Good day and thank you for standing by. And welcome to the DuPont Third 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.

[Operator Instructions] 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 2 strategic transactions that we announced this morning. We're 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. Jon 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 risks 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, include detailed discussions of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today excludes 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 on 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 Lori walks you through earnings. And then I'll be back to go into more depth on our announcements today.

Our team has 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 and effectively managing the levers within our control to deliver strong results. Market demand in nearly every one of our end markets were 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 Lori 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 2 strategic transactions this morning.

The acquisition of Rogers Corporation and our attempt 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, and 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 earnings stability. The combined transaction 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 market 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 end of our third quarter guidance.

In addition, we had strong cash flow generation and returned $657 million of capital to shareholders during the quarter, grew $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 a 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 tailwinds reflects the net impact of strong top-line results related to our acquisition of Laird Performance Materials and headwinds from the non-core divestiture. 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 3 of our reporting segments. Double-digit organic growth within Asia Pacific, Europe, and North America reflects continued strong demand in our key end market.

From an earnings perspective, we delivered operating EBITDA of $1.09 billion and adjusted EPS of a $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 3 reporting segments and earnings uplift from the Laird 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 result. For the total Company, our selling price increases during the quarter, again, offset raw material inflation.

Gross margin was up about a 160 basis points versus last year, reflecting increases in both M&M and E&I. Operating EBITDA 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 costs, our operating EBITDA margin for the quarter would have been nearly 27% and incremental margin 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 the headwind resulting from a technology sale 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 in the absence of charges related to temporarily idled 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 margins 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 2.5 times operating leverage compared to the year-ago period. The improvement reflects higher volumes across all end markets, net pricing gains, and response to raw material inflation, and the absence and 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 a 112% was up significantly compared to the second quarter. Turning to slide 4, 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 the segment, led by double-digit volume gains in both Industrial Solutions and Semiconductor Technology. The sales growth in Industrial Solutions reflects strong demand across all product lines but most notably in OLED displays for a new phone and television launches.

Medical silicones in healthcare Kalrez seals within electronics, along with a continued recovery in aerospace.

Semiconductor technologies, continues to benefit from robust demand driven by the ongoing transition to more advanced node technology and growth in electronics mega trends, and we expect these strong demand trends to continue in the fourth quarter.

Within Interconnect Solutions, organic sales declined 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 gains.

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. Our Shelter Solutions continue recovery in commercial construction led by demand for Corian surfaces, contribute 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 wrap, and the retail channel for Do-It-Yourself applications. Organic sales for Water Solutions were up low-single-digits during the quarter as global demand for clean water technology remains strong.

However, logistics challenges do remain and have impacted our ability to meet demand. Pricing gains for W&P during the quarter reflect actions taken to mitigate raw material inflation, mainly within shelter and safety.

M&M top-line results reflect another strong quarter with organic sales growth of 28% on a 16% price increase and 12% volume improvement. And includes double-digit organic growth in each of Engineering Polymers, [indiscernible] in advanced solutions.

Throughout the year, our M&M segment has been the most significantly impacted by raw material inflation. As such, a 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 impacts, price was up about 12% during the quarter. Looking ahead, while our global supply constraints of key raw materials have improved in M&M compared to earlier in the year, and auto demand remains strong among consumers, we do expect softness in the fourth quarter as the global chip shortage continue.

Turning to Slide 5, adjusted EPS of a $1.15 was off about 90% from $0.61 per share in the year-ago period. Higher segment earnings results 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 costs 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 this current quarter from de -levering 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 6, 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 were [Indiscernible] 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 midpoint and narrowing the range of our full 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 up demand. With that, let me turn it back over to Ed..

Thanks, Lori. I'm excited to share with you more detail on the 2 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 earnings 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 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 a 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 serving 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 portfolio, we are 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 and 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 the 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 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 for the Company, assuming the completion of both the M&M divestiture and the Rogers acquisition, including full achievement of a planned cost synergies.

