Thank you for standing by. My name is Krista, and I will be your conference operator today. At this time, I would like to welcome everyone to the DuPont Investor Update Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during that time, simply press star, followed by the number one on your telephone keypad. And if you would like to withdraw that question, again, press star one. Thank you. I will now turn the conference over to Chris Mecray, Vice President of Investor Relations. Chris, you may begin your conference.
Good morning, and thank you for joining us on short notice for today's call. Joining me today are Ed Breen, Executive Chairman and Chief Executive Officer, and Lori Koch, Chief Financial Officer. We'll spend about 15 minutes discussing details of yesterday's announcements, which are posted to our website, and we will then conduct a question-and-answer session. We have prepared slides to supplement our remarks, which are posted on DuPont's website under the Investor Relations tab and through the webcast link. Please note the cautions regarding forward-looking statements included in yesterday's announcement and our slides. In summary, statements in the announcements, the slides, and on this conference call regarding our expectations or predictions for the future are forward-looking statements intended to be covered by the safe harbor provision under federal securities laws.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. Our Form 10-K, as updated by current and periodic reports, includes detailed discussion of certain risks and uncertainties which may cause such differences. We also may refer to non-GAAP measures. Reconciliations to the most directly comparable GAAP financial measures are maintained on DuPont's Investor Relations website. I'll now turn the call over to Ed.
Thank you, and good morning, everyone. Yesterday, we announced our plan to separate DuPont into three independent, publicly traded companies. We intend to accomplish this by executing tax-free separations of our electronics and water businesses, which will create standalone, pure-play entities in the respective industries, with New DuPont continuing as a diversified industrials company. At separation, all three companies are expected to have attractive financial profiles and compelling opportunities for long-term growth, supported by strong secular trends and balance sheets to enable both organic and acquisitive growth. Turning to slide four. After careful consideration, we concluded that operating these businesses as independent companies provides the best path for long-term value creation, and we believe the time to do it is now. First, we believe these actions will unlock value, given the expected valuation of each standalone company relative to market peers.
Medium term, we also believe each future company will benefit from increased flexibility and focus on voice of the customer in each distinct market. From a shareholder view, we believe that each company will offer a distinct and compelling investment profile, appealing to different shareholder bases. Tailored capital allocation framework should also maximize growth outcomes while allowing flexibility to pursue portfolio-enhancing M&A. Each company will also have strong, differentiated balance sheets as a foundation to execute its growth plans, which will allow prioritization of investment where the most value can be created. From an employee and management perspective, these actions will create compelling advancement opportunities, as each company can provide more tailored career opportunities and incentives, as well as attract talent. Over my career, I have witnessed this approach play out well across multiple prior separations.
Finally, each company will have dedicated governance with their own Boards, with deep domain expertise in their respective industries. Turning to slide 5, we also announced yesterday that effective June 1, I will be transitioning to a full-time role as Executive Chairman to oversee the separations, and I will remain actively involved in the company. I am very excited to turn over the CEO role to Lori Koch. Lori has been a key leader within DuPont for many years, and her elevation to the CFO role in 2020 was in recognition of her deep skill set and overall strong business acumen, something which has been very well affirmed over time and recognized by me, by the Board, and by the broader DuPont leadership team. I'm confident that Lori will be terrific in the new role.
Lori and I are also both thrilled to announce the appointment of Antonella Franzen as our Chief Financial Officer. Some of you may know Antonella already, given her background with Tyco for nearly a decade and subsequently for over five years with Johnson Controls, including IR and communications leadership roles. She has been our Water and Protection CFO since joining in 2022, and we are confident that she will be excellent in the new role, given her extensive experience, including with companies undergoing significant transformation. Lori and Antonella will continue in their respective positions within the New DuPont following completion of the separations. With that, I'll turn it over to Lori to provide more detail on the three future companies.
Thanks, Ed. I am deeply honored to take over as CEO of DuPont to lead this next chapter, and I'm excited to partner with Antonella. Turning to slide six. We believe the portfolio focus that we will achieve through creation of these three independent companies will create compelling value.
