Exhibit 99.2

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Overview

Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017, The Dow Chemical Company and its consolidated subsidiaries (“Historical Dow”) and E. I. du Pont de Nemours and Company and its consolidated subsidiaries (“Historical DuPont”) each merged with subsidiaries of DowDuPont Inc. (“DowDuPont”) and as a result, Historical Dow and Historical DuPont became subsidiaries of DowDuPont (the “Merger”). Subsequent to the Merger, Historical Dow and Historical DuPont engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products. Dow Inc. (“Dow”) was formed as a wholly owned subsidiary of DowDuPont to serve as the holding company for the materials science business and Corteva Inc. (“Corteva”) was formed as a wholly owned subsidiary of DowDuPont to serve as the holding company for the agriculture business.

DowDuPont previously announced its intent to separate into three, independent, publicly traded companies through the pro rata distribution of all of the then-issued and outstanding shares of common stock of Dow to DowDuPont stockholders (the “Dow Distribution”) followed by the pro rata distribution of all of the then-issued and outstanding shares of common stock of Corteva to DowDuPont stockholders (the “Corteva Distribution” and, together with the Dow Distribution, the “Distributions”). The Dow Distribution was effected on April 1, 2019 and the Corteva Distribution was effected on June 1, 2019. Following the Distributions, DowDuPont continues to hold the specialty products business and on June 1, 2019, changed its registered name to DuPont de Nemours, Inc. (“DuPont”) (referred to in this Unaudited Pro Forma Financial Information prior to June 1, 2019 as DowDuPont and on or after June 1, 2019 as DuPont).

In contemplation of the Distributions and to achieve the respective credit profiles of each of the current companies, in the fourth quarter of 2018, DowDuPont consummated a public underwritten offer of eight series of senior unsecured notes (the “DowDuPont Notes”) in an aggregate principal amount of $12.7 billion and entered into a term loan agreement consisting of two term loan facilities (the “Term Loan Facilities”) in the aggregate principal amount of $3.0 billion. The funds from the Term Loan Facilities were not drawn as of March 31, 2019 but were drawn prior to the Corteva Distribution to fund cash contributions to Corteva. Additionally, DowDuPont issued approximately $1.4 billion in commercial paper in May 2019 in anticipation of the Corteva Distribution (the “Funding CP Issuance”). The DowDuPont Notes, Term Loan Facilities and Funding CP Issuance are collectively referred to herein as the “Financings”. The net proceeds from the Financings together with cash from operations were used to fund cash contributions to Dow and Corteva, and DowDuPont’s November 2018 $3.0 billion share repurchase program which was completed in the first quarter of 2019 (the “Share Repurchase Program”).

Spin-Off of Dow

Effective as of 5:00 p.m. on April 1, 2019, DowDuPont completed the Dow Distribution. Immediately after the Dow Distribution, DowDuPont does not beneficially own any equity interest in Dow and no longer consolidates Dow into its financial results. Beginning in the second quarter of 2019, Dow’s historical financial results for periods prior to April 1, 2019 will be reflected in DuPont’s consolidated financial statements as discontinued operations.

Spin-Off of Corteva

Effective as of 12:01 a.m. on June 1, 2019, DuPont completed the Corteva Distribution. Immediately after the Corteva Distribution, DuPont does not beneficially own any equity interest in Corteva and no longer consolidates Corteva into its financial results. Beginning in the second quarter of 2019, Corteva’s historical financial results for periods prior to June 1, 2019 will be reflected in DuPont’s consolidated financial statements as discontinued operations.

Reverse Stock Split

Immediately following the Corteva Distribution, on June 1, 2019, DuPont completed a 1-for-3 reverse stock split (the “Reverse Stock Split”) and as a result, DuPont common stockholders now hold one share of common stock of DuPont for every three shares held prior to the Reverse Stock Split. Beginning in the second quarter of 2019, DuPont’s historical financial statements and related notes will be retrospectively adjusted to reflect the Reverse Stock Split.

Last-in, First-out (“LIFO”) Accounting Policy Change

Prior to the Corteva Distribution, the specialty products business of DowDuPont recorded inventory under the LIFO, first-in, first-out and average cost methods. Effective after the Corteva Distribution, DuPont elected to change the method of accounting for inventories of the specialty products business recorded under the LIFO method to the average cost method. Beginning in the second quarter of 2019, DuPont’s historical financial statements and related notes will be retrospectively adjusted to reflect the LIFO accounting policy change.

