- Accelerates the tax-free spin-off of its Electronics business,
now targeting November 1, 2025
- DuPont to retain the Water business within its portfolio
- Reaffirms fourth quarter and full year 2024 net sales,
operating EBITDA and adjusted EPS financial guidance ahead of its
February 11th earnings
call
WILMINGTON, Del.,
Jan. 15,
2025 /PRNewswire/ -- DuPont (NYSE:DD) today announced
the acceleration of the separation of its Electronics business and
is now targeting November 1, 2025 to
complete the transaction. This decision recognizes the size and
importance of Electronics to the overall shareholder value creation
opportunity and DuPont's desire to complete the separation as
quickly as possible.
Additionally, DuPont no longer intends to separate its Water
business. The company evaluated all strategic alternatives and
concluded the best path to generate value is for the Water business
to remain in the DuPont portfolio. This also enhances DuPont's
ability to continue optimizing its portfolio following the
Electronics separation.
"We remain confident in the opportunity to create significant
shareholder value through the separation of the Electronics
business," said Ed Breen, DuPont
Executive Chairman. "Achieving an independent Electronics company
as soon as possible is the right decision for our
shareholders."
"We remain excited about the value creation opportunity for
DuPont following the Electronics separation," added Lori Koch, DuPont Chief Executive Officer. "The
decision for Water to remain with DuPont provides the new
organization with greater strategic flexibility over time and
another high growth business alongside Healthcare. We continue to
have conviction in the attractive outlook for Water and expect 2025
to be a strong year for the business."
Reaffirms Fourth Quarter and Full Year 2024 Financial
Outlook
DuPont reaffirms its fourth quarter and full year 2024 financial
guidance for net sales, operating EBITDA and adjusted EPS as
provided on November 5, 2024 as part
of its third quarter earnings release, including the expected
continued improved performance in Water.
About DuPont
DuPont (NYSE: DD) is a global
innovation leader with technology-based materials 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,
healthcare 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.
DuPont™ and all products, unless
otherwise noted, denoted
with ™, SM or ® are
trademarks, service marks or registered trademarks of affiliates of
DuPont de Nemours, Inc.
Overview
On May 22,
2024, DuPont announced a plan to separate each of its
Electronics and Water businesses in a tax-free manner to its
shareholders. On January 15, 2025,
DuPont announced it is targeting November 1,
2025, for the completion of the intended separation of the
Electronics business (the "Intended Electronics Separation").
DuPont also announced that it would retain the Water business.
The Intended Electronics Separation will not
require a shareholder vote and is subject to satisfaction of
customary conditions, including final approval by DuPont's Board of
Directors, receipt of tax opinion from counsel, the filing and
effectiveness of a Form 10 registration statement with the U.S.
Securities and Exchange Commission, applicable regulatory approvals
and satisfactory completion of financing.
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, "outlook," "stabilization," "confident,"
"preliminary," "initial," and similar expressions and variations or
negatives of these words. All statements, other than statements of
historical fact, are forward-looking statements, including
statements regarding outlook, expectations and guidance.
Forward-looking statements address matters that are, to varying
degrees, uncertain and subject to risks, uncertainties, and
assumptions, many of which that are beyond DuPont's control, that
could cause actual results to differ materially from those
expressed in any forward-looking statements.
