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DuPont Investor Call: Stand-Alone Company Financials Jeanmarie Desmond, Chief Financial Officer, DuPont June 10, 2019
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DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

Apr 16, 2020

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Page 1: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

DuPont Investor Call: Stand-Alone Company Financials

Jeanmarie Desmond, Chief Financial Officer, DuPont

June 10, 2019

Page 2: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

Today’s Purpose

(1)

1

We will review:

➢ Impacts of creation of Non-Core reporting segment

➢ Details of separation-related adjustments

➢ Bridge from divisional EBITDA guidance to stand-alone EBITDA and EPS guidance

Key takeaways:

➢ No change to existing 2Q and FY 2019 divisional EBITDA guidance previously provided

➢ All adjustments are consistent with targets we have previously stated

➢ Separation-related adjustments are aligned with fully enabling and empowering the

businesses to drive improvement in key metrics

Page 3: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

Description of Supplemental Pro Forma InformationNew Segment

Reporting

Related

Adjustments

Separation

Related

Adjustments

(1)

2

1

2

› Removal of non-operating pension/OPEB benefits / (costs)

› Excluded from operating earnings to remove volatility from non-operating activities

› Consistent with DuPont practice pre-merge

› Addition of costs associated with separation agreements with Dow and Corteva

› Primarily from the procurement of raw materials from Dow at market pricing versus cost

› Impact distributed across segments

› Movement of business specific support costs and pre-commercial R&D(1)

› These costs, which were held outside of divisional results, are now allocated to all segments

› Movement of corporate costs(1)

› Costs to operate the company on a stand-alone basis

› Creation of a new Non-Core reporting segment

› Refine and align our portfolio with attractive, high-growth market opportunities

› Provide focused resources to define the best value creation strategies

› Bring more transparency to the performance of our core segments

› Redeploy cash proceeds in-line with disciplined financial policy

(1) Costs previously reported in DowDuPont Corporate Segment (2) No change to reporting segment results (3) Tyvek® enterprise now aligned with Shelter Solutions and Safety Solutions

Historical segment-level pro forma financials filed on June 7, 2019 reflect these adjustments

Updated

Segment &

Business

Names(2)

3

› Transportation & Advanced Polymers renamed Transportation & Industrial (T&I)

› Business within Transportation & Industrial, Safety & Construction and Nutrition & Biosciences renamed

› T&I - Mobility Solutions, Healthcare & Specialty and Industrial & Consumer

› S&C(3) – Water Solutions, Shelter Solutions and Safety Solutions

› N&B – Health & Biosciences, Food & Beverage and Pharma Solutions

Page 4: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

in millions 2018

Electronics & Imaging $3,635

Nutrition & Biosciences $6,216

Transportation & Industrial $5,422

Safety & Construction $5,294

Non-Core $2,027

DuPont Net Sales $22,594

New Segment Structure – 2018 Net Sales

Previous Segment Reporting

Non-Core Segment

E&I $1,085

– Photovoltaic and Advanced Materials

– Hemlock Semiconductor Group JV(1)

N&B $585

– Biomaterials

– Clean Technologies

T&I $198

– DuPont Teijin Films JV

S&C $159

– Sustainable Solutions

New Segment Reporting

in millions 2018

Electronics & Imaging $4,720

Nutrition & Biosciences $6,801

Transportation & Industrial $5,620

Safety & Construction $5,453

DWDP Specialty Products

Division Net Sales$22,594

3

DuPont has identified more than 10% of initial portfolio for divestment(2)

(1) No revenue associated with the Hemlock Semiconductor Group JV. Results of the joint venture are reflected as Equity Affiliate Income

(2) Divestiture of Diagnostics, Authentications, Alginates, European Styrofoam®, and Display Films JV businesses already completed and therefore not included

in Non-Core segment. These businesses represented approximately $0.5 billion in Net Sales

Page 5: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

2018 Operating EBITDA* Bridge

in millions

(percentages represent

Operating EBITDA margins)

DWDP

Specialty

Products

Division

Non-Operating

Pension/OPEB

Benefits

Business

Specific

Support

Costs and

Pre-Comm

R&D(1)

Separation

Agreements

with Dow and

Corteva

Corporate

Costs

Non-Core

Reporting

Segment(2)