 

1

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information and accompanying notes (the “pro forma financial statements”) are derived from DowDuPont’s historical consolidated financial statements and accompanying notes, adjusted to give effect to the Merger and the Distributions, which will be treated as discontinued operations, and the Financings, including the use of proceeds from such Financings (collectively “the Transactions”). The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the Transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results. Information in the pro forma financial statements is presented as follows:

 

•

The unaudited pro forma consolidated balance sheet is presented as if the Distributions, the borrowings under the Term Loan Facilities and Funding CP Issuance and use of proceeds from the Financings had been consummated on March 31, 2019.

 

•

The unaudited pro forma statements of operations for the three months ended March 31, 2019 and the years ended December 31, 2018 and 2017 give effect to the pro forma discontinued operations presentation of the materials science and agriculture businesses, further adjusted to present the Merger, Financings, and Distributions as if they had been consummated on January 1, 2017.

 

•

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 gives effect to the pro forma discontinued operations presentation of the materials science and agriculture businesses of Historical Dow as if they had been consummated on January 1, 2016.

 

•

The unaudited pro forma consolidated balance sheet and statements of operations are presented as if the LIFO accounting policy change and Reverse Stock Split had been consummated on January 1, 2016.

For purposes of DowDuPont’s financial statement presentation, Historical Dow was determined to be the accounting acquirer in the Merger, and Historical DuPont’s assets and liabilities were reflected at fair value as of the close of the Merger. As a result, the historical financial statements of Historical Dow for periods prior to the Merger are considered to be the historical financial statements of DowDuPont. Therefore, the unaudited pro forma consolidated statements of operations for the year ended December 31, 2016 reflect the results of Historical Dow’s operations only, adjusted to remove the results that are directly attributable to the operations of the Historical Dow materials science and agriculture businesses.

The pro forma financial statements are based on and should be read in conjunction with the separate historical financial statements contained in each of DowDuPont’s, Historical Dow’s, and Historical DuPont’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2019 and Annual Reports on Form 10-K for the year ended December 31, 2018. The pro forma financial statements, prepared in accordance with Article 11 of SEC Regulation S-X, are presented for informational purposes only, and do not purport to represent what DuPont’s results of operations or financial position would have been had the Transactions occurred on the dates indicated, nor do they purport to project the results of operations or financial position for any future period or as of any future date.

The unaudited pro forma consolidated statements of operations for the years ended December 31, 2018 and 2017 include costs of approximately $1.0 billion and $1.2 billion, respectively, previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with Financial Accounting Standards Board Accounting Standards Codification 205, “Presentation of Financial Statements” (“ASC 205”) and thus are reflected in DuPont’s pro forma income (loss) from continuing operations. A significant portion of these costs relate to Historical Dow and consist of leveraged services provided through service centers, as well as other corporate overhead costs related to information technology, finance, manufacturing, research & development, sales & marketing, supply chain, human resources, sourcing & logistics, legal & communications, public affairs & government affairs functions. These costs related to Historical Dow are no longer being incurred by DuPont after the Dow Distribution.

Pro forma provision (credit) for income taxes on continuing operations also includes the impact of the Tax Cuts and Jobs Act (“The Act”) which was enacted on December 22, 2017. The Act, among other things, reduces the U.S. federal corporate income tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax on earnings of foreign subsidiaries that were previously deferred, creates new provisions related to foreign sourced earnings, eliminates the domestic manufacturing deduction and moves to a territorial system. In accordance with Staff Accounting Bulletin 118, income tax effects of The Act were refined upon obtaining, preparing or analyzing additional information during the measurement period. As of December 31, 2018, DowDuPont completed its accounting for the tax effects of The Act.

One-time transaction-related costs incurred prior to, or concurrent with, the closing of the Merger and subsequent Distributions are not included in the unaudited pro forma consolidated statements of operations. In addition, the pro forma financial statements do not reflect restructuring or integration activities or other costs following the Distributions that may be incurred to achieve cost or growth synergies of DuPont. As no assurance can be made that these costs will be incurred or the growth synergies will be achieved, no adjustment has been made.

