DuPont de Nemours, Inc.

Good day and thank you for standing by and welcome to the DuPont 3rd Quarter 2021 Earnings and Strategic Update Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 on your telephone or touchtone key. If you require any operator assistance, please press star 0. I would now like to hand the conference over to your first speaker today, Head of Investor Relations, Pat Fitzgerald. Thank you. Please go ahead.

Good morning, and thank you for joining us for DuPont's third quarter 2021 earnings conference call. On today's call, we will also discuss two strategic transactions that we announced this morning. We are making this call available to investors and media via webcast. We will extend today's call to approximately 90 minutes to allow for Q&A related to both earnings and the strategic announcements. We have prepared slides to supplement our comments during this conference call. These slides are posted on the investor relations section of DuPont's website and through the link to our webcast. Joining me on the call today are Ed Breen, Chief Executive Officer, and Lori Koch, Chief Financial Officer. John Kemp, President of Electronics and Industrial, will also join for the Q&A session. Please read the forward-looking statement disclaimer contained in the slides. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our 2020 Form 10-K as updated by our current and periodic reports, includes detailed discussions of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and posted to the investor page of our website.

I'll now turn the call over to Ed. Thanks, Pat, and good morning, everyone, and thank you for joining us. In addition to our excellent quarterly results, I am pleased to have the opportunity today to talk about two significant strategic moves we are making to further strengthen our portfolio and deliver long-term value for our shareholders. I will provide a brief overview of these announcements before Laurie walks you through earnings, and then I'll be back to go into more depth on our announcements today. Our teams delivered outstanding results in the third quarter, above the high end of our guidance ranges for sales, operating EBITDA, and adjusted EPS, highlighted by the actions we took to implement price increases to stay ahead of raw material inflation. In the quarter, we delivered a neutral price-cost impact for the company, which is a proof point in effectively managing the levers within our control to deliver strong results. Market demand in nearly every one of our end markets was strong, and our supply chain organization executed well in a challenging environment to deliver for our customers. Organic growth was up high single to double digits in every segment in the quarter. I am pleased by the quick actions our teams took to position us to continue managing the supply chain challenges and raw material cost pressures effectively as we head into the fourth quarter. As Laurie will cover in a few minutes, We expect to fully offset raw material price headwinds again in the fourth quarter. As I mentioned, we also announced two strategic transactions this morning. The acquisition of Rogers Corporation and our intent to divest a substantial portion of our mobility and materials segment will significantly strengthen DuPont's position in our core high-growth, high-margin markets with a focus on electronics, water, technologies, and next-generation automotive. In addition to focusing the portfolio, these strategic actions will accelerate our top-line growth, operating EBITDA margins, and significantly improve our earning stability. The combined transactions will allow us to benchmark extremely well against best-in-class multi-industrial peers, thereby resulting in long-term value creation. I will cover the details of the Rogers and M&M transactions in a moment. But first, let me turn it over to Lori to discuss the quarter as well as our outlook for the remainder of the year.

