DowDuPont Announces Boards of Directors of the Three Future Independent Companies: Dow, DuPont, and Corteva

Thursday, November 1, 2018 6:05 am EDT

Dateline:

MIDLAND, Mich. & WILMINGTON, Del.

Public Company Information:

NYSE:
DWDP

MIDLAND, Mich. & WILMINGTON, Del.--(BUSINESS WIRE)--DowDuPont (NYSE: DWDP) today announced the members of the future boards of directors of Dow, DuPont, and Corteva Agriscience, establishing strong governance structures that will support the long-term value creation of each independent company.

Jeff Fettig, executive chairman of DowDuPont, said, “The establishment of highly qualified boards is a critical milestone for the three industry-leading growth companies we are creating. Using a rigorous and thorough process, we have formed boards with diverse perspectives and experience to oversee the execution of the value creation strategy of each future company. I have confidence in these board members, and look forward to their contributions at Dow, DuPont, and Corteva Agriscience.”

Ed Breen, chief executive officer of DowDuPont, said, “These board members have been working closely with the management teams, defining strategy, building efficient organizational structures, and overseeing value capture and execution. They bring the optimal mix of experience in capital allocation, global business management, and industry-specific expertise to help prepare the independent companies for sustainable success and drive shareholder value creation.”

DowDuPont remains on track to separate the Materials Science division (Dow) by April 1, 2019, and the Agriculture (Corteva Agriscience) and Specialty Products (DuPont) divisions by June 1, 2019.

The current composition of each board of directors is as follows:

For Dow

Jeff Fettig, who will serve as non-executive chairman of the board of Dow, said, “The Dow board is comprised of highly accomplished, well-rounded individuals who are fully aligned with the new Dow’s disciplined, focused and market-oriented approach. With a balanced mix of new perspectives, strong leadership experience, deep industry knowledge, and capital allocation expertise, the Dow board brings together the full range of experience and skills required to oversee the execution of Dow’s strategy. The new Board is energized around its mission to work with Jim Fitterling and Dow’s executive leadership team to drive superior performance and sustained value creation for our customers and shareholders.”

  • Jeff M. Fettig, executive chairman and co-lead independent director of DowDuPont, and chairman, Whirlpool Corp. (future non-executive chairman of Dow)
  • Ajay Banga, president and chief executive officer, MasterCard Incorporated
  • Jacqueline K. Barton, Arthur and Marian Hanisch Memorial professor of Chemistry, California Institute of Technology
  • James A. Bell, former executive vice president, corporate president and chief financial officer, The Boeing Company
  • Wesley G. Bush, chairman and chief executive officer of Northrop Grumman
  • Richard K. Davis, chief executive officer of Make-A-Wish America (effective January 2, 2019) and former chairman and chief executive officer, U.S. Bancorp
  • Jim Fitterling, chief operating officer of the Materials Science Division of DowDuPont and chief executive officer, The Dow Chemical Company
  • Jacqueline Hinman, former chairman and chief executive officer of CH2M
  • Dennis H. Reilley, non-executive chairman, Marathon Oil Corp.
  • Ruth G. Shaw, former group executive, public policy and president, Duke Nuclear
  • Daniel Yohannes, former ambassador to the Organisation for Economic Co-operation and Development

For DuPont

Ed Breen, who will serve as executive chairman of the board of DuPont, said, “It is a privilege to be joined by the exceptionally qualified executives who will comprise the DuPont board. DuPont will benefit from their deep experience and expertise as we drive innovation-led growth by providing the specialized solutions that enable our customers to bring new products to the marketplace, quickly and effectively. Having worked closely with Marc Doyle and the management team over the past few years, I am confident that together with this board, we will be positioned to build a world-class company and deliver sustainable shareholder returns.”

  • Edward D. Breen, chief executive officer of DowDuPont (future executive chairman of DuPont)
  • Ruby R. Chandy, former president of Industrial Division of Pall Corp.
  • Alexander M. Cutler, co-lead independent director of DowDuPont and former chairman and chief executive officer of Eaton
  • Marc Doyle, chief operating officer of the Specialty Products Division of DowDuPont and chief executive officer-elect of DuPont
  • Eleuthère I. du Pont, former president and chief financial officer of Wawa and president of The Longwood Foundation
  • Rajiv L. Gupta, chairman of APTIV PLC (formerly Delphi Automotive PLC) and former chairman and chief executive officer of Rohm & Haas
  • Luther C. Kissam, IV, chairman, president and chief executive officer of Albemarle Corporation
  • Raymond J. Milchovich, former chairman and chief executive officer of Foster Wheeler AG
  • Steven Sterin, former executive vice president, chief financial officer of Andeavor and former president of Andeavor Logistics

For Corteva Agriscience

Greg Page, retired chairman and chief executive officer of Cargill Inc., will serve as non-executive chairman of the board of Corteva Agriscience. Mr. Page said, “I am thrilled to have the opportunity to lead the board of Corteva Agriscience, a global agriculture leader ideally equipped to help growers increase yield and feed the world through the most comprehensive, balanced, and innovative portfolio in the industry across seed, crop protection, and digital solutions. The board and I look forward to working with Jim Collins and the management team to ensure the company continues to serve the interests of all its important stakeholders by innovating constantly, operating efficiently, and creating increased value for its shareholders.”

