WILMINGTON, Del., March 23, 2015 /PRNewswire/ -- DuPont (NYSE:
DD) today announced that it has filed definitive proxy materials
with the Securities and Exchange Commission in connection with
DuPont's Annual Meeting of Shareholders, which is scheduled to be
held on May 13, 2015. DuPont
shareholders of record as of the close of business on March 17, 2015 will be entitled to vote at the
Annual Meeting.
The DuPont Board of Directors strongly recommends that
shareholders vote on the WHITE proxy card "FOR" all 12 of DuPont's
qualified and experienced directors: Lamberto Andreotti, Edward D. Breen, Robert
A. Brown, Alexander M.
Cutler, Eleuthère I. du Pont, James
L. Gallogly, Marillyn A. Hewson, Lois D. Juliber, Ellen
J. Kullman, Ulf M. Schneider,
Lee M. Thomas and Patrick J. Ward.
In conjunction with the definitive proxy filing, DuPont is
mailing a letter to shareholders detailing the significant progress
and accomplishments achieved under the leadership of the DuPont
Board and management team. The letter also addresses Trian
Fund Management's high risk agenda for DuPont to break itself up
and add excessive debt to the Company, which the DuPont Board has
carefully reviewed and determined would destroy value.
DuPont's definitive proxy materials, letter to shareholders and
other materials regarding the Board's recommendation for the 2015
Annual Meeting can be found at www.dupontdelivers.com.
The full text of the letter follows:
VOTE THE ENCLOSED WHITE PROXY CARD
TODAY
FOR DUPONT'S HIGHLY QUALIFIED DIRECTORS
March 23, 2015
Dear Fellow Shareholder,
DuPont's Board of Directors and management team have taken bold,
decisive action over the past six years to transform the Company
and deliver higher growth and higher value for our
shareholders. The upcoming separation of Chemours represents
our latest and most significant step on this path. As we move
forward, the next generation DuPont is emerging as a force for
progress – connecting advanced science and engineering capabilities
with the marketplace to solve some of the world's greatest
challenges, and delivering outstanding results for our shareholders
and customers alike.
Your Board and management team have been – and will continue to
be – our own agents of change to realize this potential by
repositioning the Company's portfolio, leveraging our powerful
innovation platform across our businesses, reducing costs and
returning significant capital to shareholders. The results of
our execution speak for themselves. Take a look at what our
current management team has accomplished:
DuPont Shareholder
and Capital Return1
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DuPont Operating
Performance2
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266%
Total Shareholder
Return
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$14B
Total Capital
Returned to Shareholders
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~
$4B
Expects To Return
One-time Chemours Dividend Proceeds to Shareholders
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6%
Segment Sales
Growth
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740
basis
points
Segment Adjusted
Operating Margin Improvement
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19%
Adjusted Operating
Earnings Per Share
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Against this backdrop of significant and steady progress, you
will face an important decision regarding the future of your
investment at our upcoming Annual Meeting of Shareholders,
scheduled for May 13, 2015. You
will be asked to elect the directors whom you believe are most
qualified to oversee DuPont. Your Board is a powerful
advocate for investors with a proven track record of delivering
superior value. Therefore, we strongly recommend that you
elect these world-class leaders by voting the enclosed
WHITE proxy card today "FOR" all 12 of DuPont's qualified
and experienced director nominees: Lamberto
Andreotti, Edward D. Breen,
Robert A. Brown, Alexander M. Cutler, Eleuthère I. du Pont,
James L. Gallogly, Marillyn A. Hewson, Lois
D. Juliber, Ellen J. Kullman,
Ulf M. Schneider, Lee M. Thomas and Patrick J. Ward.
To elect the DuPont Board's nominees, we encourage
you to vote today – no matter how many or
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how few shares you own – by telephone, online, or
by signing and dating the enclosed WHITE
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proxy card and returning it in the postage-paid
envelope provided.
