Delaware
|
81-1224539
|
State or other jurisdiction of incorporation or organization
|
(I.R.S. Employer Identification No.)
|
974 Centre Road, Wilmington, DE 19805
|
(302) 774-1000
|
|
Large accelerated filer
|
|
þ
|
|
Accelerated filer
|
|
¨
|
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
DWDP
|
New York Stock Exchange
|
PAGE
|
||
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
|
||
|
||
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
DowDuPont Inc.
|
PART I - FINANCIAL INFORMATION
|
|
Three Months Ended
|
|||||
In millions, except per share amounts (Unaudited)
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
19,649
|
|
$
|
21,510
|
|
Cost of sales
|
14,726
|
|
16,315
|
|
||
Research and development expenses
|
717
|
|
768
|
|
||
Selling, general and administrative expenses
|
1,672
|
|
1,714
|
|
||
Amortization of intangibles
|
474
|
|
474
|
|
||
Restructuring and asset related charges - net
|
287
|
|
262
|
|
||
Integration and separation costs
|
813
|
|
457
|
|
||
Equity in earnings of nonconsolidated affiliates
|
26
|
|
257
|
|
||
Sundry income (expense) - net
|
248
|
|
115
|
|
||
Interest expense and amortization of debt discount
|
454
|
|
350
|
|
||
Income from continuing operations before income taxes
|
780
|
|
1,542
|
|
||
Provision for income taxes on continuing operations
|
209
|
|
389
|
|
||
Income from continuing operations, net of tax
|
571
|
|
1,153
|
|
||
Loss from discontinued operations, net of tax
|
—
|
|
(5
|
)
|
||
Net income
|
571
|
|
1,148
|
|
||
Net income attributable to noncontrolling interests
|
51
|
|
44
|
|
||
Net income available for DowDuPont Inc. common stockholders
|
$
|
520
|
|
$
|
1,104
|
|
|
|
|
||||
|
|
|
||||
Per common share data:
|
|
|
||||
Earnings per common share from continuing operations - basic
|
$
|
0.23
|
|
$
|
0.47
|
|
Loss per common share from discontinued operations - basic
|
—
|
|
—
|
|
||
Earnings per common share - basic
|
$
|
0.23
|
|
$
|
0.47
|
|
Earnings per common share from continuing operations - diluted
|
$
|
0.23
|
|
$
|
0.47
|
|
Loss per common share from discontinued operations - diluted
|
—
|
|
—
|
|
||
Earnings per common share - diluted
|
$
|
0.23
|
|
$
|
0.47
|
|
|
|
|
||||
Weighted-average common shares outstanding - basic
|
2,250.1
|
|
2,317.0
|
|
||
Weighted-average common shares outstanding - diluted
|
2,259.2
|
|
2,334.3
|
|
||
|
|
|
||||
Depreciation
|
$
|
957
|
|
$
|
953
|
|
Capital expenditures
|
$
|
1,139
|
|
$
|
776
|
|
|
Three Months Ended
|
|||||
In millions (Unaudited)
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net income
|
$
|
571
|
|
$
|
1,148
|
|
Other comprehensive income (loss), net of tax
|
|
|
||||
Unrealized gains (losses) on investments
|
67
|
|
(25
|
)
|
||
Cumulative translation adjustments
|
(97
|
)
|
1,333
|
|
||
Pension and other postretirement benefit plans
|
135
|
|
130
|
|
||
Derivative instruments
|
(75
|
)
|
17
|
|
||
Total other comprehensive income
|
30
|
|
1,455
|
|
||
Comprehensive income
|
601
|
|
2,603
|
|
||
Comprehensive income attributable to noncontrolling interests, net of tax
|
57
|
|
38
|
|
||
Comprehensive income attributable to DowDuPont Inc.
|
$
|
544
|
|
$
|
2,565
|
|
In millions, except share and per share amounts (Unaudited)
|
Mar 31, 2019
|
Dec 31, 2018
|
||||
Assets
|
|
|
||||
Current Assets
|
|
|
||||
Cash and cash equivalents (variable interest entities restricted - 2019: $109; 2018: $82)
|
$
|
11,543
|
|
$
|
13,482
|
|
Marketable securities
|
119
|
|
134
|
|
||
Accounts and notes receivable:
|
|
|
||||
Trade (net of allowance for doubtful receivables - 2019: $204; 2018: $191)
|
13,963
|
|
12,376
|
|
||
Other
|
4,783
|
|
4,963
|
|
||
Inventories
|
16,604
|
|
16,621
|
|
||
Other current assets
|
2,236
|
|
2,027
|
|
||
Total current assets
|
49,248
|
|
49,603
|
|
||
Investments
|
|
|
||||
Investment in nonconsolidated affiliates
|
4,687
|
|
5,204
|
|
||
Other investments (investments carried at fair value - 2019: $1,797; 2018: $1,699)
|
2,791
|
|
2,701
|
|
||
Noncurrent receivables
|
415
|
|
477
|
|
||
Total investments
|
7,893
|
|
8,382
|
|
||
Property
|
|
|
||||
Property
|
75,958
|
|
75,343
|
|
||
Less accumulated depreciation
|
40,383
|
|
39,495
|
|
||
Net property (variable interest entities restricted - 2019: $718; 2018: $734)
|
35,575
|
|
35,848
|
|
||
Other Assets
|
|
|
||||
Goodwill
|
58,948
|
|
59,032
|
|
||
Other intangible assets (net of accumulated amortization - 2019: $7,865; 2018: $7,414)
|
30,467
|
|
30,965
|
|
||
Deferred income tax assets
|
1,853
|
|
1,724
|
|
||
Deferred charges and other assets
|
5,801
|
|
2,476
|
|
||
Total other assets
|
97,069
|
|
94,197
|
|
||
Total Assets
|
$
|
189,785
|
|
$
|
188,030
|
|
Liabilities and Equity
|
|
|
||||
Current Liabilities
|
|
|
||||
Notes payable
|
$
|
2,995
|
|
$
|
2,165
|
|
Long-term debt due within one year
|
4,009
|
|
637
|
|
||
Accounts payable:
|
|
|
||||
Trade
|
8,333
|
|
9,457
|
|
||
Other
|
3,735
|
|
3,656
|
|
||
Income taxes payable
|
836
|
|
857
|
|
||
Accrued and other current liabilities
|
8,672
|
|
7,943
|
|
||
Total current liabilities
|
28,580
|
|
24,715
|
|
||
Long-Term Debt (variable interest entities nonrecourse - 2019: $43; 2018: $75)
|
34,966
|
|
37,662
|
|
||
Other Noncurrent Liabilities
|
|
|
||||
Deferred income tax liabilities
|
5,229
|
|
5,435
|
|
||
Pension and other postretirement benefits - noncurrent
|
15,626
|
|
15,909
|
|
||
Asbestos-related liabilities - noncurrent
|
1,133
|
|
1,142
|
|
||
Other noncurrent obligations
|
10,153
|
|
6,988
|
|
||
Total other noncurrent liabilities
|
32,141
|
|
29,474
|
|
||
Stockholders' Equity
|
|
|
||||
Common stock (authorized 5,000,000,000 shares of $0.01 par value each;
issued 2019: 2,358,630,709 shares; 2018: 2,352,430,301 shares)
|
24
|
|
24
|
|
||
Additional paid-in capital
|
82,125
|
|
81,960
|
|
||
Retained earnings
|
29,764
|
|
30,536
|
|
||
Accumulated other comprehensive loss
|
(12,364
|
)
|
(12,394
|
)
|
||
Unearned ESOP shares
|
(105
|
)
|
(134
|
)
|
||
Treasury stock at cost (2019: 112,316,990 shares; 2018: 83,452,554 shares)
|
(7,000
|
)
|
(5,421
|
)
|
||
DowDuPont's stockholders' equity
|
92,444
|
|
94,571
|
|
||
Noncontrolling interests
|
1,654
|
|
1,608
|
|
||
Total equity
|
94,098
|
|
96,179
|
|
||
Total Liabilities and Equity
|
$
|
189,785
|
|
$
|
188,030
|
|
|
Three Months Ended
|
|||||
In millions (Unaudited)
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Operating Activities
|
|
|
||||
Net income
|
$
|
571
|
|
$
|
1,148
|
|
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
|
|
|
||||
Depreciation and amortization
|
1,519
|
|
1,484
|
|
||
Credit for deferred income tax
|
(342
|
)
|
(33
|
)
|
||
Earnings of nonconsolidated affiliates less than dividends received
|
767
|
|
374
|
|
||
Net periodic pension benefit cost (credit)
|
(8
|
)
|
31
|
|
||
Pension contributions
|
(153
|
)
|
(378
|
)
|
||
Net gain on sales of assets, businesses and investments
|
(43
|
)
|
(35
|
)
|
||
Restructuring and asset related charges - net
|
287
|
|
262
|
|
||
Amortization of Merger-related inventory step-up
|
205
|
|
703
|
|
||
Other net loss
|
94
|
|
269
|
|
||
Changes in assets and liabilities, net of effects of acquired and divested companies:
|
|
|
||||
Accounts and notes receivable
|
(1,643
|
)
|
(3,143
|
)
|
||
Inventories
|
(194
|
)
|
(1,170
|
)
|
||
Accounts payable
|
(732
|
)
|
405
|
|
||
Other assets and liabilities, net
|
(302
|
)
|
(2,054
|
)
|
||
Cash provided by (used for) operating activities
|
26
|
|
(2,137
|
)
|
||
Investing Activities
|
|
|
||||
Capital expenditures
|
(1,139
|
)
|
(776
|
)
|
||
Investment in gas field developments
|
(25
|
)
|
(28
|
)
|
||
Proceeds from sales of property and businesses, net of cash divested
|
125
|
|
33
|
|
||
Proceeds from sale of ownership interests in nonconsolidated affiliates
|
21
|
|
—
|
|
||
Purchases of investments
|
(189
|
)
|
(758
|
)
|
||
Proceeds from sales and maturities of investments
|
212
|
|
1,376
|
|
||
Proceeds from interests in trade accounts receivable conduits
|
—
|
|
445
|
|
||
Other investing activities, net
|
(5
|
)
|
(2
|
)
|
||
Cash provided by (used for) investing activities
|
(1,000
|
)
|
290
|
|
||
Financing Activities
|
|
|
||||
Changes in short-term notes payable
|
798
|
|
196
|
|
||
Proceeds from issuance of long-term debt
|
1,000
|
|
253
|
|
||
Payments on long-term debt
|
(363
|
)
|
(85
|
)
