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1995
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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, 1995 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)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 302-774-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
(EACH CLASS IS REGISTERED ON THE NEW YORK STOCK EXCHANGE, INC.):
TITLE OF EACH CLASS
COMMON STOCK ($.60 PAR VALUE)
PREFERRED STOCK
(WITHOUT PAR VALUE-CUMULATIVE)
$4.50 SERIES
$3.50 SERIES
6% DEBENTURES DUE 2001
NO SECURITIES ARE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [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 .
--- ---
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 5, 1996, was
approximately $44.6 billion. As of such date, 559,010,099 shares (excludes
20,032,625 shares held by DuPont's Flexitrust) of the company's common stock,
$.60 par value, were outstanding.
Documents Incorporated by Reference
(Specific pages incorporated are indicated under the applicable Item herein):
INCORPORATED BY
REFERENCE IN PART NO.
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The company's 1995 Annual Report to Stockholders........ I, II, and IV
The company's Proxy Statement, dated March 18, 1996, in
connection with the Annual Meeting of Stockholders to
be held on April 24, 1996.............................. III
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E. I. DU PONT DE NEMOURS AND COMPANY
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The terms "DuPont" or the "company" as used herein refer to E. I. du Pont de
Nemours and Company and its consolidated subsidiaries (which are wholly owned
or majority-owned), or to E. I. du Pont de Nemours and Company, as the context
may indicate.
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TABLE OF CONTENTS
PAGE
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PART I
Item 1. Business .................................................... 3
Item 2. Properties .................................................. 6
Item 3. Legal Proceedings ........................................... 11
Item 4. Submission of Matters to a Vote of Security Holders ......... 14
Executive Officers of the Registrant......................... 14
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters......................................... 15
Item 6. Selected Financial Data ..................................... 15
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................. 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............................................................ 19
NOTE ON INCORPORATION BY REFERENCE
Throughout this report, various information and data are incorporated by
reference to portions of the company's 1995 Annual Report to Stockholders
(those portions are hereinafter referred to as Exhibit 13). Any reference in
this report to disclosures in Exhibit 13 shall constitute incorporation by
reference of that specific material into this Form 10-K.
2
PART I
ITEM 1. BUSINESS
DuPont was founded in 1802 and was incorporated in Delaware in 1915. The
company is the largest United States chemical producer and is one of the
leading chemical producers worldwide. The company conducts fully integrated
petroleum operations primarily through its wholly owned subsidiary Conoco Inc.
and, in 1994, ranked eighth in the worldwide production of petroleum liquids
by U.S.-based companies, tenth in the production of natural gas, and sixth in
refining capacity. Conoco Inc. and other subsidiaries and affiliates of DuPont
conduct exploration, production, mining, manufacturing or selling activities,
and some are distributors of products manufactured by the company.
The company operates globally through approximately twenty strategic
business units. Within the strategic business units approximately 85
businesses manufacture and sell a wide range of products to many different
markets, including the energy, transportation, textile, construction,
automotive, agricultural, printing, health care, packaging and electronics
markets.
The company plans to sell its medical products businesses and enter into a
50-50 joint venture for its elastomer businesses with The Dow Chemical Company.
Proceeds from these transactions will be used to reduce debt incurred to fund
the April 6, 1995, redemption of 156 million DuPont common shares beneficially
owned by The Seagram Company Ltd.
The company and its subsidiaries have operations in about 70 nations
worldwide and, as a result, about 49% of consolidated sales are derived from
sales outside the United States, based on the location of the corporate unit
making the sale. Total worldwide employment at year-end 1995 was about 105,000
people.
The company is organized for financial reporting purposes into five
principal industry segments--Chemicals, Fibers, Polymers, Petroleum, and
Diversified Businesses.
The following information describing the businesses of the company can be
found on the indicated pages of Exhibit 13:
ITEM PAGE(S)
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Discussion of Business Developments in 1995:
Letter to Stockholders.............................................. 1-3*
Industry Segment Reviews:
Business Discussions, Principal Products and Principal Markets:
Fibers............................................................ 6-7**
Diversified Businesses............................................ 10-11**
Petroleum......................................................... 14-15**
Chemicals......................................................... 18-19**
Polymers.......................................................... 22-23**
Sales, Transfers, Operating Profit, After-Tax Operating Income, and
Identifiable Assets for 1995, 1994, and 1993....................... 55-57
Geographic Information:
Sales, Transfers, After-Tax Operating Income, Identifiable Assets,
and U.S. Export Sales for 1995, 1994, and 1993..................... 54
Revenues by Product Class (See footnote 1 on page 56 of Exhibit 13)... 55
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* Includes text of letter except for photograph and related caption on page 2
and for chart on page 3.
** Exclude photographs and related captions.
3
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.
A majority of sales in the Chemicals, Fibers, and Polymers segments'
businesses is dependent on hydrocarbon feedstocks derived from crude oil and
natural gas. Current hydrocarbon feedstock requirements are met by Conoco and
other major oil companies. A joint venture with OxyChem, a subsidiary of
Occidental Petroleum Corporation, manufactures and supplies a significant
portion of the company's requirements for ethylene glycol. A joint venture
with subsidiaries of RWE AG supplies a majority of the company's requirements
for coal. A significant portion of the company's caustic/chlorine needs is
supplied by a joint venture with Olin Corporation.
