-
GAAP Diluted EPS of $0.32; Pro Forma Adjusted EPS Increases 10% to
$0.55
-
GAAP Net Income of $514MM; Pro Forma Operating EBITDA Grows 7% to $3.2B
-
GAAP Net Sales of $15.4B; Pro Forma Net Sales Increase 8% to $18.3B,
with Gains in Most Segments and Geographies
-
GAAP Volume Up 5%, Local Price Up 4%; Pro Forma Volume Up 4%, Local
Price Up 3%
MIDLAND, Mich. & WILMINGTON, Del.--(BUSINESS WIRE)--
DowDuPont (NYSE: DWDP):
Third Quarter 2017 Highlights
-
DowDuPont reported GAAP diluted earnings1 per share of
$0.32. Pro forma adjusted earnings2 per share of $0.55
increased 10 percent compared to the year-ago period. Pro forma
adjusted earnings per share excludes significant items in the quarter,
which totaled charges of $0.37 per share, as well as $0.08 per share
for DuPont amortization of intangible assets.
-
GAAP net sales increased 23 percent. Pro forma net sales increased to
$18.3 billion, up 8 percent versus the year-ago period, led by gains
in the Materials Science segments Industrial Intermediates &
Infrastructure (16 percent), Packaging & Specialty Plastics and
Performance Materials & Coatings (8 percent each), and the Specialty
Products segments Transportation & Advanced Polymers (9 percent) and
Safety & Construction (6 percent). Sales rose double-digits in Europe,
Middle East and Africa (EMEA) (16 percent) and in Asia Pacific (10
percent). Sales in North America grew 4 percent, while sales in Latin
America declined driven by weakness in Agriculture due to expected
lower corn area and a delayed start to the summer season in Brazil.
-
Pro forma volume grew 4 percent, reflecting consumer-led demand in
packaging, electronics, transportation, oil and gas, building and
construction, and consumer care end-markets. Volume grew in almost all
operating segments, led by Electronics & Imaging (13 percent), as well
as Packaging & Specialty Plastics and Safety & Construction (6 percent
each). Regional volume gains were led by Asia Pacific (10 percent) and
EMEA (5 percent).
-
Pro forma local price rose 3 percent, led by Industrial Intermediates
& Infrastructure (12 percent), Performance Materials & Coatings (6
percent), and Transportation & Advanced Polymers (3 percent). Pro
forma local price increased in all geographies except Latin America.
-
Pro forma operating EBITDA3 increased 7 percent to $3.2
billion, driven by volume and price gains; higher equity earnings; and
lower pension/OPEB costs4 due to purchase accounting. These
gains more than offset higher feedstock costs, weak conditions in
agriculture markets, the unfavorable impact of hurricanes, and startup
costs related to new assets on the U.S. Gulf Coast.
|
|
|
|
|
|
|
|
|
|
|
In millions, except per share amounts
|
|
Three Months Ended September 30
|
|
|
|
Nine Months Ended September 30
|
|
|
|
|
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
|
GAAP Net Sales
|
|
$15,354
|
|
$12,483
|
|
23%
|
|
$42,418
|
|
$35,138
|
|
21%
|
|
GAAP Net Income5
|
|
$514
|
|
$719
|
|
(29%)
|
|
$2,723
|
|
$4,011
|
|
(32)%
|
|
GAAP Diluted EPS
|
|
$0.32
|
|
$0.63
|
|
(49%)
|
|
$2.01
|
|
$3.48
|
|
(42%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Net Sales
|
|
$18,285
|
|
$16,991
|
|
8%
|
|
$59,469
|
|
$53,160
|
|
12%
|
|
Pro Forma Net Income5
|
|
$232
|
|
$494
|
|
(53%)
|
|
$3,959
|
|
$5,428
|
|
(27%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Operating EBITDA
|
|
$3,221
|
|
$3,022
|
|
7%
|
|
$12,228
|
|
$10,929
|
|
12%
|
|
Pro Forma Adjusted EPS
|
|
$0.55
|
|
$0.50
|
|
10%
|
|
$2.56
|
|
$2.20
|
|
16%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic Updates
-
On September 12, DowDuPont announced certain targeted portfolio
adjustments to the Materials Science and Specialty Products divisions
to align with end-markets and enhance the competitive advantages of
the intended companies.
-
The Company started up its new ethylene and ELITE™ enhanced
polyethylene facilities, both in Freeport, Texas. The Sadara joint
venture achieved full commercial operations of all 26 production
facilities at its world-scale complex.
-
DowDuPont continued to satisfy conditional regulatory clearances
required of the merger transaction. On November 1, DuPont closed the
divestiture of its cereal broadleaf herbicides and chewing
insecticides portfolios, as well as certain parts of its crop
protection R&D pipeline and organization to FMC, and closed its
acquisition of FMC's Health and Nutrition business. On September 1,
Dow completed the sale of its global PRIMACOR™ ethylene acrylic acid
copolymers and ionomers business. Dow expects to close its divestiture
of a select portion of Dow AgroSciences' corn seed business in Brazil
in the fourth quarter of 2017.
-
The Company continues to make progress integrating the three divisions
and has initiated work to prepare for the intended separation into
three independent companies in Agriculture, Materials Science and
Specialty Products.
-
DowDuPont reiterated its commitment to the $3 billion cost synergy
target and updated expectations by division: Agriculture – $1.0
billion; Materials Science – $1.2 billion; Specialty Products – $0.8
billion.
-
The Company began advancing its playbook to deliver $1 billion in
growth synergies. For example, Agriculture will leverage its enhanced
multi-brand, multi-channel approach designed to provide customers more
value through broader choices and whole-farm solutions. Packaging &
Specialty Plastics has begun the process of integrating DuPont’s
resins and ethylene copolymers portfolio to deliver high performance
packaging solutions. Electronics & Imaging has identified
opportunities to leverage its deeper channel access and broader suite
of materials (OLED films, laminates, semiconductor materials) with its
customers.
-
DowDuPont announced today actions taken to generate cost savings of $3
billion. These actions are designed to integrate the organization
post-merger and create strong foundations for the three intended
companies. The majority of this work will come from procurement
synergies, global workforce reductions, buildings and facilities
consolidations and select asset shutdowns, among other activities. In
connection with the actions approved to date, DowDuPont recognized
pre-tax charges of $180 million in the third quarter. The Company
expects to recognize total pre-tax charges of approximately $2
billion, with approximately $1 billion expected in the fourth quarter
of 2017. The program is expected to achieve a 70 percent run rate at
the end of 12 months and 100 percent run rate within 24 months.
CEO Quote
“We delivered top- and bottom-line growth in the third quarter – a solid
start for our newly-formed company. Our operating earnings increase was
the result of broad-based demand growth in most of our core end-markets
and disciplined margin management, which more than offset several
headwinds, from multiple hurricanes to higher feedstock costs and a
delayed start to the summer agriculture season in Brazil,” said Ed
Breen, chief executive officer of DowDuPont. “Moreover, we delivered
these results while advancing several value-creating initiatives,
including: closing the merger, completing our comprehensive portfolio
review, and defining the new synergy targets for each division. Going
forward, you should expect us to remain focused on executing on our $3
billion cost synergy commitment and advancing preparations to create
three focused growth companies in Agriculture, Materials Science, and
Specialty Products.”
Third Quarter Segment Information
Agriculture
The segment reported pro forma net sales of $1.9 billion, down from $2.0
billion in the year-ago period. Pro forma volume and pro forma local
price declines of 5 percent and 4 percent, respectively, more than
offset portfolio and currency benefits.
Volume and pricing headwinds were driven by weakness in Latin America as
sales channels continue to hold high inventory levels of crop protection
products. Additionally, an expected reduction in corn area in Brazil, as
well as a delayed start to its summer season, impacted sales in the
region. These headwinds were partly offset by continued penetration of
new products, including ArylexTM herbicide, Vessarya®
fungicide, Leptra® corn hybrids and IsoclastTM
insecticide.
Portfolio gains in the quarter reflect the Dow AgroSciences corn seed
remedy in Brazil, which is expected to close in the fourth quarter. Per
Securities & Exchange Commission guidelines, the results of the Brazil
corn remedy have been removed from pro forma results prior to the merger
close date but will remain in reported results from the merger close
date until the transaction has closed.
Pro forma operating EBITDA for the segment was a loss of $239 million,
versus a loss of $172 million in the year-ago period. Lower product
costs, favorable currency, portfolio changes and lower pension/OPEB
costs were more than offset by reduced volume and price, particularly
due to weakness in Brazil.
Materials Science
Performance Materials & Coatings
Performance Materials & Coatings reported pro forma net sales of $2.2
billion, up from $2.0 billion in the year-ago period. Pro forma net
sales growth of 8 percent was primarily driven by gains in both
businesses as well as double-digit growth in EMEA. Pro forma local price
increased 6 percent, with gains in all geographies and both businesses.
Pro forma volume grew 1 percent.
Consumer Solutions delivered sales growth in all businesses, led by
volume gains in most geographies, increased local pricing and
disciplined price/volume management in upstream silicone intermediate
products. Coatings & Performance Monomers achieved higher sales, as
local price increases in all geographies more than offset a modest
decline in volume due to hurricane-related lost sales and the business’s
actions to preferentially shed lower margin business.
Pro forma operating EBITDA increased to $487 million, up from $345
million in the year-ago period. The increase primarily reflected the
continued realization of cost synergies related to the integration of
the silicones business, increased pricing and consumer demand.
Pro forma equity earnings for the segment totaled $39 million, compared
with $31 million in the year-ago period.
Industrial Intermediates & Infrastructure
Industrial Intermediates & Infrastructure reported pro forma net sales
of $3.2 billion, up from $2.8 billion in the year-ago period. The
segment achieved pro forma net sales growth of 16 percent, with gains in
all geographies. Pro forma local price rose 12 percent. Pro forma volume
grew 3 percent.
Polyurethanes & Chlor-Alkali and Vinyl (CAV) grew sales on double-digit
gains in all geographies. Polyurethanes reported strong demand and price
increases in downstream, higher-margin systems applications and higher
merchant sales of methylene diphenyl diisocyanate (MDI) where industry
supply/demand fundamentals remained tight, in part due to
hurricane-related supply disruptions in the United States. CAV achieved
double-digit sales gains in vinyl chloride monomer and caustic soda,
resulting from tighter supply/demand fundamentals, especially in EMEA.
Industrial Solutions also delivered sales gains, led by glycol ethers,
ethylene glycol and oxo alcohols in consumer-driven market segments of
electronics processing and food and pharmaceutical applications. These
gains more than offset lower sales of heat transfer fluids in
project-driven concentrated solar power applications and
hurricane-related supply constraints. Construction Chemicals achieved
sales growth driven by demand for methyl cellulosics in EMEA and
acrylics-based products in North America. Energy Solutions reported
lower sales from reduced project activity in energy market sectors, in
part due to hurricane-related disruptions in the United States.
