DuPont de Nemours, Inc 8-K, filed Nov 2, 2022
DuPont de Nemours, Inc. (DD)
8-K
2022-11-02
For: 2022-11-01
View Original
Added on
April 10, 2026
About this 8-K
DuPont de Nemours, Inc filed this 8-K on November 2, 2022, reporting on events of November 1, 2022.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2022 (November 1, 2022 )
(Exact name of registrant as specified in its charter)
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(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.01 - Completion of Acquisition or Disposition of Assets.
As previously announced, on February 17, 2022, DuPont de Nemours, Inc., a Delaware corporation (the "Company" or "DuPont") and certain of its subsidiaries entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation, a Delaware Corporation ("Buyer"), pursuant to which, subject to the satisfaction of the conditions set forth in the Transaction Agreement, DuPont agreed to sell to Buyer a majority of the Company's historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Performance Resins and Advanced Solutions business lines, (the "M&M Business") for $11,000,000,000 in cash, subject to transaction adjustments in accordance with the Transaction Agreement (the "Transaction").
On November 1, 2022, DuPont and Buyer consummated the Transaction.
Item 5.02(b) – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 1, 2022, and in connection with the closing of the Transaction, Randy Stone, who served as President of DuPont Mobility & Materials, terminated employment with DuPont and transferred employment with the M&M Business to Buyer.
Item 7.01 - Regulation FD Disclosure
On November 1, 2022, DuPont issued a press release announcing the consummation of the Transaction, a copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this report, including Exhibit 99.1 attached hereto, are being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01 - Financial Statements and Exhibits
(b) Pro Forma Financial Information.
Unaudited pro forma consolidated financial information of DuPont, giving effect to the Transaction, is attached hereto as Exhibit 99.2.
(d) Exhibits.
| Press Release, dated November 1, 2022, regarding the consummation of the Transaction. | |||||
| DuPont’s Unaudited Pro Forma Consolidated Financial Statements. | |||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DUPONT DE NEMOURS, INC.
Registrant
Date: November 2, 2022
| By: | /s/ Michael G. Goss | |||||||||||||
| Name: | Michael G. Goss | |||||||||||||
| Title: | Vice President and Controller | |||||||||||||
99.1
NEWS RELEASE
DuPont Completes M&M Divestiture to Celanese
WILMINGTON, Del., November 1, 2022 – DuPont (NYSE:DD) today completed the previously announced divestiture of the majority of its former Mobility & Materials segment (the “M&M Business” or the “M&M Divestiture”) to Celanese for a purchase price of $11 billion in cash, subject to customary transaction adjustments in accordance with the transaction agreement dated February 17, 2022.
The results of the M&M Business were reclassified and reported as discontinued operations beginning in first quarter 2022 for current and historical periods.
The Company will provide further information, including intended use of proceeds, as part of its upcoming third quarter 2022 earnings conference call scheduled for November 8, 2022.
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.
For further information contact:
DuPont Investors:
Chris Mecray
chris.mecray@dupont.com
+1 302-999-2030
Media:
Dan Turner
daniel.a.turner@dupont.com
+1 302-996-8372
DuPontTM and all products, unless otherwise noted, denoted with TM, SM or ® are trademarks, service marks or registered trademarks of affiliates of Dunt de Nemours, Inc.
Exhibit 99.2
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Overview
On November 1, 2022, DuPont de Nemours, Inc. (“DuPont”) completed the previously announced divestiture of the majority of the Company’s historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Performance Resins and Advanced Solutions business lines (the “M&M Divestiture”), to Celanese Corporation (“Celanese”) for a purchase price of $11.0 billion in cash, subject to transaction adjustments in accordance with the Transaction Agreement (the “Transaction”). In addition, as previously announced on February 18, 2022, the Board of Directors approved the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture"), subject to entry into a definitive agreement and satisfaction of customary closing conditions. The Delrin® Divestiture together with the M&M Divestiture represent a strategic shift and therefore, beginning with DuPont’s quarterly report on Form-10-Q for the period ended March 31, 2022, both divestitures were reflected as discontinued operations, including prior periods.
Unaudited Pro Forma Financial Information
The following unaudited pro forma consolidated financial statements of DuPont were derived from its historical consolidated financial statements and are being presented to give effect to the Transaction. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2022 gives effect to the Transaction as if it had occurred on that date. DuPont has not included unaudited pro forma consolidated statements of operations for the six months ended June 30, 2022 as the Transaction was reflected as a component of discontinued operations within the consolidated statement of operations in DuPont’s Quarterly Report on Form 10-Q for June 30, 2022.
The unaudited pro forma consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019 give effect to the pro forma discontinued operations presentation of the Transaction as if the Transaction had occurred on January 1, 2019 and in accordance with Financial Accounting Standards Board Accounting Standards Codification 205, “Presentation of Financial Statements” (“ASC 205”) for those historical periods.
