45
Table of Contents
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Summary of Pro Forma Adjustments
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Year Ended
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In millions (Unaudited)
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Dec 31, 2017
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Dec 31, 2016
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Net sales
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Intercompany transactions 1
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$
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(163
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)
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$
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(216
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)
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Cost of sales
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Intercompany transactions 1
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$
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(163
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)
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$
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(216
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)
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Policy harmonization 2
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11
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—
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Depreciation expense 3
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217
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326
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Total cost of sales
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$
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65
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$
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110
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Research and development expenses
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|
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Depreciation expense 3
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$
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19
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$
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29
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Selling, general and administrative expenses
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|
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Depreciation expense 3
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$
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29
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$
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43
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Amortization of intangibles
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Amortization expense 4
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$
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591
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$
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886
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Restructuring, goodwill impairment and asset related charges - net
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Transaction costs 5
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$
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(10
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)
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$
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—
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Integration and separation costs
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Transaction costs 5
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$
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(183
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)
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$
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(259
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)
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Equity in earnings of nonconsolidated affiliates
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Fair value of nonconsolidated affiliates 6
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$
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(15
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)
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$
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(25
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)
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Interest expense and amortization of debt discount
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Amortization of debt discount 7
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$
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(80
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)
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$
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(120
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)
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Total pro forma adjustments to income from continuing operations before income taxes
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$
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(609
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)
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$
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(930
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)
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Provision for income taxes on continuing operations 8
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Policy harmonization 2
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$
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(4
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)
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$
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—
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Depreciation expense 3
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(91
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)
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(132
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)
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Amortization expense 4
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(184
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)
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(280
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)
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Transaction costs 5
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22
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49
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Fair value of nonconsolidated affiliates 6
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(5
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)
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(8
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)
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Amortization of debt discount 7
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29
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44
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Total provision for income taxes on continuing operations
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$
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(233
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)
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$
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(327
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)
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Total pro forma adjustments to income from continuing operations, net of tax
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$
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(376
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)
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$
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(603
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)
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Net income attributable to noncontrolling interests
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|
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Reclass historical dividends 9
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$
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7
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$
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10
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Net income from continuing operations attributable to DowDuPont Inc.
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$
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(383
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)
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$
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(613
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)
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Preferred stock dividends
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Reclass historical dividends 9
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$
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(7
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)
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$
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(10
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)
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Net income from continuing operations available for DowDuPont Inc. common stockholders
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$
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(376
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)
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$
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(603
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)
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1.
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Elimination of intercompany transactions between Dow and DuPont.
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2.
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Adjustment to conform DuPont's accounting policy of deferring and amortizing expense for planned major maintenance activities with Dow's accounting policy of directly expensing the costs as incurred.
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3.
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Increase in depreciation expense for the fair value step-up of DuPont's property, plant and equipment.
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4.
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Increase in amortization expense for the fair value step-up of DuPont's finite-lived intangibles.
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5.
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Elimination of one-time transaction costs directly attributable to the Merger.
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6.
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Decrease in equity in earnings of nonconsolidated affiliates for the fair value adjustment to DuPont's investment in nonconsolidated affiliates.
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7.
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Decrease in interest expense related to amortization of the fair value adjustment to DuPont's long-term debt.
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8.
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Represents the income tax effect of the pro forma adjustments related to the Merger calculated using a blended statutory income tax rate, inclusive of state taxes. Management believes the blended statutory income tax rate resulting from this calculation provides a reasonable basis for the pro forma adjustments, however the effective tax rate of DowDuPont could be significantly different depending on the mix of activities.
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9.
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Reclassify historical dividends for DuPont preferred stock from "Preferred stock dividends" to "Net income attributable to noncontrolling interests."
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46
Table of Contents
SEGMENT RESULTS
Effective August 31, 2017, Dow and DuPont completed the previously announced merger of equals transaction pursuant to the Merger Agreement resulting in a newly formed corporation named DowDuPont. See Note 3 to the Consolidated Financial Statements for additional information on the Merger. As a result of the Merger, new operating segments were created which are used by management to allocate Company resources and assess performance. The new segments are aligned with the market verticals they serve, while maintaining integration and innovation strengths within strategic value chains. DowDuPont is comprised of nine operating segments, which are aggregated into eight reportable segments: Agriculture; Performance Materials & Coatings; Industrial Intermediates & Infrastructure; Packaging & Specialty Plastics; Electronics & Imaging; Nutrition & Biosciences; Transportation & Advanced Polymers; and Safety & Construction. Corporate contains the reconciliation between the totals for the reportable segments and the Company’s totals. The Company’s Nutrition & Biosciences reportable segment consists of two operating segments, Nutrition & Health and Industrial Biosciences, which individually did not meet the quantitative thresholds.
DowDuPont reported geographic information for the following regions: U.S. & Canada, Asia Pacific, Latin America, and EMEA. As a result of the Merger, Dow changed the geographic alignment for the country of India to be reflected in Asia Pacific (previously reported in EMEA) and aligned Puerto Rico to U.S. & Canada (previously reported in Latin America).
The Company’s measure of profit/loss for segment reporting purposes is Operating EBITDA (for the period of September 1, 2017 through December 31, 2017 and the twelve months ended December 31, 2015) and pro forma Operating EBITDA (for the period of January 1, 2017 through August 31, 2017 and the twelve months ended December 31, 2016) as this is the manner in which the Company’s chief operating decision maker (“CODM”) assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., "Income from continuing operations before income taxes”) before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of significant items. Pro forma Operating EBITDA is defined as pro forma earnings (i.e. Pro forma Income from continuing operations before income taxes) before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of adjusted significant items. Reconciliations of these measures can be found in Note 24 to the Consolidated Financial Statements. The Company also presents pro forma net sales for 2017 and 2016 as it is included in management’s measure of segment performance and is regularly reviewed by the CODM.
Pro forma adjustments used in the calculation of pro forma net sales and pro forma Operating EBITDA were determined in accordance with Article 11 of Regulation S-X and were based on the historical consolidated financial statements of Dow and DuPont, adjusted to give effect to the Merger as if it had been consummated on January 1, 2016. For additional information on the pro forma adjustments made, see Supplemental Unaudited Pro Forma Combined Financial Information in the preceding section.
AGRICULTURE
The Agriculture segment leverages the Company’s technology, customer relationships and industry knowledge to improve the quantity, quality and safety of the global food supply and the global production agriculture industry. Land available for worldwide agricultural production is increasingly limited so production growth will need to be achieved principally through improving crop yields and productivity. The segment’s two global businesses, Seed and Crop Protection, deliver a broad portfolio of products and services that are specifically targeted to achieve gains in crop yields and productivity, including well-established brands of seed products, crop chemicals, seed treatment, agronomy and digital services. R&D focuses on leveraging germplasm and plant science technology to increase farmer productivity and to enhance the value of grains and oilseeds through improved seed traits, superior seed germplasm and effective use of crop protection solutions.
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Agriculture
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In millions
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2017
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2016
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2015
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Net sales
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$
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7,516
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$
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6,173
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$
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6,327
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Pro forma net sales
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$
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14,342
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$
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14,060
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Operating EBITDA
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$
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971
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$
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833
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Pro forma Operating EBITDA
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$
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2,611
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$
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2,322
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Equity earnings
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$
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3
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$
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5
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$
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3
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