8-KOther Events

EIDP, Inc. 8-K Report (Apr 26, 2004)

Filed April 26, 2004For Securities:CTA-PBCTA-PA

Summary

E. I. du Pont de Nemours and Company (DuPont) filed this Form 8-K on April 26, 2004, to correct a clerical error in previously reported pro forma earnings per share related to the sale of its Textiles & Interiors segment, INVISTA. The filing provides updated unaudited pro forma condensed consolidated financial statements reflecting the sale of INVISTA to Koch Industries Inc. for $3.828 billion. The transaction is expected to close on April 30, 2004, with the exception of three equity affiliates whose transfer is pending partner approval but is expected to be completed in 2004, potentially generating an additional $77 million gain. Key financial adjustments include a reduction in the sale price, the assumption of $270 million in debt by Koch, and an estimated $75 million for indemnification obligations by DuPont. The pro forma statements illustrate the financial impact as if the sale occurred at earlier dates, providing a clearer view of the company's adjusted financial position and performance post-divestiture. Investors should note that these are illustrative figures and not necessarily indicative of future results.

Key Highlights

  • 1Correction of clerical error in pro forma EPS calculations from a prior 8-K filing.
  • 2Sale of the Textiles & Interiors (INVISTA) segment to Koch Industries Inc. for a revised price of $3.828 billion.
  • 3Koch Industries will assume approximately $270 million of DuPont's debt related to the INVISTA segment.
  • 4Transaction expected to close on April 30, 2004, with a slight delay for three equity affiliates, anticipated in 2004.
  • 5Potential additional gain of approximately $77 million expected upon transfer of the equity affiliates.
  • 6DuPont will indemnify Koch against certain liabilities, estimated at $75 million, to be recorded upon transaction completion.
  • 7Unaudited pro forma financial statements are presented to reflect the impact of the INVISTA sale as if it occurred on earlier dates.

Frequently Asked Questions

This Form 8-K is filed to correct a clerical error in the calculation of basic and diluted pro forma net income per share that was reported in a previous 8-K filing. The pro forma earnings per share have been adjusted downwards by $0.01.

The definitive agreement to sell substantially all of the assets of the Textiles & Interiors segment (INVISTA) to Koch Industries has been amended, reducing the sale price from $4.068 billion to $3.828 billion. The transaction is expected to be completed on April 30, 2004, with the exception of three equity affiliates, which are expected to transfer later in 2004.

The sale will result in proceeds of $3.828 billion, with Koch assuming $270 million in debt. DuPont will also record an estimated $75 million for indemnification obligations. The pro forma financial statements provided in this filing illustrate the financial impact of this transaction as if it had occurred on earlier dates, showing adjustments to net sales, income, assets, and liabilities.

Yes, upon the transfer of the three equity affiliates, which is expected to be completed in 2004, DuPont anticipates realizing a gain of approximately $77 million. Additionally, DuPont will indemnify Koch against certain liabilities, primarily related to taxes, legal, and environmental matters, with an estimated fair value of $75 million, which will be recorded upon transaction completion.