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1996
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1996 COMMISSION FILE NUMBER 1-815
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E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0014090
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 302-774-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT
(EACH CLASS IS REGISTERED ON THE NEW YORK STOCK EXCHANGE, INC.):
TITLE OF EACH CLASS
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.
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 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 7, 1997, was
approximately $63.2 billion. As of such date, 565,696,946 shares (excludes
13,345,779 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 1996 Annual Report to Stockholders........ I, II, and IV
The company's Proxy Statement, dated March 21, 1997, in
connection with the Annual Meeting of Stockholders to
be held on April 30, 1997.............................. III
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E. I. DU PONT DE NEMOURS AND COMPANY
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The terms "DuPont" or the "company" as used herein refer to E. I. du Pont de
Nemours and Company and its consolidated subsidiaries (which are wholly owned
or majority-owned), or to E. I. du Pont de Nemours and Company, as the context
may indicate.
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TABLE OF CONTENTS
PAGE
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PART I
Item 1. Business................................................... 3
Item 2. Properties................................................. 6
Item 3. Legal Proceedings.......................................... 12
Item 4. Submission of Matters to a Vote of Security Holders........ 15
Executive Officers of the Registrant....................... 15
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters........................................ 16
Item 6. Selected Financial Data.................................... 16
Item 7. Management's Discussion and Analysis of Financial Condition
Results of Operations...................................... 16
Item 8. Financial Statements and Supplementary Data................ 17
Item 9. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure................................... 17
PART III
Item 10. Directors and Executive Officers of the Registrant......... 17
Item 11. Executive Compensation..................................... 17
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................. 17
Item 13. Certain Relationships and Related Transactions............. 17
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K................................................... 18
Signatures............................................................ 20
NOTE ON INCORPORATION BY REFERENCE
Throughout this report, various information and data are incorporated by
reference to portions of the company's 1996 Annual Report to Stockholders
(those portions are hereinafter referred to as Exhibit 13). Any reference in
this report to disclosures in Exhibit 13 shall constitute incorporation by
reference of that specific material into this Form 10-K.
2
PART I
ITEM 1. BUSINESS
DuPont was founded in 1802 and was incorporated in Delaware in 1915. DuPont
is the largest chemical company in the world. The company conducts fully
integrated petroleum operations primarily through its wholly owned subsidiary
Conoco Inc. and, in 1996, ranked ninth in the worldwide production of
petroleum liquids by U.S.-based companies, tenth in the production of natural
gas, and seventh in refining capacity. Conoco Inc. and other subsidiaries and
affiliates of DuPont conduct exploration, production, mining, manufacturing or
selling activities, and some are distributors of products manufactured by the
company.
The company operates globally through approximately 20 strategic business
units. Within the strategic business units approximately 80 businesses
manufacture and sell a wide range of products to many different markets,
including the energy, transportation, textile, construction, automotive,
agricultural, printing, health care, packaging and electronics markets.
During 1996, the company essentially completed repayment of the $8.3 billion
of debt incurred to fund the 1995 redemption of 156 million DuPont common
shares beneficially owned by The Seagram Company Ltd., and it repurchased for
$504 million the 156 million warrants issued to Seagram. Also in 1996, the
company divested essentially all of its medical products businesses, sold 30%
of its photomasks business through an initial public offering, and entered
into a 50-50 joint venture for its elastomers business with The Dow Chemical
Company.
The company and its subsidiaries have operations in about 70 nations
worldwide and, as a result, about 50% of consolidated sales are derived from
sales outside the United States, based on the location of the customer. Total
worldwide employment at year-end 1996 was about 97,000 people.
The company is organized for financial reporting purposes into six principal
industry segments--Chemicals, Fibers, Life Sciences, 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 1996:
Letter to Stockholders............................................... 1-3*
Industry Segment Reviews:
Business Discussions, Principal Products and Principal Markets:
Chemicals........................................................... 14
Fibers.............................................................. 15
Life Sciences....................................................... 16-17
Polymers............................................................ 17-18
Petroleum........................................................... 18-19
Diversified Businesses.............................................. 20
Sales, Transfers, Operating Profit, After-Tax Operating Income, and
Identifiable Assets for 1996, 1995, and 1994........................ 49-50
Geographic Information:
Sales, Transfers, After-Tax Operating Income, Identifiable Assets,
and U.S. Export Sales for 1996, 1995, and 1994...................... 48
Revenues by Product Class (See footnote 1 on page 50 of Exhibit 13).... 50
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* Includes text of letter except for photograph and related caption on page 2
and the chart on page 3.
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.
