Exhibit 99.1

Index to Financial Pages

 

Interim N&B Combined Financial Statements
Combined Statements of Operations			2
Combined Statements of Comprehensive Loss			3
Condensed Combined Balance Sheets			4
Combined Statements of Cash Flows			5
Combined Statements of Changes in Equity			6
Notes to the Combined Financial Statements			7
Annual N&B Combined Financial Statements
Reports of Independent Registered Public Accounting Firm			25
Combined Statements of Operations			27
Combined Statements of Comprehensive (Loss) Income			28
Combined Balance Sheets			29
Combined Statements of Cash Flows			30
Combined Statements of Changes in Equity			31
Notes to the Combined Financial Statements			32

 

1

N&B

Combined Statements of Operations

 

In millions (Unaudited)		Nine Months Ended September 30,
		2020				2019
Net sales		$	4,557			$	4,618
Cost of goods sold			2,966				3,074
Research and development expenses			196				211
Selling and administrative expenses			479				528
Amortization of acquisition-related intangibles			1,064				226
Restructuring and asset related charges, net			11				170
Goodwill impairment charge			—				674
Integration and separation costs			351				177
Other expense (income), net			61				(7	)
Loss before income taxes			(571	)			(435	)
Taxes on loss			(122	)			46
Net loss			(449	)			(481	)
Net loss attributable to noncontrolling interests			—				—
Net loss attributable to N&B		$	(449	)		$	(481	)

See Notes to the Combined Financial Statements

 

2

N&B

Combined Statements of Comprehensive Loss

 

		Nine Months Ended September 30,
In millions (Unaudited)		2020				2019
Net loss		$	(449	)		$	(481	)
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments			291				(368	)
Pension and other post-employment benefit plans			(9	)			2
Total other comprehensive income (loss)			282				(366	)
Comprehensive loss			(167	)			(847	)
Comprehensive loss attributable to noncontrolling interests, net of tax			—				—
Comprehensive loss attributable to N&B		$	(167	)		$	(847	)

See Notes to the Combined Financial Statements

 

3

N&B

Condensed Combined Balance Sheets

 

In millions (Unaudited)		September 30, 2020				December 31, 2019
Assets
Current Assets
Accounts and notes receivable, net		$	1,124			$	1,092
Inventories			1,438				1,422
Prepaid expenses and other current assets			53				81
Total current assets			2,615				2,595
Property, plant and equipment, net of accumulated depreciation (September 30, 2020 – $ 1,704; December 31, 2019 – $1,427)			2,989				2,981
Goodwill			11,406				11,196
Other intangible assets, net			3,360				4,377
Deferred income tax assets			27				36
Restricted cash			6,206				—
Other assets			426				354
Total Assets		$	27,029			$	21,539
Liabilities and Equity
Current Liabilities
Accounts payable		$	680			$	645
Employee compensation and benefits			128				125
Income taxes payable			70				51
Accrued and other current liabilities			119				111
Total current liabilities			997				932
Noncurrent Liabilities
Long-term debt			6,192				—
Deferred income taxes			870				1,079
Other liabilities			337				252
Total noncurrent liabilities			7,399				1,331
Total Liabilities		$	8,396			$	2,263
Commitments and contingent liabilities (Note 11)
Equity
Parent company net investment			19,157				20,081
Accumulated other comprehensive loss			(550	)			(832	)
Total N&B equity			18,607				19,249
Noncontrolling interests			26				27
Total equity			18,633				19,276
Total Liabilities and Equity		$	27,029			$	21,539

See Notes to the Combined Financial Statements

 

4

N&B

Combined Statements of Cash Flows

 

		Nine Months Ended September 30,
In millions (Unaudited)		2020				2019
Operating activities
Net loss		$	(449	)		$	(481	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization			1,295				471
Net gain on sales of businesses and other assets			(1	)			(11	)
Stock-based compensation			13				16
Credit for deferred income tax			(216	)			(269	)
Goodwill impairment charge			—				674
Restructuring and asset related charges			11				170
Equity in earnings of nonconsolidated affiliates			(2	)			—
Changes in assets and liabilities:
Accounts and notes receivable			(32	)			(185	)
Inventories			(9	)			(22	)
Accounts payable			81				2
Other assets and liabilities, net			76				(70	)
Cash provided by operating activities			767				295
Investing activities
Capital expenditures			(159	)			(283	)
Proceeds from sales of property and businesses, net of cash divested			—				34
Other investing activities, net			5				9
Cash used for investing activities			(154	)			(240	)
Financing activities
Net transfers to Parent			(582	)			(48	)
Payments of long-term debt and other financing obligations			(16	)			(7	)
Distributions to noncontrolling interests			(1	)			—
Proceeds from issuance of long-term debt			6,250				—
Other financing activities, net			(58	)			—
Cash provided by (used for) financing activities			5,593				(55	)
Increase in cash, cash equivalents and restricted cash		$	6,206			$	—
Cash, cash equivalents and restricted cash at beginning of period			—				—
Cash, cash equivalents and restricted cash at end of period		$	6,206			$	—

See Notes to the Combined Financial Statements

 

5

N&B

Combined Statements of Changes in Equity

 

In millions (Unaudited)		Parent Company Net Investment				Accumulated Other Comprehensive Loss				Total N&B Equity				Noncontrolling Interests				Total Equity
Balance at December 31, 2018		$	20,875			$	(654	)		$	20,221			$	27			$	20,248
Net loss			(481	)			—				(481	)			—				(481	)
Other comprehensive loss			—				(366	)			(366	)			—				(366	)
(Distributions to) contributions from noncontrolling interests			—				—				—				—				—
Net transfers to Parent			(32	)			—				(32	)			—				(32	)
Balance at September 30, 2019		$	20,362			$	(1,020	)		$	19,342			$	27			$	19,369
Balance at December 31, 2019		$	20,081			$	(832	)		$	19,249			$	27			$	19,276
Net loss			(449	)			—				(449	)			—				(449	)
Other comprehensive income			—				282				282				—				282
(Distributions to) contributions from noncontrolling interests			—				—				—				(1	)			(1	)
Net transfers to Parent			(475	)			—				(475	)			—				(475	)
Balance at September 30, 2020		$	19,157			$	(550	)		$	18,607			$	26			$	18,633

See Notes to the Combined Financial Statements

 

6

N&B

NOTES TO THE COMBINED FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The accompanying unaudited interim Combined Financial Statements of the Nutrition & Biosciences business (“N&B”) of DuPont de Nemours, Inc. (“DuPont” or “Parent”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and Regulation S-X. In the opinion of management, the interim statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the full year. These interim Combined Financial Statements should be read in conjunction with the audited Combined Financial Statements and notes thereto contained in N&B’s Annual Combined Financial Statements for the year ended December 31, 2019, collectively referred to as the “2019 Annual Financial Statements.” The interim Combined Financial Statements include the accounts of N&B and subsidiaries in which a controlling interest is maintained.

