DuPont de Nemours Inc.

05/02/2025 | Press release | Distributed by Public on 05/02/2025 08:00

EXPLANATORY NOTE (Form 8-K)

EXPLANATORY NOTE
DuPont de Nemours, Inc., (the "Registrant") is filing this Exhibit 99.1 to recast the consolidated financial statements of the Registrant together with its consolidated subsidiaries (collectively "DuPont" or the "Company") in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission ("SEC") on February 14, 2025 (the "2024 Form 10-K") to reflect the changes in the Company's reportable segments.
The Company has revised the following portions of the 2024 Form 10-K to reflect the changes to the reportable segments:
Part 1, Item 1. Business
Part 1, Item 2. Properties
Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Part II, Item 8. Financial Statements and Supplementary Data
Except as specifically set forth herein as required to reflect the change in the Company's segment reporting structure, this filing does not purport to update for any other information, developments, transactions, changes in outlook, expectations, estimates or assumptions, risks or any other known trends, events or uncertainties that have arisen since the Company's 2024 Form 10-K was filed on February 14, 2025 or are otherwise known to management. More current information regarding events subsequent to the filing of the Company's 2024 Form 10-K is contained in the Company's first quarterly report on Form 10-Q for the three months ended March 31, 2025, filed with the SEC on May 2, 2025 ("quarterly report on Form 10-Q for the three months ended March 31, 2025") and the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders filed on April 3, 2025 subsequent to the filing of the Company's 2024 Form 10-K. This Exhibit 99.1 should be read in conjunction with the Company's 2024 Annual Report on Form 10-K and those other subsequent filings with the SEC, including the quarterly report on Form 10-Q for the three months ended March 31, 2025. These subsequent SEC filings contain important information regarding events, risks, developments and updates affecting the Company that have occurred since the filing of the Company's 2024 Form 10-K. The information contained herein is not an amendment to, or a restatement of, the Company's 2024 Form 10-K.
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DuPont de Nemours, Inc.
ANNUAL REPORT ON FORM 10-K
UPDATED BY THIS CURRENT REPORT ON FORM 8-K
For the year ended December 31, 2024
TABLE OF CONTENTS
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DuPont de Nemours, Inc.
DuPontTM and all products, unless otherwise noted, denoted with TM, SMor ® 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, (the "Previously Intended Business Separations"). 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.
Effective in the first quarter of 2025, in light of the Intended Electronics Separation, the Company realigned its management and reporting structure. This realignment resulted in a change in reportable segments in the first quarter of 2025 which changed the manner in which the Company reports financial results by segment, (the "2025 Segment Realignment"). As a result, commencing with the first quarter of 2025, the businesses to be separated as part of the Intended Electronics Separation are reported separately from the other businesses of DuPont. The Consolidated Financial Statements have been recast for all periods presented to reflect the new two segment reporting structure.
On November 1, 2023, DuPont completed the divestiture of the Delrin® acetal homopolymer (H-POM) business to TJC LP, (the "Delrin® Divestiture"). On November 1, 2022, DuPont completed the divestiture of the majority of the historic Mobility & Materials segment, (the "M&M Divestiture"). The results of operations for the year ended December 31, 2023, present the financial results of the Delrin® Divestiture as discontinued operations. The results of operations for the year ended December 31, 2022, present the financial results of both the M&M Divestiture and the Delrin® Divestiture as discontinued operations. Unless otherwise indicated, the discussion of results, including the financial measures further discussed below, refers only to DuPont's Continuing Operations and does not include discussion of balances or activity of the M&M Divestiture or the Delrin® Divestiture.
FORWARD-LOOKING STATEMENTS
This document 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, including with respect to the potential impact of tariffs and discussion of trade sensitivity and macroeconomic uncertainties. 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.
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