Obligation Dupont de Nemours 4.875% ( US263534BN84 ) en USD

Dupont de Nemours

100 % ⇌

Etas-Unis

US263534BN84 ( en USD )

4.875% par an ( paiement semestriel )

30/04/2014 - Obligation échue

Prospectus brochure de l'obligation DuPont US263534BN84 en USD 4.875%, échue

1 000 USD

500 000 000 USD

263534BN8

DuPont de Nemours, Inc. est une société américaine de science et de technologie spécialisée dans les matériaux scientifiques, les produits chimiques de spécialité et les produits agricoles.

L'obligation de type Corporate, identifiée par le code ISIN US263534BN84 et CUSIP 263534BN8, émise aux États-Unis par DuPont, conglomérat industriel majeur historiquement spécialisé dans la chimie et les matériaux innovants, a atteint sa maturité le 30 avril 2014 et a été intégralement remboursée, cette émission libellée en USD présentant un taux d'intérêt de 4.875% avec une fréquence de paiement semestrielle (2 fois par an), pour une taille totale de 500 millions de dollars et un montant minimal à l'achat de 1 000 dollars, le prix actuel sur le marché étant de 100% au moment de son échéance, et n'ayant pas fait l'objet de notation par les agences Standard & Poor's et Moody's (NR).

