DuPont de Nemours, Inc.

Thank you for standing by. My name is Pam and I will be your operator today. At this time, I would like to welcome everyone to the DuPont second quarter 2024 earnings 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 this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star 1 again. Thank you. I would now like to turn the conference over to Chris McRae. You may begin.

Good morning, and thank you for joining us for DuPont's second quarter 2024 Financial Results Conference Call. Joining me today are Ed Breen, Executive Chairman, Lori Koch, Chief Executive Officer, and Antonella Franzen, Chief Financial Officer. We've prepared slides to supplement our remarks, which are posted on DuPont's website under the investor relations tab and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this call, we'll make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K, as updated by our current periodic reports, includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today are on a continuing operations basis and 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 presentation materials and has been posted to DuPont's Investor Relations website. I'll now turn the call over to Lori.

Good morning and thank you for joining. I'm excited to be here today for my first quarterly call as CEO and to be joined by Antonella, our newly appointed CFO. We both look forward to partnering with Ed and our global team to continue to drive value creation for all stakeholders. We remain focused on driving results and demonstrating the performance potential of our combined portfolio while furthering the plans to unlock value through our previously announced separation. This morning, we reported second quarter financial results ahead of our previous guidance, reflecting continued positive momentum led by broad-based electronics recovery, as well as sequential improvement from all W&P lines of business. We were very pleased with this outcome and by the continued focus and strong execution of our global team. On a consolidated basis for the quarter, we saw improvement across all key financial metrics. Net sales and operating EBITDA were both up year-over-year and sequentially, including a 17% pickup in operating EBITDA versus the first quarter. We saw strength in the semi-business driven by growth in advanced technology applications, including AI. We also realized continued recovery and new wins within consumer electronics markets to drive both year-over-year and sequential growth for interconnect solutions. We did see some favorable timing benefits within each of these businesses during second quarter relative to our expectations. In the W&P segment, we were pleased to see a better-than-anticipated sequential step-up in our water business in China, as well as improvement in Tyvek medical packaging within Basie Solutions, which was in line with our expectations. Our year-over-year growth in operating EBITDA reflects solid margin expansion with operating EBITDA margin improvement of 130 basis points, driven by favorable business mix, stronger production rates in our electronics businesses, and realization of construction-related cost savings, partially offset by higher variable compensation expense. Second quarter adjusted earnings per share increased 14% year-over-year. Strong cash generation and related conversion of over 100% was another bright spot for the quarter, highlighting disciplined working capital management amid a sequential sales ramp. For the full year 2024, we are raising our guidance for net sales, operating EBITDA, and adjusted EPS, which Antonella will detail shortly. I also wanted to highlight that earlier this week we closed our acquisition of Donatel, a manufacturer of sophisticated medical devices. We are delighted to welcome the Donatel team to DuPont and are excited about this transaction, which will deepen and complement our expertise in medical device markets alongside Spectrum, which we acquired last year. Donatel will be managed within our E&I Industrial Solutions line of business alongside the Spectrum team. Together, these offerings are expected to enhance our position as a partner of choice for customers in the high-growth medical device field. I'll now turn the call over to Ed, who will provide a progress update on our planned separations.

Thanks and good morning, everyone. As seen in our second quarter results, we are well into the recovery phase from last year's inventory corrections in most key end markets, and electronics may be setting up for a prolonged positive cycle. Turning to the separations, we've received very encouraging feedback since our May announcement of our intent to separate the electronics and water businesses and the formation of three independent companies. We believe our investors broadly appreciate the value creation opportunity of having three industry-leading global companies with compelling growth opportunities and distinct investment propositions. As we shift gears to ramp up our separation activities, we have also worked to ensure our teams internally are highly motivated to remain focused on serving customers and driving business performance. That remains the top priority, and I'm confident our operating teams will continue to execute. As you can see on slide four, we have already begun working on the rigorous project management processes necessary to ensure the separation work is executed smoothly. Our teams have plenty of experience to rely on to ensure we stay within the 18 to 24 month timeline from our May announcement with all three companies well positioned for day one. One key short term milestone that has already been completed is the establishment of key workstream leaders as part of our integrated project management team under Lori and Antonella's leadership, along with myself. Key separation workstreams underway include legal entity stand-up, IT separation and stand, car financials, and talent selection. A current priority, along with our board, is to complete executive leadership appointments for electronics and water, along with corporate governance aspects, including board appointments. We currently anticipate announcements in early 2025. We are also making progress towards the future capital structures of the three intended companies. Specifically, during June, we redeemed $650 million of our 2038 bonds and entered into new interest rate swaps to hedge the rate risk on our longer-dated maturities. To the extent that it becomes necessary to repay these bonds, the new swaps hedge the risk of higher debt repayment costs that would occur in a lower interest rate environment. So while it is still early in the process, you can see that the separation work is progressing along, and we look forward to updating you as we move forward. Before I turn it over to Antonella, I'd like to mention one of the updates detailed in our 10-Q, which will be filed later today, specifically around the South Carolina MDL. Now that the Water District settlement has become final, the court has indicated a focus on the personal injury cases. Earlier this year, the court ordered cases not involving one of the eight medical conditions to be dismissed by August 22nd unless certain evidence is presented. About half of the 6,000 cases pending on June 30th are expected to be dismissed on that basis. They can be refiled over the next four years if those evidence requirements are later met. We do not, however, expect any trials in 2024 in the South Carolina MDL. With that, let me turn it over to Antonella, who will provide additional details on our financial results and outlook.

