DD-2011.6.30-10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-815
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
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| | |
Delaware | | 51-0014090 |
(State or other Jurisdiction of | | (I.R.S. Employer |
Incorporation or Organization) | | Identification No.) |
1007 Market Street, Wilmington, Delaware 19898
(Address of Principal Executive Offices)
(302) 774-1000
(Registrant’s Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files.) Yes x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer x | | Accelerated Filero |
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Non-Accelerated Filer o | | Smaller reporting companyo |
Indicate by check mark whether the Registrant is a shell company (as defined by Rule12b-2 of the Exchange Act). Yes o No x
The Registrant had 932,502,000 shares (excludes 87,041,000 shares of treasury stock) of common stock, $0.30 par value, outstanding at July 31, 2011.
E. I. DU PONT DE NEMOURS AND COMPANY
Table of Contents
The terms “DuPont” or the “company” as used herein refer to E. I. du Pont de Nemours and Company and its consolidated subsidiaries, or to E. I. du Pont de Nemours and Company, as the context may indicate.
PART I. FINANCIAL INFORMATION
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Item 1. | CONSOLIDATED FINANCIAL STATEMENTS |
E. I. du Pont de Nemours and Company
Consolidated Income Statements (Unaudited)
(Dollars in millions, except per share)
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2011 | | 2010 | | 2011 | | 2010 |
Net sales | $ | 10,264 |
| | $ | 8,616 |
| | $ | 20,298 |
| | $ | 17,100 |
|
Other income, net | 229 |
| | 464 |
| | 254 |
| | 824 |
|
Total | 10,493 |
| | 9,080 |
| | 20,552 |
| | 17,924 |
|
| | | | | | | |
Cost of goods sold and other operating charges | 7,191 |
| | 5,984 |
| | 14,022 |
| | 11,780 |
|
Selling, general and administrative expenses | 1,136 |
| | 1,021 |
| | 2,163 |
| | 2,014 |
|
Research and development expense | 462 |
| | 404 |
| | 861 |
| | 769 |
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Interest expense | 115 |
| | 103 |
| | 215 |
| | 206 |
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Total | 8,904 |
| | 7,512 |
| | 17,261 |
| | 14,769 |
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| | | | | | | |
Income before income taxes | 1,589 |
| | 1,568 |
| | 3,291 |
| | 3,155 |
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Provision for income taxes | 360 |
| | 400 |
| | 618 |
| | 850 |
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Net income | 1,229 |
| | 1,168 |
| | 2,673 |
| | 2,305 |
|
Less: Net income attributable to noncontrolling interests | 11 |
| | 9 |
| | 24 |
| | 17 |
|
Net income attributable to DuPont | $ | 1,218 |
| | $ | 1,159 |
| | $ | 2,649 |
| | $ | 2,288 |
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| | | | | | | |
Basic earnings per share of common stock | $ | 1.31 |
| | $ | 1.27 |
| | $ | 2.85 |
| | $ | 2.52 |
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Diluted earnings per share of common stock | $ | 1.29 |
| | $ | 1.26 |
| | $ | 2.80 |
| | $ | 2.50 |
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Dividends per share of common stock | $ | 0.41 |
| | $ | 0.41 |
| | $ | 0.82 |
| | $ | 0.82 |
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See Notes to the Consolidated Financial Statements beginning on page 6.
E. I. du Pont de Nemours and Company
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in millions, except per share)
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| | | | | | | |
| June 30, 2011 | | December 31, 2010 |
Assets | |
| | |
|
Current assets | |
| | |
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Cash and cash equivalents | $ | 2,268 |
| | $ | 4,263 |
|
Marketable securities | 214 |
| | 2,538 |
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Accounts and notes receivable, net | 9,368 |
| | 5,635 |
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Inventories | 6,049 |
| | 5,967 |
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Prepaid expenses | 166 |
| | 122 |
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Deferred income taxes | 638 |
| | 534 |
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Total current assets | 18,703 |
| | 19,059 |
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Property, plant and equipment, net of accumulated depreciation (June 30, 2011 - $19,146; December 31, 2010 - $18,628) | 13,185 |
| | 11,339 |
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Goodwill | 5,550 |
| | 2,617 |
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Other intangible assets | 5,494 |
| | 2,704 |
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Investment in affiliates | 1,084 |
| | 1,041 |
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Other assets | 3,720 |
| | 3,650 |
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Total | $ | 47,736 |
| | $ | 40,410 |
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| | | |
Liabilities and Stockholders’ Equity | |
| | |
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Current liabilities | |
| | |
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Accounts payable | $ | 3,767 |
| | $ | 4,360 |
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Short-term borrowings and capital lease obligations | 2,336 |
| | 133 |
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Income taxes | 516 |
| | 225 |
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Other accrued liabilities | 3,922 |
| | 4,671 |
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Total current liabilities | 10,541 |
| | 9,389 |
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Long-term borrowings and capital lease obligations | 12,460 |
| | 10,137 |
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Other liabilities | 11,059 |
| | 11,026 |
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Deferred income taxes | 1,174 |
| | 115 |
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Total liabilities | 35,234 |
| | 30,667 |
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| | | |
Commitments and contingent liabilities |
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| |
|
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| | | |
Stockholders’ equity | |
| | |
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Preferred stock | 237 |
| | 237 |
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Common stock, $0.30 par value; 1,800,000,000 shares authorized; Issued at June 30, 2011 - 1,018,112,000; December 31, 2010 - 1,004,351,000 | 305 |
| | 301 |
|
Additional paid-in capital | 9,978 |
| | 9,227 |
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Reinvested earnings | 13,683 |
| | 12,030 |
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Accumulated other comprehensive loss | (5,453 | ) | | (5,790 | ) |
Common stock held in treasury, at cost (87,041,000 shares at June 30, 2011 and December 31, 2010) | (6,727 | ) | | (6,727 | ) |
Total DuPont stockholders’ equity | 12,023 |
| | 9,278 |
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Noncontrolling interests | 479 |
| | 465 |
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Total equity | 12,502 |
| | 9,743 |
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Total | $ | 47,736 |
| | $ | 40,410 |
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See Notes to the Consolidated Financial Statements beginning on page 6.
