Delaware
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81-1224539
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State or other jurisdiction of incorporation or organization
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(I.R.S. Employer Identification No.)
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974 Centre Road
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Building 730
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Wilmington
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Delaware
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19805
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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DD
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New York Stock Exchange
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Large Accelerated Filer
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☑
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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☐
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Emerging growth company
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☐
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DuPont de Nemours, Inc.
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•
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Photovoltaic and Advanced Materials business unit (including the HSC Group joint ventures: DC HSC Holdings LLC and Hemlock Semiconductor L.L.C) from the Electronics & Imaging segment;
|
•
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Biomaterials and Clean Technologies business units from the Nutrition & Biosciences segment;
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•
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DuPont Teijin Films joint venture from the Transportation & Industrial (formerly Transportation & Advanced Polymers) segment; and
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•
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Sustainable Solutions business unit from the Safety & Construction segment.
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•
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Consolidation of the Nutrition & Health business with the Industrial Biosciences business within the Nutrition & Biosciences reportable segment. Previously, Nutrition & Health and Industrial Biosciences were separate operating segments which did not meet the quantitative thresholds.
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•
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Pre-commercial activities related to the Biomaterials business unit was realigned from Corporate to Non-Core, with the remaining pre-commercial activities realigned to the Nutrition & Biosciences segment.
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Major Product Line
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Applications/Market Segments
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Technologies
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Image Solutions
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Flexographic printing and inkjet printing,
display materials for mobile devices
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Flexographic printing plates and materials, digital inks, OLED and other display process materials.
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Interconnect Solutions
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Printed circuit board, electronic and industrial finishing
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Circuit packaging film and laminate materials, interconnect metallization and imaging process chemistries, dry film laminates, polyimide films, and flexible circuit materials
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Semiconductor Technologies
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Integrated circuit fabrication for memory and logic semiconductors
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CMP consumables, photolithography materials, semiconductor fabrication materials, fabrication cleaners and removers, advanced chip packaging materials and thermal management materials and LED encapsuants
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Product Line
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Applications / Market Segments
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Major Products
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Food & Beverage
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Food and beverage, dietary supplements, infant nutrition, sports nutrition
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Major products include probiotics, soy protein, fibers, cultures, antioxidants, antimicrobials, emulsifiers, texturants, ingredient systems and sweeteners
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Health & Biosciences
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Animal nutrition, detergents, biofuels production, food and beverage, phosphate fertilizer and microbial control solutions for oil and gas production, home and personal care, and other industrial preservation markets
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Enzymes, yeast, betaine, direct-fed microbials, SILVADUR™ antimicrobial, glutaraldehyde, phenoxyethanol
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Pharma Solutions
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Oral dosage pharmaceuticals excipients
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Cellulosic and other technologies help bring new classes of medicines to market. Notable technologies include excipients and active pharmaceutical ingredients, solubility enhancers, reagents, granulation and binders, as well as coatings and controlled release
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Major Product Line
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Major Products
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Healthcare & Specialty
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KALREZ® perfluoroelastomer, VESPEL® parts and shapes, MOLYKOTE® lubricants, DOW CORNING® silicone solutions for healthcare, BETASEAL™, BETAMATE™ and BETAFORCE™ structural and elastic adhesives
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Industrial & Consumer
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HYTREL® polyester thermoplastic elastomer resins, DELRIN® acetal resins, VAMAC® ethylene acrylic elastomer, and MULTIBASE™ TPSiV™ silicones for thermoplastics
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Mobility Solutions
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DUPONT™ ZYTEL® nylon resins, CRASTIN® PBT thermoplastic polyester resin, RYNITE® PET polyester resin and TYNEX® filaments
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Major Product Line
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Applications / Market Segments
|
Major Products / Technologies
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Safety Solutions
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Industrial personnel protection, military and emergency response, medical devices and packaging, automotive, aerospace, oil and gas, weatherization, waterproofing and roof coatings
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KEVLAR® fiber; NOMEX® fiber and paper; TYVEK® protective materials; TYCHEM® protective suits
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Shelter Solutions
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Rigid and spray foam insulation, weatherization, waterproofing and air sealing, caulks and sealants and roof coatings
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STYROFOAM™ brand insulation products, THERMAX™ exterior insulation, WALOCEL™ cellulose ethers, XENERGY™ high performance insulation, LIQUIDARMOR™ flashing and sealant, GREAT STUFF™ insulating foam sealants and adhesives, CORIAN® design solid and quartz surfaces, TYVEK® weather resistant barriers
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Water Solutions
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Water filtration and purification technology for residential and industrial use. Key industries include municipal, power, electronics, pharmaceuticals, food and beverage, mining and oil and gas applications
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DOWEX™ and AMBERLITE™ ion exchange resins, FILMTEC™ reverse osmosis and nanofiltration elements, INTEGRAFLUX™ ultrafiltration modules and FORTILIFE™ challenging water reverse osmosis membranes
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Major Product Line
|
Applications / Market Segments
|
Major Products / Services / Technologies
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Biomaterials
|
Carpet, apparel
|
SORONA® polymer
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Clean Technologies
|
Sulfuric acid, fertilizer, chemicals, refining, scrubbing
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STRATCO® alkylation technology, MECS® sulfuric acid & environmental technologies, ISOTHERMING® hydroprocessing technology, BELCO® wet scrubbing technology
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DuPont Teijin Films
|
Healthcare, photovoltaics, electronics, packaging and labels, electrical insulation, dry film resists
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MYLAR®, MELINEX® polyester films
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Photovoltaic & Advanced Materials
|
Photovoltaics, aerospace/aircraft, automotive, military, consumer electronics
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Metallization pastes (including SOLAMET®), TEDLAR® polyvinyl fluoromaterials, FORTASUN® silicone encapsulants and adhesives, trichlorosilanes, polycrystalline silicon
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Sustainable Solutions
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Manufacturing, other
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Safety consulting services
|
•
|
difficulties and costs associated with complying with a wide variety of complex, and often conflicting, laws, treaties and regulations, including antitrust regulations;
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•
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restrictions on, as well as difficulties and costs associated with, the repatriation of cash from foreign countries to the United States and the allocation of revenues or distributions of cash between the Company’s foreign subsidiaries;
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•
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exchange control regulations;
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•
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fluctuations in foreign exchange rates;
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•
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labor compliance costs, including wage, salary and benefit controls and other costs associated with a global workforce, as will as difficulties in hiring and maintaining a qualified staff outside of the United States, especially in the Asia Pacific region;
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•
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government mandated price controls;
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•
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foreign investment laws;
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•
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potential for changes in global trade policies, including import, export and other trade restrictions (such as sanctions and embargoes) and tariffs;
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•
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trends such as populism, economic nationalism and negative sentiment toward multinational companies, as well as government takeover or nationalization of businesses; and
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•
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instability and uncertainty arising from the global geopolitical environment and the evolving international and domestic political, regulatory and economic landscape.
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•
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correctly identify customer needs and preferences and predict future needs and preferences;
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•
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allocate the Company’s research & development funding to products and services with higher growth prospects;
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•
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anticipate and respond to the Company’s competitors’ development of new products and services and technological innovations;
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•
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differentiate the Company’s offerings from the Company’s competitors’ offerings and avoid commoditization;
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•
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innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in the Company’s served markets;
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•
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obtain adequate intellectual property rights with respect to key technologies before the Company’s competitors do;
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•
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successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time;
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•
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obtain necessary regulatory approvals of appropriate scope; and
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•
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stimulate customer demand for, and convince customers, to adopt new technologies.
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Geographic Region
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Elect. & Imaging
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Nutrition & Biosciences
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Transp. & Industrial
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Safety & Const.
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Non-Core
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Total 2
|
||||||
Asia Pacific
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17
|
|
15
|
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15
|
|
11
|
|
3
|
|
61
|
|
EMEA 1
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4
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41
|
|
8
|
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6
|
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1
|
|
60
|
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Latin America
|
—
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13
|
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2
|
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—
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—
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15
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U.S. & Canada
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12
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21
|
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20
|
|
13
|
|
7
|
|
73
|
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Total
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33
|
|
90
|
|
45
|
|
30
|
|
11
|
|
209
|
|
2.
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Sites that are used by multiple segments are included more than once in the figures above.
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Issuer Purchases of Equity Securities
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Total number of shares purchased as part of the Company's publicly announced share repurchase program 1
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Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share
repurchase program 1
(In millions)
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|||||||
Period
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Total number of shares purchased
|
Average price paid per share
|
||||||||
October 2019
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2,061,379
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|
66.70
|
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2,061,379
|
|
1,402
|
|
||
November 2019
|
1,713,612
|
|
68.56
|
|
1,713,612
|
|
1,284
|
|
||
December 2019
|
526,772
|
|
64.12
|
|
526,772
|
|
1,250
|
|
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Fourth quarter 2019
|
4,301,763
|
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$
|
67.12
|
|
4,301,763
|
|
$
|
1,250
|
|
1.
|
On June 1, 2019, the Company announced a $2 billion share buyback program, which expires on June 1, 2021.
