-----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, NR70ox8YtLjibasxDHV8Xl8B4eVGtB2ViktgIYJjr+7VTIQIKI3ci4l/gyPsSwwi yPa1MNFXUVar5n3MSpwwzw== 0000030554-97-000017.txt : 19970508 0000030554-97-000017.hdr.sgml : 19970508 ACCESSION NUMBER: 0000030554-97-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970507 FILED AS OF DATE: 19970507 SROS: NYSE 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00815 FILM NUMBER: 97597172 BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Incorporation or Organization) Identification No.) 1007 Market Street, Wilmington, Delaware 19898 (Address of Principal Executive Offices) (302) 774-1000 (Registrant's Telephone Number) 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 564,476,141 shares (excludes 12,954,984 shares held by DuPont's Flexitrust) of common stock, $0.60 par value, were outstanding at April 30, 1997. 1 Form 10-Q E. I. DU PONT DE NEMOURS AND COMPANY Table of Contents Page(s) ------- Part I Item 1. Financial Statements Consolidated Income Statement ............................... 3 Consolidated Statement of Cash Flows ........................ 4 Consolidated Balance Sheet .................................. 5 Notes to Financial Statements ............................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Results ........................................... 7 Industry Segment Performance ................................ 7-9 Consolidated Industry Segment Information ................... 10 Financial Condition ......................................... 11 Part II Item 1. Legal Proceedings .................................... 12-14 Item 4. Submission of Matters to a Vote of Security Holders .. 14-15 Item 6. Exhibits and Reports on Form 8-K ..................... 16 Signature ....................................................... 17 Exhibit Index ................................................... 18 Exhibit 3.2 - Company's Bylaws, as Last Revised April 30, 1997 .. 19 Exhibit 10.12 - Company's Retirement Income Plan for Directors, as Last Amended August 1995 ................................... 20 Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges .. 21 2 Form 10-Q PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES
Three Months Ended CONSOLIDATED INCOME STATEMENT March 31 - ---------------------------------------------------------------------- (Dollars in millions, except per share) 1997 1996 - --------------------------------------------------------------------- SALES .......................................... $11,211 $10,769 Other Income ................................... 339 362 ------- ------- Total ...................................... 11,550 11,131 ------- ------- Cost of Goods Sold and Other Expenses .......... 8,275 7,985 Selling, General and Administrative Expenses ... 632 740 Depreciation, Depletion and Amortization ....... 604 653 Exploration Expenses, Including Dry Hole Costs and Impairment of Unproved Properties ........ 91 79 Interest and Debt Expense ...................... 149 204 ------- ------- Total ...................................... 9,751 9,661 ------- ------- EARNINGS BEFORE INCOME TAXES ................... 1,799 1,470 Provision for Income Taxes ..................... 779 591 ------- ------- NET INCOME ..................................... $ 1,020 $ 879 ======= ======= EARNINGS PER SHARE OF COMMON STOCK.......... $ 1.80 $ 1.57 ======= ======= DIVIDENDS PER SHARE OF COMMON STOCK ............ $ .57 $ .52 ======= ======= See page 6 for Notes to Financial Statements.
3 Form 10-Q
Three Months Ended CONSOLIDATED STATEMENT OF CASH FLOWS March 31 - --------------------------------------------------------------------------------------------- (Dollars in millions) 1997 1996 - --------------------------------------------------------------------------------------------- CASH PROVIDED BY OPERATIONS Net Income ........................................................ $ 1,020 $ 879 Adjustments to Reconcile Net Income to Cash Provided by Operations: Depreciation, Depletion and Amortization ...................... 604 653 Dry Hole Costs and Impairment of Unproved Properties .......... 40 35 Other Noncash Charges and Credits - Net ....................... 41 (242) Change in Operating Assets and Liabilities - Net .............. (1,118) (507) ------- ----- Cash Provided by Operations ................................. 587 818 ------- ----- INVESTMENT ACTIVITIES Purchases of Property, Plant and Equipment ........................ (699) (701) Investment in Affiliates .......................................... (138) (100) Proceeds from Sales of Assets ..................................... 48 228 Investments in Short-Term Financial Instruments - Net ............. (329) (275) Miscellaneous - Net ............................................... (21) 6 ------- ----- Cash Used for Investment Activities ......................... (1,139) (842) ------- ----- FINANCING ACTIVITIES Dividends Paid to Stockholders .................................... (325) (293) Net Increase (Decrease) in Borrowings ............................. 1,423 (27) Purchase of Treasury Stock ........................................ (107) - Proceeds from Exercise of Stock Options ........................... 64 159 Additions to Minority Interests ................................... - 297 ------- ----- Cash Provided by Financing Activities ....................... 1,055 136 ------- ----- Effect of Exchange Rate Changes on Cash ............................. (91) (23) ------- ----- INCREASE IN CASH AND CASH EQUIVALENTS ............................... $ 412 $ 89 ======= ===== See page 6 for Notes to Financial Statements.
4 Form 10-Q
CONSOLIDATED BALANCE SHEET March 31 December 31 - ------------------------------------------------------------------------------------------------------------------- (Dollars in millions, except per share) 1997 1996 - ------------------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and Cash Equivalents ........................................................ $ 1,478 $ 1,066 Marketable Securities ............................................................ 577 253 Accounts and Notes Receivable .................................................... 5,856 5,193 Inventories .................................................................. 4,075 3,706 Prepaid Expenses ................................................................. 426 297 Deferred Income Taxes ............................................................ 596 588 ------- ------- Total Current Assets ........................................................... 13,008 11,103 PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation, depletion and amortization (March 31, 1997 - $29,578; December 31, 1996 - $29,336) ............. 21,012 21,213 INVESTMENT IN AFFILIATES ........................................................... 2,413 2,278 OTHER ASSETS ....................................................................... 3,459 3,393 ------- ------- TOTAL .......................................................................... $39,892 $37,987 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable ................................................................. $ 2,656 $ 2,757 Short-Term Borrowings and Capital Lease Obligations .............................. 5,334 3,910 Income Taxes ..................................................................... 778 526 Other Accrued Liabilities ........................................................ 3,509 3,794 ------- ------- Total Current Liabilities ...................................................... 12,277 10,987 LONG-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS ................................. 5,070 5,087 OTHER LIABILITIES .................................................................. 8,374 8,451 DEFERRED INCOME TAXES .............................................................. 2,255 2,133 ------- ------- Total Liabilities .............................................................. 27,976 26,658 ------- ------- MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES .................................... 640 620 ------- ------- STOCKHOLDERS' EQUITY Preferred Stock .................................................................. 237 237 Common Stock, $.60 par value; 900,000,000 shares authorized; shares issued at March 31, 1997 - 577,941,125; December 31, 1996 - 579,042,725 ............... 347 347 Additional Paid-In Capital ....................................................... 6,691 6,676 Reinvested Earnings .............................................................. 5,517 4,931 Cumulative Translation Adjustments ............................................... (130) (23) Common Stock Held in Trust for Unearned Employee Compensation and Benefits, at Market (Shares: March 31, 1997 - 13,074,264; December 31, 1996 - 15,495,795) ............................................................. (1,386) (1,459) ------- ------- Total Stockholders' Equity ..................................................... 11,276 10,709 ------- ------- TOTAL .......................................................................... $39,892 $37,987 ======= ======= See page 6 for Notes to Financial Statements.