E. I. du Pont de Nemours and Company
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in millions)
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| | | | | | | |
| Six Months Ended |
| June 30, |
| 2011 | | 2010 |
Operating activities | |
| | |
|
Net income | $ | 2,673 |
| | $ | 2,305 |
|
Adjustments to reconcile net income to cash used for operating activities: | |
| | |
|
Depreciation | 607 |
| | 611 |
|
Amortization of intangible assets | 137 |
| | 110 |
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Contributions to pension plans | (198 | ) | | (149 | ) |
Other noncash charges and credits - net | 624 |
| | 113 |
|
Change in operating assets and liabilities - net | (4,487 | ) | | (3,414 | ) |
Cash used for operating activities | (644 | ) | | (424 | ) |
| | | |
Investing activities | |
| | |
|
Purchases of property, plant and equipment | (741 | ) | | (500 | ) |
Investments in affiliates | (27 | ) | | (54 | ) |
Payments for businesses - net of cash acquired | (6,264 | ) | | — |
|
Proceeds from sales of assets - net of cash sold | 59 |
| | 153 |
|
Net decrease in short-term financial instruments | 2,404 |
| | 253 |
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Forward exchange contract settlements | (454 | ) | | 520 |
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Other investing activities - net | (13 | ) | | (97 | ) |
Cash (used for) provided by investing activities | (5,036 | ) | | 275 |
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| | | |
Financing activities | |
| | |
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Dividends paid to stockholders | (767 | ) | | (748 | ) |
Net increase (decrease) in borrowings | 3,823 |
| | (831 | ) |
Repurchase of common stock | (272 | ) | | — |
|
Proceeds from exercise of stock options | 768 |
| | 33 |
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Other financing activities - net | (22 | ) | | 2 |
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Cash provided by (used for) financing activities | 3,530 |
| | (1,544 | ) |
Effect of exchange rate changes on cash | 155 |
| | (113 | ) |
Decrease in cash and cash equivalents | $ | (1,995 | ) | | $ | (1,806 | ) |
Cash and cash equivalents at beginning of period | 4,263 |
| | 4,021 |
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Cash and cash equivalents at end of period | $ | 2,268 |
| | $ | 2,215 |
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See Notes to the Consolidated Financial Statements beginning on page 6.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 1. Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Results for interim periods should not be considered indicative of results for a full year. These interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2010, collectively referred to as the ‘2010 Annual Report’. The Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained, as well as variable interest entities for which DuPont is the primary beneficiary. Certain reclassifications of prior year’s data have been made to conform to current year classifications.
Recent Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (FASB) issued authoritative guidance on fair value measurements and disclosures which becomes effective for interim and annual periods beginning after December 15, 2011. The new guidance enhances disclosures and refines certain aspects of fair value measurement that primarily affect financial instruments. The adoption of this guidance is not expected to have a material effect on the company's financial position or results of operations.
In June 2011, the FASB issued amendments to the presentation of comprehensive income which become effective for interim and annual periods beginning after December 15, 2011. The amendments eliminate the current reporting option of displaying components of other comprehensive income within the statement of changes in stockholders' equity. Under the new guidance, the company will be required to present either a single continuous statement of comprehensive income or an income statement immediately followed by a statement of comprehensive income. Also, both presentation methods require that reclassification adjustments from other comprehensive income to net income be shown on the face of the financial statements. The company is currently evaluating which of the two presentation methods it will adopt.
Note 2. Danisco Acquisition
In January 2011, DuPont and its wholly owned subsidiary, DuPont Denmark Holding ApS (DDHA), entered into a definitive agreement with Danisco A/S (Danisco), a global enzyme and specialty food ingredients company, for DDHA to make a public tender offer for all of Danisco's outstanding shares at a price of 665 Danish Kroner (DKK) in cash per share. On April 29, 2011, DDHA increased the price of its tender offer to acquire all of the outstanding shares of Danisco to DKK 700 in cash per share.
On May 19, 2011, the company acquired approximately 92.2% of Danisco's outstanding shares, excluding treasury shares, pursuant to the previously announced tender offer. DuPont is in the process of acquiring all of Danisco's remaining outstanding shares through a compulsory acquisition procedure in accordance with Danish law. As of June 30, 2011, DuPont had acquired 98.3% of Danisco's outstanding shares for $6,306. DuPont expects to complete the compulsory acquisition procedure and acquire the remaining outstanding shares for $111 during the third quarter 2011, at which point DuPont will own, through DDHA, 100% of Danisco's shares. This acquisition has established DuPont as a leader in industrial biotechnology with science-intensive innovations that address global challenges in food production and reduced fossil fuel consumption. The Danisco acquisition is valued at $6,417, plus net debt assumed of $617.
As part of the Danisco acquisition, DuPont incurred $60 in transaction related costs in the second quarter 2011. Year-to-date 2011, the company incurred $82 in transaction related costs. The transaction related costs were recorded in cost of goods sold and other operating charges.
In the second quarter 2011, Danisco contributed net sales of $246 and net income attributable to DuPont of $(5), which excludes $10 after-tax ($13 pre-tax) of additional interest expense related to the debt issued to finance the acquisition. Danisco's contributions included a $31 after-tax ($43 pre-tax) charge related to the fair value step-up of inventories acquired and sold in the second quarter 2011.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
The following unaudited pro forma summary presents DuPont's consolidated results of operations as if Danisco had been acquired on January 1, 2010. These amounts were calculated after conversion from International Financial Reporting Standards to GAAP and adjusting Danisco's results to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment, and intangible assets had been applied from January 1, 2010, together with the consequential tax effects. These adjustments also reflect the additional interest expense incurred on the debt to finance the purchase. The 2011 pro forma earnings were adjusted to exclude the acquisition related costs incurred in 2011 and the nonrecurring expense related to the fair value inventory step-up adjustment discussed above. The 2010 pro forma earnings were adjusted to include these charges. The pro forma financial information presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition and borrowings undertaken to finance the acquisition had taken place at the beginning of 2010.
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| | | | | | | | | | | | | | | |
| Pro forma for the Three Months Ended June 30, | | Pro forma for the Six Months Ended June 30, |
| 2011 | | 2010 | | 2011 | | 2010 |
Net sales | $ | 10,769 |
| | $ | 9,281 |
| | $ | 21,519 |
| | $ | 18,432 |
|
Net income attributable to DuPont | 1,323 |
| | 1,149 |
| | 2,795 |
| | 2,131 |
|
The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:
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| | | |
Fair value of assets acquired | |
Cash and cash equivalents | $ | 48 |
|
Accounts and notes receivable 1
| 519 |
|
Inventories 2 | 709 |
|
Property, plant and equipment | 1,720 |
|
Goodwill 3 | 2,925 |
|
Other intangible assets 4 | 2,859 |
|
Other current and non-current assets | 78 |
|
Total assets acquired | $ | 8,858 |
|
| |
Fair value of liabilities assumed | |
Accounts payable and other accrued liabilities
| $ | 433 |
|
Short-term borrowings | 342 |
|
Long-term borrowings | 323 |
|
Other liabilities | 283 |
|
Deferred income taxes 5 | 1,060 |
|
Total liabilities assumed | $ | 2,441 |
|
1 The gross amount of accounts and notes receivable acquired was $528, of which $9 was expected to be uncollectible.
2 The fair value of inventories acquired included a step-up in the value of $175, of which $43 was expensed to cost of goods sold and other operating charges in the second quarter 2011 and the remaining amount is expected to be expensed in the remainder of 2011.