The major purchased commodities, raw materials, and supplies for the
following industry segments in 1995 are listed below:
DIVERSIFIED
CHEMICALS FIBERS BUSINESSES POLYMERS
--------- ------ ----------- --------
acetylene adipic acid aluminum acetic acid
benzene ammonia ethylene glycol butadiene
carbon- butadiene gold caustic soda
tetrachloride cyclohexane metribuzin chlorine
caustic soda ethylene glycol palladium/platinum ethane
chlorine isophthalic acid paraxylene fiberglass
chloroform nitrogen silver nitrogen
cyclohexane packaging materials packaging materials
fluorspar paraxylene polyethylene
hydrofluoric acid polyethylene
methanol
oxygen/nitrogen
packaging
materials
perchloroethylene
propylene
sulfur
titanium ores
In the Petroleum segment, the major commodities and raw materials purchased
are the same as those produced. Approximately 61% of the crude oil processed
in the company's U.S. refineries in 1995 came from U.S. sources. In 1995, the
company's refineries outside the United States processed principally North Sea
and Middle East crude oils.
In addition, during 1995, the company consumed substantial amounts of
electricity and natural gas.
PATENTS AND TRADEMARKS
The company owns and is licensed under various patents, which expire from
time to time, covering many products, processes and product uses. No
individual patent is of material importance to any of the industry segments,
although taken as a whole, the rights of the company and the products made and
sold under patents and licenses are important to the company's business.
During 1995, the company was granted 458 U.S. and 1,997 non-U.S. patents.
The company also has about 1,000 registered trademarks for its products.
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 Diversified Businesses segment is impacted by
seasonality of sales of agricultural products with highest sales in the first
half of the year, particularly the second quarter. Within the Petroleum
segment, the mix of refined products, natural gas and natural gas liquids
produced and sold varies because of increased demand for gasoline in the
summer months and natural gas, heating oil and propane during the winter
months.
MAJOR CUSTOMERS
The company's sales are not materially dependent on a single customer or
small group of customers. The Fibers and Polymers segments, however, have
several large customers in their respective industries that are important to
these segments' operating results.
COMPETITION
Principal competitors in the chemical industry include major chemical
companies based in the United States, Europe, Japan, People's Republic of
China and other Asian nations. Competitors offer a comparable range of
products from agricultural, commodity and specialty chemicals to plastics,
fibers and medical products. The company also competes in certain product
markets with smaller, more specialized firms. Principal competitors in the
petroleum industry are integrated oil companies (including national oil
companies), many of which also have substantial petrochemical operations, and
a variety of other firms including independent oil and gas producers, pipeline
companies, and large and small refiners and marketers. In addition, the
company competes with the growing petrochemical operations in oil-producing
countries.
Businesses in the Chemicals, Fibers, Polymers, and Diversified Businesses
segments compete on a variety of factors such as price, product quality or
specifications, customer service and breadth of product line, depending on the
characteristics of the particular market involved. The Petroleum segment
business is highly price-competitive and competes on quality and realiability
of supply as well.
Further information relating to competition is included in two areas of
Exhibit 13 (1) the "Letter to Stockholders" on pages 1-3 and (2) Industry
Segment Reviews on pages 6-23.
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 the Wilmington, Delaware, area which support strategic business
units in the Chemicals, Fibers, Polymers 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.
Research and development activities include studies to advance scientific
knowledge in fields of interest to the company, basic and applied work both to
support and improve existing products and processes and identify new products
and processes, and scouting works to identify and develop new business
opportunities in relevant fields. Each strategic business unit of the company
funds research and development activities to support its business mission. The
corporate laboratories are responsible for assuring that leading edge science
and engineering concepts are identified and diffused throughout the DuPont
technical community. All R&D activities are coordinated by senior R&D
management 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.
5
Further information regarding research and development is in Exhibit 13 on
pages 2 and 3 of the "Letter to Stockholders." Annual research and development
expense and such expense shown "As Percent of Sales" for the five years 1991
through 1995 are included under the heading "General" of the Five-Year
Financial Review on page 65 of Exhibit 13.
ENVIRONMENTAL MATTERS
Information relating to environmental matters is included in three areas of
Exhibit 13: (1) the "Letter to Stockholders" on pages 1 and 3; (2)
"Management's Discussion and Analysis" on pages 29-31; and (3) Notes 1 and 26
to the Financial Statements on pages 39 and 53.
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, 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
Industry Segment Reviews on pages 6-23. Information regarding research and
development facilities is incorporated by reference to Item 1, Business--
Research and Development on page 5 of this report. Additional information with
respect to the company's property, plant and equipment, and leases is
contained in Notes 12 and 26 to the company's consolidated financial
statements on pages 44 and 53 of Exhibit 13.
CHEMICALS, FIBERS, POLYMERS, AND DIVERSIFIED BUSINESSES
Approximately 75% of the property, plant and equipment related to operations
in the Chemicals, Fibers, Polymers, and Diversified Businesses is located in
the United States and Puerto Rico. This investment is located at some 80
sites, principally in Texas, Delaware, North Carolina, Virginia, Tennessee,
West Virginia, South Carolina, and New Jersey. The principal locations within
these states are as follows:
TEXAS DELAWARE VIRGINIA NORTH CAROLINA
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Beaumont Edge Moor Front Royal Brevard
Corpus Christi Glasgow James River Fayetteville
LaPorte Newark Martinsville Kinston
Orange Seaford Richmond Raleigh
Victoria Waynesboro Wilmington
TENNESSEE WEST VIRGINIA SOUTH CAROLINA NEW JERSEY
--------- ------------- -------------- ----------
Chattanooga Belle Camden Deepwater
Memphis Martinsburg Charleston Parlin
New Johnsonville Parkersburg Florence
Old Hickory
6
Property, plant and equipment outside the United States and Puerto Rico is
located at about 70 sites, principally in Canada, the United Kingdom, Germany,
The Netherlands, Luxembourg, Singapore, Spain, Mexico, France, Taiwan, Brazil,
Japan, Republic of Korea, Belgium and Argentina. Products from more than one
business are frequently produced at the same location.
