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Form 8-K DuPont de Nemours, Inc. For: Jul 11

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July 11, 2022 4:26 PM EDT

Exhibit 99.1
Unaudited Revised Combined Statements of Operations and Historical Segment Information

On February 17, 2022, DuPont entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") to divest a majority of the historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”). The transaction is expected to close around the end of 2022, subject to customary closing conditions and regulatory approvals. In addition, on February 18, 2022, the Company announced it is advancing the process to divest its Delrin® acetal homopolymer (H-POM) business (the Delrin® business together with the M&M Divestiture businesses, the "M&M Businesses”), subject to entry into a definitive agreement and satisfaction of customary closing conditions. The Delrin® divestiture together with the M&M Divestiture discussed above (the "M&M Divestitures") represent a strategic shift that will have a major impact on DuPont's operations and results. The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines previously within the historic Mobility & Materials segment (the "Retained Businesses") are not included within the M&M Divestitures.

The following unaudited revised financial information and historical segment information for DuPont are derived from DuPont’s historical consolidated financial statements and accompanying notes adjusted to give effect to the separation of the M&M Businesses through the M&M Divestitures, which is treated as discontinued operations in accordance with Financial Accounting Standards Board Accounting Standards Codification 205, “Presentation of Financial Statements” (“ASC 205”). The unaudited revised financial information reflects the Company’s current best estimate of its historical results. These amounts are considered preliminary, and as such, actual amounts could differ from these estimates. The Retained Businesses are reported in Corporate & Other along with previously divested businesses and general corporate costs. These reporting changes have been retrospectively applied for all periods presented.










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Non-GAAP Financial Measures
These supplemental schedules include 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 for these non-GAAP measures to U.S. GAAP are provided herein and are defined below.

The historic Mobility & Material segment costs that are classified as discontinued operations include only direct operating expenses incurred by the M&M Businesses which the Company will cease to incur upon the close of the M&M Divestitures. Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations. A portion of these indirect costs include costs related to activities the Company will continue to undertake post-closing of the M&M Divestiture, and for which it will be reimbursed (“Future Reimbursable Indirect Costs”). Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from Adjusted EPS and operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other and are included within Adjusted EPS and Operating EBITDA.

Adjusted earnings per common share from continuing operations - diluted ("Adjusted EPS"), is defined as earnings per common share from continuing operations - diluted, excluding the after-tax impact of significant items, after-tax impact of amortization expense of intangibles, the after-tax impact of non-operating pension / other post employment benefits (“OPEB”) credits / costs and Future Reimbursable Indirect Costs.

The Company'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, excluding Future Reimbursable Indirect Costs, and adjusted for significant items. Reconciliations of these measures are provided on the following pages.

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.
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DuPont de Nemours, Inc.
Summary of Revised Consolidated Statements of Operations (Unaudited)
Year EndedThree Months EndedYear Ended
In millions, except per share amountsDec 31, 2021Dec 31, 2021Sep 30, 2021Jun 30, 2021Mar 31, 2021Dec 31, 2020
Net sales$12,566 $3,246 $3,199 $3,104 $3,017 $11,128 
Cost of sales7,971 2,119 2,032 1,959 1,861 7,063 
Research and development expenses557 148 137 133 139 565 
Selling, general and administrative expenses1,602 401 411 395 395 1,492 
Amortization of intangibles566 156 158 127 125 542 
Restructuring and asset related charges – net50 42 1 5 2 814 
Goodwill impairment charges— — — — — 1,862 
Acquisition, integration and separation costs81 23 29 23 6 177 
Equity in earnings of nonconsolidated affiliates85 20 22 20 23 168 
Sundry income (expense) - net145 (10)1 135 19 632 
Interest expense525 135 115 129 146 672 
Income (Loss) from continuing operations before income taxes$1,444 $232 $339 $488 $385 $(1,259)
Provision for (Benefit from) income taxes on continuing operations237 65 80 93 (1)90 
Income (Loss) from continuing operations, net of tax$1,207 $167 $259 $395 $386 $(1,349)
Net income (loss) from continuing operations attributable to noncontrolling interests30 18 9 5 (2)16 
Net income (loss) in from continuing operations available to DuPont common stockholders$1,177 $149 $250 $390 $388 $(1,365)
Per common share data:
Earnings (Loss) per common share from continuing operations - basic 1
$2.17 $0.29 $0.48 $0.74 $0.64 $(1.86)
Earnings (Loss) per common share from continuing operations - diluted 1
$2.16 $0.29 $0.48 $0.73 $0.64 $(1.86)
Weighted-average common shares outstanding - basic542.7 516.1 521.5 529.6 604.8 735.5 
Weighted-average common shares outstanding - diluted544.2 517.8 523.1 531.2 606.3 735.5 
1.Earnings per common share from continuing operations for the year may not equal the sum of the quarterly earnings per common share from continuing operations amounts due to the change in average share calculations.