3 Goodwill will not be deductible for statutory tax purposes. Goodwill is attributable to Danisco's workforce and the synergies in technology, operations and market access that are expected from the acquisition. See Note 9 for further information regarding the allocation of goodwill by segment.
4 Other intangible assets acquired of $1,002 are indefinite-lived (see Note 9).
5 The deferred income tax liabilities assumed represent the adjustments for the tax impact of fair value adjustments, primarily relating to definite-lived intangible assets.
The above amounts represent the preliminary allocation of purchase price. Final determination of the fair values may result in further adjustments to the values presented above.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 3. Other Income, Net
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2011 | | 2010 | | 2011 | | 2010 |
Cozaar®/Hyzaar® income | $ | 79 |
| | $ | 69 |
| | $ | 127 |
| | $ | 288 |
|
Royalty income | 35 |
| | 21 |
| | 66 |
| | 53 |
|
Interest income | 32 |
| | 21 |
| | 60 |
| | 40 |
|
Equity in earnings of affiliates, excluding exchange gains/losses | 35 |
| | 44 |
| | 83 |
| | 86 |
|
Net gains on sales of assets | 33 |
| | 89 |
| | 39 |
| | 94 |
|
Net exchange gains (losses) 1 | 4 |
| | 105 |
| | (139 | ) | | 135 |
|
Miscellaneous income and expenses, net 2 | 11 |
| | 115 |
| | 18 |
| | 128 |
|
Total | $ | 229 |
| | $ | 464 |
| | $ | 254 |
| | $ | 824 |
|
__________________________________
1 The company routinely uses forward exchange contracts to offset its net exposures, by currency, related to its foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The net pre-tax exchange gains and losses are partially offset by the associated tax impact.
2 Miscellaneous income and expenses, net, generally includes interest items, insurance recoveries, litigation settlements and other items.
Note 4. Employee Separation / Asset Related Charges, Net
At June 30, 2011, total liabilities relating to prior restructuring activities were $28. A complete discussion of restructuring initiatives is included in the company’s 2010 Annual Report in Note 4, “Employee Separation / Asset Related Charges, Net.”
2009 Restructuring Program
Account balances and activity for the 2009 restructuring program are summarized below:
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| | | | | | | | | | | |
| Employee Separation Costs | | Other Non- personnel Charges 1 | | Total |
Balance at December 31, 2010 | $ | 46 |
| | $ | 1 |
| | $ | 47 |
|
Payments | (28 | ) | | — |
| | (28 | ) |
Net translation adjustment | 2 |
| | — |
| | 2 |
|
Balance as of June 30, 2011 | $ | 20 |
| | $ | 1 |
| | $ | 21 |
|
__________________________________
1 Other non-personnel charges consist of contractual obligation costs.
There were $28 of employee separation cash payments related to the 2009 restructuring program during the six months ended June 30, 2011. The actions related to the 2009 restructuring program were substantially completed by the end of 2010 with payments continuing into 2011, primarily in Europe.
Note 5. Provision for Income Taxes
In the second quarter 2011, the company recorded a tax provision of $360, including $7 of tax benefit primarily associated with the company's policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations.
Year-to-date 2011, the company recorded a tax provision of $618, including $142 of tax benefit primarily associated with the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
company's policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations.
In the second quarter 2010, the company recorded a tax expense of $400, including $126 of tax expense primarily associated with the company's policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations and $49 net tax benefit related to the adjustment of income tax accruals associated with settlements of tax contingencies related to prior years.
Year-to-date 2010, the tax provision was $850, which included $211 of tax expense primarily associated with the company's policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations and $49 net tax benefit related to the adjustment of income tax accruals associated with settlements of tax contingencies related to prior years.
Each year the company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the taxing authorities. Positions challenged by the taxing authorities may be settled or appealed by the company. As a result, there is an uncertainty in income taxes recognized in the company's financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. It is reasonably possible that changes to the company's global unrecognized tax benefits could be significant, however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made.
Note 6. Earnings Per Share of Common Stock
Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings per share calculations for the periods indicated:
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2011 | | 2010 | | 2011 | | 2010 |
Numerator: | |
| | |
| | | | |
Net income attributable to DuPont | $ | 1,218 |
| | $ | 1,159 |
| | $ | 2,649 |
| | $ | 2,288 |
|
Preferred dividends | (2 | ) | | (2 | ) | | (5 | ) | | (5 | ) |
Net income available to DuPont common stockholders | $ | 1,216 |
| | $ | 1,157 |
| | $ | 2,644 |
| | $ | 2,283 |
|
| | | | | | | |
Denominator: | |
| | |
| | | | |
Weighted-average number of common shares - Basic | 930,798,000 |
| | 907,099,000 |
| | 927,860,000 |
| | 906,289,000 |
|
Dilutive effect of the company’s employee compensation plans | 13,189,000 |
| | 7,449,000 |
| | 14,601,000 |
| | 6,927,000 |
|
Weighted-average number of common shares - Diluted | 943,987,000 |
| | 914,548,000 |
| | 942,461,000 |
| | 913,216,000 |
|
The following average number of stock options were antidilutive, and therefore, were not included in the diluted earnings per share calculations:
|
| | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2011 | | 2010 | | 2011 | | 2010 |
Average number of stock options | — |
| | 59,083,000 |
| | — |
| | 61,713,000 |
|
The change in the average number of stock options that were antidilutive in the three and six months ended June 30, 2011 compared to the same periods last year was primarily due to changes in the company’s average stock price.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 7. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The company uses the following valuation techniques to measure fair value for its financial assets and financial liabilities:
|
| |
Level 1 — | Quoted market prices in active markets for identical assets or liabilities; |
| |
Level 2 — | Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs); |
| |
Level 3 — | Unobservable inputs for the asset or liability, which are valued based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. |
The company has determined that its financial assets and liabilities are level 1 and level 2 in the fair value hierarchy. At June 30, 2011 and December 31, 2010, the following financial assets and financial liabilities were measured at fair value on a recurring basis using the type of inputs shown:
|
| | | | | | | | | | | |
| | | Fair Value Measurements at June 30, 2011 Using |
| June 30, 2011 | | Level 1 Inputs | | Level 2 Inputs |
Financial assets | |
| | |
| | |
|
Derivatives | $ | 172 |
| | $ | — |
| | $ | 172 |
|
Available-for-sale securities | 12 |
| | 12 |
| | — |
|
| $ | 184 |
| | $ | 12 |
| | $ | 172 |
|
| | | | | |
Financial liabilities | |
| | |
| | |
|
Derivatives | $ | 82 |
| | $ | — |
| | $ | 82 |
|
|
| | | | | | | | | | | |
| | | Fair Value Measurements at December 31, 2010 Using |
| December 31, 2010 | | Level 1 Inputs | | Level 2 Inputs |
Financial assets | |
| | |
| | |
|
Derivatives | $ | 153 |
| | $ | — |
| | $ | 153 |
|
Available-for-sale securities | 17 |
| | 17 |
| | — |
|
| $ | 170 |
| | $ | 17 |
| | $ | 153 |
|
| | | | | |
Financial liabilities | |
| | |
| | |
|
Derivatives | $ | 132 |
| | $ | — |
| | $ | 132 |
|
See Note 10 for further information regarding the fair value of the company's outstanding debt. In addition, see Note 21, “Long-Term Employee Benefits”, to the company's 2010 Annual Report for information regarding the company's pension assets measured at fair value on a recurring basis.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 8. Inventories
|
| | | | | | | |
| June 30, 2011 | | December 31, 2010 |
Finished products | $ | 4,078 |
| | $ | 3,191 |
|
Semifinished products | 1,716 |
| | 2,564 |
|
Raw materials, stores and supplies | 994 |
| | 855 |
|
| 6,788 |
| | 6,610 |
|
Adjustment of inventories to a last-in, first-out (LIFO) basis | (739 | ) | | (643 | ) |
Total | $ | 6,049 |
| | $ | 5,967 |
|
Note 9. Goodwill and Other Intangible Assets
The following table summarizes changes in the carrying amount of goodwill for the six month period ended June 30, 2011, by reportable segment. Changes in goodwill during the six month period ended June 30, 2011 primarily relate to the goodwill associated with the Danisco acquisition (see Note 2).
