EX-99.2
3
ex-992.htm
EX-99.2
EX-99.2
Exhibit 99.2
E. I. DU PONT DE NEMOURS AND COMPANY
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On February 1, 2013, E. I. du Pont de Nemours and Company ("DuPont") completed the previously disclosed sale of its Performance Coatings business for $4.9 billion in cash (about $4.0 billion after-tax) and the assumption of certain liabilities to Flash Bermuda Co, Ltd., a Bermuda exempt limited liability company formed by the affiliates of The Carlyle Group.
The unaudited pro forma consolidated financial information of DuPont presented below was derived from DuPont's historical consolidated financial statements and is being presented to give effect to the disposition of Performance Coatings. The unaudited pro forma consolidated balance sheet assumes the disposition of Performance Coatings occurred on December 31, 2012, including the expected use of proceeds to repurchase and retire $1 billion of common stock under the December 2012 share repurchase program. Unaudited pro forma consolidated income statements for the three most recently completed fiscal years are not presented as Performance Coatings has been reflected as discontinued operations in the company's historical information.
The pro forma adjustments are based on the best information available and assumptions that management believes are factually supportable. The unaudited pro forma consolidated financial information is for illustrative and informational purposes only and is not intended to reflect what DuPont's financial position would have been had the disposition occurred on the date indicated and is not necessarily indicative of DuPont's future financial position.
The unaudited pro forma financial information should be read in conjunction with the historical financial statements and accompanying notes of DuPont included in its 2012 Annual Report filed on Form 10-K.
E. I. du Pont de Nemours and Company
Consolidated Balance Sheet
(In millions - unaudited)
December 31, 2012
As Reported
Disposition of Performance Coatings (a)
Pro Forma Adjustments (b)
Pro Forma
Assets
Current assets
Cash and cash equivalents
$
4,284
$
3,900
$
8,184
Marketable securities
123
123
Accounts and notes receivable, net
5,452
(285
)
5,167
Inventories
7,422
7,422
Prepaid expenses
204
204
Deferred income taxes
650
(35
)
615
Assets held for sale
3,056
(3,056
)
-
Total current assets
21,191
(3,056
)
3,580
21,715
Property, plant and equipment
31,826
31,826
Less: Accumulated depreciation
19,085
19,085
Net property, plant and equipment
12,741
12,741
Goodwill
4,616
4,616
Other intangible assets
5,126
5,126
Investment in affiliates
1,163
1,163
Deferred income taxes
3,939
3,939
Other assets
960
960
Total
$
49,736
$
(3,056
)
$
3,580
$
50,260
Liabilities and Equity
Current liabilities
Accounts payable
$
4,853
$
4,853
Short-term borrowings and capital lease obligations
1,275
1,275
Income taxes
340
600
940
Other accrued liabilities
5,997
5,997
Liabilities related to assets held for sale
1,084
(1,084
)
-
Total current liabilities
13,549
(1,084
)
600
13,065
Long-term borrowings and capital lease obligations
10,465
10,465
Other liabilities
14,687
14,687
Deferred income taxes
856
856
Total liabilities
39,557
(1,084
)
600
39,073
Commitments and contingent liabilities
Stockholders' Equity
Preferred stock, without par value - cumulative; 23,000,000 shares authorized;
issued at December 31, 2012 and 2011:
$4.50 Series - 1,673,000 shares (callable at $120)
167
167
$3.50 Series - 700,000 shares (callable at $102)
70
70
Common stock, $.30 par value; 1,800,000,000 shares authorized;
issued at December 31, 2012 - 1,020,057,000; 2011 - 1,013,164,000
306
306
Additional paid-in capital
10,632
(1,000
)
9,632
Reinvested earnings
14,286
2,008
16,294
Accumulated other comprehensive loss
(8,646
)
(8,646
)
Common stock held in treasury, at cost
(Shares: December 31, 2012 and 2011 - 87,041,000)
(6,727
)
(6,727
)
Total DuPont stockholders' equity
10,088
-
1,008
11,096
Noncontrolling interests
91
-
-
91
Total equity
10,179
-
1,008
11,187
Total
$
49,736
$
(1,084
)
$
1,608
$
50,260
2
Notes to the Unaudited Pro Forma Consolidated Balance Sheet:
(a) - Represents the assets and liabilities related to the Performance Coatings business that were classified as held for sale as reported by DuPont in the 2012 Annual Report filed on Form 10-K.
(b) - Represents pro forma adjustments which include the following:
- Receipt of cash proceeds from the sale of Performance Coatings, reflecting the estimated gain and tax impacts of the transaction.
- Repurchase and retirement of $1 billion of common stock in connection with the December 2012 share repurchase program.