The company's plants and equipment are well maintained and in good operating
condition. Sales as a percent of capacity were 86% in 1995, 87% in 1994, and
85% in 1993. These properties are directly owned by the company except for
some auxiliary facilities and miscellaneous properties, such as certain
buildings and transportation equipment, which are leased. Although no title
examination of the properties has been made for the purpose of this report,
the company knows of no material defects in title to any of these properties.
PETROLEUM BUSINESSES
The company owns and leases oil and gas properties worldwide. Exploration,
production, and natural gas and gas products properties are described
generally on pages 14-15 and 58-63 of Exhibit 13. Estimated proved reserves of
oil and gas are found on pages 60 and 61 of Exhibit 13. Information regarding
the company's refining, marketing, supply, and transportation properties is
also provided on pages 14-15 of Exhibit 13.
PETROLEUM PRODUCTION
The following tables show the company's interests in petroleum liquids
production and natural gas deliveries. Petroleum liquids production comprises
crude oil and condensate produced for the company's account plus its share of
natural gas liquids (NGL's) removed from natural gas deliveries from owned
leases and NGL's acquired through gas plant ownership. Natural gas deliveries
represent Conoco's share of deliveries from leases in which the company has an
ownership interest.
1995 1994 1993
--------- --------- ---------
(THOUSANDS OF BARRELS DAILY)
Petroleum Liquids Production
Consolidated Companies
Crude Oil, Condensate, and Natural Gas Liquids
from Owned Reserves:
United States.................................. 83 94 108
Europe......................................... 143 160 152
Other Regions.................................. 98 109 107
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Subtotal..................................... 324 363 367
Natural Gas Liquids from Gas Plant Ownership:
United States.................................. 65 57 55
--------- --------- ---------
Total Production--Consolidated Operations.... 389 420 422
Share of Equity Affiliates
Crude Oil, Condensate, and Natural Gas Liquids
from Owned Reserves............................. 12 4 --
Natural Gas Liquids from Gas Plant Ownership..... 13 12 12
--------- --------- ---------
Total Production--Equity Affiliates.......... 25 16 12
--------- --------- ---------
Total Petroleum Liquids Production........... 414 436 434
========= ========= =========
(MILLION CUBIC FEET DAILY)
Natural Gas Deliveries
Consolidated Companies
Natural Gas Deliveries from Owned Reserves:
United States.................................. 832 871 834
Europe......................................... 341 398 409
Other Regions.................................. 31 44 50
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Total Deliveries--Consolidated Operations.... 1,204 1,313 1,293
Share of Equity Affiliates
Natural Gas Deliveries from Owed Reserves:
United States.................................. 38 34 18
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Total Natural Gas Deliveries................. 1,242 1,347 1,311
========= ========= =========
7
AVERAGE PRODUCTION COSTS AND SALES PRICES
The following table presents data as prescribed by the Securities and
Exchange Commission (SEC). Accordingly, the unit costs do not include income
taxes and exploration, development, and general overhead costs. Since these
excluded costs are material, the following data should not be interpreted as
measures of profitability or relative profitability. See Results of Operations
for Oil and Gas Producing Activities on page 58 of Exhibit 13 for a more
complete disclosure of revenues and expenses. See also the references to crude
oil and natural gas prices and volumes in business review of the Petroleum
segment on pages 14-15 of Exhibit 13.
UNITED OTHER
STATES EUROPE REGIONS
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(U.S. DOLLARS)
For the year ended December 31, 1995
Average production costs per barrel equivalent of
petroleum produced(a)................................. $3.78 $4.55 $2.08
Average sales prices of produced petroleum(b)
Per barrel of crude oil and condensate sold.......... 15.53 16.95 16.56
Per thousand cubic feet (MCF) of natural gas sold.... 1.44 2.96 1.13
For the year ended December 31, 1994
Average production costs per barrel equivalent of
petroleum produced(a)................................. 3.99 4.37 1.62
Average sales prices of produced petroleum(b)
Per barrel of crude oil and condensate sold.......... 13.36 15.65 15.18
Per MCF of natural gas sold.......................... 1.78 2.90 1.61
For the year ended December 31, 1993
Average production costs per barrel equivalent of
petroleum produced(a)................................. 4.97 4.34 1.63
Average sales prices of produced petroleum(b)
Per barrel of crude oil and condensate sold.......... 14.66 17.35 15.32
Per MCF of natural gas sold.......................... 1.94 2.77 1.32
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(a) Average production costs per barrel of equivalent liquids, with natural
gas converted to liquids at a ratio of 6 MCF of gas to one barrel of
liquids.
(b) Excludes proceeds from sales of interest in oil and gas properties.
PRESENT ACTIVITIES
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
--------- ------ ------ -------
(NUMBER OF WELLS)
At December 31, 1995
Number of wells drilling*
Gross....................................... 30 12 15 3
Net......................................... 12 7 3 2
Number of productive wells**
Oil wells--gross............................ 11,412 10,785 242 385
--net.................................... 3,689 3,531 21 137
Gas wells--gross............................ 7,713 7,536 118 59
--net................................... 3,231 3,137 38 56
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* Includes wells being completed.