Basis of Presentation

For all periods presented, N&B consisted of several legal entities, acquired businesses, as well as businesses with no separate legal status. The interim Combined Financial Statements have been derived from DuPont’s accounting records as if N&B’s operations had been conducted independently from those of DuPont, and were prepared on a stand-alone basis in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

The historical results of operations, financial position and cash flows of N&B presented in these interim Combined Financial Statements may not be indicative of what they would have been had N&B actually been an independent stand-alone entity, nor are they necessarily indicative of N&B’s future results of operations, financial position and cash flows.

The N&B interim Combined Statements of Operations and Comprehensive Loss of N&B reflect allocations of general corporate expenses from Parent including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services, and restructuring and integration and separation activities related to these functions in connection with the merger of the Dow Chemical Company (“Historical Dow”) and E. I. du Pont de Nemours and Company (“Historical EID”) effective August 31, 2017 (the “DWDP Merger”) and beginning in the fourth quarter of 2019 the separation of N&B. These allocations were made on the basis of revenue, expenses, headcount or other relevant measures. Management of N&B and Parent consider these allocations to be an overall reasonable reflection of the utilization of services by, or the benefits provided to, N&B, in the aggregate. The allocations may not, however, reflect the expenses N&B would have incurred as a stand-alone company for the periods presented.

The N&B interim Condensed Combined Balance Sheets include Parent assets and liabilities that are specifically identifiable or otherwise attributable to N&B, including subsidiaries and affiliates in which Parent has a controlling financial interest or is the primary beneficiary.

 

7

NOTE 2 — RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and associated ASUs related to Topic 326. The new guidance introduces the current expected credit loss (“CECL”) model, which requires organizations to record an allowance for credit losses for certain financial instruments and financial assets, including trade receivables, based on expected losses rather than incurred losses. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

N&B adopted the new standard in the first quarter of 2020, which required a modified retrospective transition approach, applying the new standard’s cumulative-effect adjustment at the date of initial adoption. This cumulative-effect has been reflected as of January 1, 2020 and prior periods have not been restated. The impact of initial adoption was not material to N&B’s interim Condensed Combined Balance Sheets, Combined Statements of Operations and Combined Statements of Cash Flows.

NOTE 3 — REVENUE

Revenue Recognition

Substantially all of N&B’s revenue is derived from product sales. Product sales consist of sales of N&B’s products to supply manufacturers and distributors. N&B considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.

N&B records accounts receivables when the right to consideration becomes unconditional. Trade accounts receivables were $954 million at September 30, 2020 and $907 million at December 31, 2019. Trade accounts receivables are included in “Accounts and notes receivable, net” in the interim Condensed Combined Balance Sheets. Contract assets and contract liabilities were not material at September 30, 2020 and December 31, 2019.

Disaggregation of Revenue

N&B disaggregates its revenue from contracts with customers by segment and business or principal product line and geographic region, as N&B believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.

 

Net Sales by Segment (In millions)		Nine Months Ended September 30,
		2020				2019
Food & Beverage		$	2,163			$	2,237
Health & Biosciences			1,754				1,756
Pharma Solutions			640				625
Total		$	4,557			$	4,618

 

Net Sales by Geographic Region (In millions)		Nine Months Ended September 30,
		2020				2019
United States & Canada		$	1,699			$	1,727
EMEA 1			1,367				1,387
Asia Pacific			1,047				1,039
Latin America			444				465
Total		$	4,557			$	4,618

 

1.	Europe, Middle East and Africa

 

8

NOTE 4 — RESTRUCTURING AND ASSET RELATED CHARGES, NET

Charges for restructuring programs and asset related charges, which include asset impairments, were $11 million for the nine months ended September 30, 2020 ($170 million for the nine months ended September 30, 2019). These charges were recorded in “Restructuring and asset related charges, net” in the interim Combined Statements of Operations. The total liability related to restructuring programs was $20 million at September 30, 2020 ($27 million at December 31, 2019). Restructuring activity consists of the following programs:

2020 Restructuring Program

From time to time, Parent undertakes restructuring actions to optimize its cost structure and organizational structures. In the first quarter of 2020, Parent approved restructuring actions designed to capture near-term cost reductions and to further simplify certain organizational structures (the “2020 Restructuring Program”). For the nine months ended September 30, 2020, N&B recorded a pre-tax charge related to the 2020 Restructuring Program in the amount of $13 million recognized in “Restructuring and asset related charges, net” in the N&B interim Combined Statements of Operations comprised of $13 million of severance and related benefit costs.

The following table summarizes the activities related to the 2020 Restructuring Program:

 

2020 Restructuring Program (In millions)		Severance and Related Benefit Costs
Reserve balance at December 31, 2019		$	—
Year-to-date restructuring charges			13
Cash payments			(1	)
Reserve balance at September 30, 2020		$	12

At September 30, 2020, total liabilities related to the 2020 Restructuring Program were $12 million, recognized in “Accrued and other current liabilities” in the interim Condensed Combined Balance Sheets. N&B expects actions related to this program to be substantially complete by the end of 2020.

2019 Restructuring Program

During the second quarter of 2019 and in connection with the ongoing integration activities, Parent approved restructuring actions to simplify and optimize certain organizational structures following the completion of the Dow and Corteva separations (the “2019 Restructuring Program”). N&B has recorded pre-tax restructuring charges of $16 million inception-to-date, consisting of severance and related benefit costs of $8 million and asset related charges of $8 million.

The following table summarizes the charges incurred related to the 2019 Restructuring Program for the nine months ended September 30, 2020 and 2019:

 

(In millions)		Nine Months Ended September 30,
		2020				2019
Severance and related benefit (credits) costs		$	(4	)		$	12
Asset related charges			—				7
Total restructuring and asset related (credits) charges, net		$	(4	)		$	19

 

9

The following table summarizes the activities related to the 2019 Restructuring Program:

 

2019 Restructuring Program (In millions)		Severance and Related Benefit Costs
Reserve balance at December 31, 2019		$	10
Year-to-date restructuring credits			(4	)
Cash payments			(4	)
Reserve balance at September 30, 2020		$	2

At September 30, 2020, the total liabilities related to the 2019 Restructuring Program were $2 million, recognized in “Accrued and other current liabilities” ($10 million at December 31, 2019) in the interim Condensed Combined Balance Sheets. The 2019 Restructuring Program was considered substantially complete at June 30, 2020.