  • Greg Page, retired chairman and chief executive officer of Cargill, Incorporated (future non-executive chairman of Corteva)
  • Lamberto Andreotti, former chairman of the board and chief executive officer of Bristol-Myers Squibb
  • Edward D. Breen, chief executive officer of DowDuPont
  • Robert A. Brown, president of Boston University
  • James C. Collins Jr., chief operating officer of the Agriculture Division of DowDuPont and chief executive officer-elect of Corteva Agriscience
  • Michael O. Johanns, retired United States senator
  • Lois D. Juliber, former vice chairman of Colgate-Palmolive Company
  • Lee M. Thomas, former chairman and chief executive officer of Rayonier Inc.
  • Patrick J. Ward, chief financial officer of Cummins Inc.

The non-executive members of the future boards will continue to serve on the advisory committees of their respective divisions (Materials Science, Specialty Products, and Agriculture) until the boards become effective at the time of the separations.

About DowDuPont™

DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow Chemical Company and DuPont with the intent to form strong, independent, publicly traded companies in agriculture, materials science and specialty products sectors that will lead their respective industries through productive, science-based innovation to meet the needs of customers and help solve global challenges. For more information, please visit us at www.dow-dupont.com.

Cautionary Statement About Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," and similar expressions and variations or negatives of these words.

On December 11, 2015, The Dow Chemical Company ("Dow") and E. I. du Pont de Nemours and Company ("DuPont") entered into an Agreement and Plan of Merger, as amended on March 31, 2017, (the "Merger Agreement") under which the companies would combine in an all-stock merger of equals transaction (the "Merger"). Effective August 31, 2017, the Merger was completed and each of Dow and DuPont became subsidiaries of DowDuPont (Dow and DuPont, and their respective subsidiaries, collectively referred to as the "Subsidiaries").

Forward-looking statements by their nature address matters that are, to varying degrees, uncertain, including the intended separation, subject to approval of the Company's Board of Directors and customary closing conditions of DowDuPont's agriculture, materials science and specialty products businesses in one or more tax-efficient transactions on anticipated terms (the "Intended Business Separations"). 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 DowDuPont's, Dow's or DuPont's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) costs to achieve and achieving the successful integration of the respective agriculture, materials science and specialty products businesses of Dow and DuPont, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) costs to achieve and achievement of the anticipated synergies by the combined agriculture, materials science and specialty products businesses; (iii) risks associated with the Intended Business Separations, including conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances related to the Intended Business Separations, associated costs, disruptions in the financial markets or other potential barriers; (iv) disruptions or business uncertainty, including from the Intended Business Separations, could adversely impact DowDuPont's business (either directly or as conducted by and through Dow or DuPont), or financial performance and its ability to retain and hire key personnel; (v) uncertainty as to the long-term value of DowDuPont common stock; and (vi) risks to DowDuPont's, Dow's and DuPont's business, operations and results of operations from: the availability of and fluctuations in the cost of feedstocks and energy; balance of supply and demand and the impact of balance on prices; failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including trade disputes and retaliatory actions; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for the Company, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce the Company's intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management's response to any of the aforementioned factors. These risks are and will be more fully discussed in the current, quarterly and annual reports filed with the U. S. Securities and Exchange Commission by DowDuPont. While the list of factors presented here is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DowDuPont's, Dow's or DuPont's consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Dow or DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" (Part I, Item 1A) of DowDuPont's 2017 annual report on Form 10-K.

Discussion of segment revenue, operating EBITDA and price/volume metrics on a divisional basis for Agriculture is based on the results of the Agriculture segment; for Materials Science is based on the combined results of the Performance Materials & Coatings, Industrial & Infrastructure, and Packaging & Specialty Plastics segments; and for Specialty Products is based on the combined results of the Electronics & Imaging, Nutrition & Biosciences, Transportation & Advanced Polymers, and Safety & Construction segments. The segment disclosures have been presented in this manner for informational purposes only and should not be viewed as an indication of each division's current or future operating results on a standalone basis assuming completion of the Intended Business Separations.

Contact:

DowDuPont
Investors:
Greg Friedman
greg.friedman@dupont.com
+1 302-774-4994
or
Media:
Dan Turner
daniel.a.turner@dupont.com
+1 302-996-8372
or
Neal Sheorey
nrsheorey@dow.com
+1 989-636-6347
or
Rachelle Schikorra
ryschikorra@dow.com
+1 989-638-4090