Thanks, Ed, and good morning, everyone. As Ed mentioned, customer demand across almost all of our end markets remained strong in the third quarter. We saw continued improvement in many of the industrial end markets adversely impacted by the COVID-19 pandemic as global economies continue their recovery. Organic growth in the quarter was up 16% versus 2020. We delivered net sales, operating EBITDA, and adjusted EPS above the high ends of our third quarter guidance. In addition, we had strong cash flow generation and returned $657 million of capital to shareholders during the quarter through $500 million in share repurchases and $157 million in dividends. We now have $875 million in share repurchases remaining under our existing authorization, which expires next June, and we expect to complete the full year 2021 with about $2 billion in share repurchases, which is at the high end of the range that we provided earlier this year. Net sales of $4.3 billion were up 18% versus the third quarter of 2020, up 16% on an organic basis. Organic sales growth consists of 10% volume improvement and 6% pricing gains, reflecting the continued actions we are taking to offset inflationary pressure. Excluding the impact of metals, price was up about 5% during the quarter. A 1% portfolio tailwind reflects the net impact of strong top-line results related to our acquisition of layered performance materials and headwinds from the non-core divestitures. Currency provided a 1% tailwind in the quarter. Overall sales growth was broad-based and reflects high single to low double-digit volume growth in all three of our reporting segments. Double-digit organic growth within Asia Pacific, Europe, and North America reflects continued strong demand in our key end markets. From an earnings perspective, we delivered operating EBITDA of $1.09 billion and adjusted EPS of $1.15 per share, up 20% and about 90% respectively versus the year-ago period. The earnings improvement was driven by strong volumes across all three reporting segments and earnings uplift from the layered performance materials acquisition. The swift pricing actions that we implemented earlier this year in the face of raw material inflation continue to benefit our operating results. For the total company, our selling price increases during the quarter again offset raw material inflation. Gross margin was up about 160 basis points versus last year, reflecting increases in both M&M and E&I. Operating even a margin of 25.5% was in line with our third quarter guidance expectations and reflects 50 basis points of margin expansion versus the prior year. Incremental margins were about 28% during the third quarter versus last year. However, if you exclude the impact of price and cost, our operating EBITDA margin for the quarter would have been nearly 27%, and incremental margins would have been over 40%, reflecting very strong underlying operating performance. I have also mentioned previously that we track our operating performance for our core results on an underlying basis versus 2019. given the unique nature of 2020 and certain discrete items that impacted our operating results in the prior year. In comparing our third quarter results to pre-pandemic levels, sales for our core businesses were up 15% versus 2019, with operating EBITDA leverage at 1.4 times on an underlying basis, despite the global challenges around supply chain pressures and raw material inflation. From a segment earnings perspective, E&I delivered 13% operating EBITDA improvement on strong volume and better-than-expected results from Laird as we continue to integrate this business with our current electronics offerings. The year-over-year comparison includes a headwind resulting from a technology fail in the prior year. Adjusting for this item, operating EBITDA was up about 20%, with margins essentially flat between both periods. In W&P, operating EBITDA increased 12% versus the year-ago period on volume growth, primarily reflecting recovery in industrial end markets for aramid fibers and the absence of charges related to temporarily idle facilities in the prior year. We were proactive in implementing pricing actions during the quarter in W&P. However, these actions were more than offset by raw material inflation and logistics costs, which resulted in headwinds to margin and operating leverage. We expect sequential price improvement as we continue to implement increases in response to raw material inflation. M&M delivered 75% improvement in operating EBITDA, or about two and a half times operating leverage, compared to the year-ago period. The improvement reflects higher volumes across all end markets, net pricing gains in response to raw material inflation, and the absence of charges related to temporarily idled facilities in the prior year. For the quarter, cash flow from operating activities was $842 million, and capital expenditures of $208 million resulted in free cash flow of $634 million. Free cash flow conversion of 112% was up significantly compared to the second quarter. Turning to slide four, which provides more detail on the year-over-year changes in net sales for the quarter. Strong customer demand across almost all our end markets, including the continued recovery in many industrial end markets, and the efforts of our supply chain organization drove organic sales growth of 16% during the third quarter. In E&I, volume gains delivered 9% organic sales growth for this segment, led by double-digit volume gains in both industrial solutions and semiconductor technologies. The sales growth in industrial solutions reflects strong demand across all product lines, but most notably in OVA displays for new phone and television launches, medical silicones in healthcare, and cow red seals within electronics, along with a continued recovery in aerospace. Semiconductor technologies continue to benefit from robust demand driven by the ongoing transition to more advanced node technology and growth in electronics megatrends. and we expect these strong demand trends to continue in the fourth quarter. Within interconnect solutions, organic sales declines in the mid-single digit reflects the anticipated impact of the shift in demand related to premium next-generation smartphones for the first half of this year, along with softness in automotive end markets due to the semi-chip shortage. We expect these headwinds to continue in the fourth quarter. However, we do expect organic growth of ICS to be up mid-single digits on a full year basis. For W&P, 11% organic sales growth during the quarter consisted of 9% volume improvement and 2% pricing gain. Continued recovery in industrial end markets resulted in significant volume improvement for Nomex and Kevlar aramid fibers within safety solutions, which was up double digits on an organic basis. For sheltered solutions, continued recovery in commercial construction led by demand for quarry and surfaces contributed to high single-digit organic growth. In addition, we saw continued strength in North American residential construction markets for products including Styrofoam and Tyvek house wraps and the retail channels for do-it-yourself applications. Organic sales for water solutions were up low single digits during the quarter as global demand for clean water technologies remained strong. However, logistic challenges do remain and have impacted our ability to meet demand. Pricing gains for WMP during the quarter reflect actions taken to mitigate raw material inflation, mainly within shelter and safety. M&M's top-line results reflect another strong quarter with organic sales growth of 28% on a 16% price increase and 12% volume improvements. and includes double-digit organic growth in each of engineering polymers, performance resins, and advanced solutions. Throughout the year, our M&M segment has been the most significantly impacted by raw material inflation. As such, the 16% price increase reflects the continued actions we have been taking to offset these high raw material costs and also reflects higher metals pricing in our advanced solutions business. Excluding the metals impact, price was up about 12% during the quarter. Looking ahead, while our global supply and strength of key raw materials have improved in M&M compared to earlier in the year, and although demand remains strong among consumers, we do expect softness in the fourth quarter as the global chip shortage continues. Turning to slide five, adjusted EPS of $1.15 was up about 90% from $0.61 per share in the year-ago period. Higher segment earnings resulted in a net benefit to EPS of about $0.20 per share, driven by higher volumes and strong results from Laird. As I mentioned, we were price cost neutral during the quarter, given the pricing actions we have been taking to offset raw material inflation. Our lower share count continues to provide a benefit to adjusted EPS, specifically a $0.33 benefit to the third quarter. Benefits from lower interest expense in the current quarter from delivering actions earlier in the year was mostly offset by a higher base tax rate compared to the last year. For full year 2021, we expect our base tax rate to be about 21%. Turning to slide six, I'll discuss our outlook and guidance for the full year 2021. We expect strong underlying demand trends to continue in the fourth quarter in almost all of our end markets and have seen signs of these trends in the month of October. However, we are starting to see the ongoing semiconductor chip shortage impact our downstream customers' ability to produce, which is creating some deceleration in order patterns, primarily in automotive end markets, where IHS audio estimates for the second half have been cut by 17%. Due primarily to the softness attributable to the semiconductor chip shortage, we are lowering the midpoints and narrowing the range of our four-year guidance for net sales, operating EBITDA, and adjusted EPS compared to our previous estimates. At the midpoint of the ranges provided, we now expect net sales for the year to be about 16.37 billion, down from the midpoint of our previous estimate of 16.5 billion. Similarly, we now expect operating EBITDA and adjusted EPS to be about $4.15 billion and $4.20 per share, respectively. This is not a demand or market share issue or our inability to continue to pass on prices or effectively manage our global supply chain. As our third quarter results demonstrate, we have successfully executed on each of these. This is purely a result of the global semiconductor shortage, which is impacting our customers' ability to produce, and thereby pushing out demand. With that, let me turn it back over to Ed.