|
| | | | | | | | | | | | |
| | June 30, 2011 | | Goodwill Adjustments and Acquisitions | | December 31, 2010 |
Agriculture | | $ | 234 |
| | $ | 6 |
| | $ | 228 |
|
Electronics & Communications | | 117 |
| | — |
| | 117 |
|
Industrial Biosciences | | 914 |
| | 914 |
| | — |
|
Nutrition & Health | | 2,437 |
| | 2,013 |
| | 424 |
|
Performance Chemicals | | 185 |
| | — |
| | 185 |
|
Performance Coatings | | 809 |
| | — |
| | 809 |
|
Performance Materials | | 410 |
| | — |
| | 410 |
|
Safety & Protection | | 444 |
| | — |
| | 444 |
|
Total | | $ | 5,550 |
| | $ | 2,933 |
| | $ | 2,617 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2011 | | December 31, 2010 |
| Gross | | Accumulated Amortization | | Net | | Gross | | Accumulated Amortization | | Net |
Intangible assets subject to amortization (Definite-lived): | |
| | |
| | |
| | |
| | |
| | |
|
Customer lists | $ | 1,966 |
| | $ | (189 | ) | | $ | 1,777 |
| | $ | 525 |
| | $ | (160 | ) | | $ | 365 |
|
Patents | 535 |
| | (49 | ) | | 486 |
| | 118 |
| | (44 | ) | | 74 |
|
Purchased and licensed technology | 1,638 |
| | (842 | ) | | 796 |
| | 1,617 |
| | (765 | ) | | 852 |
|
Trademarks | 57 |
| | (24 | ) | | 33 |
| | 57 |
| | (22 | ) | | 35 |
|
Other 1 | 367 |
| | (178 | ) | | 189 |
| | 333 |
| | (163 | ) | | 170 |
|
| 4,563 |
| | (1,282 | ) | | 3,281 |
| | 2,650 |
| | (1,154 | ) | | 1,496 |
|
| | | | | | | | | | | |
Intangible assets not subject to amortization (Indefinite-lived): | |
| | |
| | |
| | |
| | |
| | |
|
In-process research and development | 72 |
| | — |
| | 72 |
| | — |
| | — |
| | — |
|
Microbial cell factories 2 | 306 |
| | — |
| | 306 |
| | — |
| | — |
| | — |
|
Pioneer germplasm 3 | 975 |
| | — |
| | 975 |
| | 975 |
| | — |
| | 975 |
|
Trademarks/tradenames | 860 |
| | — |
| | 860 |
| | 233 |
| | — |
| | 233 |
|
| 2,213 |
| | — |
| | 2,213 |
| | 1,208 |
| | — |
| | 1,208 |
|
Total | $ | 6,776 |
| | $ | (1,282 | ) | | $ | 5,494 |
| | $ | 3,858 |
| | $ | (1,154 | ) | | $ | 2,704 |
|
_________________________________1 Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements.
2 Microbial cell factories, derived from natural microbes, are used to sustainably produce enzymes, peptides and chemicals using natural metabolic processes. The company recognized the microbial cell factories as an intangible asset upon the acquisition of Danisco. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.
3 Pioneer germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. The company recognized germplasm as an intangible asset upon the acquisition of Pioneer. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.
The aggregate pre-tax amortization expense for definite-lived intangible assets was $70 and $137 for the three and six month periods ended June 30, 2011, respectively, and $52 and $110 for the three and six month periods ended June 30, 2010, respectively. The estimated aggregate pre-tax amortization expense for 2011 and each of the next five years is approximately $283, $332, $331, $320, $288 and $200. Estimated aggregate pre-tax amortization expense includes approximately $115 of amortization expense in each of the next five years related to definite-lived intangible assets acquired as part of the Danisco transaction.
Note 10. Debt
The carrying value of the company's outstanding debt was approximately $14,800 and $10,300 as of June 30, 2011 and December 31, 2010, respectively. The estimated fair value of the company's outstanding debt, including interest rate financial instruments, based on quoted market prices for the same or similar issues or on current rates offered to the company for debt of the same remaining maturities, was approximately $15,500 and $10,900 as of June 30, 2011 and December 31, 2010, respectively. The increase in the carrying value and fair value of debt was primarily due to the financing of the Danisco acquisition and the assumption of Danisco's debt.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Short-Term Borrowings
In April 2011, the company issued a total of $1,000 in commercial paper as part of financing the Danisco acquisition. In addition, the company assumed $342 of Danisco's short-term debt, which was refinanced through the issuance of commercial paper in June 2011.