** Approximately 126 gross (45 net) oil wells and 706 gross (242 net) gas
wells, all in the United States, have multiple completions.
8
DEVELOPED AND UNDEVELOPED PETROLEUM ACREAGE
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
--------- ------ ------ -------
(THOUSANDS OF ACRES)
At December 31, 1995
Developed acreage
Gross....................................... 8,325 3,327 1,221 3,777
Net......................................... 4,138 2,271 393 1,474
Undeveloped acreage
Gross....................................... 82,430 1,194 5,475 75,761
Net......................................... 31,717 563 2,312 28,842
NET EXPLORATORY AND DEVELOPMENT WELLS DRILLED
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
--------- ------ ------ -------
(NUMBER OF NET WELLS COMPLETED)
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
For the year ended December 31, 1994
Exploratory--productive...................... 23.8 16.2 2.8 4.8
--dry................................... 39.3 30.0 1.7 7.6
Development--productive...................... 116.4 88.7 5.5 22.2
--dry................................... 14.3 13.3 0.0 1.0
For the year ended December 31, 1993
Exploratory--productive...................... 15.6 10.7 3.4 1.5
--dry................................... 24.5 16.3 2.5 5.7
Development--productive...................... 175.2 158.3 5.0 11.9
--dry................................... 24.5 24.0 0.0 0.5
ESTIMATES OF TOTAL PROVED RESERVES FILED WITH OTHER FEDERAL AGENCIES COVERING
THE YEAR 1995
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
24 natural gas processing plants located in Colorado, Louisiana, New Mexico,
Oklahoma and Texas. Fifteen of the plants are operated by the company. The
company's share of total natural gas liquids production (NGL) from the 24
plants averaged 65,319 barrels per day (BPD) in 1995 and 57,344 BPD in 1994.
Additional NGL production volumes of 13,897 BPD in 1995 and 14,537 BPD in 1994
are attributable to Conoco equity gas processed in third-party-operated
plants. Conoco's 50% owned equity affiliate, C&L Processors Partnership, has
seven natural gas processing plants in
9
Oklahoma and Texas, and the company's pro rata share of NGL production was
8,102 BPD in 1995 and 7,908 BPD in 1994. Other natural gas and gas products
facilities in the United States include an 800-mile intrastate natural gas
pipeline system in Louisiana operated by Conoco's 100% owned subsidiary
Louisiana Gas System, Inc., natural gas and natural gas liquids pipelines in
several states, three underground NGL storage facilities, 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 West Virginia.
Outside the United States, the company's Conoco (U.K.) Limited subsidiary
operates a 50% owned gas processing facility at Theddlethorpe, England.
Kinetica, a 50% joint venture between Conoco (U.K.) and electricity generator
PowerGen, transports and markets natural gas in England. Phoenix Park Gas
Processors, a 41% owned equity affiliate, operates a natural gas plant at
Point Lisas, Trinidad, of which Conoco's share of production was 4,185 BPD in
1995 and 3,915 BPD in 1994.
REFINING
The company currently owns and operates four refineries in the United States
located at Lake Charles, Louisiana; Ponca City, Oklahoma; Billings, Montana;
and Denver, Colorado. The company also owns and operates the Humber refinery
in England and has a 25% interest in a refinery at Karlsruhe in Germany.
Conoco also owns a 40% interest in a company that is constructing a 100,000
BPD refinery near the city of Melaka, Malaysia, with completion scheduled for
1997.
Conoco and two other companies entered into a joint venture with the Czech
Republic to own and operate two refineries in the Czech Republic that are
currently government owned. Conoco has a 16 1/3% interest in the joint venture
as do two other western companies. The Czech government owns the remaining 51%
via the National Property Fund. The two refineries have a combined capacity of
170,000 BPD.
Capacities at year-end 1995 as well as inputs processed during 1995 are
summarized in the following table:
TOTAL UNITED UNITED
WORLDWIDE STATES KINGDOM GERMANY*
--------- ------ ------- --------
(THOUSANDS OF BARRELS DAILY)
At December 31, 1995
Refinery crude oil and condensate distilla-
tion capacity (excluding additional
feedstocks input to other refinery units). 621 448 130 43
For the year ended December 31, 1995
Inputs processed
Crude oil and condensate................. 603 424 133 46
Additional feedstocks input to other re-
finery units............................ 118 32 74 12
- --------
* Represents 25% interest in the Karlsruhe refinery.
Utilization of refinery capacity depends on the market demand for petroleum
products, availability of crude oil and other feedstocks, and the economics of
converting crude oil into refined products.
MARKETING
In the United States, the company sells refined products at retail in 39
states, principally under the "Conoco" brand. In addition, the company markets
a wide range of products other than at retail in all 50 states and the
District of Columbia. Refined products are also sold in Austria, Germany and
the United Kingdom under the "Jet" and "Conoco" brands; in Belgium, France and
Luxembourg under the "Seca" brand; and in Switzerland under the "OK Coop"
brand. The "Jet" brand is used for marketing in the Czech Republic, Denmark,
Finland, Hungary, Ireland, Norway, Poland, Spain, Sweden and Thailand. A joint
venture in Turkey markets under the "TABAS" brand.
