DuPont Announces Plan to Separate into Three Independent, Publicly Traded Companies

May 22, 2024

Cautionary Statement about Forward-LookingStatements: 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, "outlook," "stabilization," "confident," "preliminary," "initial," and similar expressions and variations or negatives of these words. All statements, other than statements of historical fact, are forward-looking statements, including statements regarding outlook, expectations and guidance. Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future results. Some of the important factors that could cause DuPont's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of DuPont to effect the separation transactions described above and to meet the conditions related thereto; (ii) the possibility that the separation transactions will not be completed within the anticipated time period or at all; (iii) the possibility that the separation transactions will not achieve their intended benefits; (iv) the impact of the separation transactions on DuPont's businesses and the risk that the separations may be more difficult, time-consuming or costly than expected, including the impact on DuPont's resources, systems, procedures and controls, diversion of management's attention and the impact and possible disruption of existing relationships with customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the separation transactions; (vi) the uncertainty of the expected financial performance of DuPont or the separated companies following completion of the separation transactions; (vii) negative effects of the announcement or pendency of the separation transactions on the market price of DuPont's securities and/or on the financial performance of DuPont; (viii) the ability to achieve anticipated capital structures in connection with the separation transactions, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated credit ratings in connection with the separation transactions; (x) the ability to achieve anticipated tax treatments in connection with the separation transactions and completed and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; (xi) risks and uncertainties related to the settlement agreement concerning PFAS liabilities reached June 2023 with plaintiff water utilities by Chemours, Corteva, EIDP and DuPont; (xii) risks and costs related to each of the parties respective performance under and the impact of the arrangement to share future eligible PFAS costs by and between DuPont, Corteva and Chemours, including the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations; changes in laws and regulations applicable to PFAS chemicals; (xiii) indemnification of certain legacy liabilities; (xiv) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the separation transactions and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions; (xv) the risks and uncertainties, including increased costs and the ability to obtain raw materials and meet customer needs from, among other events, pandemics and responsive actions; (xvi) timing and recovery from demand declines in consumer-facing markets, including in China; (xvii) adverse changes in worldwide economic, political, regulatory, international trade, geopolitical, capital markets and other external conditions; and other factors beyond DuPont's control, including inflation, recession, military conflicts, natural and other disasters or weather-related events, that impact the operations of the company, its customers and/or its suppliers; (xviii) the ability to offset increases in cost of inputs, including raw materials, energy and logistics; (xix) the risks associated with demand and market conditions in the semiconductor industry and associated end markets, including from continuing or expanding trade disputes or restrictions, including on exports to China of U.S.-regulated products and technology; (xx) the risks, including ability to achieve, and costs associated with DuPont's sustainability strategy, including the actual conduct of the company's activities and results thereof, and the development, implementation, achievement or continuation of any goal, program, policy or initiative discussed or expected; (xxi) other risks to DuPont's business and operations, including the risk of impairment; (xxii) the possibility that the Company may fail to realize the anticipated benefits of the $1 billion share repurchase program announced on February 6, 2024 and that the program may be suspended, discontinued or not completed prior to its termination on June 30, 2025; and (xxiii) other risk factors discussed in DuPont's most recent annual report and subsequent current and periodic reports filed with the U.S. Securities and Exchange Commission. 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 or supply chain disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont's consolidated financial condition, results of operations, credit rating or liquidity. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no 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.

Non-GAAPFinancial Measures: This communication includes information that does not conform to accounting principles generally accepted in the United States of America ("U.S. GAAP") and are considered non-GAAP measures. Management uses these measures internally for planning, forecasting and evaluating the performance of the company, including allocating resources. DuPont's management believes these non-GAAP financial measures are useful to investors because they provide additional information related to the ongoing performance of DuPont to offer a more meaningful comparison related to future results of operations. These non-GAAP financial measures supplement disclosures prepared in accordance with U.S. GAAP, and should not be viewed as an alternative to U.S. GAAP. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Reconciliations of non-GAAP measures to U.S. GAAP are provided in the Reconciliation to Non-GAAP Measures on the Investors section of DuPont's website. Non-GAAP measures referred to in this communication are defined below. DuPont has not provided forward-looking U.S. GAAP financial measures or a reconciliation of forward-lookingnon-GAAP financial measures to the most comparable U.S. GAAP financial measures on a forward-looking basis because the company is unable to predict with reasonable certainty the ultimate outcome of certain future events. These events include, among others, the impact of portfolio changes, including the separation transactions, asset sales, mergers, acquisitions, and divestitures; contingent liabilities related to litigation, environmental and indemnifications matters; impairments and discrete tax items. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP results for the guidance period. We encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

DuPont's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the company's chief operating decision maker ("CODM") assesses performance and allocates resources. The company defines Operating EBITDA as earnings (i.e., "Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, and adjusted for significant items. Operating EBITDA Margin is defined as Operating EBITDA divided by net sales.