5 Form 10-Q NOTES TO FINANCIAL STATEMENTS (Dollars in millions, except per share) [FN] These statements are unaudited, but reflect all adjustments that, in the opinion of management, are necessary to provide a fair presentation of the financial position, results of operations and cash flows for the dates and periods covered. All such adjustments are of a normal recurring nature. Certain reclassifications of 1996 data have been made to conform to 1997 classifications. Earnings per share are calculated on the basis of the following average number of common shares outstanding: Three Months Ended March 31 ------------------ 1997 564,777,476 1996 557,711,183 The 13,074,264 shares held by the Flexitrust at March 31, 1997, are not considered outstanding in computing the foregoing average shares out- standing. Earnings per share calculations that reflect the impact of common stock equivalents in the periods presented do not result in materially dilutive primary or fully diluted earnings per share. The effect of the Financial Accounting Standards Board, "Statement of Financial Accounting Standards No. 128, Earnings Per Share," is discussed on page 7. In the first quarter 1997, DuPont's Board of Directors approved a two-for-one split in DuPont common stock. The approval was subject to an amendment of the company's Charter increasing the number of authorized common shares. The amendment was approved by the company's shareholders at its Annual Meeting on April 30, 1997. The effective date of the split is May 15, 1997. On May 15 the number of common shares authorized will increase to 1.8 billion shares and the per share par value will decrease from $.60 to $.30. On this post-split basis earnings per share for the first quarter 1997 and 1996 would be $.90 and $.79, respectively. Inventories March 31 December 31 ----------- 1997 1996 -------- ----------- Chemicals ............................ $ 316 $ 281 Fibers ............................... 679 692 Polymers ............................. 683 620 Petroleum ............................ 1,391 1,270 Life Sciences ........................ 704 561 Diversified Businesses ............... 302 282 ------ ------ Total .............................. $4,075 $3,706 ====== ====== 6 Form 10-Q Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (a) Results of Operations (1) Financial Results: The company reported record first quarter earnings of $1.80 per share, exceeding the $1.57 per share earned in the first quarter of 1996. Net income totaled $1,020 million and was up 16 percent compared to $879 million earned in 1996. Excluding a $.04 per share nonrecurring charge in last year's first quarter, earnings per share increased 12 percent from 1996. The quarter reflects record Petroleum and near-record Fibers segment earnings, up 55 percent and 30 percent, respectively, from last year's first quarter. Sales for the first quarter were $11.2 billion, up 4 percent from $10.8 billion last year. Volumes remained strong in most Chemicals and Specialties markets, but selling prices were down largely due to the stronger dollar. Increased petroleum sales principally reflect higher oil and natural gas prices. In February 1997, the Financial Accounting Standards Board issued "Statement of Financial Accounting Standards No. 128, Earnings Per Share." This Standard becomes effective for the company in the fourth quarter 1997 and requires two presentations of earnings per share -- "basic" and "diluted." Had this Standard been in effect for the first quarter 1997 earnings per share would have been: Basic - $1.80 (same as reported) Diluted - $1.77 "Diluted Earnings Per Share" is less than "Basic Earnings Per Share," principally due to the assumed increase in the number of average shares outstanding resulting from outstanding options where the average market price of the company's common stock during the first quarter 1997 was in excess of related option prices. (2) Industry Segment Performance: The following text and accompanying "Consolidated Industry Segment Information" table compares first quarter 1997 results with first quarter 1996, for each industry segment, excluding the earnings impact of 1996 nonrecurring items and adjusting sales for changes in business composition. 7 Form 10-Q Combined sales for Chemicals and Specialties segments were $5.9 billion, up 3 percent after adjusting the prior year for businesses divested or placed in joint ventures. Volumes were up 7 percent, with the United States up 6 percent, Europe up 5 percent, and combined other regions up 13 percent. Selling prices declined 4 percent, down 1 percent for the United States and an average of 7 percent for other regions, with 5 of the 7 percent decline attributable to currency. Petroleum segment sales were $5.4 billion, up 15 percent over last year. Crude oil prices averaged $20.52 per barrel for the period, 15 percent higher than last year. U.S. natural gas prices were 63 percent higher averaging $2.81 per thousand cubic feet, while worldwide gas prices increased 42 percent to $3.05 per thousand cubic feet. Crude oil production decreased 5 percent while natural gas deliveries were down 9 percent because of the milder winter. o Chemicals segment earnings were $143 million, the same as last year as lower white pigments earnings were offset by higher results in specialty chemicals. Segment sales increased 1 percent as 10 percent higher sales volume was nearly offset by 9 percent lower selling prices, primarily due to significantly lower selling prices for white pigments. o Fibers segment earnings of $233 million were up 30 percent from $179 million last year, reflecting strong demand in most market segments. "Lycra" brand spandex, "Dacron" polyester and nylon all recorded strong earnings gains. Segment sales were 10 percent higher, reflecting 11 percent higher volume partly offset by 1 percent lower prices. o Polymers segment earnings were $208 million, up 5 percent from $198 million in 1996. Higher earnings from automo- tive products were partly offset by lower earnings from the engineering polymers and fluoropolymers businesses. Segment sales were up 4 percent, reflecting 8 percent higher volumes partly offset by 4 percent lower prices. o Petroleum segment earnings were an all time record of $331 million, up $117 million, or 55 percent from $214 million in 1996. Upstream earnings were $269 million, up 41 percent, largely reflecting higher crude oil and natural gas prices. Despite higher crude costs, downstream earnings were $62 million, up 170 percent, reflecting higher margins and additional refinery production. Lower costs and better operating performance also contributed to the improvement. 8 Form 10-Q o Life Sciences segment earnings were $141 million, down 37 percent from $223 million in 1996. This reflects lower earnings from both pharmaceuticals and agricultural products. The decrease in pharmaceuticals earnings results from the anticipated reduced allocation of operating income to DuPont from the DuPont Merck joint venture. Agricultural products earnings declined primarily due to adverse currency effects in Europe and Asia, and lower volume largely in Japan. Segment sales were down 6 percent reflecting 4 percent lower selling prices and 2 percent lower sales volume. o Diversified Businesses segment earnings totaled $56 million, down $4 million or 7 percent. Earnings reflect improved results from photopolymer and electronic materials, offset by lower earnings from films, and the absence of earnings from medical products businesses that were divested in 1996. Segment sales decreased 5 percent, reflecting 4 percent higher volume, more than offset by 9 percent lower selling prices. 9 Form 10-Q E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES
Three Months Ended CONSOLIDATED INDUSTRY SEGMENT INFORMATION March 31 - ---------------------------------------------------------------------- (Dollars in millions) 1997 1996 - --------------------------------------------------------------------- SALES - ----- Chemicals ................................. $ 1,006 $ 994 Fibers .................................... 1,913 1,744 Polymers .................................. 1,630 1,784 Petroleum ................................. 5,360 4,657 Life Sciences ............................. 625 667 Diversified Businesses .................... 677 923 ------- ------- Total ................................. $11,211 $10,769 ======= ======= AFTER-TAX OPERATING INCOME - -------------------------- Chemicals ................................. $ 143 $ 122 Fibers .................................... 233 147 Polymers .................................. 208 198 Petroleum ................................. 331 214 Life Sciences ............................. 141 223 Diversified Businesses .................... 56 93 ------- ------- Total ................................. 1,112 997 Interest and Other Corporate Expenses Net of Tax ..................... (92) (118) ------- ------- NET INCOME ................................ $ 1,020 $ 879 - ---------- ======= ======= The Chemicals and Fibers segments include a charge of $21 and $32, respectively, principally for employee separation costs in the United States. Includes a benefit of $33 related to sale of stock received in connection with the previously sold connector systems business.
10 Form 10-Q (b) Financial Condition at March 31, 1997 DuPont recorded a net cash inflow from operations of $587 million for the first quarter of 1997, as compared with $818 million for the same period in 1996. Higher net income was offset by a $1.1 billion increase in net operating assets and liabilities, as compared to a $0.5 billion increase in the first quarter of 1996. Significant first quarter increases in net operating assets and liabilities are typical, driven by seasonal working capital investment in a number of business units, particularly Agricultural Products. The larger increase in net operating assets and liabilities in 1997 versus 1996 reflects unrealized exchange gains on forward exchange contracts associated with the company's foreign currency hedging program, moderately higher inventories for most businesses and lower current liabilities. Increases in working capital during the first quarter are normally reversed by year-end. Year-to-date capital expenditures for plant, property and equipment and investments in equity affiliates were $837 million, up $36 million from the same period last year. The current outlook for capital expenditures for the year is in line with planned expenditures of $4.1 billion. Asset sale activity in the quarter was minimal, totaling $48 million, and consisted primarily of various petroleum properties. In February 1997, the company announced a program to purchase shares of DuPont common stock on the open market to offset any ownership dilution due to shares issued under compensation programs. During the quarter, the company spent $107 million to purchase shares under the program; immediately after purchase such shares were retired. The $1.4 billion increase in borrowings reflects the issuance of commercial paper. These funds were used to finance the increase in working capital and the $412 million increase in cash and cash equivalents. Borrowings at March 31, 1997, total $10.3 billion. Certain ratios are shown below: At 3/31/97 At 12/31/96 ---------- ----------- Cash Flow to Debt (previous 12 months cash provided by operations to total debt) 59% 71% Current Ratio (current assets to current liabilities) 1.1 1.0 Earnings to Fixed Charges 8.3 6.8 The Cash Flow to Debt ratio declined to 59% in the first quarter of 1997 versus year-end primarily due to the $1.4 billion increase in borrow- ings in the quarter, but was three percentage points higher than the first quarter of 1996. Days' sales outstanding averaged 33 days in the first quarter, up one day from the prior quarter, and down three days from the first quarter of last year. On April 30, the company increased its common stock dividend by 10.5 percent from $.57 to $.63 per share (pre-split basis) effective in the second quarter 1997. 11 Form 10-Q PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS In 1991, DuPont began receiving claims by growers that use of "Benlate" 50 DF fungicide had caused crop damages. Based on the belief that "Benlate" 50 DF fungicide 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 fungicide 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 by growers who allege plant damage from using "Benlate" 50 DF fungicide. About 60 of the lawsuits brought against the company since 1991 remain, the rest having been disposed of by trial, dismissal or settlement. The remain- ing cases include both personal injury and crop damage cases. Four cases filed in West Virginia in December 1996 contain allegations that "Benlate" 50 DF fungicide caused personal injuries. The appeal of a June 1996 verdict of $3,980,000 against DuPont in a personal injury action involving "Benlate" 50 DF fungicide is still pending. Two appeals from adverse jury verdicts in crop damage cases are also still pending. The United States Court of Appeals for the Eleventh Circuit has reversed and remanded an order by a federal district court in Georgia which had found that DuPont had engaged in discovery abuse during the first "Benlate" 50 DF fungicide case to go to trial. The Eleventh Circuit ordered that a different judge shall preside over the matter on remand; DuPont awaits further proceedings in the matter. A shareholder derivative action filed 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 fungicide litigation has been stayed pending final resolution of DuPont's appeal of the sanctions order mentioned above. A putative securities fraud class action filed by a shareholder in federal district court in Florida against the company and the Chairman in September 1995 is also still pending, in which it is alleged that DuPont made false and misleading statements and omissions about the "Benlate" 50 DF fungicide with the alleged effect of inflating the price of DuPont's stock between June 19, 1993, and January 27, 1995. The shareholder class proposed in this case was recently certified. A lawsuit has been filed in a separate Georgia federal court (the Northern District) by five growers alleging fraud based on, among other things, the assertion that at the time of their settlements with DuPont they were unaware of alleged discovery abuse by DuPont. Three cases based on similar allegations of fraud were filed in Hawaii in late 1996. Two were filed in state courts and the third case was filed in Hawaii federal court. One of the cases originally filed in Hawaii state court has been transferred to the Northern District federal court in Georgia. In March 1997, two putative class actions alleging similar fraud claims were filed. One was filed in Florida state court on behalf of growers of ornamental plants in Florida and contains a state civil "racketeering" claim. The other case was filed in Alabama state court and has received conditional class certification. DuPont continues to believe that "Benlate" 50 DF fungicide did not cause the alleged damages and intends to defend against those allegations in ongoing matters. 