New DuPont will continue as a premier diversified industrial company, consisting of a set of market-leading businesses, which generated net sales of $6.6 billion in 2023, and collectively are expected to grow at above GDP rates. We expect New DuPont will have solid margins and strong free cash flow conversion. We are targeting an investment-grade balance sheet and will maintain a balanced financial policy. Electronics will consist of businesses which generated net sales of $4 billion in 2023, and it will be a leading global pure-play provider of advanced semiconductor and electronics products. The new company will benefit from excellent secular growth opportunities associated with semiconductor markets, while leveraging a strong financial profile. Electronics will compete with a set of recognized global semi participants, and we expect to attract an investor base commensurate with this profile.
The future water company will consist of businesses which generated net sales of approximately $1.5 billion in 2023, and it will be a global pure-play water technology leader with a comprehensive portfolio of filtration technologies serving an array of end markets. The business has a strong financial profile, reflective of its industry-leading IP and product differentiation, while megatrends in water are expected to drive secular growth well above GDP. The business competes with recognized water industry participants that also attract a unique investor base differentiated from DuPont today. I will provide further detail in each of the three companies, beginning with New DuPont on slide 7. Following the separation, New DuPont will be comprised of three focused business lines, including healthcare, advanced mobility, and safety and protection.
The company will remain a premier diversified industrial company with a portfolio of iconic brands and solutions powered by deep material science innovation and customer-centric application engineering expertise. New DuPont will have a significant exposure to healthcare end markets with a variety of products across different channels. It will also have a strong and differentiated position in advanced mobility, including significant leverage from EV growth and wear and friction applications with global auto markets. Finally, our safety and protection business will continue to leverage the iconic brands such as Tyvek, Kevlar, and Nomex. As I mentioned earlier, New DuPont is expected to maintain its investment-grade credit rating and will continue to prioritize cash flow generation and have a balanced financial policy similar to DuPont today. Turning to slide eight, I'd like to highlight some of the key features of the New DuPont portfolio.
The healthcare pillar, representing about 25% of net sales, will feature our Liveo biopharma consumables, our Spectrum Advanced Medical Device business, and the industry-leading Tyvek garments and medical packaging franchise, all providing exposure to fast-growing healthcare markets. This growth area will benefit from a set of megatrends within healthcare and life sciences, which should generate growth above GDP. Our advanced mobility pillar, which will constitute about 25% of net sales, consists of our adhesives and other technologies and applications that are well positioned to address secular demand tailwinds for hybrid and electric vehicles, as well as next-generation engines and aerospace. The business has an excellent growth track record, with a site and business infrastructure well situated to serve a global customer base.
Within safety and protection, comprising about 50% of net sales, our trusted and iconic brands and deep, multi-decade customer relationships serve a wide-ranging set of customer requirements, from protecting first responders and military personnel to helping meet ever-changing sustainability and regulatory mandates in the building product space. The business also includes industrial applications, providing specialized advanced materials for demanding and challenging environments within markets such as electrical infrastructure and commercial aerospace. Turning to slide 9, Electronics will be a leading pure-play materials provider comprised of the existing semiconductor technologies and interconnect solutions lines of business, and including the electronics-related portion of industrial solutions. The company will consist of a leading portfolio of differentiated electronics materials and component solutions for leading-edge semiconductor chips, advanced packaging and interconnects, and thermal management solutions.
The company is perfectly positioned to benefit from the long-term drivers inherent in the electronic space, including the emerging driver of artificial intelligence. We have long-term relationships with all key semiconductor and other electronics industry OEMs, and a strong history of co-development and application engineering to ensure customer success. As a company, Electronics will be well positioned to pursue innovation-based growth as well as M&A, leveraging a strong financial profile and a pure-play focus on its attractive end markets. Continuing with electronics on slide 10, the new company will be well positioned to capture growth driven by key megatrends such as artificial intelligence and high-performance computing, high-speed connectivity, smart and autonomous vehicles, and the Internet of Things.
With about 60% of net sales centered around semiconductors, the electronics business expects to benefit from key leadership positions and strong customer relationships serving semiconductor OEMs, primarily via consumables used in the chip manufacturing process, as well as serving broader consumer-based electronics markets with metallization chemistries, connectivity solutions, displays, and printed circuit board materials. As mentioned, the business is well-equipped to participate in the AI-driven growth acceleration via both our semi-related products geared towards advanced node chips for data centers, as well as other key AI-enabling applications, including advanced interconnect products, assembly and packaging technologies, and thermal management solutions. We believe these leading positions and exposure to advanced and leading-edge technologies will continue to drive industry outperformance for the future electronics company. Turning to slide 11, following its planned separation, Water will be a leading pure-play company with excellent alignment to key macro growth drivers.