DowDuPont Cost Synergy Program

In September and November 2017, Parent approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the “Synergy Program”), which was designed to integrate and optimize the organization following the DWDP Merger, and in preparation for the Dow and Corteva separations. N&B has recorded pre-tax restructuring charges of $147 million inception-to-date, consisting of severance and related benefit costs of $77 million, asset related charges of $52 million and contract termination charges of $18 million.

The following table summarizes charges incurred related to the Synergy Program for the nine months ended September 30, 2020 and 2019:

 

(In millions)		Nine Months Ended September 30,
		2020				2019
Severance and related benefit (credits) costs		$	(2	)		$	37
Contract termination (credits) charges			(1	)			18
Asset related charges			5				33
Total restructuring and asset related charges, net		$	2			$	88

The following table summarizes the activities related to the Synergy Program:

 

DowDuPont Cost Synergy Program (In millions)		Severance and Related Benefit Costs
Reserve balance at December 31, 2019		$	17
Year-to-date restructuring (credits) charges			(2	)
Charges against the reserve			—
Cash payments			(9	)
Reserve balance at September 30, 2020		$	6

At September 30, 2020, total liabilities related to the Synergy Program were $6 million, recognized in “Accrued and other current liabilities” ($17 million at December 31, 2019) in the interim Condensed Combined Balance Sheets. The Synergy Program was considered substantially complete at December 31, 2019.

 

10

Equity Method Investment Impairment Related Charges

During the second quarter of 2019, in preparation for the Corteva spin-off, Historical EID completed the separation of the assets and liabilities related to its specialty products business into separate legal entities (the “SP Legal Entities”) and on May 1, 2019 Historical EID distributed the SP Legal Entities to DowDuPont (the “Internal SP Distribution”). The Internal SP Distribution served as a triggering event requiring N&B to perform an impairment analysis related to its equity method investment in a joint venture related to the Health & Biosciences segment. N&B applied the net asset value method under the cost approach to determine the fair value of the equity method investment. Based on updated projections, management determined the fair value of the equity method investment was below the carrying value with little ability to recover in the short-term due to the current economic environment. As a result, management concluded the impairment was other-than-temporary and recorded a pre-tax impairment charge of $63 million ($47 million net of tax) in “Restructuring and asset related charges, net” in the interim Combined Statement of Operations for the nine months ended September 30, 2019.

NOTE 5 — RELATED PARTY TRANSACTIONS

Historically, N&B has been managed and operated in the normal course of business with other affiliates of Parent. Accordingly, certain shared costs have been allocated to N&B and reflected as expenses in the stand-alone interim Combined Financial Statements. Management of Parent and N&B considers the overall allocation methodologies used to be reasonable and appropriate reflections of the historical expenses attributable to N&B for purposes of the stand-alone financial statements, in the aggregate. The expenses reflected in the interim Combined Financial Statements may not be indicative of expenses that will be incurred by N&B in the future. All related party transactions approximate prices at cost.

Corporate Expense Allocations

N&B’s interim Combined Statements of Operations include general corporate expenses of Parent for services provided by Parent for certain support functions that are provided on a centralized basis. These costs were first attributed to N&B if specifically identifiable to its businesses. If not specifically identifiable to N&B’s businesses, these costs have been allocated by using relevant allocation methods, primarily based on sales metrics, consistently for all periods presented.

Corporate expense allocations were recorded in the interim Combined Statements of Operations within the following captions:

 

		Nine Months Ended September 30,
(In millions)		2020				2019
Selling and administrative expenses		$	183			$	201
Research and development expenses			42				43
Cost of goods sold			15				18
Integration and separation costs 1			351				177
Total		$	591			$	439

 

1.

Integration and separation costs to date primarily have consisted of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of activities related to the DWDP Merger, post-DWDP Merger integration and separation, and beginning in the fourth quarter of 2019, the separation of N&B.

 

11

Parent Company Equity

Net transfers to Parent are included within Parent company net investment on the interim Combined Statements of Changes in Equity. The components of the net transfers to Parent for the nine months ended September 30, 2020 and 2019 are as follows:

 

		Nine Months Ended September 30,
(In millions)		2020				2019
Cash pooling and general financing activities		$	(100	)		$	453
Less: Corporate cost allocations			591				439
Less: Taxes on loss			(122	)			46
Other, net 1			94				—
Total net transfers to Parent per interim Combined Statements of Changes in Equity		$	(475	)		$	(32	)
Stock-based compensation			(13	)			(16	)
Other, net 1			(94	)			—
Net transfers to Parent per interim Combined Statements of Cash Flows		$	(582	)		$	(48	)

 

1.

Other, net includes the non-cash transfer from Parent comprised of approximately $78 million of fixed assets, $25 million for right of use assets and liabilities for leases legally transferred to N&B, $5 million of accrued employee related liabilities, and $4 million of net pension liabilities resulting from legal ownership transfers related to separation activities in anticipation of the Merger.

NOTE 6 — OTHER EXPENSE (INCOME), NET

 

		Nine Months Ended September 30,
(In millions)		2020				2019
Net gain on sales of businesses and other assets		$	(1	)		$	(11	)
Net exchange losses			14				5
Interest expense, net 1			57				1
Non-operating pension and other post-employment benefit cost			2				3
Equity in earnings of nonconsolidated affiliates			(2	)			—
Miscellaneous income			(9	)			(5	)
Other expense (income), net		$	61			$	(7	)

 

1.	The nine months ended September 30, 2020 includes $54 million of interest expense and financing fee amortization related to the Bridge Loans, Term Loan Facilities and the Notes Offering. See Note 10 for additional information.

NOTE 7 — INCOME TAXES

During the periods presented in the interim Combined Financial Statements, N&B did not file separate tax returns in the U.S. federal, certain state and local, and certain foreign tax jurisdictions, as N&B was included in the tax grouping of Parent and its affiliate entities within the respective jurisdictions. Taxes on loss included in these combined financial statements has been calculated using the separate return basis, as if N&B filed separate tax returns. N&B’s income taxes as presented in the interim Combined Financial Statements may not be indicative of the income taxes that N&B will generate in the future.

 

12

N&B’s effective tax rate fluctuates based on, among other factors, the geographic mix of earnings. For the nine months ended September 30, 2020, an income tax benefit of $122 million was recorded on a pre-tax loss of $571 million, resulting in an effective tax rate of 21.4 percent. For the nine months ended September 30, 2019, an income tax expense of $46 million was recorded on a pre-tax loss of $435 million, resulting in an effective tax rate of (10.6) percent. The tax benefit for the nine months ended September 30, 2020 was reduced due to tax charges recorded to reverse prior year U.S. state deferred tax assets and to increase valuation allowances in connection with U.S. and foreign deferred tax assets. For the nine months ended September 30, 2019, the effective tax rate was negatively impacted by a goodwill impairment charge with no corresponding tax benefit, partially offset by a one-time tax benefit to record a foreign deferred tax asset.