12 Form 10-Q 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 April 12, 1995, the Environmental Protection Agency (EPA) Region V served on DuPont an Administrative Complaint alleging the company's Circleville, Ohio, plant had failed to provide timely notice of a release of chlorine from the plant on January 30, 1993. The complaint sought civil penalties of $125,000. DuPont and the EPA have entered into an Administra- tive Consent Agreement and Consent Order, effective March 6, 1997 under which DuPont will pay a fine of $10,000 and undertake a Supplemental Environmental Project valued at $27,000. This matter is closed. On December 5, 1995, the Kentucky Natural Resources and Environ- mental Protection Cabinet filed an administrative complaint against DuPont as a result of an oleum release at DuPont's Wurtland, Kentucky, facility on August 20, 1995. The complaint alleged the release was above statutorily reportable quantities, was not reported in a timely fashion, caused an environmental emergency and presented an imminent and substantial danger to public health and welfare. The State of Kentucky sought penalties of at least $600,000 as well as reimbursement for response costs. The matter was settled with the state effective March 13, 1997. Pursuant to the settle- ment, DuPont paid a civil penalty of $125,000, reimbursed the state's response costs of $1,595 and will undertake $460,000 worth of supplemental environmental projects. This matter is closed. On July 17, 1996, DuPont's Belle, West Virginia, plant entered into a Final Order with the West Virginia Department of Environmental Protection (WVDEP), resolving certain alleged violations at the Belle Plant noted by the WVDEP during a series of audits. The violations cited centered on certain training and recordkeeping practices as well as the handling of a solvent characterized by the WVDEP as a hazardous waste. Under the terms of the Order, DuPont will pay a fine of $274,075 and undertake several supple- mental environmental projects with an expected cost of $174,500. This matter is closed. In August 1996, the EPA and the Colorado Department of Health (CDH) notified Conoco and the Colorado Refining Company (CRC) that they intended to seek a penalty of $1,273,651 from the two companies in connec- tion with faulty analytical work performed by an outside contractor as part of certain remedial activities undertaken at Conoco and CRC's Denver Refinery. On December 20, 1996, Conoco entered into a Compliance Order on Consent with the state of Colorado and the EPA. The total settlement amount is $475,000 of which 80% will be offset by two supplemental environmental projects. Conoco has paid the remaining 20% in the form of a cash payment of $95,000. This matter is closed. 13 Form 10-Q On March 18, 1997, U.S. EPA Region VIII filed an Administrative Complaint and Compliance Order in which they allege 78 violations of the Resource and Conservation and Recovery Act (RCRA) by Conoco at its refinery in Commerce City, Colorado. The agency is seeking a penalty of $666,771. The allegations involve training, recordkeeping, 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. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Business transacted at the Annual Meeting: A total of 492,944,892 shares of common stock were voted in person or by proxy at the annual meeting of stockholders on April 30, or 85.1 percent of the shares entitled to be voted. Business was transacted as follows: 1. ELECTION OF DIRECTORS: The first 13 nominees listed below were elected to serve on the Board of Directors for the ensuing year. The vote tabulation with respect to each nominee follows: Votes Votes Cast Against Director Cast for or Withheld ------------------- ----------- ------------------ P. N. Barnevik 490,261,685 2,683,207 A. F. Brimmer 489,639,424 3,305,468 L. C. Duemling 490,242,760 2,702,132 A. W. Dunham 490,199,884 2,744,937 E. B. du Pont 490,485,586 2,459,306 C. M. Harper 490,016,642 2,928,250 L. D. Juliber 490,333,415 2,611,477 J. A. Krol 490,261,381 2,683,511 W. K. Reilly 490,417,813 2,527,079 H. R. Sharp, III 490,253,999 2,690,893 C. M. Vest 490,421,735 2,523,157 G. Watanabe 490,135,858 2,809,034 E. S. Woolard, Jr. 490,356,342 2,588,550 Floor Nominee 150 0 2. RATIFICATION OF INDEPENDENT ACCOUNTANTS: The proposal to ratify the appointment of Price Waterhouse LLP as independent accountants for 1997 was approved by a vote of 491,093,519 shares for, 803,198 shares against, and 1,048,174 abstentions and broker nonvotes. 14 Form 10-Q 3. AMENDMENT OF CHARTER TO EFFECT TWO-FOR-ONE COMMON STOCK SPLIT: The proposal to amend the Charter to effect two-for-one common stock split was approved by a vote of 490,920,626 shares for and 2,024,264 against including abstentions and broker nonvotes. 4. AMENDMENT OF VARIABLE COMPENSATION PLAN: The proposal to amend the Variable Compensation Plan was approved by a vote of 475,942,607 shares for and 17,002,282 against including abstentions and broker nonvotes. 5. POLITICAL CONTRIBUTIONS: A stockholder proposal on political contributions made by the company was defeated by a vote of 423,056,631 shares against, 12,738,882 shares for, and 8,454,287 abstentions and broker nonvotes. 6. CUMULATIVE VOTING: A stockholder proposal to provide for cumula- tive voting in the election of directors was defeated by a vote of 342,211,940 shares against, 97,161,205 shares for, and 4,876,057 abstentions and broker nonvotes. 7. CONSIDERING POTENTIAL NOMINEES: A stockholder proposal to give consideration to having a DuPont wage roll employee nominated for election to the Board of Directors was defeated by a vote of 420,732,974 shares against, 15,269,416 shares for, and 8,245,412 abstentions and broker nonvotes. 15 Form 10-Q Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The exhibit index filed with this Form 10-Q is on page 18. (b) Reports on Form 8-K 1. On January 29, 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 January 29, 1997, was filed. 2. On March 7, 1997, the company filed a Current Report on Form 8-K 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 5. "Other Events," the Registrant's Press Release, dated March 3, 1997, was filed announcing a two-for-one common stock split. 3. On April 23, 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 April 23, 1997, was filed. 