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<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>w95877e424b5.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>
<PAGE>
FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 333-86363
REGISTRATION NO. 33-53327
PROSPECTUS SUPPLEMENT
--------------------------------
(TO PROSPECTUS DATED SEPTEMBER 24, 1999 AND PROSPECTUS DATED MAY 25, 1994)
$1,400,000,000
[DUPONT LOGO]
E. I. DU PONT DE NEMOURS AND COMPANY
$900,000,000 4 1/8% NOTES DUE APRIL 30, 2010
$500,000,000 4 7/8% NOTES DUE APRIL 30, 2014
------------------------
We will pay interest on the notes (collectively, the "Notes") on April 30
and October 30 of each year, beginning October 30, 2004. We may redeem the Notes
prior to maturity, in whole or in part, as described in this prospectus
supplement.
------------------------
<Table>
<Caption>
PUBLIC
UNDERWRITING PROCEEDS BEFORE
OFFERING PRICE(1)
DISCOUNT EXPENSES
-----------------
------------ ---------------
<S> <C>
<C> <C>
Per 4 1/8% Note..........................................
99.391% .375% 99.016%
Total.................................................. $894,519,000 $
3,375,000 $ 891,144,000
Per 4 7/8% Note..........................................
99.126% .450% 98.676%
Total.................................................. $495,630,000 $
2,250,000 $ 493,380,000
</Table>
(1) Plus accrued interest, if any, from April 30, 2004.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or either accompanying prospectus is truthful or complete.
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Any representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form only through The
Depository Trust Company, Clearstream, Luxembourg or the Euroclear System, as
the case may be, on or about April 30, 2004.
------------------------
JOINT BOOKRUNNERS
CREDIT SUISSE FIRST BOSTON MERRILL LYNCH & CO.
------------------------
CO-MANAGERS
<Table>
<S> <C> <C>
CITIGROUP DEUTSCHE BANK
SECURITIES
GOLDMAN, SACHS & CO.
JPMORGAN
LEHMAN BROTHERS MORGAN
STANLEY
UBS WARBURG
</Table>
------------------------
The date of this prospectus supplement is April 27, 2004.
<PAGE>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
About DuPont................................................ S-4
Recent Developments......................................... S-4
Ratios of Earnings to Fixed Charges......................... S-6
Use of Proceeds............................................. S-6
Description of Notes........................................ S-7
United States Federal Taxation.............................. S-13
Underwriting................................................ S-17
Notice to Canadian Residents................................ S-19
Legal Opinions.............................................. S-20
PROSPECTUS DATED SEPTEMBER 24, 1999
About this Prospectus....................................... 1
Where You Can Find More Information......................... 1
Forward Looking Information................................. 2
About DuPont................................................ 3
Use of Proceeds............................................. 3
Ratio Of Earnings To Fixed Charges.......................... 4
Description of Debt Securities.............................. 4
Plan of Distribution........................................ 12
Legal Opinion............................................... 13
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Experts..................................................... 13
PROSPECTUS DATED MAY 25, 1994
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
The Company................................................. 3
Ratio of Earnings to Fixed Charges.......................... 3
Use of Proceeds............................................. 3
Plan of Distribution........................................ 3
Description of Debt Securities.............................. 4
Limitations on Issuance of Bearer Securities................ 12
Experts..................................................... 13
</Table>
You should rely only on the information contained in this prospectus
supplement and the accompanying prospectuses. We have not authorized anyone to
provide you with information different from that contained in this prospectus
supplement and the accompanying prospectuses. We are offering to sell Notes and
making offers to buy Notes only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus supplement and the
accompanying prospectuses is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus supplement and the
accompanying prospectuses or any sale of the notes. In this prospectus
supplement and the accompanying prospectuses, the "Company," "we," "us" and
"our" refer to DuPont.
If we use a capitalized term in this prospectus supplement and do not
define the term in this document, it is defined in the prospectuses.
------------------------
The Notes are offered globally for sale in those jurisdictions in the
United States, Canada, Europe, Asia and elsewhere where it is lawful to make
such offers. See "Underwriting."
The distribution of this prospectus supplement and prospectuses and the
offering of the Notes in certain jurisdictions may be restricted by law. Persons
into whose possession this prospectus supplement and the prospectuses come
should inform themselves about and observe any such restrictions. This
S-2
<PAGE>
prospectus supplement and the prospectuses do not constitute, and may not be
used in connection with, an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation. See "Underwriting."
References herein to "$" and "dollars" are to the currency of the United
States.
S-3
<PAGE>
ABOUT DUPONT
We were founded in 1802 and incorporated in Delaware in 1915. We have been
in continuous operation for over 200 years. Our principal offices are at 1007
Market Street in Wilmington, Delaware.