DuPont

Stand-

Alone Pro

Forma

Electronics & Imaging $ 1,902

40%

(40)(37) (4) -

(611) $ 1,21033%

Nutrition & Biosciences $ 1,632

24%

(31)(98) (19) -

(39) $ 1,44523%

Transportation & Industrial$ 1,702

30%

(77)(49) (44) -

(14) $ 1,51828%

Safety & Construction $ 1,427

26%

(101)(23) (7) -

(13) $ 1,28324%

Non-CoreN/ANM

-- - -

677 $ 67733%

CorporateN/ANM

-- - (228)

- ($ 228)NM

Operating EBITDA* $ 6,663

29.5%

(249)(1.1%)

(207)(1.0%)

(74)(0.3%)

(228)(1.0%)

0NM

$ 5,90526.1%

(1) Includes impact of accounting changes and certain costs which were included in “Other” in the Reconciliation of Operating EBITDA – DuPont and Operating EBITDA of the Specialty Products Division of

DowDuPont included in the Pro forma financial statements filed on April 2, 2019

(2) Includes allocation of business specific support costs and pre-commercial R&D attributable to businesses moved to Non-Core

* Refer to definition of key terms and reconciliation of Non-GAAP measures in appendix

4

Specialty Products Division to Stand-Alone Company

Separation-Related Adjustments

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(in millions of $)2Q 2018

Pro Forma

2Q 2019E

Pro Forma

DWDP Specialty Products Division Adjusted Operating EBITDA*(1) $1,565 $1,470 - $1,500

Costs Associated with Separation Agreements with Dow and Corteva (18) (~25)

Business Specific Support Costs and Pre-Commercial R&D (53) (~50)

Corporate Costs (72) (~50)

DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375

DuPont Adjusted EPS* from Continuing Operations – Diluted $0.89 $0.80 - $0.85

2Q 2019 Pro Forma Operating EBITDA* and Adjusted EPS* Guidance

51. 2Q 2018 actual excludes $62 million of non-operating pension/OPEB credit

2. Merger-related amortization of intangibles equals the amortization of the heritage DuPont intangibles allocated to new DuPont

* Refer to definition of key terms and reconciliation of Non-GAAP measures in appendix

› No change to divisional guidance; down mid-single digits vs 2Q 2018

› Dow/Corteva agreement costs increasing due to increased

purchases

› Year-on-year reductions of business specific support costs and pre-

commercial R&D and corporate costs through synergy actions

Additional Modeling Guidance – 2Q19

Base Tax Rate 20% - 22%

Share count – diluted ~750 million

D&A –Includes Merger-Related Amortization

~$550 million, pre tax

Merger-Related Amortization(2) ~$200 million, pre tax

Interest Expense, net ~$175 million, pre tax

Exchange (Gains)/Losses ~$30 million, pre tax

Non-Controlling Interest ~$10 million, after tax

No change to

divisional guidance

Page 7: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

(in millions of $)2018

Pro Forma

2019E

Pro Forma

DWDP Specialty Products Division Adjusted Operating EBITDA*(1) $6,414 $6,300 - $6,400

Costs Associated with Separation Agreements with Dow and Corteva (74) (~100)

Business Specific Support Costs and Pre-Commercial R&D(2) (207) (~200)

Corporate Costs (228) (~200)

DuPont Pro forma Operating EBITDA* $5,905 ~$5,800 - $5,900

DuPont Adjusted EPS* from Continuing Operations – Diluted $4.05 $3.70 - $3.85

FY 2019 Pro Forma Operating EBITDA* and Adjusted EPS* Guidance

6

1. 2018 actual excludes $249 million of non-operating pension/OPEB credit

2. 2019(E) includes impact of accounting changes and certain costs which were included in “Other” in the reconciliation of operating EBITDA – DuPont and operating EBITDA of the Specialty Products

Division of DowDuPont included in the Pro forma financial statements filed on April 2, 2019

3. Merger-related amortization of intangibles equals the amortization of the heritage DuPont intangibles allocated to new DuPont

* Refer to definition of key terms and reconciliation of Non-GAAP measures in appendix

› No change to divisional guidance; 3-5% growth excluding declines in

equity affiliate income as well as currency and portfolio headwinds

› Dow/Corteva agreement costs increasing due to increased

purchases

› Year-on-year reductions of business specific support costs and pre-

commercial R&D and corporate costs through synergy actions

› Corporate costs below 1% of Net Sales as of June 1, 2019

No change to

divisional guidance

Additional Modeling Guidance – FY19

Base Tax Rate 20% - 22%(vs. 17% for 2018)

