Exhibit 99.3
Reconciliation ofNon-GAAP Measures (Unaudited)
Pro forma operating EBITDA is a supplemental measure of performance that is not required by, or presented in accordance with, GAAP. Subsequent to the Distributions, DuPont management intends to utilize pro forma operating EBITDA because management believes that this measure provides additional information about the ability to meet future debt service, capital expenditures and working capital requirements. Pro forma operating EBITDA - DuPont is defined as pro forma earnings (i.e. pro forma “Income (loss) from continuing operations before income taxes”) before interest, depreciation, amortization,non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, excluding the impact of adjusted significant items.
Pro forma information used in the calculation of pro forma operating EBITDA - DuPont was determined in accordance with Article 11 ofRegulation S-X and was derived from DowDuPont’s historical consolidated financial statements and accompanying notes, adjusted to give effect to the Transactions as if they had been consummated on January 1, 2017. The pro forma financial statements were based on and should be read in conjunction with the separate historical financial statements contained in DowDuPont’s Annual Report on Form10-K for the year ended December 31, 2018 and in each of Historical Dow and Historical DuPont’s Annual Reports on Form10-K for the year ended December 31, 2018.
For the years ended December 31, 2018 and 2017, pro forma operating EBITDA - DuPont was $4.9 billion and $4.0 billion, respectively. 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 agriculture and materials science businesses that did not meet the definition of discontinued operations in accordance with ASC 205. 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 and communications, public affairs & government affairs functions. These costs related to Historical Dow will not be incurred by DowDuPont (and DuPont post the Corteva Distribution) subsequent to the distribution of Dow on April 1, 2019.
The reconciliation between pro forma operating EBITDA - DuPont and pro forma income from continuing operations, net of tax - DuPont, its most directly comparable GAAP measure, is as follows for the periods indicated:
| | | | | | | | |
(in millions) | | Year Ended December 31, 2018 | | | Year Ended December 31, 2017 | |
Pro forma income from continuing operations, net of tax - DuPont | | $ | 281 | | | $ | 528 | |
+ Provision (credit) for income taxes on continuing operations | | | 177 | | | | (1,903 | ) |
| | | | | | | | |
Pro forma income (loss) from continuing operations before income taxes | | $ | 458 | | | $ | (1,375 | ) |
| | | | | | | | |
+ Depreciation and amortization | | | 2,170 | | | | 2,131 | |
– Interest income1 | | | (39 | ) | | | (22 | ) |
+ Interest expense and amortization of debt discount | | | 684 | | | | 684 | |
-Non-operating pension/OPEB benefit | | | (96 | ) | | | (57 | ) |
+ Foreign exchange losses, net1, 2 | | | 43 | | | | 493 | |
+ Adjusted significant items | | | 1,704 | | | | 2,176 | |
| | | | | | | | |
Pro forma operating EBITDA - DuPont | | $ | 4,924 | | | $ | 4,030 | |
| | | | | | | | |
1. | Reflected in sundry income (expense) - net. |
2. | Excludes a $50 million pretax foreign exchange loss included in adjusted significant items, related to adjustments to Historical DuPont’s foreign currency exchange contracts as a result of U.S. tax reform during the year ended December 31, 2018. |
Adjusted Significant Items
| | | | | | | | |
(in millions) | | Year Ended December 31, 2018 | | | Year Ended December 31, 2017 | |
Merger-related inventorystep-up amortization1 | | $ | 72 | | | $ | 938 | |
Net loss (gain) on change in joint venture ownership and sale of assets2 | | | 41 | | | | (162 | ) |
Integration and separation costs | | | 1,394 | | | | 810 | |
Income tax related item3 | | | 50 | | | | — | |
Restructuring and asset-related charges - net | | | 147 | | | | 590 | |
| | | | | | | | |
Total adjusted significant items | | $ | 1,704 | | | $ | 2,176 | |
| | | | | | | | |
1. | Reflected in cost of sales. |
2. | Reflected in sundry income (expense) - net. |
3. | Includes a foreign exchange loss related to adjustments to Historical DuPont’s foreign currency exchange contracts as a result of U.S. tax reform. |
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