The new company will be comprised of the existing Water Solutions line of business, which includes one of the broadest filtration portfolios globally, with leading technologies including reverse osmosis, ion exchange resins, and ultrafiltration, as well as specialized technology offerings. The water business is well aligned with secular growth trends that combine leading-edge innovation, global scale, and deep customer relationships, including a strong presence in the emerging markets. The business model also benefits from a significant recurring revenue profile. On slide 12, you can see that key megatrends within water are driving growth across its primary market segments. These include industrial water and energy, life science and specialty, municipal and desalination, and residential and commercial applications.
Growth in these areas is driven by a range of global sources, including growing demand and a critical need for access to clean water, evolving wastewater management regulation, and a global response to concerns for water scarcity and circularity. In addition to leading technology platforms, we believe our water portfolio will benefit from continued focus and investment in emerging and new technology offerings. We have key technologies to serve customers in multiple channels, including large emerging markets such as direct lithium extraction and green hydrogen production. Regarding the transactions overview on slide 13, I'll highlight that we expect the separations to be completed within 18-24 months. I would also note that the full leadership team, as well as boards of the future electronics and water businesses, will be named later, and we do expect to operate and report with these new leadership teams in advance of the separation.
With that, I'll turn it back to Ed.
Thanks, Lori. In closing, on slide 14, this continued transformation is enabled by the hard work and dedication that our teams have shown over recent years to establish the structure around each business that can allow them to stand alone and thrive. We are proud that our financial and operational progress over recent years will allow us to take this next step in value creation, which we firmly believe will benefit all stakeholders. We are excited about the next chapter, and we look forward to updating you on our progress along the way. With that, we are pleased to take your questions, and let me turn it back to the operator to open the Q&A.
Thank you. We will now begin the question-and-answer session. If you would like to ask a question, please press * 1 on your telephone keypad to raise your hand and join the queue. If you would like to withdraw that question, please press * 1 again, and please limit yourself to one question and a single follow-up. Your first question comes from the line of Jeff Sprague from Vertical Research. Please go ahead.
Thank you. Good morning, everyone. Congrats-
Good morning, Jeff.
Good morning. Congrats, especially to Lori and Antonella.
Thank you.
Yeah, a couple things here. First, just thinking about, you know, the potential for something beyond what you've announced here today to play out. I guess I got—I have two questions, Ed or Lori. First, as it relates to kind of the PFAS liabilities, would there be any issue with the remaining burden of the PFAS liabilities on, say, you know, two of these three pieces if you were to somehow kind of execute, you know, a outright divestiture of a third piece, you know, in advance of the spins?
Yeah. No, Jeff, It's gonna be allocated between the three business, pro rata, based on their EBITDA, as we get into the last year before the spin. That's, that's what the side letter says, and obviously, we're gonna follow the side letter on that.
Okay. So, there's no way to carve out and kind of keep the PFAS away from a particular piece. Okay.
No, but, but, Jeff, I would hope with this being 18-24 months down the road, you know, we've made great progress on settling PFAS. And, you know, and look, you can see by the other settlements, this thing's playing out where our consortium is kind of in that 3%-7% exposure range, and we're only a third of that. And obviously, I would expect in the next 18-24 months to continue to make more progress, against that. So, it's gonna become, keep getting diminished, you know, what's left over, you know, over time here, and hopefully good progress in the next two years.
Great. And then just as a follow-up, 18-24 months does sound like a long time. Is there a, you know, particular complexity you're working through here as part of this? And do you have an initial view on what the, kind of the dis-synergies are of standing up two new public companies?
Yeah. It's, Jeff, it's... You know, we'll move as fast as we can, but 18-20, for something this size, 24 months, is actually pretty typical. It's pretty typical what I've done in the past. But the long pole in the tent is the tax work that we have to do, so, we can make sure as we go into the three companies, we're as tax efficient as we can be. And there's some countries where you have to actually stand up the separate business and run it for a full 12 months to get the tax-free status or the status that you had. So, that. But, you know, we'll move as fast as we can on that. And, Lori, you can cover the-
Yeah, on the dissynergies, Jeff, we're looking at roughly $60 million across all three, so, not a huge number. We'll look to maintain the efficiency that we have and corporate costs, you know, at that 1% of sales rate.