10
SUPPLY AND TRANSPORTATION
The company has an extensive pipeline system for crude oil and refined
products. Information concerning daily pipeline shipments is presented below:
1995 1994 1993
---------- ---------- -----------
(THOUSANDS OF BARRELS)
Average Daily Pipeline Shipments
Pipeline shipments of consolidated companies 873 849 761
Equity in shipments of nonconsolidated affil-
iates....................................... 358 365 366
Conoco Pipe Line Company (CPL), a wholly owned subsidiary and operator of
the company's U.S. petroleum pipeline system, transported approximately 843
thousand barrels per day of crude oil and refined products in 1995. In
addition to pipeline facilities, CPL operates, under a management contract,
four marine terminals, one coke-exporting facility, and 52 product terminals
located throughout the United States. These facilities are wholly or jointly
owned by the company. Crude oil is gathered in the Rocky Mountain, mid-
continent and southern Louisiana areas primarily for delivery to local
refiners. Refined products pipelines are located in the Rocky Mountain and
mid-continent areas to serve regional demand centers. Other U.S.
transportation assets include numerous tank cars, barges, tank trucks and
other motor vehicles.
The company also operates a fleet of seagoing crude oil tankers. These
vessels, principally of Liberian registry, are described as follows:
1995 1994 1993
---------- ---------- -----------
(THOUSANDS OF DEADWEIGHT TONS)
Controlled Seagoing Vessel Capacity
Owned or Leased.............................. 881 881 1,139
========= ========= ===========
(NUMBER OF VESSELS)
Number of Vessels 80,000 DWT and Above
Single Hull.................................. 3 3 4
Double Hull.................................. 4 4 4
--------- --------- -----------
Total Vessels.............................. 7 7 8
========= ========= ===========
ITEM 3. 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
would be found to be a contributor to the claimed damage, DuPont began paying
claims. In 1992, after 18 months of extensive research, DuPont scientists
concluded that "Benlate" 50 DF was not responsible for plant damage reports
received since March 1991. Concurrent with these research findings, DuPont
stopped paying claims relating to those reports. To date, DuPont has been
served with more than 700 lawsuits by growers who allege plant damage from
using "Benlate" 50 DF fungicide. Fewer than 100 of the lawsuits brought
against the company since 1991 remain, the rest having been disposed of by
trial, dismissal or settlement. Two appeals from adverse jury verdicts are
pending. One is from a 1994 trial in South Carolina where the jury found
against DuPont and awarded the plaintiff damages of $17.2 million (later
reduced to $7.5 million by the trial judge). The other is from a jury award to
two plaintiffs of $23.9 million in a Kona, Hawaii, trial in 1995. In August
1995, the federal district court in Georgia, which in the summer of 1993 had
presided over the first "Benlate" case to go to trial, issued an order finding
that DuPont had engaged in discovery abuse during the trial and conditionally
fined DuPont $115 million. DuPont is appealing that order to the 11th Circuit
Court of Appeals. Following the district court's order, a shareholder
derivative action was filed in the same court alleging that DuPont's Board of
Directors breached various duties
11
in its role in the "Benlate" litigation. That suit has been stayed pending the
resolution of DuPont's appeal of the Georgia court's order. In September 1995,
a shareholder filed a putative class action in Federal District Court for the
Southern District of Florida against the company and the Chairman. The
plaintiff alleges violations of the federal securities laws, contending that
the company had made certain misrepresentations in connection with its defense
of the crop claims lawsuits. Also in September 1995, a Florida administrative
hearing officer issued an order recommending dismissal of the Florida
Department of Agriculture's administrative complaint against DuPont alleging
"Benlate" was contaminated and caused injury to plants. DuPont continues to
believe that "Benlate" 50 DF fungicide did not cause the alleged damages and
intends to prove this in ongoing matters.
Since 1989, DuPont has been served with approximately 100 homeowner lawsuits
in numerous state and federal courts alleging damages as a result of leaks in
certain polybutylene plumbing systems. Class actions alleging the same damages
have also been filed in a number of jurisdictions. In most cases, DuPont is a
codefendant with Shell, Hoechst-Celanese and parts manufacturers. The
polybutylene plumbing systems consist of flexible pipe extruded from
polybutylene connected by fittings made from acetal. Shell Chemical is the
sole producer of polybutylene; the acetals are provided by Hoechst-Celanese
and DuPont. Two nationwide class actions involving the plumbing systems, one
in Alabama and one in Tennessee, were settled during the fourth quarter 1995.
DuPont, Shell and Hoechst-Celanese are coordinating the terms of those
settlements and setting up various repair facilities to serve participating
class members. DuPont will contribute 10% of the cost of such repairs up to a
total DuPont contribution of $120 million.
The company's balance sheets reflect accruals for estimated costs associated
with both of these matters. Adverse changes in estimates of such costs could
result in additional future charges.
On October 24, 1988, the Louisiana Department of Environmental Quality
(LDEQ) issued a Compliance Order and Notice of Proposed Penalty to Conoco Inc.
for alleged violations of the Louisiana Hazardous Waste Regulations. Following
an inspection, LDEQ proposed a penalty of $165,000 for alleged violations
related to the handling of by-product caustic and other refinery waste
management practices. Negotiations with LDEQ have resulted in a preliminary
agreement to settle the matter for payment of a $45,000 civil penalty.
On June 28, 1991, DuPont entered into a voluntary agreement with the
Environmental Protection Agency (EPA) to conduct an audit of the company's
U.S. sites under the Toxic Substance Control Act (TSCA). Agreement
participation is not an admission of TSCA noncompliance. Maximum stipulated
penalties that DuPont could pay under the agreement are capped at $1 million.