|
||
Purchases of treasury stock
|
(1,579
|
)
|
(1,000
|
)
|
||
Proceeds from issuance of company stock
|
63
|
|
108
|
|
||
Transaction financing, debt issuance and other costs
|
(13
|
)
|
—
|
|
||
Employee taxes paid for share-based payment arrangements
|
(76
|
)
|
(103
|
)
|
||
Distributions to noncontrolling interests
|
(11
|
)
|
(27
|
)
|
||
Dividends paid to stockholders
|
(851
|
)
|
(880
|
)
|
||
Other financing activities, net
|
—
|
|
(5
|
)
|
||
Cash used for financing activities
|
(1,032
|
)
|
(1,543
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
50
|
|
208
|
|
||
Summary
|
|
|
||||
Decrease in cash, cash equivalents and restricted cash
|
(1,956
|
)
|
(3,182
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
14,022
|
|
14,015
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
12,066
|
|
$
|
10,833
|
|
Less: Restricted cash and cash equivalents, included in "Other current assets"
|
523
|
|
552
|
|
||
Cash and cash equivalents at end of period
|
$
|
11,543
|
|
$
|
10,281
|
|
In millions, except per share amounts (Unaudited)
|
Common Stock
|
Add'l Paid in Capital
|
Retained Earnings
|
Accum Other Comp Loss
|
Unearned ESOP
|
Treasury Stock
|
Non-controlling Interests
|
Total Equity
|
||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at Dec 31, 2017
|
$
|
23
|
|
$
|
81,257
|
|
$
|
29,211
|
|
$
|
(8,972
|
)
|
$
|
(189
|
)
|
$
|
(1,000
|
)
|
$
|
1,597
|
|
$
|
101,927
|
|
Adoption of accounting standards
|
—
|
|
—
|
|
(61
|
)
|
20
|
|
—
|
|
—
|
|
—
|
|
(41
|
)
|
||||||||
Net income available for DowDuPont Inc. common stockholders
|
—
|
|
—
|
|
1,104
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,104
|
|
||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
1,455
|
|
—
|
|
—
|
|
—
|
|
1,455
|
|
||||||||
Dividends ($0.38 per common share)
|
—
|
|
—
|
|
(880
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(880
|
)
|
||||||||
Common stock issued/sold
|
—
|
|
108
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
108
|
|
||||||||
Stock-based compensation and allocation of ESOP shares
|
—
|
|
153
|
|
—
|
|
—
|
|
39
|
|
—
|
|
—
|
|
192
|
|
||||||||
Impact of noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
67
|
|
67
|
|
||||||||
Treasury stock purchases
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,000
|
)
|
—
|
|
(1,000
|
)
|
||||||||
Other
|
—
|
|
—
|
|
(8
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(8
|
)
|
||||||||
Balance at Mar 31, 2018
|
$
|
23
|
|
$
|
81,518
|
|
$
|
29,366
|
|
$
|
(7,497
|
)
|
$
|
(150
|
)
|
$
|
(2,000
|
)
|
$
|
1,664
|
|
$
|
102,924
|
|
2019
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at Dec 31, 2018
|
$
|
24
|
|
$
|
81,960
|
|
$
|
30,536
|
|
$
|
(12,394
|
)
|
$
|
(134
|
)
|
$
|
(5,421
|
)
|
$
|
1,608
|
|
$
|
96,179
|
|
Adoption of accounting standards (Notes 2, 10 and 15)
|
—
|
|
—
|
|
(111
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(111
|
)
|
||||||||
Net income available for DowDuPont Inc. common stockholders
|
—
|
|
—
|
|
520
|
|
—
|
|
—
|
|
—
|
|
—
|
|
520
|
|
||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
30
|
|
—
|
|
—
|
|
—
|
|
30
|
|
||||||||
Dividends ($0.52 per common share)
|
—
|
|
—
|
|
(1,176
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,176
|
)
|
||||||||
Common stock issued/sold
|
—
|
|
63
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
63
|
|
||||||||
Stock-based compensation and allocation of ESOP shares
|
—
|
|
102
|
|
—
|
|
—
|
|
29
|
|
—
|
|
—
|
|
131
|
|
||||||||
Impact of noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
46
|
|
46
|
|
||||||||
Treasury stock purchases
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,579
|
)
|
—
|
|
(1,579
|
)
|
||||||||
Other
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
||||||||
Balance at Mar 31, 2019
|
$
|
24
|
|
$
|
82,125
|
|
$
|
29,764
|
|
$
|
(12,364
|
)
|
$
|
(105
|
)
|
$
|
(7,000
|
)
|
$
|
1,654
|
|
$
|
94,098
|
|
Note
|
|
Page
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
9
|
||
10
|
||
11
|
||
12
|
||
13
|
||
14
|
||
15
|
||
16
|
||
17
|
||
18
|
||
19
|
||
20
|
||
21
|
||
22
|
||
23
|
||
24
|
Summary of Changes to the Consolidated Balance Sheet
|
As Reported
Dec 31, 2018
|
Effect of Adoption of ASU 2016-02
|
Updated
Jan 1, 2019
|
||||||
In millions
|
|||||||||
Assets
|
|
|
|
||||||
Net property
|
$
|
35,848
|
|
$
|
9
|
|
$
|
35,857
|
|
Deferred income tax assets
|
$
|
1,724
|
|
$
|
(24
|
)
|
$
|
1,700
|
|
Deferred charges and other assets
|
$
|
2,476
|
|
$
|
3,386
|
|
$
|
5,862
|
|
Total other assets
|
$
|
94,197
|
|
$
|
3,362
|
|
$
|
97,559
|
|
Total Assets
|
$
|
188,030
|
|
$
|
3,371
|
|
$
|
191,401
|
|
Liabilities
|
|
|
|
|
|||||
Long-term debt due within one year
|
$
|
637
|
|
$
|
1
|
|
$
|
638
|
|
Accrued and other current liabilities
|
$
|
7,943
|
|
$
|
721
|
|
$
|
8,664
|
|
Total current liabilities
|
$
|
24,715
|
|
$
|
722
|
|
$
|
25,437
|
|
Long-Term Debt
|
$
|
37,662
|
|
$
|
8
|
|
$
|
37,670
|
|
Other noncurrent obligations
|
$
|
6,988
|
|
$
|
2,569
|
|
$
|
9,557
|
|
Total other noncurrent liabilities
|
$
|
29,474
|
|
$
|
2,569
|
|
$
|
32,043
|
|
Stockholders' Equity
|
|
|
|
|
|||||
Retained earnings
1
|
$
|
30,536
|
|
$
|
72
|
|
$
|
30,608
|
|
DowDuPont's stockholders' equity
|
$
|
94,571
|
|
$
|
72
|
|
$
|
94,643
|
|
Total equity
|
$
|
96,179
|
|
$
|
72
|
|
$
|
96,251
|
|
Total Liabilities and Equity
|
$
|
188,030
|
|
$
|
3,371
|
|
$
|
191,401
|
|
Net Trade Sales by Segment and Business or Major Product Line
1
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Crop Protection
|
$
|
1,425
|
|
$
|
1,495
|
|
Seed
|
1,972
|
|
2,313
|
|
||
Agriculture
|
$
|
3,397
|
|
$
|
3,808
|
|
Coatings & Performance Monomers
|
$
|
890
|
|
$
|
941
|
|
Consumer Solutions
|
1,365
|
|
1,363
|
|
||
Performance Materials & Coatings
|
$
|
2,255
|
|
$
|
2,304
|
|
Industrial Solutions
|
$
|
1,103
|
|
$
|
1,155
|
|
Polyurethanes & CAV
|
2,296
|
|
2,556
|
|
||
Other
|
3
|
|
4
|
|
||
Industrial Intermediates & Infrastructure
|
$
|
3,402
|
|
$
|
3,715
|
|
Hydrocarbons & Energy
|
$
|
1,380
|
|
$
|
1,800
|
|
Packaging and Specialty Plastics
|
3,730
|
|
4,210
|
|
||
Packaging & Specialty Plastics
|
$
|
5,110
|
|
$
|
6,010
|
|
Advanced Printing
|
$
|
119
|
|
$
|
122
|
|
Display Technologies
|
84
|
|
60
|
|
||
Interconnect Solutions
|
238
|
|
281
|
|
||
Photovoltaic & Advanced Materials
|
254
|
|
289
|
|
||
Semiconductor Technologies
|
383
|
|
401
|
|
||
Electronics & Imaging
|
$
|
1,078
|
|
$
|
1,153
|
|
Industrial Biosciences
|
$
|
494
|
|
$
|
541
|
|
Nutrition & Health
|
1,165
|
|
1,179
|
|
||
Nutrition & Biosciences
|
$
|
1,659
|
|
$
|
1,720
|
|
Engineering Polymers
|
$
|
663
|
|
$
|
668
|
|
Performance Resins
|
308
|
|
351
|
|
||
Performance Solutions
|
384
|
|
406
|
|
||
Transportation & Advanced Polymers
|
$
|
1,355
|
|
$
|
1,425
|
|
Aramids
|
$
|
424
|
|
$
|
393
|
|
Construction
|
327
|
|
385
|
|
||
TYVEK® Enterprise
|
310
|
|
292
|
|
||
Water Solutions
|
261
|
|
229
|
|
||
Safety & Construction
|
$
|
1,322
|
|
$
|
1,299
|
|
Corporate
|
$
|
71
|
|
$
|
76
|
|
Total
|
$
|
19,649
|
|
$
|
21,510
|
|
1.
|
Beginning in the third quarter of 2018, DowDuPont realigned certain global businesses and product lines in preparation for the Intended Business Separations. These changes have been retrospectively reflected in the results presented.
|
Net Trade Sales by Geographic Region
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
U.S. & Canada
|
$
|
7,014
|
|
$
|
7,909
|
|
EMEA
1
|
6,269
|
|
6,919
|
|
||
Asia Pacific
|
4,639
|
|
4,790
|
|
||
Latin America
|
1,727
|
|
1,892
|
|
||
Total
|
$
|
19,649
|
|
$
|
21,510
|
|
1.
|
Europe, Middle East and Africa.
|
Contract Balances
|
Mar 31, 2019
|
Dec 31, 2018
|
||||
In millions
|
||||||
Accounts and notes receivable - Trade
|
$
|
13,963
|
|
$
|
12,376
|
|
Contract assets - current
1
|
$
|
62
|
|
$
|
85
|
|
Contract assets - noncurrent
2
|
$
|
47
|
|
$
|
47
|
|
Contract liabilities - current
3
|
$
|
2,266
|
|
$
|
2,092
|
|
Contract liabilities - noncurrent
4
|
$
|
1,767
|
|
$
|
1,420
|
|
1.
|
Included in "Other current assets" in the consolidated balance sheets.
|
2.
|
Included in "Deferred charges and other assets" in the consolidated balance sheets.
|
3.
|
Included in "Accrued and other current liabilities" in the consolidated balance sheets.
|
4.
|
Included in "Other noncurrent obligations" in the consolidated balance sheets.