Great. Thank you.
Thanks, Jeff.
Your next question comes from the line of Steve Tusa with J.P. Morgan. Please go ahead.
Hey, good morning. Congrats.
Thanks, Steve.
I'm just curious as to timing, Ed. I mean, when do you actually, like, leave the building? And it just seems a little bit sudden that, you know, you'd announce this, and then I guess you're moving into the executive chairman role, like, before you guys actually report the second quarter. Is that right?
Yeah, yeah. It's effective, I guess, in about a week. Yeah, June 1. But first of all, the role I'm taking is a full-time role, Steve, and you know, Lori, me, and I've known Antonella for, I think, 20 years now, so, we all have a great working relationship. But I'll focus more on all the separation work. We gotta hire the new boards, put the right management teams in place of the companies. So, we got a lot of work to do here. By the way, we thought with the board, I said that a board timing is good. We're coming out of the destock cycle.
I clearly wanted to be a part of the PFOA so people could box in the exposure on that, which I think people can very well do now. I think, you know, I think we're going into a real upcycle in the semiconductor industry. I think timing is actually perfect for us at this point in time.
So, I guess, when it comes to this kind of orders backlog thing you guys have been talking about for a while, any update there as we move through the end of, get to the end of May?
No, order rates are tracking to what we need to hit the numbers. I think you could see in the press release, Steve, we reconfirmed guidance for the quarter and for the year, and I will just add one other tidbit. The month of April was a very solid month for us.
Okay. Great. Congrats again, and looking forward to watching this progress. Thanks.
Great. Thank you, Steve.
Your next question comes from the line of John Roberts with Mizuho. Please go ahead.
Thank you. Ed, would you plan on going on the boards of the two Spin Cos like you did Nutrition?
Yeah. Not, not decided yet, John, but I'm sure we'll be having that conversation. Clearly, I have a lot of vested interest in all three of these companies, so, we'll see how that plays out, but that'll be a conversation we'll have down the road. And by the way, just to mention a little more on that whole front, you know, we will announce along the way, management teams, new board members, and we would expect, Lori and I have talked about this, that we would run in the new form factor somewhere kind of in the middle of this separation process, so, we can report to you guys and our investors in the new format of the three companies.
Most likely, we'd have the management team or the CEOs of the other companies, you know, do their own presentation, so you'll really get a good feel for it before we spin it.
Then the peers for old DuPont included peers that had water and electronic or technical products. Who would you consider the smaller subset as the peers for New DuPont?
Yeah, we would look at Dover, ITT, other types of multi-industrials with similar portfolios to us, with many various, secular-based growth drivers.
Thank you.
Mm-hmm.
Your next question comes from the line of Josh Spector with UBS. Please go ahead.
Yeah, hi, good morning, and yeah, congrats to the team here. I just wanted to ask-
Sure
...on, is there any thought around dual, dual tracking any of this? So, I guess specifically, you know, when I look at water, clearly, it's a good business, but, you know, it's smaller scale relative to the other two. So, while this process might take 2 years to stand them up, would you run potentially a divestment process for that, or frankly, anything at the same time of any of this?
Well, I would just say it this way, I mean, look, if somebody—we're planning on spinning. That's our goal here. That's the game plan. You always take phone calls. If somebody wants to call you and propose something, sure, we're gonna listen to it, and, you know, you'd always make the analysis, is there a different path that creates more value or not? But, you know, our plan is, you know, moving forward, get the spins done. Potentially, by the way, 'cause the water is a little bit smaller, it—we potentially could get that one done before the separation of the electronics. And if we could get it done a little bit earlier, we would just spin it at that point. We wouldn't wait. So, we'll keep you guys apprised of that as we get down the road.
That's a possibility also.
Okay. And just if I could follow up specifically again around water. I think, you know, relative to investor perceptions, probably, you know, the peers for that business relative to your business, it's arguably probably the biggest gap in valuation in the portfolio. I guess, can you give some comments on how you view your positioning in that business versus some of those peers you mentioned? 'Cause there's definitely differences in how you compete and go to market and mix. So, you know, why do you think your business should deserve a much higher multiple similar to those peers?