The first phase of the audit was completed, but no findings have been issued.
Subject to the EPA's issuance of new reporting criteria (delayed since 1991),
a second phase of the audit will begin.
On December 21, 1993, Conoco's Denver refinery received a Notice of
Violation from the EPA, Region VIII, and the Colorado Department of Health
requesting a civil penalty of $169,500 in a dispute over proper scope and
scheduling of certain RCRA on-site investigation activities. The investigation
activities have previously been the subject of a settlement with the EPA and
the Colorado Department of Health, and the work performed has been in
compliance with such agreement in the opinion of company counsel. As such, it
is anticipated that the fine will be significantly reduced pursuant to
negotiations between the parties.
On 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.
12
The EPA filed on October 7, 1994, an administrative complaint against DuPont
proposing to assess $1.9 million in civil penalties for distributing triazine
herbicides with product labels that the EPA alleges were not in compliance
with its new Worker Protection Standards. The labels were submitted to the EPA
for approval in July 1993 and accepted by the EPA in November. However, in
March of 1994, the EPA notified DuPont of alleged errors in the labels after
most of the products had been shipped and were in the distribution chain.
DuPont has cooperated with the EPA in making label changes and has issued
supplemental labeling for all products that had been distributed. DuPont
believes the proposed penalties are unwarranted and has filed a motion for
summary judgment in administrative court.
On January 19, 1995, EPA Region IV issued a "Notice of Violation and
Opportunity to Show Cause" against the Wurtland, Kentucky, sulphuric acid
plant for 192 alleged violations of release reporting obligations under the
Emergency Planning and Community Right to Know Act. The EPA proposed a civil
penalty of $918,000 to resolve the matter, but thus far the parties have been
unable to informally resolve the dispute. The EPA is expected to file a
complaint in the matter.
On January 31, 1995, DuPont received a Notice of Proposed Assessment of
Civil Penalty from the Region III office of the EPA alleging various
violations of the Clean Water Act at DuPont's Edge Moor Plant in Edge Moor,
Delaware. The Proposed Assessment seeks a Class II administrative penalty of
$121,000. The matter is under negotiation with the EPA.
On April 12, 1995, the 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 seeks civil penalties of $125,000. DuPont has appealed the
complaint and is vigorously defending.
On May 30, 1995, DuPont received a complaint from the EPA alleging that in
24 instances in 1990 and 1991, DuPont distributed or sold certain benomyl
fungicide products in violation of the Federal Insecticide, Fungicide and
Rodenticide Act (FIFRA). The EPA has proposed a civil penalty of $120,000.
EPA's allegations are based on the contention that an analysis by EPA in 1994
indicated that an impurity, which is part of DuPont's statement of formula,
had slightly exceeded an upper certified limit established by EPA. DuPont
believes the Agency's complaint is without merit and intends to contest the
matter.
On July 26, 1995, the Region V office of the EPA filed an Administrative
Complaint/Assessment of Penalty against DuPont's East Chicago plant alleging
nineteen recordkeeping and reporting violations of sections 311 and 312 of the
Emergency Planning and Community Right to Know Act (EPCRA) between 1987 and
1991. The complaint seeks penalties of $262,260 for alleged failures to file
or for the filing of incomplete Tier II Chemical Inventory forms. Settlement
discussions with the EPA are underway.
On December 5, 1995, the Kentucky Natural Resources and Environmental
Protection Cabinet filed a complaint against DuPont as a result of an oleum
release at DuPont's Wurtland, Kentucky, facility on August 20, 1995. The
complaint alleges that 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 seeks penalties of at least $400,000 as well as
reimbursement for response costs. DuPont is defending the matter and preparing
for nonbinding mediation with the state in April.
13
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 5, 1996, of the company's executive
officers.
EXECUTIVE
OFFICER
AGE SINCE
--- ---------
President and Chief Executive Officer
John A. Krol(1)................................................ 59 1987
Other Executive Officers:
Jerald A. Blumberg, Executive Vice President................... 56 1990
Archie W. Dunham, Executive Vice President(1).................. 57 1985
Gary W. Edwards, Senior Vice President......................... 54 1991
Michael B. Emery, Senior Vice President........................ 57 1990
Charles L. Henry, Executive Vice President and Chief Financial
Officer....................................................... 54 1986
Charles O. Holliday, Jr., Executive Vice President............. 47 1992
Robert v.d. Luft, Senior Vice President(2)..................... 60 1988
Robert E. McKee, III, Senior Vice President.................... 50 1992
Joseph A. Miller, Jr., Senior Vice President................... 54 1994
Stacey J. Mobley, Senior Vice President........................ 50 1992
Howard J. Rudge, Senior Vice President and General Counsel..... 60 1994
- --------
(1) Member of the Board of Directors.
(2) Mr. Luft retires March 31, 1996.
The Company's executive officers are elected or appointed for the ensuing
year or for an indefinite term, and until their successors are elected or
appointed. Each officer named above has been an officer or an executive of
DuPont or its subsidiaries during the past five years.
14
PART II
Information with respect to the following Items can be found on the
indicated pages of Exhibit 13 if not otherwise included herein.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The company's common stock is listed on the New York Stock Exchange, Inc.
(symbol DD) and certain non-U.S. exchanges. The number of record holders of
common stock was 165,515 at December 31, 1995 and 164,043 at March 5, 1996.