Long-Term Borrowings
In March 2011, the company issued $400 of 1.75% Senior Notes due 2014, $600 of Floating Rate Senior Notes due 2014, $500 of 2.75% Senior Notes due 2016 and $500 of 4.25% Senior Notes due 2021 (collectively referred to as the “Notes”). The Floating Rate Notes bear interest at three-month USD LIBOR (London Interbank Offered Rate) plus 0.42%. The net proceeds of $1,991 from the issuance of the Notes were used as part of financing the Danisco acquisition.
In addition, the company assumed $323 of floating rate DKK denominated long-term debt from Danisco. The floating rate long-term debt bears interest at the Copenhagen Interbank Offered Rate plus a weighted-average margin of 0.85%. The weighted-average remaining maturity of the assumed debt is 10 years.
In January 2011, the company entered into a $4,000 bridge loan facility and a $2,000 bridge loan facility in connection with the acquisition of Danisco. When the company completed the $3,000 financing for the acquisition, the $4,000 bridge loan facility was reduced by an equal amount. The remaining commitments under these facilities terminated on May 19, 2011, when the company acquired approximately 92.2% of Danisco's outstanding shares.
Note 11. Commitments and Contingent Liabilities
Guarantees
Product Warranty Liability
The company warrants that its products meet standard specifications. The company’s product warranty liability was $24 and $20 as of June 30, 2011 and December 31, 2010, respectively. Estimates for warranty costs are based on historical claims experience.
Indemnifications
In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transaction. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. If the indemnified party were to incur a liability or have a liability increase as a result of a successful claim, pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party. The maximum amount of potential future payments is generally unlimited. The carrying amounts recorded for all indemnifications as of June 30, 2011 and December 31, 2010 was $105 and $100, respectively. Although it is reasonably possible that future payments may exceed amounts accrued, due to the nature of indemnified items, it is not possible to make a reasonable estimate of the maximum potential loss or range of loss. No assets are held as collateral and no specific recourse provisions exist.
In connection with the 2004 sale of the majority of the net assets of Textiles and Interiors, the company indemnified the purchasers, subsidiaries of Koch Industries, Inc. (INVISTA), against certain liabilities primarily related to taxes, legal and environmental matters and other representations and warranties under the Purchase and Sale Agreement. The estimated fair value of the indemnity obligations under the Purchase and Sale Agreement was $70 and was included in the indemnifications balance of $105 at June 30, 2011. Under the Purchase and Sale Agreement, the company’s total indemnification obligation for the majority of the representations and warranties cannot exceed $1,400. The other indemnities are not subject to this limit. In March 2008, INVISTA filed suit in the Southern District of New York alleging that certain representations and warranties in the Purchase and Sale Agreement were breached and, therefore, that DuPont is obligated to indemnify it. DuPont disagrees with the extent and value of INVISTA’s claims. DuPont has not changed its estimate of its total indemnification obligation under the Purchase and Sale Agreement as a result of the lawsuit.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Obligations for Equity Affiliates & Others
The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates, customers, suppliers and other affiliated companies. At June 30, 2011 and December 31, 2010, the company had directly guaranteed $521 and $544, respectively, of such obligations. In addition, the company had $16 relating to guarantees of historical obligations for divested subsidiaries as of June 30, 2011 and December 31, 2010. These amounts represent the maximum potential amount of future (undiscounted) payments that the company could be required to make under the guarantees. The company would be required to perform on these guarantees in the event of default by the guaranteed party.
The company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees. These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default history for counterparties that do not have published credit ratings. For counterparties without an external rating or available credit history, a cumulative average default rate is used.
At June 30, 2011 and December 31, 2010, a liability of $116 and $109, respectively, was recorded for these obligations, representing the amount of payment/performance risk for which the company deems probable. This liability is principally related to obligations of the company’s polyester films joint venture, which are guaranteed by the company.
In certain cases, the company has recourse to assets held as collateral, as well as personal guarantees from customers and suppliers. Assuming liquidation, these assets are estimated to cover approximately 36 percent of the $275 of guaranteed obligations of customers and suppliers. Set forth below are the company’s guaranteed obligations at June 30, 2011:
|
| | | | | | | | | | | |
| Short-Term | | Long-Term | | Total |
Obligations for customers and suppliers1: | |
| | |
| | |
|
Bank borrowings (terms up to 5 years) | $ | 136 |
| | $ | 138 |
| | $ | 274 |
|
Leases on equipment and facilities (terms up to 4 years) | — |
| | 1 |
| | 1 |
|
Obligations for other affiliated companies2: | |
| | |
| | |
|
Bank borrowings (terms up to 1 year) | 203 |
| | — |
| | 203 |
|
Obligations for equity affiliates2: | |
| | |
| | |
|
Bank borrowings (terms up to 2 years) | 6 |
| | 14 |
| | 20 |
|
Revenue bonds (terms up to 4 years) | — |
| | 23 |
| | 23 |
|
Total obligations for customers, suppliers, other affiliated companies, and equity affiliates | 345 |
| | 176 |
| | 521 |
|
Obligations for divested subsidiaries3: | |
| | |
| | |
|
Conoco (terms up to 15 years) | — |
| | 16 |
| | 16 |
|
Total obligations for divested subsidiaries | — |
| | 16 |
| | 16 |
|
Total | $ | 345 |
| | $ | 192 |
| | $ | 537 |
|
________________________________
1 Existing guarantees for customers and suppliers arose as part of contractual agreements.
2 Existing guarantees for equity affiliates and other affiliated companies arose for liquidity needs in normal operations.
3 The company has guaranteed certain obligations and liabilities related to a divested subsidiary, Conoco, which has indemnified the company for any liabilities the company may incur pursuant to these guarantees.
Litigation
PFOA
DuPont uses PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt), as a processing aid to manufacture fluoropolymer resins and dispersions at various sites around the world including its Washington Works plant in West Virginia. At June 30, 2011, DuPont has accruals of $21 related to the PFOA matters discussed below.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Leach v DuPont
In August 2001, a class action, captioned Leach v DuPont, was filed in West Virginia state court against DuPont and the Lubeck Public Service District. The complaint alleged that residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water. The relief sought included damages for medical monitoring, diminution of property values and punitive damages plus injunctive relief to stop releases of PFOA. DuPont and attorneys for the class reached a settlement agreement in 2004 and as a result, the company established accruals of $108 in 2004. The settlement binds a class of approximately 80,000 residents. As defined by the court, the class includes those individuals who have consumed, for at least one year, water containing 0.05 parts per billion (ppb) or greater of PFOA from any of six designated public water sources or from sole source private wells.