Effective as of June 1, 2019, DowDuPont, Corteva and Dow entered into an amendment and restatement of the Tax Matters Agreement, by and among DowDuPont, Corteva and Dow, effective as of April 1, 2019 (as so amended and restated, the “Amended and Restated Tax Matters Agreement”) to allocate certain liabilities and other items. The unaudited pro forma consolidated balance sheet as of March 31, 2019 does not reflect certain tax asset and liability balances that may differ from balances presented in the unaudited pro forma consolidated balance sheet below, pursuant to the implementation of the Amended and Restated Tax Matters Agreement. The unaudited pro forma consolidated balance sheet as of March 31, 2019

 

2

has been adjusted to reflect indemnification receivables and payables arising under the terms of the Amended and Restated Tax Matters Agreement related to certain tax payables and receivables. See Note 3 for further details. Management anticipates additional impacts from the Amended and Restated Tax Matters Agreement, however, the full financial impact cannot be determined at this time and will depend on, among other factors, the income of, and tax attributes generated and utilized by, each of DuPont, Corteva, Dow, and their respective subsidiaries, which, in each case, will be determined on or before the filing of the consolidated U.S. federal income tax return for the 2019 calendar year.

 

3

DuPont

Unaudited Pro Forma Consolidated Balance Sheet

as of March 31, 2019

 

		DowDuPont				Distribution of Dow1				Distribution of Corteva2				Historical Adjustments								DuPont Adjusted3				Financings and Separation Pro Forma Adjustments								DuPont Pro Forma
(in millions)		As Reported												Note 2								(subtotal)				Note 3
Assets
Current assets
Cash and cash equivalents		$	11,543			$	(3,001	)		$	(1,722	)		$	—							$	6,820			$	(4,785	)			(a	)		$	2,035
Marketable securities			119				(101	)			(6	)			—								12				—								12
Accounts and notes receivable – net			18,746				(8,773	)			(6,162	)			—								3,811				216				(c	)			4,027
Inventories			16,604				(6,938	)			(4,949	)			(369	)			(a	)			4,348				—								4,348
Other current assets			2,236				(639	)			(1,237	)			—								360				—								360
Total current assets			49,248				(19,452	)			(14,076	)			(369	)							15,351				(4,569	)							10,782
Investments
Investment in nonconsolidated affiliates			4,687				(2,901	)			(77	)			—								1,709				—								1,709
Other investments			2,791				(2,735	)			(28	)			—								28				—								28
Noncurrent receivables			415				(306	)			(68	)			—								41				—								41
Total investments			7,893				(5,942	)			(173	)			—								1,778				—								1,778
Net property			35,575				(21,256	)			(4,520	)			—								9,799				—								9,799
Goodwill			58,948				(9,817	)			(14,701	)			—								34,430				—								34,430
Other intangible assets			30,467				(4,093	)			(11,960	)			—								14,414				—								14,414
Deferred income tax assets			1,853				(1,374	)			(282	)			—								197				—								197
Deferred charges and other assets			5,801				(3,000	)			(2,137	)			—								664				—								664
Total assets		$	189,785			$	(64,934	)		$	(47,849	)		$	(369	)						$	76,633			$	(4,569	)						$	72,064
Liabilities and Equity
Current liabilities
Notes payable		$	2,995			$	(380	)		$	(2,615	)		$	—							$	—			$	1,384				(a	)		$	1,384
Long-term debt due within one-year			4,009				(2,282	)			(1,699	)			—								28				—								28
Accounts payable			12,068				(6,378	)			(2,978	)			—								2,712				—								2,712
Income taxes payable			836				(375	)			(17	)			—								444				—								444
Accrued and other current liabilities			8,672				(3,125	)			(3,943	)			—								1,604				103				(c	)			1,707
Total current liabilities			28,580				(12,540	)			(11,252	)			—								4,788				1,487								6,275
Long-term debt			34,966				(17,158	)			(5,182	)			—								12,626				2,994				(a	)			15,620
Other noncurrent liabilities
Deferred income tax liabilities			5,229				(69	)			(1,481	)			(91	)			(a	)			3,588				—								3,588
Pension and other postemployment benefits			15,626				(8,791	)			(5,519	)			—								1,316				—								1,316
Asbestos-related liabilities			1,133				(1,133	)			—				—								—				—								—
Other noncurrent obligations			10,153				(6,946	)			(1,955	)			—								1,252				—								1,252
Total other noncurrent liabilities			32,141				(16,939	)			(8,955	)			(91	)							6,156				—								6,156
Stockholders’ equity
Common stock			24				—				—				—								24				(16	)			(d	)			8
Additional paid-in capital			82,125				—				(21,761	)			—								60,364				(9,034	)			(b	)(e)			51,330
Retained earnings			29,764				(26,569	)			(2,917	)			(278	)			(a	)			—				—								—
Accumulated other comprehensive loss			(12,364	)			8,994				2,490				—								(880	)			—								(880	)
Unearned ESOP shares			(105	)			105				—				—								—				—								—
Treasury stock at cost			(7,000	)			—				—				—								(7,000	)			—								(7,000	)
Total stockholders’ equity			92,444				(17,470	)			(22,188	)			(278	)							52,508				(9,050	)							43,458
Noncontrolling interests			1,654				(827	)			(272	)			—								555				—								555
Total equity			94,098				(18,297	)			(22,460	)			(278	)							53,063				(9,050	)							44,013
Total liabilities and equity		$	189,785			$	(64,934	)		$	(47,849	)		$	(369	)						$	76,633			$	(4,569	)						$	72,064

