WILMINGTON, Del., Jan. 26, 2021 /PRNewswire/ -- On
December 31, 2020, DuPont
(NYSE:DD) commenced its exchange offer (the "Exchange
Offer")1 whereby DuPont stockholders can elect to tender
shares of DuPont common stock in exchange for shares of Nutrition
& Biosciences, Inc. ("N&B") common stock. Any shares of
N&B common stock remaining as a result of the participation
level in the Exchange Offer, will be distributed to DuPont
stockholders in a cleanup spin off. These transactions2
are part of DuPont's previously announced Reverse Morris Trust
transaction where it is combining its Nutrition & Biosciences
business with International Flavors & Fragrances (NYSE: IFF)
("IFF").
Today, in connection with the Exchange Offer, the Company
announced preliminary total company and Nutrition & Biosciences
segment results for fourth quarter and full year 2020.
Fourth Quarter and Full Year 2020 Preliminary Results
DuPont fourth quarter 2020 GAAP EPS from continuing operations
is expected to be in the range of $0.35 to $0.37 and
adjusted EPS3 is expected to be in the range of
$0.93 to $0.95 on net sales of approximately $5.25 billion. DuPont fourth quarter 2020 GAAP
income from continuing operations is expected to be in the range of
approximately $260 million to
$280 million and operating
EBITDA3 is expected to be in the range of $1.27 billion to $1.29
billion.
DuPont full year 2020 GAAP EPS from continuing operations is
expected to be in the range of $(3.97) to $(3.95)
and adjusted EPS3 is expected to be in the range of
$3.34 to $3.36 on net sales of approximately $20.40 billion. DuPont full year 2020 GAAP loss
from continuing operations is expected to be in the range of
approximately $(2.89) billion to
$(2.87) billion and operating
EBITDA3 is expected to be in a range of $5.03 billion to $5.05
billion.
- Nutrition & Biosciences operating EBITDA for the
fourth quarter 2020 is expected to be approximately $340 million on net sales of approximately
$1.50 billion and full year 2020
operating EBITDA is expected to be approximately $1.52 billion on net sales of approximately
$6.06 billion.
DuPont's financial closing procedures for the quarter and year
ended December 31, 2020 are not yet
complete. As a result, it is possible that the Company's actual
results may differ from these estimates due to the completion of
financial closing procedures and/or any developments that may arise
between now and the time the financial results for the fourth
quarter and year-end 2020 are finalized.
Reconciliation of Non-GAAP Measures
Reconciliation of Earnings (loss) per common
share from continuing operations - diluted
to Adjusted earnings per common share from continuing
operations (Unaudited)
|
|
Three Months
Ended
December 31, 2020
(Preliminary)
|
|
Twelve
Months Ended
December 31, 2020
(Preliminary)
|
Earnings (loss)
per common share from continuing operations - diluted
(GAAP)
|
|
$
0.35
|
-
|
$
0.37
|
|
$
(3.97)
|
-
|
$
(3.95)
|
Less: Significant
items charge 1
|
|
(0.09)
|
|
(5.35)
|
Less: Merger-related
amortization of intangibles
|
|
(0.50)
|
|
(1.99)
|
Less: Non-operating
pension / OPEB benefit
|
|
0.01
|
|
0.03
|
Adjusted earnings
per share from continuing operations - diluted
(Non-GAAP)
|
|
$
0.93
|
-
|
$
0.95
|
|
$
3.34
|
-
|
$
3.36
|
Reconciliation of Income (loss) from
continuing operations, net of tax to Operating EBITDA
In Millions (Unaudited)
|
|
Three Months
Ended
December 31, 2020
(Preliminary)
|
|
Twelve
Months Ended
December 31, 2020
(Preliminary)
|
Income (loss) from
continuing operations, net of tax (GAAP)
|
|
$
268
|
-
|
$
282
|
|
$
(2,885)
|
-
|
$
(2,871)
|
+ Benefit from income
taxes on continuing operations
|
|
(128)
|
-
|
(122)
|
|
(28)
|
-
|
(22)
|
Income (loss) from