The unaudited pro forma consolidated financial statements should be read in conjunction with: (i) the accompanying notes to the unaudited pro forma consolidated financial statements, (ii) DuPont’s audited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in DuPont’s Annual Report on Form 10-K for the year ended December 31, 2021; and (iii) DuPont’s unaudited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in DuPont’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022.
The unaudited pro forma consolidated financial statements, prepared in accordance with Article 11 of Securities and Exchange Commission (“SEC”) Regulation S-X, are for informational purposes only and are not intended to be a complete presentation of DuPont’s operating results or financial position had the Transaction occurred as of and for the periods indicated, nor do they purport to project the results of operations or financial position for any future period or as of any future date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity.
DuPont de Nemours, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of June 30, 2022
| DuPont | M&M Divestiture | Pro Forma Adjustments | DuPont Pro Forma | |||||||||||||||||
| (in millions) | As Reported | Note 1 | Note 2 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Current Assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 1,439 | $ | 10,511 | $ | — | $ | 11,950 | ||||||||||||
Accounts and notes receivable – net | 2,267 | — | 41 | 2,308 | ||||||||||||||||
Inventories | 2,356 | — | — | 2,356 | ||||||||||||||||
| Prepaid and other current assets | 187 | — | — | 187 | ||||||||||||||||
| Assets of discontinued operations | 7,757 | (6,556) | — | 1,201 | ||||||||||||||||
Total current assets | 14,006 | 3,955 | 41 | 18,002 | ||||||||||||||||
| Net property | 5,564 | — | — | 5,564 | ||||||||||||||||
| Other Assets | ||||||||||||||||||||
Goodwill | 16,610 | — | — | 16,610 | ||||||||||||||||
Other intangible assets | 5,805 | — | — | 5,805 | ||||||||||||||||
| Restricted cash and cash equivalents | 53 | — | — | 53 | ||||||||||||||||
| Investments and noncurrent receivables | 836 | — | 836 | |||||||||||||||||
Deferred income tax assets | 137 | — | — | 137 | ||||||||||||||||
Deferred charges and other assets | 1,429 | — | — | 1,429 | ||||||||||||||||
Total other assets | 24,870 | — | — | 24,870 | ||||||||||||||||
| Total Assets | $ | 44,440 | $ | 3,955 | $ | 41 | $ | 48,436 | ||||||||||||
| Liabilities and Equity | ||||||||||||||||||||
| Current Liabilities | ||||||||||||||||||||
| Short-term borrowings | $ | 661 | $ | — | $ | — | $ | 661 | ||||||||||||
Accounts payable | 2,135 | — | 35 | 2,170 | ||||||||||||||||
Income taxes payable | 352 | — | — | 352 | ||||||||||||||||
| Accrued and other current liabilities | 1,004 | — | 33 | 1,037 | ||||||||||||||||
| Liabilities of discontinued operations | 1,342 | (1,184) | — | 158 | ||||||||||||||||
| Total current liabilities | 5,494 | (1,184) | 68 | 4,378 | ||||||||||||||||
| Long-Term Debt | 10,625 | — | — | 10,625 | ||||||||||||||||
| Other Noncurrent Liabilities | ||||||||||||||||||||
Deferred income tax liabilities | 590 | — | — | 590 | ||||||||||||||||
Pension and other post employment benefits | 694 | — | — | 694 | ||||||||||||||||
Other noncurrent obligations | 900 | — | 32 | 932 | ||||||||||||||||
Total other noncurrent liabilities | 2,184 | — | 32 | 2,216 | ||||||||||||||||
| Total Liabilities | 18,303 | (1,184) | 100 | 17,219 | ||||||||||||||||
| Equity | ||||||||||||||||||||
Total DuPont’s stockholders’ equity | 25,528 | 5,317 | (59) | 30,786 | ||||||||||||||||
Noncontrolling interests | 609 | (178) | — | 431 | ||||||||||||||||
| Total equity | 26,137 | 5,139 | (59) | 31,217 | ||||||||||||||||
| Total Liabilities and Equity | $ | 44,440 | $ | 3,955 | $ | 41 | $ | 48,436 | ||||||||||||
See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
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DuPont de Nemours, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
for the Year Ended December 31, 2021
| DuPont | M&M Divestiture | DuPont Adjusted | Other Discontinued Operations Adjustments | DuPont Pro Forma | |||||||||||||||||||
| (in millions, except per share amounts) | As Reported | Note 3 | (subtotal) | Note 4 | |||||||||||||||||||
