DuPont 2012 Annual Report Download
Download and view the complete annual report
Please find the complete 2012 DuPont annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2 -
3 -
4 -
5 -
6 -
7 -
8 -
9 -
10 -
11 -
12 -
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
-
126
-
127
-
128
-
129
-
130
-
131
-
132
-
133
-
134
-
135
-
136
 |
 |
(Mark One)
o
____________________________________________________________________________
__________________________________________________
Common Stock ($.30 par value)
Preferred Stock
(without par value-cumulative)
$4.50 Series
$3.50 Series
_____________________________________________________
o
o
o
o
o
ooo
o
The company's Proxy Statement in connection with the Annual Meeting of Stockholders to be held on April 24, 2013. III
Table of contents
-
Page 1
... 1934 For the fiscal year ended December 31, 2012 o OR TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 _____ Commission file number 1-815 E. I. DU PONT DE NEMOURS AND COMPANY (Exact name of registrant as specified in its charter) DELAWARE (State or Other... -
Page 2
... Schedules 46 Note on Incorporation by Reference Information pertaining to certain Items in Part III of this report is incorporated by reference to portions of the company's definitive 2013 Annual Meeting Proxy Statement to be filed within 120 days after the end of the year covered by this Annual... -
Page 3
.... Large volume purchases are generally procured under competitively priced supply contracts. In third quarter 2012, the company entered into a definitive agreement to sell its Performance Coatings business (which represented a reportable segment) for approximately $4.9 billion in cash and the... -
Page 4
... and 19 percent of the company's total consolidated net sales for the years ended December 31, 2012, 2011 and 2010, respectively. Pioneer's research and development focuses on integrating high yielding germplasm with value added proprietary and/or licensed native and biotechnology traits with... -
Page 5
... the segment's total sales in 2012. Performance Chemicals Performance Chemicals businesses, DuPont Titanium Technologies and DuPont Chemicals and Fluoroproducts, deliver customized solutions with a wide range of industrial and specialty chemical products for markets including plastics and coatings... -
Page 6
..., natural gas and purified terephthalic acid. Performance Materials segment sales outside the U.S. accounted for 69 percent of the segment's total sales in 2012. Safety & Protection Safety & Protection businesses, Protection Technologies, Sustainable Solutions and Building Innovations, satisfy... -
Page 7
... patent portfolio, both owned and licensed. These definite-lived patents cover many products, processes and product uses. These patents protect many aspects of the company's significant research programs and the goods and services it sells. The actual protection afforded by these patents varies from... -
Page 8
... fields, as well as to improve existing products and processes. Each segment of the company funds research and development activities that support its business mission. The company is expanding its offerings addressing safety, environment, energy and climate challenges in the global marketplace by... -
Page 9
... competes with major global companies that have strong intellectual property estates supporting the use of biotechnology to enhance products, particularly agricultural and bio-based products. Speed in discovering, developing and protecting new technologies and bringing related products to market is... -
Page 10
... and performance characteristics of Pioneer seeds provides Pioneer with competitive advantages in the development of new products, and in the most effective placement of those products on customer planted area. Industrial Biosciences leverages the company's biotechnology capabilities to develop and... -
Page 11
... plans to purchase products and may not be able to fulfill their obligations in a timely fashion. Further, suppliers could experience similar conditions, which could impact their ability to fulfill their obligations to the company. Adversity within capital markets may impact future return on pension... -
Page 12
.... ITEM 2. PROPERTIES The company's corporate headquarters are located in Wilmington, Delaware. The company's manufacturing, processing, marketing and research and development facilities, as well as regional purchasing offices and distribution centers are located throughout the world. Information... -
Page 13
...Belle Plant, West Virginia The U.S. Environmental Protection Agency (EPA) is investigating three chemical releases at DuPont's Belle facility in West Virginia which occurred in January 2010. One of the releases involved the death of a DuPont employee after exposure to phosgene. Chambers Works Plant... -
Page 14
Part I ITEM 3. LEGAL PROCEEDINGS, continued DuPont (Australia) Pty Limited The New South Wales Environmental Protection Authority (NSWEPA) alleges that 2011 dust particulate emissions from a DuPont (Australia) Pty Limited facility caused damage to trees, shrubs, and garden plants. In April 2012, ... -