Share count – diluted ~750 million

D&A –Includes Merger-Related Amortization

~$2,170 million, pre tax

Merger-Related Amortization(3) ~$800 million, pre tax

Interest Expense, net ~$700 million, pre tax

Exchange (Gains)/Losses ~$150 million, pre tax

Non-Controlling Interest ~$45 million, after tax

Page 8: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

Appendix

7

➢ 2019 Net Sales Growth Segment Guidance

▪ Reflects creation of Non-Core segment

➢ 2017 Operating EBITDA Bridge

Page 9: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

2019 Net Sales Growth Segment Guidance

About Flat Up 2-3%

Down 1-2% Flat to up 1%

Up 2-3% Up 2-3%

Flat to up 1% Up 5-6%

Flat to up 1% Up 2-3%

Down 7-8% Down 4-5%

* Refer to definition of key terms and reconciliation of Non-GAAP measures in appendix

Net Sales Growth

As Reported Organic*

DuPont

Transportation &

Industrial

Electronics &

Imaging

Safety &

Construction

Nutrition &

Biosciences

Non-Core Segment

8

Page 10: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

2017 Operating EBITDA* Bridge

in millions

(percentages represent

Operating EBITDA margins)

DWDP

Specialty

Products

Division

Non-

Operating

Pension/

OPEB

Costs

Business

Specific

Support

Costs and

Pre-Comm

R&D

Separation

Agreements

with Dow and

Corteva

Corporate

Costs

Non-Core

Reporting

Segment(1)

DuPont

Stand-

Alone Pro

Forma

Electronics & Imaging $ 1,840

39%

6(15)

(2)-

(639) $ 1,19033%

Nutrition & Biosciences $ 1,296

22%

12(155)

(14)-

23 $ 1,16222%

Transportation & Industrial$ 1,319

26%

29(46)

(33)-

(34) $ 1,23525%

Safety & Construction $ 1,194

23%

38(33)

(10)-

(11) $ 1,17824%

Non-CoreN/ANM

--

--

661 $ 66132%

CorporateN/ANM

--

-(257)

- ($ 257)NM

Operating EBITDA* $ 5,649

26.9%

850.4%

(249)(1.2%)

(59)(0.3%)

(257)(1.2%)

0NM

$ 5,16924.6%

(1) Includes allocation of business specific support costs and pre-commercial R&D attributable to businesses moved to Non-Core

* Refer to definition of key terms and reconciliation of Non-GAAP measures in appendix9

Specialty Products Division to Stand-Alone Company

Separation-Related Adjustments

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10

Non-GAAP ReconciliationsReconciliation of Pro forma income from continuing operations, net of tax to Pro forma Operating EBITDA (unaudited)

Three Months Ended

June 30, 2018

Year Ended

Dec 31, 2018

Pro forma income (loss) from continuing operations, net of tax (GAAP) (11)$ 218$

+ Provision (credit) for income taxes on continuing operations 89 172

Pro forma income (loss) from continuing operations before income taxes 78 390

+ Depreciation and amortization 551 2,170

- Interest income 11 39

+ Interest expense and amortization of debt discount 171 684

- Non-operating pension/OPEB benefit 28 96

- Foreign exchange gain / (losses), net 53 (43)

+ Costs historically allocated to the materials science and agriculture businesses 352 1,044

- Adjusted significant items benefit (charge) (362) (1,709)

Pro forma operating EBITDA (Non-GAAP) 1,422$ 5,905$

Reconciliation of Pro forma Earnings (Loss) per common share from continuing operations - diluted to Pro forma Adjusted earnings per common share from continuing operations (unaudited)

Three Months Ended

June 30, 2018

Year Ended

December 31, 2018

Pro forma earnings (loss) per common share from continuing operations - diluted (GAAP) (0.02)$ (1.67)$ - (0.92)$ 0.21$ 0.16$ - 1.01$

Less: Significant items benefit (charge) 1 (0.38) (2.25) - (1.55) (2.07) (2.50) - (1.80)

Less: Merger-related amortization of intangibles 2,3 (0.21) (0.83)

Less: Non-op pension / OPEB benefit2 0.03 0.10

Less: Costs historically allocated to the materials science and agriculture businesses 2 (0.35) (1.04)

Pro forma adjusted earnings per share from continuing operations - diluted (Non- GAAP) 0.89$ 0.80$ - 0.85$ 4.05$ 3.70$ - 3.85$

Three Months Ended

June 30, 2019

(Estimate)

Year Ended

Dec 31, 2019

(Estimate)

1 For the three months ended June 30, 2019 and year ended December 31, 2019, the range indicated represents the Company's best estimate of significant items. Includes an estimated range for

impairment charges primarily related to goodwill to be recorded in second quarter 2019 as disclosed in the Company's Form 8-K fi l ing with the Securities & Exchange Commission on May 29,

2019.2 For the three months ended June 30, 2019 and year ended December 31, 2019, amounts represents the Company's best estimate.