The major purchased commodities, raw materials, and supplies for the
following industry segments in 1996 are listed below:
DIVERSIFIED
CHEMICALS FIBERS BUSINESSES POLYMERS
- ------------------- ------------------- ------------------- -------------------
acetylene adipic acid aluminum acetic acid
benzene ammonia ethylene glycol butadiene
caustic soda butadiene gold caustic soda
chlorine cyclohexane palladium/platinum chlorine
chloroform ethylene glycol paraxylene ethane
cyclohexane isophthalic acid silver fiberglass
fluorspar natural gas packaging materials methanol
hydrofluoric acid nitrogen methacrylates
methanol packaging materials nitrogen
oxygen/nitrogen paraxylene packaging materials
packaging materials polyethylene LIFE SCIENCES pigments
perchloroethylene ------------------- polyethylene
propylene bromacil
sulfur cyanuric chloride
titanium ores metribuzin
packaging materials
In the Petroleum segment, the major commodities and raw materials purchased
are the same as those produced. Approximately 57% of the crude oil processed
in the company's U.S. refineries in 1996 came from U.S. sources. In 1996, the
company's refineries outside the United States processed principally North
Sea, Russian, and Middle East crude oils.
In addition, during 1996, the company consumed substantial amounts of
electricity and natural gas for energy.
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 1996, the company was granted 414 U.S. and 2,100 non-U.S. patents.
The company also has approximately 2,000 individual trademarks and brands
for its products and services which are registered in various countries
throughout the world. Ownership rights in trademarks continue indefinitely if
the trademarks are continued in use and properly protected.
4
SEASONALITY
In general, sales of the company's products are not substantially affected
by seasonality. However, the Life Sciences segment is impacted by seasonality
of sales of agricultural products with highest sales in the first half of the
year, particularly the second quarter. Within the Petroleum segment, the mix
of refined products, natural gas and natural gas liquids produced and sold
varies because of increased demand for gasoline in the summer months and
natural gas, heating oil and propane during the winter months.
MAJOR CUSTOMERS
The company's sales are not materially dependent on a single customer or
small group of customers. The Fibers and Polymers segments, however, have
several large customers in their respective industries that are important to
these segments' operating results.
COMPETITION
Principal competitors in the chemical industry include major chemical
companies based in the United States, Europe, Japan, China and other Asian
nations. Competitors offer a comparable range of products from agricultural,
commodity and specialty chemicals to plastics and fibers products. The company
also competes in certain product markets with smaller, more specialized firms.
Principal competitors in the petroleum industry are integrated oil companies
(including national oil companies), many of which also have substantial
petrochemical operations, and a variety of other firms including independent
oil and gas producers, pipeline companies, and large and small refiners and
marketers. In addition, the company competes with the growing petrochemical
operations in oil-producing countries.
Businesses in the Chemicals, Fibers, Life Sciences, 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 reliability of supply as well.
Further information relating to competition is included in two areas of
Exhibit 13: (1) the "Letter to Stockholders" (under "Growth Will Be Global")
on page 2 and (2) Industry Segment Reviews on pages 14-20.
RESEARCH AND DEVELOPMENT
The company performs research and development at more than 75 sites
worldwide. In the United States, research is conducted at over 40 sites in 18
states at either dedicated research facilities or manufacturing plants. The
highest concentration of research is carried out at several large research
centers in and around Wilmington, Delaware, which supports strategic business
units in the Chemicals, Fibers, Life Sciences, 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
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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.
Further information regarding research and development is in Exhibit 13 on
page 2 of the "Letter to Stockholders" (under "Innovation: Research is Key").
Annual research and development expense and such expense shown "As Percent of
Sales" for the five years 1992 through 1996 are included under the heading
"General" of the Five-Year Financial Review on page 58 of Exhibit 13.
ENVIRONMENTAL MATTERS
Information relating to environmental matters is included in three areas of
Exhibit 13: (1) the "Letter to Stockholders" (under "Results On All Fronts")
on page 3, (2) "Management's Discussion and Analysis" on pages 25-27; and (3)
Notes 1 and 25 to the Financial Statements on pages 33-34 and 47.
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 14-20. Information regarding research and
development facilities is incorporated by reference to Item 1, Business--
Research and Development on pages 5 and 6 of this report. Additional
information with respect to the company's property, plant and equipment, and
leases is contained in Notes 10 and 25 to the company's consolidated financial
statements on pages 37 and 47 of Exhibit 13.