Page 15
...'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for 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... -
Page 16
... EQUITY SECURITIES, continued Stock Performance Graph The following graph presents the cumulative five-year total return for the company's common stock compared with the S&P 500 Stock Index and the Dow Jones Industrial Average. 12/31/2007 12/31/2008 12/31/2009 12/31/2010 12/31/2011 12/31/2012... -
Page 17
... FINANCIAL DATA (Dollars in millions, except per share) 2012 2011 2010 2009 2008 Summary of operations 1 Net sales Employee separation / asset related charges, net Income from continuing operations before income taxes Provision for income taxes on continuing operations Net income attributable... -
Page 18
...on the business supply chain to maximize efficiency and optimize working capital, while DPS focuses on productivity outcomes to eliminate operational inefficiencies and improve lead time, cycle time and quality. The company is committed to maintain a strong balance sheet and to return excess cash to... -
Page 19
... for the other segments combined, particularly Performance Chemicals. Higher local prices were driven principally by increases for seeds, titanium dioxide, and specialty polymers. Currency effect primarily reflects the weaker Euro and Brazilian Real. Sales in developing markets of $11.9 billion... -
Page 20
... quarter, resulting from destocking in photovoltaics, polymer and industrial supply chains, as well as weaker demand for company products supplying consumer electronics and construction. Volume growth in Latin America was driven by Agriculture and Safety & Protection. Sales in developing markets... -
Page 21
... prior years restructuring programs. 2012 Restructuring Program In 2012, the company commenced a restructuring plan to increase productivity, enhance competitiveness and accelerate growth. The plan is designed to eliminate corporate costs previously allocated to the Performance Coatings business as... -
Page 22
... AND RESULTS OF OPERATIONS, continued 2011 Restructuring Program In 2011, the company initiated a series of actions to achieve the expected cost synergies associated with the Danisco acquisition. As a result, the company recorded a $53 million charge in employee separation/asset related charges, net... -
Page 23
... related to the Imprelis ® matter. 2011 versus 2010 Pioneer seed sales reflect growth primarily in corn and soybean seeds. Volume increases in all regions reflect increased planted area and market position. Pricing gains in all regions reflect the introduction and penetration of new products... -
Page 24
... by higher seed input costs resulting from commodity price increases and the multi year weather related impact on production yields, as well as continued investment in commercial and R&D activities to support growth. In the Crop Protection business, sales and earnings growth in 2013 is expected in... -
Page 25
...-% 2012 versus 2011 Sales were up primarily due to the Danisco enzyme business acquisition. Volume growth reflects strong sales of Sorona® polymer for carpeting, while lower price relates to unfavorable currency impact. 2012 PTOI and PTOI margin increased reflecting benefits of the acquisition and... -
Page 26
... 2010 Sales were up primarily due to the Danisco acquisition. For Solae, higher selling prices and volume reflect strong demand for specialty soy products. 2011 PTOI and PTOI margin decreased as higher sales were more than offset by a $112 million charge for transaction related costs and the fair... -
Page 27
...$58 million gain on an asset purchase due to the acquisition and early termination of a supply agreement, a gain on the sale of a business and an insurance recovery. Lower PTOI margin primarily reflects feedstock costs increasing at a higher rate than selling prices. 2013 sales are expected to grow... -
Page 28
Part II ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued SAFETY & PROTECTION (Dollars in millions) 2012 2011 2010 Segment sales PTOI PTOI margin $ $ 3,825 360 $ $ 9% 2012 3,934 $ 500 $ 13% 2011 3,364 454 13% Change in segment sales from... -
Page 29
... credit lines, equity and long-term debt markets and asset sales. The company's current strong financial position, liquidity and credit ratings provide excellent access to the capital markets. In addition, spending and capital productivity actions have been implemented. The company will continue to... -
Page 30
...2010, the company purchased and retired 13.8 million and 5.4 million shares at a total cost of $672 million and $250 million, respectively, under the 2001 plan. (Dollars in millions) 2012 2011 2010 Cash provided by operating activities Purchases of property, plant and equipment $ $ Free cash flow... -
Page 31
... Accounting for employee benefit plans involves numerous assumptions and estimates. Discount rate and expected return on plan assets are two critical assumptions in measuring the cost and benefit obligation of the company's pension and other long-term employee benefit plans. Management reviews... -