As you can see, pro forma DuPont will benchmark well above our top multi-industrial peers on both organic growth and EBITDA margin, and in line with this high-performing [indiscernible] on cyclical, 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 2 times the growth rate of the top peers. This growth is driven by our exposure to high-growth end markets.

For example, the semiconductor materials market is expected to grow at 46% 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 basis points 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're 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 Nomex papers. In the new portfolio, the strength in these businesses will accelerate the performance.

In 2020, our top line for the core business declined about 5%, which is 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, floating us well above our top multi-industrial peers.

The new portfolios, a collection of specialty businesses underpinned by innovation, customer relationships, and manufacturing excellence. The combination that supports robust, sustainable margins. I'm also excited about the consistency these transactions will bring to our results.

Strong ties, the secular growth drivers will limit the earnings volatility in 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 topline growth EBITDA 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 evaluation comparable to top peers.

Getting DuPont to this point has been a multi-year journey with decisive news aligned with our value-creation levers of active portfolio management, a best-in-class operating model, and disciplined capital allocation.

Slide 9 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 uses 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 majority of these businesses and our work continues.

We expect to close the sale of the Clean Tech business before the end of the year for around $510 million. Earlier this year, we finalize the separation of the N&B business and an RMT transaction with IFF, creating a powerhouse in the food, beverage, health, and Biosciences markets.

Separation of N&B provided a lift to the top line growth and operating EBITDA margins at the DuPont portfolio, as N&B was at the low end of the portfolio on both measures.

This was an unmatched opportunity to advance the DuPont strategy, including the receipt of $7.3 billion in tax-free proceeds, which we redeployed to create shareholder value, and position 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 earnings stability 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 pursued targets were 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 precedents. 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 to strengthen our Balance Sheet has been and remains a priority. Following the N&B separation, we delivered our Balance Sheet to maintain a debt to EBITDA 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. 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, 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 are consistent with how we justify all deals. We have not assumed any revenue synergies in our modeling. And 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 closed and funding the acquisition, we expect to prioritize pre -payable 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 to extract value from this combination due to the synergy opportunity that comes not only from having one of the largest sub-electronic material businesses in the industry, but also from the acquisition of Laird that we completed a few months ago.

We looked across all three organizations to determine where there were synergy opportunities. As is the case in many of our transaction, where we combine businesses, we have complementary product offers in similar segments. We expect significant synergies in procurement spend, as well as G&A cost.

Because Rogers as a public Company, we will also realize savings associated [indiscernible] them into our structure.

Our anticipated Rogers cost synergies of $115 million combined with the cost synergies and we anticipate from the layered 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 within 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 Electronics Solutions, which includes the high frequency circuit board laminates business, and the power electronics business. Rogers second segment is the Elastomeric Material 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 manufacturers comp or clad laminates for high-frequency circuits using ADAS radars, 4G, 5G base stations and military communications.

Also included in the Advanced Electronics Solutions segment is the power electronics business, which includes both ceramic substrates and specialty busbars for high power conversion used in applications such as electric motors for trains, ships, automobiles, and wind turbines.

Specialty busbars are used instead of cable harness systems and 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 powering applications for hybrid and electric vehicles.

The second segment is Elastomeric Material Solutions segment, approximately a $400-million business, which manufactures precision phones and silicon materials with high reliability and high purity for cushioning, ceiling, impact protection, and vibration management across the number of growing end markets.

This segment also has high exposure to electric vehicles for battery applications. On side 13, you can see the significant offerings in combined entities 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 [indiscernible] into the electric vehicle.

In a segment that is growing 30% per year, this is a tremendous opportunity to increase our share of wallet with offerings such as gap fillers, adhesives, and Nomex papers from DuPont, high-performance elastomers, specialty busbars, 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 materials supplier through all 3 businesses within the E&I segment, Semiconductor technologies, Interconnect Solutions, and Industrial Solutions.

E&I shielding, thermal interface materials, and multi-functional solutions from Laird, 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 expertise will be unmatched in the industry.