Thanks, Lori. I'm excited to share with you more detail on the two significant strategic moves we announced this morning, which will further strengthen our portfolio and deliver long-term value for our shareholders. The announcements of an agreement to acquire Rogers Corporation and our intent to divest a significant portion of our M&M segment are substantial moves advancing our strategy to shift the portfolio towards higher growth and higher margin businesses while significantly enhancing the earning stability of the company. The acquisition of Rogers will build on the Laird Performance Materials acquisition that we closed July 1st, adding another high-quality business that expands our leading market position across highly attractive end markets. Rogers is a market leader in each of their primary product categories, and brings a world-class organization with differentiated technology, innovation capabilities, technical expertise, and deep customer relationships, the same value proposition that differentiates our DuPont businesses. Rogers operates in end markets where we have already established leading positions, such as consumer and mobile electronics, and in others that are adjacent to our businesses, such as 5G infrastructure and electric vehicles. enabling us to offer an even more attractive total value proposition to our broader base of customers and creating the opportunity to compound growth over time, given complementary products and markets. While M&M has been the market leader in high-performance thermoplastic, servant automotive, electronics, industrial, and consumer markets, we believe DuPont is no longer the best owner for this asset. By separating M&M from the rest of the better positioning the business to expand on its leadership position in these markets and continue to tackle some of the industry's most critical challenges, such as vehicle safety and fuel efficiency. We will leverage existing tax attributes to complete a highly efficient cash sale of the M&M business, providing ample funding to finance the Rogers acquisition, as well as further M&A and share repurchases, while maintaining a strong investment-grade credit rating We have a few key targets, which, like Laird & Rogers, we have been studying for a few years, that would be excellent additions to our portfolio. Following the completion of the intended Rogers acquisition and the planned divestiture of M&M, DuPont will focus on key emerging technologies and have enhanced top-line growth. Our participation in the auto markets going forward is much more connected to high margin advanced technologies, enabling long-term secular trends like hybrid and electric vehicles, as well as advanced driver systems. A large portion of our order exposure will be aligned to EVs and ADAS, both of which are growing at a significant pace. This improved balance in our end markets will drive further consistency in our results and and allow us to deliver best-in-class results among our multi-industrial peers strengthening our position in clean energy and electric vehicles combined with our existing positions in water safety and production technologies will continue to advance our customer sustainability priorities slide 8 shows the modeling we have done benchmark well above our top multi-industrial peers on both organic growth and EBITDA margin, and in line with this high-performing peer set on cyclicality, which we measure as peak to trough earnings volatility. Our historical sales growth for the new portfolio will improve by 40 basis points to 3.8%, which is nearly two times the growth rate of the top peers. This growth is driven by our exposure to high growth and markets. For example, the semiconductor materials market is expected to grow at 4% to 6% per year, which is evidenced by the significant investments in new fabs we are seeing in all regions of the world. Our $2 billion semiconductor technology business, which holds leading positions in materials for both wafer production and packaging, is positioned to outgrow the market by 200 to 300 basis points. Likewise, our $1.4 billion water business operates in markets that are expected to grow high single digits, driven by the global response to concerns such as water scarcity and circularity. The acquisition we are making also increases our exposures in high-growth markets such as EV, which is a market growing at 30% per year. Rogers high-performance elastomers, specialty bus bars, and thermal substrates complement our existing materials, such as gap fillers, adhesives, and no-mix papers. In the new portfolio, the strength of these businesses will accelerate the performance. In 2020, our top line for the core business declined about 5%, which was a solid result compared to our top multi-industrial peers, which were down about 8%. Our new portfolio would have declined less than 3% during the worst of the recession in recent years, a substantial differential versus the peer set. We have taken several actions to drive top quartile EBITDA margins at DuPont. The M&M and Rogers transactions will deliver an additional 140 basis points of margin improvement on a 2021 basis, putting us well above our top multi-industrial peers. The new portfolio is a collection of specialty businesses underpinned by innovation, customer relationships, and manufacturing excellence, a combination that supports robust, sustainable margins. I am also excited about the consistency these transactions will bring to our results. Strong ties to secular growth drivers will limit the earnings volatility of the company throughout the cycle. You can see the earnings volatility of the DuPont portfolio was significant from 2019 to 2020, primarily associated with the M&M segment. The same is true as we look back further, where the cyclicality in the portfolio was driven by M&M. Looking forward, our portfolio will have minimal exposure to commodity feedstocks, and as a result, our cyclicality will significantly improve by 700 basis points to be in line with the top peers. In addition to comparing to our top multi-industrial peer set, we also looked at how the new portfolio will benchmark against the entire set of 24 multi-industrial companies. The results are the same. We will benchmark well above the median of the entire multi-industrial group on both growth and margin and in line on cyclicality. With a more clearly defined portfolio and by improving the top line growth, even the margins and cyclicality of the company to be well above our peer set, I am confident the quality of our businesses will be recognized, which will translate into a valuation comparable to top peers. Getting DuPont to this point has been a multi-year journey with decisive moves aligned with our value creation levers of active portfolio management, a best-in-class operating model, and disciplined capital allocation. Slide nine shows the actions we have taken to transform the DuPont portfolio to a combination of world-class businesses centered in long-term secular high-growth areas. Our strategy was intentional and included strategic decisions to shift the company to higher-growth, higher-margin businesses with less cyclicality, while also pursuing acquisitions to strengthen our leadership position and innovation capabilities in the secular growth areas of electronics, water, protection, industrial technologies, and next-generation automotive. Our portfolio transformation started with the identification of non-core businesses where our innovation, technical expertise, and close customer relationships no longer drove a competitive advantage within the DuPont portfolio. We have been successful at identifying great owners for a majority of these businesses, and our work continues. We expect to close the sale of the cleantech business before the end of the year for around $510 million. Earlier this year, we finalized the separation of the NMB business and an RMT transaction with IFF, creating a powerhouse in the food, beverage, health, and biosciences markets. Separation of NMB provided a lift to the top-line growth and operating EBITDA margins at the DuPont portfolio, as NMB was at the low end of the portfolio on both measures. This was an unmatched opportunity to advance the DuPont strategy and $7.3 billion in tax-free proceeds, which we redeployed to great shareholder value, and positioned N&B and IFF for future success. Today's announcement of our intent to divest a significant portion of the M&M segment is the next step to advance our transformational strategy by increasing the resiliency and our instability of our portfolio. Throughout, we have carefully assessed acquisition targets which can strengthen our leadership positions in the secular areas of electronics, water protection, industrial technologies, and next-generation automotive. As I have said before, we are strategic in our approach and only pursue targets that can be justified financially and that operate in our existing markets to minimize integration and execution risks. We prefer acquisitions that provide a significant synergy opportunity, similar to what we saw with the water acquisitions we completed in late 2019, the Laird acquisition earlier this year, and the intended acquisition of Rogers. We also only pursue targets where innovation and our technical capabilities set us apart, which is the case for both Laird and Rogers. Our transformation strategy has also been underpinned by operational improvements. We have made fundamental changes in the way DuPont is run. We have put full P&L accountability into the businesses by moving oversight of manufacturing, operations, and R&D under our business presidents. We spend approximately 4% of sales on R&D, and we no longer operate a central R&D function. Instead, we have empowered our businesses to allocate R&D dollars to the projects that are most critical to their growth and then hold them accountable for delivering results. The same is true for capital spending, the majority of which has been focused on capacity-constrained areas. Throughout our transformation, the strength of our balance sheet has been and remains a priority. Following the N and B separation, we delivered our balance sheet to maintain a debt-to-evita ratio and credit rating that provides us flexibility. We also continue to control our costs at both our manufacturing facilities as well as at our corporate functions. We have been prudent at taking costs out of our G&A line and today have a best-in-class cost structure. The work at our manufacturing facilities is ongoing through continuous productivity and asset reliability improvements using new digital tools, which is an integral part of our operating plants today. The combination of focusing the portfolio and operational improvements have been part of our