Page 32
... to the company's pension and other long-term employee benefit plans, based on assets and liabilities at December 31, 2012 : 1/2 Percentage Pre-tax Earnings Benefit (Charge) Point 1/2 Percentage Point (Dollars in millions) Increase Decrease Discount rate Expected rate of return on plan assets... -
Page 33
... at the dates of acquisition, those estimates are inherently uncertain. Assessment of the potential impairment of property, plant and equipment, goodwill, other intangible assets and investments in affiliates is an integral part of the company's normal ongoing review of operations. Testing for... -
Page 34
... below within Long-term Employee Benefits. Primarily represents remaining expected payments under Pioneer license agreements. Primarily represents employee-related benefits other than pensions and other long-term employee benefits. Due to uncertainty regarding the completion of tax audits and... -
Page 35
... in 2013 to pension plans other than the principal U.S. pension plan. The company's other long-term employee benefits are unfunded and the cost of the approved claims is paid from operating cash flows. Pre-tax cash requirements to cover actual net claims costs and related administrative... -
Page 36
... in long-term employee benefit expense in 2012 is primarily related to the decrease in discount rates and lower return on plan assets, partially offset by plan amendments to the company's U.S. parent company retiree medical and dental plans. The increase in long-term employee benefit expense in 2011... -
Page 37
...2012 revenue was generated from sales of products that help direct and downstream customers GHG emissions. The company is actively engaged in the effort to develop constructive public policies to reduce GHG emissions and encourage lower carbon forms of energy. Legislative efforts to control or limit... -
Page 38
... particularly those relating to long-term capital investments. If in the absence of federal legislation, states were to implement programs mandating GHG emissions reductions, the company, its suppliers and customers could be competitively disadvantaged by the added administrative costs of complying... -
Page 39
... Financial Statements. The following table summarizes the impacts of the company's foreign currency hedging program on the company's results of operations for the years ended December 31, 2012, 2011, and 2010, and includes the company's pro rata share of its equity affiliates' exchange gains... -
Page 40
... in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures. As of December 31, 2012, the company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of... -
Page 41
... Vice President-DuPont Safety & Protection in 2002. In June 2006, Mrs. Kullman was named Executive Vice President and assumed leadership of Marketing & Sales along with Safety and Sustainability. She was appointed President on October 1, 2008 and became Chief Executive Officer on January 1, 2009. On... -
Page 42
...for DuPont Protection Technologies, Building Innovations, Sustainable Solutions, Chemicals & Fluoroproducts, Titanium Technologies and Electronics & Communications. He also leads the company's sustainability, safety, communications, and sales and marketing functions. ITEM 11. EXECUTIVE COMPENSATION... -
Page 43
... under the rules of the New York Stock Exchange. This column also includes 71 options from the conversion of DuPont Canada options to DuPont options in connection with the company's acquisition of the minority interest in DuPont Canada. There is no limit on the number of shares that can be issued... -
Page 44
...and Qualifying Accounts (Dollars in millions) Year Ended December 31, 2012 2011 2010 Accounts Receivable-Allowance for Doubtful Receivables Balance at beginning of period Additions charged to cost and expenses Deductions from reserves Amounts related to the Performance Coatings business Balance at... -
Page 45
... the company's Annual Meeting Proxy Statement dated March 18, 2011). 10.7* Form of Award Terms under the company's Equity and Incentive Plan (incorporated by reference to Exhibit 10.8 to the company's Quarterly Report on Form 10-Q for the period ended March 31, 2009). Company's Retirement Savings... -
Page 46
23 Consent of Independent Registered Public Accounting Firm. 44 -
Page 47
Part IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, continued Exhibit Number Description 31.1 31.2 32.1 Rule 13a-14(a)/15d-14(a) Certification of the company's Principal Executive Officer. Rule 13a-14(a)/15d-14(a) Certification of the company's Principal Financial Officer. Section ... -
Page 48
...6, 2013 E. I. DU PONT DE NEMOURS AND COMPANY By: /s/ Nicholas C. Fanandakis Nicholas C. Fanandakis Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) _____ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed... -
Page 49