PAGE(S)
-------
Quarterly Financial Data:
Dividends Per Share of Common Stock.................................. 64
Market Price of Common Stock (High/Low).............................. 64
ITEM 6. SELECTED FINANCIAL DATA
Five-Year Financial Review:
Summary of Operations................................................ 65
Financial Position at Year End....................................... 65
General.............................................................. 65
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Letter to Stockholders................................................. 1-3*
Industry Segment Reviews:
Fibers............................................................... 6-7**
Diversified Businesses............................................... 10-11**
Petroleum............................................................ 14-15**
Chemicals............................................................ 18-19**
Polymers............................................................. 22-23**
Management's Discussion and Analysis:
Stock Redemption from Seagram........................................ 25
Joint Venture Formation and Divestitures............................. 25
Analysis of Operations............................................... 25-26
Financial Condition and Cash Flows................................... 26-28
Financial Instruments................................................ 28-29
Environmental Matters................................................ 29-31
The company does not plan to adopt the measurement principles of Financial
Accounting Standards Board Statement No. 123, "Accounting for Stock-Based
Compensation." The disclosures required by this standard will be included in a
note to the 1996 financial statements.
- --------
* Includes text of letter except for photograph and related caption on page 2
and for chart on page 3.
** Excludes photographs and related captions.
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PAGE(S)
-------
Financial Statements:
Report of Independent Accountants.................................... 33
Consolidated Income Statement for 1995, 1994 and 1993................ 34
Consolidated Balance Sheet as of December 31, 1995 and December 31,
1994................................................................ 35
Consolidated Statement of Stockholders' Equity for 1995, 1994 and
1993................................................................ 36
Consolidated Statement of Cash Flows for 1995, 1994 and 1993......... 37
Notes to Financial Statements........................................ 38-57
Supplemental Financial Information:
Supplemental Petroleum Data:
Oil and Gas Producing Activities................................... 58-63
Quarterly Financial Data and related notes for the following items
for the two years 1995 and 1994:
Sales................................................................ 64
Cost of Goods Sold and Other Expenses................................ 64
Net Income........................................................... 64
Earnings Per Share of Common Stock................................... 64
Dividends Per Share of Common Stock.................................. 64
Market Price of Common Stock......................................... 64
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OF 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 1996 Annual Meeting Proxy Statement
dated March 18, 1996, filed in connection with the Annual Meeting of
Stockholders to be held April 24, 1996. 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............................. 8
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors............................................... 2-3
Compensation and Stock Option Information............................... 12-14
Retirement Benefits..................................................... 15
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Beneficial Ownership of Securities...................................... 8
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, 1995.
Separate financial statements of affiliated companies accounted for by
the equity method are omitted because no such affiliate individually
constitutes a 20% significant subsidiary.
3. Exhibits
The following list of exhibits includes both exhibits submitted with this
Form 10-K as filed with the SEC and those incorporated by reference to other
filings:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Company's Certificate of Incorporation, as last amended December 22,
1989 (incorporated by reference to Exhibit 3.1 of the company's Annual
Report on Form 10-K for the year ended December 31, 1994).
3.2 Company's Bylaws, as last revised January 1, 1996.
3.3 Company's Bylaws, as last revised December 1, 1995.
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 Agreements and related documents dated as of April 6, 1995, between
and/or among the company and The Seagram Company Ltd., JES
Developments, Inc.; the company and Warco Transfer Corporation; the
company and certain individuals (incorporated by reference to Exhibit
99 of Form 8-K/A filed April 13, 1995, as Amendment No. 1 to Form 8-K
filed by the company on April 7, 1995).
10.2* Company's Corporate Sharing Plan, as last amended August 28, 1991
(incorporated by reference to Exhibit 10.2 of the company's Annual
Report on Form 10-K for the year ended December 31, 1992).
10.3* Company's Deferred Compensation Plan for Directors, as last amended
November 21, 1986 (incorporated by reference to Exhibit 10.3 of the
company's Annual Report on Form 10-K for the year ended December 31,
1992).
10.4* Company's Supplemental Retirement Income Plan, as last amended
effective October 1, 1991 (incorporated by reference to Exhibit 10.4
of the company's Annual Report on Form 10-K for the year ended
December 31, 1991).
10.5* Company's Pension Restoration Plan, as last amended effective October
1, 1991 (incorporated by reference to Exhibit 10.5 of the company's
Annual Report on Form 10-K for the year ended December 31, 1991).
- --------
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this Form 10-K.
17
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.6.1* Retirement Restoration Plan I of Conoco Inc., adopted by the Board of
Directors on December 18, 1995.
10.6.2* Retirement Restoration Plan II of Conoco Inc., adopted by the Board of
Directors on December 18, 1995.
10.7* Company's Stock Performance Plan, as last amended effective September
28, 1994 (incorporated by reference to Exhibit 10.7 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
10.8* Company's Variable Compensation Plan, as last amended effective
November 24, 1993, reflecting changes approved by the Board on that
date for Shareholder approval on April 27, 1994 (incorporated by
reference to Exhibit 10.8 of the company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994).
10.9* Company's Salary Deferral & Savings Restoration Plan effective April
26, 1994 (incorporated by reference to Exhibit 10.9 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
10.10* 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).
10.11* Letter Agreement and Consulting Agreement, dated as of October 9,
1995, between the company and C. S. Nicandros.
11 Statement re calculation of earnings per share.
12 Statement re computation of the ratio of earnings to fixed charges.
13 The 1995 "Letter to Stockholders," Business Review Section, and
Financial Information Section of the Annual Report to Shareholders for
the year ended December 31, 1995, which are furnished to the
Commission for information only, and not filed except as expressly
incorporated by reference in this Report.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
- --------
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this Form 10-K.