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We are a world leader in science and technology in a range of disciplines
including biotechnology, electronics, materials science, safety and security and
synthetic fibers. We operate globally through five business platforms plus our
retained interest in Cozaar(R)/Hyzaar(R) drugs. We manufacture a wide range of
products for distribution and sale to many different markets, including the
transportation, safety and protection, construction, motor vehicle,
agricultural, home furnishings, medical, packaging, electronics and the
nutrition and health markets.
Our operating and financial reporting segments are Agriculture & Nutrition,
Coatings & Color Technologies, Electronic & Communication Technologies,
Performance Materials, Pharmaceuticals, Safety & Protection and Textiles &
Interiors.
RECENT DEVELOPMENTS
E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
---------------
CONSOLIDATED INCOME STATEMENT 2004 2003
(DOLLARS IN MILLIONS, EXCEPT PER SHARE) ------ ------
<S> <C> <C>
NET SALES................................................... $8,073 $7,008
Other Income(a)............................................. 132 178
------ ------
Total..................................................... 8,205 7,186
------ ------
Cost of Goods Sold and Other Operating Charges(b)........... 5,757 5,168
Selling, General and Administrative Expenses................ 820 746
Amortization of Intangible Assets........................... 54 56
Research and Development Expense............................ 337 315
Interest Expense............................................ 85 81
Separation Charges -- Textiles & Interiors(c)............... 345 --
------ ------
Total..................................................... 7,398 6,366
INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS........... 807 820
Provision for Income Taxes(d)............................... 126 231
Minority Interests in Earnings of Consolidated
Subsidiaries.............................................. 13 25
------ ------
INCOME BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE................................................. 668 564
Cumulative Effect of a Change in Accounting Principle, Net
of Income Taxes(e)........................................ -- (29)
------ ------
NET INCOME.................................................. $ 668 $ 535
====== ======
BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK(f)
Income before Cumulative Effect of a Change in Accounting
Principle.............................................. $ .67 $ .56
Cumulative Effect of a Change in Accounting Principle..... -- (.03)
------ ------
Net Income................................................ $ .67 $ .53
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====== ======
</Table>
S-4
<PAGE>
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
---------------
CONSOLIDATED INCOME STATEMENT 2004 2003
(DOLLARS IN MILLIONS, EXCEPT PER SHARE) ------ ------
<S> <C> <C>
DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK(f)
Income before Cumulative Effect of a Change in Accounting
Principle.............................................. $ .66 $ .56
Cumulative Effect of a Change in Accounting Principle..... -- (.03)
------ ------
Net Income................................................ $ .66 $ .53
====== ======
DIVIDENDS PER SHARE OF COMMON STOCK......................... $ .35 $ .35
====== ======
</Table>
---------------
(a) First quarter 2004 includes a charge of $150 to provide for the company's
share of anticipated losses associated with DuPont Dow Elastomers LLC
antitrust litigation matters.
(b) First quarter 2004 includes a charge of $36 to provide for the anticipated
settlement of litigation in Refinish. First quarter 2003 includes a charge
of $78 to provide for settlement of the 1995 Benlate(R) shareholder
litigation case.
(c) First quarter 2004 reflects an additional INVISTA-related charge of $345
which includes an agreed upon reduction of sales price by $240, and other
changes in estimates associated with the sale.
(d) First quarter 2004 includes tax benefits of $210 related to the anticipated
separation of INVISTA.
(e) The company's adoption of SFAS No. 143, "Accounting for Asset Retirement
Obligations," resulted in a cumulative effect adjustment to income of $29
effective January 1, 2003.
(f) Earnings per share are calculated on the basis of the following
weighted-average number of common shares outstanding:
<Table>
<Caption>
THREE MONTHS ENDED MARCH 31,
--------------------------------
BASIC DILUTED
----------- -------------
<S> <C> <C>
2004......................................... 999,242,763 1,003,401,021
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2003......................................... 995,752,067 998,192,276
</Table>
E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
---------------
CONSOLIDATED SEGMENT INFORMATION 2004 2003
(DOLLARS IN MILLIONS) ------ ------
<S> <C> <C>
SEGMENT SALES(a)
Agriculture & Nutrition..................................... $2,202 $1,790
Coatings & Color Technologies............................... 1,417 1,269
Electronic & Communication Technologies..................... 816 677
Performance Materials....................................... 1,519 1,336
Safety & Protection......................................... 1,088 985
Textiles & Interiors........................................ 1,883 1,717
Other....................................................... 12 3
------ ------
Total Segment Sales....................................... 8,937 7,777
Elimination of Transfers.................................... (251) (219)
Elimination of Equity Affiliate Sales....................... (613) (550)
------ ------
CONSOLIDATED NET SALES.................................... $8,073 $7,008
====== ======
</Table>
S-5
<PAGE>