Well, well, everyone in the water business has a multiple up in that range, number one. Number two, we have the most extensive line of filtration technologies possible, and we have technologies that are kind of just new for us in our portfolio, as Lori mentioned in the prepared remarks, for lithium extraction, green hydrogen, some really hot areas for the future. So, I think from an R&D standpoint and evolution standpoint, we're in a really very neat spot with this portfolio. It's also a very global portfolio. And it's, by the way, shown, besides the destocking we went through recently, because of China, shown nice, very nice, steady growth rates over time, similar to those other companies. And by the way, the margin profile is similar to the companies that we mentioned.
So, there's no other portfolio that has this filtration technology in the extent and the breadth of what we have.
Got it. Thank you.
Thank you.
Your next question comes from the line of Christopher Parkinson with Wolfe Research. Please go ahead.
Yeah. Hi, everyone, it's Harris signed on for Chris. Thanks for taking my question. So, you cited an ability just to be more agile, drive more tailored capital allocation strategy across the businesses. I guess, are there any areas that stand out to you as places where maybe you've been sub optimally investing in? And I'm just curious, given the level of buybacks over the last couple of years, why that would be the case? Thanks.
Yeah. No, we've always and will continue to invest at benchmark levels from both an R&D and a capital perspective, and actually in some areas that are really seeing hot growth, we will over-index, like in the semi space. So really the comment was more around M&A flexibility. So, you know, the valuation of the current DuPont sometimes can make it a challenge to do some of the deals in the electronics or water space, just because they are trading in that 20%+ range. So that comment was more around doing M&A activity. Also, if you look at the peer set with respect to their financial policies, they do tend to be more biased towards lower share repurchases and lower dividends, and then they reinvest that capital in innovation or in M&A activity.
So, the financial profiles of the water and the electronic companies will be, you know, slightly different than the current DuPont, which is more balanced in its investment of excess cash.
Got it. And, and then for my follow-up, maybe if, if you'd be able to just give a little bit more detail about, the leadership search for the, for the SpinCos. I guess, what will that process look like? And maybe just how you're thinking about the ideal capital structure for each of the three entities. Thank you.
Yeah, maybe I'll go first on capital structure. So, the New DuPont will look exactly like the current DuPont. So, we'll target an investment-grade credit rating and a leverage target similar to where DuPont is today. For electronics, we will also target an investment-grade credit rating, but we're also cognizant that some of the peers, you know, don't have the investment grade, but they're still highly rated. So, we'll go through the rating process for both of the spins. But we'll look to the peers as well. And then on water, just strictly due to size, it most likely wouldn't be investment grade, but it will, along with electronics and DuPont, have very strong balance sheets to be able to deliver value opportunities.
Yeah. On the management side, I don't want to get into too much detail on it, but I'd just say I think you'll see a nice mix of us hiring some outside talent and very nice promotions within the company into some key positions. You know, when you build out three public companies, we don't have enough people for the three public. That's that $60 million of dissynergy Lori talked about. So, there'll be some key hires, and we'll go look for the best talent out there. But clearly, some really nice internal promotions also will be coming.
Your next question comes from the line of John McNulty with BMO Capital Markets. Please go ahead.
Yeah, good morning. Thanks for taking my question, and congratulations again. So, I guess I understand you're trying to do this in a tax-free manner. I guess, that said, can you just give us your thoughts on the cost bases for each of these businesses? I guess my presumption would be water actually has a pretty high-cost base, just given a bunch of acquisitions there. But maybe you can kind of help us to think about that, just in case there is somebody who maybe is interested in some of these assets and comes over the top on them.
Yeah. So, our intention is to do a tax-free spin, as we had mentioned, so the cost basis really won't come into play from that perspective. On your specific water question, I can just say that it won't have the same tax profile that we did on the M&M transaction because we were able to use some efficient structures from the DowDuPont deal. So, you know, the, the water assets are primarily Dow, so they did not have the step up from the DowDuPont transaction in them. However, though, the acquisitions that we had done in that space were, were small, they were more on the technology side, so they wouldn't have a huge factor on the, on the cost basis. But as we move forward, we'll provide more information as appropriate.
But as of now, the cost basis really isn't a determinant in the spin structure.
Got it. Okay. Okay, fair enough. And then just as the follow-up, in terms of the balance sheet and, and maybe more importantly, the cash flows that you're going to be generating over the next 18-24 months, given all the moving parts now, are you precluded from buying back stock? And so, should we just think about cash continuing to build on the balance sheet and further improving the balance sheet, or can you keep deploying capital, or cash into buybacks? How should we be thinking about that?