|
Synergy Program
|
Severance and Related Benefit Costs
|
Asset Write-downs and Write-offs
|
Costs Associated with Exit and Disposal Activities
|
Total
|
||||||||
In millions
|
||||||||||||
Reserve balance at Dec 31, 2018
|
$
|
491
|
|
$
|
—
|
|
$
|
83
|
|
$
|
574
|
|
2019 restructuring charges
|
112
|
|
116
|
|
52
|
|
280
|
|
||||
Charges against the reserve
|
—
|
|
(115
|
)
|
—
|
|
(115
|
)
|
||||
Cash payments
|
(140
|
)
|
—
|
|
(36
|
)
|
(176
|
)
|
||||
Reserve balance at Mar 31, 2019
|
$
|
463
|
|
$
|
1
|
|
$
|
99
|
|
$
|
563
|
|
Agriculture Division Program
|
Severance and Related Benefit Costs
|
Asset Write-downs and Write-offs
|
Total
|
||||||
(In millions)
|
|||||||||
Reserve balance at Dec 31, 2018
|
$
|
77
|
|
$
|
—
|
|
$
|
77
|
|
2019 restructuring charges and adjustments
1
|
(4
|
)
|
3
|
|
(1
|
)
|
|||
Charges against the reserve
|
—
|
|
(3
|
)
|
(3
|
)
|
|||
Cash payments
|
(15
|
)
|
—
|
|
(15
|
)
|
|||
Reserve balance at Mar 31, 2019
|
$
|
58
|
|
$
|
—
|
|
$
|
58
|
|
Sundry Income (Expense) - Net
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Non-operating pension and other postretirement benefit plan net credit
|
$
|
108
|
|
$
|
110
|
|
Interest income
|
$
|
75
|
|
$
|
55
|
|
Gains on sales of other assets and investments, net
1
|
$
|
50
|
|
$
|
34
|
|
Foreign exchange losses, net
2
|
$
|
(11
|
)
|
$
|
(148
|
)
|
1.
|
Includes a
$51 million
gain related to a sale of assets by Historical DuPont and
$24 million
loss related to Historical Dow's sale of a joint venture in the first quarter of 2019. Includes a
$20 million
gain in the first quarter of 2018 related to Historical Dow's sale of its equity interest in MEGlobal.
|
2.
|
Includes a
$50 million
foreign exchange loss in the first quarter of 2018 related to adjustments to Historical DuPont's foreign currency exchange contracts as a result of U.S. tax reform.
|
•
|
As a result of The Act, the Company remeasured its U.S. federal deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally
21 percent
. In the first quarter of 2018, the Company recorded a charge of
$17 million
to “Provision for income taxes on continuing operations" in the consolidated statements of income to adjust the provisional amount related to the remeasurement of the Company's deferred tax balance.
|
•
|
In the first quarter of 2018, the Company recorded an indirect impact of The Act related to prepaid tax on the intercompany sale of inventory. The amount recorded related to the inventory was a
$54 million
charge to "Provision for income taxes on continuing operations."
|
Net Income for Earnings Per Share Calculations - Basic
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Income from continuing operations, net of tax
|
$
|
571
|
|
$
|
1,153
|
|
Net income attributable to noncontrolling interests
|
(51
|
)
|
(44
|
)
|
||
Net income attributable to participating securities
1
|
(1
|
)
|
(6
|
)
|
||
Income from continuing operations attributable to common stockholders
|
$
|
519
|
|
$
|
1,103
|
|
Loss from discontinued operations, net of tax
|
—
|
|
(5
|
)
|
||
Net income attributable to common stockholders
|
$
|
519
|
|
$
|
1,098
|
|
Earnings Per Share Calculations - Basic
|
Three Months Ended
|
|||||
Mar 31, 2019
|
Mar 31, 2018
|
|||||
Dollars per share
|
||||||
Income from continuing operations attributable to common stockholders
|
$
|
0.23
|
|
$
|
0.47
|
|
Loss from discontinued operations, net of tax
|
—
|
|
—
|
|
||
Net income attributable to common stockholders
|
$
|
0.23
|
|
$
|
0.47
|
|
Net Income for Earnings Per Share Calculations - Diluted
|
Three Months Ended
|
|||||
Mar 31, 2019
|
Mar 31, 2018
|
|||||
In millions
|
||||||
Income from continuing operations, net of tax
|
$
|
571
|
|
$
|
1,153
|
|
Net income attributable to noncontrolling interests
|
(51
|
)
|
(44
|
)
|
||
Net income attributable to participating securities
1
|
(1
|
)
|
(6
|
)
|
||
Income from continuing operations attributable to common stockholders
|
$
|
519
|
|
$
|
1,103
|
|
Loss from discontinued operations, net of tax
|
—
|
|
(5
|
)
|
||
Net income attributable to common stockholders
|
$
|
519
|
|
$
|
1,098
|
|
Earnings Per Share Calculations - Diluted
|
Three Months Ended
|
|||||
Mar 31, 2019
|
Mar 31, 2018
|
|||||
Dollars per share
|
||||||
Income from continuing operations attributable to common stockholders
|
$
|
0.23
|
|
$
|
0.47
|
|
Loss from discontinued operations, net of tax
|
—
|
|
—
|
|
||
Net income attributable to common stockholders
|
$
|
0.23
|
|
$
|
0.47
|
|
Share Count Information
|
Three Months Ended
|
|||
Mar 31, 2019
|
Mar 31, 2018
|
|||
Shares in millions
|
||||
Weighted-average common shares - basic
|
2,250.1
|
|
2,317.0
|
|
Plus dilutive effect of equity compensation plans
|
9.1
|
|
17.3
|
|
Weighted-average common shares - diluted
|
2,259.2
|
|
2,334.3
|
|
Stock options and restricted stock units excluded from EPS calculations
2
|
19.2
|
|
5.3
|
|
1.
|
Historical Dow restricted stock units are considered participating securities due to Historical Dow's practice of paying dividend equivalents on unvested shares.
|
2.
|
These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
|
Inventories
|
Mar 31, 2019
|
Dec 31, 2018
|
||||
In millions
|
||||||
Finished goods
|
$
|
10,060
|
|
$
|
9,814
|
|
Work in process
|
3,561
|
|
3,969
|
|
||
Raw materials
|
1,461
|
|
1,419
|
|
||
Supplies
|
1,276
|
|
1,321
|
|
||
Total
|
$
|
16,358
|
|
$
|
16,523
|
|
Adjustment of inventories to a LIFO basis
|
246
|
|
98
|
|
||
Total inventories
|
$
|
16,604
|
|
$
|
16,621
|
|
Investments in Nonconsolidated Affiliates
|
Mar 31, 2019
|
Dec 31, 2018
|
||||
In millions
|
||||||
Investment in nonconsolidated affiliates
|
$
|
4,687
|
|
$
|
5,204
|
|
Accrued and other current liabilities
|
(81
|
)
|
(81
|
)
|
||
Other noncurrent obligations
|
(870
|
)
|
(495
|
)
|
||
Net investment in nonconsolidated affiliates
|
$
|
3,736
|
|
$
|
4,628
|
|
Investment in the HSC Group
|
|
Investment
|
|||||
In millions
|
Balance Sheet Classification
|
Mar 31, 2019
|
Dec 31, 2018
|
||||
Hemlock Semiconductor L.L.C.
|
Other noncurrent obligations
|
$
|
(658
|
)
|
$
|
(495
|
)
|
DC HSC Holdings LLC
|
Investment in nonconsolidated affiliates
|
$
|
485
|
|
$
|
535
|
|
Goodwill
|
Agri-culture
|
Perf. Materials & Coatings
|
Ind. Interm. & Infrast.
|
Pack. & Spec. Plastics
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Adv. Polymers
|
Safety & Const.
|
Total
|
||||||||||||||||||
In millions
|
|||||||||||||||||||||||||||
Net goodwill at Dec 31, 2018
|
$
|
14,689
|
|
$
|
3,650
|
|
$
|
1,096
|
|
$
|
5,101
|
|
$
|
8,188
|
|
$
|
12,643
|
|
$
|
6,967
|
|
$
|
6,698
|
|
$
|
59,032
|
|
Foreign currency impact
|
11
|
|
(20
|
)
|
(2
|
)
|
(7
|
)
|
(3
|
)
|
(29
|
)
|
(15
|
)
|
(19
|
)
|
(84
|
)
|
|||||||||
Net goodwill at Mar 31, 2019
|
$
|
14,700
|
|
$
|
3,630
|
|
$
|
1,094
|
|
$
|
5,094
|
|
$
|
8,185
|
|
$
|
12,614
|
|
$
|
6,952
|
|
$
|
6,679
|
|
$
|
58,948
|
|
Other Intangible Assets
|
Mar 31, 2019
|
Dec 31, 2018
|
||||||||||||||||
In millions
|
Gross
Carrying
Amount
|
Accum Amort
|
Net
|
Gross Carrying Amount
|
Accum Amort
|
Net
|
||||||||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
||||||||||||
Developed technology
1
|
$
|
8,179
|
|
$
|
(2,731
|
)
|
$
|
5,448
|
|
$
|
7,761
|
|
$
|
(2,562
|
)
|
$
|
5,199
|
|
Software
|
1,539
|
|
(900
|
)
|
639
|
|
1,529
|
|
(876
|
)
|
653
|
|
||||||
Trademarks/tradenames
|
1,763
|
|
(773
|
)
|
990
|
|
1,772
|
|
(745
|
)
|
1,027
|
|
||||||
Customer-related
|
14,208
|
|
(3,095
|
)
|
11,113
|
|
14,236
|
|
(2,895
|
)
|
11,341
|
|
||||||
Microbial cell factories
|
384
|
|
(26
|
)
|
358
|
|
386
|
|
(22
|
)
|
364
|
|
||||||
Favorable supply contracts
|
493
|
|
(136
|
)
|
357
|
|
475
|
|
(111
|
)
|
364
|
|
||||||
Other
2
|
612
|
|
(204
|
)
|
408
|
|
620
|
|
(203
|
)
|
417
|
|
||||||
Total other intangible assets with finite lives
|
$
|
27,178
|
|
$
|
(7,865
|
)
|
$
|
19,313
|
|
$
|
26,779
|
|
$
|
(7,414
|
)
|
$
|
19,365
|
|
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
||||||||||||
IPR&D
1
|
149
|
|
—
|
|
149
|
|
594
|
|
—
|
|
594
|
|
||||||
Germplasm
3
|
6,265
|
|
—
|
|
6,265
|
|
6,265
|
|
—
|
|
6,265
|
|
||||||
Trademarks/tradenames
|
4,740
|
|
—
|
|
4,740
|
|
4,741
|
|
—
|
|
4,741
|
|
||||||
Total other intangible assets
|
$
|
38,332
|
|
$
|
(7,865
|
)
|
$
|
30,467
|
|
$
|
38,379
|
|
$
|
(7,414
|
)
|
$
|
30,965
|
|
1.
|
During the first quarter of 2019, Historical DuPont announced an expanded launch of its Qrome® corn hybrids following the receipt of regulatory approval from China. As a result, Historical DuPont reclassified the amounts from indefinite-lived IPR&D to developed technology.
|
2.
|
Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements.