Thanks, Ed, and good morning, everyone. I'm excited to be here today and honored to serve as CFO of DuPont. Turning to slide five, I will cover our second quarter financial highlights in further detail. Our second quarter results were clearly encouraging. Volume recovery is a key driver of our improved Q2 financial performance. Additionally, our ongoing commitment to drive productivity and operational excellence, as well as continued savings from restructuring actions announced last November, are also contributing to top-line growth, margin expansion, and cash flow improvement. Net sales of 3.2 billion increased 2% versus the year-ago period as a favorable portfolio benefit of 4%, reflecting the spectrum acquisition, was partially offset by a 2% currency headwind. Organic sales were flat, as a 2% increase in volume was offset by a 2% decrease in price. Higher volume was driven by broad-based growth in electronics markets within semi- and interconnect solutions, with year-over-year reported volumes up more than 20% and mid-teens, respectively. These gains were partially offset by year-over-year declines in China within water solutions, as well as Tyvek medical packaging. However, we did see sequential improvement in these areas, as Lori mentioned. On a segment view, E&I organic sales inflected to grow 8%, while W&P organic sales decline moderated to 6%. Organic sales incorporate the 5% versus the year-ago period. From a regional perspective, Asia Pacific delivered 3% organic sales growth versus the year-ago period, with growth driven by China, where organic sales were up 8%, led by strong growth in E&I. In other regions, North America was down 2%, and Europe was down 7%. Second quarter operating EBITDA of $798 million increased 8% versus the year-ago period as volume gains, lower product costs, savings from restructuring actions, and the earnings contribution from Spectrum were partially offset by higher variable compensation. Operating EBITDA margin during the quarter was 25.2% up 130 basis points versus the year-ago period and up 190 basis points sequentially from first quarter. Additionally, I am very pleased with our cash flow performance as we reported another quarter of strong cash generation and conversion. On a continuing operations basis, cash from operations of 527 million, less capital expenditures of 102 million, resulted in adjusted free cash flow of 425 million. Adjusted free cash flow conversion during the quarter was 104%. Turning to slide six, adjusted EPS for the quarter of 97 cents per share increased 14% from 85 cents in the year-ago period. Higher segment earnings of 10 cents and the benefit of a lower share count of 9 cents were partially offset by lower interest income of 5 cents resulting from a reduction in cash on hand versus the prior year. Other below-the-line items totaled a net 2 cent headwind as a higher tax rate and depreciation were partially offset by lower exchange losses versus the year-ago period. Our base tax rate for the quarter was 26.4%, up from 23.7% in the year-ago period, driven by certain discrete tax expenses as well as geographic mix and earnings. Our full-year 2024 base tax rate is now estimated to be at the high end of our prior range, or approximately 24%. Turning to segment results, beginning with E&I on slide 7. E&I's second quarter net sales of $1.5 billion increased 15% versus the year-ago period, as a spectrum sales contribution of 9% and organic sales growth of 8% were partially offset by a currency headwind of 2%. Organic sales growth of 8% reflects a 10% increase in volume, partially offset by a 2% decrease in price. At the line of business level, organic sales for semi were up more than 20%, driven by continued semi-demand recovery, including AI-driven technology ramps as well as higher volumes for OLED materials led by new product launches. A resurgence of demand for leading-edge materials requiring higher content and accelerated buying in support of new FAB capacity, primarily in China, also contributed to the volume increase in the second quarter. Overall, semi-FAB utilization improved from the first quarter, with average utilization in the mid-70s. Within interconnect solutions, organic sales were upload teams driven by mid-teens volume gains reflecting continued broad-based consumer electronics recovery, incremental share gains, and a demand benefit from AI-driven technology ramps. We also saw earlier than expected timing of orders within certain consumer electronics markets that helped volumes in the second quarter. As expected, organic sales for industrial solutions were down low double digits due primarily to ongoing destocking for CalRES and biopharma markets. On a sequential basis, sales for industrial solutions increased 9% during the second quarter, including an improvement in CalRES and biopharma. Operating EBITDA for E&I of $419 million was up 20% versus the year-ago period driven by volume growth and the impact of increased production rates in both semi and interconnect solutions, savings from restructuring actions, and the earnings contribution from spectrum. These gains were partially offset by lower volume in industrial solutions and higher variable compensation. Operating EBITDA margin of 27.8% increased 120 basis points versus the year-ago period. Turning to slide 8, W&P second quarter net sales of $1.4 billion declined 7% versus the year-ago period due to a 6% organic sales decline, of which 4% related to volume and 2% related to price, as well as a 1% currency headwind. Within safety solutions, organic sales were down high single digits versus the year-ago period on lower volume driven mainly by channel inventory destocking for Tyvek medical packaging. However, we did see a sequential increase of more than 20% in this end market, confirming a recovery is in process. Within water solutions, organic sales were down high single digits versus the year-ago period, driven primarily by lower volume resulting from distributor inventory destocking. Market conditions in water solutions also improved during the second quarter with net sales of 12% sequentially, which was ahead of our expectations and driven primarily by an initial recovery in China. Shelter solution sales increased low single digits on an organic basis due to demand improvement in construction markets compared to the prior year period. Operating EBITDA for WNP during the quarter of $344 million was down 7% due to lower volumes and higher variable compensation, partially offset by the impact of lower product costs and savings from restructuring actions. WMP saw a nice step up sequentially from the first quarter in both the top and bottom line with nearly 50% incremental margin. Moving to our outlook on slide nine. For the third quarter, we expect net sales operating EBITDA, and adjusted EPS to increase sequentially to approximately 3.2 billion, 815 million, and $1.03 per share, respectively. For the full year 2024, we are raising our guidance for net sales, operating EBITDA, and adjusted EPS. At the midpoint of the revised ranges provided, We now expect full year net sales of about 12.45 billion, operating EBITDA of about 3.085 billion, and adjusted EPS of $3.75 per share. Our full year net sales guide reflects about 50 million of incremental foreign currency headwinds in the second half of the year versus prior guidance assumptions. which are expected to be partly offset by a sales contribution from the Donatel acquisition, which closed earlier this week. With that, we are pleased to take your questions, and let me turn it back to the operator to open the Q&A.