CHEMICALS, FIBERS, LIFE SCIENCES, POLYMERS, AND DIVERSIFIED BUSINESSES
Approximately 75% of the property, plant and equipment related to operations
in the Chemicals, Fibers, Life Sciences, Polymers, and Diversified Businesses
is located in the United States and Puerto Rico. This
6
investment is located at some 70 sites, principally in Texas, Delaware,
Virginia, North Carolina, Tennessee, West Virginia, South Carolina, and New
Jersey. The principal locations within these states are as follows:
TEXAS DELAWARE VIRGINIA NORTH CAROLINA
- ---------------- ------------------ ------------------ ----------------------
Beaumont, Edge Moor, Newark Front Royal, Fayetteville, Kinston,
Corpus Christi, and Seaford James River, Raleigh and Wilmington
LaPorte, Orange Martinsville,
and Victoria Richmond and
Waynesboro
TENNESSEE WEST VIRGINIA SOUTH CAROLINA NEW JERSEY
- ---------------- ------------------ ------------------ ----------------------
Chattanooga, Belle, Martinsburg Camden, Charleston Deepwater and
Memphis, and Parkersburg and Florence Parlin
New Johnsonville
and Old Hickory
Property, plant and equipment outside the United States and Puerto Rico is
located at about 70 sites, principally in Canada, Germany, the United Kingdom,
The Netherlands, Luxembourg, Singapore, Spain, Mexico, Taiwan, France, Brazil,
Japan, China, Belgium, Argentina and Republic of Korea. Products from more
than one business are frequently produced at the same location.
The company's plants and equipment are well maintained and in good operating
condition. Sales as a percent of capacity were 88% in 1996, 86% in 1995, and
87% in 1994. 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 18-19 and 51-56 of Exhibit 13. Estimated proved reserves of
oil and gas are found on pages 53 and 54 of Exhibit 13. Information regarding
the company's refining, marketing, supply, and transportation properties is
also provided on pages 18-19 of Exhibit 13.
7
PETROLEUM PRODUCTION
The following tables show the company's interests in petroleum liquids
production and natural gas deliveries. Petroleum liquids production comprises
crude oil and condensate produced for the company's account plus its share of
natural gas liquids (NGL'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.
1996 1995 1994
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(THOUSANDS OF BARRELS DAILY)
Petroleum Liquids Production
Consolidated Companies
Crude Oil, Condensate, and Natural Gas Liquids
from Owned Reserves:
United States................................. 82 83 94
Europe........................................ 182 143 160
Other Regions................................. 88 98 109
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Subtotal.................................... 352 324 363
Natural Gas Liquids from Gas Plant Ownership:
United States................................. 67 65 57
--------- --------- ---------
Total Production--Consolidated Operations... 419 389 420
Share of Equity Affiliates
Crude Oil, Condensate, and Natural Gas Liquids
from Owned Reserves............................ 13 12 4
Natural Gas Liquids from Gas Plant Ownership.... 13 13 12
--------- --------- ---------
Total Production--Equity Affiliates......... 26 25 16
--------- --------- ---------
Total Petroleum Liquids Production.......... 445 414 436
========= ========= =========
(MILLION CUBIC FEET DAILY)
Natural Gas Deliveries
Consolidated Companies
Natural Gas Deliveries from Owned Reserves:
United States................................. 828 832 871
Europe........................................ 416 341 398
Other Regions................................. 41 31 44
--------- --------- ---------
Total Deliveries--Consolidated Operations... 1,285 1,204 1,313
Share of Equity Affiliates
Natural Gas Deliveries from Owned Reserves:
United States................................. 24 38 34
--------- --------- ---------
Total Natural Gas Deliveries................ 1,309 1,242 1,347
========= ========= =========
8
AVERAGE PRODUCTION COSTS AND SALES PRICES
The following table presents data as prescribed by the Securities and
Exchange Commission (SEC). Accordingly, the unit costs do not include income
taxes and exploration, development, and general overhead costs. Since these
excluded costs are material, the following data should not be interpreted as
measures of profitability or relative profitability. See Results of Operations
for Oil and Gas Producing Activities on page 51 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 18-19 of Exhibit 13.
UNITED OTHER
STATES EUROPE REGIONS
------ ------ -------
(U.S. DOLLARS)
For the year ended December 31, 1996
Average production costs per barrel equivalent of
petroleum produced(a)................................. $ 4.11 $ 3.95 $ 2.08
Average sales prices of produced petroleum(b)
Per barrel of crude oil and condensate sold........... 18.68 20.94 19.47
Per thousand cubic feet (MCF) of natural gas sold..... 1.90 2.92 1.24
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 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
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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, 1996
Number of wells drilling*
Gross........................................ 24 9 12 3
Net.......................................... 8 5 2 1
Number of productive wells**
Oil wells--gross............................. 9,013 8,453 238 322
--net.................................... 3,004 2,853 21 130
Gas wells--gross............................. 7,601 7,433 122 46
--net.................................... 3,207 3,116 27 64
- --------
* Includes wells being completed.