The segment achieved pro forma operating EBITDA of $676 million, up from
$401 million in the year-ago period, as pricing momentum, higher equity
earnings and broad-based demand growth more than offset the impact of
higher raw material costs, as well as hurricane-related repair costs and
lost production in North America.
Pro forma equity earnings for the segment totaled $41 million, compared
with a pro forma equity loss of $7 million in the year-ago period. The
improvement was driven by the Kuwait joint ventures as a result of
higher monoethylene glycol (MEG) pricing.
Packaging & Specialty Plastics
The Packaging & Specialty Plastics segment reported pro forma net sales
of $5.5 billion, up from $5.1 billion in the year-ago period. The
segment achieved pro forma net sales growth of 8 percent, primarily
driven by pro forma volume growth of 6 percent, with gains in most
geographic areas. Pro forma local price rose 1 percent, led by higher
cracker co-product values.
The Packaging and Specialty Plastics business grew volume on continued
consumer-led demand across key end-markets, driven by higher sales in
Asia Pacific and EMEA, which were primarily enabled by a ramp-up in
Sadara volume. Notable demand highlights included double-digit volume
growth in health and hygiene end-markets in the Americas; strong demand
in food and specialty packaging solutions, particularly in Asia Pacific;
and greater use of elastomers in packaging and footwear applications.
Polyethylene and ethylene copolymers sales volume in North America and
Latin America declined year-over-year, impacted by the hurricane-related
production disruptions in the United States. Sales into wire and cable
applications were impacted globally as a result of hurricane-related
supply limitations at the business’s assets in Texas.
Pro forma operating EBITDA for the segment was $1.1 billion, down from
$1.4 billion in the year-ago period. Volume growth, local price gains
and higher equity earnings were more than offset by increased feedstock
costs, hurricane-related repair costs and lost production in the United
States, and commissioning and startup costs for the U.S. Gulf Coast
growth projects.
Pro forma equity earnings for the segment were $66 million, up from $44
million in the year-ago period, primarily driven by improved Sadara
contributions on higher sales of polyethylene.
Specialty Products
Electronics & Imaging
Electronics & Imaging delivered pro forma net sales of $1.2 billion, up
from $1.1 billion in the year-ago period. Pro forma net sales growth of
5 percent was led by pro forma volume gains of 13 percent, which more
than offset pro forma local price decline of 2 percent and a 6 percent
negative pro forma impact from portfolio. Price declines were driven by
pressure in photovoltaics and advanced printing applications.
The segment achieved broad-based volume growth across key end-markets,
led by double-digit gains in semiconductor, consumer electronics,
industrial, photovoltaics and display end-markets across almost all
geographies, primarily in Asia Pacific. Continued demand for mobile
phones and other consumer electronics, as well as automotive
applications drove sales gains. Increased semiconductor content in
end-use applications drove strong demand in both memory and logic market
segments. Growth in photovoltaics led by demand for Tedlar®
film was partially offset by declines in Solamet® paste. The
portfolio impact from the sales of Display Films and the Authentications
business also negatively impacted results.
Pro forma operating EBITDA for the segment was $382 million, up from
$341 million in the year-ago period as broad-based volume growth, mix
enrichment and lower pension/OPEB costs more than offset lower local
price and a negative impact from portfolio.
Nutrition & Biosciences
Nutrition & Biosciences reported pro forma net sales of $1.5 billion,
flat with the year-ago period. Pro forma net sales were even as a 1
percent benefit from currency was offset by a 1 percent negative impact
from portfolio.
Sales growth in Industrial Biosciences was offset by declines in the
Nutrition & Health business. Industrial Biosciences gains were led by
double-digit growth in demand for microbial control solutions in energy
markets in North America, continued growth in biomaterials on local
pricing gains and strength in apparel markets, as well as increased
demand for bioactives in animal nutrition markets. In Nutrition &
Health, continued growth in probiotics was more than offset by declines
in protein solutions and systems and texturants due to weakness in
global packaged food markets and specific actions taken to exit
low-margin market segments. The negative portfolio impact was driven by
the sale of the Diagnostic business, which also impacted Nutrition &
Health results.
Pro forma operating EBITDA for the segment was $315 million, down from
$321 million in the year-ago period as growth in Industrial Biosciences
and lower pension/OPEB costs were more than offset by declines in
Nutrition & Health.
Transportation & Advanced Polymers
Transportation & Advanced Polymers achieved pro forma net sales of $1.3
billion, up from $1.2 billion in the year-ago period. Pro forma net
sales grew 9 percent, led by pro forma volume growth of 5 percent as
well as pro forma local price gains of 3 percent, with gains in most
geographies. Growth was led by strong demand from the automotive market,
particularly in Asia Pacific and EMEA, and demand from electronics and
industrial markets.
Volume growth was driven by strength in the automotive market as demand
for engineering polymers, structural adhesives and MolyKote®
lubricants outpaced global autobuild rates. Volume gains were also
achieved by Kalrez® and Vespel® high-performance
parts as strength in the aerospace and electronics markets remained
robust.
Pro forma operating EBITDA increased to $325 million, up from $303
million in the year-ago period. Volume and pricing gains and lower
pension/OPEB costs more than offset higher raw material costs.
Safety & Construction
The Safety & Construction segment reported pro forma net sales of $1.3
billion, up from $1.2 billion in the year-ago period. The segment
delivered pro forma net sales growth of 6 percent, driven by a pro forma
volume increase of 6 percent, with gains in all geographies. Regionally,
volume gains came from Nomex® thermal apparel in North
America, Kevlar® high-strength materials in Asia Pacific and
Latin America, and Tyvek® protective materials for graphics
and house wrap in EMEA and Asia Pacific.
Stronger demand from industrial markets, particularly oil and gas,
contributed to double-digit gains in Nomex® thermal-resistant
garments and mid-single-digit gains in Kevlar® high-strength
materials, including umbilicals for deep sea drilling, as well as higher
sales of intermediates. Mid-single-digit gains in Tyvek®
protective materials reflected growth in graphics and house wraps.
Double-digit volume increases in water filtration reflected gains in
reverse osmosis membranes, due to strong demand from industrial markets,
as well as recent capacity increases. Building solutions sales rose
modestly due to local price.
Pro forma operating EBITDA rose to $351 million, compared with $282
million in the year-ago period. Volume gains, lower pension/OPEB costs
and improved plant performance more than offset the impact of higher raw
material costs. The segment also benefited from one-time gains of $30
million, primarily associated with the benefit related to an acquisition.
Outlook
“Consumer-led demand continues to drive global economic activity, which
remains robust across most major economies, including Europe, China and
the United States. Our demand outlook is positive for the majority of
our key end-markets,” said Andrew Liveris, executive chairman of
DowDuPont. “We still see some market headwinds, the most notable for us
being in agriculture where we continue to closely monitor the situation
in Brazil due to the slow start to the summer season. But we remain
confident that we will have a solid year across our newly combined Ag
division.
“Looking forward, DowDuPont has all the levers it needs to execute our
near-term priorities: delivering earnings and cash flow growth;
executing our cost synergy actions and realizing the savings; advancing
stand-up activities for the intended growth companies; and unlocking the
shareholder value creation envisaged through this historic transaction.”
Conference Call
The Company will host a live
webcast of its third quarter earnings conference call with investors
to discuss its results, business outlook and other matters today at 8:00
a.m. ET. The slide presentation that accompanies the conference call
will be posted on the DowDuPont Investor Relations events and
presentations page.
A replay of the webcast will also be available on the investor events
and presentations page of www.dow-dupont.com.
|
(1)
|
|
GAAP diluted earnings per share reflects three months of Dow
earnings and one month of DuPont earnings. This compares with GAAP
earnings per share of $0.63 year-over-year.
|
|
(2)
|
|
Pro forma information before adjustments for significant items and
DuPont intangible asset amortization was determined in accordance
with Article 11 of Regulation S-X and is discussed to increase
comparability to the prior year pre-merger operating results by
adjusting for the merger of Dow and DuPont. Pro forma information is
reconciled to the most comparable GAAP results in the attached
tables. Pro forma adjusted earnings per share is defined as “Pro
Forma earnings per common share from continuing operations –
diluted” excluding the after-tax impact of pro forma significant
items and the after-tax impact of pro forma amortization expense
associated with DuPont’s intangible assets. See the financial
information at the end of the release for a description of the
significant items, as well as a reconciliation of ‘Pro forma
earnings per common share from continuing operations – diluted” to
“Pro forma adjusted earnings per common share from continuing
operations – diluted.”
|
|
(3)
|
|
Pro forma operating EBITDA is defined as 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 significant items. A reconciliation
of "Pro Forma income from continuing operations, net of tax” to “Pro
Forma Operating EBITDA” is provided in the financial schedules at
the end of the release.
|
|
(4)
|
|
Pension/OPEB (other post employment benefit plans) costs include all
components of net periodic benefit cost from continuing operations.
|
|
(5)
|
|
Net income available for DowDuPont Inc. common stockholders.
|
|
|
|
|
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,” 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”) announced entry 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 Transaction”). Effective August 31, 2017, the
Merger Transaction was completed and each of Dow and DuPont became
subsidiaries of DowDuPont Inc. (“DowDuPont”). For more information,
please see each of DowDuPont’s, Dow’s and DuPont’s latest annual,
quarterly and current reports on Forms 10-K, 10-Q and 8-K, as the case
may be, and the joint proxy statement/prospectus included in the
registration statement on Form S-4 filed by DowDuPont with the SEC on
March 1, 2016 (File No. 333-209869), as last amended on June 7, 2016,
and declared effective by the SEC on June 9, 2016 (the “Registration
Statement”) in connection with the Merger Transaction.
Forward-looking statements by their nature address matters that are, to
different degrees, uncertain, including the intended separation 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) successful integration of the
respective agriculture, materials science and specialty products
businesses of Dow and DuPont, including 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) impact of the divestitures required as a condition to
consummation of the Merger Transaction as well as other conditional
commitments; (iii) achievement of the anticipated synergies by
DowDuPont’s agriculture, materials science and specialty products
businesses; (iv) risks associated with the Intended Business
Separations, including those that may result from the comprehensive
portfolio review undertaken by the DowDuPont board, changes and timing,
including a number of 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, disruptions in the financial
markets or other potential barriers; (v) the risk that disruptions from
the Intended Business Separations will harm DowDuPont’s business (either
directly or as conducted by and through Dow or DuPont), including
current plans and operations; (vi) the ability to retain and hire key
personnel; (vii) potential adverse reactions or changes to business
relationships resulting from the completion of the merger or the
Intended Business Separations; (viii) uncertainty as to the long-term
value of DowDuPont common stock; (ix) continued availability of capital
and financing and rating agency actions; (x) legislative, regulatory and
economic developments; (xi) potential business uncertainty, including
changes to existing business relationships, during the pendency of the
Intended Business Separations that could affect the company’s financial
performance and (xii) 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, as well as other risks associated
with the merger and the Intended Business Separations, are more fully
discussed in (1) the Registration Statement and (2) the current,
quarterly and annual reports filed with the SEC by DowDuPont and to the
extent incorporated by reference into the Registration Statement, by Dow
and DuPont. While the list of factors presented here is, and the list of
factors presented in the Registration Statement are, 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.