 

1.	Represents the distribution of Dow in accordance with the discontinued operations guidance in ASC 205.

2.	Represents the distribution of Corteva in accordance with the discontinued operations guidance in ASC 205.

3.	Represents DuPont’s current best estimate of its unaudited pro forma consolidated balance sheet, reflecting the discontinued operations of Dow and Corteva and change in DuPont’s inventory accounting policy. Actual results could differ from these estimates.

See accompanying Notes to the Unaudited Pro Forma Financial Information.

 

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DuPont

Unaudited Pro Forma Consolidated Statement of Operations

for the Three Months Ended March 31, 2019

 

		DowDuPont				Distribution of Dow1				Distribution of Corteva2				Historical Adjustments								DuPont Adjusted3				Separation and Financings Pro Forma Adjustments								DuPont Pro Forma
(in millions, except per share amounts)		As Reported												Note 2								(subtotal)				Note 4
Net sales		$	19,649			$	(10,867	)		$	(3,368	)		$	—							$	5,414			$	—							$	5,414
Cost of sales			14,726				(8,917	)			(2,192	)			4				(a	)			3,621				22				(a	)			3,643
Research and development expenses			717				(163	)			(287	)			—								267				—								267
Selling, general and administrative expenses			1,672				(329	)			(617	)			—								726				—								726
Amortization of intangibles			474				(116	)			(102	)			—								256				—								256
Restructuring and asset related charges – net			287				(157	)			(59	)			—								71				—								71
Integration and separation costs			813				(44	)			(158	)			—								611				(173	)			(b	)			438
Equity in earnings of nonconsolidated affiliates			26				13				1				—								40				—								40
Sundry income – net			248				(99	)			(65	)			—								84				—								84
Interest expense and amortization of debt discount			454				(240	)			(63	)			—								151				29				(c	)			180
Income (loss) from continuing operations before income taxes			780				(987	)			46				(4	)							(165	)			122								(43	)
Provision (credit) for income taxes on continuing operations			209				(261	)			(34	)			(5	)			(a	)			(91	)			30				(a	)(b)(c)			(61	)
Income (loss) from continuing operations, net of tax			571				(726	)			80				1								(74	)			92								18
Net income from continuing operations attributable to noncontrolling interests			51				(32	)			(8	)			—								11				—								11
Net income (loss) from continuing operations available to DuPont common stockholders		$	520			$	(694	)		$	88			$	1							$	(85	)		$	92							$	7
Earnings per common share from continuing operations (Note 6):
Basic4		$	0.23																															$	0.01
Diluted4		$	0.23																															$	0.01
Weighted average common shares outstanding (Note 6):
Basic4			2,250.1																																750.0
Diluted4			2,259.2																																753.1

 

1.	Represents the distribution of Dow in accordance with the discontinued operations guidance in ASC 205.

2.	Represents the distribution of Corteva in accordance with the discontinued operations guidance in ASC 205.

3.

Represents DuPont’s current best estimate of its retrospectively revised historical consolidated statement of operations for the three months ended March 31, 2019 reflecting the discontinued operations of Dow and Corteva and change in inventory accounting policy. Actual results could differ from these estimates.