** Approximately 92 gross (31 net) oil wells and 689 gross (226 net) gas
wells, all in the United States, have multiple completions.
9
DEVELOPED AND UNDEVELOPED PETROLEUM ACREAGE
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
--------- ------ ------ -------
(THOUSANDS OF ACRES)
At December 31, 1996
Developed acreage
Gross........................................ 7,578 2,729 1,084 3,765
Net.......................................... 3,390 1,610 313 1,467
Undeveloped acreage
Gross........................................ 100,106 2,704 5,505 91,897
Net.......................................... 61,226 1,998 2,317 56,911
NET EXPLORATORY AND DEVELOPMENT WELLS DRILLED
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
--------- ------ ------ -------
(NUMBER OF NET WELLS COMPLETED)
For the year ended December 31, 1996
Exploratory--productive...................... 42.8 1.6 2.0 39.2
--dry................................... 20.5 10.3 4.0 6.2
Development--productive...................... 89.9 73.1 6.1 10.7
--dry................................... 17.3 13.5 0.3 3.5
For the year ended December 31, 1995
Exploratory--productive...................... 34.2 12.8 1.4 20.0
--dry................................... 38.2 22.1 4.9 11.2
Development--productive...................... 109.5 94.3 8.0 7.2
--dry................................... 13.7 10.7 0.0 3.0
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
ESTIMATES OF TOTAL PROVED RESERVES FILED WITH OTHER
FEDERAL AGENCIES COVERING THE YEAR 1996
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
27 natural gas processing plants located in Colorado, Louisiana, New Mexico,
Oklahoma and Texas. Eighteen of the plants are operated by the company. The
company's share of total natural gas liquids production (NGL) from the 27
plants averaged 67,489 barrels per day (BPD) in 1996 and 65,875 BPD in 1995.
Additional NGL production volumes of 19,279 BPD in 1996 and 13,079 BPD in 1995
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
10
Oklahoma and Texas, and the company's pro rata share of NGL production was
7,926 BPD in 1996 and 8,102 BPD in 1995. 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, two underground NGL storage facilities, a 19,000 BPD natural
gas liquids fractionating plant in Gallup, New Mexico, a 22.5% equity interest
in a 104,000 BPD natural gas liquids fractionating plant in Mt. Belvieu,
Texas, owned by affiliated Gulf Coast Fractionators, and a 75% equity interest
in the Pocahontas Gas Partnership that gathers, treats, and markets coal bed
methane associated with coal mines in Virginia.
Outside the United States, the company's Conoco (U.K.) Limited subsidiary
operates a 50% owned gas processing facility at Theddlethorpe, England.
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 4,936 BPD in
1996 and 4,185 BPD in 1995.
REFINING
The company currently owns and operates four refineries in the United States
located at Lake Charles, Louisiana; Ponca City, Oklahoma; Billings, Montana;
and Denver, Colorado. The company also owns and operates the Humber refinery
in England and owns a 16.33% interest in two refineries in the Czech Republic.
Conoco also owns a 40% interest in a company that is constructing a 100,000
barrel-per-day refinery near the city of Melaka, Malaysia, with completion
scheduled for 1997.
During 1996, a refinery in Karlsruhe, Germany, in which Conoco has a 25%
interest, reached an agreement to integrate its operations with an adjacent
refinery. Conoco's interest in the combined refining complex will be 18.75%
upon completion of the integration. It is anticipated the integration will be
completed in 1997.
Capacities at year-end 1996 as well as inputs processed during 1996 are
summarized in the following table:
TOTAL UNITED UNITED CZECH
WORLDWIDE STATES KINGDOM GERMANY* REPUBLIC**
--------- ------ ------- -------- ----------
(THOUSANDS OF BARRELS DAILY)
At December 31, 1996
Refinery crude oil and
condensate distillation
capacity (excluding additional
feedstocks input to other
refinery units)................ 708 491 146 43 28
For the year ended
December 31, 1996 Inputs proc-
essed
Crude oil and condensate....... 615 425 121 47 22
Additional feedstocks input to
other refinery units.......... 117 26 76 14 1
- --------
* Represents 25% interest in the Karlsruhe refinery.
** Represents 16.33% interest in two Czech Republic refineries.
Utilization of refinery capacity depends on the market demand for petroleum
products, availability of crude oil and other feedstocks, and the economics of
converting crude oil into refined products.
MARKETING
In the United States, the company sells refined products at retail in 34
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,
11
Denmark, Finland, Hungary, Norway, Poland, Slovakia, Spain, Sweden and
Thailand. A joint venture in Turkey markets under the "TABAS" brand.