|
Cumulative Total Return
|
September 1, 2017
|
December 29, 2017
|
December 31, 2018
|
May 31, 2019 3
|
December 31, 2019
|
||||||||||
DuPont 1
|
$
|
100.00
|
|
$
|
106.60
|
|
$
|
81.92
|
|
$
|
70.30
|
|
$
|
70.48
|
|
S&P 500
|
$
|
100.00
|
|
$
|
108.84
|
|
$
|
104.07
|
|
$
|
115.24
|
|
$
|
136.84
|
|
S&P Industrial Conglomerates
|
$
|
100.00
|
|
$
|
94.76
|
|
$
|
69.29
|
|
$
|
77.63
|
|
$
|
86.70
|
|
S&P 500 Chemicals 2
|
$
|
100.00
|
|
$
|
111.76
|
|
$
|
98.10
|
|
$
|
101.29
|
|
$
|
118.67
|
|
Selected Financial Data
|
|
|
|
|
|
||||||||||
In millions, except as noted (Unaudited)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Summary of Operations 1
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
21,512
|
|
$
|
22,594
|
|
$
|
11,672
|
|
$
|
6,030
|
|
$
|
5,500
|
|
Income (loss) from continuing operations, net of tax 2
|
$
|
(614
|
)
|
$
|
405
|
|
$
|
233
|
|
$
|
880
|
|
$
|
(436
|
)
|
Income from discontinued operations, net of tax
|
$
|
1,214
|
|
$
|
3,595
|
|
$
|
1,058
|
|
$
|
3,524
|
|
$
|
8,219
|
|
Net income available for DuPont common stockholders
|
$
|
498
|
|
$
|
3,845
|
|
$
|
1,159
|
|
$
|
3,975
|
|
$
|
7,345
|
|
Earnings (loss) per common share - basic:
|
|
|
|
|
|
||||||||||
Continuing operations 2
|
$
|
(0.86
|
)
|
$
|
0.46
|
|
$
|
0.39
|
|
$
|
2.25
|
|
$
|
(1.30
|
)
|
Discontinued operations
|
$
|
1.53
|
|
$
|
4.54
|
|
$
|
1.79
|
|
$
|
8.46
|
|
$
|
20.66
|
|
Net income 3
|
$
|
0.67
|
|
$
|
4.99
|
|
$
|
2.18
|
|
$
|
10.71
|
|
$
|
19.36
|
|
Earnings (loss) per common share - assuming dilution:
|
|
|
|
|
|
||||||||||
Continuing operations 2
|
$
|
(0.86
|
)
|
$
|
0.45
|
|
$
|
0.38
|
|
$
|
2.22
|
|
$
|
(1.30
|
)
|
Discontinued operations
|
$
|
1.53
|
|
$
|
4.51
|
|
$
|
1.77
|
|
$
|
8.35
|
|
$
|
20.66
|
|
Net income 3
|
$
|
0.67
|
|
$
|
4.96
|
|
$
|
2.15
|
|
$
|
10.57
|
|
$
|
19.36
|
|
Cash dividends declared per share of common stock
|
$
|
2.16
|
|
$
|
4.56
|
|
$
|
5.28
|
|
$
|
5.52
|
|
$
|
5.16
|
|
Year-end Financial Position
|
|
|
|
|
|
||||||||||
Total assets 4
|
$
|
69,396
|
|
$
|
187,855
|
|
$
|
191,907
|
|
$
|
79,511
|
|
$
|
67,938
|
|
Long-Term Debt 5
|
$
|
13,617
|
|
$
|
12,624
|
|
$
|
18
|
|
$
|
—
|
|
$
|
—
|
|
1.
|
The year ended December 31, 2017 reflects results related to Historical Dow businesses for the entire year and includes the results of the Historical EID businesses for the period beginning on and after September 1, 2017, segregated accordingly between continuing and discontinued operations. The years ended December 31, 2016 and 2015 solely reflect the results of the Historical Dow businesses, segregated accordingly between continuing and discontinued operations.
|
2.
|
See Notes 4, 6, 8, and 14 to the Consolidated Financial Statements for information on items materially impacting the results for the years ended December 31, 2019, 2018 and 2017, including the effects of the goodwill impairments; gains on divestitures; integration and separation costs; charges related to restructuring programs; and the effects of the U.S. Tax Cuts and Jobs Act, enacted on December 22, 2017;.
|
4.
|
Total assets as of December 31, 2016 and 2015 solely reflect Historical Dow. Total assets as of December 31, 2018 and 2017 reflect the combination of Historical Dow and Historical EID. Total assets as of December 31, 2019 reflect assets of the Company subsequent to the Dow and Corteva Distributions.
|
•
|
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 Agreement - DuPont entered into an Intellectual Property Cross-License Agreement with Dow (the “DowDuPont-Dow IP Cross-License Agreement”). The DowDuPont-Dow IP Cross-License Agreement sets 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, software, and certain patents and standards, allocated to another Party pursuant to the Separation and Distribution Agreement.
|
•
|
Intellectual Property Cross-License Agreement - DuPont and Corteva entered into an Intellectual Property Cross-License Agreement (the “DuPont-Corteva IP Cross-License Agreement”). The DuPont-Corteva IP Cross-License Agreement sets forth the terms and conditions under which the applicable parties may use in their respective businesses, following the Corteva Distribution, certain know-how (including trade secrets), copyrights, software, and certain patents and standards, allocated to another Party pursuant to the Separation and Distribution Agreement.
|
•
|
Letter Agreement - The Company entered into a letter agreement (the "Letter Agreement") with Corteva that sets forth certain additional terms and conditions related to the Corteva Distribution, including certain limitations on DuPont’s and Corteva's ability to transfer certain businesses and assets to third parties without assigning certain of such Party’s indemnification obligations under the Separation and Distribution Agreement to the other Party to the transferee of such businesses and assets or meeting certain other alternative conditions. The Letter Agreement further outlines the allocation between DuPont and Corteva of liabilities associated with certain legal and environmental matters, including liabilities associated with discontinued and/or divested operations and businesses of Historical EID. See Note 16 to the Consolidated Financial Statements for more information regarding the allocation.
|
•
|
Amended and Restated Tax Matters Agreement - The Parties entered into an amendment and restatement of the Tax Matters Agreement, between DuPont, Corteva and Dow, effective as of April 1, 2019 (as so amended and restated, the “Amended and Restated Tax Matters Agreement”). The Amended and Restated Tax Matters Agreement governs the Parties’ 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. The Parties amended and restated the Tax Matters Agreement in connection with the Corteva Distribution in order to allocate between the DuPont and Corteva certain rights and obligations of the Company provided in the original form of the Tax Matters Agreement.
|
•
|
inge GmbH, an ultrafiltration membrane business from BASF,
|
•
|
Memcor, the ultrafiltration and membrane bioreactor technologies division from Evoqua Water Technologies Corp.,
|
•
|
OxyMem Limited, a company that develops and produces Membrane Aerated Biofilm Reactor technology.
|
•
|
Photovoltaic and Advanced Materials business unit (including the HSC Group joint ventures: DC HSC Holdings LLC and Hemlock Semiconductor L.L.C) from the Electronics & Imaging segment;
|
•
|
Biomaterials and Clean Technologies business units from the Nutrition & Biosciences segment;
|
•
|
DuPont Teijin Films joint venture from the Transportation & Industrial (formerly Transportation & Advanced Polymers) segment; and
|
•
|
Sustainable Solutions business unit from the Safety & Construction segment.
|
•
|
Consolidation of the Nutrition & Health business with the Industrial Biosciences business within the Nutrition & Biosciences reportable segment. Previously, Nutrition & Health and Industrial Biosciences were separate operating segments which did not meet the quantitative thresholds.
|
•
|
Pre-commercial activities related to the Biomaterials business unit was realigned from Corporate to Non-Core, with the remaining pre-commercial activities realigned to the Nutrition & Biosciences segment.
|
Summary of Sales Results
|
For the Years Ended December 31,
|
||||||||
In millions
|
2019
|
2018
|
2017
|
||||||
Net sales
|
$
|
21,512
|
|
$
|
22,594
|
|
$
|
11,672
|
|
Pro forma net sales
|
|
|
$
|
21,000
|
|
Sales Variances by Segment and Geographic Region - As Reported
|
||||||||||||||||||||
|
For the Year Ended December 31, 2019
|
For the Year Ended December 31, 2018
|
||||||||||||||||||
Percentage change from prior year
|
Local Price & Product Mix
|
Currency
|
Volume
|
Portfolio & Other
|
Total
|
Local Price & Product Mix
|
Currency
|
Volume
|
Portfolio & Other
|
Total
|
||||||||||
Electronics & Imaging
|
—
|
%
|
(1
|
)%
|
(1
|
)%
|
—
|
%
|
(2
|
)%
|
(1
|
)%
|
—
|
%
|
4
|
%
|
31
|
%
|
34
|
%
|
Nutrition & Biosciences
|
1
|
|
(2
|
)
|
—
|
|
(1
|
)
|
(2
|
)
|
2
|
|
(1
|
)
|
1
|
|
139
|
|
141
|
|
Transportation & Industrial
|
3
|
|
(2
|
)
|
(10
|
)
|
—
|
|
(9
|
)
|
6
|
|
(1
|
)
|
(2
|
)
|
117
|
|
120
|
|
Safety & Construction
|
3
|
|
(1
|
)
|
—
|
|
(4
|
)
|
(2
|
)
|
2
|
|
1
|
|
2
|
|
74
|
|
79
|
|
Non-Core
|
1
|
|
(2
|
)
|
(11
|
)
|
(3
|
)
|
(15
|
)
|
—
|
|
—
|
|
(4
|
)
|
116
|
|
112
|
|
Total
|
2
|
%
|
(2
|
)%
|
(4
|
)%
|
(1
|
)%
|
(5
|
)%
|
2
|
%
|
—
|
%
|
1
|
%
|
91
|
%
|
94
|
%
|
U.S. & Canada
|
2
|
%
|
—
|
%
|
(3
|
)%
|
—
|
%
|
(1
|
)%
|
2
|
%
|
—
|
%
|
1
|
%
|
91
|
%