4.

Pro forma basic and diluted earnings per share is calculated by dividing pro forma net income available to DuPont common stockholders by pro forma weighted-average number of DuPont common shares outstanding. Pro forma net income available for DuPont common stockholders is reduced by $1 million of net income attributable to deferred stock awards, as these awards are considered participating securities due to DowDuPont’s practice of paying dividend equivalents on unvested shares. Pro forma weighted-average number of common shares outstanding has been adjusted to reflect DuPont’s 1-for-3 Reverse Stock Split for the three months ended March 31, 2019.

See accompanying Notes to the Unaudited Pro Forma Financial Information.

 

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DuPont

Unaudited Pro Forma Consolidated Statement of Operations

for the Year Ended December 31, 2018

 

		DowDuPont				Distribution of Dow1				Distribution of Corteva2				Historical Adjustments								DuPont Adjusted3				Separation and Financings Pro Forma Adjustments								DuPont Pro Forma
(in millions, except per share amounts)		As Reported												Note 2								(subtotal)				Note 4
Net sales		$	85,977			$	(49,224	)		$	(14,159	)		$	—							$	22,594			$	—							$	22,594
Cost of sales			65,333				(40,187	)			(9,838	)			(6	)			(a	)			15,302				74				(a	)			15,376
Research and development expenses			3,060				(670	)			(1,320	)			—								1,070				—								1,070
Selling, general and administrative expenses			6,709				(1,304	)			(2,377	)			—								3,028				—								3,028
Amortization of intangibles			1,903				(469	)			(390	)			—								1,044				—								1,044
Restructuring, goodwill impairment and asset related charges – net			1,105				(219	)			(739	)			—								147				—								147
Integration and separation costs			2,463				(135	)			(441	)			—								1,887				(493	)			(b	)			1,394
Equity in earnings of nonconsolidated affiliates			1,001				(554	)			—				—								447				—								447
Sundry income – net			592				(242	)			(258	)			—								92				—								92
Interest expense and amortization of debt discount			1,504				(1,062	)			(387	)			—								55				629				(c	)			684
Income (loss) from continuing operations before income taxes			5,493				(5,974	)			1,075				6								600				(210	)							390
Provision (credit) for income taxes on continuing operations			1,489				(1,471	)			191				5				(a	)			214				(42	)			(a	)(b)(c)			172
Income (loss) from continuing operations, net of tax			4,004				(4,503	)			884				1								386				(168	)							218
Net income from continuing operations attributable to noncontrolling interests			155				(101	)			(15	)			—								39				—								39
Net income (loss) from continuing operations available to DuPont common stockholders		$	3,849			$	(4,402	)		$	899			$	1							$	347			$	(168	)						$	179
Earnings per common share from continuing operations (Note 6):
Basic4		$	1.66																															$	0.21
Diluted4		$	1.65																															$	0.21
Weighted average common shares outstanding (Note 6):
Basic4			2,301.0																																767.0
Diluted4			2,315.5																																771.8

 

1.	Represents the distribution of Dow in accordance with the discontinued operations guidance in ASC 205.

2.	Represents the distribution of Corteva in accordance with the discontinued operations guidance in ASC 205.

3.	Represents DuPont’s current best estimate of its retrospectively revised historical consolidated statement of operations for the year ended December 31, 2018 reflecting the discontinued operations of Dow and Corteva. Actual results could differ from these estimates.

4.

Pro forma basic and diluted earnings per share is calculated by dividing pro forma net income available to DuPont common stockholders by pro forma weighted-average number of DuPont common shares outstanding. Pro forma net income available for DuPont common stockholders is reduced by $17 million of net income attributable to deferred stock awards, as these awards are considered participating securities due to DowDuPont’s practice of paying dividend equivalents on unvested shares. Pro forma weighted-average number of common shares outstanding has been adjusted to reflect DuPont’s 1-for-3 Reverse Stock Split for the year ended December 31, 2018.

See accompanying Notes to the Unaudited Pro Forma Financial Information.

