Exhibit 99.2

UNAUDITED COMBINED FINANCIAL STATEMENTS OF DUPONT’S MOBILITY AND MATERIALS BUSINESS

Mobility & Materials Businesses

Combined Statements of Operations (Unaudited)

 

		For the six months ended June 30,
(In millions)		2022				2021
Net sales		$	1,800			$	1,715
Cost of sales			1,378				1,182
Research and development expenses			35				36
Selling, general and administrative expenses			168				164
Amortization of intangibles			64				66
Restructuring and asset related charges, net			-				6
Integration and separation costs			216				2
Equity in (losses) earnings of nonconsolidated affiliates			(2	)			8
Sundry income, net			-				7
(Loss) income before income taxes			(63	)			274
(Benefit from) provision for income taxes			(8	)			23
Net (loss) income			(55	)			251
Net income attributable to noncontrolling interests			1				10
Net (loss) income attributable to Mobility & Materials Businesses		$	(56	)		$	241

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Combined Statements of Comprehensive Income (Loss) (Unaudited)

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Combined Balance Sheets (Unaudited)

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Interim Combined Statements of Cash Flows (Unaudited)

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Combined Statements of Changes in Net Parent Investment (Unaudited)

 

(In millions)		Parent Company Net Investment				Accumulated Other Comprehensive Income (Loss)				Total Mobility & Materials Businesses Equity				Non-controlling Interests				Total Equity
Balance at December 31, 2020		$	5,150			$	45			$	5,195			$	171			$	5,366
Net income			241				-				241				10				251
Other comprehensive loss			-				(54	)			(54	)			-				(54	)
Distributions to noncontrolling interests			-				-				-				(2	)			(2	)
Net transfers to Parent			(156	)			-				(156	)			-				(156	)
Balance at June 30, 2021		$	5,235			$	(9	)		$	5,226			$	179			$	5,405
Balance at December 31, 2021		$	5,182			$	(93	)		$	5,089			$	181			$	5,270
Net (loss) income			(56	)			-				(56	)			1				(55	)
Other comprehensive loss			-				(163	)			(163	)			-				(163	)
Distributions to noncontrolling interests			-				-				-				(4	)			(4	)
Net transfers from Parent			311				-				311				-				311
Balance at June 30, 2022		$	5,437			$	(256	)		$	5,181			$	178			$	5,359

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Notes To The Combined Financial Statements (Unaudited)

Table of Contents

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The accompanying unaudited interim Combined Financial Statements of a majority of DuPont de Nemours, Inc.’s (“DuPont” or “Parent”) historic Mobility & Materials segment, including the Engineering Polymers business and select product lines within the Performance Resins and Advanced Solutions businesses (collectively, the “Mobility & Materials Businesses” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). In the opinion of management, the interim Combined Financial Statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the full year. These interim Combined Financial Statements should be read in conjunction with the audited annual Combined Financial Statements and notes thereto for the year ended December 31, 2021, collectively referred to as the “2021 Annual Financial Statements.” The interim Combined Financial Statements include the accounts of the Company and subsidiaries in which a controlling interest is maintained.

Transaction Anticipated in the fourth quarter of 2022

On February 17, 2022, DuPont entered into a Transaction Agreement (the “Transaction Agreement”) with Celanese Corporation (“Celanese”) to divest the Company. The transaction is expected to close around the end of 2022, subject to customary closing conditions and regulatory approvals.

Basis of Presentation

Historically, the Company has been managed and operated in the normal course with other businesses of Parent through multiple legal entities that are not dedicated to the Mobility & Materials Businesses. For all periods presented, the Company consisted of several legal entities, previously acquired businesses, as well as businesses with no separate legal status. Separate financial statements of the Company have not historically been prepared for the Company. The interim Combined Financial Statements have been derived from DuPont’s accounting records as if the Company’s operations had been conducted independently from those of DuPont and were prepared on a stand-alone basis in accordance with U.S. generally accepted accounting principles (“GAAP”).

The historical results of operations, financial position and cash flows of the Company presented in these interim Combined Financial Statements may not be indicative of what they would have been had the Company actually been an independent stand-alone entity, nor are they necessarily indicative of the Company’s future results of operations, financial position and cash flows.

The Company’s interim Combined Statements of Operations and Comprehensive Income (Loss) reflect allocations of general corporate expenses from Parent including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services, and restructuring and integration and separation activities related to these functions in connection with the merger of the DOW Chemical Company (“Historical Dow”) and E. I. du Pont de Nemours and Company (“Historical EID”) effective August 31, 2017 (the “DWDP Merger”). These allocations were made on the basis of revenue, expenses, headcount or other relevant measures. Management of the Company and Parent consider these allocations to be an overall reasonable reflection of the utilization of services by, or the benefits provided to, the Company, in the aggregate. The allocations may not, however, reflect the expenses the Company would have incurred as a stand-alone company for the periods presented.

The Company’s interim Combined Balance Sheets include Parent assets and liabilities that are specifically identifiable or otherwise attributable to the Company, including subsidiaries and affiliates in which Parent has a controlling financial interest or is the primary beneficiary.

NOTE 2 — REVENUE

Revenue Recognition

Products

Substantially all of the Company’s revenue is derived from product sales. Product sales consist of sales of the Company’s products to supply manufacturers and distributors. The Company considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.

The Company records accounts receivable when the right to consideration becomes unconditional. Trade accounts receivable were $453 million at June 30, 2022 and $388 million at December 31, 2021. Trade accounts receivable are included in “Accounts and notes receivable, net” in the interim Combined Balance Sheets. There were no contract assets or contract liabilities at June 30, 2022 or December 31, 2021.

