Form 8-K DUPONT E I DE NEMOURS & For: Dec 18
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM�8-K
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CURRENT REPORT
PURSUANT TO SECTION�13 OR 15(d)�OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): December 18, 2014
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E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | � | 1-815 | � | 51-0014090 |
(State or Other Jurisdiction | � | (Commission | � | (I.R.S. Employer |
Of Incorporation) | � | File Number) | � | Identification No.) |
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1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
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Registrants telephone number, including area code:�� (302) 774-1000
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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o��� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
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x��� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o��� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))
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o��� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01����Regulation FD Disclosure
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Furnished herewith as Exhibit 99.1 is a presentation which E. I. du Pont de Nemours and Company ( DuPont ) plans to use in whole or in part during interactions with its investors about the Form 10 and related matters in connection with DuPonts previously communicated plan to separate its Performance Chemicals segment.
The information contained in Item 7.01, including Exhibit 99.1, of this report on Form 8-K shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), or otherwise subject to the liability of that section, and it will not be incorporated by reference into any registration statement or other document filed by the Registrant under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.
Item 8.01����Other Events
On December�18, 2014, DuPont announced the following in connection with its previously communicated plan to separate its Performance Chemicals segment: a.) the filing of a registration statement on Form 10 with the U.S. Securities and Exchange Commission; b.) The Chemours Company ( Chemours ) as the name of the new Performance Chemicals company; and c.) Chemours leadership team. Additionally, DuPont updated its actions related to its redesign initiative as reported on a Current Report on Form 8-K/A filed today under Item 2.05.
A copy of the press release is filed herewith as Exhibit 99.2 and incorporated by reference into this Item 8.01.�
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Item 9.01����Financial Statements and Exhibits
(d)����Exhibits
99.1����Form 10 Presentation dated December 18, 2014
99.2����Press Release of DuPont dated December 18, 2014
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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� | E. I. DU PONT DE NEMOURS AND COMPANY |
� | (Registrant) |
� | � |
� | � |
� | /s/ Barry J. Niziolek |
� | Barry J. Niziolek |
� | Vice President and Controller |
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December 18, 2014
FORM 10 HIGHLIGHTS December 18, 2014
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2 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 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; 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 intends to file a 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 ANY SUCH PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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 proxy statement, dated March 14, 2014, for its 2014 Annual Meeting. To the extent holdings of DuPonts securities by such directors or executive officers have changed since the amounts printed in the 2014 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and 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 SEC's website at www.sec.gov. Copies will also be available free of charge at DuPonts website at www.dupont.com or by contacting DuPont Investor Relations at (302) 774-4994.
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12/18/2014 Performance Chemicals Separation Background " Leading technologies " Science leverage across businesses " Customer focused applications development " Targets secular driven growth " Innovative products; robust pipeline " Global reach and productivity " Maintain Investment Grade " Leading businesses " Customer focused applications development " Low cost production " Capital productivity " Sustainable operator " Regulatory leadership and advocacy " Target credit rating: High Yield (BB) DUPONT THE CHEMOURS COMPANY MISSION: Growth Differentiated innovation platform MISSION: Cash Generation Industry leadership and productivity Creating Two Highly Competitive Companies With Distinct Value Creation Strategies 3
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4 JanuaryJune 2015 Early 2nd Quarter 2015 Expected Spin June 2015 December 2014 Initial Form 10 Filing Form 10 Amendments - Pro forma financial statements - Capital Structure and Dividend Policy Debt Road Show Equity Road Show July 2015 Performance Chemicals Separation Timeline On Track to Complete Separation Mid-2015
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5 Introducing Chemours
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* Segment Adjusted EBIT excludes non-operating pension and other postretirement employee benefit costs, and exchange gains (losses) The Chemours Company at a Glance 6 Overview " Leading global provider of performance chemicals " Reporting segments include Titanium Technologies, Fluoroproducts, and Chemical Solutions " 9,100 employees " 37 production facilities located in 12 countries (at separation) 2013 Sales by Segment 2013 Sales by Region Segment Sales $6.9 Gross Profit $1.5 % Margin 21% Segment Adjusted EBIT* $0.7 % Margin 11% Form 10- Key 2013 Financials ($B) Chemical Solutions 21% Titanium Technologies 44% Fluoroproducts 35% North America 46% EMEA 18% Asia Pacific 22% Latin America 14%
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7 Titanium Technologies Segment Overview Key Information 2013 Sales $3.0B 2013 Adjusted EBIT* $605 Million Key Products Ti02 Key Applications Coatings, Plastics, Laminates, Paper Products Competitors Cristal, Huntsman, Kronos, Tronox The leading global producer of titanium dioxide ( TiO2 ), a premium white pigment used to deliver opacity *Adjusted EBIT excludes non-operating pension and other postretirement employee benefit costs, exchange gains (losses), and expenses included in the Corporate and Other segment.