The Dow Diamond, DuPont Oval logo, DuPont™ and all products, unless
otherwise noted, denoted with ™, ℠or ® are trademarks or registered
trademarks of The Dow Chemical Company, E. I. du Pont de Nemours and
Company or their affiliates.
Merger of Equals
Effective August 31, 2017, pursuant to the merger of equals transaction
contemplated by the Agreement and Plan of Merger, dated as of December
11, 2015, as amended on March 31, 2017 (the "Merger Agreement"), The Dow
Chemical Company ("Dow") and E. I. du Pont de Nemours & Company
("DuPont") each merged with subsidiaries of DowDuPont, Inc. ("DowDuPont"
or the "Company") and, as a result, Dow and DuPont became subsidiaries
of DowDuPont Inc. (the "Merger"). Dow was determined to be the
accounting acquirer in the Merger and, as a result, the historical
financial statements of Dow, prepared under U.S. generally accepted
accounting principles ("U.S. GAAP"), for the periods prior to the Merger
are considered to be the historical financial statements of DowDuPont.
Unaudited Pro Forma Financial Information
In order to provide the most meaningful comparison of results of
operations and results by segment, supplemental unaudited pro forma
financial information has been included in the following financial
schedules. The unaudited pro forma financial information is based on the
historical consolidated financial statements and accompanying notes of
both Dow and DuPont and has been prepared to illustrate the effects of
the Merger, assuming the Merger had been consummated on January 1, 2016.
For all periods presented, adjustments have been made for (1) the
preliminary purchase accounting impact, (2) accounting policy alignment,
(3) eliminate the effect of events that are directly attributable to the
Merger Agreement (e.g., one-time transaction costs), (4) eliminate the
impact of transactions between Dow and DuPont, and (5) eliminate the
effect of consummated or probable and identifiable divestitures agreed
to with certain regulatory agencies as a condition of approval for the
Merger. The unaudited pro forma financial information was based on and
should be read in conjunction with the separate historical financial
statements and accompanying notes contained in each of the Dow and
DuPont Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K
for the applicable periods. The pro forma financial statements were
prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma financial information has been presented for
informational purposes only and is not necessarily indicative of what
DowDuPont's results of operations actually would have been had the
Merger been completed as of January 1, 2016, nor is it indicative of the
future operating results of DowDuPont. The unaudited pro forma financial
information does not reflect any cost or growth synergies that DowDuPont
may achieve as a result of the Merger, future costs to combine the
operations of Dow and DuPont or the costs necessary to achieve any cost
or growth synergies.
Non-GAAP Financial Measures
This earnings release includes information that does not conform to U.S.
GAAP and are considered non-GAAP measures. These measures include the
Company's pro forma consolidated results and pro forma earnings per
share on an adjusted basis, which excludes the after-tax impact of pro
forma significant items and the after-tax impact of pro forma
amortization expense associated with DuPont's intangible assets.
Management uses these measures internally for planning, forecasting and
evaluating the performance of the Company's segments, including
allocating resources. DowDuPont's management believes that these
non-GAAP measures best reflect the ongoing performance of the Company
during the periods presented and provide more relevant and meaningful
information to investors as they provide insight with respect to ongoing
operating results of the Company and a more useful comparison of
year-over-year results. These non-GAAP measures supplement the Company's
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.
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Consolidated Statements of Income
|
|
|
|
|
|
|
|
In millions, except per share amounts (Unaudited)
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Net sales
|
|
$
|
15,354
|
|
|
$
|
12,483
|
|
|
$
|
42,418
|
|
|
$
|
35,138
|
|
Cost of sales
|
|
12,170
|
|
|
9,840
|
|
|
33,130
|
|
|
27,066
|
|
Research and development expenses
|
|
522
|
|
|
399
|
|
|
1,343
|
|
|
1,159
|
|
Selling, general and administrative expenses
|
|
990
|
|
|
738
|
|
|
2,468
|
|
|
2,166
|
|
Amortization of intangibles
|
|
244
|
|
|
162
|
|
|
556
|
|
|
387
|
|
Restructuring and asset related charges - net
|
|
179
|
|
|
—
|
|
|
166
|
|
|
452
|
|
Integration and separation costs
|
|
354
|
|
|
127
|
|
|
599
|
|
|
228
|
|
Equity in earnings of nonconsolidated affiliates
|
|
152
|
|
|
70
|
|
|
402
|
|
|
191
|
|
Sundry income (expense) - net
|
|
361
|
|
|
22
|
|
|
237
|
|
|
1,369
|
|
Interest expense and amortization of debt discount
|
|
283
|
|
|
220
|
|
|
728
|
|
|
629
|
|
Income from continuing operations before income taxes
|
|
1,125
|
|
|
1,089
|
|
|
4,067
|
|
|
4,611
|
|
Provision for income taxes on continuing operations
|
|
571
|
|
|
271
|
|
|
1,239
|
|
|
291
|
|
Income from continuing operations, net of tax
|
|
554
|
|
|
818
|
|
|
2,828
|
|
|
4,320
|
|
Loss from discontinued operations, net of tax
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
Net income
|
|
534
|
|
|
818
|
|
|
2,808
|
|
|
4,320
|
|
Net income attributable to noncontrolling interests
|
|
20
|
|
|
14
|
|
|
85
|
|
|
54
|
|
Net income attributable to DowDuPont Inc.
|
|
514
|
|
|
804
|
|
|
2,723
|
|
|
4,266
|
|
Preferred stock dividends
|
|
—
|
|
|
85
|
|
|
—
|
|
|
255
|
|
Net income available for DowDuPont Inc. common stockholders
|
|
$
|
514
|
|
|
$
|
719
|
|
|
$
|
2,723
|
|
|
$
|
4,011
|
|
|
|
|
|
|
|
|
|
|
|
Per common share data:
|
|
|
|
|
|
|
|
|
|
Earnings per common share from continuing operations - basic
|
|
$
|
0.33
|
|
|
$
|
0.64
|
|
|
$
|
2.05
|
|
|
$
|
3.60
|
|
Loss per common share from discontinued operations - basic
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
Earnings per common share - basic
|
|
$
|
0.32
|
|
|
$
|
0.64
|
|
|
$
|
2.04
|
|
|
$
|
3.60
|
|
Earnings per common share from continuing operations - diluted
|
|
$
|
0.33
|
|
|
$
|
0.63
|
|
|
$
|
2.02
|
|
|
$
|
3.48
|
|
Loss per common share from discontinued operations - diluted
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
Earnings per common share - diluted
|
|
$
|
0.32
|
|
|
$
|
0.63
|
|
|
$
|
2.01
|
|
|
$
|
3.48
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per share of common stock
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
1.38
|
|
|
$
|
1.38
|
|
Weighted-average common shares outstanding - basic
|
|
1,577.8
|
|
|
1,112.4
|
|
|
1,330.7
|
|
|
1,108.8
|
|
Weighted-average common shares outstanding - diluted
|
|
1,595.3
|
|
|
1,127.4
|
|
|
1,348.8
|
|
|
1,220.4
|
|
Note:
|
|
The consolidated statements of income for the three- and nine-month
periods ended September 30, 2017 and September 30, 2016, reflect the
results of Dow for all periods presented and the results of DuPont
for the period beginning on and after September 1, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
In millions, except per share amounts (Unaudited)
|
|
Sep 30, 2017
|
|
Dec 31, 2016
|
|
Assets
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
Cash and cash equivalents (variable interest entities restricted -
2017: $115; 2016: $75)
|
|
$
|
13,148
|
|
|
$
|
6,607
|
|
|
Marketable securities
|
|
1,826
|
|
|
—
|
|
|
Accounts and notes receivable:
|
|
|
|
|
|
Trade (net of allowance for doubtful receivables - 2017: $171; 2016:
$110)
|
|
11,250
|
|
|
4,666
|
|
|
Other
|
|
7,006
|
|
|
4,312
|
|
|
Inventories
|
|
17,284
|
|
|
7,363
|
|
|
Other current assets
|
|
1,145
|
|
|
711
|
|
|
Assets held for sale
|
|
3,171
|
|
|
—
|
|
|
Total current assets
|
|
54,830
|
|
|
23,659
|
|
|
Investments
|
|
|
|
|
|
Investment in nonconsolidated affiliates
|
|
5,650
|
|
|
3,747
|
|
|
Other investments (investments carried at fair value - 2017: $1,408;
2016: $1,959)
|
|
2,450
|
|
|
2,969
|
|
|
Noncurrent receivables
|
|
743
|
|
|
708
|
|
|
Total investments
|
|
8,843
|
|
|
7,424
|
|
|
Property
|
|
|
|
|
|
Property
|
|
72,227
|
|
|
57,438
|
|
|
Less accumulated depreciation
|
|
36,008
|
|
|
33,952
|
|
|
Net property (variable interest entities restricted - 2017: $925;
2016: $961)
|
|
36,219
|
|
|
23,486
|
|
|
Other Assets
|
|
|
|
|
|
Goodwill
|
|
60,791
|
|
|
15,272
|
|
|
Other intangible assets (net of accumulated amortization - 2017:
$4,990; 2016: $4,295)
|
|
33,460
|
|
|
6,026
|
|
|
Deferred income tax assets
|
|
1,810
|
|
|
3,079
|
|
|
Deferred charges and other assets
|
|
2,736
|
|
|
565
|
|
|
Total other assets
|
|
98,797
|
|
|
24,942
|
|
|
Total Assets
|
|
$
|
198,689
|
|
|
$
|
79,511
|
|
|
Liabilities and Equity
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
Notes payable
|
|
$
|
5,176
|
|
|
$
|
272
|
|
|
Long-term debt due within one year
|
|
1,906
|
|
|
635
|
|
|
Accounts payable:
|
|
|
|
|
|
Trade
|
|
7,648
|
|
|
4,519
|
|
|
Other
|
|
3,862
|
|
|
2,097
|
|
|
Income taxes payable
|
|
729
|
|
|
600
|
|
|
Accrued and other current liabilities
|
|
7,849
|
|
|
4,481
|
|
|
Liabilities held for sale
|
|
108
|
|
|
—
|
|
|
Total current liabilities
|
|
27,278
|
|
|
12,604
|
|
|
Long-Term Debt (variable interest entities nonrecourse - 2017: $310;
2016: $330)
|
|
29,819
|
|
|
20,456
|
|
|
Other Noncurrent Liabilities
|
|
|
|
|
|
Deferred income tax liabilities
|
|
9,125
|
|
|
923
|
|
|
Pension and other postretirement benefits - noncurrent
|
|
18,413
|
|
|
11,375
|
|
|
Asbestos-related liabilities - noncurrent
|
|
1,266
|
|
|
1,364
|
|
|
Other noncurrent obligations
|
|
8,092
|
|
|
5,560
|
|
|
Total other noncurrent liabilities
|
|
36,896
|
|
|
19,222
|
|
|
Stockholders' Equity
|
|
|
|
|
|
Common stock (2017: authorized 5,000,000,000 shares of $0.01 par
value each, issued 2,339,396,931 shares; 2016: authorized
1,500,000,000 shares of $2.50 par value each, issued 1,242,794,836)
|
|
23
|
|
|
3,107
|
|
|
Additional paid-in capital
|
|
81,116
|
|
|
4,262
|
|
|
Retained earnings
|
|
31,366
|
|
|
30,338
|
|
|
Accumulated other comprehensive loss
|
|
(9,205
|
)
|
|
(9,822
|
)
|
|
Unearned ESOP shares
|
|
(192
|
)
|
|
(239
|
)
|
|
Treasury stock at cost (2017: zero shares; 2016: 31,661,501 shares)
|
|
—
|
|
|
(1,659
|
)
|
|
DowDuPont's stockholders' equity
|
|
103,108
|
|
|
25,987
|
|
|
Noncontrolling interests
|
|
1,588
|
|
|
1,242
|
|
|
Total equity
|
|
104,696
|
|
|
27,229
|
|
|
Total Liabilities and Equity
|
|
$
|
198,689
|
|
|
$
|
79,511
|
|
|
Note:
|
|
The consolidated balance sheet at September 30, 2017, reflects the
financial position of DowDuPont, Inc. The consolidated balance sheet
at December 31, 2016, solely reflects the financial position of Dow.