We're 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, solve their most critical challenges using our combined portfolio, advanced technologies. A hallmark of all three companies.

Customers in these industries demand this level of sophisticated innovation and part nership. 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 then the Rogers acquisition, is highly complementary and can expand our addressable markets within key electronics segments by 50%.

The addition of Laird and Rogers provides an entry way 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 in 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 process divest a majority of our M&M segment, we're committing to do just that, finding the right owner for a tremendous asset.

The business to be sold predominantly includes the Engineering Polymers and performance resins 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-base businesses, which aligned nicely with our offering for [indiscernible]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 and electric vehicles and other emerging megatrends. The business is also poised to outperform peers through the cycle with a lean G&A structure, efficient manufacturing processes, and a reliable supply chain and key raw materials.

We expected 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 and 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 4 foundational pillars, including electronics, water protection, industrial technologies, and next-generation automotive.

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, enabled 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're also creating an opportunity for significant value creation for our shareholders.

As I mentioned previously, the combined transaction enhanced 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'm 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 a strong balance sheet, have 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..

[Operator Instructions] Please stand by while we compile the Q&A roster. Your first question comes from the line of Scott Davis from Melius Research. Your line is now open..

Good morning..

Good morning..

Good morning, Lori and Jon..

Good morning..

Sounds like you guys have been busy. Kind of asking you a technical question here.

I mean, the process that you're going to run on mobility, if it doesn't come out as you like, would you consider spinning the business? Is that one of the options that's in play here?.

Yeah. We're highly confident of there’ll be a sale here. We already know people are interested in this asset. We've had many calls at even in recent times about the assets. So it's going to sell. We're starting -- literally starting the process in the next few days.

And 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 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. It's in everyone's sum 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 DSMs coming to 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 don't -- I'm confident it will sell for even more than the Company literally currently trades at now..

Good.

And then Ed, as a follow-on, can 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?.

Yes, 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 division this will be in the E& I segment. We used ICS. We use 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'd 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, streamlining it into our structure. We get some procurement savings also.

And then we've got some facility consolidations. We've got sales offices all overlapping each other globally as an example. So we've scoped it out and a lot of detail. Obviously, we'll get more detail once we can sit down even more with the team.

And I would also add, 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.

And hopefully we're being conservative here on the combo at a $115 million of synergies for Rogers..

Okay. Your next question comes from the line of Steve Tusa from JPMorgan. 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. Then, I have a follow-up on the strategic stuff..

Yes. Look, Steve, it's all auto. That's all centered on the semiconductor.

We did not see it in the third quarter as you could tell by Laurie's prepared remarks, we had a very robust third quarter still going along, we're seeing a little bit order pattern on the auto end go down, we're just expecting it has to through the rest of the quarter because auto builds are down 17% in the second half of the year.

So that's pretty much how we modeled it out and said, we'll probably see it here in the fourth quarter. And look, you all know it's -- consumer demands their -- auto builds are supposed to be up 11% next year, so we should be in good shape in 2022.

But I think we'll probably take a little bit of a hit here in the fourth quarter, and that's what we guided to. 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, 8 of them were up nicely, and the only 1 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 of the tee up for the production of the phones, and we knew the second half of the year would be softer and it will be fine again next year. So demand's perfect everywhere else.

By the way, our supply issues with force majeures have cleaned up substantially, so we're not dealing with that. We're really dealing with just the semi thing, and of course, everyone's dealing with logistics and shipping and all that..

Right. And then just lastly, I'm 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 the $5 billion that you're spending. You still have a couple of billion of cash-generation, some divestitures that are bringing in some cash here in the fourth quarter.

I'm getting to pro forma year-end 2022 cash number, that's like -- I don't know $6 billion, $7 billion, something in that range. Is that like -- is that math off? Maybe it's 5, 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?.

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 and 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. That will put you about maybe a just shy of $2 billion at the end of the year.

