WILMINGTON, Del., April 27, 2015 /PRNewswire/ -- DuPont (NYSE: DD)
today issued the following statement in response to an April 27, 2015 report issued by Institutional
Shareholder Services (ISS) relating to the election of directors to
DuPont's Board of Directors at the Company's May 13, 2015 Annual Meeting of Shareholders.
We strongly believe ISS reached the wrong conclusion in failing
to recommend that shareholders vote on the WHITE proxy card
FOR all 12 of DuPont's highly-qualified and experienced
director nominees by ignoring the success of our transformative
strategy and the value-destructive nature of Trian's break up
agenda, as well as dismissing the fact that the addition of Trian's
nominees would remove critical experience from DuPont's Board. This
demonstrates a fundamental lack of understanding of our business
and the needs of a global science company.
We are confident that shareholders will do their own analysis
and believe they recognize that DuPont has the right strategy and
right Board to continue overseeing the successful transformation of
DuPont. DuPont's shareholder returns during the last
1-year, 3-year and 5-year periods were 17%, 78% and 160%, all in
excess of our proxy peers and the S&P 500. And during
current management's tenure, DuPont has delivered total shareholder
returns of 266% compared to 159% from the S&P 500 and
133% from our proxy peers.i We also have delivered
a 740 basis point expansion in segment-adjusted operating
margins,ii while returning approximately $14 billion of capital to our shareholders since
2009. The actions the Board has taken to transform DuPont are
producing results, clearly visible in the 19% adjusted operating
EPS compounded annual growth rate of our ongoing, post-spin
business - which translates into 188% growth in adjusted operating
EPS.iii
Importantly, DuPont's Board has the right mix of experience and
skills required to lead a global science and technology company of
DuPont's scale. Each director is extremely qualified and brings
unique experiences that are highly beneficial to DuPont.
Unseating directors who bring important skills such as
corporate governance experience, science and technology acumen,
regulatory and government relations knowledge, emerging market
growth experience, global manufacturing and supply chain knowledge
and environmental management experience, would deprive DuPont's
Board of critical skills that are central to DuPont's purpose and
value proposition. Furthermore, Trian has a well-known
practice of establishing a 'shadow management' team, which would be
committed to advancing this agenda, derailing DuPont's progress on
our strategic transformation plan.
We urge shareholders to protect the value of your investment and
to prevent Trian from pursuing its value-destructive agenda.
Please vote FOR all 12 of DuPont's highly qualified directors on
the WHITE proxy card today: Lamberto
Andreotti, Edward D. Breen,
Robert A. Brown, Alexander M. Cutler, Eleuthere 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.
Each and Every
Vote is Important!
Shareholders with
questions about how to vote their shares may contact:
INNISFREE M&A INCORPORATED
Shareholders Call Toll-Free: (877) 750-9501
Banks and Brokers Call Collect: (212) 750-5833
REMEMBER:
We urge shareholders to simply discard any "gold" proxy card they
may receive from Trian. Submitting a vote on the gold proxy card –
even if shareholders "withhold" on Trian's nominees – will revoke
any vote previously submitted on DuPont's WHITE proxy
card. The best way to support the DuPont Board is to vote
using ONLY the WHITE proxy card.
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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.
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)
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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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2008
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EPS from continuing
operations (GAAP)
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3.90
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2.28
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Add: Significant
Items
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0.01
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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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(0.28)
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Operating EPS
(Non-GAAP)
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4.01
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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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0.59
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Less: Pharma
(c)
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0.02
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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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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% and 20.4% for 2014 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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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.
4/27/15
i 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.
ii Segment adjusted operating margins are calculated
using segment pre-tax operating income (GAAP) plus significant
items; calculations included certain corporate expenses and
excluded adjusted operating earnings of Performance Chemicals and
Pharma/Other. Reconciliations of non-GAAP measures to GAAP are
included at the end of this document.
iii Adjusted operating EPS compound annual growth
rate and percent growth 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 at the end of this document.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/dupont-comments-on-iss-report-300072576.html
SOURCE DuPont