During 1996, Conoco sold its marketing subsidiary in Ireland to Statoil.
SUPPLY AND TRANSPORTATION
The company has an extensive pipeline system for crude oil and refined
products. Information concerning daily pipeline shipments is presented below:
1996 1995 1994
------- ------- -------
(THOUSANDS OF BARRELS)
Average Daily Pipeline Shipments
Pipeline shipments of consolidated companies....... 845 873 849
Equity in shipments of nonconsolidated affiliates.. 360 358 365
Conoco Pipe Line Company (CPL), a wholly owned subsidiary and operator of
the company's U.S. petroleum pipeline system, transported approximately 814
thousand barrels per day of crude oil and refined products in 1996. In
addition to pipeline facilities, CPL operates, under a management contract,
three marine terminals, one coke-exporting facility, and 43 product terminals
located throughout the United States. These facilities are wholly or jointly
owned by the company. Crude oil is gathered in the Rocky Mountain, mid-
continent, and southern Louisiana areas primarily for delivery to local
refiners. Refined products pipelines are located in the Rocky Mountain and
mid-continent areas to serve regional demand centers. Other U.S.
transportation assets include numerous tank cars, barges, tank trucks, and
other motor vehicles.
The company also operates a fleet of seagoing crude oil tankers. These
vessels, principally of Liberian registry, are described as follows:
1996 1995 1994
----------- ---------- ----------
(THOUSANDS OF DEADWEIGHT TONS)
Controlled Seagoing Vessel Capacity Owned or
Leased...................................... 1,006 881 881
=========== ========= =========
Number of Vessels 80,000 DWT and Above (NUMBER OF VESSELS)
Single Hull................................ 3 3 3
Double Hull................................ 5 4 4
----------- --------- ---------
Total Vessels............................ 8 7 7
=========== ========= =========
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
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 remaining cases include both alleged
personal injury and crop damage cases. Four cases recently filed in West
Virginia 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 brought in Florida
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 of a federal district court in
Georgia which had found
12
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. 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 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
litigation with the alleged effect of inflating the price of DuPont's stock
between June 19, 1993, and January 27, 1995. 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. Two similar cases have been filed in Hawaii, one of which was recently
transferred to the Northern District federal court in Georgia. 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.
Since 1989, DuPont has been named as a defendant in numerous homeowner
lawsuits in various state and federal courts alleging property damage
resulting from leaks in certain polybutylene plumbing systems. In most cases,
DuPont is a codefendant with Shell, Hoechst-Celanese, and parts manufacturers.
The polybutylene plumbing systems consist of sections of flexible pipe
extruded from polybutylene connected with fittings made from acetal. Shell
Chemical is the sole producer of polybutylene; the acetals are provided by
Hoechst-Celanese and DuPont. In 1995 DuPont settled a national class action
lawsuit involving the plumbing systems by agreeing to contribute up to 10% of
the cost of repair and replacement of the plumbing systems. DuPont's total
contribution under the settlement is capped at $120 million. Several dozen
cases involving individual or groups of homeowners who have opted out of the
settlement remain pending.
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 June 28, 1991, DuPont entered into a voluntary agreement with the U.S.
Environmental Protection Agency (EPA) to conduct an audit of the U.S. sites
under the Toxic Substance Control Act (TSCA). Participation in the audit
agreement was not an admission of TSCA noncompliance. Maximum stipulated
penalties under the agreement were capped at $1 million. The first phase of
the audit was completed, but a second phase of the audit, set to begin after
EPA's issuance of new reporting criteria (delayed since 1991), was cancelled
in June 1996 by the EPA. The EPA has now issued a consent order/agreement
assessing a $1 million dollar penalty against DuPont. The penalty has been
paid and the matter is closed.
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.
The EPA filed on October 7, 1994, an administrative complaint against DuPont
proposing to assess $1.9 million in civil penalties for distributing triazine
herbicides with product labels that the EPA alleges were not in compliance
with its new Worker Protection Standards. The labels were submitted to the EPA
for approval in
13
July 1993 and accepted by the EPA in November. However, in March of 1994, the
EPA notified DuPont of alleged errors in the labels 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 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 sought civil penalties of $125,000. DuPont has reached
agreement in principle with the EPA to settle the matter for a cash payment of
$10,000 and a Supplemental Environmental Project valued at $27,000.
On May 30, 1995, DuPont received a complaint from the EPA alleging that in
24 instances between 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. The
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. On January
6, 1997, the Administrative Law Judge issued an Order ruling in DuPont's favor
on its motion for an accelerated decision. The Administrative Law Judge's
Order is before the Environmental Appeals Board for review.