16 Form 10-Q 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, thereunto duly authorized. E. I. DU PONT DE NEMOURS AND COMPANY (Registrant) Date: May 7, 1997 ----------------------------------------- By /s/K. M. Landgraf ----------------------------------------- K. M. Landgraf Senior Vice President - DuPont Finance (As Duly Authorized Officer and Principal Financial and Accounting Officer) 17 Form 10-Q EXHIBIT INDEX Exhibit Number Description - ------- ----------- 3.2 Company's Bylaws, as Last Revised April 30, 1997. 10.12* Company's Retirement Income Plan for Directors, as Last Amended August 1995. 12 Computation of Ratio of Earnings to Fixed Charges. *Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q. 18 Form 10-Q EXHIBIT 3.2 BYLAWS OF E. I. DU PONT DE NEMOURS AND COMPANY Incorporated Under The Laws of Delaware AS REVISED April 30, 1997 19 Form 10-Q EXHIBIT 3.2 BYLAWS Page ---- ARTICLE I. MEETING OF STOCKHOLDERS: Section 1. Annual 1 Section 2. Special 1 Section 3. Notice 1 Section 4. Quorum 1 Section 5. Organization 1 Section 6. Voting 2 Section 7. Inspectors 2 ARTICLE II. BOARD OF DIRECTORS: Section 1. Number 2 Section 2. Term 2 Section 3. Increase of Number 2 Section 4. Resignation 2 Section 5. Vacancies 2 Section 6. Regular Meetings 2 Section 7. Special Meetings 3 Section 8. Quorum 3 Section 9. Place of Meeting, Etc. 3 Section 10. Interested Directors; Quorum 3 ARTICLE III. COMMITTEES OF THE BOARD: Section 1. Committees 4 Section 2. Procedure 4 Section 3. Reports to the Board 4 Section 4. Strategic Direction Committee 4 Section 5. Audit Committee 5 Section 6 Environmental Policy Committee 5 Section 7. Compensation Committee 5 Section 8. Corporate Governance Committee 5 ARTICLE IV. OFFICE OF THE CHIEF EXECUTIVE 5 Form 10-Q EXHIBIT 3.2 Page ---- ARTICLE V. OFFICERS: Section 1. Officers 6 Section 2. Chairman of the Board 6 Section 3. President 6 Section 4. Executive Vice Presidents 6 Section 5. Vice Presidents 6 Section 6. Senior Vice President - Finance 6 Section 7. Treasurer 6 Section 8. Assistant Treasurer 7 Section 9. Controller 7 Section 10. Assistant Controller 7 Section 11. Secretary 7 Section 12. Assistant Secretary 7 Section 13. Removal 7 Section 14. Resignation 7 Section 15. Vacancies 7 ARTICLE VI. MISCELLANEOUS: Section 1. Indemnification of Directors or Officers 8 Section 2. Certificate for Shares 8 Section 3. Transfer of Shares 9 Section 4. Regulations 9 Section 5. Record Date of Stockholders 9 Section 6. Corporate Seal 9 ARTICLE VII. AMENDMENTS 10 Form 10-Q EXHIBIT 3.2 BYLAWS OF E. I. DU PONT DE NEMOURS AND COMPANY ARTICLE I. MEETING OF STOCKHOLDERS SECTION 1. Annual. Meetings of the stockholders for the purpose of electing Directors, and transacting such other proper business as may be brought before the meeting, shall be held annually at such date, time and place, within or without the State of Delaware as may be designated by the Board of Directors ("Board"). SECTION 2. Special. Special meetings of the stockholders may be called by the Board and shall be called by the Secretary at the request in writing of the holders of record of at least twenty-five percent of the outstanding stock of the corporation entitled to vote. Special meetings shall be held within or without the State of Delaware, as the Board shall designate. SECTION 3. Notice. Written notice of each meeting of stockholders, stating the place, date and hour of the meeting, and the purpose or purposes thereof, shall be mailed not less than ten nor more than sixty days before the date of such meeting to each stockholder entitled to vote thereat. SECTION 4. Quorum. Unless otherwise provided by statute, the holders of shares of stock entitled to cast a majority of votes at a meeting, present either in person or by proxy, shall constitute a quorum at such meeting. Absence of a quorum of the holders of Common Stock or Preferred Stock at any meeting or adjournment thereof, at which under the Certificate of Incorporation the holders of Preferred Stock have the right to elect any Directors, shall not prevent the election of Directors by the other class of stockholders entitled to elect Directors as a class if the necessary quorum of stockholders of such other class shall be present in person or by proxy. SECTION 5. Organization. The Chairman of the Board or, in the Chairman's absence, the President shall preside at meetings of stockholders. The Secretary of the Company shall act as Secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint a Secretary of the meeting. The order of business for such meetings shall be determined by the Chairman of the Board, or, in the Chairman's absence, by the President. 1 Form 10-Q EXHIBIT 3.2 SECTION 6. Voting. Each stockholder entitled to vote at any meeting shall be entitled to one vote, in person or by written proxy, for each share held of record. Upon the demand of any stockholder, such stockholder shall be entitled to vote by ballot. All elections and questions shall be decided by plurality vote, except as otherwise required by statute. SECTION 7. Inspectors. At each meeting of the stockholders the polls shall be opened and closed; the proxies and ballots shall be received and be taken in charge, and all questions touching the qualification of voters and the validity of proxies, and the acceptance or rejection of votes shall be decided by three Inspectors, two of whom shall have power to make a decision. Such Inspectors shall be appointed by the Board before the meeting, or in default thereof, by the presiding officer at the meeting, and shall be sworn to the faithful performance of their duties. If any of the Inspectors previously appointed shall fail to attend or refuse or be unable to serve, substitutes shall be appointed by the presiding officer. ARTICLE II. BOARD OF DIRECTORS SECTION 1. Number. The business and affairs of the Company shall be under the direction of the Board. The number of Directors, which shall not be less than ten, shall be determined from time to time by the vote of two-thirds of the whole Board. SECTION 2. Term. Each Director shall hold office until the next annual election of Directors and until the Director's successor is elected and qualified. SECTION 3. Increase of Number. In case of any increase in the number of Directors between Annual Meetings of Stockholders, each additional Director shall be elected by the vote of two-thirds of the whole Board. SECTION 4. Resignation. A Director may resign at any time by giving written notice to the Chairman of the Board or the Secretary. The acceptance thereof shall not be necessary to make it effective; and such resignation shall take effect at the time specified therein or, in the absence of such specification, it shall take effect upon the receipt thereof. SECTION 5. Vacancies. In case of any vacancy in the Board for any cause, the remaining Directors, by vote of majority of the whole Board, may elect a successor to hold office for the unexpired term of the Director whose place is vacant. SECTION 6. Regular Meetings. Regular meetings of the Board shall be held at such times as the Board may designate. A notice of each regular meeting shall not be required. 