...the years ended December 31, 2012, 2011 and 2010 Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011 Consolidated Statements of Equity for the years ended December 31, 2012, 2011 and 2010 Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010... -
Page 50
... management and directors of the company; and iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company's assets that could have a material effect on the financial statements. Internal control over financial reporting... -
Page 51
... 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed... -
Page 52
..., except per share) For the year ended December 31, 2012 2011 2010 Net sales Other income, net $ Total Cost of goods sold and other operating charges Selling, general and administrative expenses Research and development expense Interest expense Employee separation / asset related charges, net... -
Page 53
..., except per share) For the year ended December 31, 2012 2011 2010 Net income $ 2,813 $ 77 8 (65) (57) (1,433) 3,510 $ (457) 10 3,052 (6) (33) Other comprehensive income (loss), before tax: Cumulative translation adjustment Net revaluation and clearance of cash flow hedges to earnings... -
Page 54
... Financial Statements CONSOLIDATED BALANCE SHEETS (Dollars in millions, except per share) December 31, Assets 2012 2011 Current assets Cash and cash equivalents Marketable securities Accounts and notes receivable, net Inventories Prepaid expenses Deferred income taxes Assets held for sale... -
Page 55
... STATEMENTS OF EQUITY (Dollars in millions, except per share) Accumulated Other Preferred Stock Common Stock Additional Paid-in Reinvested Capital Earnings Comprehensive Loss Treasury Stock Noncontrolling Interests Total Equity 2010 Balance January 1, 2010 Acquisition of a majority... -
Page 56
... and income taxes Cash provided by operating activities Investing activities Purchases of property, plant and equipment Investments in affiliates Payments for businesses - net of cash acquired Proceeds from sale of assets - net of cash sold Net decrease (increase) in short-term financial instruments... -
Page 57
... been made to conform to current year's presentation. In the third quarter 2012, the company signed a definitive agreement to sell its Performance Coatings business (which represented a reportable segment). In accordance with GAAP, the results of Performance Coatings are presented as discontinued... -
Page 58
.... Substantially all equipment and buildings are depreciated over useful lives ranging from 15 to 25 years. Capitalizable costs associated with computer software for internal use are amortized on a straightline basis over 5 to 7 years. When assets are surrendered, retired, sold or otherwise disposed... -
Page 59
...Financial Statements (continued) (Dollars in millions, except per share) Definite-lived intangible assets, such as purchased and licensed technology, patents and customer lists are amortized over their estimated useful lives, generally for periods ranging from 1 to 20 years. The company continually... -
Page 60
... instruments will generally be offset in the income statement by changes in the fair value of the hedged items. For derivative instruments designated as cash flow hedges, the effective portion of any hedge is reported in accumulated other comprehensive income (loss) until it is cleared to earnings... -
Page 61
... relating to the 2012 restructuring program. 2012 Restructuring Program In 2012, the company commenced a restructuring plan to increase productivity, enhance competitiveness and accelerate growth. The plan is designed to eliminate corporate costs previously allocated to the Performance Coatings... -
Page 62
... I. du Pont de Nemours and Company Notes to the Consolidated Financial Statements (continued) (Dollars in millions, except per share) Account balances and activity for the 2012 restructuring program are summarized below: Employee Separation Asset Related Costs Other Non-Personnel Charges1 Total... -
Page 63
...As part of the Danisco acquisition, DuPont incurred $85 in transaction related costs during 2011, which were recorded in costs of goods sold and other operating charges. In 2011, Danisco contributed net sales of $1,713 and net income attributable to DuPont of $(7), which excludes $30 after-tax ($39... -
Page 64
...-tax exchange gains and losses are recorded in other income, net and the related tax impact is recorded in provision for income taxes on continuing operations on the Consolidated Income Statements. Exchange gains (losses) related to earnings of affiliates was $3, $1 and $(2) for 2012, 2011 and 2010... -
Page 65
... by pre-tax charges related to Imprelis ® and employee separation/asset related charges in 2012, in addition to the results of the company's hedging program. See Note 3 and Note 16 for additional information. In 2012 and 2011, the U.S. recorded exchange losses associated with the hedging program of... -
Page 66
...by tax authorities for years before 1999. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: 2012 2011 2010 Total unrecognized tax benefits as of January 1 Gross amounts of decreases in unrecognized tax benefits as a result of tax positions taken during... -