|
3.
|
Germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual or other factors which limit its useful life.
|
Amortization Expense
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Other intangible assets, excluding software
|
$
|
474
|
|
$
|
474
|
|
Software, included in "Cost of sales"
|
$
|
25
|
|
$
|
23
|
|
Cash Proceeds
|
Three Months Ended
|
||||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
|||||
Interests in conduits
1
|
$
|
—
|
|
$
|
445
|
|
1.
|
Presented in "Investing Activities" in the consolidated statements of cash flows.
|
Guarantees
|
Mar 31, 2019
|
Dec 31, 2018
|
|||||||||||||
In millions
|
Final Expiration
|
Maximum Future Payments
|
Recorded Liability
|
Final Expiration
|
Maximum Future Payments
|
Recorded Liability
|
|||||||||
Historical Dow guarantees
|
2023
|
$
|
4,514
|
|
$
|
15
|
|
2023
|
$
|
4,523
|
|
$
|
25
|
|
|
Historical DuPont guarantees
|
2022
|
239
|
|
—
|
|
2022
|
255
|
|
—
|
|
|||||
Total guarantees
|
|
$
|
4,753
|
|
$
|
15
|
|
|
$
|
4,778
|
|
$
|
25
|
|
Lease Cost
|
Three Months Ended Mar 31, 2019
|
||
(In millions)
|
|||
Operating lease cost
|
$
|
201
|
|
Finance lease cost
|
|
||
Amortization of right-of-use assets
|
$
|
41
|
|
Interest on lease liabilities
|
7
|
|
|
Total finance lease cost
|
$
|
48
|
|
Short-term lease cost
|
$
|
60
|
|
Variable lease cost
|
89
|
|
|
Sublease income
|
(9
|
)
|
|
Total lease cost
|
$
|
389
|
|
Other Lease Information
|
Three Months Ended Mar 31, 2019
|
||
(In millions)
|
|||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
210
|
|
Operating cash flows from finance leases
|
$
|
7
|
|
Financing cash flows from finance leases
|
$
|
23
|
|
Lease Position
|
Mar 31, 2019
|
||
(In millions)
|
|||
Operating Leases
|
|
|
|
Operating lease right-of-use assets
1
|
$
|
3,287
|
|
Current operating lease liabilities
2
|
$
|
690
|
|
Noncurrent operating lease liabilities
3
|
2,620
|
|
|
Total operating lease liabilities
|
$
|
3,310
|
|
|
|
||
Finance Leases
|
|
|
|
Property
|
$
|
589
|
|
Accumulated depreciation
|
(181
|
)
|
|
Net Property
|
$
|
408
|
|
Long-term debt due within one year
|
63
|
|
|
Long-Term Debt
|
432
|
|
|
Total finance lease liabilities
|
$
|
495
|
|
1.
|
Included in "Deferred charges and other assets" in the consolidated balance sheet.
|
2.
|
Included in "Accrued and other current liabilities" in the consolidated balance sheet.
|
3.
|
Included in "Other noncurrent obligations" in the consolidated balance sheet.
|
Lease Term and Discount Rate
|
Mar 31, 2019
|
|
Weighted-average remaining lease term (years)
|
|
|
Operating leases
|
7.98
|
|
Finance leases
|
15.54
|
|
Weighted-average discount rate
|
|
|
Operating leases
|
3.97
|
%
|
Finance leases
|
6.25
|
%
|
Minimum Lease Commitments at Dec 31, 2018
|
|||
(In millions)
|
|||
2019
|
$
|
654
|
|
2020
|
497
|
|
|
2021
|
418
|
|
|
2022
|
363
|
|
|
2023
|
297
|
|
|
2024 and thereafter
|
1,063
|
|
|
Total
|
$
|
3,292
|
|
Lease Guarantees
|
Mar 31, 2019
|
Dec 31, 2018
|
||||||||||||
(In millions)
|
Final Expiration
|
Maximum Future Payments
|
Recorded Liability
|
Final Expiration
|
Maximum Future Payments
|
Recorded Liability
|
||||||||
Residual value guarantees
|
2028
|
$
|
931
|
|
$
|
—
|
|
2028
|
$
|
889
|
|
$
|
130
|
|
Accumulated Other Comprehensive Loss
|
Unrealized Gains (Losses) on Investments
|
Cumulative Translation Adj
|
Pension and Other Postretire Benefits
|
Derivative Instruments
|
Total Accum Other Comp Loss
|
||||||||||
In millions
|
|||||||||||||||
Balance at Jan 1, 2018
|
$
|
17
|
|
$
|
(1,935
|
)
|
$
|
(6,923
|
)
|
$
|
(111
|
)
|
$
|
(8,952
|
)
|
Other comprehensive income (loss) before reclassifications
|
(26
|
)
|
1,333
|
|
4
|
|
(4
|
)
|
1,307
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
1
|
|
—
|
|
126
|
|
21
|
|
148
|
|
|||||
Net other comprehensive income (loss)
|
$
|
(25
|
)
|
$
|
1,333
|
|
$
|
130
|
|
$
|
17
|
|
$
|
1,455
|
|
Balance at Mar 31, 2018
|
$
|
(8
|
)
|
$
|
(602
|
)
|
$
|
(6,793
|
)
|
$
|
(94
|
)
|
$
|
(7,497
|
)
|
|
|
|
|
|
|
||||||||||
Balance at Jan 1, 2019
|
$
|
(51
|
)
|
$
|
(3,785
|
)
|
$
|
(8,476
|
)
|
$
|
(82
|
)
|
$
|
(12,394
|
)
|
Other comprehensive income (loss) before reclassifications
|
68
|
|
(79
|
)
|
(7
|
)
|
(65
|
)
|
(83
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1
|
)
|
(18
|
)
|
142
|
|
(10
|
)
|
113
|
|
|||||
Net other comprehensive income (loss)
|
$
|
67
|
|
$
|
(97
|
)
|
$
|
135
|
|
$
|
(75
|
)
|
$
|
30
|
|
Balance at Mar 31, 2019
|
$
|
16
|
|
$
|
(3,882
|
)
|
$
|
(8,341
|
)
|
$
|
(157
|
)
|
$
|
(12,364
|
)
|
Tax Benefit (Expense)
1
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Unrealized (losses) gains on investments
|
$
|
(18
|
)
|
$
|
6
|
|
Cumulative translation adjustments
|
(1
|
)
|
5
|
|
||
Pension and other postretirement benefit plans
|
(32
|
)
|
(30
|
)
|
||
Derivative instruments
|
24
|
|
(1
|
)
|
||
Tax expense from income taxes related to other comprehensive income items
|
$
|
(27
|
)
|
$
|
(20
|
)
|
1.
|
Prior period amounts were updated to conform with the current year presentation.
|
Reclassifications Out of Accumulated Other Comprehensive Loss
|
Three Months Ended
|
Consolidated Statements of Income Classification
|
|||||
Mar 31, 2019
|
Mar 31, 2018
|
||||||
In millions
|
|||||||
Unrealized (gains) losses on investments
|
$
|
(1
|
)
|
$
|
2
|
|
See (1) below
|
Tax benefit
|
—
|
|
(1
|
)
|
See (2) below
|
||
After tax
|
$
|
(1
|
)
|
$
|
1
|
|
|
Cumulative translation adjustments
|
$
|
(18
|
)
|
$
|
—
|
|
See (3) below
|
Pension and other postretirement benefit plans
|
$
|
167
|
|
$
|
154
|
|
See (4) below
|
Tax benefit
|
(25
|
)
|
(28
|
)
|
See (2) below
|
||
After tax
|
$
|
142
|
|
$
|
126
|
|
|
Derivative Instruments
|
$
|
(11
|
)
|
$
|
26
|
|
See (5) below
|
Tax expense (benefit)
|
1
|
|
(5
|
)
|
See (2) below
|
||
After tax
|
$
|
(10
|
)
|
$
|
21
|
|
|
Total reclassifications for the period, after tax
|
$
|
113
|
|
$
|
148
|
|
|
1.
|
"Net sales" and "Sundry income (expense) - net."
|
2.
|
"Provision for income taxes on continuing operations."
|
3.
|
"Sundry income (expense) - net."
|
4.
|
These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other postretirement benefit plans. See Note
18
for additional information.
|
5.
|
"Cost of sales," "Sundry income (expense) - net" and "Interest expense and amortization of debt discount."
|
Noncontrolling Interests
|
Three Months Ended
|
|||||
In millions
|
Mar 31,
2019 |
Mar 31,
2018 |
||||
Balance at beginning of period
|
$
|
1,608
|
|
$
|
1,597
|
|
Net income attributable to noncontrolling interests
|
51
|
|
44
|
|
||
Distributions to noncontrolling interests
|
(11
|
)
|
(27
|
)
|
||
Noncontrolling interests from Merger
1
|
—
|
|
56
|
|
||
Cumulative translation adjustments
|
7
|
|
(6
|
)
|
||
Other
|
(1
|
)
|
—
|
|
||
Balance at end of period
|
$
|
1,654
|
|
$
|
1,664
|
|
1.
|
Relates to Merger and subsequent measurement period adjustments.