|
94
|
%
|
EMEA 1
|
3
|
|
(5
|
)
|
(4
|
)
|
(4
|
)
|
(10
|
)
|
4
|
|
—
|
|
(3
|
)
|
109
|
|
110
|
|
Asia Pacific
|
1
|
|
(1
|
)
|
(4
|
)
|
—
|
|
(4
|
)
|
1
|
|
—
|
|
3
|
|
75
|
|
79
|
|
Latin America
|
3
|
|
(3
|
)
|
(3
|
)
|
(1
|
)
|
(4
|
)
|
2
|
|
(4
|
)
|
1
|
|
134
|
|
133
|
|
Total
|
2
|
%
|
(2
|
)%
|
(4
|
)%
|
(1
|
)%
|
(5
|
)%
|
2
|
%
|
—
|
%
|
1
|
%
|
91
|
%
|
94
|
%
|
Unaudited Pro Forma Combined
Statement of Operations
|
2019
|
2018
|
|||||||||||||||||
In millions, except per share amounts
|
DuPont 1
|
Pro Forma Adjustments2
|
Pro Forma
|
DuPont 1
|
Pro Forma Adjustments2
|
Pro Forma
|
|||||||||||||
Net sales
|
$
|
21,512
|
|
$
|
—
|
|
$
|
21,512
|
|
$
|
22,594
|
|
$
|
—
|
|
$
|
22,594
|
|
|
Cost of sales
|
14,056
|
|
22
|
|
14,078
|
|
15,302
|
|
74
|
|
15,376
|
|
|||||||
Research and development expenses
|
955
|
|
—
|
|
955
|
|
1,070
|
|
—
|
|
1,070
|
|
|||||||
Selling, general and administrative expenses
|
2,663
|
|
—
|
|
2,663
|
|
3,028
|
|
—
|
|
3,028
|
|
|||||||
Amortization of intangibles
|
1,050
|
|
—
|
|
1,050
|
|
1,044
|
|
—
|
|
1,044
|
|
|||||||
Restructuring and asset related charges - net
|
314
|
|
—
|
|
314
|
|
147
|
|
—
|
|
147
|
|
|||||||
Goodwill impairment charges
|
1,175
|
|
—
|
|
1,175
|
|
—
|
|
—
|
|
—
|
|
|||||||
Integration and separation costs
|
1,342
|
|
(173
|
)
|
1,169
|
|
1,887
|
|
(493
|
)
|
1,394
|
|
|||||||
Equity in earnings of nonconsolidated affiliates
|
84
|
|
—
|
|
84
|
|
447
|
|
—
|
|
447
|
|
|||||||
Sundry income (expense) - net
|
153
|
|
—
|
|
153
|
|
92
|
|
—
|
|
92
|
|
|||||||
Interest expense
|
668
|
|
29
|
|
697
|
|
55
|
|
629
|
|
684
|
|
|||||||
(Loss) Income from continuing operations before income taxes
|
(474
|
)
|
122
|
|
(352
|
)
|
600
|
|
(210
|
)
|
390
|
|
|||||||
Provision for income taxes on continuing operations
|
140
|
|
30
|
|
170
|
|
195
|
|
(42
|
)
|
153
|
|
|||||||
(Loss) Income from continuing operations, net of tax
|
(614
|
)
|
92
|
|
(522
|
)
|
405
|
|
(168
|
)
|
237
|
|
|||||||
Net income attributable to noncontrolling interests of continuing operations
|
30
|
|
—
|
|
30
|
|
39
|
|
—
|
|
39
|
|
|||||||
Net (loss) income from continuing operations attributable to DuPont
|
$
|
(644
|
)
|
$
|
92
|
|
$
|
(552
|
)
|
$
|
366
|
|
$
|
(168
|
)
|
$
|
198
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Per common share data:
|
|
|
|
|
|
|
|||||||||||||
(Loss) Income per common share from continuing operations - basic
|
$
|
(0.86
|
)
|
|
$
|
(0.74
|
)
|
$
|
0.46
|
|
|
$
|
0.24
|
|
|||||
(Loss) Income per common share from continuing operations - diluted
|
$
|
(0.86
|
)
|
|
$
|
(0.74
|
)
|
$
|
0.45
|
|
|
$
|
0.23
|
|
|||||
|
|
|
|
|
|
|
|||||||||||||
Weighted-average common shares outstanding - basic
|
746.3
|
|
|
746.3
|
|
767.0
|
|
|
767.0
|
|
|||||||||
Weighted-average common shares outstanding - diluted
|
746.3
|
|
|
746.3
|
|
771.8
|
|
|
771.8
|
|
2.
|
Certain pro forma adjustments were made to illustrate the estimated effects of the Transactions, assuming that the Transactions had occurred on January 1, 2017. The adjustments include the impact to "Cost of sales" of different pricing than historical intercompany and intracompany practices related to various supply agreements entered into with the Dow Distribution, adjustments to "Integration and separation costs" to eliminate one time transaction costs directly attributable to the Distributions, and adjustments to "Interest expense" to reflect the impact of the Financings.
|
Unaudited Pro Forma Combined
Statement of Operations
|
2017
|
||||||||||||||
DuPont 1
|
Historical EID as Adjusted (1/1/2017 - 8/31/2017) 2
|
Merger Pro Forma Adjustments 3
|
Pro Forma Adjustments 4
|
Pro Forma
|
|||||||||||
In millions, except per share amounts
|
|||||||||||||||
Net sales
|
$
|
11,672
|
|
$
|
9,334
|
|
$
|
(6
|
)
|
$
|
—
|
|
$
|
21,000
|
|
Cost of sales
|
9,558
|
|
6,263
|
|
138
|
|
59
|
|
16,018
|
|
|||||
Research and development expenses
|
657
|
|
424
|
|
9
|
|
—
|
|
1,090
|
|
|||||
Selling, general and administrative expenses
|
1,615
|
|
1,349
|
|
20
|
|
—
|
|
2,984
|
|
|||||
Amortization of intangibles
|
505
|
|
101
|
|
404
|
|
—
|
|
1,010
|
|
|||||
Restructuring and asset related charges - net
|
288
|
|
311
|
|
(9
|
)
|
—
|
|
590
|
|
|||||
Integration and separation costs
|
1,007
|
|
356
|
|
(148
|
)
|
(405
|
)
|
810
|
|
|||||
Equity in earnings of nonconsolidated affiliates
|
367
|
|
58
|
|
(15
|
)
|
—
|
|
410
|
|
|||||
Sundry income (expense) - net
|
66
|
|
(135
|
)
|
—
|
|
—
|
|
(69
|
)
|
|||||
Interest expense
|
—
|
|
—
|
|
—
|
|
684
|
|
684
|
|
|||||
Loss from continuing operations before income taxes
|
(1,525
|
)
|
453
|
|
(435
|
)
|
(338
|
)
|
(1,845
|
)
|
|||||
Benefit from income taxes on continuing operations
|
(1,758
|
)
|
(284
|
)
|
(133
|
)
|
(120
|
)
|
(2,295
|
)
|
|||||
Income from continuing operations, net of tax
|
233
|
|
737
|
|
(302
|
)
|
(218
|
)
|
450
|
|
|||||
Net income attributable to noncontrolling interests of continuing operations
|
16
|
|
15
|
|
—
|
|
—
|
|
31
|
|
|||||
Net income from continuing operations attributable to DuPont
|
$
|
217
|
|
$
|
722
|
|
$
|
(302
|
)
|
$
|
(218
|
)
|
$
|
419
|
|
|
|
|
|
|
|
||||||||||
Per common share data:
|
|
|
|
|
|
||||||||||
Income per common share from continuing operations - basic
|
$
|
0.39
|
|
|
|
|
$
|
0.52
|
|
||||||
Income per common share from continuing operations - diluted
|
$
|
0.38
|
|
|
|
|
$
|
0.52
|
|
||||||
|
|
|
|
|
|
||||||||||
Weighted-average common shares outstanding - basic 5
|
526.6
|
|
|
|
|
774.6
|
|
||||||||
Weighted-average common shares outstanding - diluted 5
|
532.7
|
|
|
|
|
782.0
|
|
Summary of Pro Forma Adjustments
|
2017
|
||
In millions (Unaudited)
|
|||
Net sales
|
|
||
Intercompany transactions 1
|
$
|
(6
|
)
|
Cost of sales
|
|
||
Intercompany transactions 1
|
$
|
(6
|
)
|
Policy harmonization 2
|
(3
|
)
|
|
Depreciation expense 3
|
147
|
|
|
Total cost of sales
|
$
|
138
|
|
Research and development expenses:
|
|
||
Depreciation expense 3
|
$
|
9
|
|
Selling, general and administrative expenses
|
|
||
Depreciation expense 3
|
$
|
20
|
|
Amortization of intangibles
|
|
||
Amortization expense 4
|
$
|
404
|
|
Restructuring and asset related charges - net
|
|
||
Restructuring charge 5
|
$
|
(9
|
)
|
Integration and separation costs
|
|
||
Transaction costs 5
|
$
|
(148
|
)
|
Equity in earnings of nonconsolidated affiliates
|
|
||
Fair value of nonconsolidated affiliates 6
|
$
|
(15
|
)
|
Total pro forma adjustments to (loss) income from continuing operations before income taxes
|
$
|
(435
|
)
|
Provision for income taxes on continuing operations
|
|
||
Policy harmonization 2
|
$
|
1
|
|
Depreciation expense 3
|
(56
|
)
|
|
Amortization expense 4
|
(125
|
)
|
|
Restructuring charge 5
|
3
|
|
|
Transaction costs 5
|
49
|
|
|
Fair value of nonconsolidated affiliates 6
|
5
|
|
|
Total provision for income taxes on continuing operations7
|
$
|
(133
|
)
|
Total pro forma adjustments to (loss) income from continuing operations, net of tax
|
$
|
(302
|
)
|
1.
|
Transactions between Historical Dow and Historical EID have been eliminated as if they were consolidated affiliates for the period January 1 through August 31, 2017. Adjustments reflect the elimination of intercompany net sales and cost of sales.
|
2.
|
Represents a reduction to cost of sales for the period January 1 through August 31, 2017, due to conforming Historical EID’s accounting policy of deferring and amortizing expenses for planned major maintenance activities to Historical EID’s accounting policy of directly expensing the costs as incurred.
|
3.
|
Represents estimated additional depreciation expense in cost of sales, research and development expenses and selling, general and administrative expenses, resulting from the fair value adjustment to net property for the period January 1 through August 31, 2017 related to Historical EID.
|
4.
|
Represents estimated additional amortization expense resulting from the fair value adjustment to intangibles for the period January 1 through August 31, 2017 reflected in amortization of intangibles related to Historical EID.
|
5.
|
Represents the elimination of one-time Merger related transaction costs from integration and separation and restructuring and asset-related charges-net costs for the period January 1 through August 31, 2017.
|
6.
|
Represents a reduction to equity in earnings of nonconsolidated affiliates for the period January 1 through August 31, 2017 related to the amortization of the fair value adjustment to Historical EID’s investments in nonconsolidated affiliates.