... Yeah, we're not precluded. You know, we will start to deploy cash into the cost of the transactions to separate them, so that will be a use of cash. And we'll also continue to look at some small bolt-on activity, to see if we can bolster their portfolios before they spin out. So, there's no preclusion, but right now the focus will be on getting the separations done and getting the businesses as healthy as what they can be from an inorganic activity perspective, if we can add.
Got it. Thanks very much for the call.
Mm-hmm.
Your next question comes from the line of Frank Mitsch with Fermium Research. Please go ahead.
Good morning, and congratulations, Lori.
Thank you.
Ed, I'm curious, you mentioned that the timing for doing this transaction is perfect now. I think those are your words. I'm curious: How long has the company been seriously considering doing this transaction? And along with that, when can we expect to see the pro forma financials for each of the three companies?
Yeah. So, Frank, the board's been working on this for about a half a year now, somewhere in that zip code. We've had multiple, multiple meetings on it. You know, I mean, look, it's always. You've heard me publicly say all along, Lori and I both said, you know, we have a disconnect in valuation. These are great assets, and, you know, we always look at what the best path is. So, you know, things like this have been in our head for a long, long time, but the conversations with the board were a good half a year here, to get to this point.
Yeah, and on the timing of the statement, so, we have not started any work with respect to any of the tax stand-up or the IT separation or the carve-out financial. So maybe a little bit different than where we were in past transactions, where we front-end loaded some activity before we announced it. So, we will have pro forma financials out before the separations well in advance. I think Ed had mentioned we'll look to actually report in the new structure pre the separations. But the initial, you know, Form 10 filings, which will contain pro forma information, would be out, not, you know, sometime next year, probably towards the tail end of next year.
I got you. And I guess it's a little more difficult to separate out. Since you've resegmented to some extent, obviously, it's a bit more difficult to try and give us the last couple of years for the various segments.
So, we did.
Yep. Sorry.
Yeah. So, the re-segmentation that we did in electronics really doesn't impact the New Electronics. So, those businesses that moved into Semi and ICS will be part of Semi and ICS when they are separated. And we did provide, I believe, 5 years of revenue detail for those. And in the announcement materials we put out today, we showed the revenue and EBITDA profiles as well on a 2023 basis of what the three SpinCos look like.
Terrific. Thanks so much.
Mm-hmm.
Thanks, Frank.
Your next question comes from the line of David Begleiter with Deutsche Bank. Please go ahead.
Thank you, and of course, congrats to you, Lori, and Ed as well.
Thank you.
Lori and Ed, does the side agreement with Corteva have an expiration date? And can you remind us of the minimum EBITDA threshold in that side agreement?
Yeah. There's no expiration date. The minimum EBITDA is $2.5 billion, and if you drop below the $2.5 billion, that's when you have to start to allocate the liability on a pro rata trailing twelve months EBITDA basis. So, that's how we'll do it. We'll comply with all aspects of the side letter, of course, but there's finality-
Got it
... on how you have to allocate it. Mm-hmm.
Got it. Do you have an estimate of the transaction and separation costs of this transaction?
Yeah. Our preliminary high-level estimate is about $700 million in transaction costs to do the two separations.
Perfect. Thank you.
Mm-hmm.
Your next question comes from the line of Michael Leithead with Barclays. Please go ahead.
Great. Thanks. Good morning, and just wanna echo my congrats to Ed, Lori, and Antonella. Just-
Thank you
... as we think about new DuPont, obviously a lot of focus today is on extracting the value from electronics and water. Does the New DuPont portfolio make the most sense going forward, or do you think there's more evolution possible there?
Yeah, it makes sense. I mean, obviously, we'll always look to create value in whatever form factor we're in. So, but the initial business is that we have, you know, ideally centered around safety and protection, healthcare, and advanced mobility. All have nice growth profiles associated with them, really nice EBITDA margins, and really nice cash flow generation to create value. We're really excited about the healthcare piece of the RemainC o portfolio and look to build around that, both organically and inorganically as well.
Great. Thank you.
Mm-hmm.
Your next question comes from the line of David Rizzo with Jefferies. Please go ahead.