And then, you'll get next year the increment from the launch -- the M&M proceeds from the divestiture and then paying for the Cardinal acquisition. I've already -- we already have the funding in place for that.

The one item outside of free cash flow that we will get in the fourth quarter, as Ed had mentioned, is the proceeds from the Clean Tech divestiture. So that should be about $470 million after tax. It will be incremental to the roughly $2 billion that I had previously mentioned for ending the year..

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 as we highlighted in our remarks, there are a couple of 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 first 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..

Good morning, everyone..

Good morning, John..

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 help us? What's the zip code you think you'll have your net leverage at when you pro forma for all the divestitures and also for the acquisitions? Where do you have it shaken out?.

Yes. The reasonable target could 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 acquisitions post the receiving the proceeds from the M&M transaction, which would have us back to that 2.75 times around mid to end of 2023..

Got you. Thank you. And then maybe just another question around capacity, just the organizational capacity to continue to do M&A. You talked about a couple of deals, some assets you were excited about.

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 talked about, post the M&M divestiture?.

Yeah. If there is 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 we're going to put this pre -payable debt in place here just in the interim period. We can pay that off when we get the proceeds, as Lori said.

And then we will have, as Q - Steve Tusa was alluding to there, some billions of dollars available at that point in time..

So we'll really be looking hard. Is it share repurchase? Is there an M&A opportunity in one of the sweet spots for us? And 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 the time 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 place for M&M in the next 3-to-5-month time frame.

They have us a closed deal, but then we can't spend it until we do all the separation work, which is why I say October of 2022 to get all that done where the cars are done, the separations are all done, the tax works all done, where we can separate it..

So that team did extremely good at doing it. You've watched us do the RMT and all that. And Jon's team is very far and very quickly into the integration of Laird. And this will just overlay on to that. So I don't see any issues from a bandwidth standpoint of the Company..

Your next question comes from the line of Steve Byrne 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 is consistent with your Interconnect Solutions business or would you say it could be a little more like M&M?.

Hey, Steve, this is Jon. Thanks for the question. Rogers, high market-leading, high-frequency laminate. As you alluded to, 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 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 the inflationary pressures to the raw material, slash pressures.

It's very consistent with our electronics business, our E&I business today, in the sense that you don't see a lot of the run-ups that we experience in some of the big commodity moves. These are value-based material and you get some exposure to obviously copper used in laminates and silicone.

But not any different than what we have in the rest of the portfolio and it's been -- the team's fairly comfortable with our ability to manage that proactively..

Steve [Indiscernible] just that overall for DuPont to your line of question. We've highlighted you that we've had over $400 million of raw material inflation this year. $300 million of the 400 is in the M&M division for the feedstocks there. And that by the way, 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 a $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 businesses, do you have a level of confidence you can share about getting that 10x multiple, and if you can 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 [Indiscernible] is comparing to what I'm using as an 11 multiple. By the way, there has been assets out there, not as good as this one that has sold for 12 and a little above 12 times in the marketplace. 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 is a very interesting opportunity out there because it's publicly noted, DSM is going to market with an assets that would fit beautifully with this [indiscernible] an unbelievable Company. So I think you're going to see a lot of interest around this.

And 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 Begleiter from Deutsche Bank. Your line is now open..

Thank you. Good morning.

Ed why not spins out E&I and keep M&M and avoid any possible PFAS overhang on the high multiple E&I business?.

Yes, 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. The last announcement we did was a settlement that cost us $12.5 million in the State of Delaware.

We're actively working and comfortable we're going to get there and we'll clean that issue up for the Company. That's number 1. Number 2, spinning E&I out, you 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 put together here.

And we're taking up our top-line growth rate. We're taking up our EBITDA margins. We're taking out the cyclicality in the portfolio. There's no way that doesn't benchmark well against some of these premier companies that we've used. So if you get some multiple uplift in DuPont, it negates the multiple uplift from the E&I, which is a 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 getting asked back. There is no partner for E&I. 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 E&I, which could 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 it, makes sense as well.