2 Form 10-Q EXHIBIT 3.2 SECTION 7. Special Meetings. Special meetings of the Board shall be held whenever called by the direction of the Chairman of the Board, or of one-third of the Directors. The Secretary shall give notice of such special meetings by mailing the same at least two days before the meeting, or by telegraphing the same at least one day before the meeting to each Director; but such notice may be waived by any Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. At any meeting at which every Director shall be present, any business may be transacted, irrespective of notice. SECTION 8. Quorum. One-third of the Board shall constitute a quorum. If there be less than a quorum present at any meeting, a majority of those present may adjourn the meeting from time to time. Except as otherwise provided by law, the Certificate of Incorporation, or by these Bylaws, the affirmative vote of a majority of the Directors present at any meeting at which there is a quorum shall be necessary for the passage of any resolution. SECTION 9. Place of Meeting, Etc. The Directors shall hold the meetings, and may have an office or offices in such place or places within or outside the State of Delaware as the Board from time to time may determine. SECTION 10. Interested Directors; Quorum 1) No contract or other transaction between the Company and one or more of its Directors, or between the Company and any other corporation, partnership, association, or other organization in which one or more of the Directors of the Company is a Director or officer, or has a financial interest, shall be void or voidable, because the Director is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because such Director's vote is counted for such purpose, if: (a) the material facts as to such Director's relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (b) the material facts as to such Director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or 3 Form 10-Q EXHIBIT 3.2 (c) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board, a committee thereof, or the stockholders; and 2) Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction. ARTICLE III. COMMITTEES OF THE BOARD SECTION 1. Committees. The Board shall by the affirmative vote of a majority of the whole Board, elect from the Directors a Strategic Direction Committee, an Audit Committee, an Environmental Policy Committee, and a Compensation and Benefits Committee, and may, by resolution passed by a majority of the whole Board, designate one or more additional committees, each committee to consist of one or more Directors. The Board shall designate for each of these committees a Chairman, and, if desired, a Vice Chairman, who shall continue as such during the pleasure of the Board. The number of members of each committee shall be determined from time to time by the Board. SECTION 2. Procedure. Each Committee shall fix its own rules of procedure and shall meet where and as provided by such rules. A majority of a committee shall constitute a quorum. In the absence or disqualification of a member of any committee, the members of such committee present at any meeting, and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. SECTION 3. Reports To The Board. Each Committee shall keep regular minutes of its proceedings and shall periodically report to the Board summaries of the Committee's significant completed actions and such other matters as requested by the Board. SECTION 4. Strategic Direction Committee. The Strategic Direction Committee shall review the Company's strategic direction and overall objectives and shall have such powers and perform such duties as may be assigned to it from time to time by the Board. 4 Form 10-Q EXHIBIT 3.2 SECTION 5. Audit Committee. The Audit Committee shall employ independent public accountants, subject to stockholder ratification at each annual meeting, review the adequacy of internal controls and the accounting principles employed in financial reporting, and shall have such power and perform such duties as may be assigned to it from time to time by the Board. None of the Members of the Audit Committee shall be an officer or employee of the Company or its subsidiaries. SECTION 6. Environmental Policy Committee. The Environmental Policy Committee shall review the Company's environmental policies and practices and shall have such powers and perform such duties as may be assigned to it from time to time by the Board. SECTION 7. Compensation Committee. The Compensation Committee shall have the power and authority vested in it by the Compensation Plans of the Company and shall have such powers and perform such duties as may be assigned to it from time to time by the Board. None of the members of the Compensation Committee shall be an officer or employee of the Company or its subsidiaries. SECTION 8. Corporate Governance Committee. The Corporate Governance Committee shall recommend to the Board nominees for election as directors of the Company. The Committee shall also have responsibility for reviewing and making recommendations to the Board related to matters on corporate governance and shall have such powers and perform such duties as may be assigned to it from time to time by the Board. None of the members of the Corporate Governance Committee shall be an officer or employee of the Company or its subsidiaries. ARTICLE IV. OFFICE OF THE CHIEF EXECUTIVE The Board shall elect an Office of the Chief Executive whose members shall include the President and such other officers as may be designated by the Board. The Office of the Chief Executive shall have responsibility for the strategic direction and operations of all the businesses of the Company and shall have such powers and perform such duties as may be assigned to it from time to time by the Board. All significant completed actions by the Office of the Chief Executive shall be reported to the Board at the next succeeding Board meeting, or at its meeting held in the month following the taking of such action. 5 Form 10-Q EXHIBIT 3.2 ARTICLE V. OFFICERS SECTION 1. Officers. The officers of the Company shall be a Chairman of the Board, a President, one or more Executive Vice Presidents, Senior Vice President - Finance and a Secretary. The Board and the Office of the Chief Executive, may appoint such other officers as they deem necessary, who shall have such authority and shall perform such duties as may be prescribed, respectively, by the Board or the Office of the Chief Executive. SECTION 2. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board. The Chairman may sign and execute all authorized bonds, contracts or other obligations, in the name of the Company, and with the Treasurer may sign all certificates of the shares in the capital stock of the Company. SECTION 3. President. The President shall be the chief executive officer of the Company and, subject to the Board and the Office of the Chief Executive, shall have general charge of the business and affairs of the Company and shall perform such other duties as may be assigned to the President by the Board or the Chairman of the Board. In the absence or inability to act of the Chairman of the Board, the President shall perform the duties of the Chairman of the Board. SECTION 4. Executive Vice Presidents. Each Executive Vice President shall have such powers and perform such duties as may be assigned to such Executive Vice President by the Board or the Office of the Chief Executive. SECTION 5. Vice Presidents. The Board or the Office of the Chief Executive may appoint one or more Vice Presidents. Each Vice President shall have such title, powers and duties as may be assigned to such Vice President by the Board or the Office of the Chief Executive. SECTION 6. Senior Vice President - Finance. The Senior Vice President - Finance shall be the chief financial officer of the Company, and shall have such powers and perform such duties as may be assigned to such Senior Vice President - Finance by the Board or the Office of the Chief Executive. SECTION 7. Treasurer. The Board shall appoint a Treasurer. Under the general direction of the Senior Vice President - Finance, the Treasurer shall have such powers and perform such duties as may be assigned to such Treasurer by the Board or the Office of the Chief Executive. 6 Form 10-Q EXHIBIT 3.2 SECTION 8. Assistant Treasurer. The Board or the Office of the Chief Executive may appoint one or more Assistant Treasurers. Each Assistant Treasurer shall have such powers and shall perform such duties as may be assigned to such Assistant Treasurer by the Board or the Office of the Chief Executive. SECTION 9. Controller. The Board may appoint a Controller. Under the general direction of the Senior Vice President - Finance, the Controller shall have such powers and perform such duties as may be assigned to such Controller by the Board or the Office of the Chief Executive. SECTION 10. Assistant Controller. The Board or the Office of the Chief Executive may appoint one or more Assistant Controllers. Each Assistant Controller shall have such powers and shall perform such duties as may be assigned to such Assistant Controller by the Board or the Office of the Chief Executive. SECTION 11. Secretary. The Secretary shall keep the minutes of all the meetings of the Board and the minutes of all the meetings of the stockholders; the Secretary shall attend to the giving and serving of all notices of meetings as required by law or these Bylaws; the Secretary shall affix the seal of the Company to any instruments when so required; and the Secretary shall in general perform all the corporate duties incident to the office of Secretary, subject to the control of the Board or the Chairman of the Board, and such other duties as may be assigned to the Secretary by the Board or the Chairman of the Board. SECTION 12. Assistant Secretary. The Board or the Office of the Chief Executive may appoint one or more Assistant Secretaries. Each Assistant Secretary shall have such powers and shall perform such duties as may be assigned to such Assistant Secretary by the Board or the Chairman of the Board or the President; and such Assistant Secretary shall affix the seal of the Company to any instruments when so required. SECTION 13. Removal. All officers may be removed or suspended at any time by the vote of the majority of the whole Board. All officers, agents and employees, other than officers elected or appointed by the Board, may be suspended or removed by the committee or by the officer appointing them. SECTION 14. Resignation. Any officer may resign at any time by giving written notice to the Chairman of the Board, the President or the Secretary. Unless otherwise stated in such notice of resignation, the acceptance thereof shall not be necessary to make it effective; and such resignation shall take effect at the time specified therein or, in the absence of such specification, it shall take effect upon the receipt thereof. SECTION 15. Vacancies. A vacancy in any office shall be filled in the same manner as provided for election or appointment to such office. 7 Form 10-Q EXHIBIT 3.2 ARTICLE VI. MISCELLANEOUS SECTION 1. Indemnification of Directors or Officers. Each person who is or was a Director or officer of the Company (including the heirs, executors, administrators or estate of such person) shall be indemnified by the Company as of right to the full extent permitted by the General Corporation Law of Delaware against any liability, cost or expense asserted against such Director or officer and incurred by such Director or officer by reason of the fact that such person is or was a Director or officer. The right to indemnification conferred by this Section shall include the right to be paid by the Company the expenses incurred in defending in any action, suit or proceeding in advance of its final disposition, subject to the receipt by the Company of such undertakings as might be required of an indemnitee by the General Corporation Law of Delaware. In any action by an indemnitee to enforce a right to indemnification hereunder or by the Company to recover advances made hereunder, the burden of proving that the indemnitee is not entitled to be indemnified shall be on the Company. In such an action, neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination that indemnification is proper, nor a determination by the Company that indemnification is improper, shall create a presumption that the indemnitee is not entitled to be indemnified or, in the case of such an action brought by the indemnitee, be a defense thereto. If successful in whole or in part in such an action, an indemnitee shall be entitled to be paid also the expense of prosecuting or defending same. The Company may, but shall not be obligated to, maintain insurance at its expense, to protect itself and any such person against any such liability, cost or expense. SECTION 2. Certificate for Shares. The shares of the capital stock of the Company shall be represented by certificates unless the Company provides by appropriate action that some or all of any or all classes or series of the Company's stock shall be uncertificated. Notwithstanding the Company's taking such action, to the extent required by law, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to a certificate representing the number of shares in the Company owned by such stockholder in such form, not inconsistent with the Certificate of Incorporation, as shall be prescribed by the Board. Certificates representing shares of the capital stock of the Company shall be signed by the Chairman of the Board, President or an Executive Vice President and the Treasurer, Secretary or an Assistant Secretary. Any or all signatures on the certificate, including those of the Transfer Agent and Registrar, may be facsimile. The name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the Company's books. 