WILMINGTON, Del., April 6, 2015 /PRNewswire/ -- DuPont (NYSE: DD)
today announced that it has filed a new investor presentation with
the U.S. Securities and Exchange Commission (SEC) in connection
with the Company's May 13, 2015
Annual Meeting of Shareholders. The presentation is available under
the shareholder materials section of www.dupontdelivers.com and on
the SEC's website at www.sec.gov.
The presentation highlights the growth of DuPont's ongoing,
post-spin business, demonstrating the strength of the next
generation DuPont. The ongoing business has delivered 6%
segment sales growth[1] and a 19% adjusted operating EPS compound
annual growth rate since December 31,
2008.[2] In addition, the Company's segment adjusted operating
margin has improved 740 basis points.[3]
The presentation also outlines DuPont's strong and consistent
track record of superior performance; its strategy to grow leading
positions in three areas of strategic focus; and the qualifications
of its world-class Board of Directors to drive higher growth and
higher value for our shareholders.
In addition, the presentation illustrates in greater depth why
DuPont's Board unanimously opposes Trian's efforts to replace four
highly accomplished directors in order to advance its high-risk,
high-cost breakup agenda, which the Board has unanimously
determined would be value destructive and not in the best interests
of shareholders.
Highlights of the presentation include:
Results Delivered by Management and the Board
- DuPont has delivered superior total shareholder
returns--266% compared to 159% from the S&P 500 and 133%
from our proxy peers.[4]
- DuPont has transformed its portfolio--Acquired higher
growth, higher value businesses like Danisco and Pannar Seed, and
divested more commoditized and cyclical businesses such as
Performance Coatings and the upcoming spinoff of
Chemours.
- DuPont has significantly streamlined operations, improved
productivity and reduced costs and is taking this process even
further. Through the redesign initiative launched in 2014,
the Company expects annual run-rate savings of $1 billion by the end of 2015, and $1.3 billion by the end of 2017.
- Continued to return significant capital to
shareholders--$14 billion in
cumulative dividends and buybacks since December 31, 2008. DuPont expects to return to
shareholders substantially all of the one-time dividend proceeds
from Chemours – currently estimated at approximately $4 billion.[5]
- The actions taken to date have resulted in a next generation
DuPont with a much stronger growth profile. The Company's
ongoing business has delivered 6% segment sales growth,[6] and a
19% adjusted operating EPS compound annual growth rate since
December 31, 2008.[7]
Details on DuPont's Higher Growth, Higher Value
Strategy
In the presentation, DuPont outlines in detail how it will
continue its track record of superior results by building and
leveraging its world leading positions in three highly attractive
strategic focus areas:
- Extending its leadership position in Agriculture &
Nutrition.
- Strengthening and growing its leading position in Advanced
Materials.
- Continuing to build transformational new businesses in
Bio-based Industrials.
These areas are all characterized by robust opportunities where
DuPont has a strong competitive position. The Company will deliver
higher growth, higher value in these three strategic areas through
a continued focus on:
- Leveraging its innovation platform to deliver above market
growth;
- Increasing penetration in developing markets and delivering
local solutions;
- Driving operational efficiency and effectiveness; and
- Actively managing the portfolio.
DuPont's Strong, Independent Board with the Right Mix of
Experience and Skills
The DuPont Board of Directors has been carefully structured to
incorporate the full range of experiences and skills required to
lead a global science and technology company of DuPont's
scale—particularly one in the midst of transformational change. The
directors have been specifically identified and recruited to ensure
that the Board is composed of exceptional individuals who,
together, have the right mix of capabilities to deliver superior
shareholder value. Important facts about the Board include:
- All of the Directors are independent, except CEO Ellen Kullman;
- Ten of DuPont's independent Board members are current or former
CEOs, CFOs or COOs of major public companies;
- The Board includes directors with essential scientific and
regulatory knowledge;
- The Company has 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; and
- Trian is attempting to replace four DuPont directors who are
exceptionally well-qualified. These directors chair several key
committees and have made significant, unique contributions as Board
members that have enhanced the value of the Company.
Adding a Trian Representative to the DuPont Board Is NOT in
the Best Interests of Shareholders
Trian is pushing a value-destructive agenda to break up and add
excessive debt to DuPont, which the Board believes will result in a
less competitive company with weaker prospects for value
creation:
- Carries extensive risks as well as estimated upfront monetary
impact of $4 billion and estimated
ongoing increased costs of $1 billion
annually; [8]
- Destroys innovation platform, which serves as unique
competitive advantage;
- Eliminates revenue and margin drivers across businesses,
including: global reach, customer relationships, brand awareness,
market position, cross selling opportunities and market access;
and
- Addition of excessive debt would increase risk and adversely
impact DuPont's credit rating.
The DuPont Board unanimously determined that adding Nelson Peltz or any Trian principal is not in
the best interest of shareholders.
- Trian is singularly focused on a value destructive agenda;
- Trian has a well-known practice of establishing a 'shadow
management' team, which would be committed to advancing Trian's
value destructive breakup agenda and risks derailing ongoing
execution and focus on advancing the strategy of the Company;
- None of Trian's nominees add value or skills needed to advance
DuPont's strategy;
- Trian's only recent experience in DuPont's industry was
Chemtura, which ended in bankruptcy and complete destruction of all
shareholder value.
DuPont shareholders are reminded that their vote is extremely
important, no matter how many or how few shares they own. DuPont
strongly recommends that shareholders elect the Company's
world-class leaders by voting the WHITE proxy card today
"FOR" ALL 12 of DuPont's highly-qualified and experienced
director nominees: 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. In addition, we ask that you
not return the "gold" card, even to withhold on their nominees, as
it will revoke any previous WHITE card that you may have
submitted in support of your DuPont Board nominees.
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.
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.
REGULATION G
This document includes company information that does not conform
with generally accepted accounting principles (GAAP). Management
believes the use of these non-GAAP measures 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 used 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, are available on the Investor Center of www.dupont.com.
Reconciliations of non-GAAP measures to GAAP are also included with
this document.
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.
(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.
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)
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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 (c)
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572
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479
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Add: Significant
Items (d)
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(444)
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466
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Segment Adjusted
Operating Earnings (excluding Performance Chemicals and
Other/Pharma) (e) (Non-GAAP)
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4,818
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1,902
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(a) Segment sales includes transfers.
(b) Prior periods reflect the reclassifications of Viton®
fluoroelastomers from Performance Materials to Performance
Chemicals.
(c) 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.
(d) Represents significant items included in Segment PTOI,
excluding those related to Performance Chemicals and
Other/Pharma.
(e) Segment adjusted operating margin (non-GAAP) is based on
total segment sales and segment adjusted operating earnings,
excluding Performance Chemicals and Other/Pharma.
[1] 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.
[2] 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
document.
[3] 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
document.
[4]Thomson Reuters Datastream, (12/31/2008 – 12/31/2014). Total Shareholder
Return is 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. Closing prices are adjusted for spin-offs,
stock splits, rights and special dividends.
[5] DuPont expects to return all or substantially all of the
one-time dividend proceeds from Chemours, currently estimated at
$4B, to DuPont shareholders via share
repurchases within 18 months of the separation, with a portion
expected to be returned in 2015.
[6] 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.
[7] 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
document.
[8] 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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visit:http://www.prnewswire.com/news-releases/dupont-files-new-investor-presentation-300061193.html
SOURCE DuPont