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.
2
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. | 6 |
(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. | 10 |
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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.