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As you may know, one of our shareholders, Trian Fund
Management, has nominated four of its own director candidates for
election to your Board to advance Trian's high risk agenda to break
up and add excessive debt to the Company. Together with
independent financial advisors, your Board and management team have
carefully evaluated Trian's various proposals, and unanimously
concluded that they put shareholder value at risk and therefore are
not in the best interests of all DuPont shareholders. Please
do not return or otherwise vote any Gold proxy card sent to you by
Trian.
We believe your investment in DuPont will be better served by
allowing your current Board to continue to deliver higher growth
and higher value by executing on our ongoing successful
transformation strategy. As you consider this important
election, it is critical to remember that:
- Your Board and management team have a proven track record of
success;
- The ongoing execution of our strategy will continue to drive
value, both today and over the long term;
- The Board's nominees fulfill the essential requirements for
effective governance of a global science and technology company,
and they are agents of change in their own right; and
- Trian has a singular agenda that is value-destructive, and your
Board believes that adding their nominees will put your investment
in DuPont at risk.
BUILDING A HIGHER GROWTH, HIGHER VALUE
DUPONT
In 2009, your Board and management team developed and began
executing a bold plan that leverages DuPont's strong foundation in
science to position the Company for higher growth and higher
value.
Over the last six years, we have been:
- TRANSFORMING OUR PORTFOLIO to focus our
resources on the highest potential commercial opportunities where
our science and engineering capabilities can deliver the greatest
value. We have defined three areas of strategic priority that
guide our investment and portfolio decisions: extending our
leadership position in Agriculture & Nutrition; strengthening
and growing our leading position in Advanced Materials; and
building transformational new businesses in Bio-based Industrials.
Consistent with this strategy, we have acquired higher growth,
higher value businesses like Danisco and Pannar Seed, and divested
more commoditized and cyclical businesses such as Performance
Coatings and Chemours.
- BUILDING ON OUR GLOBAL PENETRATION and
leading market positions. DuPont's leadership across markets
has enabled the Company to build large, global customer
relationships that increasingly draw on the full range of DuPont's
capabilities and generate significant opportunities for growth, as
we translate advanced science into local solutions and build
diverse businesses in key markets around the world.
- LEVERAGING OUR INNOVATION PLATFORM to
create value for customers and shareholders. All of our businesses call upon our world-class science
and technology capabilities and a deep understanding of commercial
value chains and markets to deliver value-added solutions for
customers worldwide. Further underscoring the power of our
innovation platform, new products introduced in the past four years
have delivered approximately $9
billion, or 32% of sales in 2014.3 These include
leading products such as Optimum® AQUAmax® corn hybrids, Cyazypyr®
insect control products, HOWARU® probiotics, Preferenz® cold water
enzymes, and new versions of blockbusters like Kevlar® XP™ S104 for
ballistic protection in wet conditions and Solamet photovoltaic
pastes – all of which drive growth by solving customers' problems.
In 2014 alone, DuPont launched nearly 1,600 new products and filed
more than 1,650 U.S. patents company-wide. Through the quality of our innovation, we have driven robust margin
improvement and have increased segment-adjusted operating margins
by 740 basis points.4
- IMPROVING EFFICIENCY AND REDUCING
COSTS. We have significantly improved
efficiency and reduced costs, and the separation of Chemours will
allow us to take this process further. We expect annual run-rate
savings of $1 billion by the end of
2015, and $1.3 billion by the end of
2017. We will continue to look for additional
cost savings opportunities.
- RETURNING SIGNIFICANT CAPITAL to
shareholders. Returning capital to shareholders has always been
a priority at DuPont – we have delivered 442 consecutive quarterly
dividends, maintaining our dividend through the global financial
crisis and further growing the dividend over the last year. Nowhere
is this more evident than our plan to return to shareholders
substantially all of the one-time dividend proceeds from Chemours –
currently estimated at approximately $4
billion.5
Our strategy has enabled DuPont to deliver superior returns for
shareholders. During the last 1-year, 3-year and
5-year periods, DuPont has achieved total shareholder returns of
17%, 78% and 160%, respectively, all in excess of our proxy peers
and the S&P 500. And during current management's
tenure, we have delivered total shareholder returns of 266%
compared to 159% from the S&P 500 and 133% from our proxy
peers.6
Importantly, our plan is delivering value now and positioning
DuPont for the long term. The underlying growth of our
post-spin core businesses demonstrates the strength of the next
generation DuPont positioned to emerge once the separation of
Chemours is completed. Since December 31, 2008, our post-spin core business
has delivered 6% segment sales growth8 and 19% adjusted
operating EPS growth annually.9 With this
performance, we are highly confident in our ability to continue
delivering superior value for our shareholders.