|
7.
|
Represents the income tax effect of the Merger pro forma adjustments calculated using enacted statutory rates applicable in each period at the legal entity in which the pretax adjustments were made.
|
Electronics & Imaging
|
For the Years Ended December 31,
|
||||||||
In millions
|
2019
|
2018
|
2017 1
|
||||||
Net sales
|
$
|
3,554
|
|
$
|
3,635
|
|
$
|
3,592
|
|
Pro forma operating EBITDA
|
$
|
1,147
|
|
$
|
1,210
|
|
$
|
1,190
|
|
Equity earnings
|
$
|
24
|
|
$
|
23
|
|
$
|
20
|
|
1.
|
Amounts for the year ended December 31, 2017 are presented on a pro forma basis.
|
1.
|
Net sales for the year ended December 31, 2018 compared with pro forma net sales for the year ended December 31, 2017.
|
Nutrition & Biosciences
|
For the Years Ended December 31,
|
||||||||
In millions
|
2019
|
2018
|
2017 1
|
||||||
Net sales
|
$
|
6,076
|
|
$
|
6,216
|
|
$
|
5,389
|
|
Pro forma operating EBITDA
|
$
|
1,427
|
|
$
|
1,445
|
|
$
|
1,162
|
|
Equity earnings
|
$
|
(1
|
)
|
$
|
(1
|
)
|
$
|
(2
|
)
|
1.
|
Amounts for the year ended December 31, 2017 are presented on a pro forma basis.
|
1.
|
Net sales for the year ended December 31, 2018 compared with pro forma net sales for the year ended December 31, 2017.
|
Transportation & Industrial
|
For the Years Ended December 31,
|
||||||||
In millions
|
2019
|
2018
|
2017 1
|
||||||
Net sales
|
$
|
4,950
|
|
$
|
5,422
|
|
$
|
4,958
|
|
Pro forma operating EBITDA
|
$
|
1,313
|
|
$
|
1,518
|
|
$
|
1,235
|
|
Equity earnings
|
$
|
4
|
|
$
|
1
|
|
$
|
5
|
|
1.
|
Amounts for the year ended December 31, 2017 are presented on a pro forma basis.
|
1.
|
Net sales for the year ended December 31, 2018 compared with pro forma net sales for the year ended December 31, 2017.
|
Safety & Construction
|
For the Years Ended December 31,
|
||||||||
In millions
|
2019
|
2018
|
2017 1
|
||||||
Net sales
|
$
|
5,201
|
|
$
|
5,294
|
|
$
|
5,003
|
|
Pro forma operating EBITDA
|
$
|
1,419
|
|
$
|
1,283
|
|
$
|
1,178
|
|
Equity earnings
|
$
|
27
|
|
$
|
24
|
|
$
|
18
|
|
1.
|
Amounts for the year ended December 31, 2017 are presented on a pro forma basis.
|
1.
|
Net sales for the year ended December 31, 2018 compared with pro forma net sales for the year ended December 31, 2017.
|
Non-Core
|
For the Years Ended December 31,
|
||||||||
In millions
|
2019
|
2018
|
2017 1
|
||||||
Net sales
|
$
|
1,731
|
|
$
|
2,027
|
|
$
|
2,058
|
|
Pro forma operating EBITDA
|
$
|
491
|
|
$
|
677
|
|
$
|
661
|
|
Equity earnings 2
|
$
|
258
|
|
$
|
400
|
|
$
|
369
|
|
1.
|
Net sales for the year ended December 31, 2018 compared with pro forma net sales for the year ended December 31, 2017.
|
In millions
|
December 31, 2019
|
December 31, 2018
|
||||
Cash, cash equivalents and marketable securities
|
$
|
1,540
|
|
$
|
8,577
|
|
Total debt
|
$
|
17,447
|
|
$
|
12,639
|
|
Credit Ratings
|
Long-Term Rating
|
Short-Term Rating
|
Outlook
|
Standard & Poor’s
|
A-
|
A-2
|
Negative Watch
|
Moody’s Investors Service
|
Baa1
|
P-2
|
Stable
|
Fitch Ratings
|
BBB+
|
F-2
|
Stable
|
Cash Flow Summary
|
2019
|
2018
|
2017
|
||||||
In millions
|
|||||||||
Cash provided by (used for):
|
|
|
|
||||||
Operating activities
|
$
|
1,409
|
|
$
|
4,731
|
|
$
|
(765
|
)
|
Investing activities
|
$
|
(2,313
|
)
|
$
|
(2,462
|
)
|
$
|
14,325
|
|
Financing activities
|
$
|
(11,550
|
)
|
$
|
(1,918
|
)
|
$
|
(6,554
|
)
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
$
|
9
|
|
$
|
(344
|
)
|
$
|
297
|
|
Cash, cash equivalents and restricted cash in discontinued operations
|
$
|
—
|
|
$
|
5,431
|
|
$
|
9,574
|
|
Net Working Capital 1
|
December 31, 2019
|
December 31, 2018
|
||||
In millions (except ratio)
|
||||||
Current assets
|
$
|
9,999
|
|
$
|
16,380
|
|
Current liabilities
|
8,346
|
|
3,878
|
|
||
Net working capital
|
$
|
1,653
|
|
$
|
12,502
|
|
Current ratio
|
1.20:1
|
|
4.22:1
|
|
Dividends Paid
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
||||||
In millions
|
|||||||||
Dividends paid, per common share 1
|
$
|
2.16
|
|
$
|
4.56
|
|
$
|
6.66
|
|
Dividends paid to common stockholders 2
|
$
|
1,611
|
|
$
|
3,491
|
|
$
|
3,394
|
|
Pre-tax Earnings Benefit (Charge)
(Dollars in millions)
|
1/4 Percentage
Point
Increase
|
1/4 Percentage
Point
Decrease
|
||||
Discount rate
|
$
|
1
|
|
$
|
1
|
|
Expected rate of return on plan assets
|
9
|
|
(9
|
)
|
|
|
Payments Due In
|
|||||||||||||
In millions
|
Total at December 31, 2019
|
2020
|
2021-2022
|
2023-2024
|
2025 and
beyond
|
||||||||||
Long-term debt obligations 1,2
|
$
|
15,710
|
|
$
|
2,004
|
|
$
|
3,006
|
|
$
|
2,800
|
|
$
|
7,900
|
|
Expected cash requirements for interest 3
|
7,234
|
|
666
|
|
1,133
|
|
902
|
|
4,533
|
|
|||||
Finance lease obligations
|
4
|
|
1
|
|
2
|
|
—
|
|
1
|
|
|||||
Operating leases
|
615
|
|
148
|
|
221
|
|
100
|
|
146
|
|
|||||
Pension and other post employment benefits
|
1,225
|
|
85
|
|
151
|
|
133
|
|
856
|
|
|||||
Purchase obligations 4
|
728
|
|
402
|
|
279
|
|
18
|
|
29
|
|
|||||
Other liabilities 5
|
183
|
|
44
|
|
46
|
|
31
|
|
62
|
|
|||||
Total contractual obligations
|
$
|
25,699
|
|
$
|
3,350
|
|
$
|
4,838
|
|
$
|
3,984
|
|
$
|
13,527
|
|
1.
|
Included in the Consolidated Financial Statements.
|
2.
|
Includes long-term debt due within one year, but excludes unamortized debt fees of $95 million.
|
3.
|
Cash requirement for interest on long-term debt was calculated using current interest rates at December 31, 2019 and includes $255 million of various floating rate notes and debt instruments.
|
4.
|
Represents enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or minimum quantities; fixed, minimum or variable price provisions; and the approximate timing of the agreement.
|
5.
|
Includes liabilities related to environmental remediation, legal settlements, and other noncurrent liabilities. The table excludes uncertain tax positions due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities and deferred tax liabilities as it is impractical to determine whether there will be a cash impact related to these liabilities. The table also excludes deferred revenue as it does not represent future cash requirements arising from contractual payment obligations.
|
|
For the Years Ended
|
||||||||
In millions
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
||||||
Long-term employee benefit plan charges (benefit)
|
$
|
98
|
|
$
|
75
|
|
$
|
98
|
|
(Dollars in millions)
|
For the Year Ended December 31, 2019
|
For the Year Ended December 31, 2018
|
For the Year Ended December 31, 2017
|
||||||
Environmental operating costs
|
$
|
183
|
|
$
|
182
|
|
$
|
61
|
|
Environmental remediation costs
|
28
|
|
15
|
|
3
|
|
|||
|
$
|
211
|
|
$
|
197
|
|
$
|
64
|
|
(Dollars in millions)
|
|
||
Balance at December 31, 2017
|
$
|
51
|
|
Remediation payments
|
(15
|
)
|
|
Net increase in remediation accrual
|
15
|
|
|
Balance at December 31, 2018
|
$
|
51
|
|
Remediation payments
|
(12
|
)
|
|
Net increase in remediation accrual
|
28
|
|
|
Net change, indemnification 1
|
10
|
|
|
Balance at December 31, 2019
|
$
|
77
|
|
1.
|
Represents the net change in indemnified remediation obligations based on activity pursuant to the Separation and Distribution Agreement and Letter Agreement as discussed below and in Notes 4 and 16 to the Consolidated Financial Statements.
|
|
Fair Value
Asset/(Liability)
|
Fair Value
Sensitivity
|
||||
In millions
|
December 31, 2019
|
December 31, 2019
|
||||
Foreign currency contracts
|
$
|
(1
|
)
|
$
|
(222
|
)
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits:
|
1.
|
Financial Statements (See the Index to the Consolidated Financial Statements on page F-1 of this report).
|
2.