|
Net Periodic Benefit Cost (Credit) for All Significant Plans
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Defined Benefit Pension Plans:
|
|
|
||||
Service cost
|
$
|
131
|
|
$
|
167
|
|
Interest cost
|
447
|
|
408
|
|
||
Expected return on plan assets
|
(713
|
)
|
(709
|
)
|
||
Amortization of prior service credit
|
(6
|
)
|
(6
|
)
|
||
Amortization of net loss
|
133
|
|
171
|
|
||
Net periodic benefit cost (credit)
|
$
|
(8
|
)
|
$
|
31
|
|
Other Postretirement Benefits:
|
|
|
||||
Service cost
|
$
|
4
|
|
$
|
5
|
|
Interest cost
|
37
|
|
32
|
|
||
Amortization of net gain
|
(6
|
)
|
(6
|
)
|
||
Net periodic benefit cost
|
$
|
35
|
|
$
|
31
|
|
Fair Value of Financial Instruments
|
Mar 31, 2019
|
Dec 31, 2018
|
||||||||||||||||||||||
In millions
|
Cost
|
Gain
|
Loss
|
Fair Value
|
Cost
|
Gain
|
Loss
|
Fair Value
|
||||||||||||||||
Cash equivalents
|
$
|
7,384
|
|
$
|
9
|
|
$
|
—
|
|
$
|
7,393
|
|
$
|
9,951
|
|
$
|
12
|
|
$
|
—
|
|
$
|
9,963
|
|
Restricted cash equivalents
1
|
$
|
480
|
|
$
|
—
|
|
$
|
—
|
|
$
|
480
|
|
$
|
500
|
|
$
|
—
|
|
$
|
—
|
|
$
|
500
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Available-for-sale
2
|
$
|
101
|
|
$
|
—
|
|
$
|
—
|
|
$
|
101
|
|
$
|
100
|
|
$
|
—
|
|
$
|
—
|
|
$
|
100
|
|
Held-to-maturity
3
|
18
|
|
—
|
|
—
|
|
18
|
|
34
|
|
—
|
|
—
|
|
34
|
|
||||||||
Total marketable securities
|
$
|
119
|
|
$
|
—
|
|
$
|
—
|
|
$
|
119
|
|
$
|
134
|
|
$
|
—
|
|
$
|
—
|
|
$
|
134
|
|
Other investments:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government debt
4
|
$
|
694
|
|
$
|
17
|
|
$
|
(9
|
)
|
$
|
702
|
|
$
|
714
|
|
$
|
9
|
|
$
|
(23
|
)
|
$
|
700
|
|
Corporate bonds
|
1,051
|
|
43
|
|
(21
|
)
|
1,073
|
|
1,026
|
|
20
|
|
(63
|
)
|
983
|
|
||||||||
Total debt securities
|
$
|
1,745
|
|
$
|
60
|
|
$
|
(30
|
)
|
$
|
1,775
|
|
$
|
1,740
|
|
$
|
29
|
|
$
|
(86
|
)
|
$
|
1,683
|
|
Equity securities
5
|
$
|
17
|
|
$
|
5
|
|
$
|
—
|
|
$
|
22
|
|
$
|
17
|
|
$
|
1
|
|
$
|
(2
|
)
|
$
|
16
|
|
Total other investments
|
$
|
1,762
|
|
$
|
65
|
|
$
|
(30
|
)
|
$
|
1,797
|
|
$
|
1,757
|
|
$
|
30
|
|
$
|
(88
|
)
|
$
|
1,699
|
|
Total cash and restricted cash equivalents, marketable securities and other investments
|
$
|
9,745
|
|
$
|
74
|
|
$
|
(30
|
)
|
$
|
9,789
|
|
$
|
12,342
|
|
$
|
42
|
|
$
|
(88
|
)
|
$
|
12,296
|
|
Long-term debt including debt due within one year
6
|
$
|
(38,975
|
)
|
$
|
102
|
|
$
|
(2,470
|
)
|
$
|
(41,343
|
)
|
$
|
(38,299
|
)
|
$
|
390
|
|
$
|
(1,457
|
)
|
$
|
(39,366
|
)
|
Derivatives relating to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rates
|
$
|
—
|
|
$
|
—
|
|
$
|
(181
|
)
|
$
|
(181
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(64
|
)
|
$
|
(64
|
)
|
Foreign currency
7
|
—
|
|
128
|
|
(17
|
)
|
111
|
|
—
|
|
157
|
|
(49
|
)
|
108
|
|
||||||||
Commodities
7
|
—
|
|
88
|
|
(147
|
)
|
(59
|
)
|
—
|
|
91
|
|
(178
|
)
|
(87
|
)
|
||||||||
Total derivatives
|
$
|
—
|
|
$
|
216
|
|
$
|
(345
|
)
|
$
|
(129
|
)
|
$
|
—
|
|
$
|
248
|
|
$
|
(291
|
)
|
$
|
(43
|
)
|
1.
|
Classified as "Other current assets" in the consolidated balance sheets.
|
2.
|
Available-for-sale securities with maturities of less than one year at the time of purchase.
|
3.
|
Held-to-maturity securities with maturities of more than three months to less than one year at the time of purchase.
|
4.
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations.
|
5.
|
Equity securities with a readily determinable fair value.
|
6.
|
Cost includes fair value adjustments of
$69 million
at
March 31, 2019
and
$78 million
at
December 31, 2018
, related to the accounting for the Merger. Cost also includes fair value hedge adjustments of
$17 million
at
March 31, 2019
and
$18 million
at
December 31, 2018
on
$2,290 million
of debt at
March 31, 2019
and
December 31, 2018
.
|
7.
|
Presented net of cash collateral where master netting arrangements allow.
|
Investing Results
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Proceeds from sales of available-for-sale securities
|
$
|
159
|
|
$
|
348
|
|
Gross realized gains
|
$
|
6
|
|
$
|
7
|
|
Gross realized losses
|
$
|
(5
|
)
|
$
|
(9
|
)
|
Fair Value of Derivative Instruments
|
Mar 31, 2019
|
|||||||||
In millions
|
Balance Sheet Classification
|
Gross
|
Counterparty and Cash Collateral Netting
1
|
Net Amounts Included in the Consolidated Balance Sheet
|
||||||
Asset derivatives:
|
|
|
|
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||||
Foreign currency contracts
|
Other current assets
|
$
|
161
|
|
$
|
(89
|
)
|
$
|
72
|
|
Commodity contracts
|
Other current assets
|
31
|
|
(5
|
)
|
26
|
|
|||
Commodity contracts
|
Deferred charges and other assets
|
57
|
|
(4
|
)
|
53
|
|
|||
Total
|
|
$
|
249
|
|
$
|
(98
|
)
|
$
|
151
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||
Foreign currency contracts
|
Other current assets
|
$
|
87
|
|
$
|
(31
|
)
|
$
|
56
|
|
Commodity contracts
|
Other current assets
|
8
|
|
(1
|
)
|
7
|
|
|||
Commodity contracts
|
Deferred charges and other assets
|
4
|
|
(2
|
)
|
2
|
|
|||
Total
|
|
$
|
99
|
|
$
|
(34
|
)
|
$
|
65
|
|
Total asset derivatives
|
|
$
|
348
|
|
$
|
(132
|
)
|
$
|
216
|
|
|
|
|
|
|
||||||
Liability derivatives:
|
|
|
|
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||||
Interest rate swaps
|
Other noncurrent obligations
|
$
|
181
|
|
$
|
—
|
|
$
|
181
|
|
Foreign currency contracts
|
Accrued and other current liabilities
|
98
|
|
(89
|
)
|
9
|
|
|||
Commodity contracts
|
Accrued and other current liabilities
|
93
|
|
(6
|
)
|
87
|
|
|||
Commodity contracts
|
Other noncurrent obligations
|
60
|
|
(8
|
)
|
52
|
|
|||
Total
|
|
$
|
432
|
|
$
|
(103
|
)
|
$
|
329
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||
Foreign currency contracts
|
Accrued and other current liabilities
|
$
|
37
|
|
$
|
(29
|
)
|
$
|
8
|
|
Commodity contracts
|
Accrued and other current liabilities
|
8
|
|
(4
|
)
|
4
|
|
|||
Commodity contracts
|
Other noncurrent obligations
|
7
|
|
(3
|
)
|
4
|
|
|||
Total
|
|
$
|
52
|
|
$
|
(36
|
)
|
$
|
16
|
|
Total liability derivatives
|
|
$
|
484
|
|
$
|
(139
|
)
|
$
|
345
|
|
1.
|
Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
|
Fair Value of Derivative Instruments
|
Dec 31, 2018
|
|||||||||
In millions
|
Balance Sheet Classification
|
Gross
|
Counterparty and Cash Collateral Netting
1
|
Net Amounts Included in the Consolidated Balance Sheet
|
||||||
Asset derivatives:
|
|
|
|
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||||
Foreign currency contracts
|
Other current assets
|
$
|
98
|
|
$
|
(42
|
)
|
$
|
56
|
|
Commodity contracts
|
Other current assets
|
47
|
|
(13
|
)
|
34
|
|
|||
Commodity contracts
|
Deferred charges and other assets
|
18
|
|
(3
|
)
|
15
|
|
|||
Total
|
|
$
|
163
|
|
$
|
(58
|
)
|
$
|
105
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||
Foreign currency contracts
|
Other current assets
|
$
|
200
|
|
$
|
(99
|
)
|
$
|
101
|
|
Commodity contracts
|
Other current assets
|
41
|
|
(1
|
)
|
40
|
|
|||
Commodity contracts
|
Deferred charges and other assets
|
4
|
|
(2
|
)
|
2
|
|
|||
Total
|
|
$
|
245
|
|
$
|
(102
|
)
|
$
|
143
|
|
Total asset derivatives
|
|
$
|
408
|
|
$
|
(160
|
)
|
$
|
248
|
|
|
|
|
|
|
||||||
Liability derivatives:
|
|
|
|
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||||
Interest rate swaps
|
Other noncurrent obligations
|
$
|
64
|
|
$
|
—
|
|
$
|
64
|
|
Foreign currency contracts
|
Accrued and other current liabilities
|
46
|
|
(42
|
)
|
4
|
|
|||
Commodity contracts
|
Accrued and other current liabilities
|
111
|
|
(18
|
)
|
93
|
|
|||
Commodity contracts
|
Other noncurrent obligations
|
86
|
|
(9
|
)
|
77
|
|
|||
Total
|
|
$
|
307
|
|
$
|
(69
|
)
|
$
|
238
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||
Foreign currency contracts
|
Accrued and other current liabilities
|
$
|
124
|
|
$
|
(79
|
)
|
$
|
45
|
|
Commodity contracts
|
Accrued and other current liabilities
|
7
|
|
(4
|
)
|
3
|
|
|||
Commodity contracts
|
Other noncurrent obligations
|
8
|
|
(3
|
)
|
5
|
|
|||
Total
|
|
$
|
139
|
|
$
|
(86
|
)
|
$
|
53
|
|
Total liability derivatives
|
|
$
|
446
|
|
$
|
(155
|
)
|
$
|
291
|
|
1.
|
Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
|
Basis of Fair Value Measurements on a Recurring Basis at Mar 31, 2019
|
Quoted Prices in Active Markets for Identical Items
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Total
|
||||||
In millions
|
|||||||||
Assets at fair value:
|
|
|
|
||||||
Cash equivalents
1
|
$
|
—
|
|
$
|
7,393
|
|
$
|
7,393
|
|
Restricted cash equivalents
1
|
—
|
|
480
|
|
480
|
|
|||
Marketable securities
2
|
—
|
|
119
|
|
119
|
|
|||
Equity securities
3
|
21
|
|
—
|
|
21
|
|
|||
Debt securities:
3
|
|
|
|
||||||
Government debt
4
|
—
|
|
702
|
|
702
|
|
|||
Corporate bonds
|
19
|
|
1,054
|
|
1,073
|
|
|||
Derivatives relating to:
5
|
|
|
|
||||||
Foreign currency
|
—
|
|
247
|
|
247
|
|
|||
Commodities
|
10
|
|
90
|
|
100
|
|
|||
Total assets at fair value
|
$
|
50
|
|
$
|
10,085
|
|
$
|
10,135
|
|
Liabilities at fair value:
|
|
|
|
||||||
Long-term debt including debt due within one year
6
|
$
|
—
|
|
$
|
41,343
|
|
$
|
41,343
|
|
Derivatives relating to:
5
|
|
|
|
||||||
Interest rates
|
—
|
|
181
|
|
181
|
|
|||
Foreign currency
|
—
|
|
134
|
|
134
|
|
|||
Commodities
|
13
|
|
155
|
|
168
|
|
|||
Total liabilities at fair value
|
$
|
13
|
|
$
|
41,813
|
|
$
|
41,826
|
|
1.
|
Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the consolidated balance sheets and held at amortized cost, which approximates fair value.
|
2.
|
Primarily time deposits with maturities of greater than three months at time of acquisition.
|
3.
|
The Company’s investments in debt securities, which are primarily available-for-sale, and equity securities are included in “Other investments” in the consolidated balance sheets.
|
4.