If you have dialed in and would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. If you are called upon to ask a question and are listening via loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute when asking your question. And your first question comes from the line of Jeff Sprague of Vertical Research Partners. Please go ahead.

Thank you. Thank you. Good morning, everyone. Lori and Antonella. Bethanylla, good to hear you on the call. Congrats. Whoever would like to take it, I'd just love to drill a little bit more into electronics. A couple of things you said were quite interesting. First, maybe, is there any kind of inventory rebuild that's going on in that market, or is this growth you think clearly indicative of what end demand is? And I wonder if you could just elaborate a little bit for us what, you know, in the context of DuPont, AI-driven demand really means, how significant it might be, content per chip, or anything that you could give to provide some perspective on that question.

Yeah. Good morning, Jeff. Maybe to your first question. Yeah, the majority of the growth that we saw within the SEMI and ICS business was just market recovery. But there was probably about 30 million of pre-buy, especially within Asia Pacific, as some of the new fabs come online. So, you know, that drove the Q2 performance up a little bit. And then it will mute a little bit the ramp into Q3 in the back half of the year. But overall, still really nice recovery in the electronic space. As we had noted, a lot of it is coming from the AI acceleration that's felt in both the SEMI and the ICS business. In total, AI is about 250 million of sales for us today, so a lot of improvement to be able to drive growth there. Like I had mentioned, it's built across the board in SEMI as well as ICS on the packaging and the thermal management side.

And also on the consumer side of electronics, I think there was a comment about orders being stronger. Is there just some timing issues there? You know, there's certainly some hope that there's a stronger iPhone cycle here into the holidays. Is that what you're starting to see? Any other color there would be helpful. Thanks.

Yeah, so the $30 million of pre-buy was probably about $20 million in semi and about $10 million of interconnect. So on the interconnect side, it would be a little bit of a timing shift for some of the premium smartphone deliveries.

Great. Thank you. Mm-hmm.

Pam, next question, please.

The next question comes from the line of Scott Davis of Mealy's Research. Please go ahead.

Good morning, everybody. Ed and Lori, Antonella, Chris. It's good to have you guys leading the call here. You're welcome. I wanted just to dig in a little bit on price. I was expecting price to be down in E&I, but maybe not necessarily in WNP. Is that mostly kind of a pass-through in like Tyvek? What are the – I'm trying to picture why price would come down in water, I guess, but perhaps it's just kind of the comps and how you had to raise price into – into that big inflation pickup at the beginning of last year? Maybe just some color there would be helpful.