DUPONT HAS A WORLD-CLASS BOARD WITH UNRIVALED
EXPERIENCE
To effectively oversee DuPont, ensure management accountability
and represent shareholders, your Board requires a specific mix of
skills aligned with our purpose and strategy. Your Board has
been carefully selected to ensure their collective expertise
incorporates the diverse set of experiences and skills required to
oversee a global science and technology company of our scale.
These include effective development of research and engineering
capabilities, dynamic portfolio strategy skills, global
manufacturing and supply chain knowledge, and emerging market
growth strategy experience, to name a few. Ten of your
independent Board members are current or former CEOs, CFOs or COOs
of major public companies, including Bristol-Myers Squibb,
Colgate-Palmolive, Cummins, Eaton, Fresenius,
Georgia-Pacific, Lockheed Martin, LyondellBasell, Rayonier
and Tyco International, with two recently named "Best Performing
CEOs in the World" by Harvard Business Review.
Your Board also brings relevant scientific and regulatory
perspectives from the public sector, including a former head of the
U.S. Environmental Protection Agency and a scientist named one of
the "100 Most Influential Chemical Engineers of the Modern
Era."11
We have added the fresh perspectives of six new directors since
2011, including two in February 2015
– Edward Breen and James Gallogly – who have significant experience
in business transformations and proven track records of creating
shareholder value. Messrs. Breen and Gallogly are widely
regarded as change agents, which makes them both a great fit for
your Board's culture of self-transformation.
- Edward
Breen led the successful transformation of Tyco. As
chairman and CEO from 2002 until 2012, he oversaw a comprehensive
action plan to streamline Tyco's portfolio and set an industry
standard for good governance. During his tenure,12 Tyco
delivered 703% in total shareholder returns, compared to 215% for
the S&P 500.
- James
Gallogly led the turnaround of LyondellBasell. He was
appointed CEO shortly after the company filed for Chapter 11
protection, and spearheaded a strategy that increased operating
productivity and safety, significantly reduced costs, and greatly
expanded operating margins. This enabled the company to quickly
exit bankruptcy and eventually grow into one of the world's largest
chemical companies. LyondellBasell delivered 593% total return to
shareholders under his leadership,13 relative to the 82%
total return of the S&P 500 over the same period.
Your Board is composed of directors who are exceptionally
qualified, independent, and committed to acting in the best
interests of all DuPont shareholders. They are providing
rigorous oversight of the Company's progress, and we are confident
they comprise the right governance body to continue to drive
superior shareholder value.
TRIAN'S HIGH RISK, VALUE DESTRUCTIVE BREAKUP
AGENDA
While your Board and management team have been executing a plan
to deliver value now and into the future, Trian has – since its
initial investment – been repeatedly demanding that DuPont break
itself up and add excessive debt, or face a proxy fight.
Your Board and management team, with the assistance of
independent advisors and leading third-party consultants,
thoroughly analyzed each of Trian's proposals and concluded that
they are high risk and would destroy shareholder value.
DuPont's businesses enjoy significant competitive advantages
from being part of DuPont through our innovation platform, market
access leveraging large customer relationships, established brand,
solid financial foundation, and global penetration.
Trian's proposal grossly underestimates the
significant upfront separation costs and dis-synergies
associated with a breakup, both on a one-time and an ongoing basis.
Furthermore, the breakup that Trian is proposing would destroy our
innovation platform, diminish global reach, weaken our brand and
reduce our opportunity to drive revenue through
cross-selling.