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations.
|
5.
|
See Note
20
for the classification of derivatives in the consolidated balance sheets.
|
6.
|
See Note
20
for information on fair value measurements of long-term debt.
|
Basis of Fair Value Measurements on a Recurring Basis at Dec 31, 2018
|
Quoted Prices in Active Markets for Identical Items
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Total
|
||||||
In millions
|
|||||||||
Assets at fair value:
|
|
|
|
||||||
Cash equivalents
1
|
$
|
—
|
|
$
|
9,963
|
|
$
|
9,963
|
|
Restricted cash equivalents
1
|
—
|
|
500
|
|
500
|
|
|||
Marketable securities
2
|
—
|
|
134
|
|
134
|
|
|||
Equity securities
3
|
16
|
|
—
|
|
16
|
|
|||
Debt securities:
3
|
|
|
|
||||||
Government debt
4
|
—
|
|
700
|
|
700
|
|
|||
Corporate bonds
|
—
|
|
983
|
|
983
|
|
|||
Derivatives relating to:
5
|
|
|
|
||||||
Foreign currency
|
—
|
|
298
|
|
298
|
|
|||
Commodities
|
17
|
|
93
|
|
110
|
|
|||
Total assets at fair value
|
$
|
33
|
|
$
|
12,671
|
|
$
|
12,704
|
|
Liabilities at fair value:
|
|
|
|
||||||
Long-term debt including debt due within one year
6
|
$
|
—
|
|
$
|
39,366
|
|
$
|
39,366
|
|
Derivatives relating to:
5
|
|
|
|
||||||
Interest rates
|
—
|
|
64
|
|
64
|
|
|||
Foreign currency
|
—
|
|
170
|
|
170
|
|
|||
Commodities
|
23
|
|
189
|
|
212
|
|
|||
Total liabilities at fair value
|
$
|
23
|
|
$
|
39,789
|
|
$
|
39,812
|
|
1.
|
Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the consolidated balance sheets and held at amortized cost, which approximates fair value.
|
2.
|
Primarily time deposits with maturities of greater than three months at time of acquisition.
|
3.
|
The Company’s investments in debt securities, which are primarily available-for-sale, and equity securities are included in “Other investments” in the consolidated balance sheets.
|
4.
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations.
|
5.
|
See Note
20
for the classification of derivatives in the consolidated balance sheets.
|
6.
|
See Note
20
for information on fair value measurements of long-term debt.
|
1.
|
All assets were restricted at
March 31, 2019
and
December 31, 2018
.
|
2.
|
All liabilities were nonrecourse at
March 31, 2019
and
December 31, 2018
.
|
Carrying Amounts of Assets and Liabilities Related to Nonconsolidated VIEs
|
|
Mar 31,
2019 |
Dec 31,
2018 |
||||
In millions
|
Description of asset or liability
|
||||||
Hemlock Semiconductor L.L.C.
|
Equity method investment
1
|
$
|
(658
|
)
|
$
|
(495
|
)
|
Silicon joint ventures
|
Equity method investments
2
|
$
|
96
|
|
$
|
100
|
|
AgroFresh Solutions, Inc.
|
Equity method investment
2
|
$
|
45
|
|
$
|
48
|
|
Other receivable
3
|
$
|
8
|
|
$
|
8
|
|
1.
|
Classified as "Other noncurrent obligations" in the consolidated balance sheets. The Company's maximum exposure to loss was
zero
at
March 31, 2019
(
zero
at
December 31, 2018
).
|
2.
|
Classified as "Investment in nonconsolidated affiliates" in the consolidated balance sheets.
|
3.
|
Classified as "Accounts and notes receivable - Other" in the consolidated balance sheets.
|
Segment Information
|
Agri-culture
|
Perf. Materials & Coatings
|
Ind. Interm. & Infrast.
|
Pack. & Spec. Plastics
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Adv. Polymers
|
Safety & Const.
|
Corp.
|
Total
|
||||||||||||||||||||
In millions
|
||||||||||||||||||||||||||||||
Three months ended Mar 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net sales
|
$
|
3,397
|
|
$
|
2,255
|
|
$
|
3,402
|
|
$
|
5,110
|
|
$
|
1,078
|
|
$
|
1,659
|
|
$
|
1,355
|
|
$
|
1,322
|
|
$
|
71
|
|
$
|
19,649
|
|
Operating EBITDA
1
|
$
|
667
|
|
$
|
481
|
|
$
|
448
|
|
$
|
993
|
|
$
|
385
|
|
$
|
390
|
|
$
|
414
|
|
$
|
411
|
|
$
|
(170
|
)
|
$
|
4,019
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
$
|
—
|
|
$
|
—
|
|
$
|
(48
|
)
|
$
|
38
|
|
$
|
29
|
|
$
|
4
|
|
$
|
2
|
|
$
|
7
|
|
$
|
(6
|
)
|
$
|
26
|
|
Three months ended Mar 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net sales
|
$
|
3,808
|
|
$
|
2,304
|
|
$
|
3,715
|
|
$
|
6,010
|
|
$
|
1,153
|
|
$
|
1,720
|
|
$
|
1,425
|
|
$
|
1,299
|
|
$
|
76
|
|
$
|
21,510
|
|
Operating EBITDA
1
|
$
|
891
|
|
$
|
586
|
|
$
|
654
|
|
$
|
1,301
|
|
$
|
398
|
|
$
|
418
|
|
$
|
437
|
|
$
|
354
|
|
$
|
(168
|
)
|
$
|
4,871
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
149
|
|
$
|
59
|
|
$
|
48
|
|
$
|
3
|
|
$
|
3
|
|
$
|
5
|
|
$
|
(9
|
)
|
$
|
257
|
|
1.
|
A reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA is provided below.
|
Reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Income from continuing operations, net of tax
|
$
|
571
|
|
$
|
1,153
|
|
+ Provision for income taxes on continuing operations
|
209
|
|
389
|
|
||
Income from continuing operations before income taxes
|
$
|
780
|
|
$
|
1,542
|
|
+ Depreciation and amortization
|
1,519
|
|
1,484
|
|
||
- Interest income
1
|
75
|
|
55
|
|
||
+ Interest expense and amortization of debt discount
|
454
|
|
350
|
|
||
- Foreign exchange gains (losses), net
1, 2
|
(11
|
)
|
(98
|
)
|
||
- Significant items
|
(1,330
|
)
|
(1,452
|
)
|
||
Operating EBITDA
|
$
|
4,019
|
|
$
|
4,871
|
|
1.
|
Included in "Sundry income (expense) - net."
|
2.
|
Excludes a
$50 million
pretax foreign exchange loss significant item related to adjustments to Historical DuPont's foreign currency exchange contracts as a result of U.S. tax reform during the three months ended March 31, 2018.
|
Significant Items by Segment for the Three Months Ended Mar 31, 2019
|
Agri-culture
|
Perf. Materials & Coatings
|
Ind. Interm. & Infrast.
|
Pack. & Spec. Plastics
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Adv. Polymers
|
Safety & Const.
|
Corp.
|
Total
|
||||||||||||||||||||
In millions
|
||||||||||||||||||||||||||||||
Loss on divestiture
1
|
$
|
(24
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(24
|
)
|
Integration and separation costs
2
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(813
|
)
|
(813
|
)
|
||||||||||
Inventory step-up amortization
3
|
(205
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(205
|
)
|
||||||||||
Restructuring and asset related charges - net
4, 5
|
(50
|
)
|
—
|
|
—
|
|
(13
|
)
|
—
|
|
(27
|
)
|
(1
|
)
|
(2
|
)
|
(195
|
)
|
(288
|
)
|
||||||||||
Total
|
$
|
(279
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(13
|
)
|
$
|
—
|
|
$
|
(27
|
)
|
$
|
(1
|
)
|
$
|
(2
|
)
|
$
|
(1,008
|
)
|
$
|
(1,330
|
)
|
1.
|
Reflects a loss related to Historical Dow's sale of a joint venture related to actions under the Synergy Program.
|
2.
|
Integration and separation costs related to the Merger, post-Merger integration and Intended Business Separation activities.
|
3.
|
Includes the amortization of the fair value step-up of Historical DuPont's inventories as a result of the Merger.
|
4.
|
Includes Board approved restructuring plans and asset related charges, which include other asset impairments. See Note
5
for additional information.
|
5.
|
Includes a
$1 million
restructuring charge related to an equity affiliate of Transportation & Advanced Polymers that is reflected in "Equity in earnings of nonconsolidated affiliates" in the consolidated statement of income.
|
Significant Items by Segment for the Three Months Ended Mar 31, 2018
|
Agri-culture
|
Perf. Materials & Coatings
|
Ind. Interm. & Infrast.
|
Pack. & Spec. Plastics
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Adv. Polymers
|
Safety & Const.
|
Corp.
|
Total
|
||||||||||||||||||||
In millions
|
||||||||||||||||||||||||||||||
Gain on sale of business/entity
1
|
$
|
—
|
|
$
|
—
|
|
$
|
20
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20
|
|
Integration and separation costs
2
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(457
|
)
|
(457
|
)
|
||||||||||
Inventory step-up amortization
3
|
(639
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(63
|
)
|
—
|
|
(1
|
)
|
—
|
|
(703
|
)
|
||||||||||
Restructuring and asset related charges (credits) - net
4
|
(58
|
)
|
1
|
|
(11
|
)
|
(6
|
)
|
(1
|
)
|
—
|
|
1
|
|
(7
|
)
|
(181
|
)
|
(262
|
)
|
||||||||||
Income tax related item
5
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(50
|
)
|
(50
|
)
|
||||||||||
Total
|
$
|
(697
|
)
|
$
|
1
|
|
$
|
9
|
|
$
|
(6
|
)
|
$
|
(1
|
)
|
$
|
(63
|
)
|
$
|
1
|
|
$
|
(8
|
)
|
$
|
(688
|
)
|
$
|
(1,452
|
)
|
1.
|
Includes a gain related to Historical Dow's sale of its equity interest in MEGlobal.
|
2.
|
Integration and separation costs related to the Merger, post-Merger integration and Intended Business Separation activities, and costs related to the ownership restructure of Dow Silicones.
|
3.
|
Includes the fair value step-up of Historical DuPont's inventories as a result of the Merger and the acquisition of the H&N Business.
|
4.
|
Includes Board approved restructuring plans and asset related charges, which includes other asset impairments. See Note
5
for additional information.
|
5.
|
Includes a foreign exchange loss related to adjustments to Historical DuPont's foreign currency exchange contracts as a result of the U.S. tax reform.