| Net sales | $ | 16,653 | $ | (3,533) | $ | 13,120 | $ | (554) | $ | 12,566 | |||||||||||||
| Cost of sales | 10,803 | (2,481) | 8,322 | (351) | 7,971 | ||||||||||||||||||
| Research and development expenses | 618 | (57) | 561 | (4) | 557 | ||||||||||||||||||
| Selling, general and administrative expenses | 1,855 | (233) | 1,622 | (20) | 1,602 | ||||||||||||||||||
| Amortization of intangibles | 725 | (135) | 590 | (24) | 566 | ||||||||||||||||||
| Restructuring and asset related charges - net | 55 | (5) | 50 | — | 50 | ||||||||||||||||||
| Acquisition, integration and separation costs | 133 | (52) | 81 | — | 81 | ||||||||||||||||||
| Equity in earnings of nonconsolidated affiliates | 94 | (9) | 85 | — | 85 | ||||||||||||||||||
| Sundry income (expense) - net | 163 | (5) | 158 | (13) | 145 | ||||||||||||||||||
| Interest expense | 525 | — | 525 | — | 525 | ||||||||||||||||||
| Income from continuing operations before income taxes | 2,196 | (584) | 1,612 | (168) | 1,444 | ||||||||||||||||||
| Provision for (benefit from) income taxes on continuing operations | 392 | (128) | 264 | (27) | 237 | ||||||||||||||||||
| Income from continuing operations, net of tax | 1,804 | (456) | 1,348 | (141) | 1,207 | ||||||||||||||||||
| Net income from continuing operations attributable to noncontrolling interests | 48 | (18) | 30 | — | 30 | ||||||||||||||||||
| Net income from continuing operations attributable to DuPont common stockholders | $ | 1,756 | $ | (438) | $ | 1,318 | $ | (141) | $ | 1,177 | |||||||||||||
| Earnings per common share from continuing operations: | |||||||||||||||||||||||
Basic | $ | 3.24 | $ | 2.17 | |||||||||||||||||||
Diluted | $ | 3.23 | $ | 2.16 | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
Basic | 542.7 | 542.7 | |||||||||||||||||||||
Diluted | 544.2 | 544.2 | |||||||||||||||||||||
See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
3
DuPont
Unaudited Pro Forma Consolidated Statement of Operations
for the Year Ended December 31, 2020
| DuPont | M&M Divestiture | DuPont Adjusted | Other Discontinued Operations Adjustments | DuPont Pro Forma | |||||||||||||||||||
| (in millions, except per share amounts) | As Reported | Note 3 | (subtotal) | Note 4 | |||||||||||||||||||
| Net sales | $ | 14,338 | $ | (2,802) | $ | 11,536 | $ | (408) | $ | 11,128 | |||||||||||||
| Cost of sales | 9,508 | (2,156) | 7,352 | (289) | 7,063 | ||||||||||||||||||
| Research and development expenses | 625 | (56) | 569 | (4) | 565 | ||||||||||||||||||
| Selling, general and administrative expenses | 1,701 | (201) | 1,500 | (8) | 1,492 | ||||||||||||||||||
| Amortization of intangibles | 696 | (131) | 565 | (23) | 542 | ||||||||||||||||||
| Restructuring and asset related charges - net | 845 | (27) | 818 | (4) | 814 | ||||||||||||||||||
| Goodwill impairment charges | 3,214 | (1,140) | 2,074 | (212) | 1,862 | ||||||||||||||||||
| Acquisition, integration and separation costs | 177 | — | 177 | — | 177 | ||||||||||||||||||
| Equity in earnings of nonconsolidated affiliates | 187 | (19) | 168 | — | 168 | ||||||||||||||||||
| Sundry income (expense) - net | 667 | (19) | 648 | (16) | 632 | ||||||||||||||||||
| Interest expense | 672 | — | 672 | — | 672 | ||||||||||||||||||
| Loss from continuing operations before income taxes | (2,246) | 871 | (1,375) | 116 | (1,259) | ||||||||||||||||||
| Provision for (benefit from) income taxes on continuing operations | 160 | (47) | 113 | (23) | 90 | ||||||||||||||||||
| Loss from continuing operations, net of tax | (2,406) | 918 | (1,488) | 139 | (1,349) | ||||||||||||||||||
| Net income from continuing operations attributable to noncontrolling interests | 28 | (12) | 16 | — | 16 | ||||||||||||||||||
| Net loss from continuing operations available to DuPont common stockholders | $ | (2,434) | $ | 930 | $ | (1,504) | $ | 139 | $ | (1,365) | |||||||||||||
| Earnings per common share from continuing operations: | |||||||||||||||||||||||
Basic | $ | (3.31) | $ | (1.86) | |||||||||||||||||||
Diluted | $ | (3.31) | $ | (1.86) | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
Basic | 735.5 | 735.5 | |||||||||||||||||||||
Diluted | 735.5 | 735.5 | |||||||||||||||||||||
See accompanying Notes to the Unaudited Pro Forma Financial Information.