8 Form 10-Q EXHIBIT 3.2 All certificates surrendered to the Company shall be cancelled, and no new certificates shall be issued until the former certificate for the same number of shares of the same class shall have been surrendered and cancelled, except that the Board may determine, from time to time, the conditions and provisions on which new certificates may be used in substitution of any certificates that may have been lost, stolen or destroyed. SECTION 3. Transfer of Shares. Shares in the capital stock of the Company shall be transferred by the record holder thereof, in person, or by any such person's attorney upon surrender and cancellation of certificates for a like number of shares. SECTION 4. Regulations. The Board also may make rules and regulations concerning the issue, transfer and registration of certificates for shares of the capital stock of the Company. The Board may appoint one or more transfer agents and one or more registrars of transfers, and may require all stock certificates to bear the signature of a transfer agent and a registrar of transfer. SECTION 5. Record Date of Stockholders. The Board may fix in advance a date, not exceeding sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend or other distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or other distribution, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive any such dividend or other distribution, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Company after such record date fixed as aforesaid. SECTION 6. Corporate Seal. The seal of the Company shall be circular in form, containing the words "E. I. DU PONT DE NEMOURS AND CO." and "DELAWARE" on the circumference, surrounding the words "FOUNDED" and "SEAL," and the date "1802." The seal shall be in the custody of the Secretary. A duplicate of the seal may be kept and used by the Senior Vice President - Finance, any Vice President - DuPont Finance, the Treasurer, or by any Assistant Secretary or Assistant Treasurer. 9 Form 10-Q EXHIBIT 3.2 ARTICLE VII. AMENDMENTS The Board shall have the power to adopt, amend and repeal the Bylaws of the Company, by a vote of the majority of the whole Board, at any regular or special meeting of the Board, provided that notice of intention to adopt, amend or repeal the Bylaws in whole or in part shall have been given at the next preceding meeting, or, without any such notice, by the vote of two-thirds of the whole Board. I hereby certify that the foregoing is a true and correct copy of the Bylaws of E. I. du Pont de Nemours and Company. Witness my hand and the corporate seal of the Company this day of 199 . - ------------ ------------------ -- ---------------------------- Secretary 10 Form 10-Q Exhibit 10.12 E. I. DU PONT DE NEMOURS AND COMPANY RETIREMENT INCOME PLAN FOR DIRECTORS AS LAST AMENDED August 1995 20 Form 10-Q Exhibit 10.12 E. I. DU PONT DE NEMOURS AND COMPANY RETIREMENT INCOME PLAN FOR DIRECTORS I. PURPOSE The purpose of the Retirement Income Plan for Directors ("the Plan") is to maintain a compensation package that will continue to attract and retain persons of outstanding competence for membership on the Board of Directors of E. I. du Pont de Nemours and Company (the "Company"). II. ELIGIBILITY A Director will be eligible for benefits under this Plan if, on the date of retirement from the Board, such directors has served the Company as a director for at lest five years; provided, however, a director who has qualified for an immediate or deferred pension benefit from the Company or any of its subsidiaries is ineligible to participate in the Plan. III. AMOUNT OF RETIREMENT BENEFITS The annual benefits payable under the Plan shall be equal to one-half of the annual Board retainer (excluding any amounts payable for committee service and the value of any stock granted under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors) in effect on the Director's date of retirement. One-twelfth of such benefits will be paid monthly. IV. DURATION OF BENEFITS The monthly benefits provided by this Plan begin in the month following retirement from the Board and shall continue (a) until 120 such monthly payments have been made, or (b) until and including the month in which the retired Director dies, whichever comes first. No death benefits are payable under the Plan. V. NONASSIGNABILITY During the Director's lifetime, the right to any retirement benefit shall not be transferable or assignable. VI. INTERPRETATION AND AMENDMENT The Plan shall be administered by the Office of the Chairman of the Company. The decision of the Office of the Chairman with respect to any questions arising as to the interpretation of this Plan, including the severability of any and all of the provisions thereof, shall be final, conclusive, and binding. The Office of the Chairman reserves the right to modify this Plan from time to time, or to repeal the Plan entirely. Form 10-Q Exhibit 12 E. I. DU PONT DE NEMOURS AND COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions)
Years Ended December 31 Three Months Ended ------------------------------------------------- March 31, 1997 1996 1995 1994 1993 1992 ------------------ --------- ------- ------- --------- --------- Net Income ........................................ $1,020 $3,636 $3,293 $2,727 $ 566 $ 975 Provision for Income Taxes ........................ 779 2,345 2,097 1,655 392 836 Minority Interests in Earnings of Consolidated Subsidiaries .................................... 25 59 30 18 5 10 Adjustment for Companies Accounted for by the Equity Method ............................ 15 81 41 18 41 6 Capitalized Interest .............................. (40) (144) (170) (143) (194) (194) Amortization of Capitalized Interest .............. 34 191 154 154 144 101 ------ ------ ------ ------ ------ ------ 1,833 6,168 5,445 4,429 954 1,734 ------ ------ ------ ------ ------ ------ Fixed Charges: Interest and Debt Expense ....................... 154 729 758 559 594 643 Adjustment for Companies Accounted for by the Equity Method - Interest and Debt Expense ..... 27 70 71 55 42 62 Capitalized Interest ............................ 40 144 170 143 194 194 Rental Expense Representative of Interest Factor ........................................ 30 118 113 118 143 151 ------ ------ ------ ------ ------ ------ 251 1,061 1,112 875 973 1,050 ------ ------ ------ ------ ------ ------ Total Adjusted Earnings Available for Payment of Fixed Charges ................................... $2,084 $7,229 $6,557 $5,304 $1,927 $2,784 ====== ====== ====== ====== ====== ====== Number of Times Fixed Charges are Earned .......... 8.3 6.8 5.9 6.1 2.0 2.7 ====== ====== ====== ====== ====== ====== Income Before Extraordinary Item and Transition Effect of Accounting Changes. Includes write-off of capitalized interest associated with divested businesses.
21 EX-27 2
5 This Schedule Contains Summary Financial Information Extracted From Form 10-Q For The Quarterly Period Ended March 31, 1997, And Is Qualified In Its Entirety By Reference To Such Financial Statements 1,000,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 1,478 577 5,856 0 4,075 13,008 50,590 29,578 39,892 12,277 5,070 0 237 347 10,692 39,892 11,211 11,550 8,275 9,602 0 0 149 1,799 779 1,020 0 0 0 1,020 0 0 Includes Other Accounts In Addition To Notes And Accounts Receivable-Trade. Includes Other Expenses. Cost of Goods Sold and Other Expenses; Depreciation, Depletion and Amortization; Exploration Expenses, Including Dry Hole Costs and Impairment of Unproved Properties; and Selling, General and Administrative Expenses.
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