8-K

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)

DuPont de Nemours, Inc.

(Exact name of registrant as specified in its charter)

            

Delaware	001-38196	81-1224539
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

974 Centre Road,	Building 730	Wilmington,	Delaware	19805
(Address of Principal Executive Offices)				(Zip Code)

(302) 774-3034

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DD	New York Stock Exchange

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.

99.1	Press Release, dated November 1, 2022, regarding the consummation of the Transaction.
99.2	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

EX-99.1

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, SMor ® are trademarks, service marks or registered trademarks of affiliates of Dunt de Nemours, Inc.

EX-99.2

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.

2

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

XML

Cover Document	Nov. 01, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2022
Entity File Number	001-38196
Entity Registrant Name	DuPont de Nemours, Inc.
Entity Central Index Key	0001666700
Entity Tax Identification Number	81-1224539
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	974 Centre Road,
Entity Address, Address Line Two	Building 730
Entity Address, City or Town	Wilmington,
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19805
City Area Code	(302)
Local Phone Number	774-3034
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	DD
Security Exchange Name	NYSE