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
---------------
CONSOLIDATED SEGMENT INFORMATION 2004 2003
(DOLLARS IN MILLIONS) ------ ------
<S> <C> <C>
PRE-TAX OPERATING INCOME (LOSS) (PTOI)
Agriculture & Nutrition..................................... $ 630 $ 518
Coatings & Color Technologies(b)............................ 153 141
Electronic & Communication Technologies..................... 92 32
Performance Materials(c).................................... 5 133
Pharmaceuticals............................................. 148 153
Safety & Protection......................................... 232 206
Textiles & Interiors(d)..................................... (195) 5
Other(e).................................................... (32) (106)
------ ------
Total Segment PTOI........................................ 1,033 1,082
Exchange Gains and Losses................................... (13) (50)
Corporate Expenses & Interest............................... (213) (212)
------ ------
Income Before Income Taxes and Minority Interests......... $ 807 $ 820
====== ======
</Table>
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---------------
(a) Includes transfers and pro rata share of equity affiliate sales.
(b) First quarter 2004 includes a charge of $36 to provide for the anticipated
settlement of litigation in Refinish.
(c) First quarter 2004 includes a charge of $150 to provide for the company's
share of anticipated losses associated with the DuPont Dow Elastomers LLC
antitrust litigation matters.
(d) First quarter 2004 reflects an additional INVISTA-related charge of $345
which includes an agreed upon reduction of sales price by $240, and other
changes in estimates associated with the sale.
(e) First quarter 2003 includes a charge of $78 to provide for settlement of
the 1995 Benlate(R) shareholder litigation case.
RATIOS OF EARNINGS TO FIXED CHARGES
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.......................... 2.3 5.5 10.5 4.5 2.9
</Table>
USE OF PROCEEDS
We will use the net proceeds from the sale of the Notes, which are expected
to be $1,384,299,000 after payment of expenses related to the offering, for
general corporate purposes. These purposes may include repayment and refinancing
of debt, acquisitions, working capital, capital expenditures and repurchases and
redemptions of securities. Pending any specific application, we may initially
invest funds in short-term marketable securities or apply them to the reduction
of short-term indebtedness.
S-6
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the 4 1/8% Notes due
April 30, 2010 (the "4 1/8% Notes") and the 4 7/8% Notes due April 30, 2014 (the
"4 7/8% Notes") offered hereby (referred to in the prospectus as the "Debt
Securities") supplements the description of the general terms and provisions of
the Debt Securities included in the prospectuses. The 4 1/8% Notes and the
4 7/8% Notes are collectively referred to in this prospectus supplement as the
"Notes". Each series constitutes a separate series of notes for purposes of the
Indenture. The following summary of the Notes is qualified in its entirety by
reference in the prospectuses to the description of the indenture dated as of
June 1, 1992, between the Company and Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, as trustee.
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GENERAL
The 4 1/8% Notes will mature at par on April 30, 2010. The 4 7/8% Notes
will mature at par on April 30, 2014. The Notes will constitute part of the
senior debt of the Company and will rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company. The Notes will be issued in fully
registered form only, in denominations of $1,000 and multiples thereof.
Principal of and interest on the Notes will be payable, and the transfer of
Notes will be registerable, through the Depositary as described below.
Each 4 1/8% Note will bear interest from April 30, 2004 at the annual rate
of 4 1/8%. Each 4 7/8% Note will bear interest from April 30, 2004, at the
annual rate of 4 7/8%. Interest on the Notes will be payable semiannually on
April 30 and October 30, commencing October 30, 2004, to the person in whose
name such Note is registered at the close of business on the preceding April 15
or October 15.
Interest payable at the maturity of the Notes will be payable to the
registered holder of the Note to whom principal is payable. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment date falls on a day that is not a Business Day, the
interest payment will be postponed to the next day that is a Business Day, and
no interest on such payment will accrue for the period from and after such
interest payment date. If the maturity date of the Notes falls on a day that is
not a Business Day, the payment of interest and principal may be made on the
next succeeding Business Day, and no interest on such payment will accrue for
the period from and after the maturity date.
Interest payments for the Notes will include accrued interest from and
including the date of issue or from and including the last date in respect of
which interest has been paid, as the case may be, to, but excluding, the
interest payment date or the date of maturity, as the case may be.
The 4 1/8% Notes and the 4 7/8% Notes will each constitute a separate
series of Debt Securities under the Indenture.
The Company may, without the consent of the holders of either series of
Notes, issue additional notes having the same ranking and the same interest
rate, maturity and other terms as the applicable series of Notes. Any additional
notes having such similar terms, together with such applicable Notes, will
constitute a single series of notes under the indenture. No additional notes may
be issued if an Event of Default has occurred with respect to the applicable
series of Notes.