|
•
|
Separation and Distribution Agreement - The Parties entered into an agreement that sets forth, among other things, the agreements among the Parties regarding the principal transactions necessary to effect the Distributions. It also sets forth other agreements that govern certain aspects of the Parties’ ongoing relationships after the completion of the Distributions (the "Separation and Distribution Agreement").
|
•
|
Tax Matters Agreement - The Parties entered into an agreement that governs their respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
|
•
|
Employee Matters Agreement - The Parties entered into an agreement that identifies employees and employee-related liabilities (and attributable assets) to be allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments will occur.
|
•
|
Intellectual Property Cross-License Agreements - DowDuPont entered into an Intellectual Property Cross-License Agreement with Dow (the “DowDuPont-Dow IP Cross-License Agreement”). In addition, Dow and Corteva entered into an Intellectual Property Cross-License Agreement (the “Dow-Corteva IP Cross-License Agreement”). The Intellectual Property Cross-License Agreements set forth the terms and conditions under which the applicable Parties may use in their respective businesses, following each of the Distributions, certain know-how (including trade secrets), copyrights, and software, and certain patents and standards, allocated to another Party pursuant to the Separation and Distribution Agreement.
|
In millions
|
Amount
|
||
4.625% Notes due 2020
|
$
|
474
|
|
3.625% Notes due 2021
|
296
|
|
|
4.250% Notes due 2021
|
163
|
|
|
2.800% Notes due 2023
|
381
|
|
|
6.500% Debentures due 2028
|
57
|
|
|
5.600% Senior Notes due 2036
|
42
|
|
|
4.900% Notes due 2041
|
48
|
|
|
4.150% Notes due 2043
|
69
|
|
|
Total
|
$
|
1,530
|
|
•
|
The Company reported net sales in the first quarter of
2019
of
$19.6 billion
, down 9 percent from
$21.5 billion
in the first quarter of 2018, with net sales declines across all geographic regions and segments, except Safety & Construction. These declines were due to a decrease in local price of 4 percent, a 3 percent unfavorable currency impact and a volume decline of 2 percent.
|
•
|
Local price decreased 4 percent compared with the same period last year, with decreases in all geographic regions and two segments, Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure (both down 11 percent), which were partially offset by increases in Transportation & Advanced Polymers (up 7 percent), Safety & Construction (up 4 percent), Nutrition & Biosciences (up 2 percent) and Agriculture (up 1 percent). Performance Materials & Coatings and Electronics & Imaging were both flat.
|
•
|
Currency had an unfavorable impact of 3 percent on sales, driven primarily by Europe, Middle East and Africa ("EMEA").
|
•
|
Volume decreased 2 percent compared with the first quarter of 2018, with decreases in all operating segments, except Industrial Intermediates & Infrastructure (up 6 percent), Safety & Construction (up 4 percent) and Performance Materials & Coatings (up 1 percent). Volume decreased in U.S. & Canada (down 7 percent) and Latin America (down 1 percent), and increased in Asia Pacific (up 3 percent) and EMEA (up 1 percent).
|
•
|
Research and development ("R&D") expenses totaled
$717 million
in the first quarter of
2019
, down from
$768 million
in the first quarter of 2018. Selling, general and administrative ("SG&A") expenses were
$1,672 million
in the first quarter of
2019
, down from
$1,714 million
in the first quarter of 2018. R&D and SG&A expenses decreased primarily due to synergies.
|
•
|
Restructuring and asset related charges - net were $287 million in the first quarter of 2019, primarily reflecting post-merger restructuring actions under the DowDuPont Cost Synergy Program of $280 million.
|
•
|
Integration and separation costs were
$813 million
in the first quarter of
2019
, up from
$457 million
in the first quarter of 2018, reflecting post-Merger integration and Intended Business Separation activities.
|
•
|
Equity in earnings of nonconsolidated affiliates was
$26 million
in the first quarter of 2019, down from
$257 million
in the first quarter of 2018, primarily due to increased equity losses from Sadara and lower equity earnings from the Kuwait joint ventures (due to lower monoethylene glycol prices), the Thai joint ventures and the HSC Group.
|
•
|
Sundry income (expense) - net was income of
$248 million
in the first quarter of
2019
, up from income of
$115 million
in the first quarter of 2018, primarily due to a decrease in foreign exchange losses.
|
•
|
Net income available for common stockholders was
$520 million
(
$0.23
per share) in the first quarter of 2019, compared with
$1,104 million
(
$0.47
per share) in the first quarter of 2018.
|
•
|
On February 14, 2019, the Company announced that its Board declared a dividend of $0.38 per share, paid on March 15, 2019, to shareholders of record on February 28, 2019.
|
•
|
On March 8, 2019, the Company announced that its Board declared a dividend of $325 million ($0.14 per share), payable on May 28, 2019, to shareholders of record on April 26, 2019.
|
Selected Financial Data
|
Three Months Ended
|
|||||
In millions, except per share amounts
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
19,649
|
|
$
|
21,510
|
|
|
|
|
||||
Cost of sales ("COS")
|
$
|
14,726
|
|
$
|
16,315
|
|
Percent of net sales
|
74.9
|
%
|
75.8
|
%
|
||
|
|
|
||||
Research and development expenses
|
$
|
717
|
|
$
|
768
|
|
Percent of net sales
|
3.6
|
%
|
3.6
|
%
|
||
|
|
|
||||
Selling, general and administrative expenses
|
$
|
1,672
|
|
$
|
1,714
|
|
Percent of net sales
|
8.5
|
%
|
8.0
|
%
|
||
|
|
|
||||
Effective tax rate
|
26.8
|
%
|
25.2
|
%
|
||
|
|
|
||||
Net income available for common stockholders
|
$
|
520
|
|
$
|
1,104
|
|
|
|
|
||||
Earnings per common share – basic
|
$
|
0.23
|
|
$
|
0.47
|
|
Earnings per common share – diluted
|
$
|
0.23
|
|
$
|
0.47
|
|
•
|
On April 3, 2019, the Company's Board of Directors approved a reverse stock split of the Company’s common stock, subject to stockholder approval which will be determined during a special meeting of stockholders scheduled for May 23, 2019. If stockholders approve the reverse stock split, the Board of Directors will select a reverse stock split ratio of not less than 2-for-5 and not greater than 1-for-3, with an exact ratio as may be determined by the Board of Directors at a later date so that, depending on the ratio chosen, stockholders’ shares of issued and outstanding common stock will be converted at a ratio between (i) two shares of issued and outstanding common stock for every five shares of common stock owned and (ii) one share of issued and outstanding common stock for every three shares of common stock owned. The price of each common
|
•
|
On May 2, 2019, in anticipation of becoming an independent, specialty products company following the intended Corteva Distribution, DowDuPont announced changes to its management and reporting structure resulting in the creation of a new Non-Core segment ("Second Quarter Segment Realignments").
|
Summary of Sales Results
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
19,649
|
|
$
|
21,510
|
|
1.
|
Europe, Middle East and Africa.
|
Agriculture
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
3,397
|
|
$
|
3,808
|
|
Operating EBITDA
|
$
|
667
|
|
$
|
891
|
|
Equity losses
|
$
|
—
|
|
$
|
(1
|
)
|
Agriculture
|
Three Months Ended
|
|
Percentage change from prior year
|
Mar 31, 2019
|
|
Change in Net Sales from Prior Period due to:
|
|
|
Local price & product mix
|
1
|
%
|
Currency
|
(5
|
)
|
Volume
|
(7
|
)
|
Portfolio & other
|
—
|
|
Total
|
(11
|
)%
|
Performance Materials & Coatings
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
2,255
|
|
$
|
2,304
|
|
Operating EBITDA
|
$
|
481
|
|
$
|
586
|
|
Equity earnings
|
$
|
—
|
|
$
|
—
|
|
Performance Materials & Coatings
|
Three Months Ended
|
|
Percentage change from prior year
|
Mar 31, 2019
|
|
Change in Net Sales from Prior Period due to:
|
|
|
Local price & product mix
|
—
|
%
|
Currency
|
(3
|
)
|
Volume
|
1
|
|
Portfolio & other
|
—
|
|
Total
|
(2
|
)%
|
Industrial Intermediates & Infrastructure
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
3,402
|
|
$
|
3,715
|
|
Operating EBITDA
|
$
|
448
|
|
$
|
654
|
|
Equity earnings (losses)
|
$
|
(48
|
)
|
$
|
149
|
|
Industrial Intermediates & Infrastructure
|
Three Months Ended
|
|
Percentage change from prior year
|
Mar 31, 2019
|
|
Change in Net Sales from Prior Period due to:
|
|
|
Local price & product mix
|
(11
|
)%
|
Currency
|
(3
|
)
|
Volume
|
6
|
|
Portfolio & other
|
—
|
|
Total
|
(8
|
)%
|
Packaging & Specialty Plastics
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
5,110
|
|
$
|
6,010
|
|
Operating EBITDA
|
$
|
993
|
|
$
|
1,301
|
|
Equity earnings
|
$
|
38
|
|
$
|
59
|
|
Packaging & Specialty Plastics
|
Three Months Ended
|
|
Percentage change from prior year
|
Mar 31, 2019
|
|
Change in Net Sales from Prior Period due to:
|
|
|
Local price & product mix
|
(11
|
)%
|
Currency
|
(2
|
)
|
Volume
|
(2
|
)
|
Portfolio & other
|
—
|
|
Total
|
(15
|
)%
|
Electronics & Imaging
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
1,078
|
|
$
|
1,153
|
|
Operating EBITDA
|
$
|
385
|
|
$
|
398
|
|
Equity earnings
|
$
|
29
|
|
$
|
48
|
|
Electronics & Imaging
|
Three Months Ended
|
|
Percentage change from prior year
|
Mar 31, 2019
|
|
Change in Net Sales from Prior Period due to:
|
|
|
Local price & product mix
|
—
|
%
|
Currency
|
(1
|
)
|
Volume
|
(6
|
)
|
Portfolio & other
|
—
|
|