(0.21)

0.02

(0.03)

(0.84)

0.08

(0.28)

3 Merger-related amortization of intangibles equals the amortization of the heritage DuPont intangibles allocated to new DuPont.

Page 12: DuPont Investor Call: Stand-Alone Company Financials€¦ · DuPont Pro forma Operating EBITDA* $1,422 ~$1,345 - $1,375 DuPont Adjusted EPS* from Continuing Operations –Diluted

11

Cautionary Statement Regarding 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 April 1, 2019, the company completed the separation of its materials science business into a separate and independent public company by way of a pro rata dividend-in-kind of all the then outstanding stock of Dow

Inc. (the “Dow Distribution”). The company completed the separation of its agriculture business into a separate and independent public company on June 1, 2019, by way of a pro rata dividend-in-kind of all the then

outstanding stock of Corteva, Inc. (the “Corteva Distribution”).

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. All statements about guidance and estimates, including guidance for the

second quarter 2019, full year 2019, additional guidance, and any statements denoted by “2019E”, (“2019 Guidance”) are forward-looking statements. 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) ability and costs to achieve all the expected benefits from the Dow Distribution and the Corteva

Distribution (together, the “Distributions”); (ii) constraints on DuPont’s ability to take strategic action concerning certain levels of assets and businesses under an agreement entered in connection with the Corteva

Distribution; (iii) restrictions under intellectual property cross license agreements entered into in connection with the Distributions; (iv) non-compete restrictions under the Separation Agreement entered into in connection

with the Distributions; (v) the incurrence of significant costs in connection with the Distributions, including costs to service debt incurred by the company to establish the relative credit profiles of Corteva, Dow and

DuPont and increased costs related to supply, service and other arrangements that, prior to the Dow Distribution, were between entities under the common control of DuPont; (vi) risks related to indemnification

obligations of Historical DuPont contingent liabilities in connection with the Corteva distribution (vii) potential liability arising from fraudulent conveyance and similar laws in connection with the Distributions; (viii)

disruptions or business uncertainty, including from the Distributions, could adversely impact DowDuPont's business or financial performance and its ability to retain and hire key personnel; (ix) uncertainty as to the long-

term value of DuPont common stock; (x) potential inability or reduced access to the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade; (xi) uncertainties related to share

buybacks including board approval and costs, time and ability to complete; and (xii) risks to 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 DuPont, adversely impact demand or production; ability to discover, develop and

protect new technologies and to protect and enforce DuPont'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 DuPont's current, quarterly and annual reports and other filings made with the U.S. Securities and Exchange Commission, in each case, as may be amended from time to time in future filings with the

SEC. 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 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.

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 DuPont's 2018 Annual Report on Form 10-K as modified by DuPont's 2019 quarterly reports on Form 10-Q and current reports on Form 8-K.

Safe Harbor Statement

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Safe Harbor Statement

12

Cautionary Statement About Forward-Looking Statements, continued

Segment Information: DowDuPont’s measure of profit/loss for segment reporting purposes was Operating EBITDA (for the twelve months ended December 31, 2018) and pro forma Operating EBITDA (for the twelve months ended December 31, 2017 and

2016) as this is the manner in which DowDuPont’s chief operating decision maker (“CODM”) assessed performance and allocated resources. DowDuPont defined Operating EBITDA as earnings (i.e., "Income from continuing operations before income taxes”)

before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of significant items. Pro forma Operating EBITDA is defined as pro forma earnings (i.e. pro forma "Income from continuing operations before income taxes")

before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of adjusted significant items. Reconciliations of these measures are provided in DowDuPont’s ’s most recent Annual Report on Form 10-K as well as on

DuPont’s website under the Investors section. DuPont’s measure of profit/loss for segment reporting purposes is pro forma Operating EBITDA as this is the manner in which DuPont’s CODM assesses performances and allocated resources. DuPont pro forma

Operating EBITDA is defined as pro forma earnings (i.e. pro forma "Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (OPEB) & charges, and foreign

exchange gains (losses), excluding the impact of costs historically allocated to the materials science and agriculture businesses that did not meet the criteria to be recorded as discontinued operations and excluding the impact of adjusted significant items.