As used in this prospectus supplement, "Business Day" means any day, other
than a Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close in
The City of New York.
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be issued in the form of one or more fully registered Global
Notes (the "Global Notes") registered in the name of The Depository Trust
Company, New York, New York (the "Depositary" or "DTC") or Cede & Co., the
Depositary's nominee. Beneficial interests in the Global
S-7
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<PAGE>
Notes will be represented through book-entry accounts of financial institutions
acting on behalf of beneficial owners as direct and indirect participants in the
Depositary.
Investors may elect to hold interests in the Global Notes through the
Depositary, Clearstream Banking Luxembourg S.A. ("Clearstream") or Euroclear
Bank S.A./N.A., as operator of the Euroclear System ("Euroclear") if they are
participants of such systems, or indirectly through organizations which are
participants in such systems. Clearstream and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Clearstream and Euroclear's names on the books of their respective depositaries,
which in turn will hold such interests in customers' securities accounts in the
depositaries' names on the books of the Depositary. Citibank, N.A. will act as
depositary for Clearstream and JPMorgan Chase Bank successor to The Chase
Manhattan Bank, will act as depositary for Euroclear (in such capacities, the
"U.S. Depositaries"). Beneficial interest in the Global Notes will be held in
denominations of $1,000 and integral multiples thereof. Except as described
below, the Global Notes may be transferred, in whole and not in part, only to
another nominee of the Depositary or to a successor of the Depositary or its
nominee.
The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. The Depositary
holds securities deposited with it by its participants and facilitates the
settlement of transactions among its participants in such securities through
electronic computerized book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities certificates.
The Depositary's participants include securities brokers and dealers (including
the Underwriters), banks, trust companies, clearing corporations and certain
other organizations, some of whom (and/or their representatives) own the
Depositary. Access to the Depositary book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly.
Clearstream advises that it is incorporated under the laws of Luxembourg as
a bank. Clearstream holds securities for its customers ("Clearstream Customers")
and facilitates the clearance and settlement of securities transactions between
Clearstream Customers through electronic book-entry transfers between their
accounts. Clearstream provides to Clearstream Customers, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic securities markets in over 30 countries
through established depository and custodial relationships. As a bank,
Clearstream is subject to regulation by the Luxembourg Commission for the
Supervision of the Financial Sector (Commission de Surveillance du Secteur
Financier). Clearstream Customers are recognized financial institutions around
the world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Clearstream's
U.S. customers are limited to securities brokers and dealers and banks. Indirect
access to Clearstream is also available to other institutions such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
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relationship with a Clearstream Customer.
Distributions with respect to the Notes held through Clearstream will be
credited to cash accounts of Clearstream Customers in accordance with its rules
and procedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear advises that it was created in 1968 to hold securities for its
participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Euroclear provides various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries.
Euroclear is operated by Euroclear Bank S.A./N.A. (the "Euroclear Operator"),
under contract with Euroclear Clearance Systems, S.C., a Belgian cooperative
corporation (the "Cooperative").
S-8
<PAGE>
All operations are conducted by the Euroclear Operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not the Cooperative. The Cooperative establishes policy for
Euroclear on behalf of Euroclear Participants. Euroclear Participants include
banks (including central banks), securities brokers and dealers and other
professional financial intermediaries and may include the Underwriters. Indirect
access to Euroclear is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear Participant, either directly
or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants and has no record of or relationship with persons holding
through Euroclear Participants.
Distributions with respect to the Notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants in accordance
with the Terms and Conditions, to the extent received by the U.S. Depositary for
Euroclear.
Euroclear further advises that investors that acquire, hold and transfer
interests in the Notes by book-entry through accounts with the Euroclear
Operator or any other securities intermediary are subject to the laws and
contractual provisions governing their relationship with their intermediary, as
well as the laws and contractual provisions governing the relationship between
such an intermediary and each other intermediary, if any, standing between
themselves and the Global Notes.
The Euroclear Operator advises as follows: Under Belgian law, investors
that are credited with securities on the records of the Euroclear Operator have
a co-property right in the fungible pool of interests in securities on deposit
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