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EX - 99 . 2 3 ex - 992 . htm EX - 99 . 2 EX - 99 . 2 Exhibit 99 . 2 E . I . DU PONT DE NEMOURS AND COMPANY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On February 1 , 2013 , E . I . du Pont de Nemours and Company ( " DuPont " ) completed the previously disclosed sale of its Performance Coatings business for $ 4.9 billion in cash ( about $ 4.0 billion after - tax ) and the assumption of certain liabilities to Flash Bermuda Co , Ltd . , a Bermuda exempt limited liability company formed by the affiliates of The Carlyle Group . The unaudited pro forma consolidated financial information of DuPont presented below was derived from DuPont 's historical consolidated financial statements and is being presented to give effect to the disposition of Performance Coatings . The unaudited pro forma consolidated balance sheet assumes the disposition of Performance Coatings occurred on December 31 , 2012 , including the expected use of proceeds to repurchase and retire $ 1 billion of common stock under the December 2012 share repurchase program . Unaudited pro forma consolidated income statements for the three most recently completed fiscal years are not presented as Performance Coatings has been reflected as discontinued operations in the company 's historical information . The pro forma adjustments are based on the best information available and assumptions that management believes are factually supportable . The unaudited pro forma consolidated financial information is for illustrative and informational purposes only and is not intended to reflect what DuPont 's financial position would have been had the disposition occurred on the date indicated and is not necessarily indicative of DuPont 's future financial position . The unaudited pro forma financial information should be read in conjunction with the historical financial statements and accompanying notes of DuPont included in its 2012 Annual Report filed on Form 10 - K . E . I . du Pont de Nemours and Company Consolidated Balance Sheet ( In millions - unaudited ) December 31 , 2012 As Reported Disposition of Performance Coatings ( a ) Pro Forma Adjustments ( b ) Pro Forma Assets Current assets Cash and cash equivalents $ 4,284 $ 3,900 $ 8,184 Marketable securities 123 123 Accounts and notes receivable , net 5,452 ( 285 ) 5,167 Inventories 7,422 7,422 Prepaid expenses 204 204 Deferred income taxes 650 ( 35 ) 615 Assets held for sale 3,056 ( 3,056 ) - Total current assets 21,191 ( 3,056 ) 3,580 21,715 Property , plant and equipment 31,826 31,826 Less : Accumulated depreciation 19,085 19,085 Net property , plant and equipment 12,741 12,741 Goodwill 4,616 4,616 Other intangible assets 5,126 5,126 Investment in affiliates 1,163 1,163 Deferred income taxes 3,939 3,939 Other assets 960 960 Total $ 49,736 $ ( 3,056 ) $ 3,580 $ 50,260 Liabilities and Equity Current liabilities Accounts payable $ 4,853 $ 4,853 Short - term borrowings and capital lease obligations 1,275 1,275 Income taxes 340 600 940 Other accrued liabilities 5,997 5,997 Liabilities related to assets held for sale 1,084 ( 1,084 ) - Total current liabilities 13,549 ( 1,084 ) 600 13,065 Long - term borrowings and capital lease obligations 10,465 10,465 Other liabilities 14,687 14,687 Deferred income taxes 856 856 Total liabilities 39,557 ( 1,084 ) 600 39,073 Commitments and contingent liabilities Stockholders ' Equity Preferred stock , without par value - cumulative ; 23,000,000 shares authorized ; issued at December 31 , 2012 and 2011 : $ 4.50 Series - 1,673,000 shares ( callable at $ 120 ) 167 167 $ 3.50 Series - 700,000 shares ( callable at $ 102 ) 70 70 Common stock , $ .30 par value ; 1,800,000,000 shares authorized ; issued at December 31 , 2012 - 1,020,057,000 ; 2011 - 1,013,164,000 306 306 Additional paid - in capital 10,632 ( 1,000 ) 9,632 Reinvested earnings 14,286 2,008 16,294 Accumulated other comprehensive loss ( 8,646 ) ( 8,646 ) Common stock held in treasury , at cost ( Shares : December 31 , 2012 and 2011 - 87,041,000 ) ( 6,727 ) ( 6,727 ) Total DuPont stockholders ' equity 10,088 - 1,008 11,096 Non controlling interests 91 - - 91 Total equity 10,179 - 1,008 11,187 Total $ 49,736 $ ( 1,084 ) $ 1,608 $ 50,260 2 Notes to the Unaudited Pro Forma Consolidated Balance Sheet : ( a ) - Represents the assets and liabilities related to the Performance Coatings business that were classified as held for sale as reported by DuPont in the 2012 Annual Report filed on Form 10 - K . ( b ) - Represents pro forma adjustments which include the following : - Receipt of cash proceeds from the sale of Performance Coatings , reflecting the estimated gain and tax impacts of the transaction . - Repurchase and retirement of $ 1 billion of common stock in connection with the December 2012 share repurchase program . 3