Sure, Scott. So just a couple quick things that I would mention. I think it's important to keep in mind, particularly in W&P, we had some really strong pricing over the last couple of years. And I would say, you know, particularly there's a few businesses where our pricing over the last two years was about in the mid-teens that more than compensated for any of the cost increases that we saw. So

it's not um unlikely that we would see a couple of points that we would kind of give back really more just so to maintain share so to your point it's really the timing of the price increases that we have okay that's what i thought and um just going back to jeff's question and this is just you know i'm not an expert in electronic chemicals at all but is it the same product mix going into ai applications uh is is it a sip i assume it's higher volumes per per chipset, et cetera. But is it the same product, or are there variations of that?

It's the same product. It's just more content into the space because of the advanced nodes. And so the advanced nodes have more stacks and more thermal management requirements that require more of our material. So one rule of thumb that we point out is in the semispace, MSI is a typical indicator of market growth. And we would be 200 to 300 basis points above market growth because of the advanced node exposure that we have. So they need more material to be able to produce the higher-end chips.

Okay. That makes sense. That's what I thought. So thank you. Best of luck.

You're welcome. Thank you.

Thanks.

Thanks.

Your next question comes from the line of Steve Tusa of J.P. Morgan. Please go ahead.

Hey, guys. Good morning.

Good morning.

Congrats to everyone in the room there. Thank you. Just on the guidance, what is kind of normal seasonality now for EBITDA? It looks like it should be up mid-single digits, quarter to quarter, at least that's kind of what it did last year, but you're more in recovery mode it feels like, so unclear to me why it would only be up a couple percent like you have it guided.

Yeah, I think to your point, we haven't. Yeah, so I think you have to go back a couple years to kind of see the more normal seasonality pattern that would exist. And so if you go back, it's probably more about a $50 to $100 million lift from Q2 to Q3, and then normally about a $100 million decline from Q3 to Q4. So this year's recovery is muting that, and also the pre-buy in Q2 is muting that a bit from Q2 to Q3, so we're rising about 30 million. But our decline Q3 to Q4 is muted down to about 50 million in the guide because of the continued recovery that we see across the board. So, you know, seasonality is a bit challenging, to your point, whenever you're having market inflections, but that's what's based into our number.

Yeah, okay, got it.

If you take away the pre-buy.

Yep.

Yeah, like if you take away the pre-buy, then you would see more of the normal seasonality.

Okay, that makes sense. And then, Ed, you mentioned the change in the PFAS item there. Where do we stand on like state AG as well as just remind us what the other major, you know, moving items around PFAS are?

actually are and how significant this um south carolina news is in the context of you know what's remaining here yeah steve there's really two buckets left um obviously we sell what the big one on the water district cases the two buckets left for the state ag cases and the personal injury cases and i think the comment we made this morning on the pi cases i think is fairly significant because it reduces the cases from about six thousand down to about three thousand And remember, this is not like some of the other settlements we did where we had a location and we settled because we used PFAS. In this case, this is because of firefighting foam again. So only 3,000 cases. And this goes back to what the plaintiff also said in our settlement, that we are probably responsible for 3% to 7% as a consortium group. And we're only a third of the 3% to 7%. So I think you can wrap your head around a number that's pretty reasonable here.

I guess for PFAS more broadly, though, does that, I mean, you know, for the other guys that are involved, the ones with the larger exposures, I mean, is there any, I would assume that it's kind of a similar impact to those guys as well, no? Is there any reason why?

you know judging how um injured somebody actually is is different from you know company to company when it just comes to the basic injury if you will oh no i think i think the difference is just that distinguish that we didn't make firefighting film yeah so if you made it you're in a different little bit of a category but we did not make it so which is i think why our percent at the plane is just three to seven and we're a third of that and then they update on pretty nice news I don't expect, Steve, any settlement this year, but we are working hard to settle as much of the rest of PFAS as we can by the time of the spins to get them out clean.

So we're working hard at it. Yeah, you're always working hard, so we appreciate that. Thanks a lot.

Your next question comes from the line of Josh Spector of UBS. Please go ahead.

Yeah, hi, good morning. Thanks for taking my question. I wanted to ask on WMP, just within the guidance and the context, the year-on-year comps get easier, so you're clearly expecting some growth there in the second half, but it kind of seems like you're guiding things somewhat slattish from a sales and EBITDA perspective. So I'd be curious, are you seeing continued improvement from destocking? Are you not? And what are your assumptions around that? Thanks.