In July 2005, the company paid the plaintiffs’ attorneys’ fees and expenses of $23 and made a payment of $70, which class counsel has designated to fund a community health project. The company is also funding a series of health studies by an independent science panel of experts in the communities exposed to PFOA to evaluate available scientific evidence on whether any probable link exists between exposure to PFOA and human disease. The company expects the independent science panel to complete these health studies through July 2012 at a total estimated cost of $32. In addition, the company is providing state-of-the-art water treatment systems designed to reduce the level of PFOA in water to six area water districts, including the Little Hocking Water Association (LHWA), until the science panel determines that PFOA does not cause disease or until applicable water standards can be met without such treatment. All of the water treatment systems are operating.
The settlement resulted in the dismissal of all claims asserted in the lawsuit except for personal injury claims. If the independent science panel concludes that no probable link exists between exposure to PFOA and any diseases, then the settlement would also resolve personal injury claims. If it concludes that a probable link does exist between exposure to PFOA and any diseases, then DuPont would also fund up to $235 for a medical monitoring program to pay for such medical testing. In this event, plaintiffs would retain their right to pursue personal injury claims. All other claims in the lawsuit would remain dismissed by the settlement. DuPont believes that it is remote that the panel will find a probable link. Therefore, at June 30, 2011, the company has not established any accruals related to medical monitoring or personal injury claims. However, there can be no assurance as to what the independent science panel will conclude.
Civil Actions: Drinking Water
At June 30, 2011, there were four additional actions pending brought by or on behalf of water district customers in New Jersey, Ohio and West Virginia. The cases generally claim PFOA contamination of drinking water and seek a variety of relief including compensatory and punitive damages, testing, treatment, remediation and monitoring. In addition, the two New Jersey class actions and the Ohio action, brought by the LHWA, claim “imminent and substantial endangerment to health and or the environment” under the Resource Conservation and Recovery Act (RCRA). In the first quarter 2011, the court preliminarily approved the agreement in principle to settle the two New Jersey class actions for $8.3. The final approval hearing occurred in the second quarter 2011; however, the court has not yet issued its decision. Discovery continues in the Ohio action. In the West Virginia class action, the court entered judgment for DuPont in the first quarter 2010 which was affirmed by the Fourth Circuit Court of Appeals in April 2011.
DuPont denies the claims alleged in these civil drinking water actions and is defending itself vigorously.
Environmental Actions
Of the total accrual, about $9 is to fund DuPont’s obligations under agreements with the U. S. Environmental Protection Agency (EPA) and the New Jersey Department of Environmental Protection. In 2005, the company and EPA entered into an agreement settling allegations that DuPont failed to comply with technical reporting requirements under the Toxic Substances Control Act and RCRA. Under the settlement, DuPont paid a fine of $10.25 and committed to undertaking two Supplemental Environmental Projects, one of which has been completed. In 2009, EPA and DuPont entered a Consent Order under the Safe Drinking Water Act. The Consent Order obligates DuPont to survey, sample and test drinking water in and around the company’s Washington Works site and offer treatment or an alternative supply of drinking water if tests indicate the presence of PFOA in drinking water at the national Provisional Health Advisory for PFOA of 0.40 ppb or greater.
While DuPont believes that it is reasonably possible that it could incur losses related to PFOA matters in addition to those matters discussed above for which it has established accruals, a range of such losses, if any, cannot be reasonably estimated at this time.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Benlate®
In 1991, DuPont began receiving claims by growers that use of Benlate® 50 DF fungicide had caused crop damage. DuPont has since been served with thousands of lawsuits, most of which have been disposed of through trial, dismissal or settlement.
At June 30, 2011, there were nine cases in Florida courts alleging that Benlate® caused crop damage. At the 2006 trial of two cases involving twenty-seven Costa Rican fern growers, the plaintiffs sought damages in the range of $270 to $400. A $56 judgment was rendered against the company, but was reduced to $24 on DuPont’s motion. In the fourth quarter 2009, on DuPont’s motion, the judgment was reversed, vacated and the cases were remanded to be tried separately or in small related groups. Plaintiffs sought appellate review of the decision. In December 2010, the appellate court upheld the decision to try the cases separately. The appellate court also affirmed dismissal of the verdicts for seven of the twenty-seven fern growers on grounds that their claims were barred by the statute of limitations. Plaintiffs are seeking review by the Florida Supreme Court. On January 19, 2011, the court entered an order in five of the remaining crop cases striking DuPont’s pleadings. The order essentially entered judgment against DuPont as to liability. DuPont will appeal, but cannot do so until a damages trial results in a monetary judgment against it. In the first damages trial of these crop cases held in June 2011, the jury awarded $0.2 in compensatory damages plus interest and $0.8 in punitive damages. DuPont will appeal.
In January 2009, a case was filed in Florida state court claiming that plaintiff’s exposure to Benlate® allegedly contaminated with other fungicides and herbicides, caused plaintiff’s kidney cancer and pancreatic and brain tumors. The case was tried to a verdict in September 2010 in federal court, to which it had been removed on DuPont’s motion, and the jury unanimously rejected allegations that exposure to Benlate® caused plaintiff’s diseases. In December 2010, the court denied plaintiff’s post trial motions. Plaintiff has appealed.
The company does not believe that Benlate® caused the damages alleged in each of these cases and denies the allegations of fraud and misconduct. The company continues to defend itself in ongoing matters. As of June 30, 2011, the company has incurred costs and expenses of approximately $2,000 associated with these matters, but does not expect additional significant costs or expenses associated with the remaining ten cases. At June 30, 2011, the company has accruals of about $0.1 related to Benlate®. The company does not expect losses in excess of the accruals, if any, to be material.
Spelter, West Virginia
In September 2006, a West Virginia state court certified a class action captioned Perrine v DuPont, against DuPont that sought relief including the provision of remediation services and property value diminution damages for 7,000 residential properties in the vicinity of a closed zinc smelter in Spelter, West Virginia. The action also sought medical monitoring for an undetermined number of residents in the class area. In November 2010, plaintiffs and DuPont reached an agreement to settle this matter for $70 which the company paid in the first quarter 2011. In addition, the agreement requires DuPont to fund a medical monitoring program. The initial set-up costs associated with the program were included in the $70. The company will reassess its liability related to funding the medical monitoring program as eligible members of the class elect to participate and enroll in the program, as those costs cannot be reasonably estimated at this time. Enrollment in the program is expected to be completed in the third quarter 2011. As of June 30, 2011, the company does not have any accruals related to this matter.