4
DuPont
Unaudited Pro Forma Consolidated Statement of Operations
for the Year Ended December 31, 2019
| DuPont | M&M Divestiture | DuPont Adjusted | Other Discontinued Operations Adjustments | DuPont Pro Forma | |||||||||||||||||||
| (in millions, except per share amounts) | As Reported | Note 3 | (subtotal) | Note 4 | |||||||||||||||||||
| Net sales | $ | 15,436 | $ | (3,266) | $ | 12,170 | $ | (467) | $ | 11,703 | |||||||||||||
| Cost of sales | 10,026 | (2,263) | 7,763 | (344) | 7,419 | ||||||||||||||||||
| Research and development expenses | 689 | (63) | 626 | (5) | 621 | ||||||||||||||||||
| Selling, general and administrative expenses | 2,057 | (207) | 1,850 | (8) | 1,842 | ||||||||||||||||||
| Amortization of intangibles | 701 | (131) | 570 | (25) | 545 | ||||||||||||||||||
| Restructuring and asset related charges - net | 152 | (15) | 137 | — | 137 | ||||||||||||||||||
| Goodwill impairment charges | 242 | — | 242 | — | 242 | ||||||||||||||||||
| Acquisition, integration and separation costs | 1,257 | — | 1,257 | — | 1,257 | ||||||||||||||||||
| Equity in earnings of nonconsolidated affiliates | 85 | — | 85 | — | 85 | ||||||||||||||||||
| Sundry income (expense) - net | 144 | (17) | 127 | (8) | 119 | ||||||||||||||||||
| Interest expense | 667 | — | 667 | — | 667 | ||||||||||||||||||
| (Loss) income from continuing operations before income taxes | (126) | (604) | (730) | (93) | (823) | ||||||||||||||||||
| Provision for (benefit from) income taxes on continuing operations | (2) | (109) | (111) | (23) | (134) | ||||||||||||||||||
| (Loss) income from continuing operations, net of tax | (124) | (495) | (619) | (70) | (689) | ||||||||||||||||||
| Net income from continuing operations attributable to noncontrolling interests | 29 | (9) | 20 | — | 20 | ||||||||||||||||||
| Net (loss) income from continuing operations available to DuPont common stockholders | $ | (153) | $ | (486) | $ | (639) | $ | (70) | $ | (709) | |||||||||||||
| Earnings (loss) per common share from continuing operations: | |||||||||||||||||||||||
Basic | $ | (0.21) | $ | (0.95) | |||||||||||||||||||
Diluted | $ | (0.21) | $ | (0.95) | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
Basic | 746.3 | 746.3 | |||||||||||||||||||||
Diluted | 746.3 | 746.3 | |||||||||||||||||||||
See accompanying Notes to the Unaudited Pro Forma Financial Information.
5
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following items resulted in adjustments in the unaudited pro forma consolidated financial statements:
NOTE 1
Cash and cash equivalents within the unaudited pro forma condensed consolidated balance sheet as of June 30, 2022 reflects the $11.0 billion purchase price as adjusted for preliminary and other adjustments in accordance with the Transaction Agreement. These adjustments include approximately $0.5 billion of cash transferred with the M&M business for which DuPont was reimbursed at closing resulting in a net adjustment of $10.5 billion.
The final purchase price will be determined subsequent to the closing of the Transaction to reflect adjustments in accordance with the Transaction Agreement, including final net working capital adjustments.
The M&M Divestiture reflects DuPont’s current best estimate of the assets, liabilities, and equity of the Transaction prepared in accordance with discontinued operations guidance set forth in ASC 205. These amounts are considered preliminary and as such, actual amounts could differ from these estimates.
NOTE 2
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2022 has been adjusted to reflect certain pro forma adjustments including indemnification balances arising under the terms of the Transaction Agreement related to pre-separation taxes payable and pension adjustments, as well as ongoing transactions with Celanese. DuPont anticipates additional impacts from the Transaction Agreement, however, the full financial impact cannot be determined at this time.
Use of the full proceeds from the Transaction are not reflected in the pro forma balance sheet because such uses are subject to management’s discretion and are not currently considered directly attributable to the Transaction.
NOTE 3
The unaudited pro forma consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019 have been adjusted to reflect the elimination of revenues, costs and expenses directly attributable to the Transaction.
NOTE 4
The unaudited pro forma consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019 reflect pro forma adjustments for the Delrin® Divestiture. The Delrin® Divestiture reflects DuPont’s current best estimate of the operations of the Delrin® Business prepared in accordance with discontinued operations guidance set forth in ASC 205. These amounts are considered preliminary and as such, actual amounts could differ from these estimates. The divestiture of the Delrin® business is subject to entry into a definitive agreement and satisfaction of customary closing conditions.
6