|
|
|
|
|
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Pro Forma Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
In millions, except per share amounts (Unaudited)
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Net sales
|
|
$
|
18,285
|
|
|
$
|
16,991
|
|
|
$
|
59,469
|
|
|
$
|
53,160
|
|
Cost of sales
|
|
14,246
|
|
|
12,940
|
|
|
43,676
|
|
|
38,308
|
|
Research and development expenses
|
|
796
|
|
|
770
|
|
|
2,390
|
|
|
2,299
|
|
Selling, general and administrative expenses
|
|
1,583
|
|
|
1,586
|
|
|
5,223
|
|
|
5,153
|
|
Amortization of intangibles
|
|
423
|
|
|
429
|
|
|
1,286
|
|
|
1,201
|
|
Restructuring and asset related charges - net
|
|
180
|
|
|
172
|
|
|
479
|
|
|
614
|
|
Integration and separation costs
|
|
459
|
|
|
160
|
|
|
997
|
|
|
253
|
|
Equity in earnings of nonconsolidated affiliates
|
|
161
|
|
|
86
|
|
|
442
|
|
|
233
|
|
Sundry income (expense) - net
|
|
226
|
|
|
(37
|
)
|
|
226
|
|
|
1,621
|
|
Interest expense and amortization of debt discount
|
|
334
|
|
|
283
|
|
|
902
|
|
|
817
|
|
Income from continuing operations before income taxes
|
|
651
|
|
|
700
|
|
|
5,184
|
|
|
6,369
|
|
Provision for income taxes on continuing operations
|
|
392
|
|
|
101
|
|
|
1,113
|
|
|
611
|
|
Income from continuing operations, net of tax
|
|
259
|
|
|
599
|
|
|
4,071
|
|
|
5,758
|
|
Net income attributable to noncontrolling interests
|
|
27
|
|
|
20
|
|
|
112
|
|
|
75
|
|
Net income attributable to DowDuPont Inc.
|
|
232
|
|
|
579
|
|
|
3,959
|
|
|
5,683
|
|
Preferred stock dividends
|
|
—
|
|
|
85
|
|
|
—
|
|
|
255
|
|
Net income available for DowDuPont Inc. common stockholders
|
|
$
|
232
|
|
|
$
|
494
|
|
|
$
|
3,959
|
|
|
$
|
5,428
|
|
|
|
|
|
|
|
|
|
|
|
Per common share data:
|
|
|
|
|
|
|
|
|
|
Earnings per common share from continuing operations - basic
|
|
$
|
0.10
|
|
|
$
|
0.22
|
|
|
$
|
1.70
|
|
|
$
|
2.43
|
|
Earnings per common share from continuing operations - diluted
|
|
$
|
0.10
|
|
|
$
|
0.22
|
|
|
$
|
1.68
|
|
|
$
|
2.41
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic
|
|
2,328.0
|
|
|
2,225.6
|
|
|
2,322.9
|
|
|
2,222.0
|
|
Weighted-average common shares outstanding - diluted
|
|
2,349.7
|
|
|
2,247.1
|
|
|
2,346.2
|
|
|
2,242.4
|
|
Note:
|
|
The pro forma consolidated statements of income for the three- and
nine-month periods ended September 30, 2017 and September 30, 2016,
reflect the results of operations of Dow and DuPont assuming the
Merger had occurred on January 1, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Pro Forma Earnings Per Common Share from
Continuing Operations - Diluted to Pro Forma Adjusted Earnings Per
Common Share from Continuing Operations - Diluted
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Dollars per share
|
|
|
|
|
|
Pro forma earnings per common share from continuing operations -
diluted
|
|
$
|
0.10
|
|
|
$
|
0.22
|
|
|
$
|
1.68
|
|
|
$
|
2.41
|
|
|
- Earnings per common share impact of pro forma significant items,
after-tax 1
|
|
(0.37
|
)
|
|
(0.20
|
)
|
|
(0.64
|
)
|
|
0.46
|
|
|
- Earnings per common share impact of pro forma amortization of
DuPont's intangible assets, after-tax
|
|
(0.08
|
)
|
|
(0.08
|
)
|
|
(0.24
|
)
|
|
(0.25
|
)
|
|
Pro forma adjusted earnings per common share from continuing
operations - diluted (Non-GAAP) 2
|
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
$
|
2.56
|
|
|
$
|
2.20
|
|
|
1.
|
|
Refer to the Selected Pro Forma Financial Information and Non-GAAP
Measures section for additional information on the impact of pro
forma significant items.
|
|
2.
|
|
Pro forma adjusted earnings per share ("Pro Forma Adjusted EPS"), a
non-GAAP measure, is defined as “Pro forma earnings (loss) per
common share from continuing operations - diluted,” excluding the
after-tax impact of pro forma significant items and the after-tax
impact of pro forma amortization expense associated with DuPont’s
intangible assets. The Company’s management believes this measure
provides useful information to investors by offering an additional
way of viewing DowDuPont’s results that helps investors identify the
underlying earnings of the Company as compared to prior and future
periods and its peers. Although amortization of DuPont’s intangible
assets is excluded from this non-GAAP measure, management believes
it is important for investors to understand that such intangible
assets contribute to revenue generation. Amortization of intangible
assets that relate to past acquisitions will recur in future periods
until such intangible assets have been fully amortized. Any future
acquisitions may result in amortization of additional intangible
assets. Pro Forma Adjusted EPS is a financial measure not recognized
in accordance with U.S. GAAP and should not be viewed as an
alternative to U.S. GAAP financial measures of performance.
|
|
|
|
|
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Pro Forma Net Sales by Segment and Geographic Region
|
|
|
|
|
|
|
|
Pro Forma Net Sales by Segment and Geographic Region 1
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
In millions
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Agriculture
|
|
$
|
1,911
|
|
|
$
|
1,998
|
|
|
$
|
11,555
|
|
|
$
|
11,396
|
|
Performance Materials & Coatings
|
|
2,219
|
|
|
2,046
|
|
|
6,537
|
|
|
4,440
|
|
Industrial Intermediates & Infrastructure
|
|
3,226
|
|
|
2,770
|
|
|
9,086
|
|
|
8,015
|
|
Packaging & Specialty Plastics
|
|
5,490
|
|
|
5,070
|
|
|
16,300
|
|
|
14,636
|
|
Electronics & Imaging
|
|
1,198
|
|
|
1,138
|
|
|
3,583
|
|
|
3,084
|
|
Nutrition & Biosciences
|
|
1,473
|
|
|
1,469
|
|
|
4,391
|
|
|
4,313
|
|
Transportation & Advanced Polymers
|
|
1,299
|
|
|
1,187
|
|
|
3,834
|
|
|
3,316
|
|
Safety & Construction
|
|
1,310
|
|
|
1,238
|
|
|
3,852
|
|
|
3,748
|
|
Corporate
|
|
159
|
|
|
75
|
|
|
331
|
|
|
212
|
|
Total
|
|
$
|
18,285
|
|
|
$
|
16,991
|
|
|
$
|
59,469
|
|
|
$
|
53,160
|
|
U.S. & Canada
|
|
$
|
6,339
|
|
|
$
|
6,113
|
|
|
$
|
23,952
|
|
|
$
|
21,862
|
|
EMEA 2
|
|
5,204
|
|
|
4,496
|
|
|
16,348
|
|
|
14,315
|
|
Asia Pacific
|
|
4,440
|
|
|
4,033
|
|
|
13,013
|
|
|
11,069
|
|
Latin America
|
|
2,302
|
|
|
2,349
|
|
|
6,156
|
|
|
5,914
|
|
Total
|
|
$
|
18,285
|
|
|
$
|
16,991
|
|
|
$
|
59,469
|
|
|
$
|
53,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Net Sales Variance by Segment and Geographic Region 1
|
|
|
|
Three Months Ended Sep 30, 2017
|
|
Nine Months Ended Sep 30, 2017
|
|
Percent change from prior year
|
|
Local Price & Product Mix
|
|
Currency
|
|
Volume
|
|
Portfolio / Other 3
|
|
Total
|
|
Local Price & Product Mix
|
|
Currency
|
|
Volume
|
|
Portfolio / Other 4
|
|
Total
|
|
Agriculture
|
|
(4
|
)%
|
|
2
|
%
|
|
(5
|
)%
|
|
3
|
%
|
|
(4
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
1
|
%
|
|
Performance Materials & Coatings
|
|
6
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
7
|
|
|
—
|
|
|
2
|
|
|
38
|
|
|
47
|
|
|
Industrial Intermediates & Infrastructure
|
|
12
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
16
|
|
|
9
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
13
|
|
|
Packaging & Specialty Plastics
|
|
1
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
8
|
|
|
7
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
11
|
|
|
Electronics & Imaging
|
|
(2
|
)
|
|
—
|
|
|
13
|
|
|
(6
|
)
|
|
5
|
|
|
(2
|
)
|
|
—
|
|
|
13
|
|
|
5
|
|
|
16
|
|
|
Nutrition & Biosciences
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
Transportation & Advanced Polymers
|
|
3
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
7
|
|
|
16
|
|
|
Safety & Construction
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
(2
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
3
|
|
|
Total
|
|
3
|
%
|
|
1
|
%
|
|
4
|
%
|
|
—
|
%
|
|
8
|
%
|
|
4
|
%
|
|
—
|
%
|
|
4
|
%
|
|
4
|
%
|
|
12
|
%
|
|
U.S. & Canada
|
|
1
|
%
|
|
—
|
%
|
|
3
|
%
|
|
—
|
%
|
|
4
|
%
|
|
3
|
%
|
|
—
|
%
|
|
3
|
%
|
|
3
|
%
|
|
9
|
%
|
|
EMEA 2
|
|
7
|
|
|
4
|
|
|
5
|
|
|
—
|
|
|
16
|
|
|
8
|
|
|
(1
|
)
|
|
4
|
|
|
3
|
|
|
14
|
|
|
Asia Pacific
|
|
2
|
|
|
—
|
|
|
10
|
|
|
(2
|
)
|
|
10
|
|
|
2
|
|
|
—
|
|
|
9
|
|
|
7
|
|
|
18
|
|
|
Latin America
|
|
(2
|
)
|
|
1
|
|
|
(4
|
)
|
|
3
|
|
|
(2
|
)
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
3
|
|
|
4
|
|
|
Total
|
|
3
|
%
|
|
1
|
%
|
|
4
|
%
|
|
—
|
%
|
|
8
|
%
|
|
4
|
%
|
|
—
|
%
|
|
4
|
%
|
|
4
|
%
|
|
12
|
%
|
|
1.