Hi Krista. Thank you for taking my question. Just first, do you anticipate or how much restructuring do you think will be needed after the split to protect the margins for the three different companies?
I mean, we're only estimating $60 million of dissynergy, so they'll stand up in really solid margin profile perspective. And don't forget, the margins that we provided in the materials were on a 2023 basis, which were a low point for the company, so there's upside... from that point on, you know, we do expect margin expansion in total DuPont in 2024. It wouldn't be really any different for any of the spin cos. So, the stranded costs or the incremental dis-synergies are not really gonna be material from a margin perspective across the three.
All right, thanks. And then I know it's a little early, but how should we think about, like, dividend policy after the splits for the companies? Is it—I mean, is it something that's considered, or given the profile for the water and electronics business, that's not part of that type of business?
Yeah. So, the dividend policy for the RemainCo DuPont will be very similar to the dividend policy for the current DuPont, so, you know, the 35%-45% from a payout ratio perspective. For electronics and water, it'd be appropriate to look at their peer sets versus the current DuPont. You know, so the peer sets have different dividend profiles, given the growth opportunities that exist within their product lines. We'll keep you updated-
Thank you.
As we get closer. Mm-hmm.
Okay, thanks.
Your next question comes from the line of Aleksey Yefremov with KeyBank Capital Markets. Please go ahead.
Thanks. Good morning, and congrats, everyone. You gave some indication of growth rates relative to GDP, but I was hoping you could give us a bit more specific, sort of your expectations for long-run top-line growth for each of the spincos.
Yeah, I mean, we will have analyst days before these businesses formally separate, where we can really get into all of the, of the key financials and growth drivers of each of the individual spincos. But for, for water, you would expect that to be in the mid-single-digit range, as we telegraphed underneath the current DuPont for that opportunity. And electronics would be at, at, above that range, especially with 60% of the business being exposed to semi, which would grow alongside MSI, with an incremental 200-300 basis points opposite MSI because of our exposure to advanced nodes.
So, if MSI is in the, you know, the 6%-7% CAGR over the long term as we continue to build out fab capacity across the world, then you could put the 200-300 basis points on top of that and get to a really nice number for the 60% of the portfolio. Then New DuPont, we mentioned at GDP plus. It's got really nice secular exposure to safety and protection, above GDP growth within the healthcare space, and really nice exposure in the EV space. But we'll provide a lot more detail as we get closer to the separations and investor days.
Thanks, Lori. And as a follow-up, I was hoping you could describe the current state of back office and IT integration. Is this something that is currently sort of neatly integrated for a steady state? Would you need new sort of SAP instance for the spin coz? How much work does need to be done in those areas after the spin?
Yeah, so this won't be any different than the recent separations that we've done. So, we'll clone the existing environment that exists today in DuPont for each of the spinoffs, and that's how they will operate from day one.
Your next question comes from the line of Vincent Andrews with Morgan Stanley. Please go ahead.
Thank you. Good morning, and congratulations to everyone. Lori, maybe I could ask you just a little bit on 2024. You obviously reconfirmed guidance for the total company, but can you just help us think about, maybe not precisely, but round numbers, how that guidance might be reallocated to the new segmentation ahead of spin? So, the growth rate could be materially different with the way that the chessboard has been moved around.
Yes. So, we don't really have that color quite yet. So, we provide some segment-level detail from a top-line perspective in the supplementary materials to the earnings profile for electronics and W&P. I think you can use that as a basis for growth. Obviously, as we look on a full year basis, the semi recovery and the overall consumer electronics recovery is a key driver of our full year guidance for DuPont. And then in the second half, we expect to see, you know, materially different year-over-year performance for the water business. You know, we expect that to rebound with orders being placed here, especially within the China market, soon to be able to deliver growth. And then you can look at our line of business revenue disclosures and see how they performed in the first quarter.
I don't think that the delivery by line of business with respect to year-over-year performance materially changes. So obviously, the outperformance is gonna continue to be in the electronic side, and we'll continue to work through the recovery on the W&P side.
Okay. This is very helpful. Ed, could I just ask you to confirm that there has not been a formal M&A process run for either water or electronics, and that the board's determination was to just go direct to a spin plan?
Yes, well, the board approved the spin plan for this.
Thank you.
Yep, thanks.
Your next question comes from the line of Abigail Ebert with Wells Fargo. Please go ahead.