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8 Fluoroproducts Segment Overview Key Information 2013 Sales $2.4B 2013 Adjusted EBIT* $287 Million Key Products Krytox� Performance Lubricants, Teflon� PTFE Resins, Formacel� Foam Expansion Agents, Isceon� and Opteon� Refrigerants Key Applications Aerospace, Automotive, Household and Consumer, Polymer Intermediates, Refrigeration, HVAC Competitors Honeywell, Arkema, Mexichem, Daikin, Solvay, Dyneon A leading global provider of fluoroproducts, such as refrigerants and industrial fluoropolymer resins * Adjusted EBIT excludes non-operating pension and other postretirement employee benefit costs, exchange gains (losses), and expenses included in the Corporate and Other segment.
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Chemical Solutions Segment Overview 9 A leading North American provider of industrial and specialty performance chemicals used in gold production, oil refining, agriculture, industrial polymers and other industries Key Information 2013 Sales $1.5B 2013 Adjusted EBIT* $43 Million Key Products Aniline, Sodium Cyanide, Amines, Amides, Sulfuric Acid Key Applications Gold and Silver Mining, Refining, Water Sanitation and Treatment, Agriculture Chemicals, Surfactants Competitors Orica, Cyanco, Solvay, Chemtrade, Evoqua, OxyChem *Adjusted EBIT excludes non-operating pension and other postretirement employee benefit costs, exchange gains (losses), and expenses included in the Corporate and Other segment.
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Leadership Team for Chemours 10 Mark Vergnano Chief Executive Officer BC Chong President Titanium Technologies Thierry F.J. Vanlancker President Fluoroproducts Christian Siemer President Chemical Solutions Mark E. Newman Senior Vice President and Chief Financial Officer E. Bryan Snell Senior Vice President, Productivity and Strategy David C. Shelton General Counsel and Corporate Secretary Beth Albright Senior Vice President, Human Resources Erich Parker Vice President, Corporate Communications
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11 Form 10
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12 The Chemours Company Balance Sheet 9/30/2014 (Unaudited) Total Assets $6.0B Key Components: Accounts & notes receivable trade, net $1.0 Inventories $1.1 Net property, plant & equipment $3.2 Total Liabilities $2.1B Key Components: Accounts payable $0.9 Deferred income taxes $0.4 Environmental liabilities $0.3 Litigation $0.1 Net Investment $3.9B
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The Chemours Company - 2013 Historical Segment Results Compared to 2013 Historical DuPont Performance Chemicals 13 * Represents 2013 results for DuPonts Performance Chemicals segment, reflecting the reclassification of Viton� fluoroelastomers from Performance Materials to Performance Chemicals. Segment PTOI excludes non-operating pension and other post-employment benefit costs. ** Chemours Segment Adjusted EBIT excludes non-operating pension and other postretirement employee benefit costs and exchange gains (losses). � Includes costs not previously charged to segment results � Chemours Segment Adjusted EBIT includes $519 of allocated leveraged functional service and corporate expenses, ~$375 of which were included in historical DuPont Performance Chemicals PTOI. The $144 of additional corporate expenses represents an estimate of Chemours portion of DuPonts unallocated corporate costs necessary for Chemours to be a stand-alone company. � Legal, Environmental & Other Costs primarily represent costs for matters that will be indemnified by Chemours after the separation Key Differences $941 Perf Chem PTOI (DuPont)* ($144) ($76) $721 Segment Adjusted EBIT** 2013 Corporate Expenses Legal, Environmental & Other Costs 2013 DuPont 10-K Including Viton� Chemours Form 10 ($ Millions)