|
|
Pro forma net sales and net sales variance reflect the results of
Dow and DuPont as if the Merger had occurred on January 1, 2016.
|
|
2.
|
|
Europe, Middle East and Africa.
|
|
3.
|
|
Pro forma net sales for Agriculture excludes sales related to the
expected divestiture of a portion of Dow AgroSciences' corn seed
business for the periods July 1, 2016 through September 30, 2016 and
July 1, 2017 through August 31, 2017. Sales for the month of
September 2017 are included in Portfolio/Other. Portfolio/Other for
Electronics & Imaging reflects the recent divestitures of the SKC
Haas Display Films group of companies (divested on June 30, 2017)
and authentication business (divested on January 6, 2017).
Portfolio/Other for Nutrition & Biosciences reflects the global food
safety diagnostic business (divested on February 28, 2017).
|
|
4.
|
|
Pro forma net sales for Agriculture excludes sales related to the
expected divestiture of a portion of Dow AgroSciences' corn seed
business for the periods January 1, 2016 through September 30, 2016
and January 1, 2017 through August 31, 2017. Sales for the month of
September 2017 are included in Portfolio/Other. Portfolio/Other also
reflects sales from January 1, 2017 through May 31, 2017 related to
the ownership restructure of Dow Corning on June 1, 2016 (impacts
Performance Materials & Coatings, Electronics & Imaging and
Transportation & Advanced Polymers), the divestitures of SKC Haas
Display Films group of companies (divested on June 30, 2017) and the
authentication business (divested on January 6, 2017), impacting
Electronics & Imaging, and the global food safety diagnostic
business (divested on February 28, 2017), impacting Nutrition &
Biosciences.
|
|
|
|
|
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Selected Pro Forma Financial Information and Non-GAAP Measures
|
|
|
|
|
|
|
|
Pro Forma Operating EBITDA 1 by
Segment 2
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
In millions
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Agriculture
|
|
$
|
(239
|
)
|
|
$
|
(172
|
)
|
|
$
|
2,387
|
|
|
$
|
2,222
|
|
|
Performance Materials & Coatings
|
|
487
|
|
|
345
|
|
|
1,508
|
|
|
836
|
|
|
Industrial Intermediates & Infrastructure
|
|
676
|
|
|
401
|
|
|
1,605
|
|
|
1,183
|
|
|
Packaging & Specialty Plastics
|
|
1,147
|
|
|
1,386
|
|
|
3,424
|
|
|
3,856
|
|
|
Electronics & Imaging
|
|
382
|
|
|
341
|
|
|
1,119
|
|
|
842
|
|
|
Nutrition & Biosciences
|
|
315
|
|
|
321
|
|
|
950
|
|
|
918
|
|
|
Transportation & Advanced Polymers
|
|
325
|
|
|
303
|
|
|
954
|
|
|
769
|
|
|
Safety & Construction
|
|
351
|
|
|
282
|
|
|
905
|
|
|
903
|
|
|
Corporate
|
|
(223
|
)
|
|
(185
|
)
|
|
(624
|
)
|
|
(600
|
)
|
|
Total
|
|
$
|
3,221
|
|
|
$
|
3,022
|
|
|
$
|
12,228
|
|
|
$
|
10,929
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Significant Items by Segment (Pretax) 2
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
In millions
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Agriculture
|
|
$
|
(83
|
)
|
|
$
|
(14
|
)
|
|
$
|
(552
|
)
|
|
$
|
(49
|
)
|
|
Performance Materials & Coatings
|
|
—
|
|
|
(140
|
)
|
|
3
|
|
|
1,347
|
|
|
Industrial Intermediates & Infrastructure
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,312
|
)
|
|
Packaging & Specialty Plastics
|
|
199
|
|
|
—
|
|
|
336
|
|
|
(10
|
)
|
|
Electronics & Imaging
|
|
(50
|
)
|
|
(46
|
)
|
|
(53
|
)
|
|
436
|
|
|
Nutrition & Biosciences
|
|
(104
|
)
|
|
(158
|
)
|
|
52
|
|
|
(159
|
)
|
|
Transportation & Advanced Polymers
|
|
(68
|
)
|
|
(28
|
)
|
|
(72
|
)
|
|
272
|
|
|
Safety & Construction
|
|
(34
|
)
|
|
1
|
|
|
(299
|
)
|
|
—
|
|
|
Corporate
|
|
(649
|
)
|
|
(231
|
)
|
|
(1,253
|
)
|
|
(238
|
)
|
|
Total
|
|
$
|
(789
|
)
|
|
$
|
(616
|
)
|
|
$
|
(1,838
|
)
|
|
$
|
287
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Equity in Earnings (Losses) of Nonconsolidated
Affiliates 3 by Segment 2
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
In millions
|
|
|
|
|
|
Agriculture
|
|
$
|
(12
|
)
|
|
$
|
(3
|
)
|
|
$
|
(9
|
)
|
|
$
|
(3
|
)
|
|
Performance Materials & Coatings
|
|
39
|
|
|
31
|
|
|
171
|
|
|
126
|
|
|
Industrial Intermediates & Infrastructure
|
|
41
|
|
|
(7
|
)
|
|
101
|
|
|
(49
|
)
|
|
Packaging & Specialty Plastics
|
|
66
|
|
|
44
|
|
|
135
|
|
|
92
|
|
|
Electronics & Imaging
|
|
6
|
|
|
9
|
|
|
18
|
|
|
42
|
|
|
Nutrition & Biosciences
|
|
5
|
|
|
5
|
|
|
16
|
|
|
14
|
|
|
Transportation & Advanced Polymers
|
|
4
|
|
|
3
|
|
|
10
|
|
|
15
|
|
|
Safety & Construction
|
|
4
|
|
|
8
|
|
|
15
|
|
|
21
|
|
|
Corporate
|
|
8
|
|
|
(4
|
)
|
|
(15
|
)
|
|
(25
|
)
|
|
Total
|
|
$
|
161
|
|
|
$
|
86
|
|
|
$
|
442
|
|
|
$
|
233
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of "Pro forma income from continuing operations,
net of tax" to "Pro forma Operating EBITDA" 2
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
In millions
|
|
|
|
|
|
Pro forma income from continuing operations, net of tax
|
|
$
|
259
|
|
|
$
|
599
|
|
|
$
|
4,071
|
|
|
$
|
5,758
|
|
|
+ Provision for income taxes on continuing operations
|
|
392
|
|
|
101
|
|
|
1,113
|
|
|
611
|
|
|
Pro forma income from continuing operations before income taxes
|
|
$
|
651
|
|
|
$
|
700
|
|
|
$
|
5,184
|
|
|
$
|
6,369
|
|
|
+ Depreciation and amortization
|
|
1,389
|
|
|
1,366
|
|
|
4,095
|
|
|
3,851
|
|
|
- Interest income 4
|
|
65
|
|
|
56
|
|
|
169
|
|
|
135
|
|
|
+ Interest expense and amortization of debt discount
|
|
334
|
|
|
283
|
|
|
902
|
|
|
817
|
|
|
- Foreign exchange gains (losses), net 4
|
|
(123
|
)
|
|
(113
|
)
|
|
(378
|
)
|
|
(314
|
)
|
|
Pro forma EBITDA
|
|
$
|
2,432
|
|
|
$
|
2,406
|
|
|
$
|
10,390
|
|
|
$
|
11,216
|
|
|
- Adjusted significant items 5
|
|
(789
|
)
|
|
(616
|
)
|
|
(1,838
|
)
|
|
287
|
|
|
Pro forma Operating EBITDA
|
|
$
|
3,221
|
|
|
$
|
3,022
|
|
|
$
|
12,228
|
|
|
$
|
10,929
|
|
|
1.
|
|
The Company uses pro forma Operating EBITDA as its measure of
profit/loss for segment reporting. The Company defines pro forma
Operating EBITDA as 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 significant items.
|
|
2.
|
|
Pro forma information reflects the results of Dow and DuPont as if
the Merger had occurred on January 1, 2016.
|
|
3.
|
|
Does not exclude the impact of significant items.
|
|
4.
|
|
Included in "Sundry income (expense) - net."
|
|
5.
