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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 of 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) RECONCILIATION OF ADJUSTED OPERATING EPS 2014 2008 GAAP
EPS from continuing operations 3.90 2.28 Add: Significant Items 0.01 0.42
Add: Non-Operating Pension & OPEB Costs /(Credits) 0.10 (0.28) Operating
EPS (Non-GAAP) 4.01 2.42 Less: Performance Chemicals(a),(b) 0.82 0.59 Less:
Pharma(c) 0.02 0.73 Adjusted Operating EPS (excluding Performance Chemicals,
Pharma) (Non-GAAP) 3.17 1.10 (a) Prior periods reflect the reclassifications
of Viton® fluoroelastomers from Performance Materials to Performance
Chemicals. (b) Performance Chemicals operating earnings assumes a base income
tax rate from continuing operations of 19.2% and 20.4% for 2014 and 2008,
respectively. (c) Pharma operating earnings assumes a 35% tax rate. 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 companys 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 companys control. Some of the important factors
that could cause the companys 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 companys 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 DuPonts 2015 Annual Meeting. Information about
DuPonts directors and executive officers is available in DuPonts definitive
proxy statement, filed with the SEC on March 23, 2015, for its 2015 Annual
Meeting. To the extent holdings of DuPonts 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 DuPonts 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 SECs website at www.sec.gov. Copies also will
be available free of charge at DuPonts website at www.dupont.com or by
contacting DuPont Investor Relations at (302) 774-4994. 1 Thomson Reuters
Datastream, (12/31/2008 12/31/2014). Total shareholder return is calculated
as the appreciation or depreciation of a particular share, plus any
dividends, over a given period, expressed as a percentage of the shares
value at the beginning of the period. Closing prices are adjusted for
spin-offs, stock splits, rights and special dividends. 2 Represents
cumulative share repurchases and dividends paid. Calculated from 12/31/08
12/31/14. 3 Adjusted operating EPS compound annual growth rate is calculated
from 12/31/08 12/31/14 and is defined as diluted earnings per share from
continuing operations excluding non-operating pension/OPEB costs, significant
items, Performance Chemicals and Pharma. As required under U.S. GAAP, EPS
from continuing operations excludes Performance Coatings for all periods
presented. Reconciliations of non- GAAP measures to GAAP are included above.
4 Analysis based on assumptions and details outlined in Trian White Papers
dated 9/16/2014 and 2/17/2015; indicative estimates are subject to interest
rate assumptions, among other items.
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