Hey there. So, you touched on the $700 million in transaction costs. I was just wondering if you could provide a bit more color there. And then similarly, so the $60 million in dissynergies, is that specifically for New DuPont, or is that across all three new businesses? Thanks.
Yeah. So, the $60 million is across all three. So, it won't be just for RemainCo DuPont. And with respect to the roundly $700 million, the three biggest items in that are the IT separation, the carve and audit work, and the tax work, and then supporting our advisors and legal.
Okay, thank you.
Thank you.
Your next question comes from the line of Arun Viswanathan with RBC Capital Markets. Please go ahead.
Great. Thanks for taking my question. Congrats everyone on the announcement. I guess I just wanted to ask two questions. So, first off, presumably, you know, we have observed very strong valuations for some of your transactions in the past couple years. So, presumably, you did maybe potentially consider continued asset sales as well for these businesses. You will be relying now on you know, some implied market valuation upside. So, just maybe want to get your thoughts there. And then, secondly, just on the margins for all three, the 24% and the 29%, you know, you highlighted those were kind of '23 levels. Where do you see those potentially going over time? What's the upside opportunity there as well? Thanks.
Yeah, but to your first question, I think just one interesting fact there, when you look at the peers in the water business and the electronics business, there is not a lot of overlap in the shareholder base. It just kind of goes to show you in our prepared remarks, it's gonna get the investor that wants to invest in that type of a business. And it was really. It actually shocked me how low the percent was of overlap. So, I think that says a lot about this thing's gonna re-rate over time. It's just a different profile for the water business and the electronics business, vis-a-vis, you know, the diversified RemainingC o DuPont.
Yeah, and I think on the margin profile, you know, we've talked about Electronics and Industrial, as we reported today, being in the 31%-32% range. I don't see that materially different for the New Electronics form factor, opposite the 29% that we reported in 2023. And for New DuPont, we had mentioned it was 24%. You know, I think it still has a couple hundred basis points of margin improvement to deliver as well. So, we had always said, you know, W&P, which is gonna be the predominance of New DuPont, should be in the 26%-27% range.
The businesses coming in from corporate, from primarily the adhesives perspective, are in more around the 20% range, so they won't meet the old W&P target a bit, but there still is opportunity for margin improvement opposite all three SpinCos that we reported on a 2023 basis.
Thanks.
Just a reminder, too, real quick, that the 29 and 24 are segment-level views. They will each obviously pick up the 1%, roughly, of corporate costs to bring that down when they're on a standalone reported basis.
Our last question comes from Steve Byrne with Bank of America. Please go ahead.
Yes, thank you. In your view, were there any, any cross-selling benefits between these businesses? Any, any expertise, R&D, technology, anything that was, that was, shared between the businesses that, that could be a, a, a bit of a headwind?
No, I mean, they all went to market in a similar fashion with very close customer relationships and relying on application development expertise and co-developing with customers, but there was no technology or customer overlap of any material matter. So, they'll each continue to go to market in the same way with innovation-driven growth, but there's no dissynergies associated with separating this.
And then just what's the fate of the Experimental Station going on from here? Is that something that, you know, will just be increasingly leased? Could it be divested? And on that $60 million dissynergy, Lori, how do you derive that? I'm curious, out of the $1.4 billion SG&A of DuPont, what fraction of that is G&A that will need to be replicated?
Yeah, so, the dissynergies are more along the lines of insurance, audit fees, leadership, boards, so more along those pieces versus like, you know, functional support to the businesses. So, each of the businesses pick up functional support today as a segment that shouldn't materially change. So, the dissynergies are more around the public company standalone cost.
Yeah, and the experimental station, that place is hopping over there. We're obviously not gonna get rid of it, a lot of our scientists and R&D people over there. And, you know, if there's, there'll be electronics people over there, so when it's in a new company, it'll just be another company on the campus, as an example. And right now, I think there's eight different companies on the campus. IFF is there, and
Celanese.
Celanese is there, and so that's probably how it'll work.
Okay. Thank you.
Great. Thanks.
That concludes our question-and-answer session. I will now turn the call back over to management for closing remarks.
All right. Thank you, everybody, for joining the call, and, as always, we'll post a copy of the transcript on our website. This concludes the call, and have a great day.
This concludes today's conference call. Thank you for your participation, and you may now disconnect.