Page 67
...-average number of common shares outstanding in 2012 and 2011 increased as a result of the issuance of new shares from the company's equity compensation plans, partially offset by the company's repurchase and retirement of its common stock (see Note 17). The following average number of stock options... -
Page 68
...economic and market conditions, and review of the current status of customers' accounts. Notes receivable - trade primarily consists of receivables within the Agriculture segment for deferred payment loan programs for the sale of seed products to customers. These loans have terms of one year or less... -
Page 69
...Company Notes to the Consolidated Financial Statements (continued) (Dollars in millions, except per share) 11. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2012 and 2011, by reportable segment... -
Page 70
... which limit its useful life. The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $312, $253 and $155 for 2012, 2011 and 2010, respectively. The estimated aggregate pre-tax amortization expense from continuing operations for 2013, 2014... -
Page 71
... 31, 2012 and 2011 was 4.8% and 2.6%, respectively. The increase in the interest rate for 2012 was primarily due to long-term debt maturing within one year. 13. OTHER ACCRUED LIABILITIES December 31, 2012 2011 Compensation and other employee-related costs Deferred revenue Employee benefits (Note... -
Page 72
...). The fair value of outstanding swaps was an asset of $55 and $66 at December 31, 2012 and 2011, respectively. During 2008, the interest rate swap agreement associated with these notes was terminated. The gain will be amortized over the remaining life of the bond, resulting in an effective yield of... -
Page 73
... Company Notes to the Consolidated Financial Statements (continued) (Dollars in millions, except per share) 15. OTHER LIABILITIES December 31, 2012 2011 Employee benefits: Accrued other long-term benefit costs (Note 18) Accrued pension benefit costs (Note 18) Accrued environmental remediation costs... -
Page 74
...in 2012, 2011 and 2010, respectively. Asset Retirement Obligations The company has recorded asset retirement obligations primarily associated with closure, reclamation and removal costs for mining operations related to the production of titanium dioxide in Performance Chemicals. The company's asset... -
Page 75
.... Drinking Water Actions In August 2001, a class action, captioned Leach v DuPont, was filed in West Virginia state court alleging that residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water. DuPont and... -
Page 76
... cost of $284 under the 2011 plan. There is no required completion date for the purchases under the 2011 plan. In December 2012, the company's Board of Directors authorized a $1,000 share buyback plan, subject to receiving the proceeds from the Performance Coatings divestiture. On February 1, 2013... -
Page 77
... 2012, 2011, and 2010 is provided as follows: For the year ended December 31, Pre-Tax Cumulative translation adjustment 2012 2011 2010 $ 77 $ Tax After-Tax Pre-Tax - $ 77 $ (457) $ Tax After-Tax Pre-Tax Tax After-Tax - $ (457) $ (6) $ - $ (6) Net revaluation and clearance of cash flow hedges... -
Page 78
.... Other Long-term Employee Benefits The parent company and certain subsidiaries provide medical, dental and life insurance benefits to pensioners and survivors, and disability and life insurance protection to employees. The associated plans for retiree benefits are unfunded and the cost of the... -
Page 79
... share) Summarized information on the company's pension and other long-term employee benefit plans is as follows: Pension Benefits Other Benefits Obligations and Funded Status at December 31, 2012 2011 2012 2011 Change in benefit obligation Benefit obligation at beginning of year Service cost... -
Page 80
...Company Notes to the Consolidated Financial Statements (continued) (Dollars in millions, except per share) The pre-tax amounts recognized in accumulated other comprehensive loss are summarized below: Pension Benefits Other Benefits December 31, 2012 2011 2012 2011 Net loss Prior service (cost... -
Page 81
... benefit cost for the years ended December 31, 2012 2011 2012 2011 2010 Discount rate Expected return on plan assets Rate of compensation increase 4.32% 8.61% 4.18% 5.32% 8.73% 4.24% 5.80% 8.64% 4.24% 4.49% -% 4.40% 5.50% -% 4.50% 6.00% -% 4.50% In connection with the planned sale... -
Page 82
...rate, expected return on plan assets and the rate of compensation increase were 5.50 percent , 9.00 percent and 4.50 percent for 2011 and 6.00 percent , 9.00 percent and 4.50 percent for 2010, respectively. In the U.S., the discount rate is developed by matching the expected cash flow of the benefit... -
Page 83
... target allocation for plan assets of the company's U.S. and non-U.S. pension plan is summarized as follows: Target allocation for plan assets at December 31, 2012 2011 U.S. equity securities Non-U.S. equity securities Fixed income securities Hedge funds Private market securities Real estate... -