Each year DuPont, inclusive of N&B, files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by N&B. As a result, there is an uncertainty in income taxes recognized in N&B’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on N&B’s results of operations.

NOTE 8 — INVENTORIES

The following table provides a breakdown of inventories:

 

(In millions)		September 30, 2020				December 31, 2019
Finished products		$	864			$	821
Semi-finished products			270				287
Raw materials			204				219
Supplies			100				95
Total inventories		$	1,438			$	1,422

NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS, NET    

Goodwill

The changes in the carrying amounts of goodwill for the nine months ended September 30, 2020 were as follows:

 

(In millions)		Food & Beverage				Health & Biosciences				Pharma Solutions				Total
Balance at December 31, 2019		$	5,150			$	4,457			$	1,589			$	11,196
Currency translation adjustment			97				83				30				210
Balance at September 30, 2020		$	5,247			$	4,540			$	1,619			$	11,406

N&B tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that the fair value is below its carrying value. As a result of the related acquisition method of accounting in connection with the DWDP Merger, Historical EID’s assets and liabilities were measured at fair value resulting in increases to N&B’s goodwill and other intangible assets. The fair value valuation increased the risk that any declines in financial projections, including changes to key assumptions, could have a material, negative impact of the fair value of N&B’s reporting units and assets, and therefore could result in an impairment.

 

13

In preparation for the Corteva spin-off, Parent completed the separation of the assets and liabilities related to its specialty products businesses into separate legal entities and on May 1, 2019, Parent completed the Internal SP Distribution. The Internal SP Distribution served as a triggering event requiring Parent to perform an impairment analysis related to goodwill carried by its Historical EID existing reporting units as of May 1, 2019 including those reporting units within N&B. Subsequent to the Corteva spin-off, on June 1, 2019, Parent realigned certain businesses resulting in changes to its management and reporting structure (the “Second Quarter Segment Realignment”). As part of the Second Quarter Segment Realignment, N&B assessed and re-defined certain reporting units effective June 1, 2019, including reallocation of goodwill on a relative fair value basis as applicable to new reporting units identified. Goodwill impairment analyses were then performed for reporting units impacted by the Second Quarter Segment Realignment.

The triggering events described above were considered in the preparation of the N&B’s 2019 Annual Financial Statements and interim Combined Financial Statements consistent with the basis of presentation discussed in Note 1. Similar analyses were performed to test goodwill for impairment based on the financial statements of the N&B-related reporting units. As part of this analysis, N&B determined that the fair value of its former Industrial Biosciences reporting unit was below carrying value resulting in a pre-tax, non-cash impairment charge of $674 million for the nine months ended September 30, 2019 impacting the Health & Biosciences segment. The former Industrial Biosciences reporting unit, part of Parent’s Nutrition & Biosciences segment prior to the Second Quarter Segment Realignment, was comprised solely of Historical EID assets and liabilities, the carrying values of which were measured at fair value in connection with the DWDP Merger, and thus considered at risk for impairment. Revised financial projections of the former Industrial Biosciences reporting unit reflected unfavorable market conditions, driven by challenging conditions in the U.S. bioethanol markets. These revised financial projections resulted in a reduction in the long-term forecasts of sales and profitability as compared to prior projections. Upon completion of the Second Quarter Segment Realignment and allocation of goodwill to the new reporting units, a quantitative analysis was performed to test goodwill for impairment. Based on the results of this analysis, no further impairment of goodwill was identified.

The analyses above used discounted cash flow models (a form of the income approach) utilizing Level 3 unobservable inputs. The significant assumptions in these analyses include, but are not limited to, projected revenue, EBITDA margins, the weighted average cost of capital, the terminal growth rate, and tax rates. The estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from estimates. If the ongoing estimates of future cash flows are not met, additional impairment charges may be recorded in future periods. N&B believes the current assumptions and estimates utilized are both reasonable and appropriate.

N&B continues to monitor the impact of the COVID-19 pandemic on the broader global economy, including the end markets which N&B serves. COVID-19 continues to adversely impact the broader global economy and has caused significant volatility in financial markets. If there is a of lack of recovery, the time period to recovery is longer than expected or further global softening is experienced in certain markets, such as oil and gas and select industrial end markets served by its biorefinery and microbial controls business, N&B may be required to perform additional impairment assessments for its goodwill, other intangibles, and long-lived assets, the results of which could result in material impairment charges.

 

14

Other Intangible Assets, Net

The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:

 

		September 30, 2020												December 31, 2019
(In millions)		Gross Carrying Amount				Accumulated Amortization				Net				Gross Carrying Amount				Accumulated Amortization				Net
Intangible assets with finite lives:
Customer-related		$	1,969			$	(432	)		$	1,537			$	1,945			$	(330	)		$	1,615
Developed technology			1,399				(544	)			855				1,369				(418	)			951
Trademarks/tradenames			1,306				(957	)			349				1,294				(94	)			1,200
Other 1			53				(7	)			46				55				(6	)			49
Total other intangible assets with finite lives		$	4,727			$	(1,940	)		$	2,787			$	4,663			$	(848	)		$	3,815
Intangible assets with indefinite lives:
Trademarks/tradenames			573				—				573				562				—				562
Total other intangible assets			573				—				573				562				—				562
Total		$	5,300			$	(1,940	)		$	3,360			$	5,225			$	(848	)		$	4,377

 

1.	Primarily related to land use rights.

The following table provides information regarding amortization expense related to other intangible assets:

 

Amortization Expense (In millions)		Nine Months Ended September 30,
		2020				2019
Other intangible assets 1		$	1,064			$	226

 

1.	The nine months ended September 30, 2020 include amortization of tradenames that were reclassified from indefinite-lived to definite-lived as a result of the announcement of the separation of N&B during the fourth quarter of 2019.

Total estimated amortization expense for the remainder of 2020 and the five succeeding fiscal years is as follows:

 

Estimated Amortization Expense (In millions)
2020		$	346
2021		$	311
2022		$	292
2023		$	267
2024		$	197
2025		$	157

NOTE 10 — SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

In connection with the merger of Neptune Merger Sub I Inc., a wholly owned subsidiary of IFF, with and into N&B, (the “Merger”), N&B will make a special cash payment of $7.3 billion (the “Special Cash Payment”), subject to adjustment, to Parent. In December 2019 in connection with the Merger, N&B entered into a Bridge Commitment Letter (the “Bridge Letter”) in an aggregate principal amount of $7.5 billion (the “Bridge Loans”) to secure committed financing for the “Special Cash Payment” and related financing fees. The aggregate commitment under the Bridge Letter is reduced by, among other things, (1) the amount of net cash proceeds received by N&B from any issuance of senior unsecured notes pursuant to a Rule 144A offering or other private placement and (2) certain qualifying term loan commitments under senior unsecured term loan facilities.