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 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 a least $600,000 as
well as reimbursement for response costs. DuPont has reached an agreement in
principle with the State to settle the matter. Under the settlement, DuPont
would pay a penalty of $125,000 and expend $460,000 to implement supplemental
environmental projects. The settlement is subject to final agreement and
issuance of an Agreed Order.
In January of 1996, the Department of Justice (DOJ) notified Conoco Pipe
Line Company (CPL) of its intention to file a lawsuit under the Clean Water
Act and the Oil Pollution Act for damages allegedly caused by releases from
CPL's pipeline between 1991 and 1994. The DOJ sought the maximum civil penalty
of $594,000. In December 1996, CPL reached a settlement with the DOJ and EPA
under which CPL will pay a penalty of $112,500 and replace certain parts of
the pipeline. It is anticipated that the penalty will be paid during the first
quarter of 1997.
On March 6, 1996, the Department of Justice filed a complaint in the United
States District Court for the District of Montana against Yellowstone Pipeline
Company (YPL) and the Conoco Pipe Line Company as a part owner and operator of
YPL. The complaint alleges discharges of oil from a YPL pipeline in January
1993 and seeks civil penalties of up to $25,000 per day for each violation or
up to $1,000 for each barrel of oil discharged. Since the duration of the
discharge is in dispute, the penalty calculation is uncertain although it is
expected to exceed $100,000. The parties are attempting to negotiate a
settlement of the matter.
On 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
14
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 supplemental environmental projects with an
expected cost of $174,500.
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 connection 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 will pay the
remaining 20% in the form of a cash payment of $95,000. CRC has been unable to
reach agreement on the terms of a settlement with the state and the EPA.
On October 17, 1996, the West Virginia Department of Environmental
Protection (WVDEP) notified DuPont that it intended to seek damages and
penalties for alleged violations of state regulations concerning operation of
a landfill and permitted discharge limits at DuPont's Dry Run Landfill which
supports DuPont's Washington Works facility in Parkersburg, West Virginia. The
WVDEP entered an Administrative Order on December 31, 1996, to resolve this
matter. The Order required DuPont to undertake certain remedial action and
make certain improvements at the Dry Run Landfill. In addition, DuPont was
required to pay a civil penalty of $200,000 and to undertake a supplemental
environmental project valued at $50,000. All required actions have been taken
and the penalty paid. The matter is closed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list, as of March 7, 1997, of the company's executive
officers.
EXECUTIVE
OFFICER
AGE SINCE
--- ---------
President and Chief Executive Officer
John A. Krol(1)................................................ 60 1987
Other Executive Officers:
Jerald A. Blumberg, Executive Vice President................... 57 1990
Archie W. Dunham, Executive Vice President(1).................. 58 1985
Gary W. Edwards, Senior Vice President......................... 55 1991
Kurt M. Landgraf, Senior Vice President and Chief Financial
Officer....................................................... 50 1996
Charles O. Holliday, Jr., Executive Vice President............. 48 1992
Robert E. McKee, III, Senior Vice President.................... 51 1992
Joseph A. Miller, Jr., Senior Vice President and Chief
Technology Officer............................................ 55 1994
Stacey J. Mobley, Senior Vice President........................ 51 1992
Howard J. Rudge, Senior Vice President and General Counsel..... 61 1994
- --------
(1) Member of the Board of Directors.
The company's executive officers are elected or appointed for the ensuing
year or for an indefinite term, and until their successors are elected or
appointed. Each officer named above has been an officer or an executive of
DuPont, its subsidiaries, or an affiliate during the past five years.
15
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 158,121 at December 31, 1996 and 156,479 at March 7, 1997.
PAGE(S)
-------
Quarterly Financial Data:
Dividends Per Share of Common Stock................................... 57
Market Price of Common Stock (High/Low)............................... 57
ITEM 6. SELECTED FINANCIAL DATA
Five-Year Financial Review:
Summary of Operations................................................. 58
Financial Position at Year End........................................ 58
Ratios................................................................ 58
General............................................................... 58
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Letter to Stockholders.................................................. 1-3*
Industry Segment Reviews:
Chemicals............................................................. 14
Fibers................................................................ 15
Life Sciences......................................................... 16-17
Polymers.............................................................. 17-18
Petroleum............................................................. 18-19
Diversified Businesses................................................ 20
Management's Discussion and Analysis:
Analysis of Operations................................................ 21-22
Financial Condition and Cash Flows.................................... 22-24
Financial Instruments................................................. 24-25
Environmental Matters................................................. 25-27
DuPont's Board of Directors has approved a two-for-one split of DuPont
common stock and the resulting increase in the number of authorized shares of
common stock from 900 million to 1.8 billion shares in order to effectuate the
split. This action is subject to the approval by DuPont's stockholders at the
Annual Meeting on April 30, 1997, in Wilmington, Delaware. The split would
apply to shareholders of record on May 15, 1997.