In contrast to our Board and management's higher growth, higher
value strategy, Mr. Peltz's "strategy" is nothing more than
high-risk financial engineering. While Trian had been
backtracking – at least publicly – from its breakup agenda, Mr.
Peltz continues to reaffirm his own commitment to the breakup of
the Company as stated in a CNBC interview on March 12, 2015. When discussing how best to
reduce costs, Mr. Peltz stated, "The only way – the most efficient
way – is to break up the company."14
In addition to a breakup, Trian's agenda includes adding
excessive debt to DuPont's capital structure, which would
significantly increase risk at the expense of long term
value. Trian's plan would diminish our strategic
flexibility and significantly increase ongoing financial risks
while ignoring the capital necessary to fund the business and
execute our strategy.
Our concern about Trian's plan is exacerbated by its stated
practice of establishing a shadow management team that would be
committed to advancing Trian's breakup agenda. As outlined in
its February 17, 2015 White Paper,
Trian's team of analysts would "interact with several layers of
management," while pushing an agenda that your Board has already
determined is not in the best interests of shareholders. When
seeking external advice, the Board does not hire analyst teams that
have a pre-determined agenda or that are beholden to an individual
shareholder.
Ultimately, if implemented, Trian's agenda will result in a
less competitive company with excessive debt and weaker prospects
for value creation. We are determined not to let short
term financial engineering jeopardize our ability to deliver on our
transformational strategy.
TRIAN'S PLATFORM IS BASED ON
MISREPRESENTATIONS AND DISTORTED ANALYSES;
WE WANT YOU
TO KNOW THE FACTS
With no real strategy aside from its agenda to break up and add
excessive debt to the Company, Trian has resorted to
misrepresenting facts, providing distorted analyses and attempting
to re-write history. It is important that shareholders know
the facts.
- While Trian has attempted to take credit for our own
initiatives, including the spin-off of Chemours, the current
management team began developing and implementing a multi-year
transformation in 2009, four years prior to Trian's investment in
DuPont. Even Trian has praised
DuPont's management as the Company's own agent of change, saying
that "Ellen Kullman has basically
been an activist within DuPont…."15
- DuPont has been outperforming the market and our peers in terms
of total shareholder return since well before Trian's
investment.
- Trian uses select time periods to try to discredit current
management that actually pre-date current management's tenure and
appears to be purposely misleading. In contrast, when Trian
attacked PepsiCo in 2014, Trian expressly stated that only the
period marking the beginning of current management's tenure can be
used to evaluate management performance.16 Now they are
taking the exact opposite position.
- DuPont has significantly reduced costs and improved efficiency.
While Trian claims DuPont has as much as $4
billion in "excess" corporate costs, that figure exceeds
DuPont's total corporate costs17 – which is further
evidence of Trian's faulty analysis.
- DuPont's strength is evident in the underlying growth of our
ongoing businesses – annual adjusted operating EPS has grown 19%
since December 31, 2008, and 16%
since December 31,
2011.18
- While Trian accuses DuPont of using multiple EPS numbers for
2011, these measurements are consistent with GAAP and SEC
accounting and reporting rules and were intended to provide
increased transparency reflecting our business transformation,
including the sale of Performance Coatings.
- While claiming to have experience in the chemicals industry,
Trian primarily invests in the consumer products segment. Trian's
only recent experience in our industry was with a company called
Chemtura, which ended in bankruptcy. One of Trian's founders and
principals was named to the Chemtura Board in 2007, and in his
capacity on the Finance and Pension Committee and the Organization,
Compensation, and Governance Committee, oversaw misguided and
failed strategies, which resulted in complete destruction of ALL
shareholder value.