Yep. So, hi, this is Angela. Just a couple of comments there. So, as we mentioned, you know, we did see a nice lift off of Q1 in both medical packaging in Tyvek as well as in our water business where we saw the biggest impacts of destocking. As we move forward, we do continue to expect that there'll be a little bit more lift in medical packaging as we go through the year. For water, as we mentioned, we actually saw a bigger lift headed into Q2 than we were originally expecting. So that'll be pretty consistent as we head into the third quarter. And we'll see a little bit more of a lift in the fourth quarter as well. So overall, revenue is relatively flattish as we go into the second half of the year for W&P. And I would just keep in mind, you know, there's probably a little bit of muted seasonality that we built in in the shelter business, just given the soft resi market. And just, you know, we're keeping a close eye on the macros out there. And so that's a little bit of a cautious view, I would say, that we have built into our guidance currently.

Thanks. And I guess, what about margins? Kind of the same line of thought there. I mean, that was a bright spot in the quarter here, getting back to kind of year-ago margins, the volume still down. Is there something incremental negative on the margin sequentially? Because it seems like you're assuming that's a little bit lower versus what you did in 2Q.

No, actually, the margins in W&P are expected to be flattish to up a little bit, actually, as we head into the third quarter and expected to continue to improve as we head into the fourth quarter as well.

Okay, thank you.

Your next question comes from the line of John McNulty of VMO Capital Markets. Please go ahead.

Yeah, good morning. Thanks for taking my question. This one regarding the split. So, you know, you've had the big announcement this past quarter. I guess, can you speak to interest that you may be seeing in some of those assets? You know, sometimes there's not a lot of interest until announcements get made and then all of a sudden people start lining up. So maybe you can help us to think about that, especially around maybe the water business. And if not, I guess I'd also ask, it does look like the M&A markets are heating up in a couple areas, especially in water. Would you consider bolting on businesses ahead of the split to any of the other assets, or is that just too much to deal with for the organization at this point? How should we be thinking about that?

yeah yeah so your last point no we wouldn't do anything but where we hold something on to the asset um i don't want to get out in front of ourselves on any speculation of what's going on but as i said on the last earnings quote john if there is interest in the water business we obviously will look at it and study it hard if there's a better path to creating value for our shareholders we would clearly do that um and i'll just leave it at that for now

Okay, fair enough. And then I guess just a question on the PFAS issue. So, look, you guys have been doing a pretty good job of cleaning up the liability so far. Earlier this quarter, we had the Chevron decision kind of get overruled by the Supreme Court. I guess I'm wondering, what does that do in terms of how you think about the liability and the ability to put that to rest? Does it change kind of the strategy or how you're thinking about that, what that liability might mean going forward?

Yeah. So, you know, and it kind of goes back to the whole Superfund CERCLA issue. And to make it very clear, manufacturers of products are not responsible under CERCLA. There's kind of four key categories, if you don't mind me telling you these for a minute just to clarify this issue. The responsible parties are current owners and operators of facilities where substances are located, past owners of facilities where hazardous substances were disposed, aggregators and generators, persons who arrange for disposal of hazardous substance at a site, and transporters who transported it to those sites. So, by the way, there's a Supreme Court case on this, just to clarify it more. An entity will not be held liable as an arranger merely for selling a new and useful product if the purchaser of that product later, and unbeknownst to the seller, disposed of the product in a way that led to contamination. So, I think it's pretty darn clear, as we've said all along, that we don't have responsibility under this.

Great.

Thanks very much for the clarity.

Yes, thank you.

Your next question comes from John Roberts of Mizuho. Please go ahead.

Thank you. On the spinoff, will we have to wait until the SEC filings for the income statements and debt allocations to the spin co? Or do you think DuPont will begin reporting more like a holding company and give us electronics and water, at least summary income statements, summary balance sheets before the SEC filings?

Yeah, we intend to report in the new structure prior to the Form 10 detailed filings would go out. So we're targeting, you know, sometime early next year to have leadership appointments and then ultimately report on the new segments would be the future SPIN.

Okay. And then will new DuPont X SPIN report medical or health as a separate segment, or is it going to continue to be split across industrial and safety? I think it's going to be over 25% of new DuPont, but it's a little hard to see in the current reporting.

Yeah, so we will most likely have three reportable segments for RemainCo, one of which is healthcare, which would be the combination of Tyvek, Spectrum, the Livio biopharma business, and now Donatel, given that acquisition closed. And the other two reportable segments would be a next-gen mobility, which would house all of our EV automotive exposure. And then the remaining would be generally the safety business and the shelter business and the rest of the printing businesses and industrial businesses, industrial solutions that aren't semi-related.

Fantastic. Thank you.

Your next question comes from the line of Chris Parkinson of Wolf Research. Please go ahead.

Great, thank you so much. Just two quick questions on ENI. The first is, do you mind just kind of, as we enter into the second half, can you just offer a little bit more color of Semituck, just given some of your commentary around the broader strokes, but if we dig in, you know, to pad slurries, you mentioned all the materials in your PR as well as the PowerPoint. Can you just help us conceptualize how we are trending into 25, 26, and perhaps into a larger upcycle? Thank you.

