WILMINGTON, Del., April 30, 2015 /PRNewswire/ -- DuPont (NYSE: DD)
today issued the following statement regarding an April 29, 2015 report issued by Glass, Lewis
& Co. (Glass Lewis) relating to the election of directors at
DuPont's May 13, 2015 Annual Meeting
of Shareholders.
We are pleased that in its report, Glass Lewis recognizes that
"DuPont's total shareholder returns during management's tenure,
both before and after Trian's investment, are indicative of strong
performance."[i] In addition, the Glass Lewis report notes
that:
"Upon review of the Company's operating plan, we generally
find DuPont's strategic vision to be compelling."
"With Ms. Kullman at the helm, DuPont's business portfolio
has been shifted toward the higher growth and margin opportunities
that the Company believes its ongoing platform, with certain
perceived synergies, is uniquely positioned to capitalize
upon."
"Looking at the DuPont board, we see among the current
directors a wealth of both operational and board experience at
major public companies, most with strong records of delivering
returns for shareholders."
"…half of the [DuPont] incumbents have joined the board since
2011, ensuring fresh perspectives are represented in the
boardroom."
"The incumbents [also] embody a diverse mix of skills and
experience across multiple disciplines, resulting in a board that
appears to be thoughtfully constructed to address the ongoing
prerequisites of board service at DuPont."
Despite its recognition of DuPont's strong performance,
strategic vision and world-class Board, Glass Lewis reached the
wrong conclusion in failing to recommend a vote for all 12 of
DuPont's nominees on the WHITE proxy card. For nearly
two years, Nelson Peltz has sought
representation on the DuPont Board for one reason only: to advance
his firm's high-risk, value destructive agenda to break up and add
excessive debt to DuPont, which would result in a less competitive
company with weaker prospects for value creation. Glass Lewis
noted that "… a break up of DuPont at this juncture is likely
not the best alternative to enhance shareholder value."
Importantly, Trian's only recent experience in DuPont's industry
was when, as a Board member, it presided over the bankruptcy and
complete destruction of all shareholder value at Chemtura.
In contrast, DuPont's Board and management team have delivered
total shareholder returns of 266%[ii] over the past six years,
outperforming both the S&P 500 and the Company's proxy
peers. The actions the Board has taken to transform DuPont
are producing results, which are clearly visible in the 6%
segment sales growth[iii] and 19% adjusted operating EPS compounded
annual growth rate of our ongoing, post-spin business giving us
strong confidence in the momentum of the next generation
DuPont.[iv]
The DuPont Board and management team have been executing a bold,
multi-year strategic transformation that is delivering higher
growth and higher value now while positioning the Company for the
future. DuPont does not need a director with a track record of
value destruction in our industry and who is relentlessly pursuing
a preconceived, high-risk breakup agenda.
DuPont strongly urges shareholders to vote 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, 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.
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.
[i] Permission to use quotes neither sought nor obtained
[ii] 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 share's value at the beginning of
the period. Closing prices are adjusted for spin-offs, stock
splits, rights and special dividends.
[iii] 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.
[iv] 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.
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visit:http://www.prnewswire.com/news-releases/dupont-comments-on-glass-lewis-report-300075117.html
SOURCE DuPont