strategy to unlock shareholder value and strengthen the company's The M&M and Rogers announcements are significant strategic steps in our transformation. I'll move to slide 10 to provide more details on the Rogers agreement. Our modeling of Rogers is based on our 2022 estimated EBITDA of $270 million, which we are highly confident the business will achieve based on a thorough diligence process, including a detailed review of their projections and assumptions. The purchase price of about $5.2 billion represents a 19x EBITDA multiple based on 2022 estimates before synergies. The multiple is expected to be below 14x after cost synergies. We are highly confident in a synergy number of approximately $115 million and our ability to achieve most of the forecasted synergies by the end of 2023 within 18 months of closing. We expect Rogers to be accretive to top-line growth, operating EBITDA, free cash flow, and adjusted EPS upon closing. We expect sizable revenue synergies from the combination of E&I, Laird, and Rogers, but consistent with how we justify all deals, we have not assumed any revenue synergies in our modeling. We expect closing to take approximately six months, putting us in the second quarter of 2022. Because the Rogers transaction will close before we expect the M&M divestiture to close, in funding the acquisition, we expect to prioritize prepayable debt, which can be retired upon receipt of the M&M proceeds to return our leverage to more normal levels. Slide 11 provides more detail on the synergy opportunities. DuPont is in a unique position. three organizations to determine where there were synergy opportunities. As is the case in many of our transactions where we combine businesses, we have complementary product offerings in similar segments. We expect significant synergies in procurement spend as well as G&A costs. Because Rogers is a public company, Anticipated Rogers cost synergies of $115 million, combined with the cost synergies we anticipate from the Laird acquisition, total approximately 6% of the combined revenue of our interconnect solutions business, Laird and Rogers, which is a very achievable synergy target. As I mentioned, we expect to achieve most of these synergies with 18 months of closing. Turning to slide 12, I'll provide more detail on the business. Rogers Corporation is a $950 million business with broad end market exposure. We expect Rogers' top line to grow in the high single digits, accelerated by leading positions in the rapidly growing categories of electric vehicles and advanced driver assistance systems. The benefits of the planned synergies will deliver uplift to the EBITDA margins across all three businesses. Rogers has two operating segments with leading positions in each, The first segment is advanced electronic solutions, which includes the high-frequency circuit board laminates business and the power electronics business. Roger's second segment is elastomeric materials solutions. The high-frequency circuit board laminates business complements our existing printed circuit board business within interconnect solutions. This is approximately a $300 million business that manufactures copper communications. Also included in the advanced electronic solution segment is the power electronics business, which includes both ceramic substrates and specialty bus bars for high power conversion use in applications such as electric motors for trains, ships, automobiles, and wind turbines. Specialty bus bars are used instead of cable harness systems in high power conversion applications when highly stable and reliable power conversion is critical. This is about a $250 million business today, but poised for significant growth with exposure to next-generation technologies, including battery applications for hybrid and electric vehicles. The second segment is the elastomeric materials solution segment, approximately a $400 million business, which manufactures precision foams and silicon materials with high reliability and high purity for cushioning, sealing, impact protection, growing in markets. This segment also has high exposure to electric vehicles for battery applications. On slide 13, you can see the significant offerings in a combined entity through the examples of the electric vehicle, 5G infrastructure, consumer electronics, and clean energy. The increased opportunity in electric and autonomous vehicles from the combination of Laird and Rogers adds to DuPont's existing material offerings into the electric vehicle. In a segment that has grown 30% per year, this is a tremendous opportunity to increase our share of wallet with offerings such as gap fillers, adhesives, and Nomex paper from DuPont, high-performance elastomers, specialty bus bars, and thermal substrates from Rogers, and electromagnetic shielding and thermal management solutions from Laird. Likewise, Laird and Rogers expand our offering in consumer electronics. where DuPont is already a leading material supplier through all three businesses within the E&I segment. Semiconductor technologies interconnect solutions and industrial solutions. EMI shielding, thermal interface materials, and multifunctional solutions from Lair, as well as high-performance elastomers from Rogers, will make us an even more complete material supplier to leading OEMs. The combined application engineering and design unmatched in the industry. We are very excited about the technical skills that will transfer to DuPont through both of these acquisitions, which will enable the businesses to continue working with customers to solve their most critical challenges using our combined portfolio advanced technologies, a hallmark of all three companies. Customers in these industries demand this love You can see how the acquisition of Laird and Rogers supports our strategy to expand our presence in high-growth secular end markets and creates opportunity for compounding growth across related products and markets. Slide 14 shows the combination of the Laird acquisition and the Rogers acquisition is highly complementary and can expand our addressable markets within key electronic segments by 50%. The addition of Laird and Rogers provides an entryway into markets such as clean energy, wireless infrastructure, and defense electronics, where we previously had little exposure but will now have distinct competitive advantages. We see further opportunities for growth by leveraging the DuPont technologies across these additional electronics markets. The timing could not be better to enter these markets. The world is making significant investments in 5G infrastructure, clean energy, and hybrid and electric vehicles, to name a few. These investments are leading to rapid growth in these areas. Rogers has been making significant investments in these areas and has a rich pipeline of offerings that will support the next generation technologies. The acquisition creates an exciting opportunity to capture this growth, which we think will be compounded by leverage of the combined E&I, Laird, and Rogers platforms. Moving to the intended M&M divestiture on slide 15. At DuPont, we have a proven history of adapting a best owner mindset for each of our businesses. We constantly scrutinize our portfolio to ensure fit with our business objectives and to create as much long-term value as possible for our shareholders, customers, and employees. By announcing that we have initiated a process to divest a majority of our M&M segment, We are committing to do just that, fighting the right owner for a tremendous asset. The business to be sold predominantly includes the engineered polymers and performance residence lines of business. Approximately $700 million of current year revenue M&M segment is not included in the scope of the divestiture and includes the automotive adhesives and multi-based businesses, which align nicely with our offering for EBs and industrial technologies. The portfolio to be divested is expected to generate revenue this year of about $4.2 billion and about $1 billion of EBITDA. M&M is an industry-leading combination of high-quality businesses with best-in-class technology and application development, deep customer relationships, brands, and manufacturing excellence. The business is well-positioned to capitalize on the continued transition to hybrid electric vehicles and other emerging megatrends. efficient manufacturing processes, and a reliable supply chain of key raw materials. We expect that the divestiture process will move quickly. In fact, we will launch a marketing process in the coming days. We have considered multiple deal structures as part of the strategic review. We believe a transaction that maximizes the net cash proceeds to DuPont will enable us to build on our core areas of strength, like the Laird & Rogers transaction. and create significant value for our shareholders. I look forward to updating you as our process advances. I'll wrap up with a few comments on why I'm excited about their future DuPont on slide 16. With the completion of the Rogers acquisition and the M&M divestiture, DuPont will be building around our core foundational pillars, including electronics, water protection, industrial technologies, and next-generation automotives. Each of these areas is experiencing rapid growth as a result of significant secular tailwinds with long-term growth drivers. From high-frequency connectivity in the most advanced technologies to water scarcity in some of the most remote parts of the world, the technical demands of our customers are high, and we have a unique advanced technologies to partner with them to solve these global challenges. The actions we have already taken, along with those we announced today, enable us to strengthen our leadership position in each of the markets we serve. I am confident this will lead to significant opportunities for employees and unmatched solutions for our customers. We are also creating an opportunity for significant value creation for our shareholders. As I mentioned previously, the combined transaction enhance our financial profile through higher growth, higher margins, and significantly more stability. we will be positioned to outperform throughout the cycle. These are indicators of a strong, healthy, and vibrant company, and I am confident we will benchmark with the best of our multi-industrial peers. Our capital allocation will remain balanced, returning value to our shareholders through a consistent dividend that we expect to grow with earnings and share repurchases, as well as the strong balance sheet has been and will continue to be priorities for DuPont. We will also continue to invest in our business to grow organically and support their growth through select and targeted M&A. With that, let me turn it to Pat to open the Q&A.