Forward-looking statements are not guarantees of
future results. Some of the important factors that could cause
DuPont's actual results to differ materially from those projected
in any such forward-looking statements include, but are not limited
to: (i) the ability of DuPont to effect the Intended Electronics
Separation and to meet the conditions related thereto; (ii) the
possibility that the Intended Electronics Separation will not be
completed within the anticipated time period or at all; (iii) the
possibility that the Intended Electronics Separation will not
achieve its intended benefits; (iv) the impact of Intended
Electronics Separation on DuPont's businesses and the risk that the
separation may be more difficult, time-consuming or costly than
expected, including the impact on DuPont's resources, systems,
procedures and controls, diversion of management's attention and
the impact and possible disruption of existing relationships with
customers, suppliers, employees and other business counterparties;
(v) the possibility of disruption, including disputes, litigation
or unanticipated costs, in connection with the Intended Electronics
Separation; (vi) the uncertainty of the expected financial
performance of DuPont or the separated company following completion
of the Intended Electronics Separation; (vii) negative effects of
the announcement or pendency of the Intended Electronics Separation
on the market price of DuPont's securities and/or on the financial
performance of DuPont; (viii) the ability to achieve anticipated
capital structures in connection with Intended Electronics
Separation, including the future availability of credit and factors
that may affect such availability; (ix) the ability to achieve
anticipated credit ratings in connection with the Intended
Electronics Separation; (x) the ability to achieve anticipated tax
treatments in connection with the Intended Electronics Separation
and completed and future, if any, divestitures, mergers,
acquisitions and other portfolio changes and the impact of changes
in relevant tax and other laws; (xi) risks and uncertainties
related to the settlement agreement concerning PFAS liabilities
reached June 2023 with plaintiff
water utilities by Chemours, Corteva, EIDP and DuPont; (xii) risks
and costs related to each of the parties respective performance
under and the impact of the arrangement to share future eligible
PFAS costs by and among DuPont, Corteva and Chemours, including the
outcome of any pending or future litigation related to PFAS or
PFOA, including personal injury claims and natural resource damages
claims; the extent and cost of ongoing remediation obligations and
potential future remediation obligations; and changes in laws and
regulations applicable to PFAS chemicals; (xiii) indemnification of
certain legacy liabilities; (xiv) the failure to realize expected
benefits and effectively manage and achieve anticipated synergies
and operational efficiencies in connection with the Intended
Electronics Separation and completed and future, if any,
divestitures, mergers, acquisitions, and other portfolio
management, productivity and infrastructure actions; (xv) the risks
and uncertainties, including increased costs and the ability to
obtain raw materials and meet customer needs from, among other
events, pandemics and responsive actions; (xvi) timing and recovery
from demand declines in consumer-facing markets, including in
China; (xvii) adverse changes in
worldwide economic, political, regulatory, international trade,
geopolitical, capital markets and other external conditions; and
other factors beyond DuPont's control, including inflation,
recession, military conflicts, natural and other disasters or
weather-related events, that impact the operations of DuPont, its
customers and/or its suppliers; (xviii) the ability to offset
increases in cost of inputs, including raw materials, energy and
logistics; (xix) the risks associated with demand and market
conditions in the semiconductor industry and associated end
markets, including from continuing or expanding trade disputes or
restrictions, including on exports to China of U.S.-regulated products and
technology; (xx) the risks, including ability to achieve, and costs
associated with DuPont's sustainability strategy, including the
actual conduct of DuPont's activities and results thereof, and the
development, implementation, achievement or continuation of any
goal, program, policy or initiative discussed or expected; (xxi)
other risks to DuPont's business and operations, including the risk
of impairment; (xxii) the possibility that DuPont may fail to
realize the anticipated benefits of the $1
billion share repurchase program announced on February 6, 2024 and that the program may be
suspended, discontinued or not completed prior to its termination
on June 30, 2025; (xxiii) the risks
associated with the termination of the previously announced plan to
separate DuPont's Water business; and (xxiv) other risk factors
discussed in DuPont's most recent annual report and subsequent
current and periodic reports filed with the U.S. Securities and
Exchange Commission. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business or supply chain
disruption, operational problems, financial loss, legal liability
to third parties and similar risks, any of which could have a
material adverse effect on DuPont's consolidated financial
condition, results of operations, credit rating or liquidity. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. DuPont assumes no
obligation to publicly provide revisions or updates to any
forward-looking statements whether as a result of new information,
future developments or otherwise, should circumstances change,
except as otherwise required by securities and other applicable
laws.
Non-GAAP Financial
Measures
Operating EBITDA and adjusted EPS are
considered non-GAAP financial measures. 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. For more information on how DuPont
defines and uses these measures, please see "Non-GAAP Financial
Measures" in the Investor Overview presentation
available in the Investors section of www.dupont.com.
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SOURCE DuPont