- --------
* Includes text of letter except for photograph and related caption on page 2
and the chart on page 3.
16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PAGE(S)
-------
Financial Statements:
Report of Independent Accountants................................... 28
Consolidated Income Statement for 1996, 1995 and 1994............... 29
Consolidated Balance Sheet as of December 31, 1996 and December 31,
1995............................................................... 30
Consolidated Statement of Stockholders' Equity for 1996, 1995 and
1994............................................................... 31
Consolidated Statement of Cash Flows for 1996, 1995 and 1994........ 32
Notes to Financial Statements....................................... 33-50
Supplemental Financial Information:
Supplemental Petroleum Data:
Oil and Gas Producing Activities................................... 51-56
Quarterly Financial Data and related notes for the following items for
the two years 1996 and 1995:
Sales............................................................... 57
Cost of Goods Sold and Other Expenses............................... 57
Net Income.......................................................... 57
Earnings Per Share of Common Stock.................................. 57
Dividends Per Share of Common Stock................................. 57
Market Price of Common Stock........................................ 57
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
Information with respect to the following Items is incorporated by reference
to the pages indicated in the company's 1997 Annual Meeting Proxy Statement
dated March 21, 1997, filed in connection with the Annual Meeting of
Stockholders to be held April 30, 1997. However, information regarding
executive officers is contained in Part I of this report (page 15) pursuant to
General Instruction G of this form.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
PAGE(S)
-------
Election of Directors................................................... 4-7
Compliance With the Securities Exchange Act............................. 9
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors............................................... 2-3
Compensation and Stock Option Information............................... 9-15
Retirement Benefits..................................................... 16
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Beneficial Ownership of Securities...................................... 8-9
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Election of Directors................................................... 4-7
17
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, 1996.
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 29, 1997.
3.3 Company's Bylaws, as last revised December 1, 1996.
3.4 Company's Bylaws, as last revised January 1, 1996 (incorporated by
reference to Exhibit 3.2 of the company's Annual Report on Form 10-K
for the year ended December 31, 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* Company's Corporate Sharing Plan, as last amended August 28, 1991.
10.2* The DuPont Stock Accumulation and Deferred Compensation Plan for
Directors, (formerly the Deferred Compensation Plan For Directors),
as last amended effective January 1, 1996, and approved by
shareholders at the company's 1996 Annual Meeting of Shareholders
(incorporated by reference to Exhibit 10.12 of the company's
Quarterly Report on Form 10-Q for the period ended March 31, 1996).
10.3* Company's Supplemental Retirement Income Plan, as last amended
effective June 4, 1996.
10.4* Company's Pension Restoration Plan, as last amended effective June 4,
1996.
10.5.1* Retirement Restoration Plan I of Conoco Inc., adopted by the Board of
Directors on December 18, 1995 (incorporated by reference to Exhibit
10.6.1 of the company's Annual Report on Form 10-K for the year ended
December 31, 1995).
- --------
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K.
18
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.5.2* Retirement Restoration Plan II of Conoco Inc., adopted by the Board
of Directors on December 18, 1995 (incorporated by reference to
Exhibit 10.6.2 of the company's Annual Report on Form 10-K for the
year ended December 31, 1995).
10.6* Company's Stock Performance Plan, as last amended effective September
28, 1994 (incorporated by reference to Exhibit 10.7 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
10.7* Company's Variable Compensation Plan, as last amended effective
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).
10.8* Company's Salary Deferral & Savings Restoration Plan effective April
26, 1994 (incorporated by reference to Exhibit 10.9 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
10.9* Company's 1995 Corporate Sharing Plan, adopted by the Board of
Directors on January 25, 1995 (incorporated by reference to Exhibit
10.10 of the company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995).
10.10* Letter Agreement and Consulting Agreement, dated as of October 9,
1995, between the company and C. S. Nicandros (incorporated by
reference to Exhibit 10.11 of the company's Annual Report on Form 10-
K for the year ended December 31, 1995).
10.11* Company's 1997 Corporate Sharing Plan, adopted by the Board of
Directors on January 29, 1997.
11 Statement re calculation of earnings per share.
12 Statement re computation of the ratio of earnings to fixed charges.
13 The 1996 "Letter to Stockholders," Industry Segment Reviews, and
Financial Information Section of the Annual Report to Shareholders
for the year ended December 31, 1996, 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 October 23, 1996, a Current Report on Form 8-K was filed in
connection with Debt and/or Equity Securities that may be offered on a
delayed or continuous basis under Registration Statements on Form S-3 (No.