Thanks, Ed. Before we move to the Q&A portion of our call, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. We will allow for one question and one follow-up question per person. Operator, please provide the Q&A instructions.

As a reminder, to ask a question, you will need to press star one on your telephone. To withdraw your question, or if your question has been answered, press the pound or hash key. Please stand by while we compile the Q&A roster. Your first question comes from the line of Scott Davis from Millais Research. Your line is now open.

Good morning, everybody. Good morning, Lori and John. Sounds like you guys have been busy. Instead of asking a technical question here, the process that you're going to run on mobility, if it doesn't come out as you'd like, would you consider spinning the business? Is that one of the options that's in play here?

Look, we're highly, highly confident of There'll be a sale here. We already know people are interested in this asset. We've had many calls, even in recent times, about the asset. So it's going to sell. We're literally starting the process in the next few days. You know, one of the great things about the sale of this, it's really extremely tax-efficient for us, which makes it very attractive. The tax leakage on this deal will be mid-single digits to high single digits. So it's pretty incredible that we're able to accomplish that. So I'm highly confident it's going to sell. I would say, and by the way, I would say just targeting for your thinking that we close a deal like that around October of next year. By the way, I also am highly confident, which is kind of surprising in everyone, some of the parts of DuPont, M&M is by far the lowest multiple in the company, and yet we will sell it for more than the multiple that DuPont trades at today. I would also say if you just benchmark DuPont, You know, DSMs come in the market. I think a lot of you guys and analysts have it going for at least 11 times. Our asset is a way better asset. It's better on growth. It's better on margins. It's much more global, bigger. And so I'm confident it will sell for even more than the company literally currently trades at now.

Thank you. Good. And then, Ed, as a follow-on, do you talk through the synergies with Rogers? Is this standard kind of G&A stuff, or is there something kind of more there that you can talk us through?

Yeah, it's pretty similar to our other deals. And, by the way, it's a very achievable number for us. As we said in our prepared remarks, we took ICS, which is one of our divisions. This will be in the E&I segment. We used ICS. We used Laird. and the Rogers deal, and adding in the Laird synergies, by the way, it's 6% of revenue. So we're highly confident. We've been scoping this out for a long time. One of the nice things here, I guess I say nice, is it's a public company, so all those costs go away, which are pretty significant, obviously, and that just happens. Then a big chunk of it is G&A and functional costs. as an example. We've scoped it out in a lot of detail. Obviously, we'll get more detail once we can sit down even more with the team. I would also add You know, we had just closed on the Laird deal July 1, and we had announced $60 million of synergies with Laird, and the team is now at $63 million, and that's literally line by line who's doing it, when are we getting it, what's the payback. So we have line of sight, you know, and hopefully we're being conservative here on the combo at $115 million of synergies for Rodgers.

Okay, your next question comes from the line of Steve Dusa from J.P. Morgan. Your line is now open.

Hey, guys. Good morning.

Good morning.

So just quickly on the results, it sounds like kind of the majority of the 4Q cut is really kind of auto-production related, and then I have a follow-up on, you know, the strategic stuff.

Yes, sure. Look, Steve, it's all auto. It's all centered on the semiconductor. We did not see it in the third quarter, as you could tell by Lori's prepared remarks. We had a very robust third quarter still going along. We're seeing a little bit of order pattern on the auto end go down. We're just expecting it has to the rest of the quarter because auto builds are down 17% in the second half of the year. here in the fourth quarter. And you all know it's, you know, the consumer demands there. You know, auto bills are supposed to be up 11% next year. So we should be in good shape in, you know, 2022. But I think we'll probably take a little bit of a hit here in the fourth quarter. And that's what we got to do. There's no softness anywhere else in the portfolio. As you can tell, every one of our sub-segments is up nicely except for one. So out of nine segments, Eight of them were up nicely, and the only one that wasn't was related to the smartphone market, and we knew that. We already had highlighted that to everybody because the demand came earlier in the year to tee up for the production of the phones, and we knew the second half of the year would be softer, and it'll be fine again next year. So demand's perfect everywhere else. By the way, our supply issues with force matures have cleaned up substantially, so we're not dealing with that. logistics and shipping and all that.

Right. And then just lastly, I'm kind of like looking over the cash you're bringing in or you expect to bring in from these sales. And, I mean, it's a pretty big number, well in excess of like the $5 billion that you're spending. You still have a couple billion of cash generation, you know, some divestitures that are bringing in some cash here in the fourth quarter. I'm kind of getting to a pro forma year-end 22 cash number that's like, I don't know, like $6, $7 billion, something in that range. Is that math off? Maybe it's five. I don't know. But it seems like you guys have like a ridiculous amount of excess cash after the dust settles on all this stuff. Am I off on my math somewhere there?

Yeah. So I think the only thing you're off is on the timing of the receipt of the cash from the divestiture. So we ended the third quarter with about $1.7 billion in cash. We generated $600 million in change in free cash flow in the third quarter, and we'll expect a similar posting in the fourth quarter. And we'll also continue to be active in the market with our share repurchases, probably about $500 million incremental in the fourth quarter. So that will put you about – maybe just shy of $2 billion at the end of the year. And then you'll get next year the increment from the M&M proceeds from the divestiture and then paying for the cardinal acquisition. We already have the funding in place for that. The one item outside of free cash flow that we'll get in the fourth quarter, as Ed had mentioned, is the proceeds from the cleantech divestiture. So that should be about $470 million after tax. it would be incremental to the roughly $2 billion that I had previously mentioned for ending the year.

Yeah, so, Steve, at the end of the day, if you go to the end of 2022, your numbers are clearly in the zip code there. And, you know, as we highlighted in our remarks, There are a couple M&A targets we love, we've been looking at for literally two to three years, and we also are going to stay very balanced with share repurchase. But we don't need to make any of those decisions now. We won't get the cash for the M&M business until about October 1st of next year, and we'll see where things are at that point in time.

Your next question comes from the line of John Walsh from Credit Suisse. Your line is now open.

Hi. Good morning, everyone. Good morning, John. Hi. I wanted to know if we can keep that train of thought going. You talked about wanting to maintain a healthy balance sheet, a lot of stuff going on, moving parts, several companies also reporting today. Can you just kind of help us? You know, what's the zip code you think you'll have your net leverage at when you kind of pro forma for, you know, all the divestitures and also for the acquisitions? Where do you have it shaken out?

Yeah, so we will target to be around that 2.75 times by the close of the completion of both the divestiture of the M&M business payment for the acquisition of Rogers and then ideally another acquisition of receiving the proceeds from the M&M transaction, which would have us back to that 2.75 times around mid to end of 2023.

Gotcha. Thank you. And then, you know, maybe just another question around capacity, just the organizational capacity to kind of continue to do M&A. You talked about a couple of deals, some assets you were excited about. you know, do you have the bandwidth to kind of do all this at the same time, or should we think that any kind of larger addition is, as you kind of talked about post kind of the M&M divestiture?

Yeah, if there was anything of this size, like a Rogers or something, just to give you a feel, it would be at least around the time or after the proceeds for M&M. So, you know, we're going to put this prepayable down, And then we'll have, as Steve Tusa was alluding to there, some billions of dollars available at that point in time. So we'll really be looking hard at is it cherry purchases or an M&A opportunity in one of the sweet spots for us. And, you know, we'll make that decision then. But I wouldn't expect that you would see us do anything before we are close to or around time of getting those proceeds in the fall. By the way, the team is very capable. It's a separate team that's doing a lot of the work on the separation of M&M. We can get a transaction in place for M&M in the next three to five-month time frame to have a closed deal, but then we can't spend it until we do all the separation work, which is why I say October 1st. and all that, and John's team is very far and very quickly into the integration of Laird, and this will just overlay onto that. So I don't see any issues from a bandwidth standpoint of a company.

Your next question comes from the line of Steve Byron from Bank of America. Your line is now open.