 

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DuPont

Unaudited Pro Forma Combined Statement of Operations

for the Year Ended December 31, 2017

 

(in millions, except per		DowDuPont				Distribution of Dow1				Distribution of Corteva2				Historical Adjustments						DuPont Adjusted3				Historical DuPont As Adjusted (1/1/2017 - 8/31/2017)4				Merger Pro Forma Adjustments								Separation and Financings Pro Forma Adjustments						DuPont Pro Forma
share amounts)		As Reported												Note 2						(subtotal)				Note 5				Note 4								Note 4
Net sales		$	62,484			$	(43,449	)		$	(7,363	)		$	—					$	11,672			$	9,334			$	(6	)			(a	)		$	—					$	21,000
Cost of sales			49,791				(35,434	)			(5,199	)			400			(a)			9,558				6,263				138				(a	)(c)(f)			59			(a)			16,018
Research and development expenses			2,141				(669	)			(815	)			—						657				424				9				(c	)			—						1,090
Selling, general and administrative expenses			4,064				(1,322	)			(1,127	)			—						1,615				1,349				20				(c	)			—						2,984
Amortization of intangibles			1,013				(400	)			(108	)			—						505				101				404				(d	)			—						1,010
Restructuring, goodwill impairment and asset related charges – net			3,280				(2,740	)			(252	)			—						288				311				(9	)			(b	)			—						590
Integration and separation costs			1,101				(31	)			(63	)			—						1,007				356				(148	)			(b	)			(405	)		(b)			810
Equity in earnings of nonconsolidated affiliates			764				(394	)			(3	)			—						367				58				(15	)			(e	)			—						410
Sundry income (expense) – net			417				(28	)			(323	)			—						66				(135	)			—								—						(69	)
Interest expense and amortization of debt discount			1,082				(915	)			(167	)			—						—				—				—								684			(c)			684
Income (loss) from continuing operations before income taxes			1,193				(2,360	)			42				(400	)					(1,525	)			453				(435	)							(338	)					(1,845	)
(Credit) provision for income taxes on continuing operations5			(476	)			(1,250	)			335				(99	)		(a)			(1,490	)			(284	)			(133	)			(g	)			(120	)		(a)(b)(c)			(2,027	)
Income (loss) from continuing operations, net of tax			1,669				(1,110	)			(293	)			(301	)					(35	)			737				(302	)							(218	)					182
Net income from continuing operations attributable to noncontrolling interests			132				(101	)			(15	)			—						16				15				—								—						31
Net income (loss) from continuing operations available to DuPont common stockholders		$	1,537			$	(1,009	)		$	(278	)		$	(301	)				$	(51	)		$	722			$	(302	)						$	(218	)				$	151
Earnings per common share from continuing operations (Note 6):
Basic6		$	0.97																																							$	0.18
Diluted6		$	0.95																																							$	0.18
Weighted average common shares outstanding (Note 6):
Basic6			1,579.8																																								774.6
Diluted6			1,598.1																																								782.0

 

1.

Represents the distribution of Dow in accordance with the discontinued operations guidance in ASC 205. Reflects a full year of results of Historical Dow’s materials science business along with Historical DuPont’s materials science business for the post-merger period September 1 through December 31, 2017.

2.	Represents the distribution of Corteva in accordance with the discontinued operations guidance in ASC 205. Reflects a full year of results of Historical Dow’s agriculture business along with Historical DuPont’s agriculture business for the post-merger period September 1 through December 31, 2017.

3.	Represents DuPont’s current best estimate of its retrospectively revised historical consolidated statement of operations for the year ended December 31, 2017 reflecting the discontinued operations of Dow and Corteva. Actual results could differ from these estimates.

4.	Reflects Historical DuPont for the pre-merger period from January 1 through August 31, 2017 after giving effect to the distributions of Historical DuPont’s materials science and agriculture businesses, see Note 5 for further details.

5.

In connection with The Act, credit for income taxes on continuing operations includes a provisional benefit of $2,666 million related to the remeasurement of deferred taxes, partially offset by a provisional charge of $1,580 million related to the one-time transition tax liability for foreign subsidiaries.

6.

Pro forma basic and diluted earnings per share is calculated by dividing pro forma net income available to DuPont common stockholders by our pro forma weighted-average number of DuPont common shares outstanding. Pro forma net income available for DuPont common stockholders is reduced by $13 million of net income attributable to deferred stock awards, as these awards are considered participating securities due to DowDuPont’s practice of paying dividend equivalents on unvested shares. Pro forma weighted-average number of common shares outstanding has been adjusted to reflect DuPont’s 1-for-3 Reverse Stock Split for the year ended December 31, 2017.