|
Financial Statement Schedules
|
(In millions) for the years ended December 31,
|
2019
|
2018
|
2017
|
||||||
Accounts Receivable—Allowance for Doubtful Receivables
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
$
|
10
|
|
$
|
1
|
|
$
|
—
|
|
Additions charged to expenses
|
—
|
|
10
|
|
1
|
|
|||
Deductions from reserves1
|
(1
|
)
|
(1
|
)
|
—
|
|
|||
Balance at end of period
|
$
|
9
|
|
$
|
10
|
|
$
|
1
|
|
Inventory—Obsolescence Reserve
|
|
|
|
||||||
Balance at beginning of period
|
$
|
43
|
|
$
|
40
|
|
$
|
12
|
|
Additions charged to expenses
|
45
|
|
44
|
|
40
|
|
|||
Deductions from reserves2
|
(47
|
)
|
(41
|
)
|
(12
|
)
|
|||
Balance at end of period
|
$
|
41
|
|
$
|
43
|
|
$
|
40
|
|
Deferred Tax Assets—Valuation Allowance
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
$
|
593
|
|
$
|
741
|
|
$
|
22
|
|
Merger impact
|
—
|
|
—
|
|
737
|
|
|||
Additions charged to expenses
|
91
|
|
13
|
|
9
|
|
|||
Deductions from reserves 3
|
(50
|
)
|
(161
|
)
|
(27
|
)
|
|||
Balance at end of period
|
$
|
634
|
|
$
|
593
|
|
$
|
741
|
|
1.
|
Deductions include write-offs, recoveries and currency translation adjustments.
|
2.
|
Deductions include disposals and currency translation adjustments.
|
3.
|
Deductions include currency translation adjustments.
|
3.
|
Exhibits
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
Second Amended and Restated Certificate of Incorporation of DowDuPont Inc. effective as of June 1, 2019, incorporated by reference to Exhibit 3.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
|
|
|
|
The Amended and Restated Bylaws of DuPont de Nemours, Inc., effective as of June 1, 2019, incorporated by reference to Exhibit 3.3 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
|
|
|
10.1**
|
|
Agreement and Plan of Merger, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub I Inc. incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed December 18, 2019.
|
|
10.2**
|
|
Separation and Distribution Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 2.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed December 18, 2019.
|
|
10.3**
|
|
Employee Matters Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed December 18, 2019.
|
|
10.4**
|
|
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.
|
|
10.5**
|
|
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.
|
|
10.6**
|
|
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.
|
|
10.7**
|
|
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.
|
|
10.8**
|
|
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.
|
|
10.9**
|
|
Intellectual Property Cross-License Agreement, effective as of June 1, 2019, by and among DuPont de Nemours, Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
|
|
10.10**
|
|
Letter Agreement, effective as of June 1, 2019 by and between DuPont de Nemours, Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
|
|
10.11**
|
|
Amended and Restated Tax Matters Agreement, effective as of June 1, 2019, by and among DowDuPont Inc., Corteva, Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
|
|
10.12**
|
|
DuPont Senior Executive Severance Plan, effective as of June 1, 2019, incorporated by reference to Exhibit 10.4 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
|
|
|
DuPont Management Deferred Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.5 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
|
|
|
|
DuPont Stock Accumulation and Deferred Compensation Plan for Directors, effective June 1, 2019, incorporated by reference to Exhibit 10.6 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
|
|
|
|
DuPont Deferred Variable Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.7 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
|
|
|
|
DuPont Retirement Savings Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.8 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
|
|
|
|
DuPont Pension Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.9 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
|
|
|
|
DuPont Omnibus Incentive Plan effective June 1, 2019, incorporated by reference to Exhibit 10.10 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
|
|
|
Amended and Restated Employment Agreement by and between DuPont de Nemours, Inc. and Edward D. Breen, dated as of June 1, 2019, incorporated by reference to Exhibit 10.11 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
|
|
|
21*
|
|
Subsidiaries of the Registrant.
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
|
|
23.2*
|
|
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
|
|
23.3*
|
|
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
|
|
23.4*
|
|
Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
|
|
|
Power of Attorney (included as part of signature page).
|
|
|
31.1*
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2*
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1*
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2*
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
By:
|
/s/ MICHAEL G. GOSS
|
|
|
|
Name:
|
Michael G. Goss
|
|
|
|
Title:
|
Vice President and Controller
|
|
|
|
City:
|
Wilmington
|
|
|
|
State:
|
Delaware
|
|
|
|
|
Signature
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
|
|
/s/ JEANMARIE F. DESMOND
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
February 14, 2020
|
|
Jeanmarie F. Desmond
|
|
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL G. GOSS
|
|
Vice President and Controller
|
|
February 14, 2020
|
|
Michael G. Goss
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
|
|
/s/ C. MARC DOYLE
|
|
Chief Executive Officer and Director
|
|
February 14, 2020
|
|
C. Marc Doyle
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD D. BREEN
|
|
Executive Chairman and Director
|
|
February 14, 2020
|
|
Edward D. Breen
|
|
|
|
|
|
|
|
|
|
|
|
/s/ AMY G. BRADY
|
|
Director
|
|
February 14, 2020
|
|
Amy G. Brady
|
|
|
|
|
|
|
|
|
|
|
|
/s/ RUBY R. CHANDY
|
|
Director
|
|
February 14, 2020
|
|
Ruby R. Chandy
|
|
|
|
|
|
|
|
|
|
|
|
/s/ FRANKLIN K. CLYBURN JR.
|
|
Director
|
|
February 14, 2020
|
|
Franklin K. Clyburn, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ TERRENCE R. CURTIN
|
|
Director
|
|
February 14, 2020
|
|
Terrence R. Curtin
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ALEXANDER M. CUTLER
|
|
Director
|
|
February 14, 2020
|
|
Alexander M. Cutler
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ELEUTHERE I. DU PONT
|
|
Director
|
|
February 14, 2020
|
|
Eleuthère I. du Pont
|
|
|
|
|
|
|
|
|
|
|
|
/s/ RAJIV L. GUPTA
|
|
Director
|
|
February 14, 2020
|
|
Rajiv L. Gupta
|
|
|
|
|
|
|
|
|
|
|
|
/s/ LUTHER C. KISSAM
|
|
Director
|
|
February 14, 2020
|
|
Luther C. Kissam
|
|
|
|
|
|
|
|
|
|
|
|
/s/ FREDERICK M. LOWERY
|
|
Director
|
|
February 14, 2020
|
|
Frederick M. Lowery
|
|
|
|
|
|
|
|
|
|
|
|
/s/ RAYMOND J. MILCHOVICH
|
|
Director
|
|
February 14, 2020
|
|
Raymond J. Milchovich
|
|
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN M. STERIN
|
|
Director
|
|
February 14, 2020
|
|
Steven M. Sterin
|
|
|
|
|
|
Page(s)
|
Consolidated Financial Statements:
|
|
i.
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
ii.
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
|
iii.
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
/s/ C. MARC DOYLE
|
|
/s/ JEANMARIE F. DESMOND
|
C. Marc Doyle
Chief Executive Officer
|
|
Jeanmarie F. Desmond
Chief Financial Officer
|
/s/ PricewaterhouseCoopers LLP
|
Philadelphia, Pennsylvania
|
February 14, 2020
|
/s/ DELOITTE & TOUCHE LLP
|
Deloitte & Touche LLP
|
Midland, Michigan
|
/s/ DELOITTE & TOUCHE LLP
|
Deloitte & Touche LLP
|
Midland, Michigan
|
February 14, 2020
|
(In millions, except for per share amounts) For the years ended December 31,
|
2019
|
2018
|
2017
|
||||||
Net sales
|
$
|
21,512
|
|
$
|
22,594
|
|
$
|
11,672
|
|
Cost of sales
|
14,056
|
|
15,302
|
|
9,558
|
|
|||
Research and development expenses
|
955
|
|
1,070
|
|
657
|
|
|||
Selling, general and administrative expenses
|
2,663
|
|
3,028
|
|
1,615
|
|
|||
Amortization of intangibles
|
1,050
|
|
1,044
|
|
505
|
|
|||
Restructuring and asset related charges - net
|
314
|
|
147
|
|
288
|
|
|||
Goodwill impairment charges
|
1,175
|
|
—
|
|
—
|
|
|||
Integration and separation costs
|
1,342
|
|
1,887
|
|
1,007
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
84
|
|
447
|
|
367
|
|
|||
Sundry income (expense) - net
|
153
|
|
92
|
|
66
|
|
|||
Interest expense
|
668
|
|
55
|
|
—
|
|
|||
(Loss) Income from continuing operations before income taxes
|
(474
|
)
|
600
|
|
(1,525
|
)
|
|||
Provision for (Benefit from) income taxes on continuing operations