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The Chemours Company September 2014 YTD Segment Results Compared to DuPont Performance Chemicals 14 * Represents September YTD 2014 results for DuPonts Performance Chemicals segment, reflecting the reclassification of Viton� fluoroelastomers from Performance Materials to Performance Chemicals. Segment PTOI excludes non-operating pension and other post-employment benefit costs, and exchange gains (losses) ** Chemours Segment Adjusted EBIT excludes non-operating pension and other postretirement employee benefit costs and exchange gains (losses). � Includes costs not previously charged to segment results � Corporate Expenses represent an estimate of Chemours portion of DuPonts unallocated corporate costs necessary for Chemours to be a stand-alone company. � Legal, Environmental & Other Costs primarily represent costs for matters that will be indemnified by Chemours after the separation Key Differences $687 Perf Chem PTOI (DuPont)* ($112) ($98) $477 2013 Corporate Expenses Legal, Environmental & Other Costs 2013 ($ Millions) Segment Adjusted EBIT** DuPont 10-K Including Viton� Chemours Form 10 2014 2014
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15 2014 Cash Flow Commentary 2011 2012 2013 9/30/13 9/30/14 Cash Provided by Operating Activities $1,496 $1,390 $798 $268 $13 Cash Used for Investing Activities $(345) $(429) $(424) $(277) $(377) Net Cash Flow to/(from) DuPont $1,151 $961 $374 $(9) $(364) Statement of Cash Flows ($MM) The Chemours Company Statement of Cash Flows Cash Provided by Operating Activities " Cash provided by operating activities for the nine months ended September 30, 2014 declined by $255 million " The primary drivers of lower cash include: " A litigation settlement payment of $72 million " Working capital adjustments timing of payments to secure favorable raw material terms Cash Used for Investing Activities " Cash used for investing activities for the nine months ended September 30, 2014 increased by $100 million primarily due to Altamira expansion investment Consistent Track Record of Delivering Strong Cash Flow Through the Cycle
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Copyright � 2014 DuPont or its affiliates. All rights reserved. The DuPont Oval Logo, DuPont", The miracles of science" and all products denoted with " or � are registered trademarks or trademarks of E. I. du Pont de Nemours and Company or its affiliates. Images reproduced by E. I. du Pont de Nemours and Company under license from the National Geographic Society. op right � 2014 DuPont or its affiliates. All rights reserved. ont val Logo, DuPont", The miracles of science" and all products denoted with " or � are registered trademarks or trademarks of E. I. du Pont de Nemours and Company or ts affiliates. Images reproduced by E. I. du Pont de Nemours and Company under license from the National Geographic Society. � National Geographic Image 16
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Contact: | Dan Turner | |||
302-774-0081 | ||||
DuPont Announces Filing of Form 10 Registration Statement for Performance Chemicals Spinoff;
'The Chemours Company' Selected as Name of New Public Company
WILMINGTON, Del., Dec. 18, 2014 - DuPont announced today that the new public company created following completion of the pending separation of its Performance Chemicals segment will be named The Chemours Company ( Chemours ). In addition, DuPont disclosed Chemours executive leadership team and announced the filing of the initial Form 10 registration statement with the U.S. Securities and Exchange Commission ( SEC ). DuPont today also will file a Form 8-K/A with an update related to the company's redesign initiative.