DUPONT TRIED TO RESOLVE THE PROXY
CONTEST;
TRIAN IS INTENT ON A FIGHT AT ALL COSTS
Consistent with our culture of open shareholder engagement,
DuPont has attempted to work constructively with Trian in order to
avoid shareholders having to bear the cost of a distracting proxy
contest. This engagement has included more than 20
conversations with the Trian team, involving members of DuPont's
senior management team and/or the Company's Lead Independent
Director – in addition to the comprehensive review of Trian's
various proposals. The DuPont Board also interviewed and
evaluated each of Trian's nominees, including Mr. Peltz, in
accordance with our strong governance practices. Our
efforts were met with threats and ultimatums to either execute a
plan our Board unanimously determined would destroy value, appoint
a Trian principal to the Board or face a proxy fight.
While your Board does not believe that adding a Trian principal
to the Board is in the best interests of shareholders, we have
continued to try to work with Trian to reach a constructive
resolution. Trian has enthusiastically supported both
Messrs. Breen and Gallogly, our two newest directors and in fact,
Trian tried, unsuccessfully, to recruit Mr. Gallogly to its own
slate. We proposed adding one of Trian's independent
nominees, John H. Myers, to the
DuPont Board, and believed this would have been an attractive
proposal given that with this addition, three of DuPont's current
directors would have Trian's express approval and support.
However, Trian has made clear that it will not consider any path
forward that does not involve Mr. Peltz himself being added to the
DuPont Board. In fact, their most recent proposal included
adding all four of their nominees – Mr. Peltz and one other Trian
nominee to the DuPont Board, and the two remaining Trian nominees
to the Chemours Board. We believe strongly that adding a
director with a single-minded focus on a value destructive agenda
is not in the best interests of all DuPont
shareholders.
PROTECT THE VALUE OF YOUR INVESTMENT IN
DUPONT: VOTE THE WHITE PROXY CARD TODAY
Your Board is committed to acting in the best interests of all
DuPont shareholders. Your Board is active and engaged and we
are on track to deliver higher growth and higher
value.
Whether or not you plan to attend the Annual Meeting, you have
an opportunity to protect your investment in DuPont by voting the
WHITE proxy card. Your vote is extremely important, no
matter how many or how few shares you own. We urge you to
vote today by telephone, online or by signing and dating the
enclosed WHITE proxy card and returning it in the
postage-paid envelope provided. Please do not return or
otherwise vote any Gold proxy card sent to you by Trian.
Together with our management team, our Board has played an
important role in the success of our transformation strategy.
We strongly believe that we have the right Board and the right
strategy to shape the next generation DuPont and continue to build
value for you, our shareholders.
This is a critical moment in DuPont's history and I hope we can
count on your support. For all of the reasons I have
outlined, we encourage you to vote on the WHITE proxy card
"FOR" all DuPont nominees.
Sincerely,
/s/
Ellen Kullman
Chair of the Board and Chief Executive Officer
Your Vote Is
Important, No Matter How Many Or How Few Shares You
Own
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If you have questions
about how to vote your shares, or need additional
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assistance, please
contact the firm assisting us in the solicitation of
proxies:
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INNISFREE M&A
INCORPORATED
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Shareholders Call
Toll-Free: (877) 750-9501
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Banks and Brokers
Call Collect: (212) 750-5833
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REMEMBER:
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We urge you NOT to
vote using any Gold proxy card sent to you by
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Trian, as doing so
will revoke your vote on the WHITE proxy card.
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For more information, please visit
www.dupontdelivers.com.
Use of Non-GAAP Measures: This letter to shareholders
contains certain non-GAAP measurements that management believes are
meaningful to investors because they provide insight with respect
to operating results of the company and additional metrics for use
in comparison to competitors. These measures should not be viewed
as an alternative to GAAP measures of performance. Furthermore,
these measures may not be consistent with similar measures provided
by other companies. This data should be read in conjunction with
previously published company reports on Forms 10-K, 10-Q, and
8-K. These reports, along with reconciliations on non-GAAP
measures to GAAP are available on the Investor Center of
www.dupont.com under Key Financials & Filings. Reconciliations
of non-GAAP measures to GAAP are provided below.