|
140
|
|
195
|
|
(1,758
|
)
|
|||
(Loss) Income from continuing operations, net of tax
|
(614
|
)
|
405
|
|
233
|
|
|||
Income from discontinued operations, net of tax
|
1,214
|
|
3,595
|
|
1,058
|
|
|||
Net income
|
600
|
|
4,000
|
|
1,291
|
|
|||
Net income attributable to noncontrolling interests
|
102
|
|
155
|
|
132
|
|
|||
Net income available for DuPont common stockholders
|
$
|
498
|
|
$
|
3,845
|
|
$
|
1,159
|
|
|
|
|
|
||||||
Per common share data:
|
|
|
|
||||||
(Loss) Earnings per common share from continuing operations - basic
|
$
|
(0.86
|
)
|
$
|
0.46
|
|
$
|
0.39
|
|
Earnings per common share from discontinued operations - basic
|
1.53
|
|
4.54
|
|
1.79
|
|
|||
Earnings per common share - basic
|
$
|
0.67
|
|
$
|
4.99
|
|
$
|
2.18
|
|
(Loss) Earnings per common share from continuing operations - diluted
|
$
|
(0.86
|
)
|
$
|
0.45
|
|
$
|
0.38
|
|
Earnings per common share from discontinued operations - diluted
|
1.53
|
|
4.51
|
|
1.77
|
|
|||
Earnings per common share - diluted
|
$
|
0.67
|
|
$
|
4.96
|
|
$
|
2.15
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic
|
746.3
|
|
767.0
|
|
526.6
|
|
|||
Weighted-average common shares outstanding - diluted
|
746.3
|
|
771.8
|
|
532.7
|
|
(In millions) For the years ended December 31,
|
2019
|
2018
|
2017
|
||||||
Net income
|
$
|
600
|
|
$
|
4,000
|
|
$
|
1,291
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||||
Unrealized gains (losses) on investments
|
67
|
|
(67
|
)
|
(46
|
)
|
|||
Cumulative translation adjustments
|
(464
|
)
|
(1,743
|
)
|
446
|
|
|||
Pension and other post employment benefit plans
|
(65
|
)
|
(626
|
)
|
466
|
|
|||
Derivative instruments
|
(58
|
)
|
51
|
|
(16
|
)
|
|||
Total other comprehensive (loss) income
|
(520
|
)
|
(2,385
|
)
|
850
|
|
|||
Comprehensive income
|
80
|
|
1,615
|
|
2,141
|
|
|||
Comprehensive income attributable to noncontrolling interests, net of tax
|
112
|
|
118
|
|
174
|
|
|||
Comprehensive income attributable to DuPont
|
$
|
(32
|
)
|
$
|
1,497
|
|
$
|
1,967
|
|
(In millions, except share and per share amounts)
|
December 31, 2019
|
December 31, 2018
|
||||
Assets
|
|
|
||||
Current Assets
|
|
|
||||
Cash and cash equivalents
|
$
|
1,540
|
|
$
|
8,548
|
|
Marketable securities
|
—
|
|
29
|
|
||
Accounts and notes receivable - net
|
3,802
|
|
3,391
|
|
||
Inventories
|
4,319
|
|
4,107
|
|
||
Other current assets
|
338
|
|
305
|
|
||
Assets of discontinued operations
|
—
|
|
110,275
|
|
||
Total current assets
|
9,999
|
|
126,655
|
|
||
Investments
|
|
|
||||
Investments in nonconsolidated affiliates
|
1,204
|
|
1,745
|
|
||
Other investments
|
24
|
|
28
|
|
||
Noncurrent receivables
|
32
|
|
47
|
|
||
Total investments
|
1,260
|
|
1,820
|
|
||
Property
|
|
|
||||
Property, plant and equipment
|
15,112
|
|
14,116
|
|
||
Less: Accumulated depreciation
|
4,969
|
|
4,199
|
|
||
Property, plant and equipment - net
|
10,143
|
|
9,917
|
|
||
Other Assets
|
|
|
||||
Goodwill
|
33,151
|
|
34,496
|
|
||
Other intangible assets
|
13,593
|
|
14,655
|
|
||
Deferred income tax assets
|
236
|
|
178
|
|
||
Deferred charges and other assets
|
1,014
|
|
134
|
|
||
Total other assets
|
47,994
|
|
49,463
|
|
||
Total Assets
|
$
|
69,396
|
|
$
|
187,855
|
|
Liabilities and Equity
|
|
|
||||
Current Liabilities
|
|
|
||||
Short-term borrowings and finance lease obligations
|
$
|
3,830
|
|
$
|
15
|
|
Accounts payable
|
2,934
|
|
2,619
|
|
||
Income taxes payable
|
240
|
|
115
|
|
||
Accrued and other current liabilities
|
1,342
|
|
1,129
|
|
||
Liabilities of discontinued operations
|
—
|
|
69,434
|
|
||
Total current liabilities
|
8,346
|
|
73,312
|
|
||
Long-Term Debt
|
13,617
|
|
12,624
|
|
||
Other Noncurrent Liabilities
|
|
|
||||
Deferred income tax liabilities
|
3,514
|
|
3,912
|
|
||
Pension and other post employment benefits - noncurrent
|
1,172
|
|
1,343
|
|
||
Other noncurrent obligations
|
1,191
|
|
764
|
|
||
Total other noncurrent liabilities
|
5,877
|
|
6,019
|
|
||
Total Liabilities
|
$
|
27,840
|
|
$
|
91,955
|
|
Commitments and contingent liabilities
|
|
|
||||
Stockholders' Equity
|
|
|
||||
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2019: 738,564,728 shares; 2018: 784,143,433 shares)
|
7
|
|
8
|
|
||
Additional paid-in capital
|
50,796
|
|
81,976
|
|
||
(Accumulated deficit) Retained earnings
|
(8,400
|
)
|
30,257
|
|
||
Accumulated other comprehensive loss
|
(1,416
|
)
|
(12,394
|
)
|
||
Unearned ESOP shares
|
—
|
|
(134
|
)
|
||
Treasury stock at cost (2019: 0 shares; 2018: 27,817,518 shares)
|
—
|
|
(5,421
|
)
|
||
Total DuPont stockholders' equity
|
40,987
|
|
94,292
|
|
||
Noncontrolling interests
|
569
|
|
1,608
|
|
||
Total equity
|
41,556
|
|
95,900
|
|
||
Total Liabilities and Equity
|
$
|
69,396
|
|
$
|
187,855
|
|
(In millions) For the years ended December 31,
|
2019
|
2018
|
2017
|
||||||
Operating Activities
|
|
|
|
||||||
Net income
|
$
|
600
|
|
$
|
4,000
|
|
$
|
1,291
|
|
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
|
|
|
|
||||||
Depreciation and amortization
|
3,195
|
|
5,918
|
|
3,969
|
|
|||
Credit for deferred income tax and other tax related items
|
(768
|
)
|
(366
|
)
|
(2,131
|
)
|
|||
Earnings of nonconsolidated affiliates less than dividends received
|
909
|
|
83
|
|
128
|
|
|||
Net periodic pension (credit) benefit cost
|
(55
|
)
|
58
|
|
1,026
|
|
|||
Pension contributions
|
(697
|
)
|
(2,964
|
)
|
(1,744
|
)
|
|||
Net gain on sales of assets, businesses and investments
|
(149
|
)
|
(93
|
)
|
(1,172
|
)
|
|||
Restructuring and asset related charges - net
|
588
|
|
1,105
|
|
1,789
|
|
|||
Goodwill impairment charges
|
1,175
|
|
—
|
|
1,491
|
|
|||
Amortization of merger-related inventory step-up
|
253
|
|
1,628
|
|
1,573
|
|
|||
Other net loss
|
338
|
|
720
|
|
470
|
|
|||
Changes in assets and liabilities, net of effects of acquired and divested companies:
|
|
|
|
||||||
Accounts and notes receivable
|
(2,227
|
)
|
(1,611
|
)
|
(9,782
|
)
|
|||
Inventories
|
387
|
|
(1,496
|
)
|
(1,818
|
)
|
|||
Accounts payable
|
(1,049
|
)
|
201
|
|
2,631
|
|
|||
Other assets and liabilities, net
|
(1,091
|
)
|
(2,452
|
)
|
1,514
|
|
|||
Cash provided by (used for) operating activities
|
1,409
|
|
4,731
|
|
(765
|
)
|
|||
Investing Activities
|
|
|
|
|
|||||
Capital expenditures
|
(2,472
|
)
|
(3,837
|
)
|
(3,570
|
)
|
|||
Investment in gas field developments
|
(25
|
)
|
(114
|
)
|
(121
|
)
|
|||
Purchases of previously leased assets
|
—
|
|
(26
|
)
|
(187
|
)
|
|||
Proceeds from sales of property and businesses, net of cash divested
|
278
|
|
202
|
|
2,959
|
|
|||
Acquisitions of property and businesses, net of cash acquired
|
(180
|
)
|
(20
|
)
|
50
|
|
|||
Cash acquired in merger transaction
|
—
|
|
—
|
|
4,005
|
|
|||
Investments in and loans to nonconsolidated affiliates
|
(1
|
)
|
(26
|
)
|
(754
|
)
|
|||
Distributions and loan repayments from nonconsolidated affiliates
|
—
|
|
55
|
|
106
|
|
|||
Proceeds from sale of ownership interests in nonconsolidated affiliates
|
21
|
|
4
|
|
64
|
|
|||
Purchases of investments
|
(197
|
)
|
(2,787
|
)
|
(1,690
|
)
|
|||
Proceeds from sales and maturities of investments
|
242
|
|
3,402
|
|
4,101
|
|
|||
Proceeds from interests in trade accounts receivable conduits
|
—
|
|
657
|
|
9,462
|
|
|||
Other investing activities, net
|
21
|
|
28
|
|
(100
|
)
|
|||
Cash (used for) provided by investing activities
|
(2,313
|
)
|
(2,462
|
)
|
14,325
|
|
|||
Financing Activities
|
|
|
|
||||||
Changes in short-term borrowings
|
2,735
|
|
223
|
|
(2,248
|
)
|
|||
Proceeds from issuance of long-term debt
|
4,005
|
|
15,455
|
|
499
|
|
|||
Payments on long-term debt
|
(6,900
|
)
|
(9,009
|
)
|
(663
|
)
|
|||
Purchases of common stock
|
(2,329
|
)
|
(4,421
|
)
|
(1,000
|
)
|
|||
Proceeds from issuance of Company stock
|
85
|
|
197
|
|
66
|
|
|||
Proceeds from sale of common stock
|
—
|
|
—
|
|
453
|
|
|||
Employee taxes paid for share-based payment arrangements
|
(84
|
)
|
(128
|
)
|
(99
|
)
|
|||
Distributions to noncontrolling interests
|
(27
|
)
|
(195
|
)
|
(136
|
)
|
|||
Dividends paid to stockholders
|
(1,611
|
)
|
(3,491
|
)
|
(3,394
|
)
|
|||
Cash held by Dow and Corteva at the respective Distributions
|
(7,315
|
)
|
—
|
|
—
|
|
|||
Debt extinguishment costs
|
(104
|
)
|
(555
|
)
|
—
|
|
|||
Other financing activities, net
|
(5
|
)
|
6
|
|
(32
|
)
|
|||
Cash used for financing activities
|
(11,550
|
)
|
(1,918
|
)
|
(6,554
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
9
|
|
(344
|
)
|
297
|
|
|||
Cash reclassified as held for sale
|
—
|
|
—
|
|
88
|
|
|||
Decrease in cash, cash equivalents and restricted cash
|