 

15

Term Loan Facilities

In January 2020, N&B entered into a senior unsecured term loan agreement (the “Term Loan Credit Agreement”) in the amount of $1.25 billion split evenly between three- and five-year facilities (the “Term Loan Facilities”). As a result of entry into the term loan agreement, the commitments under the Bridge Commitment Letter were reduced to $6.25 billion. The funding of the loans under the Term Loan Facilities will be available upon the satisfaction of several limited conditions precedent, including (i) the accuracy of certain representations and warranties, (ii) the absence of a material adverse effect on N&B and (iii) the consummation of the Merger in accordance with the Merger Agreement and the Separation Agreement substantially concurrently with the funding of the loans under the Term Loan Facilities.

The proceeds of the term loans are to be used to (i) finance a portion of the Special Cash Payment and/or at the option of N&B, to be transferred to a subsidiary of N&B and thereafter paid to Parent or one of its subsidiaries in connection with consummating the Merger and (ii) to pay the related transaction fees and expenses. In the event a portion of the proceeds are transferred to a subsidiary of N&B and thereafter paid to Parent or one of its subsidiaries as described in clause (i), the overall amount that is funded by the Term Loan Facilities and the unsecured senior notes and conveyed to Parent prior to the N&B Distribution will not be greater than the Special Cash Payment.

The Term Loan Facilities mature on the three- and five-year anniversaries of the closing date of the Merger, at which time all outstanding borrowings, including accrued but unpaid interest, become immediately due and payable. Borrowings under the Term Loan Facilities will be guaranteed by IFF. At September 30, 2020 and December 31, 2019, N&B did not have any borrowings under the Term Loan Facilities.

The Term Loan Facilities will be subject to customary affirmative and negative covenants and events of default after the closing date of the Merger. The Term Loan Facilities is also subject to a financial covenant requiring maintenance of a maximum consolidated leverage ratio of 4.75 to 1.00 until and including the end of the third full fiscal quarter after the closing date of the Merger, stepping down to 4.50 to 1.00 until and including the end sixth full fiscal quarter after the closing date of the Merger, stepping down further to 3.75 to 1.00 until and including the end of the ninth full fiscal quarter after the closing date of the Merger and stepping down further to 3.50 to 1.00 thereafter, with a step-up in connection with certain qualifying acquisitions.

Voluntary prepayments of loans under the Term Loan Facilities may be made at any time, without premium or penalty, subject to the lenders’ redeployment costs other than on the last day of the relevant interest period.

Following the consummation of the Merger, N&B’s obligations under the Term Loan Facilities will be guaranteed by IFF. No fewer than 30 days (and in some circumstances 15 days) after the Merger, N&B will merge with and into Neptune Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), which is a wholly owned subsidiary of IFF, with Merger Sub II surviving as a wholly owned subsidiary of IFF (the “Second Merger,” and together with the Merger, the “Mergers”) and successor in interest to N&B. Following the Second Merger, at the election of IFF, in lieu of IFF continuing to provide the guarantee, or at any time after such guarantee having been provided, IFF may agree to assume all of Merger Sub II’s (as successor to N&B) obligations under the Term Loan Facilities, whereupon Merger Sub II shall be released from such obligations.

The commitments under the Term Loan Facilities will terminate on the earliest of (i) the consummation of the Special Cash Payment without using the loans under the Term Loan Facilities, (ii) the date on which the Merger Agreement is terminated in accordance with its terms without the closing of the Merger and (iii) 11:59 p.m., New York City time, on March 15, 2021 (or if such date is extended as provided in the Merger Agreement, on such extended date).

 

16

Notes Offering

On September 16, 2020 (the “Offering Date”), N&B completed an offering in the aggregate principal amount of $6.25 billion of senior unsecured notes in six series, comprised of the following (collectively, the “Notes Offering” and together with the Term Loan Facilities, the “Permanent Financing”): $300 million aggregate principal amount of 0.697% Senior Notes due 2022 (the “2022 Notes”); $1.0 billion aggregate principal amount of 1.230% Senior Notes due 2025 (the “2025 Notes”); $1.2 billion aggregate principal amount of 1.832% Senior Notes due 2027 (the “2027 Notes”); $1.5 billion aggregate principal amount of 2.300% Senior Notes due 2030 (the “2030 Notes”); $750 million aggregate principal amount of 3.268% Senior Notes due 2040 (the “2040 Notes”); and $1.5 billion aggregate principal amount of 3.468% Senior Notes due 2050 (the “2050 Notes” and, together with the 2022 Notes, 2025 Notes, 2027 Notes, 2030 Notes and 2040 Notes, the “Notes”). As a result of the Notes Offering, the commitments under the Bridge Commitment Letter were further reduced to zero and were terminated on and as of the Offering Date.

 

Long-Term Debt (In millions)		September 30, 2020				Effective Interest Rate
Senior unsecured notes:
2022 Notes		$	300				0.99	%
2025 Notes			1,000				1.41	%
2027 Notes			1,200				1.97	%
2030 Notes			1,500				2.41	%
2040 Notes			750				3.37	%
2050 Notes			1,500				3.56	%
Less: Unamortized debt discount and issuance costs			(58	)
Total		$	6,192

The net proceeds of approximately $6.2 billion from the Notes Offering were deposited into an escrow account. The release from escrow of the net proceeds from the Notes Offering and the availability of funding under the Term Loan Facilities to make the Special Cash Payment are subject to customary closing conditions including among others, the satisfaction of substantially all the conditions to the consummation of the Merger. If the closing of the Merger has not occurred on or prior to September 15, 2021, or, if prior to such date, the Merger Agreement is validly terminated, (each a “Special Mandatory Redemption Event”), N&B must redeem all of the Notes on or before the 15th business day following the Special Mandatory Redemption Event (such date of redemption, the “Special Mandatory Redemption Date”) at a redemption price equal to 101% of the aggregate principal amount of the applicable series of Notes, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date.

At September 30, 2020, N&B reflected the $6.2 billion in net proceeds from the Notes Offering within non-current “Restricted cash” in the interim Condensed Combined Balance Sheets. This Restricted Cash will be used to satisfy the Special Cash Payment to Parent upon consummation of the Merger.

Pursuant to the Merger Agreement, the fees and expenses associated with the financing will be borne (A) entirely by N&B if the transaction closes; and (B) equally by Parent and IFF if the Merger Agreement terminates. However, if the Merger Agreement is terminated by IFF, in accordance with its terms, for breach by Parent, such fees and expenses will be borne entirely by Parent; and if terminated by Parent in accordance with its terms for breach by IFF, such fees and expenses will be borne entirely by IFF.