Yeah, so... We expect nice, high single-digit growth in the current construct at E&I as we head into 2025. You know, a lot of that coming from the growth acceleration from AI, as well as overall continued pickup within the consumer electronics space. So, we think we'll be, from a utilization perspective, on the semi-front more in the high 70s as we exit 2024 overall. It's more like in the low 80s in the advanced nodes and DRAMs, and then lower than that in the legacy nodes and some of the more legacy memory applications.

Got it. And Lori, I have to bring it back a couple of years because the follow-up is on ICS and specifically Laird. When you originally did that transaction, you kind of mentioned AI as an optionality. And obviously, you were kind of at the time talking up the shielding, the thermal management portfolio there. Can you just kind of help us think about the ICS business as it stands today versus kind of the legacy way of thinking around handsets? It seems like there's perhaps a lot more going on under the hood there in terms of how we should be thinking about sustainable growth rates. Thank you.

Yeah, so ICS, I kind of think about it in two big buckets as far as market opportunity is concerned. One is like a powerhouse with respect to interconnect solutions, and one is a powerhouse with respect to thermal management. And you see opportunity on the three lines of business underneath across both of those segments. And so the layered acquisition has continued to play out nicely for us and drive opportunity across the ICS portfolio. It's been really timely with the AI boost and the ADAS boost that's coming to have that thermal management business within our portfolio.

Thank you.

Your next question comes from the line of David of Deutsche Bank. Please go ahead.

David, are you with us? Pam, you can go to the next.

All right. Okay, our next question comes from the line of Mike Leathead of Barclays. Please go ahead.

Great. Thank you. Good morning, guys. Just one on ENI. Good morning. One on ENI, just strong results. mostly across the board with with the exception of maybe industrial and you called out the one headwind around kind of ongoing cal res destocking i just wanted to dig into that um so your volumes your sense probably consistent with end market trends for the product or is there any competitive dynamics impacting cal risk specifically there no no there's no competitive dynamics it's really just the d stock um from

from the 2023 high volumes that went on. So there's nothing competitively. We did see nice sequential improvement in cow risk as we had expected. We actually do forecast a return to volume growth in industrial solutions in total in the back half. So it's really just us getting through the destock in cow risk and also in the biopharma, which are both in industrial solutions.

Okay, great. And then just as a quick follow-up, maybe question for Antonella on the cash flow statement this quarter. It looks like cash flow from operations or discontinued operations was a $400 million use of cash in the quarter. Can you just help us understand that?

Yeah, so keep in mind, as Ed mentioned earlier, we did have the settlement. So really, that's predominantly all the cash out of about $408 million related to the MOU settlement.

Okay, perfect. Thank you.

Your next question comes from the line of Frank Mitch of Birmingham Research. Please go ahead.

Good morning. A nice result. If I could stay on the cash flow side of things. Laurie, when you were wearing your prior hat as CFO, there was an expectation that the second quarter cash flow conversion might be lower than the first quarter in part with interest payments, and obviously it came in materially above or nicely above, I should say. So can you speak to the factors behind that as well as what the outlook is in terms of cash flow generation?

Yeah, so good memory. I had signals that usually Q2 is a little muted because of the interest payment, which we did pay. It was really a reflection of better working capital performance for the most part. So we had 8% sequential revenue, but we're really able to use the working capital headwind. So we've done a really nice job primarily on the inventory front around driving productivity across our businesses to get better at cash. So we're still in that, you know, 90% target range for the year. We're at about 96% quarter to date. So we're in good shape to be able to deliver against the target that we have out there.

All right. Terrific. Thank you. And then, um, Maybe just a second or two in terms of the corporate line. You know, sales were relatively flat sequentially, yet EBITDA picked up materially. Can you talk about the factors there and what your outlook is? Thank you.

Yeah, really that was driven by a bit of our corporate expenses. So there's always a little bit of timing from quarter to quarter. So I would say when you take a look at kind of corporate expenses, we're probably a little heavy in Q1, a little light in Q2, and on average kind of expected we're we would typically be. As you kind of look into the second half of the year, as you look at corporate as a segment, we did point out in the materials that we do expect overall less income coming from corporate in the second half of the year than we had in the first half of the year.

Terrific. Thanks so much.

Your next question comes from the line of David Biglighter of Deutsche Bank. Please go ahead.

Hi, this is David Huang here for Dave. I guess first, industrial solutions, when do you expect volumes to recover and turn positive here?

Yeah, we expect volumes to be up low single digits in the third quarter year-over-year for industrial solutions, and then more in the low double-digit range for the fourth quarter. So, you know, we saw a nice inflection sequentially, and then we'll see a return to year-over-year volume growth in the second half.

