10-QPeriod: Q3 FY2017

EIDP, Inc. Quarterly Report for Q3 Ended Sep 30, 2017

Filed November 6, 2017For Securities:CTA-PBCTA-PA

Summary

E. I. du Pont de Nemours and Company (DuPont) filed its 10-Q for the period ending September 29, 2017, following its merger with Dow Chemical Company to form DowDuPont. The financial statements are presented under "Successor" (post-merger) and "Predecessor" (pre-merger) accounting bases, which are not comparable. The Successor period (September 1-30, 2017) shows a net loss of $295 million on net sales of $1,735 million. Key events include the completion of the DowDuPont merger and the commencement of integration and separation costs. The company also recorded significant goodwill ($45.5 billion) and other intangible assets as a result of the merger's fair value adjustments. For the nine months ended September 30, 2016 (Predecessor period), DuPont reported net income of $2.26 billion on net sales of $18.31 billion, indicating a substantial shift in financial performance due to the merger and accounting changes. The filing highlights ongoing restructuring efforts and significant PFOA litigation settlement costs impacting reported results.

Key Highlights

  • 1The company reported a net loss of $295 million for the Successor period (September 1-30, 2017) on net sales of $1,735 million, contrasting with a net income of $2.26 billion on net sales of $18.31 billion for the Predecessor nine months ended September 30, 2016.
  • 2The merger of E. I. du Pont de Nemours and Company with Dow Chemical Company to form DowDuPont was completed on August 31, 2017. Financial statements are presented separately for the 'Successor' (post-merger) and 'Predecessor' (pre-merger) periods, which are not comparable.
  • 3Significant accounting adjustments were made due to the merger, including the recording of approximately $45.5 billion in goodwill and $27.8 billion in other intangible assets, reflecting the fair value of DuPont's assets and liabilities.
  • 4The company incurred $71 million in integration and separation costs during the Successor period (Sept 1-30, 2017), reflecting expenses related to the merger and planned business separations.
  • 5Restructuring and asset-related charges totaled $40 million in the Successor period, primarily related to severance costs under the DowDuPont Cost Synergy Program, with further charges expected.
  • 6The company completed the FMC Transactions on November 1, 2017, divesting its Crop Protection business and acquiring FMC's Health and Nutrition business, impacting discontinued operations and the balance sheet.
  • 7Significant litigation matters, including the PFOA Multi-District Litigation settlement of $670.7 million (DuPont's share $335 million), continue to impact financial results, recognized in discontinued operations.

Frequently Asked Questions

The 'Successor' and 'Predecessor' accounting presentation is due to the completion of the merger between E. I. du Pont de Nemours and Company and Dow Chemical Company to form DowDuPont on August 31, 2017. The 'Successor' periods reflect financial data after the merger, with assets and liabilities reported at fair value (push-down accounting), while 'Predecessor' periods reflect historical accounting basis before the merger. These periods are not comparable.

The merger significantly impacted the balance sheet. Following the application of the acquisition method and push-down accounting, DuPont's assets and liabilities were revalued to fair value. This resulted in the recognition of approximately $45.5 billion in goodwill and $27.8 billion in other intangible assets, reflecting the significant purchase price allocation from the merger.

The FMC Transactions, completed on November 1, 2017, involved the divestiture of DuPont's Crop Protection business (Divested Ag Business) and the acquisition of FMC's Health and Nutrition business (Acquired H&N Business). The Divested Ag Business is reported as discontinued operations. The acquisition of the H&N business will be accounted for using the acquisition method, with its initial accounting still pending completion.

DuPont has been involved in significant litigation related to PFOA (perfluorooctanoic acid). The company, along with Chemours, settled a Multi-District Litigation (MDL) for $670.7 million. DuPont's portion of this settlement was $335 million, recognized as a charge in discontinued operations for the period January 1 through August 31, 2017. Further environmental accruals and potential liabilities related to PFOA and GenX also exist.