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DuPont de Nemours, Inc.
Selected Revised Historical Segment Information (Unaudited)

The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines previously within the historic Mobility & Materials segment (the "Retained Businesses") are not included in the scope of the intended divestitures. The following tables reflect the new segment structure of DuPont with the M&M Businesses excluded and the Retained Businesses reported in Corporate & Other.
Year EndedThree Months EndedYear Ended
In millions Dec 31, 2021Dec 31, 2021Sep 30, 2021Jun 30, 2021Mar 31, 2021Dec 31, 2020
Net Sales
Electronics & Industrial$5,554 $1,467 $1,467 $1,320 $1,300 $4,674 
Water & Protection5,552 1,415 1,397 1,412 1,328 4,993 
Corporate & Other1,460 364 335 372 389 1,461 
Total Net Sales$12,566 $3,246 $3,199 $3,104 $3,017 $11,128 
Operating EBITDA
Electronics & Industrial$1,758 $423 $475 $424 $436 $1,468 
Water & Protection1,385 325 353 352 355 1,313 
Corporate & Other9 4 (11)4 12 61 
Total Operating EBITDA (non-GAAP)$3,152 $752 $817 $780 $803 $2,842 


DuPont de Nemours, Inc.
Revised Disaggregation of Revenue
Historical Net Sales by Segment and Major Product Line (Unaudited)

Year EndedThree Months EndedYear Ended
In millionsDec 31, 2021Dec 31, 2021Sep 30, 2021Jun 30, 2021Mar 31, 2021Dec 31, 2020
Industrial Solutions$1,890 $478 $474 $480 $458 $1,617 
Interconnect Solutions1,617 459 489 339 330 1,280 
Semiconductor Technologies2,047 530 504 501 512 1,777 
Electronics & Industrial$5,554 $1,467 $1,467 $1,320 $1,300 $4,674 
Safety Solutions$2,567 $634 $646 $650 $637 $2,291 
Shelter Solutions1,615 422 414 419 360 1,426 
Water Solutions1,370 359 337 343 331 1,276 
Water & Protection$5,552 $1,415 $1,397 $1,412 $1,328 $4,993 
Retained Businesses$958 $237 $226 $239 $256 $795 
Other 1
502 127 109 133 133 666 
Corporate & Other$1,460 $364 $335 $372 $389 $1,461 
Total$12,566 $3,246 $3,199 $3,104 $3,017 $11,128 
1. Net sales reflected in Other include activity of previously divested businesses.


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DuPont de Nemours, Inc.
Reconciliation of Revised Income from Continuing Operations, Net of Tax
to Revised Operating EBITDA (Unaudited)
Year EndedThree Months EndedYear Ended
In millions Dec 31, 2021Dec 31, 2021Sep 30, 2021Jun 30, 2021Mar 31, 2021Dec 31, 2020
Income (Loss) from continuing operations, net of tax (GAAP)$1,207 $167 $259 $395 $386 $(1,349)
+Provision for (Benefit from) income taxes on continuing operations237 65 80 93 (1)90 
Income (Loss) from continuing operations before income taxes$1,444 $232 $339 $488 $385 $(1,259)
+Depreciation and amortization1,112 295 300 262 255 1,086 
-
Interest income 1
12 2 1 5 4 18 
+
Interest expense 2
503 113 115 129 146 672 
-Non-operating pension/OPEB benefit30 8 9 7 6 12 
-
Foreign exchange losses, net 1
(53)(18)(19)(10)(6)(54)
+Future reimbursable indirect costs60 14 15 15 16 59 
-Adjusted significant items(22)(90)(39)112 (5)(2,260)
Operating EBITDA (Non-GAAP)$3,152 $752 $817 $780 $803 $2,842 
1. Included in “Sundry income (expense) - net"” in the unaudited revised statements of operations.
2. The three months and year ended December 31, 2021 excludes significant items, refer to details below.