(12,445
|
)
|
7
|
|
7,391
|
|
|||
Cash, cash equivalents and restricted cash from continuing operations, beginning of period
|
8,591
|
|
4,441
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period
|
5,431
|
|
9,574
|
|
6,624
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
14,022
|
|
14,015
|
|
6,624
|
|
|||
Cash, cash equivalents and restricted cash from continuing operations, end of period
|
1,577
|
|
8,591
|
|
4,441
|
|
|||
Cash, cash equivalents and restricted cash from discontinued operations, end of period
|
—
|
|
5,431
|
|
9,574
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,577
|
|
$
|
14,022
|
|
$
|
14,015
|
|
Supplemental cash flow information
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
||||||
Interest, net of amounts capitalized
|
$
|
969
|
|
$
|
2,116
|
|
$
|
1,254
|
|
Income taxes
|
$
|
722
|
|
$
|
2,199
|
|
$
|
1,368
|
|
In millions
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings (Accumulated Deficit)
|
Accumulated Other Comp Loss
|
Unearned ESOP
|
Treasury Stock
|
Non-controlling Interests
|
Total Equity
|
||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at January 1, 2017
|
$
|
1,036
|
|
$
|
6,333
|
|
$
|
30,359
|
|
$
|
(9,822
|
)
|
$
|
(239
|
)
|
$
|
(1,659
|
)
|
$
|
1,242
|
|
$
|
27,250
|
|
Net income
|
—
|
|
—
|
|
1,159
|
|
—
|
|
—
|
|
—
|
|
132
|
|
1,291
|
|
||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
850
|
|
—
|
|
—
|
|
42
|
|
892
|
|
||||||||
Dividends ($5.28 per common share)
|
—
|
|
—
|
|
(2,558
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,558
|
)
|
||||||||
Common stock issued/sold
|
—
|
|
519
|
|
—
|
|
—
|
|
—
|
|
724
|
|
—
|
|
1,243
|
|
||||||||
Stock-based compensation and allocation of ESOP shares
|
—
|
|
(332
|
)
|
—
|
|
—
|
|
50
|
|
—
|
|
—
|
|
(282
|
)
|
||||||||
Distributions to non-controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(116
|
)
|
(116
|
)
|
||||||||
Treasury stock purchased
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,000
|
)
|
—
|
|
(1,000
|
)
|
||||||||
Merger impact
|
(1,028
|
)
|
74,773
|
|
|
|
|
935
|
|
417
|
|
75,097
|
|
|||||||||||
Other
|
—
|
|
(21
|
)
|
(29
|
)
|
—
|
|
—
|
|
—
|
|
(120
|
)
|
(170
|
)
|
||||||||
Balance at December 31, 2017
|
$
|
8
|
|
$
|
81,272
|
|
$
|
28,931
|
|
$
|
(8,972
|
)
|
$
|
(189
|
)
|
$
|
(1,000
|
)
|
$
|
1,597
|
|
$
|
101,647
|
|
2018
|
|
|
|
|
|
|
|
|
||||||||||||||||
Adoption of accounting standards
|
—
|
|
—
|
|
996
|
|
(1,037
|
)
|
—
|
|
—
|
|
—
|
|
(41
|
)
|
||||||||
Net income
|
—
|
|
—
|
|
3,845
|
|
—
|
|
—
|
|
—
|
|
155
|
|
4,000
|
|
||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
(2,385
|
)
|
—
|
|
—
|
|
(37
|
)
|
(2,422
|
)
|
||||||||
Dividends ($4.56 per common share)
|
—
|
|
—
|
|
(3,491
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,491
|
)
|
||||||||
Common stock issued/sold
|
—
|
|
198
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
198
|
|
||||||||
Stock-based compensation and allocation of ESOP shares
|
—
|
|
506
|
|
—
|
|
—
|
|
55
|
|
—
|
|
—
|
|
561
|
|
||||||||
Distributions to non-controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(168
|
)
|
(168
|
)
|
||||||||
Treasury stock purchased
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,421
|
)
|
—
|
|
(4,421
|
)
|
||||||||
Other
|
—
|
|
—
|
|
(24
|
)
|
—
|
|
—
|
|
—
|
|
61
|
|
37
|
|
||||||||
Balance at December 31, 2018
|
$
|
8
|
|
$
|
81,976
|
|
$
|
30,257
|
|
$
|
(12,394
|
)
|
$
|
(134
|
)
|
$
|
(5,421
|
)
|
$
|
1,608
|
|
$
|
95,900
|
|
2019
|
|
|
|
|
|
|
|
|
||||||||||||||||
Adoption of accounting standards
|
—
|
|
—
|
|
(111
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(111
|
)
|
||||||||
Net income
|
—
|
|
—
|
|
498
|
|
—
|
|
—
|
|
—
|
|
102
|
|
600
|
|
||||||||
Other comprehensive (loss) income
|
—
|
|
—
|
|
—
|
|
(520
|
)
|
—
|
|
—
|
|
10
|
|
(510
|
)
|
||||||||
Dividends ($2.16 per common share)
|
—
|
|
(446
|
)
|
(1,165
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,611
|
)
|
||||||||
Common stock issued/sold
|
—
|
|
85
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
85
|
|
||||||||
Stock-based compensation and allocation of ESOP shares
|
—
|
|
194
|
|
(1
|
)
|
—
|
|
29
|
|
—
|
|
—
|
|
222
|
|
||||||||
Distributions to non-controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(27
|
)
|
(27
|
)
|
||||||||
Treasury stock purchased
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,329
|
)
|
—
|
|
(2,329
|
)
|
||||||||
Retirement of treasury stock
|
—
|
|
—
|
|
(7,750
|
)
|
—
|
|
—
|
|
7,750
|
|
—
|
|
—
|
|
||||||||
Spin-off of Dow and Corteva
|
—
|
|
(31,010
|
)
|
(30,123
|
)
|
11,498
|
|
105
|
|
|
|
(1,124
|
)
|
(50,654
|
)
|
||||||||
Other
|
(1
|
)
|
(3
|
)
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(9
|
)
|
||||||||
Balance at December 31, 2019
|
$
|
7
|
|
$
|
50,796
|
|
$
|
(8,400
|
)
|
$
|
(1,416
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
569
|
|
$
|
41,556
|
|
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
|
||
25
|
||
|
|
|
Level 1
|
–
|
Quoted market prices in active markets for identical assets or liabilities;
|
|
|
|
Level 2
|
–
|
Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs);
|
|
|
|
Level 3
|
–
|
Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability.
|
Summary of Changes to the Consolidated Balance Sheet
|
As Reported
Dec 31, 2018 1
|
Effect of Adoption of ASU 2016-02
|
Updated
Jan 1, 2019
|
||||||
In millions
|
|||||||||
Assets
|
|
|
|
||||||
Deferred charges and other assets
|
$
|
134
|
|
$
|
584
|
|
$
|
718
|
|
Total other assets
|
$
|
49,463
|
|
$
|
584
|
|
$
|
50,047
|
|
Assets of discontinued operations
|
$
|
110,275
|
|
$
|
2,787
|
|
$
|
113,062
|
|
Total Assets
|
$
|
187,855
|
|
$
|
3,371
|
|
$
|
191,226
|
|
Liabilities
|
|
|
|
||||||
Accrued and other current liabilities
|
$
|
1,129
|
|
$
|
156
|
|
$
|
1,285
|
|
Total current liabilities
|
$
|
73,312
|
|
$
|
156
|
|
$
|
73,468
|
|
Other noncurrent obligations
|
$
|
764
|
|
$
|
428
|
|
$
|
1,192
|
|
Total other noncurrent liabilities
|
$
|
6,019
|
|
$
|
428
|
|
$
|
6,447
|
|
Liabilities of discontinued operations
|
$
|
69,434
|
|
$
|
2,715
|
|
$
|
72,149
|
|
Total Liabilities
|
$
|
91,955
|
|
$
|
3,299
|
|
$
|
95,254
|
|
Stockholders' Equity
|
|
|
|
||||||
Retained earnings 2
|
$
|
30,257
|
|
$
|
72
|
|
$
|
30,329
|
|
DuPont's stockholders' equity
|
$
|
94,292
|
|
$
|
72
|
|
$
|
94,364
|
|
Total equity
|
$
|
95,900
|
|
$
|
72
|
|
$
|
95,972
|
|
Total Liabilities and Equity
|
$
|
187,855
|
|
$
|
3,371
|
|
$
|
191,226
|
|
1.
|
The as reported December 31, 2018 information has been updated to reflect the impact of the reverse stock split and the change in accounting policy discussed in Note 1.
|
2.
|
The net impact to retained earnings was primarily a result of the recognition of a deferred gain associated with a prior sale-leaseback transaction.
|
Historical EID Results of Continuing Operations
|
September 1 -
|
||
In millions
|
December 31, 2017
|
||
Net sales
|
$
|
4,911
|
|
Loss from continuing operations before income taxes
|
$
|
1,155
|
|
DuPont Pro Forma Results of Operations
|
2017
|
||
In millions (except share amounts)
|
|||
Net sales
|
$
|
21,000
|
|
Income from continuing operations, net of tax
|
$
|
1,772
|
|
Earnings per common share from continuing operations - basic
|
$
|
2.23
|
|
Earnings per common share from continuing operations - diluted
|
$
|
2.21
|
|
•
|
inge GmbH, an ultrafiltration membrane business from BASF,
|
•
|
Memcor, the ultrafiltration and membrane bioreactor technologies division from Evoqua Water Technologies Corp.,
|
•
|
OxyMem Limited, a company that develops and produces Membrane Aerated Biofilm Reactor technology.
|
•
|
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 Agreement - DuPont entered into an Intellectual Property Cross-License Agreement with Dow (the “DuPont-Dow IP Cross-License Agreement”). The DuPont-Dow IP Cross-License Agreement sets 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, software, and certain patents and standards, allocated to another Party pursuant to the Separation and Distribution Agreement.
|
•
|
Intellectual Property Cross-License Agreement - DuPont and Corteva entered into an Intellectual Property Cross-License Agreement (the “DuPont-Corteva IP Cross-License Agreement”). The DuPont-Corteva IP Cross-License Agreement sets forth the terms and conditions under which the applicable parties may use in their respective businesses, following the Corteva Distribution, certain know-how (including trade secrets), copyrights, software, and certain patents and standards, allocated to another Party pursuant to the Separation and Distribution Agreement.