RECONCILIATION OF
NON-GAAP MEASURES (UNAUDITED)
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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RECONCILIATION OF
ADJUSTED OPERATING EPS
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2014
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2013
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2012
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2011
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2010
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2009
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2008
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GAAP EPS from
continuing operations
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3.90
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3.04
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2.59
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3.38
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2.94
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1.70
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2.28
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Add: Significant
Items
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0.01
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0.45
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0.72
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0.25
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-
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0.11
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0.42
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Add: Non-Operating
Pension & OPEB Costs / (Credits)
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0.10
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0.39
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0.46
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0.39
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0.38
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0.10
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(0.28)
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Operating EPS
(Non-GAAP)
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4.01
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3.88
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3.77
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4.02
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3.32
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1.91
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2.42
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Less: Performance
Chemicals (a),(b)
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0.82
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0.86
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1.50
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1.79
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1.09
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0.52
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0.59
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Less: Pharma
(c)
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0.02
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0.02
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0.04
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0.20
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0.34
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0.74
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0.73
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Adjusted Operating
EPS (excluding Performance Chemicals, Pharma)
(Non-GAAP)
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3.17
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3.00
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2.23
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2.03
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1.89
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0.65
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1.10
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(a) Prior periods
reflect the reclassifications of Viton® fluoroelastomers
from Performance Materials to Performance Chemicals.
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(b) Performance
Chemicals operating earnings assumes a base income tax rate from
continuing operations of 19.2%, 20.8%, 24.2%, 22.0%, 19.2%, 22.1%
and 20.4% for 2014, 2013, 2012, 2011, 2010, 2009 and 2008,
respectively.
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(c) Pharma
operating earnings assumes a 35% tax rate.
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RECONCILIATION OF
NON-GAAP MEASURES (UNAUDITED)
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(dollars in
millions)
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Year
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Year
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SEGMENT
SALES
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2014
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2008
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Total Segment Sales
(a)
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35,011
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26,499
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Less: Performance
Chemicals (b)
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6,497
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6,245
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Less:
Other
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5
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160
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Total Segment
Sales (excluding Performance Chemicals and Other)
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28,509
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20,094
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SEGMENT ADJUSTED
OPERATING EARNINGS
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Segment Pre-tax
Operating Income (PTOI) (GAAP)(c)
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6,356
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3,373
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Less:
Performance Chemicals PTOI (b)
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913
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619
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Less:
Other/Pharma PTOI
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(391)
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839
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Less: Corporate
Expenses (d)
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572
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479
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Add: Significant
Items (e)
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(444)
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466
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Segment Adjusted
Operating Earnings (excluding Performance Chemicals and
Other/Pharma) (f) (Non-GAAP)
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4,818
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1,902
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(a) Segment sales
includes transfers.
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(b) Prior periods
reflect the reclassifications of Viton®
fluoroelastomers from Performance Materials to Performance
Chemicals.
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(c) Segment PTOI
is defined as income (loss) from continuing operations before
income taxes excluding non-operating pension and other
postretirement employee benefit costs, exchange gains (losses),
corporate expenses and interest.
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(d)
Represents total corporate expenses excluding significant items, an
estimate of DuPont Performance Coatings residual costs and an
estimate for an amount that would be allocated to Performance
Chemicals.
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(e) Represents
significant items included in Segment PTOI, excluding those related
to Performance Chemicals and Other/Pharma.
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(f) Segment
adjusted operating margin (non-GAAP) is based on total segment
sales and segment adjusted operating earnings, excluding
Performance Chemicals and Other/Pharma.
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DuPont (NYSE: DD) has been bringing world-class science and
engineering to the global marketplace in the form of innovative
products, materials, and services since 1802. The company
believes that by collaborating with customers, governments, NGOs,
and thought leaders, we can help find solutions to such global
challenges as providing enough healthy food for people everywhere,
decreasing dependence on fossil fuels, and protecting life and the
environment. For additional information about DuPont and its
commitment to inclusive innovation, please visit
www.dupont.com.