continuing operations before income taxes
|
|
140
|
-
|
160
|
|
(2,913)
|
-
|
(2,893)
|
+ Depreciation and
amortization
|
|
768
|
|
3,094
|
- Interest
income
|
|
3
|
|
10
|
+ Interest
expense
|
|
155
|
|
674
|
- Non-operating
pension/OPEB benefit
|
|
8
|
|
32
|
- Foreign exchange
losses, net
|
|
(15)
|
|
(56)
|
- Significant items
charge 1
|
|
(203)
|
|
(4,157)
|
Operating EBITDA
(Non-GAAP)
|
|
$
1,270
|
-
|
$
1,290
|
|
$
5,026
|
-
|
$
5,046
|
1Significant items for the three and
twelve months ended December 31, 2020 on a pre-tax
and earnings (loss) per common share from continuing operations -
diluted (EPS) basis
consist of the following:
|
|
Three Months
Ended
December 31, 2020
(Preliminary)
|
|
Twelve Months
Ended
December 31, 2020
(Preliminary)
|
|
|
Pre-tax
|
|
EPS
|
|
Pre-tax
|
|
EPS
|
Integration and
separation costs
|
|
$
(125)
|
|
$
(0.16)
|
|
$
(594)
|
|
$
(0.65)
|
Restructuring and
asset related charges - net
|
|
(42)
|
|
(0.04)
|
|
(188)
|
|
(0.20)
|
Goodwill impairment
charges
|
|
-
|
|
-
|
|
(3,214)
|
|
(4.37)
|
Asset impairment
charges
|
|
-
|
|
-
|
|
(661)
|
|
(0.68)
|
Gain on
divestitures
|
|
3
|
|
0.01
|
|
593
|
|
0.46
|
N&B financing
activities - net
|
|
(39)
|
|
(0.04)
|
|
(93)
|
|
(0.10)
|
Income tax
only
|
|
-
|
|
0.14
|
|
-
|
|
0.19
|
Total significant
items
|
|
$
(203)
|
|
$
(0.09)
|
|
$
(4,157)
|
|
$
(5.35)
|
Conference Call
DuPont will announce its financial results for the fourth
quarter and full year ended December 31,
2020, on February 9, 2021. The
Company will host a live webcast of its conference call with
investors to discuss its results and business outlook at
8:00 a.m. ET on February 9, 2021. The slide presentation that
accompanies the conference call will be posted on the DuPont's
Investor Relations Events and Presentations page. A replay of the
webcast also will be available on the DuPont's Investor Relations
Events and Presentations page following the live event.
DuPont™, the DuPont Oval Logo, and all trademarks and service
marks denoted with ™, SM or ® are owned by
affiliates of DuPont de Nemours, Inc. unless otherwise noted.
1/26/2021
About DuPont
DuPont (NYSE: DD) is a global innovation leader with
technology-based materials, ingredients and solutions that help
transform industries and everyday life. Our employees apply diverse
science and expertise to help customers advance their best ideas
and deliver essential innovations in key markets including
electronics, transportation, construction, water, health and
wellness, food and worker safety. More information about the
company, its businesses and solutions can be found at
www.dupont.com. Investors can access information included on the
Investor Relations section of the website at
investors.dupont.com.
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.
Effective August 31, 2017, E. I. du Pont de Nemours ("EID")
and The Dow Chemical Company ("TDCC") each merged with subsidiaries
of DowDuPont Inc. (n/k/a "DuPont") and, as a result, EID and TDCC
became subsidiaries of the Company. On April
1, 2019, the Company completed the separation of the
materials science business through the spin-off of Dow Inc.,
("Dow") including Dow's subsidiary TDCC, (the "Dow Distribution").
On June 1, 2019, the Company completed the separation of the
agriculture business through the spin-off of Corteva, Inc.
("Corteva") including Corteva's subsidiary EID, (the "Corteva
Distribution and together with the Dow Distribution, the "DWDP
Distributions").
On December 15, 2019, DuPont and
IFF announced they had entered definitive agreements to combine
DuPont's Nutrition & Biosciences business with IFF in a
transaction that would result in IFF issuing shares to DuPont
shareholders, pending customary closing conditions.