Total
|
(7
|
)%
|
Nutrition & Biosciences
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
1,659
|
|
$
|
1,720
|
|
Operating EBITDA
|
$
|
390
|
|
$
|
418
|
|
Equity earnings
|
$
|
4
|
|
$
|
3
|
|
Nutrition & Biosciences
|
Three Months Ended
|
|
Percentage change from prior year
|
Mar 31, 2019
|
|
Change in Net Sales from Prior Period due to:
|
|
|
Local price & product mix
|
2
|
%
|
Currency
|
(3
|
)
|
Volume
|
(2
|
)
|
Portfolio & other
|
(1
|
)
|
Total
|
(4
|
)%
|
Transportation & Advanced Polymers
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
1,355
|
|
$
|
1,425
|
|
Operating EBITDA
|
$
|
414
|
|
$
|
437
|
|
Equity earnings
|
$
|
2
|
|
$
|
3
|
|
Transportation & Advanced Polymers
|
Three Months Ended
|
|
Percentage change from prior year
|
Mar 31, 2019
|
|
Change in Net Sales from Prior Period due to:
|
|
|
Local price & product mix
|
7
|
%
|
Currency
|
(3
|
)
|
Volume
|
(9
|
)
|
Portfolio & other
|
—
|
|
Total
|
(5
|
)%
|
Safety & Construction
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
1,322
|
|
$
|
1,299
|
|
Operating EBITDA
|
$
|
411
|
|
$
|
354
|
|
Equity earnings
|
$
|
7
|
|
$
|
5
|
|
Safety & Construction
|
Three Months Ended
|
|
Percentage change from prior year
|
Mar 31, 2019
|
|
Change in Net Sales from Prior Period due to:
|
|
|
Local price & product mix
|
4
|
%
|
Currency
|
(2
|
)
|
Volume
|
4
|
|
Portfolio & other
|
(4
|
)
|
Total
|
2
|
%
|
Corporate
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Net sales
|
$
|
71
|
|
$
|
76
|
|
Operating EBITDA
|
$
|
(170
|
)
|
$
|
(168
|
)
|
Equity losses
|
$
|
(6
|
)
|
$
|
(9
|
)
|
Net Sales by Division
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Agriculture
|
$
|
3,397
|
|
$
|
3,808
|
|
Performance Materials & Coatings
|
2,255
|
|
2,304
|
|
||
Industrial Intermediates & Infrastructure
|
3,402
|
|
3,715
|
|
||
Packaging & Specialty Plastics
|
5,110
|
|
6,010
|
|
||
Materials Science
|
$
|
10,767
|
|
$
|
12,029
|
|
Electronics & Imaging
|
1,078
|
|
1,153
|
|
||
Nutrition & Biosciences
|
1,659
|
|
1,720
|
|
||
Transportation & Advanced Polymers
|
1,355
|
|
1,425
|
|
||
Safety & Construction
|
1,322
|
|
1,299
|
|
||
Specialty Products
|
$
|
5,414
|
|
$
|
5,597
|
|
Net Sales Variance by Division
|
Three Months Ended Mar 31, 2019
|
|||||||||
Local Price & Product Mix
|
Currency
|
Volume
|
Portfolio / Other
|
Total
|
||||||
Percent change from prior year
|
||||||||||
Agriculture
|
1
|
%
|
(5
|
)%
|
(7
|
)%
|
—
|
%
|
(11
|
)%
|
Materials Science
|
(9
|
)%
|
(2
|
)%
|
1
|
%
|
—
|
%
|
(10
|
)%
|
Specialty Products
|
3
|
%
|
(2
|
)%
|
(3
|
)%
|
(1
|
)%
|
(3
|
)%
|
Operating EBITDA by Division
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Agriculture
|
$
|
667
|
|
$
|
891
|
|
Performance Materials & Coatings
|
481
|
|
586
|
|
||
Industrial Intermediates & Infrastructure
|
448
|
|
654
|
|
||
Packaging & Specialty Plastics
|
993
|
|
1,301
|
|
||
Materials Science
|
$
|
1,922
|
|
$
|
2,541
|
|
Electronics & Imaging
|
385
|
|
398
|
|
||
Nutrition & Biosciences
|
390
|
|
418
|
|
||
Transportation & Advanced Polymers
|
414
|
|
437
|
|
||
Safety & Construction
|
411
|
|
354
|
|
||
Specialty Products
|
$
|
1,600
|
|
$
|
1,607
|
|
Cash Flow Summary
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Cash provided by (used for):
|
|
|
||||
Operating activities
|
$
|
26
|
|
$
|
(2,137
|
)
|
Investing activities
|
(1,000
|
)
|
290
|
|
||
Financing activities
|
(1,032
|
)
|
(1,543
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
50
|
|
208
|
|
||
Summary
|
|
|
||||
Decrease in cash, cash equivalents and restricted cash
|
$
|
(1,956
|
)
|
$
|
(3,182
|
)
|
Cash, cash equivalents and restricted cash at beginning of period
|
14,022
|
|
14,015
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
12,066
|
|
$
|
10,833
|
|
Less: Restricted cash and cash equivalents, included in "Other current assets"
|
523
|
|
552
|
|
||
Cash and cash equivalents at end of period
|
$
|
11,543
|
|
$
|
10,281
|
|
Net Working Capital
|
Mar 31, 2019
|
Dec 31, 2018
|
||||
In millions
|
||||||
Current assets
|
$
|
49,248
|
|
$
|
49,603
|
|
Current liabilities
|
28,580
|
|
24,715
|
|
||
Net working capital
|
$
|
20,668
|
|
$
|
24,888
|
|
Current ratio
|
1.72:1
|
|
2.01:1
|
|
Cash Flows from Operating Activities Excluding the Impact of ASU 2016-15 and Additional Interpretive Guidance (non-GAAP)
|
Three Months Ended Mar 31, 2018
|
|||
In millions
|
||||
Cash flows from operating activities - Updated for impact of ASU 2016-15 and additional interpretive guidance (GAAP)
|
$
|
(2,137
|
)
|
|
Less: Impact of ASU 2016-15 and additional interpretive guidance
|
445
|
|
||
Cash flows from operating activities - Excluding impact of ASU 2016-15 and additional interpretive guidance (non-GAAP)
|
$
|
(1,692
|
)
|
Reconciliation of "Cash From Operating Activities" to Free Cash Flow (non-GAAP)
|
Three Months Ended
|
|||||
In millions
|
Mar 31, 2019
|
Mar 31, 2018
|
||||
Cash from operating activities (GAAP)
|
$
|
26
|
|
$
|
(2,137
|
)
|
Capital expenditures
|
(1,139
|
)
|
(776
|
)
|
||
Free cash flow (non-GAAP)
|
$
|
(1,113
|
)
|
$
|
(2,913
|
)
|
Total Debt
|
Mar 31, 2019
|
Dec 31, 2018
|
||||||||||||||||||||||
In millions
|
DowDuPont
1
|
Historical Dow
|
Historical DuPont
|
Total
|
DowDuPont
1
|
Historical Dow
|
Historical DuPont
|
Total
|
||||||||||||||||
Notes payable
|
$
|
—
|
|
$
|
317
|
|
$
|
2,678
|
|
$
|
2,995
|
|
$
|
—
|
|
$
|
302
|
|
$
|
1,863
|
|
$
|
2,165
|
|
Long-term debt due within one year
|
—
|
|
2,369
|
|
1,640
|
|
4,009
|
|
—
|
|
340
|
|
297
|
|
637
|
|
||||||||
Long-term debt
|
12,599
|
|
17,160
|
|
5,207
|
|
34,966
|
|
12,596
|
|
19,254
|
|
5,812
|
|
37,662
|
|
||||||||
Total debt
|
$
|
12,599
|
|
$
|
19,846
|
|
$
|
9,525
|
|
$
|
41,970
|
|
$
|
12,596
|
|
$
|
19,896
|
|
$
|
7,972
|
|
$
|
40,464
|
|
1.
|
Represents the DowDuPont holding company.
|
(in millions)
|
Amount
|
||
4.625% Notes due 2020
|
$
|
474
|
|
3.625% Notes due 2021
|
296
|
|
|
4.250% Notes due 2021
|
163
|
|
|
2.800% Notes due 2023
|
381
|
|
|
6.500% Debentures due 2028
|
57
|
|
|
5.600% Senior Notes due 2036
|
42
|
|
|
4.900% Notes due 2041
|
48
|
|
|
4.150% Notes due 2043
|
69
|
|
|
Total
|
$
|
1,530
|
|
Issuer Purchases of Equity Securities
|
|
Total number of shares purchased as part of the Company's publicly announced share repurchase program
1
|
Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share
repurchase program
1
(In millions)
|
|||||||
Period
|
Total number of shares purchased
|
Average price paid per share
|
||||||||
January 2019
|
15,721,888
|
|
$
|
55.53
|
|
15,721,888
|
|
$
|
706
|
|
February 2019
|
13,142,548
|
|
$
|
53.70
|
|
13,142,548
|
|
$
|
—
|
|
March 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
First quarter 2019
|
28,864,436
|
|
$
|
54.70
|
|
28,864,436
|
|
$
|
—
|
|
1.
|
On November 1, 2018, the Company announced a new $3 billion share buyback program, which was completed in the first quarter of 2019.
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
|
Separation and Distribution Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 2.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019.
|
|
|
The Amended and Restated Bylaws of DowDuPont Inc., effective as of April 1, 2019, incorporated by reference to Exhibit 3.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019.
|
|
|
|
Tax Matters Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 10.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019.
|
|
|
|
|
Employee Matters Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 10.2 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019.
|
|
|
Intellectual Property Cross-License Agreement, effective as of April 1, 2019, by and among DowDuPont Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019.
|
|
|
|
|
Intellectual Property Cross-License Agreement, effective as of April 1, 2019, by and among Dow Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.4 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019.
|
|
|
Ankura Consulting Group, LLC's Consent.
|
|
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
DowDuPont Inc.
Trademark Listing
|
®™
|
DOW, KAPTON, Qrome, TYVEK AND KEVLAR are trademarks of The Dow Chemical Company ("Historical Dow") or E. I. du Pont de Nemours and Company ("Historical DuPont") or affiliated companies of Historical Dow or Historical DuPont.
|
By:
|
/s/ JEANMARIE F. DESMOND
|
Name:
|
Jeanmarie F. Desmond
|
Title:
|
Chief Financial Officer
|
City:
|
Wilmington
|
State:
|
Delaware
|
|
Ankura Consulting Group, LLC's Consent
|
EXHIBIT 23
|
|
|
|
Form S-3:
|
|
|
|
Nos.
|
333-227202
|
|
|
Form S-8:
|
|
|
|
Nos.
|
333-220330
|
|
333-220324
|
/s/ B. THOMAS FLORENCE
|
B. Thomas Florence
|
Senior Managing Director
|
Ankura Consulting Group, LLC
|
May 3, 2019
|
|
|
DowDuPont Inc.
|
|
EXHIBIT 31.1
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of DowDuPont Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ EDWARD D. BREEN
|
Edward D. Breen
|
Chief Executive Officer
|
|
|
DowDuPont Inc.
|
|
EXHIBIT 31.2
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of DowDuPont Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ JEANMARIE F. DESMOND
|
Jeanmarie F. Desmond
|
Chief Financial Officer
|
|
|
DowDuPont Inc.
|
|
EXHIBIT 32.1
|
|
|
|
|
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 2019
as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ EDWARD D. BREEN
|
Edward D. Breen
|
Chief Executive Officer
|
May 3, 2019
|
|
|
DowDuPont Inc.
|
|
EXHIBIT 32.2
|
|
|
|
|
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 2019
as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ JEANMARIE F. DESMOND
|
Jeanmarie F. Desmond
|
Chief Financial Officer
|
May 3, 2019
|