See accompanying Notes to the Unaudited Pro Forma Financial Information.

 

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DuPont

Unaudited Pro Forma Consolidated Statement of Operations

for the Year Ended December 31, 2016

 

		DowDuPont				Distribution of Historical Dow Materials Science1				Distribution of Historical Dow Agriculture2				Historical Adjustments								DuPont Pro Forma3, 4
(in millions, except per share amounts)		As Reported												Note 2
Net sales		$	48,158			$	(36,099	)		$	(6,029	)		$	—							$	6,030
Cost of sales			37,668				(29,325	)			(3,891	)			5				(a	)			4,457
Research and development expenses			1,593				(606	)			(563	)			—								424
Selling, general and administrative expenses			2,953				(1,282	)			(697	)			—								974
Amortization of intangibles			544				(316	)			(18	)			—								210
Restructuring, goodwill impairment and asset related charges – net			595				(579	)			(11	)			—								5
Integration and separation costs			349				—				—				—								349
Asbestos-related charge			1,113				(1,113	)			—				—								—
Equity in earnings of nonconsolidated affiliates			442				(188	)			(5	)			—								249
Sundry income – net			1,486				(598	)			(40	)			—								848
Interest expense and amortization of debt discount			858				(827	)			(29	)			—								2
Income from continuing operations before income taxes			4,413				(2,837	)			(865	)			(5	)							706
Provision (credit) for income taxes on continuing operations			9				(281	)			100				(2	)			(a	)			(174	)
Income from continuing operations, net of tax			4,404				(2,556	)			(965	)			(3	)							880
Net income from continuing operations attributable to noncontrolling interests			86				(53	)			(7	)			—								26
Net income from continuing operations attributable to DuPont			4,318				(2,503	)			(958	)			(3	)							854
Preferred stock dividends			340				—				—				—								340
Net income from continuing operations available to DuPont common stockholders		$	3,978			$	(2,503	)		$	(958	)		$	(3	)						$	514
Earnings per common share from continuing operations (Note 6):
Basic5		$	3.57																			$	1.33
Diluted5		$	3.52																			$	1.31
Weighted average common shares outstanding (Note 6):
Basic5			1,108.1																				369.4
Diluted5			1,123.2																				374.4

 

1.	Represents the distribution of Historical Dow’s materials science business in accordance with the discontinued operations guidance in ASC 205.

2.	Represents the distribution of Historical Dow’s agriculture business in accordance with the discontinued operations guidance in ASC 205.

3.	Represents DuPont’s current best estimate of its unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 reflecting the discontinued operations of Historical Dow’s materials science and agriculture businesses. Actual results could differ from these estimates.

4.

The pro forma results for the year ended December 31, 2016, were impacted by a net pre-tax benefit of $374 million comprised of the following non-recurring items: a non-taxable gain of $828 million related to the Dow Silicones ownership restructuring reflected in sundry income—net; a benefit of $11 million for litigation related charges, awards and adjustments reflected in sundry income—net; integration and separation costs of $349 million; a $104 million charge for the fair value step-up of Dow Silicones’s inventories reflected in cost of sales; a pretax loss of $7 million related to the early redemption of debt incurred by Dow Silicones reflected in equity in earnings of nonconsolidated affiliates and restructuring, goodwill impairment and asset related charges—net of $5 million. In addition, the pro forma financial statements for the year ended December 31, 2016 include costs of approximately $1.0 billion previously allocated to our materials science and agriculture businesses that did not meet the definition of discontinued operations in accordance with ASC 205.

5.

Pro forma basic and diluted earnings per share is calculated by dividing pro forma net income available to DuPont common stockholders by pro forma weighted-average number of DuPont common shares outstanding. Pro forma net income available to DuPont common stockholders is reduced by $22 million of net income attributable to deferred stock awards, as these awards are considered participating securities due to DowDuPont’s practice of paying dividend equivalents on unvested shares. Pro forma weighted-average number of common shares outstanding has been adjusted to reflect DuPont’s 1-for-3 Reverse Stock Split for the year ended December 31, 2016.

See accompanying Notes to the Unaudited Pro Forma Financial Information.

 

8