Forward-looking statements address matters that are, to varying
degrees, uncertain and subject to risks, uncertainties and
assumptions, many of which that are beyond DuPont's control, that
could cause actual results to differ materially from those
expressed in any forward-looking statements. Forward-looking
statements are not guarantees of future results. Some of the
important factors that could cause DuPont's actual results to
differ materially from those projected in any such forward-looking
statements include, but are not limited to: (i) the parties'
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the proposed transaction with IFF;
changes in relevant tax and other laws, (ii) failure to obtain
anticipated tax treatment or any required financing or to satisfy
any of the other conditions to the proposed transaction with IFF,
(iii) the possibility that unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies that could impact the
value, timing or pursuit of the proposed transaction with IFF, (iv)
risks and costs and pursuit and/or implementation of the separation
of the N&B Business, including timing anticipated to complete
the separation, any changes to the configuration of businesses
included in the separation if implemented, (v) risks and costs
related to the Dow Distribution and the Corteva Distribution
including indemnification of certain legacy liabilities of
EID in connection with the Corteva Distribution; potential
liability arising from fraudulent conveyance and similar laws in
connection with the Distributions; failure to effectively manage
acquisitions, divestitures, alliances, joint ventures and other
portfolio changes, including meeting conditions under the Letter
Agreement entered in connection with the Corteva Distribution,
related to the transfer of certain levels of assets and businesses;
(vi) uncertainty as to the long-term value of DuPont common stock;
(vii) potential inability or reduced access to the capital markets
or increased cost of borrowings, including as a result of a credit
rating downgrade (viii) risks and uncertainties related to the
novel coronavirus (COVID-19) and the responses thereto (such as
voluntary and in some cases, mandatory quarantines as well as shut
downs and other restrictions on travel and commercial, social and
other activities) on DuPont's business, results of operations,
access to sources of liquidity and financial condition which depend
on highly uncertain and unpredictable future developments,
including, but not limited to, the duration and spread of the
COVID-19 outbreak, its severity, the actions to contain the virus
or treat its impact, and how quickly and to what extent normal
economic and operating conditions resume; (ix) risks and costs
related to the performance under and impact of the cost sharing
arrangement by and between DuPont, Corteva, EID and Chemours
related to future eligible PFAS liabilities; and (x) other risks to
DuPont's business, operations and results of operations discussed
in DuPont's annual report on Form 10-K for the year ended
December 31, 2019 and its subsequent reports on
Form 10-Q, Form 10-K and Form 8-K.
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.
Non-GAAP Financial Measures
This earnings release includes information that does not conform
to accounting principles generally accepted in the United States of America ("U.S. GAAP") and
are considered non-GAAP measures. Management uses these measures
internally for planning, forecasting and evaluating the performance
of the Company, including allocating resources. DuPont's management
believes these non-GAAP financial measures are useful to investors
because they provide additional information related to the ongoing
performance of DuPont to offer a more meaningful comparison related
to future results of operations. These non-GAAP financial measures
supplement disclosures prepared in accordance with U.S. GAAP and
should not be viewed as an alternative to U.S. GAAP. Furthermore,
such non-GAAP measures may not be consistent with similar measures
provided or used by other companies. Non-GAAP measures included in
this release are defined below.
Adjusted earnings per common share from continuing operations -
diluted ("Adjusted EPS"), is defined as earnings per common share
from continuing operations - diluted, excluding the after-tax
impact of significant items, after-tax impact of amortization
expense associated with intangibles acquired as part of the
DowDuPont Merger and the after-tax impact of non-operating pension
/ OPEB benefits / charges. Although amortization of EID intangibles
acquired as part of the DowDuPont Merger is excluded from these
non-GAAP measures, 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.
Operating EBITDA is defined as earnings (i.e. income (loss) from
continuing operations before income taxes) before interest,
depreciation, amortization, non-operating pension / OPEB benefits /
charges, and foreign exchange gains / losses, adjusted to exclude
significant items.
Significant items are items that arise outside the ordinary
course of the Company's business that management believes may cause
misinterpretation of underlying business performance, both
historical and future, based on a combination of some or all of the
item's size, unusual nature and infrequent occurrence. Management
classifies as significant items certain costs and expenses
associated with integration and separation activities related to
transformational acquisitions and divestitures as they are
considered unrelated to ongoing business performance.
(1) Subject to the terms and conditions of the Exchange
Offer.
(2) Closing of transaction with IFF is subject to customary closing
conditions.
(3) Adjusted EPS and Operating EBITDA are non-GAAP measures. See
page 4 for further discussion. Reconciliation to the most directly
comparable GAAP measure, including details of significant items
begins on page 2 of this communication.
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SOURCE DuPont