Today's announcements continue our solid progress to complete the separation of Performance Chemicals and create two strong, publicly traded companies with distinct value creation strategies," said DuPont Chair and Chief Executive Officer Ellen Kullman. "DuPont and Chemours will each be global leaders, well positioned to pursue their respective objectives and strategies."
The Chemours Company
Following its separation from DuPont, Chemours will be a new, publicly traded global leader in titanium dioxide, fluoroproducts and chemical solutions. The name reflects a focus on the science of chemistry and the heritage of the du Pont family origins in Nemours, France.
As announced earlier this year, DuPont Executive Vice President Mark P. Vergnano will become President and Chief Executive Officer of Chemours. Mark E. Newman will serve as senior vice president and chief financial officer. BC Chong and Thierry F.J. Vanlancker will continue to lead the Titanium Technologies and the Fluoroproducts businesses, respectively.
Additional members of the new companys executive leadership team were announced today: Christian W. Siemer will lead the Chemical Solutions business; E. Bryan Snell will lead productivity and strategy; David C. Shelton will serve as general counsel and corporate secretary; Beth Albright will lead human resources; and Erich S. Parker will lead corporate communications.
Chemours will have approximately 9,100 employees, 37 production facilities in 12 countries, and will serve over 5,000 customers worldwide. Chemours intends to apply to list on the New York Stock Exchange under Ticker Symbol CC.
Form 10 Filing
Chemours initial Form 10, filed today with the SEC, includes business and market information as well as historical "carve-out" financial statements of Chemours.
E. I. du Pont de Nemours and Company
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As is customary, the initial Form 10 filing will be updated to provide additional information regarding capital structure, pro forma unaudited results and other matters as they become available.
Chemours is targeting a high yield debt rating of BB, with a commensurate debt level. Chemours capital structure will be designed to leverage its historically strong cash flow generation while maintaining financial flexibility and paying regular dividends to its shareholders. For the third quarter 2015, Chemours capital structure at separation is expected to support a quarterly dividend to shareholders such that the sum of DuPonts and Chemours aggregate third quarter dividend is equivalent to DuPonts aggregate quarterly dividend immediately prior to separation.
DuPont expects to work closely with the rating agencies as it finalizes the expected post-spin capital structure at Chemours, considering tax, capital returns and other factors, and will update shareholders as information becomes available.
The separation of Chemours from DuPont remains on track to be completed by mid-2015. The Form 10 and supplemental presentation materials related to the Form 10 can be accessed by visiting DuPonts investor website (Chemours Filings) at www.investors.dupont.com.
Prior to separation, Chemours expects to pay a one-time dividend to DuPont. We will evaluate the best value creation path available for the proceeds from the one-time dividend from Chemours to DuPont, in line with our historical and consistent track record of returning capital to shareholders, said DuPont Executive Vice President and Chief Financial Officer Nicholas Fanandakis.
Update Regarding Redesign Initiative
In connection with the redesign initiative, which remains on track, DuPont will record a pre-tax charge to earnings of about $315 million in the fourth quarter 2014, comprising approximately $160 million of employee separation costs, $140 million of asset related charges and $15 million of contract termination costs. The actions related to the fourth quarter charge are expected to be substantially complete by mid-2016 and will result in future cash payments of approximately $175�million, primarily related to the payment of severance and related benefits.
Savings from the redesign initiative will include the elimination of stranded costs associated with Chemours and savings realized following the separation. As disclosed on June 26, 2014, the redesign initiative is expected to contribute at least $1 billion in savings and DuPont will continue to identify additional areas of productivity across the organization.
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.
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Forward-Looking Statements: This news release 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 growth strategy, product development, regulatory approval, market position, anticipated benefits of 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; 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 intends to file a 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 ANY SUCH PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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 proxy statement, dated March 14, 2014, for its 2014 Annual Meeting. To the extent holdings of DuPonts securities by such directors or executive officers have changed since the amounts printed in the 2014 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.� More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and 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 SEC's 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.
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12/18/14
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