And I guess just on the potential waters though, I guess there's some interested parties there and sounds like PFAS continue to progress positively. I guess when you talk to potential interested parties, what's the initial thoughts from them in taking over some of the PFAS liabilities? And I guess is there a threshold they're willing to accept or is it in general still a big hurdle for them? And you think if that scenario were to play out it will not involve any PFAS liability allocation at all.

Yeah, so we haven't had any conversations on selling the water business, so our intent is still to spend. Each of the three spins will pick up their pro rata share of the PFAS liability per their trailing 12-month EBITDA underneath the sharing agreement with Corteva.

Okay, thanks.

Your next question comes from the line of Lawrence Alexander of Jefferies. Please go ahead.

Good morning. Can you give a little bit more detail on the sequential momentum in water and safety solutions, you know, sort of, you know, into Q3 and how much visibility or is the visibility improving in those two businesses or lead times improving?

So for the water business, as we mentioned, from Q2 to Q3, we do expect it to be relatively flat. As we get into the fourth quarter, we do expect a sequential increase in terms of the top line. And some of that is just driven by some project-related activity that we have there. In terms of safety, we did talk about that's where our medical packaging business is within Tyvek. We do expect to see some sequential improvements there as well. I think there the growth will be a little less muted as we go through the course of the year because there's just a couple little other puts and takes within that business.

Thank you.

Your next question comes from the line of Mike Season of Wells Fargo. Please go ahead.

Hey, good morning. Nice quarter on Outlook. Ed, just one question. How do you expect the agencies to assign sort of industry codes for each of the entities of the spin? You know, maybe that would help investors assign the right multiple or comps longer term. And I assume you don't expect the entities to get assigned materials or chemicals. But any color on how you think you can help them sort of make that right decision?

I'll just say it this way. We are going to work at large. um you know the electronics is very clear where that should be and uh we will work that issue thank you i mean they're pure play comps in those industries and there's only a couple key competitors against them that have their marking in the water businesses the same way so that'll be worked yeah and we'll work to get the remain co sic code changed as well so we've been trying for

since we've spun out of Dow DuPont to get a change more to the, you know, multi-industrial diversified SIC code. And so I think we continue to make our case that we should not have the chemicals SIC code anymore. And so we'll work that one as well.

Your next question comes from the line of Arun Viswanathan of RBC Capital Markets. Please go ahead.

Great. Thanks for taking my question. I guess just kind of curious on the guidance. So, you know, you're raising it by looks like around $110 million or so on the EBITDA line for the full year. The Q2 beat was around, you know, $80 something million, so $88 million. Um, you know, that remaining kind of 22 million, um, doesn't, you know, it seems like there has, there, there could be a little bit of seasonal drop off and, and, and maybe some, um, moderation and growth. Uh, I know you mentioned the three, the pre-buy, uh, 30 million, but anything else you'd call out there, um, as to why you're not raising guidance, maybe by a little bit more. Thanks.

Actually, I would say, you know, our raise in our guidance, when you kind of take a look at it, is not only adding in the Q2 beat, but actually a bit more than that as well. So kind of the way to look at it is if you look where our previous guidance was, and to your point, kind of add the beat that we had in the second quarter of around $150 million on the top and $90 on the bottom, I think you need to keep in mind that FX is an incremental headwind from when we previously gave guidance to the tune of $75 million, and clearly there's an EBITDA impact associated with that as well. that is only partially offset by the Donatel acquisition that's going in. So on a true underlying basis, if you put, you know, FX and acquisitions aside, in addition to the Q2B, we are raising the top line close to 100 million and the bottom line, you know, around 30 million or so.

Okay, perfect. Thanks for that clarification. And then I guess just as a quick follow-up, as you look into 25, where are you kind of in that recovery, maybe on ENI? You know, would you say, like, where do you expect fab rates to kind of utilization rates to end the year? And do you see those kind of continuing to move up as you move into 25? Thanks.

Yeah, I think we'll end the year overall in utilization in the high 70s. It'll be different between advanced nodes and more legacy nodes. So, the advanced nodes should be in the, you know, in the low 80s, and the more mature nodes would not quite be at the average. So, it sets up well for, 2025 to get back to the more normal utilization patterns that exist in the space. As I had noted earlier, we overall probably see high single-digit growth in E&I in total in 2025 with a lot of growth coming from continued acceleration with AI on both the data center side as well as on the ICS side.

Thanks.

Mm-hmm. Your next question comes from Alexi Yefremov. Please go ahead. Mr. Yefremov? Okay. Next question comes from the line of Patrick Cunningham of Citi. Please go ahead.

Hi, good morning. Just on the Donatel acquisition, first maybe talk about the strategic fit there and even potential cross-selling opportunities where it's complementary in the portfolio. And then can you also help us size the transaction and how much earnings contribution we should expect in the second half?