DuPont de Nemours, Inc.
Revised Significant Items (Unaudited)
Year EndedThree Months EndedYear Ended
In millions Dec 31, 2021Dec 31, 2021Sep 30, 2021Jun 30, 2021Mar 31, 2021Dec 31, 2020
Acquisition, integration and separation costs$(81)$(23)$(29)$(23)$(6)$(177)
Restructuring and asset related charges - net(50)(42)(1)(5)(2)(172)
Goodwill impairment charges— — — — — (1,862)
Asset impairment charges— — — — — (642)
Net gain (loss) on divestitures143 (3)3 140 3 593 
Merger-related inventory step-up amortization(12)— (12)— — — 
Rogers acquisition financing fees(22)(22)— — — — 
Total pretax significant items (charge) benefit 1
$(22)$(90)$(39)$112 $(5)$(2,260)
+
Total tax impact of significant items (charge) benefit 2
(43)(16)3 (31)1 (34)
+Tax only significant items benefit (charge)55 (20)— (2)77 128 
Total significant items (charge) benefit, net of tax 3
$(10)$(126)$(36)$79 $73 $(2,166)
1.Impact on “Income (Loss) from continuing operations before income taxes.”
2.The income tax effect for each adjustment was calculated based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible.
3.Impact on “Net income (loss) from continuing operations available for DuPont common stockholders.”


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DuPont de Nemours, Inc.
Reconciliation of Revised Earnings (Loss) Per Common Share from Continuing Operations - Diluted
to Adjusted Earnings Per Common Share from Continuing Operations - Diluted (Unaudited)
Year EndedThree Months EndedYear Ended
Pretax (in millions)Dec 31, 2021Dec 31, 2021Sep 30, 2021Jun 30, 2021Mar 31, 2021
Dec 31, 2020
Income (Loss) from continuing operations before income taxes (GAAP)$1,444 $232 $339 $488 $385 $(1,259)
Less: Pretax significant items 1
(22)(90)(39)112 (5)(2,260)
Less: Amortization of intangibles 1
(566)(156)(158)(127)(125)(542)
Less: Non-op pension / OPEB benefit 1
30 8 9 7 6 12 
Less: Future reimbursable indirect costs 1
(60)(14)(15)(15)(16)(59)
Adjusted results, before tax (non-GAAP)$2,062 $484 $542 $511 $525 $1,590 
Year EndedThree Months EndedYear Ended
Net of tax (in millions) Dec 31, 2021Dec 31, 2021Sep 30, 2021Jun 30, 2021Mar 31, 2021
Dec 31, 2020
Net income (loss) from continuing operations available to DuPont common stockholders (GAAP)$1,177 $149 $250 $390 $388 $(1,365)
Less: Significant items, net of tax 2
(10)(126)(36)79 73 (2,166)
Less: Amortization of intangibles, net of tax 2
(441)(120)(124)(100)(97)(418)
Less: Non-op pension / OPEB benefit, net of tax 2
18 5 6 4 3 9 
Less: Future reimbursable indirect costs 2
(46)(11)(11)(12)(12)(45)
Adjusted results, net of tax (non-GAAP)$1,656 $401 $415 $419 $421 $1,255 
Year Ended 3
Three Months Ended
Year Ended 3
Earnings per common share (“EPS”) from continuing operations - diluted Dec 31, 2021Dec 31, 2021Sep 30, 2021Jun 30, 2021Mar 31, 2021Dec 31, 2020
Earnings (Loss) per common share from continuing operations - diluted (GAAP)
$2.16 $0.29 $0.48 $0.73 $0.64 $(1.86)
Less: Significant items - diluted 4
(0.02)(0.24)(0.07)0.15 0.12 (2.94)
Less: Amortization of intangibles - diluted 4
(0.81)(0.23)(0.23)(0.20)(0.16)(0.57)
Less: Non-op pension / OPEB benefit - diluted 4
0.03 0.01 0.01 0.01 0.01 0.01 
Less: Future reimbursable indirect costs 4
(0.08)(0.02)(0.02)(0.02)(0.02)(0.07)
Adjusted earnings per common share from continuing operations - diluted (non-GAAP)$3.04 $0.77 $0.79 $0.79 $0.69 $1.71 
1.Impact on “Income (Loss) from continuing operations before income taxes.”
2.Impact on “Income (Loss) from continuing operations, net of tax.” The income tax effect for each adjustment was calculated based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible.
3.Earnings per share amounts from continuing operations - diluted for the year may not equal the sum of the quarterly earnings per common share from continuing operations - diluted amounts due to the change in average share calculations.
4.Impact on earnings per common share from continuing operations - diluted.

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