33-53327, No. 33-61339, and No. 33-60069). Under Item 7, "Financial
Statements and Exhibits," the Registrant's Earnings Press Release, dated
October 23, 1996, was filed.
(2) On January 29, 1997, a Current Report on Form 8-K was filed in
connection with Debt Securities that may be offered on a delayed or
continuous basis under its Registration Statements on Form S-3
(No. 33-53327, No. 33-61339, and No. 33-60069). Under Item 7, "Financial
Statements and Exhibits," the Registrant's Earnings Press Release, dated
January 29, 1997, was filed.
(3) On March 7, 1997, a Current Report on Form 8-K was filed in
connection with Debt Securities that may be offered on a delayed or
continuous basis under its Registration Statements on Form S-3
(No. 33-53327, No. 33-61339, and No. 33-60069). Under Item 5, "Other
Events," the Registrant's Press Release, dated March 3, 1997, was filed
announcing a two-for-one common stock split.
19
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED AND IN THE CAPACITIES INDICATED, AS
OF THE 24TH DAY OF MARCH 1997.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
K. M. Landgraf
By:
---------------------------------
K. M. LANDGRAF
SENIOR VICE PRESIDENT--DUPONT
FINANCE
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED AS OF THE 24TH DAY OF MARCH 1997, 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 L. D. Juliber
- ------------------------------------- -------------------------------------
P. N. BARNEVIK L. D. JULIBER
A. F. Brimmer W. K. Reilly
- ------------------------------------- -------------------------------------
A. F. BRIMMER W. K. REILLY
L. C. Duemling H. R. Sharp, III
- ------------------------------------- -------------------------------------
L. C. DUEMLING H. R. SHARP, III
E. B. Du Pont C. M. Vest
- ------------------------------------- -------------------------------------
E. B. DU PONT C. M. VEST
C. M. Harper G. Watanabe
- ------------------------------------- -------------------------------------
C. M. HARPER G. WATANABE
20
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 29, 1997.
3.3 Company's Bylaws, as last revised December 1, 1996.
3.4 Company's Bylaws, as last revised January 1, 1996 (incorporated by
reference to Exhibit 3.2 of the company's Annual Report on Form 10-K
for the year ended December 31, 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* Company's Corporate Sharing Plan, as last amended August 28, 1991.
10.2* The DuPont Stock Accumulation and Deferred Compensation Plan for
Directors, (formerly the Deferred Compensation Plan For Directors),
as last amended effective January 1, 1996, and approved by
shareholders at the company's 1996 Annual Meeting of Shareholders
(incorporated by reference to Exhibit 10.12 of the company's
Quarterly Report on Form 10-Q for the period ended March 31, 1996).
10.3* Company's Supplemental Retirement Income Plan, as last amended
effective June 4, 1996.
10.4* Company's Pension Restoration Plan, as last amended effective
June 4, 1996.
10.5.1* Retirement Restoration Plan I of Conoco Inc., adopted by the Board of
Directors on December 18, 1995 (incorporated by reference to Exhibit
10.6.1 of the company's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.5.2* Retirement Restoration Plan II of Conoco Inc., adopted by the Board
of Directors on December 18, 1995 (incorporated by reference to
Exhibit 10.6.2 of the company's Annual Report on Form 10-K for the
year ended December 31, 1995).
- ------------------
*Management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K.
Exhibit
Number Description
- -------- -----------
10.6* Company's Stock Performance Plan, as last amended effective
September 28, 1994 (incorporated by reference to Exhibit 10.7 of the
company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994).
10.7* Company's Variable Compensation Plan, as last amended effective
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).
10.8* Company's Salary Deferral & Savings Restoration Plan effective
April 26, 1994 (incorporated by reference to Exhibit 10.9 of the
company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994).
10.9* Company's 1995 Corporate Sharing Plan, adopted by the Board of
Directors on January 25, 1995 (incorporated by reference to
Exhibit 10.10 of the company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995).
10.10* Letter Agreement and Consulting Agreement, dated as of October 9,
1995, between the company and C. S. Nicandros (incorporated by
reference to Exhibit 10.11 of the company's Annual Report on
Form 10-K for the year ended December 31, 1995).
10.11* Company's 1997 Corporate Sharing Plan, adopted by the Board of
Directors on January 29, 1997.
11 Statement re calculation of earnings per share.
12 Statement re computation of the ratio of earnings to fixed charges.
13 The 1996 "Letter to Stockholders," Industry Segment Reviews, and
Financial Information Section of the Annual Report to Shareholders
for the year ended December 31, 1996, 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.