Yeah, so we closed Spectrum earlier this week, or Donatel earlier this week. It'll dovetail really nicely with our Spectrum acquisition that we're actually lapping the year on here, August 1st. And so they've got nice exposure to some of the large medical device OEMs that Spectrum did not have. So there's a lot of cross-selling opportunity to come in there. They've also got some really nice machining and tooling competencies that we'll add to the portfolio. In total, the revenue is about $75 million from Donatel. It's got slightly better margins than what the Spectrum acquisition did, so a nice addition there.

The only thing I would add is the $75 million is a full-year number, just to clarify.

Yes, thank you. And then maybe just a clarification on corporate earnings. I think there was a sizable step up into 2Q. I know you mentioned there were some expenses that moved around, but were there any areas of strength on the underlying retained businesses? you know, that helped 2Q? And, you know, how much lower should back half earnings be on the corporate line?

Yeah, so I would say in the second quarter, in addition to the timing of expenses, we did have, you know, a good strong margin performance in terms of the retained businesses as well. As we shift into the second half of the year, as I mentioned earlier, we do expect the overall earnings in corporate to come down. There is a little bit of pressure that we have in terms of our solar business that we have within the retained businesses. So a little bit of earnings headwind related to there. And as I mentioned earlier, a little bit of timing related to actual corporate expense.

Great. Thank you so much.

Your next question comes from the line of Vincent Andrews of Morgan Stanley.

Thank you. Could I ask quickly on electronics? The timing differences that you called out in the quarter that were favorable to the quarter, Are you seeing in your 3Q order book that those are indeed shifted to 2Q, or are you just assuming that and then, you know, we'll see how the quarter plays out? And then separately, Ed, if I could ask you on the PFAS on the personal injury cases, just a little bit of clarification in terms of sounds like we'll go from 6,000 to 3,000 cases, but has that case count been increasing, or has it been static around those levels, firstly? And then secondly, on your comments, that DuPont is sort of I think you said three to six or three to seven percent sort of assumed liability is that is that to mean that that would be your sort of exposure to any any payout should there be any or is that your exposure the amount of cases and lastly on that how do you how do you expect this to proceed in terms of will something actually go to trial will be the typical MDL where um you pick one and they pick one and and you know you see what the outcomes are and then maybe you try to settle or is there is there a path to settling uh ahead of time or just sort of what you think the process is going to be yeah so the cases have

crept up over time, but the slope has obviously changed, come down. And remember, it's predominantly firefighters. It's not other individuals. So the drop will be at least down to 3,000 cases. And I would just say overall, because it's firefighting foam, it goes back to the last settlement we did. where we never made the firefighting film, but we had one surfactant that went in for 10 or 11 years. So net-net, you know, was determined that the exposure of Corteva, Chemours, and us was in the 3% to 7% range. And so, yeah, I think you can do the math like we were able to do when we settled the water cases and kind of get this into a certain box. And remember, we're only a third of the 3% to 7%, as I mentioned earlier. So and by just your kind of one of your last points, obviously, we always try to settle these as a class like we did the water cases. And, you know, we'll work hard to do that. And I said we would love to clean a lot of this up before the actual separations occur.

And maybe on your order question. So our order book is trending alongside the guy that we had given. So we feel like we're in good shape there.

And our last question comes from the line of Steve Byrne of Bank of America. Please go ahead.

Yes, your cost of goods were down 2% in the quarter. Can you provide a little more detail on that, such as were RAS down more than that? Your volumes being a little higher might suggest that RAS were down more than that. But more importantly, where do you think that cost of goods year over year is likely to go as we move forward?

Yeah, hi. So a couple things that I would mention there to keep in mind. So one, obviously, we are seeing a bit of an impact from the deflation of costs that's in there. Secondly, I would also mention in terms of restructuring, we took a lot of actions As we announced the program last year towards the late November, some of those actions have actually been accelerated. So we are seeing even more of a benefit this year than we were originally anticipating. So as you may recall, we were first expected we'd have about $100 million of restructuring savings in 2024. We now expect that to be closer to $115 million or so for the year. So that's also helping from ACOG's perspective in kind of bringing our costs down.

And then you mentioned on slide 14, a lot of products and developments, and you mentioned your water business has some DLE opportunity. Just a question on that. Is this, you know, one lithium project at a temperate latitude that could be many, many years from now, or is there some breadth to this opportunity that you see in lithium?

We continue to see a nice opportunity. We're actually investing in a facility in Europe to be able to take advantage of it as well from a production perspective. So it's still a little early. I mean, the potential market opportunity, you know, on the low end is probably in the $250 million range as we position ourselves as a component supplier into the space.

Thank you.

Mm-hmm. I will now turn the call back over to Chris for closing remarks.

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Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.