Forward Looking Statements
This document contains
forward-looking statements which may be identified by their use of
words like "plans," "expects," "will," "believes," "intends,"
"estimates," "anticipates" or other words of similar meaning.
All statements that address expectations or projections about the
future, including statements about the company's strategy for
growth, product development, regulatory approval, market position,
anticipated benefits of recent acquisitions, timing of anticipated
benefits from restructuring actions, outcome of contingencies, such
as litigation and environmental matters, expenditures and financial
results, are forward looking statements. Forward-looking statements
are not guarantees of future performance and are based on certain
assumptions and expectations of future events which may not be
realized. Forward-looking statements also involve risks and
uncertainties, many of which are beyond the company's control. Some
of the important factors that could cause the company's actual
results to differ materially from those projected in any such
forward-looking statements are: fluctuations in energy and raw
material prices; failure to develop and market new products and
optimally manage product life cycles; ability to respond to market
acceptance, rules, regulations and policies affecting products
based on biotechnology; significant litigation and environmental
matters; failure to appropriately manage process safety and product
stewardship issues; changes in laws and regulations or political
conditions; global economic and capital markets conditions, such as
inflation, interest and currency exchange rates; business or supply
disruptions; security threats, such as acts of sabotage, terrorism
or war, weather events and natural disasters; ability to protect
and enforce the company's intellectual property rights; successful
integration of acquired businesses and separation of
underperforming or non-strategic assets or businesses and
successful completion of the proposed spinoff of the Performance
Chemicals segment including ability to fully realize the expected
benefits of the proposed spinoff. The company undertakes no duty to
update any forward-looking statements as a result of future
developments or new information.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
DuPont
has filed a definitive proxy statement with the U.S. Securities and
Exchange Commission (the "SEC") with respect to the 2015 Annual
Meeting. DUPONT STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND
SUPPLEMENTS), THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
DuPont, its directors, executive officers and other employees
may be deemed to be participants in the solicitation of proxies
from DuPont stockholders in connection with the matters to be
considered at DuPont's 2015 Annual Meeting. Information about
DuPont's directors and executive officers is available in DuPont's
definitive proxy statement, filed with the SEC on March 23, 2015, for its 2015 Annual Meeting. To
the extent holdings of DuPont's securities by such directors or
executive officers have changed since the amounts printed in the
proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the
SEC. Information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in the definitive proxy
statement and, to the extent applicable, will be updated in other
materials to be filed with the SEC in connection with DuPont's 2015
Annual Meeting. Stockholders will be able to obtain any proxy
statement, any amendments or supplements to the proxy statement and
other documents filed by DuPont with the SEC free of charge at the
SEC's website at www.sec.gov. Copies also will be available free of
charge at DuPont's website at www.dupont.com or by contacting
DuPont Investor Relations at (302) 774-4994.
1 (a)
Total Shareholder Return measured from 12/31/08 – 12/31/14.
Calculated as the appreciation or depreciation of share price, plus
any dividends, over a given period, expressed as a percentage of
the share's value at the beginning of the period. Assumes dividends
are re-invested at the closing price applicable on the ex-dividend
date. Source: Datastream.
|
(b)
Represents cumulative share repurchases and dividends paid from
12/31/08 – 12/31/14.
|
(c) DuPont
expects to return all or substantially all of the one-time dividend
proceeds from Chemours, currently estimated at $4 billion, to
DuPont shareholders via share repurchases within 18 months of the
separation, with a portion expected to be returned in
2015.
|
2 (a)
Segment sales include transfers and exclude Performance Coatings,
Performance Chemicals and Other; Compounded Annual Growth Rate
(CAGR) is calculated from 12/31/08 – 12/31/14.
|
(b) Segment
adjusted operating margin is based on total segment sales and
segment adjusted operating earnings, excluding Performance
Chemicals and Other/Pharma. Segment adjusted operating earnings are
calculated using segment pre-tax operating income excluding
significant items; calculations include certain corporate expenses
and exclude adjusted operating earnings of Performance Chemicals
and Pharma/Other. Calculation is from 12/31/08 vs. 12/31/14.