|
|
Adjusted significant items, excluding the impact of one-time
transaction costs directly attributable to the Merger and reflected
in the pro forma adjustments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Selected Pro Forma Financial Information and Non-GAAP Measures
|
|
|
|
|
|
|
|
|
|
Reconciliation of Pro Forma
Non-GAAP Measures
|
|
Pretax Impact 1
|
|
Net Income 2
|
|
EPS - Diluted 3
|
|
|
Three Months Ended Sep 30,
|
|
Nine Months Ended Sep 30,
|
|
Three Months Ended Sep 30,
|
|
Nine Months Ended Sep 30,
|
|
Three Months Ended Sep 30,
|
|
Nine Months Ended Sep 30,
|
|
In millions, except per share amounts
|
|
|
|
|
|
|
|
Significant Items Impacting Results
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
2016
|
|
2017
|
|
2016
|
|
Reported pro forma results
|
|
$
|
651
|
|
|
$
|
700
|
|
|
$
|
5,184
|
|
|
$
|
6,369
|
|
|
$
|
232
|
|
|
$
|
494
|
|
|
$
|
3,959
|
|
|
$
|
5,428
|
|
|
$
|
0.10
|
|
$
|
0.22
|
|
|
$
|
1.68
|
|
|
$
|
2.41
|
|
|
- Significant items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of Dow Corning ownership restructure 4
|
|
—
|
|
|
(212
|
)
|
|
—
|
|
|
2,106
|
|
|
—
|
|
|
(144
|
)
|
|
—
|
|
|
2,350
|
|
|
—
|
|
(0.06
|
)
|
|
—
|
|
|
1.05
|
|
|
Litigation related charges, awards and adjustments 5
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
|
(1,235
|
)
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
(778
|
)
|
|
—
|
|
—
|
|
|
(0.08
|
)
|
|
(0.35
|
)
|
|
Inventory step-up amortization 6
|
|
(367
|
)
|
|
—
|
|
|
(367
|
)
|
|
—
|
|
|
(298
|
)
|
|
—
|
|
|
(298
|
)
|
|
—
|
|
|
(0.13
|
)
|
—
|
|
|
(0.13
|
)
|
|
—
|
|
|
Asset impairments and other charges 7
|
|
—
|
|
|
(158
|
)
|
|
—
|
|
|
(158
|
)
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
(0.05
|
)
|
|
—
|
|
|
(0.05
|
)
|
|
Integration and separation costs 8
|
|
(459
|
)
|
|
(160
|
)
|
|
(997
|
)
|
|
(253
|
)
|
|
(315
|
)
|
|
(125
|
)
|
|
(677
|
)
|
|
(190
|
)
|
|
(0.14
|
)
|
(0.05
|
)
|
|
(0.29
|
)
|
|
(0.08
|
)
|
|
Restructuring and asset related
charges - net 9
|
|
(180
|
)
|
|
(17
|
)
|
|
(480
|
)
|
|
(461
|
)
|
|
(125
|
)
|
|
(14
|
)
|
|
(319
|
)
|
|
(314
|
)
|
|
(0.05
|
)
|
(0.01
|
)
|
|
(0.13
|
)
|
|
(0.14
|
)
|
|
Gain on sale of business/entity 10
|
|
227
|
|
|
—
|
|
|
396
|
|
|
375
|
|
|
135
|
|
|
—
|
|
|
226
|
|
|
220
|
|
|
0.06
|
|
—
|
|
|
0.10
|
|
|
0.09
|
|
|
Transaction costs and productivity actions 11
|
|
(10
|
)
|
|
(69
|
)
|
|
(58
|
)
|
|
(140
|
)
|
|
(6
|
)
|
|
(62
|
)
|
|
(37
|
)
|
|
(122
|
)
|
|
—
|
|
(0.03
|
)
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
Customer claims adjustment/recovery 12
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|
Income tax items 13
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
(196
|
)
|
|
(57
|
)
|
|
(0.11
|
)
|
—
|
|
|
(0.09
|
)
|
|
(0.02
|
)
|
|
Total significant items
|
|
$
|
(789
|
)
|
|
$
|
(616
|
)
|
|
$
|
(1,838
|
)
|
|
$
|
287
|
|
|
$
|
(876
|
)
|
|
$
|
(456
|
)
|
|
$
|
(1,516
|
)
|
|
$
|
1,032
|
|
|
$
|
(0.37
|
)
|
$
|
(0.20
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
0.46
|
|
|
- DuPont amortization of intangibles
|
|
(268
|
)
|
|
(267
|
)
|
|
(819
|
)
|
|
(814
|
)
|
|
(183
|
)
|
|
(180
|
)
|
|
(558
|
)
|
|
(550
|
)
|
|
(0.08
|
)
|
(0.08
|
)
|
|
(0.24
|
)
|
|
(0.25
|
)
|
|
Pro forma adjusted results (Non-GAAP)
|
|
$
|
1,708
|
|
|
$
|
1,583
|
|
|
$
|
7,841
|
|
|
$
|
6,896
|
|
|
$
|
1,291
|
|
|
$
|
1,130
|
|
|
$
|
6,033
|
|
|
$
|
4,946
|
|
|
$
|
0.55
|
|
$
|
0.50
|
|
|
$
|
2.56
|
|
|
$
|
2.20
|
|
|
1.
|
|
Pro forma "Income from continuing operations before income taxes."
|
|
2.
|
|
Pro forma "Net income available for DowDuPont Inc. common
stockholders." The income tax effect on significant items is
calculated based upon the enacted tax laws and statutory income tax
rates applicable in the tax jurisdiction(s) of the underlying
non-GAAP adjustment.
|
|
3.
|
|
Pro forma "Earnings per common share from continuing operations -
diluted."
|
|
4.
|
|
The three months ended September 30, 2016, includes a pretax loss of
$212 million for the fair value step-up in inventories, included in
"Cost of sales." In addition to the previously mentioned item, the
nine months ended September 30, 2016, includes the following items:
|
|
|
|
- Non-taxable gain of $2,445 million related to the Dow Corning
ownership restructure, included in "Sundry income (expense) - net."
|
|
|
|
- Pretax loss of $105 million for the fair value step-up in
inventories of Dow Corning, included in "Cost of sales."
|
|
|
|
- Pretax loss of $22 million related to the early redemption of debt
incurred by Dow Corning, included in "Equity in earnings of
nonconsolidated affiliates."
|
|
5.
|
|
The nine months ended September 30, 2017, includes a pretax loss of
$469 million related to an arbitration matter with Bayer CropScience
and a pretax gain of $137 million related to a patent infringement
matter with Nova Chemicals Corporation, both included in "Sundry
income (expense) - net." The nine months ended September 30, 2016,
includes a pretax loss of $1,235 million related to Dow's settlement
of the urethane matters class action lawsuit and the opt-out cases
litigation, included in "Sundry income (expense) - net."
|
|
6.
|
|
Pretax loss of $367 million for the fair value step-up in DuPont's
inventories as a result of the Merger, included in "Cost of sales"
($360 million) and the amortization of a basis difference related to
the fair value step-up in inventories, included in "Equity in
earnings of nonconsolidated affiliates" ($7 million).
|
|
7.
|
|
Pretax loss of $158 million related to the write-down of DuPont
indefinite lived intangible assets related to the realignment of
brand marketing strategies and a determination to phase out the use
of certain acquired trade names. The loss was recorded in
"Restructuring and asset related charges - net."
|
|
8.
|
|
Integration and separation costs related to the Merger and the
ownership restructure of Dow Corning, recorded in "Integration and
separation costs."
|
|
9.
|
|
Restructuring charges for Dow and DuPont were recorded in
"Restructuring and asset related charges - net." The three months
ended September 30, 2017, includes a pretax charge of $180 million
related to the DowDuPont Cost Synergy Program, including $169
million of severance and $11 million of asset impairments. In
addition to the previously mentioned items, the nine months ended
September 30, 2017, includes the following items:
|
|
|
|
- Pretax gain of $3 million related to adjustments to Dow's 2016
restructuring program.
|
|
|
|
- Pretax gain of $9 million related to adjustments to Dow's 2015
restructuring program.
|
|
|
|
- Pretax loss of $312 million, consisting of severance ($33 million)
and asset-related charges ($279 million), primarily associated with
actions to improve DuPont plant productivity.
|
|
|
|
The three months ended September 30, 2016, includes a charge of $17
million related to the identification of additional asset related
charges under the 2016 DuPont Global Cost Savings and Restructuring
Program ("2016 DuPont Plan"). In addition to the previously
mentioned item, the nine months ended September 30, 2016, includes
the following items:
|
|
|
|
- Restructuring plan incorporating actions related to the ownership
restructure of Dow Corning resulting in pretax charges of $449
million.
|
|
|
|
- Pretax loss of $5 million related to adjustments to Dow's 2015
restructuring program.
|
|
|
|
- Net pretax benefit of $85 million related to a reduction in
severance and related benefit costs, partially offset by additional
asset related charges, all under the 2016 DuPont Plan.
|
|
|
|
- Pretax loss of $75 million related to the decision to not re-start
the insecticide manufacturing facility at the DuPont site in La
Porte, Texas.
|
|
10.
|
|
The three months ended September 30, 2017, includes a pretax gain of
$227 million related to the sale of Dow's global EAA copolymers and
ionomers business, included in "Sundry income (expense) - net." In
addition to the previously mentioned item, the nine months ended
September 30, 2017, includes:
|
|
|
|
- Pretax gain of $162 million associated with the sale of DuPont's
global food safety diagnostics business, included in "Sundry income
(expense) - net."
|
|
|
|
- Pretax gain of $7 million related to post-closing adjustments on
the split-off of Dow's chlorine value chain, included in "Sundry
income (expense) - net."
|
|
|
|
The nine months ended September 30, 2016, includes the following
items:
|
|
|
|
- Pretax gain of $369 million recorded in "Sundry income (expense) -
net" associated with the sale of the DuPont (Shenzhen) Manufacturing
Limited entity.
|
|
|
|
- Pretax gain of $6 million related to post-closing adjustments on
the split-off of Dow's chlorine value chain, included in "Sundry
income (expense) - net."
|
|
11.
|
|
Includes implementation costs associated with Dow's restructuring
programs and other productivity actions, recorded in:
|
|
|
|
- "Cost of sales" ($8 million and $27 million in the three months
ended September 30, 2017 and 2016, respectively; and $49 million and
$84 million in the nine months ended September 30, 2017 and 2016,
respectively).
|
|
|
|
- "Selling, general and administrative expenses" ($2 million and $9
million in the three months ended September 30, 2017 and 2016,
respectively; and $9 million and $23 million in the nine months
ended September 30, 2017 and 2016, respectively).
|
|
|
|
- "Sundry income (expense) - net" ($33 million in the three and nine
months ended September 30, 2016).
|
|
12.
|
|
Pretax benefit of $53 million, recorded in "Cost of sales," related
to a reduction in customer claims accrual ($23 million) and
insurance recoveries for recovery of costs for customer claims ($30
million) related to the use of DuPont's Imprelis® herbicide.
|
|
13.
|
|
Income tax items were recorded in "Provision for income taxes." The
three months ended September 30, 2017, includes a tax charge of $267
million related to changes in tax attributes resulting from the
Merger, including a reduction in a deferred tax asset in Germany and
the recognition of deferred tax gains in the United States. In
addition to this item, the nine months ended September 30, 2017,
includes:
|
|
|
|
- Tax benefit of $100 million related to a reduction in DuPont's
unrecognized tax benefits, and reversal of associated interest, due
to the closure of various tax statutes of limitations.
|
|
|
|
- Tax charge of $29 million related to the elimination of a tax
benefit resulting from DuPont's second quarter 2017 principal U.S.
pension plan contribution.
|
|
|
|
The nine months ended September 30, 2016, includes a tax charge of
$57 million for an adjustment of an uncertain tax position
associated with a historical change in the legal ownership structure
of a Dow nonconsolidated affiliate.