Page 84
...31, 2012 and 2011, respectively. Fair Value Measurements at December 31, 2012 Asset Category Total Level 1 Level 2 Level 3 Cash and cash equivalents U.S. equity securities 1 Non-U.S. equity securities Debt - government-issued Debt - corporate-issued Debt - asset-backed Hedge funds Private market... -
Page 85
... the years ended December 31, 2012 and 2011: Level 3 Assets U.S. Equity Securities 20 Total DebtCorporate Issued DebtAsset- Backed Hedge Funds Private Market Securities Real Estate Beginning balance at December 31, 2010 Realized gain (loss) Change in unrealized gain (loss) Purchases, sales... -
Page 86
...Consolidated Financial Statements (continued) (Dollars in millions, except per share) The company's contributions to the U.S. parent company's defined contribution plans were $212, $210 and $195 for the years ended December 31, 2012 , 2011 and 2010, respectively. The company's matching contributions... -
Page 87
... date. The company also grants PSUs to senior leadership. In 2012, there were 233,422 PSUs granted. Vesting for PSUs granted in 2010, 2011 and 2012 is equally based upon corporate revenue growth relative to peer companies and total shareholder return (TSR) relative to peer companies. Performance... -
Page 88
... compensation plans and Pioneer's Annual Reward Program. Such awards were $379, $386 and $422 for 2012, 2011 and 2010, respectively. 20. DERIVATIVES AND OTHER HEDGING INSTRUMENTS Objectives and Strategies for Holding Derivative Instruments In the ordinary course of business, the company enters... -
Page 89
...were issued prior to year end. While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two-year period. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings... -
Page 90
... the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. Additionally, the company has cross-currency swaps to hedge foreign currency fluctuations on long-term intercompany loans. In 2012, the company initiated a program... -
Page 91
...For the years ended December 31, 2012, 2011 and 2010, there was no material ineffectiveness with regard to the company's cash flow hedges. Gain (loss) recognized in income of derivative is offset to $0 by gain (loss) recognized in income of the hedged item. COGS is defined as costs of goods sold and... -
Page 92
... de Nemours and Company Notes to the Consolidated Financial Statements (continued) (Dollars in millions, except per share) 21. GEOGRAPHIC INFORMATION 2012 Net Sales1 Net Property2 2011 2010 Net Sales1 Net Property2 Net Sales1 Net Property2 United States Canada EMEA3 Belgium Denmark Finland... -
Page 93
... the products and production processes, end-use markets, channels of distribution and regulatory environment. The company's reportable segments are Agriculture, Electronics & Communications, Industrial Biosciences, Nutrition & Health, Performance Chemicals, Performance Materials, Safety & Protection... -
Page 94
... Financial Statements (continued) (Dollars in millions, except per share) Electronics & Communications Industrial Biosciences Performance Nutrition & Health Chemicals Performance Materials Safety & Protection Agriculture Pharmaceuticals Other Total 2012 Segment sales Less: Transfers... -
Page 95
... the Performance Coatings business which met the criteria for discontinued operations during 2012. Other items1 Segment Totals Adjustments Consolidated Totals 2012 Depreciation and amortization Equity in earnings of affiliates Affiliate net assets Purchases of property, plant and equipment 2011... -
Page 96
... sale of a business. Included a $(134) restructuring charge recorded in employee separation/asset related charges, net primarily as a result of the company's plan to eliminate corporate costs previously allocated to Performance Coatings and cost-cutting actions to improve competitiveness, partially... -
Page 97
... was charged to research and development expense. Included a $40 reduction in estimated restructuring costs related to restructuring programs impacting the segments as follows: Electronics & Communications - $ 8; Performance Chemicals - $10; Performance Materials - $16; Safety & Protection - $5; and... -
Page 98
...costs of goods sold and other operating charges associated with the company's process to fairly resolve claims related to the use of Imprelis ® . See description in Note 16 for further details. Fourth quarter 2011 included a $(17) restructuring charge recorded in employee separation / asset related... -
Page 99
...) (Dollars in millions, except per share) 24. SUBSEQUENT EVENTS Divestiture of Performance Coatings On February 1, 2013, the company completed its sale of the Performance Coatings business. See Note 2 for additional details. American Taxpayer Relief Act of 2012 On January 2, 2013, U.S. tax law... -
Page 100
...the company's website at http://www.dupont.com. This site includes important information on products and services, financial reports, news releases, environmental information and career opportunities. The company's periodic and current reports filed with the SEC are available on its website, free of... -