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by major product line, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.

Net Sales by Major Product Line 

NOTE 3 — RELATED PARTY TRANSACTIONS

Historically, the Company has been managed and operated in the normal course with other businesses of Parent. Accordingly, certain shared costs have been allocated to the Company and reflected as expenses in the stand-alone interim Combined Financial Statements. Management of Parent and the Company considers the allocation methodologies used to be reasonable and appropriate reflections of the historical expenses attributable to the Company for purposes of the stand-alone financial statements. The expenses reflected in the interim Combined Financial Statements may not be indicative of expenses that would be incurred by the Company in the future. All related party transactions approximate prices at cost.

Corporate Expense Allocations

The Company’s interim Combined Statements of Operations include general corporate expenses of Parent for services provided by Parent for certain support functions that are provided on a centralized basis. These costs were first attributed to the Company if specifically identifiable to its businesses. If not specifically identifiable to the Company’s businesses, these costs have been allocated by using relevant allocation methods, primarily based on sales metrics, consistently for all periods presented.

Corporate expense allocations were recorded in the interim Combined Statements of Operations within the following captions:

Parent Company Equity

Net transfers from (to) Parent are included within Parent company net investment on the interim Combined Statements of Changes in Net Parent Investment. The components of the net transfers from (to) Parent are as follows:

Sales to and Purchases from Equity Method Investments (“Nonconsolidated affiliates”)

Sales to nonconsolidated affiliates, (which included the entities Toray Co., Ltd, DuBay Polymer GmbH, DuP Teijin Films U.K., DuP Teijin Films S.A., Teijin DuPont Films, Inc. and Teijin-DuPont Films, L.P.) were $50 million and $36 million for the six months ended June 30, 2022 and 2021, respectively. Purchases from nonconsolidated affiliates were $27 million and $28 million for the six months ended June 30, 2022 and 2021, respectively. Related party receivables and payables were not material as of June 30, 2022 and December 31, 2021, respectively.

NOTE 4 — SUNDRY INCOME, NET

NOTE 5 — INCOME TAXES

The Company files tax returns in the various national, state, and local income taxing jurisdictions in which it operates either as a member of Parent’s consolidated income tax return, or in certain jurisdictions as a separate taxpayer. Benefit from income taxes and provision for income taxes included in these Combined Financial Statements have been calculated using the separate return basis, as if the Company filed separate returns in all jurisdictions. The Company’s benefit from and provision for income taxes as presented in the interim Combined Financial Statements may not be indicative of the income taxes that the Company will generate in the future.

The Company's effective tax rate fluctuates based on, among other factors, the geographic mix of earnings. The tax benefit for the second quarter of 2022 resulted in an effective tax rate on operations of 12.7 percent on a pre-tax loss of $63 million, whereas for the second quarter of 2021, the tax charge resulted in an effective tax rate of 8.4 percent, on pre-tax income of $274 million. The effective tax rate for the second quarter of 2022 was principally the result of the geographic mix of earnings and impact of integration and separation costs. The effective tax rate for the second quarter of 2021 was principally the result of a $30 million tax benefit related to the step-up in tax basis in the goodwill of the Company's European regional headquarters legal entity.

Each year Parent, inclusive of the Company, files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company’s results of operations.

NOTE 6 — INVENTORIES

NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes changes in the carrying amount of goodwill for the six months ended June 30, 2022:

Other Intangible Assets

The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:

The aggregate pre-tax amortization expense for definite-lived intangible assets was $64 million and $66 million, for the six months ended June 30, 2022, and 2021, respectively.

NOTE 8 — COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

The Company is involved in numerous claims and lawsuits, principally in the United States, including various product liability (involving the Company’s current or former products), intellectual property, employment related, and commercial matters. Certain of these matters may purport to be class actions and seek damages in very large amounts. Liabilities related to matters that are not directly attributable to the Company business and for which the Company is not the legal obligor are not recognized within the Company’s interim Combined Financial Statements for any of the periods presented.

As of June 30, 2022, the Company had recorded liabilities of approximately $3 million related to the foregoing. Because such matters are subject to inherent uncertainties, and unfavorable rulings or developments could occur, there can be no certainty that the Company will not ultimately incur charges in excess of presently recorded liabilities. Although considerable uncertainty exists, management does not believe it is reasonably possible that the ultimate disposition of these matters will have a material adverse effect on the Company’s results of operations, combined financial position or liquidity. However, the ultimate liabilities could be material to results of operations in the period recognized.

NOTE 9 — LEASES

Operating lease right of use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. New operating lease assets and liabilities entered into during the six months ended June 30, 2022 and 2021 were $3 million and $15 million, respectively. Supplemental balance sheet information related to leases was as follows:

 

In millions		June 30, 2022				December 31, 2021
Operating Leases
Operating lease right-of-use assets (1)		$	40			$	44
Current operating lease liabilities (2)			7				8
Noncurrent operating lease liabilities (3)			33				36
Total operating lease liabilities		$	40			$	44

NOTE 10 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the activity related to each component of accumulated other comprehensive income (loss) for the six months ended June 30, 2022 and 2021:

Accumulated Other Comprehensive Income (Loss) 

NOTE 11 — SUBSEQUENT EVENTS

No events have occurred after June 30, 2022, but before August 24, 2022, the date the financial statements were available to be issued, that require consideration as adjustments to, or disclosures in, the Combined Financial Statements.