Significant items are items that arise outside the ordinary course of the company's business that management believes may cause misinterpretation of underlying business performance, both historical and future, based on a combination of some or all of the item's size, unusual nature and infrequent occurrence. Management classifies as significant items certain costs and expenses associated with integration and separation activities related to transformational acquisitions and divestitures as they are considered unrelated to ongoing business performance.

Discussion of net sales and Operating EBITDA Margin related to New DuPont, Electronics and Water is on the same basis as DuPont's segment reporting and reflects the aggregate results for the businesses to be included within each of the future companies. Corporate expenses included by DuPont within Corporate & Other are not included in these financial disclosures. These measures have been presented in this manner for informational purposes only and should not be viewed as an indication of each future company's operating results on a standalone basis assuming completion of the separation transactions.

Effective as of January 1, 2024, Electronics & Industrial realigned certain product lines that comprise its business units (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies). The realignment did not result in changes to total Electronics & Industrial segment net sales.

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Unlocking Shareholder Value

  • DuPont to separate into three independent, publicly traded companies
  • All three will be industry-leading, global companies with compelling growth opportunities
  • The companies will have strong balance sheets with financial policies tailored to create value

3

Strategic Rationale for Separations

Value creation

Broaden investor

base

Capital allocation flexibility

Increased M&A opportunity

Strong financial profiles

Aligned management and board

  • Unlocks shareholder value by creating three industry-leading public companies with enhanced focus on distinct end-markets and appealing implied market valuations
  • Offers distinct and compelling investment profiles appealing to different shareholder bases
  • Enables tailored capital allocation strategies and investments to drive innovation and growth
  • Enhances strategic flexibility for standalone businesses to pursue portfolio enhancing M&A
  • Provides differentiated balance sheets aligned to each company's objectives
  • Aligns business and industry-oriented career opportunities and incentives for management & employees
  • Allows for focused boards of directors with deep domain expertise

Separations to unlock superior value for all stakeholders

4

Leadership Updates effective June 1, 2024

Ed Breen

Lori Koch

Antonella Franzen

Continues as

Appointed

Appointed

Executive Chairman

Chief Executive Officer

Chief Financial Officer

5

Three Industry-Leading Companies with Distinct Business Characteristics

End market

focus

Market growth

2023 Operating

EBITDA Margin(2)

Selected Peers

New DuPont

~$6.6 B

sales(1)

A Diversified Industrial Company with Portfolio of Iconic Brands and Solutions

Diversified

GDP+

~24%

Diversified Industrial Peers

ElectronicsWater

~$4.0 B

~$1.5 B

sales(1)

sales(1)

A Global Leader for Electronics Materials

A Comprehensive Water Solutions Provider

including Semiconductor Solutions and

with Leading Filtration Technologies

Advanced Electronics Products

Semiconductor / Electronics

Water

GDP+++

GDP++

~29%

~24%

Three independent companies, each better positioned to deliver long-term value

(1)

FY 2023 net sales.

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(2)

Reflects Operating EBITDA Margin for the collective set of businesses comprising each respective future company presented on the same basis as DuPont segment reporting. Amounts are presented for

informational purposes only and should not be viewed as an indication of each future company's operating results on a standalone basis assuming completion of the separation transactions.