(b) Reports on Form 8-K
Reports on Form 8-K:
(1) On January 5, 1996, a Current Report on Form 8-K was filed in
connection with Debt Securities that may be offered on a delayed or
continuous basis under its Registration Statements on Form S-3 (No. 33-
48128, No. 33-53327 and No. 33-61339). Under Item 5, "Other Events," the
Registrant announced two nonrecurring charges against fourth quarter 1995
earnings totaling $.15 per share. The first charge related to a recent
settlement of a nationwide class-action plumbing lawsuit ($.07 a share) and
the second to write-downs of certain petroleum assets ($.08 a share).
(2) On January 24, 1996, a Current Report on Form 8-K was filed in
connection with Debt Securities that may be offered on a delayed or
continuous basis under its Registration Statements on Form S-3 (No. 33-
48128, No. 33-53327 and No. 33-61339). Under Item 7, "Financial Statements
and Exhibits," the Registrant's Earnings Press Release, dated January 24,
1996, was filed.
18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED AND IN THE CAPACITIES INDICATED, AS
OF THE 20TH DAY OF MARCH 1996.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
C. L. Henry
By_____________________________________
C. L. HENRY, EXECUTIVE VICE
PRESIDENT--DUPONT FINANCE (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED ON THE 20TH DAY OF MARCH 1996, BY THE FOLLOWING PERSONS
ON BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED:
CHAIRMAN OF THE BOARD:
E. S. Woolard, Jr.
-------------------------------
E. S. WOOLARD, JR.
PRESIDENT AND CHIEF
EXECUTIVE OFFICER AND
DIRECTOR
(PRINCIPAL EXECUTIVE
OFFICER):
J. A. Krol
- -------------------------
J. A. KROL
EXECUTIVE VICE PRESIDENT
AND DIRECTOR:
A. W. Dunham
- -------------------------
A. W. DUNHAM
DIRECTORS:
P. N. Barnevik E. B. Du Pont W. K. Reilly
- ------------------------- ------------------------- -------------------------
P. N. BARNEVIK E. B. DU PONT W. K. REILLY
A. F. Brimmer C. M. Harper H. R. Sharp, III
- ------------------------- ------------------------- -------------------------
A. F. BRIMMER C. M. HARPER H. R. SHARP, III
L. C. Duemling L. D. Juliber C. M. Vest
- ------------------------- ------------------------- -------------------------
L. C. DUEMLING L. D. JULIBER C. M. VEST
19
E. I. DU PONT DE NEMOURS AND COMPANY
INDEX OF EXHIBITS
Exhibit
Number Description
- ------- -----------
3.1 Company's Certificate of Incorporation, as last amended December 22,
1989 (incorporated by reference to Exhibit 3.1 of the company's
Annual Report on Form 10-K for the year ended December 31, 1994).
3.2 Company's Bylaws, as last revised January 1, 1996.
3.3 Company's Bylaws, as last revised December 1, 1995.
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 Agreements and related documents dated as of April 6, 1995, between
and/or among the company and The Seagram Company Ltd., JES
Developments, Inc.; the company and Warco Transfer Corporation; the
company and certain individuals (incorporated by reference to
Exhibit 99 of Form 8-K/A filed April 13, 1995, as Amendment No. 1 to
Form 8-K filed by the company on April 7, 1995).
10.2* Company's Corporate Sharing Plan, as last amended August 28, 1991
(incorporated by reference to Exhibit 10.2 of the company's Annual
Report on Form 10-K for the year ended December 31, 1992).
10.3* Company's Deferred Compensation Plan for Directors, as last amended
November 21, 1986 (incorporated by reference to Exhibit 10.3 of the
company's Annual Report on Form 10-K for the year ended December 31,
1992).
10.4* Company's Supplemental Retirement Income Plan, as last amended
effective October 1, 1991 (incorporated by reference to Exhibit 10.4
of the company's Annual Report on Form 10-K for the year ended
December 31, 1991).
10.5* Company's Pension Restoration Plan, as last amended effective
October 1, 1991 (incorporated by reference to Exhibit 10.5 of the
company's Annual Report on Form 10-K for the year ended December 31,
1991).
10.6.1* Retirement Restoration Plan I of Conoco Inc., adopted by the Board
of Directors on December 18, 1995.
10.6.2* Retirement Restoration Plan II of Conoco Inc., adopted by the Board
of Directors on December 18, 1995.
___________________
*Management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K.
Exhibit
Number Description
- ------- -----------
10.7* Company's Stock Performance Plan, as last amended effective
September 28, 1994 (incorporated by reference to Exhibit 10.7 of the
company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994).
10.8* Company's Variable Compensation Plan, as last amended effective
November 24, 1993, reflecting changes approved by the Board on that
date for Shareholder approval on April 27, 1994 (incorporated by
reference to Exhibit 10.8 of the company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994).
10.9* Company's Salary Deferral & Savings Restoration Plan effective April
26, 1994 (incorporated by reference to Exhibit 10.9 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
10.10* 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).
10.11* Letter Agreement and Consulting Agreement, dated as of October 9,
1995, between the company and C. S. Nicandros.
11 Statement re calculation of earnings per share.
12 Statement re computation of the ratio of earnings to fixed charges.
13 The 1995 "Letter to Stockholders," Business Review Section, and
Financial Information Section of the Annual Report to Shareholders
for the year ended December 31, 1995, 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.