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Common Shares Outstanding
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Shares in millions
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Sep 30, 2017
|
|
Sep 30, 2016
|
|
Dow common shares outstanding - basic 1
|
|
818.0
|
|
|
1,112.4
|
|
|
1,077.4
|
|
|
1,108.8
|
|
DuPont common shares outstanding - basic 2
|
|
750.2
|
|
|
1,113.2
|
|
|
992.2
|
|
|
1,113.2
|
|
DowDuPont common shares outstanding - basic 3
|
|
759.8
|
|
|
|
|
253.3
|
|
|
|
|
Total DowDuPont common shares outstanding - basic
|
|
2,328.0
|
|
|
2,225.6
|
|
|
2,322.9
|
|
|
2,222.0
|
|
Dilutive impact of Dow equity-based awards 1
|
|
11.9
|
|
|
15.0
|
|
|
16.2
|
|
|
14.8
|
|
Dilutive impact of DuPont equity-based awards 4
|
|
4.2
|
|
|
6.5
|
|
|
5.2
|
|
|
5.6
|
|
Dilutive impact of DowDuPont equity-based awards 3
|
|
5.6
|
|
|
|
|
1.9
|
|
|
|
|
Total DowDuPont common shares outstanding - diluted
|
|
2,349.7
|
|
|
2,247.1
|
|
|
2,346.2
|
|
|
2,242.4
|
|
1.
|
|
Reflects share amounts as reported by Dow in its Quarterly Reports
on Form 10-Q and Annual Report on Form 10-K for the periods
presented. The share amounts in the three- and nine-month periods
ended September 30, 2017, reflect a weighted averaging effect of Dow
shares outstanding prior to August 31, 2017. The three- and
nine-month periods ended September 30, 2016, excludes 96.8 million
shares because the effect of an assumed conversion of Dow preferred
stock into Dow common stock for these periods would have been
antidilutive.
|
|
2.
|
|
DuPont common shares outstanding - basic for all periods presented
reflects DuPont's common stock issued and outstanding at August 31,
2017, multiplied by the Merger Agreement conversion ratio of 1.2820.
The share amounts shown in the three- and nine-month periods ended
September 30, 2017, reflect a weighted averaging effect of DuPont
shares outstanding prior to August 31, 2017.
|
|
3.
|
|
DowDuPont share amounts for the three- and nine-month periods ended
September 30, 2017, reflect a weighted averaging effect of DowDuPont
shares outstanding after August 31, 2017.
|
|
4.
|
|
The "Dilutive impact of DuPont equity-based awards" reflects share
amounts as reported by DuPont in its Quarterly Reports on Form 10-Q
and Annual Report on Form 10-K for the periods presented, multiplied
by the Merger Agreement conversion ratio of 1.2820. The share
amounts shown in the three- and nine-month periods ended September
30, 2017, reflect a weighted averaging effect of DuPont shares
outstanding prior to August 31, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Unaudited Pro Forma Combined Statement of Income
|
|
For the Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
In millions, except per share amounts
|
|
DWDP 1
|
|
Historical DuPont 2
|
|
Reclass 3
|
|
Divestitures 4
|
|
Pro Forma 5
|
|
Pro Forma
|
|
Net sales
|
|
$
|
15,354
|
|
|
$
|
3,182
|
|
|
$
|
11
|
|
|
$
|
(225
|
)
|
|
$
|
(37
|
)
|
|
$
|
18,285
|
|
Cost of sales
|
|
12,170
|
|
|
2,054
|
|
|
115
|
|
|
(106
|
)
|
|
13
|
|
|
14,246
|
|
Other operating charges
|
|
—
|
|
|
141
|
|
|
(141
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Research and development expenses
|
|
522
|
|
|
302
|
|
|
(7
|
)
|
|
(26
|
)
|
|
5
|
|
|
796
|
|
Selling, general and administrative expenses
|
|
990
|
|
|
844
|
|
|
(217
|
)
|
|
(41
|
)
|
|
7
|
|
|
1,583
|
|
Other (loss) income, net
|
|
—
|
|
|
(112
|
)
|
|
112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of intangibles
|
|
244
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
148
|
|
|
423
|
|
Restructuring and asset related charges - net
|
|
179
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
180
|
|
Integration and separation costs
|
|
354
|
|
|
—
|
|
|
219
|
|
|
(9
|
)
|
|
(105
|
)
|
|
459
|
|
Equity in earnings of nonconsolidated affiliates
|
|
152
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
(4
|
)
|
|
161
|
|
Sundry income (expense) - net
|
|
361
|
|
|
—
|
|
|
(134
|
)
|
|
(1
|
)
|
|
—
|
|
|
226
|
|
Interest expense and amortization of debt discount
|
|
283
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
334
|
|
Income (loss) from continuing operations before income taxes
|
|
1,125
|
|
|
(353
|
)
|
|
2
|
|
|
(44
|
)
|
|
(79
|
)
|
|
651
|
|
Provision (credit) for income taxes on continuing operations
|
|
571
|
|
|
(124
|
)
|
|
2
|
|
|
(10
|
)
|
|
(47
|
)
|
|
392
|
|
Income (loss) from continuing operations, net of tax
|
|
554
|
|
|
(229
|
)
|
|
—
|
|
|
(34
|
)
|
|
(32
|
)
|
|
259
|
|
Net income attributable to noncontrolling interests
|
|
20
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
27
|
|
Net income (loss) attributable to DowDuPont Inc.
|
|
534
|
|
|
(234
|
)
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
|
232
|
|
Preferred stock dividends
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
Net income (loss) available for DowDuPont Inc. common stockholders
|
|
$
|
534
|
|
|
$
|
(236
|
)
|
|
$
|
—
|
|
|
$
|
(34
|
)
|
|
$
|
(32
|
)
|
|
$
|
232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share from continuing operations - basic
|
|
|
|
|
|
|
|
$
|
0.10
|
|
Earnings per common share from continuing operations - diluted
|
|
|
|
|
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic
|
|
|
|
|
|
|
|
2,328.0
|
|
Weighted-average common shares outstanding - diluted
|
|
|
|
|
|
|
|
2,349.7
|
|
1.
|
|
See the U.S. GAAP consolidated statements of income.
|
|
2.
|
|
Reflects DuPont activity for the period from July 1, 2017 to August
31, 2017.
|
|
3.
|
|
Certain reclassifications were made to conform to the presentation
that will be used for DowDuPont. The reclassifications are
consistent with those identified and disclosed in the Current Report
on Form 8-K/A filed with the SEC on October 26, 2017.
|
|
4.
|
|
Includes the following consummated or probable and identifiable
divestitures agreed to with certain regulatory agencies as a
condition of approval for the Merger, including: Dow’s global EAA
copolymers and ionomers business (divested on September 1, 2017); a
portion of Dow AgroSciences’ corn seed business in Brazil (for the
period of July 1, 2017 through August 31, 2017); and DuPont’s cereal
broadleaf herbicides and chewing insecticides portfolio as well as
its crop protection research and development pipeline and
organization (for the period of July 1, 2017 through August 31,
2017; September 2017 activity has been treated as discontinued
operations).
|
|
5.
|
|
Certain pro forma adjustments were made to illustrate the estimated
effects of the Merger, assuming that the Merger had been consummated
on January 1, 2016. The pro forma adjustments are consistent with
those identified and disclosed in the Current Report on Form 8-K/A
filed with the SEC on October 26, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Unaudited Pro Forma Combined Statement of Income
|
|
For the Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
In millions, except per share amounts
|
|
Historical Dow 1
|
|
Historical DuPont 2
|
|
Reclass 3
|
|
Divestitures 4
|
|
Pro Forma 5
|
|
Pro Forma
|
|
Net sales
|
|
$
|
12,483
|
|
|
$
|
4,917
|
|
|
$
|
27
|
|
|
$
|
(389
|
)
|
|
$
|
(47
|
)
|
|
$
|
16,991
|
|
|
Cost of sales
|
|
9,841
|
|
|
3,090
|
|
|
141
|
|
|
(166
|
)
|
|
34
|
|
|
12,940
|
|
|
Other operating charges
|
|
—
|
|
|
176
|
|
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Research and development expenses
|
|
399
|
|
|
410
|
|
|
(10
|
)
|
|
(36
|
)
|
|
7
|
|
|
770
|
|
|
Selling, general and administrative expenses
|
|
864
|
|
|
1,016
|
|
|
(249
|
)
|
|
(56
|
)
|
|
11
|
|
|
1,586
|
|
|
Other (loss) income, net
|
|
—
|
|
|
(16
|
)
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Amortization of intangibles
|
|
162
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
222
|
|
|
429
|
|
|
Restructuring and asset related charges - net
|
|
—
|
|
|
172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|
Integration and separation costs
|
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
(89
|
)
|
|
160
|
|
|
Equity in earnings of nonconsolidated affiliates
|
|
70
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
(6
|
)
|
|
86
|
|
|
Sundry income (expense) - net
|
|
(4
|
)
|
|
—
|
|
|
(32
|
)
|
|
(1
|
)
|
|
—
|
|
|
(37
|
)
|
|
Interest income
|
|
26
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest expense and amortization of debt discount
|
|
220
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
283
|
|
|
Income (loss) from continuing operations before income taxes
|
|
1,089
|
|
|
(56
|
)
|
|
7
|
|
|
(132
|
)
|
|
(208
|
)
|
|
700
|
|
|
Provision (credit) for income taxes on continuing operations
|
|
271
|
|
|
(69
|
)
|
|
7
|
|
|
(30
|
)
|
|
(78
|
)
|
|
101
|
|
|
Income from continuing operations, net of tax
|
|
818
|
|
|
13
|
|
|
—
|
|
|
(102
|
)
|
|
(130
|
)
|
|
599
|
|
|
Net income attributable to noncontrolling interests
|
|
14
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
20
|
|
|
Net income attributable to DowDuPont Inc.
|
|
804
|
|
|
9
|
|
|
—
|
|
|
(102
|
)
|
|
(132
|
)
|
|
579
|
|
|
Preferred stock dividends
|
|
85
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
85
|
|
|
Net income available for DowDuPont Inc. common stockholders
|
|
$
|
719
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(102
|
)
|
|
$
|
(130
|
)
|
|
$
|
494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share from continuing operations - basic
|
|
|
|
|
|
|
|
$
|
0.22
|
|
|
Earnings per common share from continuing operations - diluted
|
|
|
|
|
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic
|
|
|
|
|
|
|
|
2,225.6
|
|
|
Weighted-average common shares outstanding - diluted
|
|
|
|
|
|
|
|
2,247.1
|
|
|
1.