Yes, thank you. When I look at the Rogers products, they're generally derived from either fluorinated polymers or polyurethanes or silicones, and just had a couple of questions on those. On that first bucket, these laminates that are fluorinated polymers, do they source any material that is aqueous and thus could have a PFAS wastewater issue? And then maybe overall, do you see... raw material cost pressures in this basket of products that, you know, is consistent with your interconnect solutions business, or would you say it could be a little more like M&M?

Hey, Steve, this is John. Thanks for the question. You know, Rogers market-leading high-frequency laminates, as you alluded to, they do They do use some floral products, some floral polymers, in order to help achieve some of that performance. It's a world-class supplier. They've got a diversified supply base of blue chip companies, globally recognized suppliers of that, who are actively involved in all of the regulatory and other industry activity. They're sort of leading the way on that. In terms of how we address some of the floral materials, our teams have done a detailed diligence on the EH&S, the environmental, the product stewardship components of that, and we're comfortable with what that product line is doing, how it's performing right now, and the supplier base for those materials. As it relates to kind of the inflationary pressures or the raw material flash pressures, it's very consistent with our electronics business, our E&I business today in the sense that, you know, you don't see a lot of the run-ups that we experience in some of the big commodity moves. These are value-based materials, and you've got some exposure to obviously copper used in laminates and silicones, but not any different than what we have in the rest of the portfolio. And it's been, you know, the team's fairly comfortable with our ability to manage that proactively.

Steve, I just add overall for DuPont to your line of question. We've highlighted to you that we've had over $400 million of raw material inflation this year. $300 million of the $400 is in the M&M divisions. stocks there. Again, it's a great business, but that's what jerks the results around. Most of our pricing, by the way, was in the M&M division because we needed it to cover the raw material inflation. So if you take the whole rest of the DuPont portfolio, we only had $100 million raw material inflation. That's a pretty nice place to get to from that angle also.

Okay, very good. And Ed, on the divestiture of the M&M business's Do you have a level of confidence you can share about getting that 10x multiple? And if you can't get it, is it a keeper?

No. First of all, I would be very disappointed if we sold M&M for a 10x multiple. By the way, when I was comparing to us, I'm using us an 11 multiple. By the way, there's been assets out there not as good as this one that have sold for 12 and a little above 12 times. in the marketplace. So we're going to get a good number for this one. I will stress again, I have personally had phone calls from people that have interest in this asset. I think the private equity world is going to be extremely interested in this asset. By the way, I think there's a very interesting opportunity out there because, as publicly noted, DSM is going to market with an asset that would fit beautifully it's going to garner a nice multiple, which, by the way, back to my point, it's the lowest multiple in some of the parts in our company, and we'll get more for it than DuPont trades at.

Your next question comes from the line of David Begrider from Deutsche Bank. Your line is now open.

Thank you. Good morning. Ed, why not spin out E&I and keep M&M and avoid any possible PFAS overhang on a high multiple E&I businesses?

Yeah, David, well, first of all, look, I'm not worried about PFAS. Look, you know I want to get it resolved. I know there's a little bit of a cloud still lingering out there. We will get it resolved. You know, the last announcement we did was a settlement that cost us $12.5 million in the state of Delaware. We're actively working it. I'm comfortable we're going to get there, and we'll clean that issue up for the company. So, look, that's number one. Number two, spinning E&I out, you've really got to go through the analysis of what that trades for, and I agree it would trade higher. But what will new DuPont trade at on a bigger EBITDA base with what we've put together here and we're taking? smaller EBITDA base. I'd also say I get asked a lot about, because I've done a fair amount of RMT stuff, I always get asked that. There is no partner for ENI. It's the business. There's nothing that matches up in size, even pre the Laird deal, by the way, that makes sense. And it would be pieces of ENI, which would leave just a partial business in DuPont and take the rest of it out. And then, by the way, the beauty here, again, remember, the tax leakage is literally mid-single digits to high-single digits depending on what price we get for it. That's a rare situation to be in. So it makes a lot of sense for us to do M&M.

Got to make sense as well. And lastly, Ed, let's talk about the growth synergies and the organic growth of the new enhanced E&I businesses. Yeah, I'll let John cover that.

We're excited about it, but let me highlight, we did not put it in our analysis of the deal, but the combo of the three, of E&I, Laird, and Rogers, has us really excited. I think we had a pretty neat chart in the deck, if you want to go back and look at it. But, John, why don't you talk a little bit?

Yeah, David, maybe I'll give you kind of two quick examples here. When you look at it, Rogers really adds complementary materials to and components that really build on DuPont's position in the industry today. If you use just a – if you pull out kind of two specific application areas around 5G and applications in smartphones, wireless infrastructure, military and defense electronics, and automotive radar systems, DuPont's the leader in flexible laminates and applications Laird has the EMI shielding and the thermal management solutions. Rogers is the market leader in rigid PCB substrates. And so with that enhanced offering, not only can you cross-sell customers and expand your share of wallet with a global customer base, but one of the things we're really excited about, and we're already starting to see this with the Laird integration process, by the way, is engaging with customers to to co-design and help address some of their most challenging needs. To give you one specific example there, everybody's trying to make electronic devices smaller. And one of the ways you get smaller is you use hybrid rigid flex constructions on the circuit boards. And now we've got a market-leading flex circuit business, a market-leading rigid and those complex hybrid rigid flex substrates become a lot easier to work with our customers, and they're already asking for it. If you switch over to the electric vehicle space, you know, we've got quite a bit of content in automotive electronics today, but we really didn't have a lot of exposure prior to Laird or Rogers into things like the ADAS systems or the battery systems. And Laird brought with the EMI shielding with some of the absorbers a great position in ADAS systems. Rogers built on that with their high-frequency laminates. And then what we're really excited about is the opportunity that they have with the specialty bus bars and the specialty performance foams to really address some of the critical needs in the battery packs and power assembly, power electronics parts of the electric vehicles. So you put all that together with our adhesives business, with the rest of our automotive electronics, and we'll really be a preferred partner with both the Tier 1 auto OEMs as well as the OEMs themselves to design the hybrid and electric vehicles of the future.

Yes. And, David, I think the chart that Ed was referring to in the backup is the pie chart on our end market exposure. And if you look at that, over half of our portfolio between electronics, next-gen auto, which we define as, you know, battery and ADAS applications and water, where that portfolio is, you know, mid-single digits and then some from a growth perspective. So a really nice round out from a pro forma DuPont perspective.

Your next question comes from the line of Vincent Andrews from Morgan Stanley. Your line is now open. Thank you.

Thank you, and good morning, everyone. Ed, could you talk a little bit more about the tax strategy on M&M? And I guess what I'm asking is sort of what are the mechanisms that limit the tax leakage, and is this an opportunity for tax savings that you can only really harvest because of a sale of the asset, or are these tax opportunities that would accrue to the overall DuPont enterprise in the absence of an M&M sale but might have taken more time to realize over any number of years?