Reconciliations of non-GAAP measures to GAAP are included at the
end of this letter.
|
(c) Adjusted
operating EPS defined as diluted earnings per share from continuing
operations excluding non-operating pension/OPEB costs, significant
items, Performance Chemicals and Pharma. EPS Compounded Annual
Growth Rate (CAGR) is calculated from 12/31/08 – 12/31/14.
Reconciliations of non-GAAP measures to GAAP are included at the
end of this letter.
|
3
Excluding Performance Chemicals.
|
4 Segment
adjusted operating margin is based on total segment sales and
segment adjusted operating earnings, excluding Performance
Chemicals and Pharma/Other. Calculation is from 12/31/08 (9.5%) vs.
12/31/14 (16.9%). Reconciliations of non-GAAP measures to GAAP are
also included at the end of this letter.
|
5 DuPont
expects to return all or substantially all of the one-time dividend
proceeds from Chemours, currently estimated at $4 billion, to
DuPont shareholders via share repurchases within 18 months of the
separation, with a portion expected to be returned in
2015.
|
6 Total
Shareholder Return. Calculated as the appreciation or depreciation
of share price, plus any dividends, over a given period, expressed
as a percentage of the share's value at the beginning of the
period. Assumes dividends are re-invested at the closing price
applicable on the ex-dividend date. Source: Datastream.
|
7 Total
Shareholder Return measured from 12/31/08 – 12/31/14. Calculated as
the appreciation or depreciation of share price, plus any
dividends, over a given period, expressed as a percentage of the
share's value at the beginning of the period. Assumes dividends are
re-invested at the closing price applicable on the ex-dividend
date. Source: Datastream.
|
8 Segment
sales include transfers and exclude Performance Coatings,
Performance Chemicals and Other; Compounded Annual Growth Rate
(CAGR) is calculated from 12/31/08 – 12/31/14.
|
9 Adjusted
operating EPS defined as diluted earnings per share from continuing
operations excluding non-operating pension/OPEB costs, significant
items, Performance Chemicals and Pharma. EPS Compounded Annual
Growth Rate (CAGR) is calculated from 12/31/08 – 12/31/14.
Reconciliations of non-GAAP measures to GAAP are included at the
end of this letter.
10
Adjusted operating EPS defined as diluted earnings per share from
continuing operations excluding non-operating pension/OPEB costs,
significant items, Performance Chemicals and Pharma. EPS Compounded
Annual Growth Rate is calculated from 12/31/08 - 12/31/14.
Reconciliations of non-GAAP measures to GAAP are included at the
end of this letter.
|
11 Awarded
by American Institute of Chemical Engineers.
|
12 July
25, 2002 – February 3, 2015.
|
13 As
calculated from April 28, 2010 (the first trade date for
LyondellBasell after its emergence from bankruptcy) through
September 29, 2014 (the date one day prior to the date that the
company announced Mr. Gallogly's intent to retire).
|
14 CNBC:
Squawk on the Street Interview, March 12, 2015. Permission to use
quote was neither sought nor obtained.
|
15 Ed
Garden, Chief Investing Officer and Founding Partner of Trian,
Speech to the Council of Institutional Investors, May 9, 2014.
Permission to use quote was neither sought nor obtained.
|
16
"Management will inevitably defend performance by questioning our
timeframes...However, we did not choose our timeframe arbitrarily.
We did so because 2006 marks the beginning of current management's
tenure." Trian, PepsiCo White Paper, February 2014.
|
17
Functional overhead, including corporate costs were less than $3
billion in 2014.
|
18
Adjusted operating EPS defined as diluted earnings per share from
continuing operations excluding non-operating pension/OPEB costs,
significant items, Performance Chemicals and Pharma. EPS Compounded
Annual Growth Rate (CAGR) is calculated from 12/31/08 – 12/31/14
(19%) and 12/31/11 – 12/31/14 (16%). Reconciliations of non-GAAP
measures to GAAP are included at the end of this letter.
|
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SOURCE DuPont