General
The company is subject to various lawsuits and claims arising out of the normal course of its business. These lawsuits and claims include actions based on alleged exposures to products, intellectual property and environmental matters and contract and antitrust claims. Management has noted a nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged environmental torts without claiming present personal injuries. Such cases may allege contamination from unregulated substances or remediated sites. The company also has noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public. Although it is not possible to predict the outcome of these various lawsuits and claims, management does not anticipate they will have a materially adverse effect on the company’s consolidated financial position or liquidity. However, the ultimate liabilities may be significant to results of operations in the period recognized. The company accrues for contingencies when the information available indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Environmental
The company is also subject to contingencies pursuant to environmental laws and regulations that in the future may require the company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the company or other parties. The company accrues for environmental remediation activities consistent with the policy set forth in Note 1 in the company’s 2010 Annual Report. Much of this liability results from the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, often referred to as Superfund), RCRA and similar state and global laws. These laws require the company to undertake certain investigative and remedial activities at sites where the company conducts or once conducted operations or at sites where company-generated waste was disposed. The accrual also includes estimated costs related to a number of sites identified by the company for which it is probable that environmental remediation will be required, but which are not currently the subject of enforcement activities.
Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies, as well as the presence or absence of potentially responsible parties. At June 30, 2011, the Condensed Consolidated Balance Sheets included a liability of $423, relating to these matters and, in management’s opinion, is appropriate based on existing facts and circumstances. The average time frame, over which the accrued or presently unrecognized amounts may be paid, based on past history, is estimated to be 15-20 years. Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, potential liability may range up to two to three times the amount accrued as of June 30, 2011.
Other
The company has various purchase commitments incident to the ordinary conduct of business. In the aggregate, such commitments are not at prices in excess of current market.
Note 12. Stockholders’ Equity
The company’s Board of Directors authorized a $2,000 share buyback plan in June 2001. During the three months ended June 30, 2011, there were no purchases of stock under this plan. During the six months ended June 30, 2011, the company purchased and retired 5.0 million shares at a total cost of $272 under this plan. During the three and six months ended June 30, 2010, there were no purchases of stock under this plan. As of June 30, 2011, the company has purchased 30.9 million shares at a total cost of $1,484. In April 2011, the company's Board of Directors authorized a $2,000 share buyback plan. This plan will not commence until the plan authorized in June 2001 is completed. There is no expiration date on the current authorizations.
In August 2011, the company executed a stock buyback program to purchase $400 of its shares under the June 2001 plan.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
A summary of the changes in equity for the three and six months ended June 30, 2011 and 2010 is provided below:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated Changes in Equity for the Three Months Ended June 30, 2011 | | Total | | Comprehensive Income | | Preferred Stock | | Common Stock | | Additional Paid-in Capital | | Reinvested Earnings | | Accumulated Other Comprehensive Loss | | Treasury Stock | | Noncontrolling Interests |
Beginning balance | | $ | 11,279 |
| | — |
| | $ | 237 |
| | $ | 304 |
| | $ | 9,772 |
| | $ | 12,852 |
| | $ | (5,629 | ) | | $ | (6,727 | ) | | $ | 470 |
|
Comprehensive income: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Net income | | 1,229 |
| | $ | 1,229 |
| | |
| | |
| | |
| | 1,218 |
| | |
| | |
| | 11 |
|
Other comprehensive income (loss), net of tax: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Cumulative translation adjustment | | 73 |
| | 73 |
| | |
| | |
| | |
| | |
| | 73 |
| | |
| | |
|
Net revaluation and clearance of cash flow hedges to earnings | | 13 |
| | 13 |
| | |
| | |
| | |
| | |
| | 15 |
| | |
| | (2 | ) |
Pension benefit plans | | 99 |
| | 99 |
| | |
| | |
| | |
| | |
| | 99 |
| | |
| | |
|
Other benefit plans | | (10 | ) | | (10 | ) | | |
| | |
| | |
| | |
| | (10 | ) | | |
| | |
|
Net unrealized loss on securities | | (1 | ) | | (1 | ) | | |
| | |
| | |
| | |
| | (1 | ) | | |
| | |
|
Other comprehensive income, net of tax: | | 174 |
| | 174 |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Comprehensive income | | 1,403 |
| | $ | 1,403 |
| 1 | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Common dividends | | (385 | ) | | |
| | |
| | |
| | |
| | (385 | ) | | |
| | |
| |
|
|
Preferred dividends | | (2 | ) | | |
| | |
| | |
| | |
| | (2 | ) | | |
| | |
| | |
|
Common stock issued - compensation plans | | 207 |
| | |
| | |
| | 1 |
| | 206 |
| | |
| | |
| | |
| | |
|
Total Equity as of June 30, 2011 | | $ | 12,502 |
| | |
| | $ | 237 |
| | $ | 305 |
| | $ | 9,978 |
| | $ | 13,683 |
| | $ | (5,453 | ) | | $ | (6,727 | ) | | $ | 479 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated Changes in Equity for the Three Months Ended June 30, 2010 | | Total | | Comprehensive Income | | Preferred Stock | | Common Stock | | Additional Paid-in Capital | | Reinvested Earnings | | Accumulated Other Comprehensive Loss | | Treasury Stock | | Noncontrolling Interests |
Beginning balance | | $ | 8,423 |
| | |
| | $ | 237 |
| | $ | 298 |
| | $ | 8,514 |
| | $ | 11,463 |
| | $ | (5,804 | ) | | $ | (6,727 | ) | | $ | 442 |
|
Comprehensive income: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Net income | | 1,168 |
| | $ | 1,168 |
| | |
| | |
| | |
| | 1,159 |
| | |
| | |
| | 9 |
|
Other comprehensive income (loss), net of tax: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Cumulative translation adjustment | | (89 | ) | | (89 | ) | | |
| | |
| | |
| | |
| | (89 | ) | | |
| | |
|
Net revaluation and clearance of cash flow hedges to earnings | | 18 |
| | 18 |
| | |
| | |
| | |
| | |
| | 18 |
| | |
| |
|
|
Pension benefit plans | | 87 |
| | 87 |
| | |
| | |
| | |
| | |
| | 87 |
| | |
| | |
|