Yeah, Vincent, I'll let Laurie comment. Laurie, why don't you comment on it?

Vincent, it really comes from going back to the Dow DuPont transaction when we were able to step up the basis of the Heritage DuPont assets of which are all going as part of the M&M transaction. So all those businesses that are in perimeter for M&M are from Heritage DuPont and therefore have the benefit of the stepped-up basis from the Dow DuPont transaction.

Okay, and just as a follow-up question, You know, when you think about in M&M, you know, obviously the fourth quarter is going to see some issues with the chip issue and auto build. How confident are you that that trues up in 4Q versus potentially lingers into 1Q or the first half of next year? And maybe you could sort of give us an assessment of what you think auto builds are going to look like into 2022. And that would be helpful. Thank you.

Yeah, the current estimates as you head into 2022, it's really just shifting out. And so the IHS is estimating 11% growth in auto builds next year. And that still doesn't get you back to where we were kind of pre-trade war, pre-pandemic at an $88 or $89 million auto build number. So we're confident that growth is just getting pushed out. The demand is definitely there. You couldn't get a car now if you tried. And so I think there's definitely still a lot of pent up demand for us to serve. So we have confidence. It's really just a timing issue. It's not a share issue. It's not an underlying issue from a consumer perspective. It's really just when they're able to, automakers are able to get the chips to complete the production of the cars.

Yeah. And by the way, a solid year for the business.

Your next question comes from the line of John McNulty from BMO Capital Markets.

Your line is now open. So on the acquisition, can you speak to the competitive landscape in terms of the businesses and how the growth rate for the business has been over the last, say, three to five years? versus the broader market? Has it outpaced it? Are you gaining share in that area? Can you give us a little bit of color on that?

Yeah, sure, John. When you look at it, it's really kind of different based on the individual product lines and the different divisions of the business. When you look at the high-frequency laminates business, the primary competitors there are companies like Asahi Glass AGC, who did a couple of acquisitions in the last couple of years to build up their portfolio in that space. You've got some Panasonic is there, so primarily Japan-based competitors, and then you've got some local folks in China who are doing some of that as well, largely because of some of the geopolitical situation. All of that is kind of outside, and that's in the rearview mirror now, and the company is really well-positioned in continuing to grow that. On the ceramic substrates and specialty bus bars, That's a pretty fragmented business. You've got companies out there like Denka, FerroTech, Horace, and multiple others. It's a fairly fragmented landscape. What differentiates this technology is really the quality of the ceramic thermal substrates and the synergy that's created with silicon carbide power modules, especially for electric vehicles. And so when you combine that similarly with the specialty bus bars, it's going to replace things like the wire harness, that's in a power system, as Ed alluded to in his prepared remarks. The quality there is really what allows the step up in the growth acceleration, really driven by electric vehicles. On the elastomer side, you know, it's companies like Sangoban, who are really – Woodbridge, Nida Danko are kind of a few names there. Across the board in each of these kind of three businesses, Rogers has a leading market share. They're among the leaders. They're winning in the market. They've got a great pipeline of opportunities, especially on the automotive, the advanced mobility side with EV and ADAS. They're working with all the power electronic OEMs. And a lot of those, by the way, are E&I customers as well. So we'll have great relationships across the industry to be able to deliver some of those growth synergies in the upside on a historical growth rate. You know, they've kind of been growing mid-single digits, and with the step-up from automotive opportunities and electric vehicles, which are markets that are growing anywhere from mid-teens in ADAS systems to 30% to 30% on the EV side, they'll see nice growth acceleration as those start to scale over the next few years.

John, they have very nice wins. We did a lot. We've been hearing it in the marketplace. and obviously studying them for a few years, but we've done a lot of due diligence around the pipeline and the wins, and they're very well positioned, as John said, on ADAS, EB, with wins and a lot of design opportunities that they're working on. So we feel very good about a high single-digit growth rate going forward for the business.

Got it. Hugely helpful. And then just as a follow-up, On the mobility asset sale or divestiture, however it ends up going, can you speak to how we should think about any stranded costs, how quickly you may be able to exit those if there's much in the way of anything that would be left anyway?

Yeah, I mean, we're very good at getting at stranded costs quickly. So if there's any to be had, we'll get at it. I mean, we'll look at the transaction holistically. So you'll have, you know, the M&M portfolio going out, Rogers coming in, and then another transaction coming in sometime later in the fall once we have line of sight for the proceeds from the M&M divestiture. So we benchmark best-in-class from a G&A perspective. We'll continue to benchmark best-in-class post the transaction.

Okay, your next question comes from the line of Chris Parkinson from Mizuho. Your line is now open.

Great. Thank you very much. Just regarding slide 11, you do have a history of exceeding expectations on cost synergies, and clearly you're already embracing the potential for revenue synergies as well. So just taking that 14 times post-synergy multiple and integrating how you're assessing the long-term aggregate synergy potential based on your various buckets, Can you simply just discuss the potential to further reduce the price paid and what the investment community should be monitoring during the first, let's say, 18 months, just given your progress, which you've just highlighted on Laird? Thank you.

Yeah, look, when we talk about cost synergies, hopefully we'd be conservative and we can beat those numbers as we already are on Laird, by the way. So, you know, we'll keep updating you as Let me just say that.

Understood. And just as a quick follow-up, just shifting to the macro, your team has done a fairly good job just driving pricing, controlling the raw materials, as you highlighted, at least the 100 million X M&M, but also transportation logistics headwinds. So based on what you're seeing right here, right now, as we're already in the fourth quarter, just what should we think about the pricing algorithm versus raws as well as transportation logistics? you know, heading into 22 and 23. I mean, is there any expectation if we do in fact receive relief, you will get a structural margin uplift in certain businesses? Thank you.

Well, most of that would be in the M&M business.

Your next question comes from the line of John Roberts from UBS. Your line is now open.

Thank you. I have two questions. Your 2022 Rogers EBITDA estimate is 10% above consensus. Is there any significant new product or development that you uncovered in your due diligence?

Yes. So we estimated 270 for next year. So the largest increment of growth really is just coming from the top line. So you've got the benefit from they had made a small acquisition of a silicone engineering that they just announced recently, so you have the benefit of that, as well as about mid-teens growth from an organic perspective, really coming from the strength in the pipeline that John had highlighted earlier. So about 30% of their revenue is is in advanced mobility, which is ADAS, which is growing kind of in the mid-teens, and then battery, which gets upwards of 20% plus. And then finally, they did have a fire at one of their facilities in Asia, so we're expecting recovery there, incremental 2022 over 2021. So those are really the key drivers of the top line that are dropping to the bottom line and giving us that confidence that we'll get to 270 next year.

And then... Don't take this the wrong way, Ed, but this seems to set up an endgame for DuPont, and you stepped back once from the CEO role. Do these transactions focus DuPont enough that you might consider stepping back again?

No.

Thanks.

Your next question comes from the line of BJ Juvicar from Citi. Your lines are open.