 

17

Principal payments of long-term debt for the remainder of 2020 and the period thereafter are as follows:

 

Maturities of Long-Term Debt at September 30, 2020 (In millions)		Total
Remainder of 2020		$	—
2021		$	—
2022		$	300
2023		$	—
2024		$	—
2025 and thereafter		$	5,950

Interest on each series of Notes began accruing from September 16, 2020. Interest on the 2022 Notes is payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021. Interest on the 2025 Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2021. Interest on the 2027 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2021. Interest on the 2030 Notes is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. Interest on the 2040 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2021. Interest on the 2050 Notes is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2021.

The estimated fair value of N&B’s long-term borrowings was determined using Level 2 inputs within the fair value hierarchy, as described in Note 16. Based on quoted market prices for the same or similar issues, or on current rates offered to N&B for debt of the same remaining maturities, the fair value of N&B’s long-term borrowings was $6.3 billion at September 30, 2020. There were no borrowings at December 31, 2019.

Upon consummation of the Merger, the Notes will be guaranteed on a senior unsecured basis by IFF. As a result of the Merger, the existing shares of N&B common stock will be automatically converted into the right to receive shares of IFF common stock.

On or after the earlier of (i) the closing date of the Second Merger and (ii) October 15, 2021, N&B may redeem any series of the Notes prior to their applicable par call date. N&B may redeem each series of Notes, in whole or in part, at its option, at any time prior to (i) with respect to the 2022 Notes, September 15, 2022, (ii) with respect to the 2025 Notes, September 1, 2025, (iii) with respect to the 2027 Notes, August 15, 2027, (iv) with respect to the 2030 Notes, August 1, 2030, (v) with respect to the 2040 Notes, May 15, 2040 and (vi) with respect to the 2050 Notes, June 1, 2050, in whole or in part, at a redemption price equal to the greater of the following amounts: 100% of the principal amount of the Notes of the applicable series to be redeemed on that redemption date; and the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed on that redemption date as calculated by N&B, excluding accrued and unpaid interest on the redemption date, discounted to the redemption date on a semi-annual basis based at the applicable treasury rate, plus (i) 10 basis points in the case of the 2022 Notes, (ii) 15 basis points in the case of the 2025 Notes, (iii) 25 basis points in the case of the 2027 Notes, (iv) 25 basis points in the case of the 2030 Notes, (v) 30 basis points in the case of the 2040 Notes and (vi) 30 basis points in the case of the 2050 Notes; plus, in each case, accrued and unpaid interest on the Notes being redeemed.

On or after the applicable par call date with respect to each series of Notes, the redemption price for the Notes to be redeemed will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest. The 2022 Notes will not be subject to any par call period (and may only be redeemed as described above).

Following the Merger, upon the occurrence of a change of control with respect to a particular series of Notes, N&B will be required to make an offer to repurchase the Notes of such series at a price equal to 101% of their principal amount, plus accrued and unpaid interest.

 

18

The Notes are subject to customary events of default, including, among other things, payment default, failure to provide certain notices thereunder, failure to maintain IFF’s guarantee following the Merger and certain provisions related to bankruptcy events. The Notes are also subject to certain customary covenants that will limit, among other things, N&B’s ability to engage in mergers or consolidations other than the Merger with IFF, to create liens, to enter into sale and lease-back transactions and to transfer or lease all or substantially all of its assets. Financial covenants are not applicable to N&B until the Merger is consummated.

Following the consummation of the Second Merger, at the option of N&B and IFF, IFF may assume the obligations of N&B with respect to the Notes, (the “IFF Notes Assumption”). In addition, on or prior to the 90^th day following the consummation of the Merger, if IFF has not consummated the IFF Notes Assumption, Merger Sub II as successor to N&B, shall guarantee IFF’s debt securities and syndicated credit facilities which guarantee shall be released upon consummation of the IFF Notes Assumption.

Other than the debt described above, Parent’s current and long-term debt, and related interest expense, have not been recognized within N&B’s interim Combined Financial Statements, because they are not specifically identifiable to N&B.

NOTE 11 — COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

N&B is involved in numerous claims and lawsuits, principally in the United States, including various product liability (involving N&B’s current or former products), intellectual property, employment related, and commercial matters. Certain of these matters may purport to be class actions and seek damages in very large amounts. Liabilities related to matters that are not directly attributable to the N&B business and for which N&B is not the legal obligor are not recognized within N&B’s interim Combined Financial Statements for any of the periods presented.

As of September 30, 2020, N&B had recorded a liability of approximately $4 million related to the foregoing (although it is reasonably possible that the ultimate cost could be up to twice the accrued amount). Because such matters are subject to inherent uncertainties, and unfavorable rulings or developments could occur, there can be no certainty that N&B will not ultimately incur charges in excess of presently recorded liabilities. Although considerable uncertainty exists, management does not believe it is reasonably possible that the ultimate disposition of these matters will have a material adverse effect on N&B’s results of operations, combined financial position or liquidity. However, the ultimate liabilities could be material to results of operations in the period recognized.

NOTE 12 — PENSION PLANS

N&B employees participate, as eligible, in N&B and Parent’s sponsored pension plans, including defined benefit plans and defined contribution plans. Where permitted by applicable law, Parent reserves the right to amend, modify, or discontinue the plans at any time.

 

19

The following sets forth the components of N&B’s net periodic benefit cost for defined benefit pension plans:

 

Net Periodic Benefit Cost for All Plans (In millions)		Nine Months Ended September 30,
		2020				2019
Defined Benefit Pension Plans:
Service cost		$	14			$	8
Interest cost			3				6
Expected return on plan assets			(7	)			(9	)
Amortization of unrecognized loss			4				2
Amortization of prior service benefit			—				4
Settlement loss			2				—
Net periodic benefit cost – total		$	16			$	11

Net periodic benefit cost, other than the service cost component, is included in “Other expense (income), net” in the interim Combined Statements of Operations.

NOTE 13 — OPERATING LEASES

Operating lease costs for the nine months ended September 30, 2020 and 2019 were $35 million and $33 million, respectively. Operating cash flows from operating leases for the nine months ended September 30, 2020 and 2019 were $35 million and $33 million, respectively.

Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. New operating lease assets and liabilities entered into during the nine months ended September 30, 2020 were $67 million and $17 million for the nine months ended September 30, 2019. Supplemental balance sheet information related to leases was as follows:

 

(In millions)		September 30, 2020				December 31, 2019
Operating Leases
Operating lease right-of-use assets 1		$	196			$	123
Current operating lease liabilities 2			44				30
Noncurrent operating lease liabilities 3			154				94
Total operating lease liabilities		$	198			$	124

 

1.	Included in “Other assets” in the interim Condensed Combined Balance Sheet.

2.	Included in “Accrued and other current liabilities” in the interim Condensed Combined Balance Sheet.

3.	Included in “Other liabilities” in the interim Condensed Combined Balance Sheet.

 

20

NOTE 14 — ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the activity related to each component of accumulated other comprehensive loss for the nine months ended September 30, 2020 and 2019:

 

Accumulated Other Comprehensive Loss (In millions)		Cumulative Translation Adjustment				Pension and OPEB				Total
2019
Balance at January 1, 2019		$	(658	)		$	4			$	(654	)
Other comprehensive (loss) income before reclassifications			(368	)			2				(366	)
Amounts reclassified from accumulated other comprehensive loss			—				—				—
Net other comprehensive (loss) income		$	(368	)		$	2			$	(366	)
Balance at September 30, 2019		$	(1,026	)		$	6			$	(1,020	)
2020
Balance at January 1, 2020		$	(834	)		$	2			$	(832	)
Other comprehensive income (loss) before reclassifications			291				(9	)			282
Amounts reclassified from accumulated other comprehensive loss			—				—				—
Net other comprehensive income (loss)		$	291			$	(9	)		$	282
Balance at September 30, 2020		$	(543	)		$	(7	)		$	(550	)

The tax effects on the net activity related to each component of other comprehensive loss for the nine months ended September 30, 2020 and 2019 were immaterial.

NOTE 15 — FINANCIAL INSTRUMENTS

The following table summarizes the fair value of financial instruments at September 30, 2020:

 

Fair Value of Financial Instruments (In millions)		September 30, 2020
		Cost				Gain				Loss				Fair Value
Restricted cash 1		$	6,206			$	—			$	—			$	6,206
Long-term debt		$	(6,192	)		$	2			$	(99	)		$	(6,289	)

 

1.	Restricted cash consists of net proceeds from the Notes Offering which were deposited into an escrow account. Refer to Note 10 and Note 16 for further information.

At December 31, 2019, N&B did not have any borrowings or restricted cash.

NOTE 16 — FAIR VALUE MEASUREMENTS

Fair Value Measurements on a Recurring Basis

The following table summarizes the basis used to measure certain liabilities at fair value on a recurring basis:

 

Basis of Fair Value Measurements on a Recurring Basis at September 30, 2020 (In millions)		Significant Other Observable Inputs (Level 2)
Asset at fair value:
Restricted cash 1		$	6,206
Total assets at fair value		$	6,206
Liabilities at fair value:
Long-term debt 2		$	6,289
Total liabilities at fair value		$	6,289

 

1.	Includes money market funds held at amortized cost, which approximates fair value.

2.	Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to N&B for debt of the same remaining maturities and terms.

 

21

Fair Value Measurements on a Nonrecurring Basis

The following table summarizes the basis used to measure certain assets at fair value on a nonrecurring basis:

 

Basis of Fair Value Measurements on a Nonrecurring Basis (In millions)		Significant Other Observable Inputs (Level 3)				Total Losses
September 30, 2019
Assets at fair value:
Investment in nonconsolidated affiliates		$	4			$	(63	)
Goodwill		$	—			$	(674	)

As discussed in Note 4, during the nine months ended September 30, 2019, N&B recorded an other-than-temporary impairment charge, classified as a Level 3 measurement, related to an equity method investment within the Health & Biosciences segment. The impairment charge of $63 million was recorded in “Restructuring and asset related charges, net” in the interim Combined Statements of Operations. Additionally, as discussed in Note 9, during the nine months ended September 30, 2019, N&B recorded a goodwill impairment charge related to the Health & Biosciences segment.

There were no impairments recorded related to fair value measurements on a nonrecurring basis for the nine months ended September 30, 2020.

NOTE 17 — SEGMENT INFORMATION

N&B’s operations are classified into three reportable segments based on similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution and regulatory environment. N&B’s reportable segments are Food & Beverage, Health & Biosciences, and Pharma Solutions. Major products by segment include Food & Beverage (Emulsifiers, Sweeteners, Functional Solutions, and Protein Solutions); Health & Biosciences (Dietary Supplements, Food Protection, Cultures, Enzymes and Microbial Control); and Pharma Solutions (Pharma Excipients, Industrial Applications, and Nitrocellulose). N&B operates globally in substantially all of its product lines.

N&B’s measure of profit/loss for segment reporting purposes is Segment Operating EBITDA as this is the manner in which N&B’s chief operating decision maker (“CODM”) assesses performance and allocates resources. N&B defines Segment Operating EBITDA as earnings (net (loss) income) before interest, taxes on (loss) income, non-operating pension and other post-employment benefit costs, depreciation and amortization, exchange gains and losses, and corporate expenses, excluding certain significant items. N&B believes that its primary measure of segment profitability, Segment Operating EBITDA, provides relevant and meaningful information to investors about the ongoing operating results of N&B and underlying prospects of N&B.

 

22

The following table summarizes segment information for the nine months ended September 30, 2020 and 2019:

 

Segment Information (In millions)		Food & Beverage				Health & Biosciences				Pharma Solutions				Total
For the nine months ended September 30, 2020
Net sales		$	2,163			$	1,754			$	640			$	4,557
Segment Operating EBITDA 1		$	467			$	529			$	192			$	1,188
Equity in earnings of nonconsolidated affiliates		$	—			$	2			$	—			$	2
For the nine months ended September 30, 2019
Net sales		$	2,237			$	1,756			$	625			$	4,618
Segment Operating EBITDA 1		$	451			$	475			$	176			$	1,102
Equity in earnings of nonconsolidated affiliates		$	—			$	—			$	—			$	—

 

1.	A reconciliation of “Net loss” to Segment Operating EBITDA is provided in the table below.

Reconciliation to Combined Financial Statements

Net loss in the interim Combined Statements of Operations reconciles to Segment Operating EBITDA as follows:

 

Reconciliation of Net Loss to Segment Operating EBITDA (In millions)		Nine Months Ended September 30,
		2020				2019
Net loss		$	(449	)		$	(481	)
+ Taxes on loss			(122	)			46
Loss before income taxes		$	(571	)		$	(435	)
+ Depreciation and amortization			1,295				471
+ Interest expense, net 1			57				1
+ Non-operating pension & OPEB benefit cost 1			2				3
- Foreign exchange losses, net 1			(14	)			(5	)
- Significant items			(362	)			(1,021	)
- Other corporate costs 2			(29	)			(36	)
Segment Operating EBITDA		$	1,188			$	1,102

 