Other benefit plans | | (7 | ) | | (7 | ) | | |
| | |
| | |
| | |
| | (7 | ) | | |
| | |
|
Net unrealized loss on securities | | (1 | ) | | (1 | ) | | |
| | |
| | |
| | |
| | (1 | ) | | |
| | |
|
Other comprehensive income, net of tax: | | 8 |
| | 8 |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Comprehensive income | | 1,176 |
| | $ | 1,176 |
| 1 |
| |
| | |
| | |
| | |
| | |
| | |
| | |
|
Common dividends | | (376 | ) | | |
| | |
| | |
| | |
| | (375 | ) | | |
| | |
| | (1 | ) |
Preferred dividends | | (2 | ) | | |
| | |
| | |
| | |
| | (2 | ) | | |
| | |
| | |
|
Common stock issued - compensation plans | | 55 |
| | |
| | |
| | | | 55 |
| | |
| | |
| | |
| | |
|
Total Equity as of June 30, 2010 | | $ | 9,276 |
| | |
| | $ | 237 |
| | $ | 298 |
| | $ | 8,569 |
| | $ | 12,245 |
| | $ | (5,796 | ) | | $ | (6,727 | ) | | $ | 450 |
|
_________________________________
1 Includes comprehensive income attributable to noncontrolling interests of $9 for the three months ended June 30, 2011 and 2010.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated Changes in Equity for the Six Months Ended June 30, 2011 | | Total | | Comprehensive Income | | Preferred Stock | | Common Stock | | Additional Paid-in Capital | | Reinvested Earnings | | Accumulated Other Comprehensive Loss | | Treasury Stock | | Noncontrolling Interests |
Beginning balance | | $ | 9,743 |
| | |
| | $ | 237 |
| | $ | 301 |
| | $ | 9,227 |
| | $ | 12,030 |
| | $ | (5,790 | ) | | $ | (6,727 | ) | | $ | 465 |
|
Comprehensive income: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Net income | | 2,673 |
| | $ | 2,673 |
| | |
| | |
| | |
| | 2,649 |
| | |
| | |
| | 24 |
|
Other comprehensive income (loss), net of tax: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Cumulative translation adjustment | | 117 |
| | 117 |
| | |
| | |
| | |
| | |
| | 117 |
| | |
| | |
|
Net revaluation and clearance of cash flow hedges to earnings | | 34 |
| | 34 |
| | |
| | |
| | |
| | |
| | 37 |
| | |
| | (3 | ) |
Pension benefit plans | | 202 |
| | 202 |
| | |
| | |
| | |
| | |
| | 202 |
| | |
| | |
|
Other benefit plans | | (19 | ) | | (19 | ) | | |
| | |
| | |
| | |
| | (19 | ) | | |
| | |
|
Other comprehensive income, net of tax: | | 334 |
| | 334 |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Comprehensive income | | 3,007 |
| | $ | 3,007 |
| 2 | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Common dividends | | (775 | ) | | |
| | |
| | |
| | |
| | (768 | ) | | |
| | |
| | (7 | ) |
Preferred dividends | | (5 | ) | | |
| | |
| | |
| | |
| | (5 | ) | | |
| | |
| | |
|
Common stock issued - compensation plans | | 804 |
| | |
| | |
| | 6 |
| | 798 |
| | |
| | |
| | |
| | |
|
Common stock repurchased | | (272 | ) | | | | | | | | | | | | | | (272 | ) | | |
Common stock retired | | — |
| | | | | | (2 | ) | | (47 | ) | | (223 | ) | | | | 272 |
| | |
Total Equity as of June 30, 2011 | | $ | 12,502 |
| | |
| | $ | 237 |
| | $ | 305 |
| | $ | 9,978 |
| | $ | 13,683 |
| | $ | (5,453 | ) | | $ | (6,727 | ) | | $ | 479 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated Changes in Equity for the Six Months Ended June 30, 2010 | | Total | | Comprehensive Income | | Preferred Stock | | Common Stock | | Additional Paid-in Capital | | Reinvested Earnings | | Accumulated Other Comprehensive Loss | | Treasury Stock | | Noncontrolling Interests |
Beginning balance | | $ | 7,651 |
| | |
| | $ | 237 |
| | $ | 297 |
| | $ | 8,469 |
| | $ | 10,710 |
| | $ | (5,771 | ) | | $ | (6,727 | ) | | $ | 436 |
|
Comprehensive income: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Net income | | 2,305 |
| | $ | 2,305 |
| | |
| | |
| | |
| | 2,288 |
| | |
| | |
| | 17 |
|
Other comprehensive income (loss), net of tax: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Cumulative translation adjustment | | (151 | ) | | (151 | ) | | |
| | |
| | |
| | | | (150 | ) | | |
| | (1 | ) |
Net revaluation and clearance of cash flow hedges to earnings | | (12 | ) | | (12 | ) | | |
| | |
| | |
| | |
| | (12 | ) | | |
| |
|
|
Pension benefit plans | | 167 |
| | 167 |
| | |
| | |
| | |
| | |
| | 167 |
| | |
| | |
|
Other benefit plans | | (27 | ) | | (27 | ) | | |
| | |
| | |
| | |
| | (27 | ) | | |
| | |
|
Net unrealized loss on securities | | (3 | ) | | (3 | ) | | |
| | |
| | |
| | |
| | (3 | ) | | |
| | |
|
Other comprehensive loss, net of tax: | | (26 | ) | | (26 | ) | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Comprehensive income | | 2,279 |
| | $ | 2,279 |
| 2 |
| |
| | |
| | |
| | |
| | |
| | |
| | |
|
Common dividends | | (750 | ) | | |
| | |
| | |
| | |
| | (748 | ) | | |
| | |
| | (2 | ) |
Preferred dividends | | (5 | ) | | |
| | |
| | |
| | |
| | (5 | ) | | |
| | |
| | |
|
Common stock issued - compensation plans | | 101 |
| | |
| | |
| | 1 |
| | 100 |
| | |
| | |
| | |
| | |
|
Total Equity as of June 30, 2010 | | $ | 9,276 |
| | |
| | $ | 237 |
| | $ | 298 |
| | $ | 8,569 |
| | $ | 12,245 |
| | $ | (5,796 | ) | | $ | (6,727 | ) | | $ | 450 |
|
_________________________________
2 Includes comprehensive income attributable to noncontrolling interests of $21 and $16 for the six months ended June 30, 2011 and 2010, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 13. Derivatives and Other Hedging Instruments
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks under established procedures and controls. The company has established a variety of approved derivative instruments to be utilized in each financial risk management program, as well as varying levels of exposure coverage and time horizons based on an assessment of risk factors related to each hedging program. Derivative instruments utilized during the period include forwards, options, futures and swaps. The company has not designated any nonderivatives as hedging instruments.
The company established a financial risk management framework that incorporated the Corporate Financial Risk Management Committee and established financial risk management policies and guidelines that authorize the use of specific derivative instruments and further establishes procedures for control and valuation, counterparty credit approval and routine monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The company is exposed to credit loss in the event of nonperformance by these counterparties. The company manages this exposure to credit loss through the aforementioned credit approvals, limits and monitoring procedures and, to the extent possible, by restricting the period over which unpaid balances are allowed to accumulate. The company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.
The company hedges foreign currency-denominated revenue and monetary assets and liabilities, certain business specific foreign currency exposures and certain energy feedstock purchases. In addition, the company enters into agricultural commodity derivatives to hedge exposures relevant to agricultural feedstocks.
Foreign Currency Risk