Page 101
... State of Delaware. The name of its resident agent is E. I. du Pont de Nemours and Company, whose address is Room 8042, Du Pont Building, No. 1007 Market Street, in the City of Wilmington, County of New Castle, State of Delaware 19898. Third: -- The nature of the business of the corporation and the... -
Page 102
..., construction, use, operation, sale and other disposition of all kinds of machinery, plants, factories, warehouses, elevators, buildings and other structures, bridges, wharves, docks, slips, dams, power works, water works, boats, ships, engines, cars, equipment and appliances, whether in connection... -
Page 103
... Twenty Dollars ($120.00) per share and accumulated dividends thereon to the date of redemption, upon the terms and in the manner as hereinafter provided. II. III. Authority is hereby expressly granted to the Board of Directors of the corporation, subject to the provisions of this Article FOURTH... -
Page 104
... this Section III. respects, except as permitted in the IIIA A new series of Preferred Stock without par value of the corporation shall have the designation, the number of shares to be issued, the dividend rate, the redemption price and the amount payable upon liquidation or dissolution or winding... -
Page 105
... time, full accumulated dividends as aforesaid for all past dividend periods and for the current dividend period shall have been paid, or declared and set apart for payment, on the then outstanding Preferred Stock, the Board of Directors may declare dividends on the Common Stock of the corporation... -
Page 106
... Board or in the By-Laws of the corporation. XIV. The amount of capital stock with which this corporation will commence business is Seventy-five Hundred Dollars ($7,500). Fifth: The names and places of residence of each of the original subscribers to the capital stock and the number of shares... -
Page 107
...any dividend. All sums reserved as working capital or otherwise may be applied from time to time to the acquisition or purchase of its bonds or other obligations or shares of its own capital stock or other property to such extent and in such manner and upon such terms as the Board of Directors shall... -
Page 108
... vote, in person or by proxy, at any meeting called as provided in the By-laws, of the holders of two-thirds of its stock, issued and outstanding, the Board of Directors may sell, convey, assign, transfer or otherwise dispose of, the property, assets, rights and privileges of the corporation as an... -
Page 109
...18, 2012 Effective January 1, 2013 E. I. du Pont de Nemours and Company RETIREMENT SAVINGS RESTORATION PLAN I. PURPOSE The purpose of this Plan is to provide an eligible employee with the opportunity to defer, until termination of employment, receipt of salary that, because of compensation limits... -
Page 110
... Retirement Savings Plan0 and/or (2) change the designated investment options used in valuing his/her Account under this Plan, subject to the rules governing investment direction and/or transfers among funds in the Retirement Savings Plan. (E) Credits to Accounts. Participant Contributions, Company... -
Page 111
... any circumstances. Plan benefits can be paid only to participants, beneficiaries or survivors. VIII. RIGGT TO MODIFY E. I . du Pont de Nemours and Company reserves the right to change or discontinue this Plan in its discretion by action of the Compensation Committee of the Board of nirectors, or... -
Page 112
Retirement Savings Restoration Plan Exhibit A Participating Employers (Effective as of January 1, 2013) E. I. du Pont de Nemours and Company - Level 13 and above nuPont Performance Elastomers LLC EKC Technology, Inc. Effective January 1, 2009 First Chemical Corporation Effective January 1, 2009 ... -
Page 113
... Co. Ltd., a Delaware limited liability company (the " Buyer"), to the Purchase Agreement, dated August 30, 2012 (the " Agreement "), by and between DuPont and the Buyer. Unless otherwise specifically defined herein, each term used herein shall have the meaning ascribed to such term in the Agreement... -
Page 114
..., the Real Property Transfer, the Mexican Asset Transfer and transactions pursuant to the Local Purchase Agreements (but excluding any VAT and any direct or indirect capital gain Taxes and withholding Taxes, in each case, imposed on DuPont or any of its Affiliates in connection with the transactions... -
Page 115
... agreement relating to the Mexican Asset Transfer, any Restructuring VAT and all excise, sales, VAT, use, transfer (including real property transfer), stamp, documentary, filing, recordation and other similar taxes arising from the removal of the Excluded Assets from the Transferred DPC Companies... -
Page 116
... by inserting the following language at the end of the definition: ", including all intellectual property rights therein." SECTION 1.7 Payment with Respect to DuPont Performance Coatings (Changchun) Co. Ltd. (a) Annex A of the Agreement is hereby amended by adding the following definitions: 4 -