1.	Included in “Other expense (income), net”.

2.	Consists of corporate overhead costs that were historically not allocated into management results.

The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA:

 

Significant Items by Segment for the Nine Months Ended September 30, 2020 (In millions)		Food & Beverage				Health & Biosciences				Pharma Solutions				Total
Integration and separation costs 1		$	(167	)		$	(135	)		$	(49	)		$	(351	)
Restructuring and asset related charges, net 2			(4	)			(6	)			(1	)			(11	)
Total		$	(171	)		$	(141	)		$	(50	)		$	(362	)

 

1.	Integration and separation costs related to post-DWDP Merger integration activities and the separation of N&B.

2.	Includes restructuring plans and asset related charges. See Note 4 for additional information.

 

23

Significant Items by Segment for the Nine Months Ended September 30, 2019 (In millions)		Food & Beverage				Health & Biosciences				Pharma Solutions				Total
Integration and separation costs 1		$	(83	)		$	(67	)		$	(27	)		$	(177	)
Restructuring and asset related charges, net 2			(30	)			(119	)			(21	)			(170	)
Goodwill impairment charge 3			—				(674	)			—				(674	)
Total		$	(113	)		$	(860	)		$	(48	)		$	(1,021	)

 

1.	Integration and separation costs related to post-DWDP Merger integration and separation activities.

2.	Includes restructuring plans and asset related charges. See Note 4 for additional information.

3.	See Note 9 for additional information.

 

24

Report of Independent Registered Public Accounting Firm

To the Board of Directors of DuPont de Nemours, Inc.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of the Nutrition & Biosciences business (“N&B”) (Successor) of DuPont de Nemours, Inc. as of December 31, 2019 and 2018, and the related combined statements of operations, of comprehensive (loss) income, of changes in equity and of cash flows for the years ended December 31, 2019 and 2018, and for the period from September 1, 2017 through December 31, 2017, including the related notes and schedule of valuation and qualifying accounts for the years ended December 31, 2019 and 2018, and for the period from September 1, 2017 through December 31, 2017 listed in the index appearing under Item 21(b) (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of N&B as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years ended December 31, 2019 and 2018, and for the period from September 1, 2017 through December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 3 to the combined financial statements, N&B changed the manner in which it accounts for leases in 2019.

Basis for Opinion

These combined financial statements are the responsibility of N&B’s management. Our responsibility is to express an opinion on N&B’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to N&B in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these combined financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

May 7, 2020

We have served as N&B’s auditor since 2019.

 

25

Report of Independent Registered Public Accounting Firm

To the Board of Directors of DuPont de Nemours, Inc.

Opinion on the Financial Statements

We have audited the accompanying combined statements of operations, of comprehensive (loss) income, of changes in equity and of cash flows of the Nutrition & Biosciences business (“N&B”) (Predecessor) of DuPont de Nemours, Inc. for the period from January 1, 2017 through August 31, 2017, including the related notes and schedule of valuation and qualifying accounts for the period from January 1, 2017 through August 31, 2017 listed in the index appearing under Item 21(b) (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the results of operations and cash flows of N&B for the period from January 1, 2017 through August 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These combined financial statements are the responsibility of N&B’s management. Our responsibility is to express an opinion on N&B’s combined financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to N&B in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these combined financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

May 7, 2020

We have served as N&B’s auditor since 2019.

 

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N&B

Combined Statements of Operations

 

		Successor																Predecessor
(In millions)		For the Year Ended December 31, 2019				For the Year Ended December 31, 2018				For the Period September 1 through December 31, 2017								For the Period January 1 through August 31, 2017
Net sales		$	6,076			$	6,216			$	1,885							$	2,810
Cost of goods sold			4,043				4,196				1,671								1,808
Research and development expenses			288				275				88								139
Selling and administrative expenses			704				760				262								403
Amortization of acquisition-related intangibles			349				311				96								84
Restructuring and asset related charges, net			180				29				20								8
Goodwill impairment charge			674				—				—								—
Integration and separation costs			264				136				42								57
Other income, net			(6	)			(10	)			(10	)							(113	)
(Loss) income before income taxes			(420	)			519				(284	)							424
Taxes on (loss) income			51				125				(481	)							139
Net (loss) income			(471	)			394				197								285
Net income attributable to noncontrolling interests			1				1				1								5
Net (loss) income attributable to N&B		$	(472	)		$	393			$	196							$	280

See Notes to the Combined Financial Statements

 

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N&B

Combined Statements of Comprehensive (Loss) Income

 

		Successor																Predecessor
(In millions)		For the Year Ended December 31, 2019				For the Year Ended December 31, 2018				For the Period September 1 through December 31, 2017								For the Period January 1 through August 31, 2017
Net (loss) income		$	(471	)		$	394			$	197							$	285
Other comprehensive (loss) income, net of tax:
Cumulative translation adjustments			(176	)			(536	)			(142	)							415
Pension and other post-employment benefit plans			(2	)			4				—								(3	)
Total other comprehensive (loss) income			(178	)			(532	)			(142	)							412
Comprehensive (loss) income			(649	)			(138	)			55								697
Comprehensive income attributable to noncontrolling interests, net of tax			1				1				1								5
Comprehensive (loss) income attributable to N&B		$	(650	)		$	(139	)		$	54							$	692

See Notes to the Combined Financial Statements

 

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N&B

Combined Balance Sheets

 

(In millions)		December 31, 2019				December 31, 2018
Assets
Current Assets
Accounts and notes receivable, net		$	1,092			$	987
Inventories			1,422				1,406
Prepaid expenses and other current assets			81				64
Total current assets			2,595				2,457
Property
Property, plant and equipment			4,408				4,298
Less: Accumulated depreciation			1,427				1,237
Property, plant and equipment, net			2,981				3,061
Goodwill			11,196				12,017
Other intangible assets, net			4,377				4,771
Deferred income tax assets			36				9
Other assets			354				297
Total Assets		$	21,539			$	22,612
Liabilities and Equity
Current Liabilities
Accounts payable		$	645			$	741
Employee compensation and benefits			125				144
Income taxes payable			51				67
Accrued and other current liabilities			111				79
Total current liabilities			932				1,031
Noncurrent Liabilities
Deferred income taxes			1,079				1,174
Other liabilities			252				159
Total noncurrent liabilities			1,331				1,333
Total Liabilities		$	2,263			$	2,364
Commitments and contingent liabilities (Note 17)
Equity
Parent company net investment			20,081				20,875
Accumulated other comprehensive loss			(832	)			(654	)
Total N&B equity			19,249				20,221
Noncontrolling interests			27				27
Total equity			19,276				20,248
Total Liabilities and Equity		$	21,539			$	22,612

See Notes to the Combined Financial Statements

 

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