And lastly, what's the -- talking about the growth synergies and the organic growth of the new enhanced E&I business?.

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 Jon, why don't you talk about it a little bit?.

Yeah. David, maybe I'll give you two quick examples here. When you look at it, Rogers really adds complementary materials and components that really build on DuPont's position in the industry today.

If you use just an -- if you pull out kind of two specific application areas around 5G in applications, in smartphones, wireless infrastructure, military and defense electronics, and automotive radar system, DuPont 's the leader in flexible laminates and Laird has E&I 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 layered integration process, by the way, is engaging with customers to co-design, and it help address some of their most challenging needs.

To give you 1 specific example there, everybody is trying to make electronic devices smaller.

And one of the ways you get smaller is you use hybrid rigid flex construction on the circuit board, and now we've got a market-leading flex circuit business, a market-leading rigid business and those complex hybrid rigid flex substrates become a lot easier to work with our customers. and they are already asking for it.

If you switch over to the electric vehicle space, 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 automotive -- ADAS systems or the battery. 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 busbars in the specialty foams, performance foams to really address some of the critical needs in the battery packs and power assembly, power electronics part s of the electric vehicles.

So you put all that together with our adhesive business, with the rest of our automotive electronics, and we'll really be a preferred partner with both the tier one 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 battery in ADAS applications and water. That portfolio is mid-single-digits and then some from a growth perspective.

It's 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. And good morning, everyone..

Good morning, Vincent..

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 these of the 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 will let Lori comment.

Lori why don't you hop in on it?.

Yes. Vincent, it really comes from going back to the Dow-DuPont transaction. And 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, they're in perimeter for M&M or from Heritage DuPont.

And therefore, have the benefit of the stepped-up basis from Dow-DuPont transaction..

Okay. And just as a follow-up, when you think about M&M -- obviously, the fourth quarter is going to see some issue with the chip issue in auto builds.

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 give us an assessment of what you think auto builds are going to look like into 2022. And that'll be helpful. Thank you..

Yes. 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 pre -trade war, pre -pandemic at an $88 million 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 -- auto makers are able to get the chips to complete the production of the cars..

Yeah, and by the way, just on the M&M front going into next year, we've continued during the fourth quarter and implement some price increase actions to make sure we keep covering the raw materials. So I think 2022 will be -- it has to be 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?.

Yes. Sure, John. When you look at it, it's really 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 outside and we're that's in the rear-view mirror now. And the Company is really well-positioned in continuing to grow that.

On the ceramic busbars and ceramic substrates and specialty busbars, that's a pretty fragmented business. You've got companies out there like Denka, Serotec, Heraeus, 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 module, especially for electric vehicles.

And so when you combine that with the -- similarly with the specialty busbars, that'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, it's Company like Saint - Goban, who are really – Woodbridge [indiscernible] Danco, are kind of a few names there across the board, each of these three businesses, Rogers, it 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 are, 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. They've been growing mid-single-digits.

And with the step-up from automotive opportunities and electric vehicles, which are markets that are growing anywhere for mid-teens in ADAS systems to 30% on the EV side, they'll see a nice growth acceleration as those start to scale over the next few years..

John, they have very nice wins. We did a lot as 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 Jon said on ADAS, EV with wins and a lot of design opportunities that they are working on.

So we feel very good about a high-single-digit growth rate going forward for the business..

Got it. Hugely, hugely helpful.

And then just as a follow-up on the mobility asset sale or divestiture, however, end 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?.

We're very good at getting at stranded costs quickly. So if there is any to be had, we'll get at it. We'll look at the transaction holistically. So you'll have the M&M portfolio going out, Rogers coming in and then another transaction coming in sometime later fall once we have line of sight for the proceeds from the M&M divestitures.

So we benchmark best-in-class from a G&A perspective. We'll continue to benchmark best-in-class, post the transaction..

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 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..

Look, when we talked about rep cost synergies, hopefully we're being conservative, and we can beat those numbers as we are already are on layered by the way. So we'll keep updating you as the year goes on.