Page 117
... Du Pont China Holding Company Limited, a foreign-invested holding company duly incorporated under the laws of the People's Republic of China and an indirect Subsidiary of DuPont. "Luxco" shall mean Flash Lux Co S.à r.l., a société a responsabilité limitéé or private limited liability company... -
Page 118
... . Article V is hereby amended by adding the following as a new Section 5.29: "Section 5.29. Environmental Permits . (a) Certain Definitions . The following terms, when used in this Section, shall have the meanings assigned to them below. (i) "Operation of the DPC Business " means the operation of... -
Page 119
... required to maintain compliance with any Outstanding Permit (including, without limitation, any operational expenses, capital expenditures, or costs to modify existing, or install new, equipment), then such fees, expenses or expenditures shall be paid: (i) by DuPont if they are incurred exclusively... -
Page 120
...such Outstanding Permit is no longer required for the Operation of the DPC Business by the Transferred DPC Company; or (iii) the two (2) year anniversary of the Closing Date; provided, however, that the foregoing limitations shall not apply with respect to any Required DPC Permits that are shared by... -
Page 121
... sum of (i) the amount set forth opposite the name of such entity on Section A(30) of the Seller's Disclosure Schedule and (ii) the aggregate amount in United States Dollars of any outstanding principal and accrued but unpaid interest as of the Effective Time (the " ATA Note Amount") under any ATA... -
Page 122
... of the sale of DuPont Performance Coatings GmbH (the "Germany Purchase Agreement") shall be disregarded for purposes of this sentence. To the extent any such consideration is stated in local currency, for purposes of determining the portion of the Purchase Price represented by such consideration... -
Page 123
... without any further action on the part of DuPont." SECTION 1.16 Net Working Capital. The definition of "Net Working Capital of the DPC Business" set forth on Annex A of the Agreement is hereby amended by adding the following sentence to the end of such definition: "Notwithstanding anything herein... -
Page 124
... 30, 2012 and not the date of this Amendment. SECTION 2.3 Reservation of Rights . The Parties expressly agree that notwithstanding any claim, discussion or other correspondence between the parties or their Representatives prior to the Closing Date relating to whether any Intellectual Property that... -
Page 125
... hereto have executed this Amendment as of the date first above written. E. I. DU PONT DE NEMOURS AND COMPANY By: /s/ George J. Duko Name: George J. Duko Title: Manager, Mergers & Acquisitions FLASH BERMUDA CO. LTD. By: /s/ Martin W. Sumner Name: Martin W. Sumner Title: Director [Signature Page... -
Page 126
ANNEX A -
Page 127
...Dollars in millions) Years Ended December 31, 2012 2011 2010 2009 2008 Income from continuing operations before income taxes Adjustment for companies accounted for by the equity method Less: Capitalized interest Add: Amortization of capitalized... charges Number of times fixed charges earned 5.4 -
Page 128
.... DuPont Acquisition, LLC DuPont Agricultural Caribe Industries, Ltd. DuPont Apollo (Shenzhen) Limited DuPont Argentina S.R.L. DuPont Asturias, S.L. DuPont Capital Management Corporation DuPont Chemical and Energy Operations, Inc. DuPont China Holding Company Ltd. DuPont China Limited DuPont Company... -
Page 129
... DuPont Canada Company E.I. DuPont India Private Limited EKC Technology, Inc. First Chemical Corporation Holding DuPont S.A. de C.V. Howson Algraphy BV Initiatives de Mexico, S.A. de C.V. Innovalight Inc. MECS Inc. Pioneer Hi-Bred International, Inc. Solae L.L.C. The Netherlands Luxembourg Delaware... -
Page 130
... PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on norm...Company of our report dated nebruary 6, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting... -
Page 131
...; and over financial reporting. b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control Date: February 6, 2013 By: /s/ ELLEN J. KULLMAN Ellen J. Kullman Chief Executive Officer and Chair of the Board -
Page 132
... the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to... -
Page 133
... Act of 2002 In connection with the Annual Report of E. I. du Pont de Nemours and Company (the "Company") on Form 10-K for the period ending December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Ellen J. Kullman, as Chief Executive Officer of the... -
Page 134
... of 2002 In connection with the Annual Report of E. I. du Pont de Nemours and Company (the "Company") on Form 10-K for the period ending December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Nicholas C. Fanandakis, as Chief Financial Officer of the... -
Page 135
... and operates a surface mine near Starke, Florida. The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (Mine Act) for the year ended December 31, 2012. Received... -
Page 136