New DuPont: Overview

Investment Highlights

Premier diversified industrial company

with portfolio of strong, well-known

brands

Broad portfolio of solutions backed by

deep materials science and application

engineering expertise

Diverse exposure to multiple attractive

end-markets

Global market presence

Strong balance sheet and disciplined

Sales By Growth Area

Key Brands

Healthcare

~$6.6 B(1)

Advanced

COMPREHENSIVE

Mobility

PORTFOLIO

Healthcare

Safety &

Advanced Mobility

Protection

XPS

Safety & Protection

Healthcare

Advanced

Aerospace

Industrial

Building

Mobility

Products

END-MARKETS

financial policy to continue to invest in

growth opportunities and return capital

to shareholders

KEY FINANCIALS

~$6.6 B

Net Sales(1)

~24%

Operating EBITDA

Margin(2)

Capital Return &

Growth-oriented

Capital Allocation

Premier diversified industrial company with diverse exposure to multiple attractive end-markets

(1)

FY 2023 net sales.

7

(2)

Reflects FY 2023 Operating EBITDA Margin for the collective set of businesses comprising New DuPont presented on the same basis as DuPont segment reporting. Amount is presented for

informational purposes only and should not be viewed as an indication of the future company's operating results on a standalone basis assuming completion of the separation transactions.

New DuPont: Focused in Three Growth Areas

Areas

Overview

Markets

Megatrend Growth Drivers

Highly-engineered

Biopharma

Healthcare

Medical devices

solutions for critical

(~25% of net sales1)

Medical packaging

healthcare applications

Use of Higher

Protective garments

Single-use Systems

Miniaturization

Performance Materials

Advanced

Transforming mobility by

EV battery

advancing electric

Mobility

Structural adhesives

vehicles and next-gen

(~25% of net sales1)

Aerospace

aero engines

Electrification

Energy Storage

Protecting workers and

Aerospace/defense

Safety &

enabling sustainable

Electrical infrastructure

Protection

buildings; specialized

Personal protection

(~50% of net sales1)

materials for demanding

Building products

Increasing

environments

Sustainability

Regulations

Combination of world-class businesses with focus in attractive secular growth areas

(1) FY 2023 net sales.

8

Electronics: Overview

Investment Highlights

One of the largest global electronics materials

providers

Leading portfolio of differentiated electronics

materials and solutions for leading-edge

semiconductor chips, as well as advanced

packaging and interconnects, and thermal

management solutions

COMPREHENSIVE

PORTFOLIO

Sales by Growth Area

~$4.0 B1

Semiconductor Solutions Interconnect Solutions

Semiconductor Solutions

  • CMP Technologies
  • Advanced Cleans and Slurries
  • Lithographic Materials
  • Precision Parts
  • Display Materials

Interconnect Solutions

  • EMI / Thermal Management (Laird)
  • Advanced Circuit & Packaging
  • Films & Laminates

Well positioned with fast-growing technologies

including AI, high-performance computing,

advanced connectivity and smart/autonomous

vehicles

Close relationships with customers investing in

new fabs and next generation technologies

SELECT

APPLICATIONS

Semiconductor

Electromagnetic Shielding /

Printed Circuit

Displays

Fabrication

Thermal Management

Boards

Global scale and strong financial profile to

support R&D and future growth initiatives

KEY FINANCIALS

~$4.0 B

Net Sales(1)

~29%

Operating EBITDA

Margin(2)

Growth-oriented Capital Allocation

A global leader for electronics materials including semiconductor solutions and advanced electronics products

(1)

FY 2023 net sales.

9

(2)

Reflects FY 2023 Operating EBITDA Margin for the collective set of businesses comprising Electronics presented on the same basis as DuPont segment reporting. Amount is presented for

informational purposes only and should not be viewed as an indication of the future company's operating results on a standalone basis assuming completion of the separation transactions.

Electronics: Key Growth Areas

Areas

Overview

Markets

Megatrend Growth Drivers

Advanced materials for

• AI / High Performance

Semiconductor

leading-edge

Computing

Solutions

semiconductor chips and

Communication

(~60% of net sales1)

advanced display

Advanced displays

technologies

AI / High Performance

Miniaturization

Automation

Computing

Advanced electronic

Advanced printed

materials for interconnect

Interconnect

circuit boards

solutions, enabling signal

Solutions

Consumer electronics

integrity, power

(~40% of net sales1)

Smart / autonomous

management and thermal

vehicles

management

High Speed

Thermal

Power

High Frequency

Management

Management

Customized portfolio to enable optimized solutions for semiconductors and electronics

(1) FY 2023 net sales.

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Disclaimer

DuPont de Nemours Inc. published this content on 23 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2024 13:14:51 UTC.