By the way, the multiple is actually, I hate to get right too adjustable, but it's 13.6 times, and if we find additional synergies, we reduced it from there, and we'll just keep updating.

And now that we can sit down and actually with the teams in more detail, that's usually when we can really sharpen the pencil and really look at what else we can do. And we'll be doing that over the next few months. So highly confident, we'll get that amount, and we'll -- yes, we've always been in the past, 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 $100 million x M&M, but also [indiscernible] logistics headwinds.

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 rows, as well as transportation logistics heading into '22, '23. Is there any expectation if we do in fact received release, you will get a structural margin uplift in certain businesses? Thank you..

Well, most of that would being in the M&M business. So you try to hold price as long as you can, when [indiscernible] come down. So you might get some benefit there. But I would say over a more intermediate time, they attract each other. You wouldn't have a margin problem. If [indiscernible] did comes down significant, you could give up some price.

But you hold it as long as you could. By the way, the logistics issues, I don't think are getting any better out there. All the [Indiscernible] did get better as we said. So the raw material supplies into M&M has substantially improved, which is great.

And we're able to catch up a little bit last quarter with our customers and orders we couldn't ship in the first and second quarter, but we're looking right now at additional surcharges on freight, because that has continued to go up, especially ocean freight and all that. So I don't think -- we're probably will [Indiscernible] do some here.

We're actually have a meeting in the next couple of days where we are going to do a surcharge instead of a price increase on the actual product itself. So people know, look, we're just testing us [Indiscernible] all because of the freight increases. So we want to be positioned well going into 2022..

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 incremental growth really is just coming from the top line. So you've got the benefit from -- they had made a small acquisition of 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 Jon had highlighted earlier. So about 30% of their revenue 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 a recovery there, incremental 2022 over 2021. 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 step back once from the CEO role, do these transactions focused DuPont enough that you might consider stepping back again?.

No..

Thanks..

Your next question comes from the line of PJ Juvekar from Citi. Your line is now open..

Yes. Hi, good morning, Ed and Lori..

Good morning..

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 pull back that we potentially will see in China in the fourth quarter. So in the third quarter, our 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 electronics sales. And then that timing shifts that we've been highlighting around the timing of the smartphone deliveries that favors 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..

Yes and our exposure in the housing commercial sector in China is minimal. 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 sees a high-growth Company in areas such as EVs and wireless infrastructure. And 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 2022 EBITDA for Rogers.

And just your overall thoughts there. Thank you..

Yes. Sure. So look, the 19 times I would never do a standalone in 19 times. I can tell you that. But we comfortably have it down to 13.6 times with the synergies. We know we can get it, as I said a minute ago, hopefully, we can get some upside to that. So I feel very comfortable buying. This is a very high-quality Company.

And one of the things, Jon and I, and Lori, we love about it, is really it's high in technology expertise. They're scientists. The products they developed are on the cutting edge. It's exactly what DuPont does.

So the barriers around that we like and it's always -- it's to our existing end customers and it also expand some markets where we think we can leverage our products, as Jon said, into these other markets. So it's a very high-quality asset. Again, we've watched it for years and seriously for 3 years.

And the beauty about the 13.6 times, we feel like they -- with the funnel they have there on the cost of some real secular growth areas that we're getting in on a burly with them. By the way, we feel like we did that with Laird, and we're already seeing it in the performance of Laird there. 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 10 times. I think when we announced it, we said it was 11 times. and the performance we're going to end the year out on layered is already brought that down to 10 times. Again, on very high-quality asset, we got at a great price.

We think we're right at that point with Rogers, with the secular growth there. ADAS is growing 15%, EV's 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 Yefremov from KeyBanc. Your line is now open..

Thank you. Good morning, everyone. Ed and Lori, 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. So I'll go ahead and take that one. You got kind of -- the way to think about it is you got 2/3 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 1/3 that is in that power electronics space.