Yes, hi, good morning, Ed and Lori. Good morning. Yeah, wondering if you can talk about your volume growth in China and wondering if you've seen any weakness related to housing and construction activities as we've been reading some headlines here. Can you just talk about the big picture there?

Yeah, so really the only pullback that we potentially will see in China in the fourth quarter. So in the third quarter, organic growth in China was about 11%. That put us in the low 20% year-to-date. And in the fourth quarter right now, we're expecting high single-digit growth in China organically. So the sequential deceleration is really just a reflection of the semiconductor shortage that we had highlighted earlier, impacting primarily our auto sales, less so our electronic sales. And then that timing shift that we've been highlighting around the timing of the smartphone deliveries that favored the first half. So I would say no overall structural change. Our expectations of being up organically 7% in the fourth quarter is ahead of where GDP is expected to be right now for China as well. So we'll continue to outpace.

Yeah, and our exposure in kind of the housing commercial sector in China is minimal. You know, that's a bigger business for us. on the residential side in North America. So really no impact there.

Okay, thank you. And then clearly Rogers is a high-growth company in areas such as EVs and wireless infrastructure. Ed, I know you're frustrated with your own multiple. I can hear that in your voice. But maybe you can talk about your thoughts on how did you triangulate on the multiple of 19 times 2020 to EBITDA for Rogers and just your overall thoughts there. Thank you.

Yeah, sure. So, you know, look, the 19 times I would never do if it was standalone and 19 times, I can tell you that, but you know, we comfortably have it down to 13.6 times with the synergies we know we can get. And as I said a minute ago, hopefully we can get some upside to that. So, so anyway, I feel very comfortable buying it. This, And one of the things John and I and Lori, we love about it, it really is high in technology expertise. They're scientists. The products they develop are on the cutting edge. It's exactly what DuPont does. So, you know, the barriers around that that we like. And, you know, it's to our existing end customers. And it also expands to markets where we think we can leverage our products, as John said, into these other markets as well. So, you know, it's a very high-quality asset. Again, we've watched it for years and seriously for three years. And the beauty about this, the 13.6 times, we feel like they, with the funnel they have, they're on the cusp of some real secular growth areas. that we're getting in on early with them. By the way, we feel like we did that with Laird, and we're already seeing it in the performance of Laird. They're nicely outperforming what we said we would do. So we have literally bought Laird now. If you just use the numbers they're running at this year, we bought Laird at 10 times. I think when we announced it, we said it was 11 times. And the performance we're going to end the year at on Laird has already brought that down to 10 times. And that, again, a very high-quality asset. We got it at a great price. We think we're right at that point with Rogers, with these secular growth areas. ADAS is growing 15%. EVs are growing 30%, just to name the auto industry. And Rogers is very well positioned there. And these things are just beginning to really ramp.

Your next question comes from the line of Alex Yaframo from KeyBank. Your line is now open.

Thank you. Good morning, everyone. Ed and Laurie, I would agree that end markets are very attractive for Rogers, and the products look strong, but margins are lower than DuPont's legacy electronics business. In your due diligence, how did you think about that in terms of maybe technological differentiation, barriers to entry, or opportunities for improvement?

Yeah, Alex, I'll go ahead and take that one. The way to think about it is you've got two-thirds of the portfolio with established products that have very attractive margin profiles that closely match the types of things that we have in the rest of the portfolio. And then you've got kind of one-third that is in that power electronics space that is really just starting to scale up based on the EV itself. Great technology with a differentiated position. It has a slightly smaller margin profile today as the volumes are starting to scale up for those applications. As we add the volume in, the margins drift up nicely, and then you layer synergies on top of that, and you'll have a really solid, very attractive margin profile for the overall business.

Thank you. As a quick follow-up on supply constraints and mobility supply for all materials, if 100% is completely normal supply and maybe 0% is the worst point of the shortages, where do you think you would be in fourth quarter and first half of 22?

Yeah, so the raw material constraints have really basically alleviated. So compared to where we were in the first half with the freeze in Texas, we're light years beyond that. So everything's generally back to normal with respect to raw material supply. What we're facing right now is really just the semiconductor shortage impacting the OEMs that are pushing lower demand back to us. And so once we can – resolve the semiconductor shortage challenge probably sometime into mid-next year, and you'll get back to a more normal environment. So it's really not raw, it's really just the semi-shortage.

Your next question comes from the line of Mike Season from Wells Fargo. Your line is now open.

Hey, good morning. Nice transaction, a couple transactions, I guess, but It might be a little bit early, but when I think about 23 EBITDA, you know, you take what you're going to do this year in 21 minus the billion for M&M plus Rogers plus Synergy, and I assume we get pretty good growth, right, over the next couple of years. Is kind of the base case for 23 to look like 21, if not a lot higher? Well, maybe not a lot higher, but certainly the possibility of 23 EBITDA could be higher than 21.

Yeah, I don't know that I want to answer something out of 23, but growth, you know, and very little volatility in it. So, you know, it also depends if we do another acquisition or we do more share repurchase. You know, it depends on that also because I think it's back to Steve Toose's comments. There's some billions of dollars sitting here at the end of 2022. So it depends how we redeploy that to create shareholder value also. So there's still some big moving pieces. With the layer now in there and the riders in there, you get a nice part of our portfolio growing at a nice clip.

Got it. As a quick follow-up, I understand the potential to be compared to the multi-industrial folks. The portfolio is going to be a little more simplistic to major businesses, but DuPont tends to be put into chemical indexes for the major funds. Will these transactions allow you to move from SIC code or something like that to an industrial code where I think you could get a little bit more attention for the comps that you want to be compared to?

Well, first of all, the comps, by the way, they really are good comps because if you take the broad bucket of It was different, actually, from the compare group. It was more M&M. You know, that was probably most people were leaning more towards the chemical industry and not the multi-industrial, but the portfolio now lines up end market very, very well. So, look, we'll work that issue on the multi-industrial over time. We kind of put And we'll work that issue, but I think over time we will get compared. I mean, we benchmark really nice against that group.

Your final question comes from the line of Aaron Vishwanathan from RBC Capital Markets. Your line is now open.

Great. Thanks for taking my question. I guess two questions. So first off, on the Q2-22 expected close, Is that a little bit later than you expect? Is there any regulatory issues that you expect through this process? And similarly for October 22 for the divestitures, that also seems like a ways away. Are you just building in some extra cushion there?

No, the 2020, so the closing the Rogers deal, I don't see any issues. sale to somebody way sooner than October 1, but we won't be able to actually separate it out of the company until that point in time.

Okay, thanks. And as a follow-up, you've clearly been on a path to move towards higher growth, higher margin businesses in the hopes of getting some multiple uplift. what can you do to accelerate that if that's not shown in the market? Will you continue to march down this path of separation and streamlining? It looks like there's more announcements coming, maybe potentially in water. Is that the next area of growth that we should think about?

Well, by the way, for Downs, started doing the teachings, John did one on

Thanks, Ed.

Thanks, everyone, for joining our call.

For your reference, a copy of our transcript will be posted on DuPont's website.