Non-GAAP Information: This presentation includes adjusted Operating EBITDA which differs from DowDuPont’s measure of profit/loss for segment reporting purposes, does not conform to U.S. GAAP and is considered non-GAAP measures. Adjusted

Operating EBITDA is adjusted by removing expense/benefits associated with non-operating pension and other postemployment benefits (OPEBs). DuPont’s measure of pro forma Operating EBITDA (as defined above) at the total company level is a non-GAAP

measure. In addition, DuPont also uses pro forma adjusted earnings per share from continuing operations, defined as pro forma earnings per common share from continuing operations – diluted excluding the after-tax impact of significant items, after-tax impact

of amortization expense associated with intangibles acquired as part of the merger between Historical Dow and Historical DuPont, after-tax impact of non-operating pension / OPEB benefits, and after-tax impact of costs historically allocated to the materials

science and agriculture businesses that did not meet the criteria to be recorded as discontinued operations. Reconciliations for these non-GAAP measures to GAAP are included in this presentation. Management considers these measures internally for planning,

forecasting and evaluating our overall performance. We believe that these non-GAAP measures best reflect the ongoing performance of DuPont during the periods presented and provide more relevant and meaningful information to investors as they provide

insight with respect to ongoing operating results of DuPont and a more useful comparison of year-over-year results. These non-GAAP measures supplement our U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of

performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies.

Organic Sales: Net Sales on an organic basis excludes impacts of currency and portfolio.

Divisional Information: Discussion of results on a DowDuPont divisional level, including on a pro forma basis, is based on the combined and separate results of and estimates for DowDuPont’s Electronics & Imaging, Nutrition & Biosciences, Transportation &

Advanced Polymers, and Safety & Construction segments. This information is presented in this manner for informational purposes only and should not be viewed as an indication of DuPont’s current or future operating results on a standalone basis.

Unaudited Pro Forma Financial Information: The following unaudited pro forma combined statements of operations (the “unaudited pro forma statements of operations”) and pro forma historical segment information for DuPont are derived from DowDuPont’s

consolidated financial statements and accompanying notes, adjusted to give effect to the Merger of Historical Dow and Historical DuPont, the Dow and Corteva Distributions, which will be treated as discontinued operations, and Financings (collectively the

“Transactions”). The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the Transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to

have a continuing impact on the results. For purposes of DowDupont’s financial statement presentation, Historical Dow was determined to be the accounting acquirer in the Merger, and Historical DuPont’s assets and liabilities were reflected at fair value as of the

close of the Merger. As a result, the historical financial statements of Historical Dow for periods prior to the Merger are considered to be the historical financial statements of DowDuPont. The unaudited pro forma statements of operations and pro forma historical

segment information are based on and should be read in conjunction with each of DowDuPont’s, Historical Dow’s and Historical DuPont’s financial statements contained in the Annual Reports on Form 10-K for the year ended December 31, 2018 filed with the

SEC. The unaudited pro forma statements of operations and pro forma historical segment information, prepared in accordance with Article 11 of SEC Regulation S-X, are presented for informational purposes only, and do not purport to represent what results of

operations would have been had the Transactions occurred on the dates indicated, nor do they purport to project DuPont’s results of operations or financial position for any future period or as of any future date.

One-time transaction-related costs incurred prior to, or concurrent with, the closing of the Merger and subsequent Distributions are not included in the unaudited pro forma statements of operations and pro forma historical segment information. In addition, the

unaudited pro forma statements of operations and pro forma historical segment information do not reflect restructuring or integration activities or other costs following the Distributions that may be incurred to achieve cost or growth synergies of DuPont. As no

assurance can be made that these costs will be incurred, or the growth synergies will be achieved, no adjustment has been made. For additional information on the Transactions, refer to DuPont’s Form 8-K filed on June 7, 2019 and other filings with the SEC.

The pro forma information included in this filing is consistent with the adjustments made in the unaudited pro forma financial statements included in the Current Report on Form 8-K filed on June 7, 2019.

2019 Guidance: 2019 Guidance are based on forward- looking information provided in connection with DowDuPont’s fourth quarter 2018 earnings announcement (“DowDuPont’s FY2019 Guidance”) for results of operations for DowDuPont’s Specialty Products

Division and the segments that comprise it: Electronics & Imaging, Nutrition & Biosciences, Transportation & Advanced Polymers, and Safety & Construction, and the relative contribution of each such segment to divisional results of operations.

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