That is really just starting to scale up based on the EV s. it's 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, and a quick follow-up on supply constraints and the ability to supply for raw materials, if 100% that's completely normal supply and maybe 0% that's the worst point of the shortage, where do you think you would be in fourth quarter and first half of '22?.

The raw material constraints have really basically alleviated. So compared to where we were in the first half with a freeze in Texas we're light years beyond that. So everything is 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 in some time into mid next year, and you'll get back to 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 Sesan from Wells Fargo. Your line is now open..

Hey, good morning. Nice transaction -- a couple of transactions, I guess. It might be a little bit early, but when I think about 23 EBITDA, you take what you're going to do this year in 21 minus the billing 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 there's a possibility of '23 EBITDA could be higher than '21?.

Yeah, I don't want to answer something out of '23. But look, I think we've teed up a portfolio. As we said, it's going to be higher growth and then very little volatility in itself. [Indiscernible] dependent, if we do another acquisition or we do more share repurchase. It depends on that also because I think it's back to Q - Steve Tusa 's comments.

There are some billions of dollars sitting here at the end of 2022. So depends how we redeploy that to create shareholder value also. So there's still some big moving pieces, but again, we expect nice growth in '22 in the core new portfolio. And we expect nice growth in 2023.

As Lori has mentioned, 40% of the portfolio was clearly nicely growing way nicer than GDP because they are in the secular growth areas, take our water business, you take pretty much the whole E&I sector into account there.

Just the name [indiscernible] and with the Laird now in there and the Rogers in there you get a nice part of our portfolio growing at a nice clip..

And as a quick follow-up. I understand the potential to be compared to the multi-industrial folks Portfolio is going be a little more simplistic to major businesses. But DuPont tends to be put into chemical indexes for the major funds.

So with these transactions item 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 multi - industrials, the end markets we're in are all the key end markets, a lot of the other multi-industrial. And so we're not drifting off from something else here that's different.

In fact, I would say the one thing that was different actually from the compared group was more M&M. That was probably most people would lean more towards the chemical industry and not the multi-industrial. But the portfolio now lines up end market very, very well. Look, we'll work that issue on the multi-industrial over time.

We are putting an action plan together on it. We need our investors to focus on that. We need to talk to the right people at the right funds within the big companies that invest in us 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 Arun Viswanathan 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 expects? Are there any regulatory issues that you expect to this process and similarly, for October '22 for the divestiture, that also seems like a ways away.

Are you just building in some extra cushion there?.

No, the 2020 -- The closing the Rogers deal, I don't see any issues. We've obviously studied the antitrust extremely deeply. So I don't see any issues there. Could that close a little bit sooner? It could. But we're just targeting the second quarter to be safe; could be a little faster.

I don't think M&M will be faster than October 1, because the long pole in the tent is more the work we have to do internally at DuPont to separate it. So we'll announce a 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? Is there -- 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, we're down to the [indiscernible] five platforms that we mentioned. So if it could come really in any of those [indiscernible we would love to have [Indiscernible] in the water space. We love it. It's high [Indiscernible] growth rate. I think it's a sector [Indiscernible] go on for many, many years.

And it's a global issue, which we can help solve for people. So we do like that space. Look, let's see how this year goes, I'm highly confident people will recognize what's in this portfolio, I will also add, I think, which would be very helpful for everybody. We started doing the teachings. Jon did one on Semiconductor a month or so ago.

We have one coming up here shortly and we're going to walk you through every key piece of the portfolio and I think going really highlight the value of our -- internally, I'll use two companies we have, Vespel and Kalrez, and I don't think anyone has a clue what those businesses are like and how awesome they are, and how good in the growth trends in those businesses is.

So just the name too that we didn't talk about today. So I think the teach-ins will be very, very powerful and people will see what we have, and the value in the technology that we have in the Company. And I think that's going to be helpful also..

Thanks, Ed. Thanks everyone for joining our call. For your reference, the copy of our transcript will be posted on DuPont's website. This concludes our call..