|
|
See the U.S. GAAP consolidated statements of income.
|
|
2.
|
|
See the consolidated statements of income included in DuPont's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2016.
|
|
3.
|
|
Certain reclassifications were made to conform to the presentation
that will be used for DowDuPont. The reclassifications are
consistent with those identified and disclosed in the Current Report
on Form 8-K/A filed with the SEC on October 26, 2017.
|
|
4.
|
|
Includes the following consummated or probable and identifiable
divestitures agreed to with certain regulatory agencies as a
condition of approval for the Merger, including: Dow’s global EAA
copolymers and ionomers business; a portion of Dow AgroSciences’
corn seed business in Brazil; and DuPont’s cereal broadleaf
herbicides and chewing insecticides portfolio as well as its crop
protection research and development pipeline and organization.
|
|
5.
|
|
Certain pro forma adjustments were made to illustrate the estimated
effects of the Merger, assuming that the Merger had been consummated
on January 1, 2016. The pro forma adjustments are consistent with
those identified and disclosed in the Current Report on Form 8-K/A
filed with the SEC on October 26, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Unaudited Pro Forma Combined Statement of Income
|
|
For the Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
In millions, except per share amounts
|
|
DWDP 1
|
|
Historical DuPont 2
|
|
Reclass 3
|
|
Divestitures 4
|
|
Pro Forma 5
|
|
Pro Forma
|
|
Net sales
|
|
$
|
42,418
|
|
|
$
|
18,349
|
|
|
$
|
84
|
|
|
$
|
(1,219
|
)
|
|
$
|
(163
|
)
|
|
$
|
59,469
|
|
Cost of sales
|
|
33,130
|
|
|
10,617
|
|
|
387
|
|
|
(523
|
)
|
|
65
|
|
|
43,676
|
|
Other operating charges
|
|
—
|
|
|
521
|
|
|
(521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Research and development expenses
|
|
1,343
|
|
|
1,159
|
|
|
(27
|
)
|
|
(104
|
)
|
|
19
|
|
|
2,390
|
|
Selling, general and administrative expenses
|
|
2,468
|
|
|
3,452
|
|
|
(583
|
)
|
|
(143
|
)
|
|
29
|
|
|
5,223
|
|
Other (loss) income, net
|
|
—
|
|
|
173
|
|
|
(173
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of intangibles
|
|
556
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
591
|
|
|
1,286
|
|
Restructuring and asset related charges - net
|
|
166
|
|
|
323
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
479
|
|
Integration and separation costs
|
|
599
|
|
|
—
|
|
|
605
|
|
|
(24
|
)
|
|
(183
|
)
|
|
997
|
|
Equity in earnings of nonconsolidated affiliates
|
|
402
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
(15
|
)
|
|
442
|
|
Sundry income (expense) - net
|
|
237
|
|
|
—
|
|
|
1
|
|
|
(12
|
)
|
|
—
|
|
|
226
|
|
Interest expense and amortization of debt discount
|
|
728
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
902
|
|
Income from continuing operations before income taxes
|
|
4,067
|
|
|
2,196
|
|
|
(33
|
)
|
|
(437
|
)
|
|
(609
|
)
|
|
5,184
|
|
Provision for income taxes on continuing operations
|
|
1,239
|
|
|
228
|
|
|
(33
|
)
|
|
(88
|
)
|
|
(233
|
)
|
|
1,113
|
|
Income from continuing operations, net of tax
|
|
2,828
|
|
|
1,968
|
|
|
—
|
|
|
(349
|
)
|
|
(376
|
)
|
|
4,071
|
|
Net income attributable to noncontrolling interests
|
|
85
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
112
|
|
Net income attributable to DowDuPont Inc.
|
|
2,743
|
|
|
1,948
|
|
|
—
|
|
|
(349
|
)
|
|
(383
|
)
|
|
3,959
|
|
Preferred stock dividends
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
Net income available for DowDuPont Inc. common stockholders
|
|
$
|
2,743
|
|
|
$
|
1,941
|
|
|
$
|
—
|
|
|
$
|
(349
|
)
|
|
$
|
(376
|
)
|
|
$
|
3,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share from continuing operations - basic
|
|
|
|
|
|
|
|
$
|
1.70
|
|
Earnings per common share from continuing operations - diluted
|
|
|
|
|
|
|
|
$
|
1.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic
|
|
|
|
|
|
|
|
2,322.9
|
|
Weighted-average common shares outstanding - diluted
|
|
|
|
|
|
|
|
2,346.2
|
|
1.
|
|
See the U.S. GAAP consolidated statements of income.
|
|
2.
|
|
Reflects DuPont activity for the period from January 1, 2017 to
August 31, 2017, prior to the Merger.
|
|
3.
|
|
Certain reclassifications were made to conform to the presentation
that will be used for DowDuPont. The reclassifications are
consistent with those identified and disclosed in the Current Report
on Form 8-K/A filed with the SEC on October 26, 2017.
|
|
4.
|
|
Includes the following consummated or probable and identifiable
divestitures agreed to with certain regulatory agencies as a
condition of approval for the Merger, including: Dow’s global EAA
copolymers and ionomers business (divested on September 1, 2017); a
portion of Dow AgroSciences’ corn seed business in Brazil (for the
period of January 1, 2017 through August 31, 2017); and DuPont’s
cereal broadleaf herbicides and chewing insecticides portfolio as
well as its crop protection research and development pipeline and
organization (for the period of January 1, 2017 through August 31,
2017; September 2017 activity has been treated as discontinued
operations).
|
|
5.
|
|
Certain pro forma adjustments were made to illustrate the estimated
effects of the Merger, assuming that the Merger had been consummated
on January 1, 2016. The pro forma adjustments are consistent with
those identified and disclosed in the Current Report on Form 8-K/A
filed with the SEC on October 26, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DowDuPont Inc.
|
|
Unaudited Pro Forma Combined Statement of Income
|
|
For the Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
In millions, except per share amounts
|
|
Historical Dow 1
|
|
Historical DuPont 2
|
|
Reclass 3
|
|
Divestitures 4
|
|
Pro Forma 5
|
|
Pro Forma
|
|
Net sales
|
|
$
|
35,138
|
|
|
$
|
19,383
|
|
|
$
|
108
|
|
|
$
|
(1,305
|
)
|
|
$
|
(164
|
)
|
|
$
|
53,160
|
|
Cost of sales
|
|
27,067
|
|
|
11,322
|
|
|
414
|
|
|
(557
|
)
|
|
62
|
|
|
38,308
|
|
Other operating charges
|
|
—
|
|
|
504
|
|
|
(504
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Research and development expenses
|
|
1,159
|
|
|
1,260
|
|
|
(30
|
)
|
|
(111
|
)
|
|
21
|
|
|
2,299
|
|
Selling, general and administrative expenses
|
|
2,393
|
|
|
3,355
|
|
|
(478
|
)
|
|
(150
|
)
|
|
33
|
|
|
5,153
|
|
Other (loss) income, net
|
|
—
|
|
|
407
|
|
|
(407
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of intangibles
|
|
387
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
666
|
|
|
1,201
|
|
Restructuring and asset related charges - net
|
|
452
|
|
|
159
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
614
|
|
Integration and separation costs
|
|
—
|
|
|
—
|
|
|
450
|
|
|
—
|
|
|
(197
|
)
|
|
253
|
|
Equity in earnings of nonconsolidated affiliates
|
|
191
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
(18
|
)
|
|
233
|
|
Sundry income (expense) - net
|
|
1,305
|
|
|
—
|
|
|
323
|
|
|
(7
|
)
|
|
—
|
|
|
1,621
|
|
Interest income
|
|
64
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest expense and amortization of debt discount
|
|
629
|
|
|
278
|
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
817
|
|
Income from continuing operations before income taxes
|
|
4,611
|
|
|
2,912
|
|
|
20
|
|
|
(497
|
)
|
|
(677
|
)
|
|
6,369
|
|
Provision for income taxes on continuing operations
|
|
291
|
|
|
643
|
|
|
20
|
|
|
(103
|
)
|
|
(240
|
)
|
|
611
|
|
Income from continuing operations, net of tax
|
|
4,320
|
|
|
2,269
|
|
|
—
|
|
|
(394
|
)
|
|
(437
|
)
|
|
5,758
|
|
Net income attributable to noncontrolling interests
|
|
54
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
75
|
|
Net income attributable to DowDuPont Inc.
|
|
4,266
|
|
|
2,255
|
|
|
—
|
|
|
(394
|
)
|
|
(444
|
)
|
|
5,683
|
|
Preferred stock dividends
|
|
255
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
255
|
|
Net income available for DowDuPont Inc. common stockholders
|
|
$
|
4,011
|
|
|
$
|
2,248
|
|
|
$
|
—
|
|
|
$
|
(394
|
)
|
|
$
|
(437
|
)
|
|
$
|
5,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share from continuing operations - basic
|
|
|
|
|
|
|
|
$
|
2.43
|
|
Earnings per common share from continuing operations - diluted
|
|
|
|
|
|
|
|
$
|
2.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic
|
|
|
|
|
|
|
|
2,222.0
|
|
Weighted-average common shares outstanding - diluted
|
|
|
|
|
|
|
|
2,242.4
|
|
1.
|
|
See the U.S. GAAP consolidated statements of income.
|
|
2.
|
|
See the consolidated statements of income included in DuPont's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2016.
|
|
3.
|
|
Certain reclassifications were made to conform to the presentation
that will be used for DowDuPont. The reclassifications are
consistent with those identified and disclosed in the Current Report
on Form 8-K/A filed with the SEC on October 26, 2017.
|
|
4.
|
|
Includes the following consummated or probable and identifiable
divestitures agreed to with certain regulatory agencies as a
condition of approval for the Merger, including: Dow’s global EAA
copolymers and ionomers business; a portion of Dow AgroSciences’
corn seed business in Brazil; and DuPont’s cereal broadleaf
herbicides and chewing insecticides portfolio as well as its crop
protection research and development pipeline and organization.
|
|
5.
|
|
Certain pro forma adjustments were made to illustrate the estimated
effects of the Merger, assuming that the Merger had been consummated
on January 1, 2016. The pro forma adjustments are consistent with
those identified and disclosed in the Current Report on Form 8-K/A
filed with the SEC on October 26, 2017.
|
|
|
|
|
®™ Trademark of The Dow Chemical Company ("Dow") or E. I. du Pont de
Nemours and Company ("DuPont") or affiliated companies of Dow or DuPont.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171102005608/en/
Source: DowDuPont