|
•
|
Letter Agreement - The Company entered into a letter agreement (the "Letter Agreement") with Corteva that sets forth certain additional terms and conditions related to the Corteva Distribution, including certain limitations on DuPont’s and Corteva's ability to transfer certain businesses and assets to third parties without assigning certain of such Party’s indemnification obligations under the Separation and Distribution Agreement to the other Party to the transferee of such businesses and assets or meeting certain other alternative conditions. The Letter Agreement further outlines the allocation between DuPont and Corteva of liabilities associated with certain legal and environmental matters, including liabilities associated with discontinued and/or divested operations and businesses of Historical EID. See Note 16 for more information regarding the allocation.
|
•
|
Amended and Restated Tax Matters Agreement - The Parties entered into an amendment and restatement of the Tax Matters Agreement, between DuPont, Corteva and Dow, effective as of April 1, 2019 (as so amended and restated, the “Amended and Restated Tax Matters Agreement”). The Amended and Restated Tax Matters Agreement governs the Parties’ 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. The Parties amended and restated the Tax Matters Agreement in connection with the Corteva Distribution in order to allocate between DuPont and Corteva certain rights and obligations of the Company provided in the original form of the Tax Matters Agreement. See Note 8 for additional information on the Tax Matters Agreement and the Amended and Restated Tax Matters Agreement.
|
In millions
|
2019
|
2018
|
2017
|
||||||
Net sales
|
$
|
10,867
|
|
$
|
49,224
|
|
$
|
43,449
|
|
Cost of sales
|
8,917
|
|
40,187
|
|
35,434
|
|
|||
Research and development expenses
|
163
|
|
670
|
|
669
|
|
|||
Selling, general and administrative expenses
|
329
|
|
1,304
|
|
1,322
|
|
|||
Amortization of intangibles
|
116
|
|
469
|
|
400
|
|
|||
Restructuring and asset related charges - net
|
157
|
|
219
|
|
1,249
|
|
|||
Goodwill impairment charges
|
—
|
|
—
|
|
1,491
|
|
|||
Integration and separation costs
|
44
|
|
135
|
|
31
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
(13
|
)
|
554
|
|
394
|
|
|||
Sundry income (expense) - net
|
48
|
|
242
|
|
28
|
|
|||
Interest expense
|
240
|
|
1,062
|
|
915
|
|
|||
Income from discontinued operations before income taxes
|
936
|
|
5,974
|
|
2,360
|
|
|||
Provision for income taxes on discontinued operations
|
207
|
|
1,490
|
|
1,250
|
|
|||
Income from discontinued operations, net of tax
|
729
|
|
4,484
|
|
1,110
|
|
|||
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
37
|
|
102
|
|
101
|
|
|||
Income from discontinued operations attributable to DuPont stockholders, net of tax
|
$
|
692
|
|
$
|
4,382
|
|
$
|
1,009
|
|
In millions
|
2019
|
2018
|
2017
|
||||||
Depreciation and amortization
|
$
|
744
|
|
$
|
2,835
|
|
$
|
2,489
|
|
Capital expenditures
|
$
|
597
|
|
$
|
2,062
|
|
$
|
2,750
|
|
In millions
|
2019
|
2018
|
2017
|
||||||
Net sales
|
$
|
7,144
|
|
$
|
14,159
|
|
$
|
7,363
|
|
Cost of sales
|
4,218
|
|
9,838
|
|
5,199
|
|
|||
Research and development expenses
|
470
|
|
1,320
|
|
815
|
|
|||
Selling, general and administrative expenses
|
1,294
|
|
2,377
|
|
1,127
|
|
|||
Amortization of intangibles
|
176
|
|
390
|
|
108
|
|
|||
Restructuring and asset related charges - net
|
117
|
|
739
|
|
252
|
|
|||
Integration and separation costs
|
430
|
|
441
|
|
63
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
(4
|
)
|
—
|
|
3
|
|
|||
Sundry income (expense) - net
|
40
|
|
258
|
|
323
|
|
|||
Interest expense
|
91
|
|
387
|
|
167
|
|
|||
Income from discontinued operations before income taxes
|
384
|
|
(1,075
|
)
|
(42
|
)
|
|||
Provision for income taxes on discontinued operations
|
62
|
|
(191
|
)
|
(67
|
)
|
|||
Income from discontinued operations, net of tax
|
$
|
322
|
|
$
|
(884
|
)
|
$
|
25
|
|
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
35
|
|
14
|
|
15
|
|
|||
Income from discontinued operations attributable to DuPont stockholders, net of tax
|
$
|
287
|
|
$
|
(898
|
)
|
$
|
10
|
|
In millions
|
2019
|
2018
|
2017
|
||||||
Depreciation and amortization
|
$
|
385
|
|
$
|
913
|
|
$
|
420
|
|
Capital expenditures
|
$
|
383
|
|
$
|
531
|
|
$
|
269
|
|
Results of Operations of Historical EID's Divested Ag Business
|
Period Ended
|
||
In millions
|
September 1 -
December 31, 2017 1
|
||
Net sales
|
$
|
199
|
|
Cost of sales
|
194
|
|
|
Research and development expenses
|
30
|
|
|
Selling, general and administrative expenses 2
|
102
|
|
|
Restructuring and asset related charges - net
|
(1
|
)
|
|
Sundry income (expense) - net
|
(1
|
)
|
|
Income (loss) from discontinued operations before income taxes
|
$
|
(127
|
)
|
Benefit from income taxes on discontinued operations
|
(50
|
)
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
(77
|
)
|
1.
|
The Divested Ag Business was disposed of on November 1, 2017.
|
2.
|
Includes $44 million of transaction costs associated with the disposal of the Divested Ag Business.
|
(In millions) For the years ended December 31,
|
2019
|
2018
|
2017
|
||||||
Integration and separation costs
|
$
|
1,342
|
|
$
|
1,887
|
|
$
|
1,007
|
|
•
|
Realigned its product lines within Nutrition & Biosciences as Food & Beverage, Health & Biosciences, and Pharma Solutions;
|
•
|
Renamed its product lines within Transportation & Industrial (formerly known as Transportation & Advanced Polymers) as Mobility Solutions, Healthcare & Specialty, and Industrial & Consumer (formerly known as Engineering Polymers, Performance Solutions, and Performance Resins, respectively); and
|
•
|
Realigned and renamed its product lines within Safety & Construction as Safety Solutions, Shelter Solutions, and Water Solutions.
|
1.
|
The Sustainable Solutions business was divested in third quarter of 2019. Refer to Note 4 for additional information.
|
Contract Balances
|
December 31, 2019
|
December 31, 2018
|
||||
In millions
|
||||||
Accounts and notes receivable - trade 1
|
$
|
3,007
|
|
$
|
2,960
|
|
Contract assets - current 2
|
$
|
35
|
|
$
|
48
|
|
Deferred revenue - current 3
|
$
|
69
|
|
$
|
71
|
|
Deferred revenue - noncurrent 4
|
$
|
34
|
|
$
|
7
|
|
1.
|
Included in "Accounts and notes receivable - net" in the Consolidated Balance Sheets.
|
2.
|
Included in "Other current 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.
|
In millions
|
For the Year Ended
December 31, 2019 |
||
Severance and related benefit costs
|
$
|
104
|
|
Asset related charges
|
34
|
|
|
Total restructuring and asset related charges - net
|
$
|
138
|
|
2019 Restructuring Program Charges by Segment
|
For the Year Ended
December 31, 2019
|
||
In millions
|
|||
Electronics & Imaging
|
$
|
47
|
|
Nutrition & Biosciences
|
20
|
|
|
Transportation & Industrial
|
19
|
|
|
Safety & Construction
|
25
|
|
|
Non-Core
|
4
|
|
|
Corporate
|
23
|
|
|
Total
|
$
|
138
|
|
2019 Restructuring Program
|
Severance and Related Benefit Costs
|
Asset Related Charges
|
Total
|
||||||
In millions
|
|||||||||
Reserve balance at December 31, 2018
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2019 restructuring charges
|
104
|
|
34
|
|
138
|
|
|||
Charges against the reserve
|
—
|
|
(34
|
)
|
(34
|
)
|
|||
Cash payments
|
(18
|
)
|
—
|
|
(18
|
)
|
|||
Reserve balance at December 31, 2019
|
$
|
86
|
|
$
|
—
|
|
$
|
86
|
|
In millions
|
2019
|
2018
|
2017
|
||||||
Severance and related benefit costs
|
$
|
46
|
|
$
|
97
|
|
$
|
72
|
|
Contract termination charges
|
17
|
|
12
|
|
32
|
|
|||
Asset related charges
|
54
|
|
42
|
|
113
|
|
|||
Total restructuring and asset related charges - net1
|
$
|
117
|
|
$
|
151
|
|
$
|
217
|
|
1.
|
The charge for the years ended December 31, 2019 and 2018 includes $113 million and $147 million which was recognized in "Restructuring and asset related charges - net" and $4 million and $4 million which was recognized in "Equity in earnings of nonconsolidated affiliates" in the Consolidated Statements of Operations. The charge for the year ended December 31, 2017 was recognized in "Restructuring and asset related charges - net".
|
1.
|
Severance and related benefit costs were recorded at Corporate.
|
DowDuPont Cost Synergy Program
|
Severance and Related Benefit Costs
|
Contract Termination Charges
|
Asset Related Charges
|
Total
|
||||||||
In millions
|
||||||||||||
Reserve balance at December 31, 2018
|
$
|
126
|
|
$
|
16
|
|
$
|
—
|
|
$
|
142
|
|
2019 restructuring charges
|
46
|
|
17
|
|
54
|
|
117
|
|
||||
Charges against the reserve
|
—
|
|
—
|
|
(54
|
)
|
(54
|
)
|
||||
Cash payments
|
(98
|
)
|
(31
|
)
|
—
|
|
(129
|
)
|
||||
Reserve balance at December 31, 2019
|
$
|
74
|
|
$
|
2
|
|
$
|
—
|
|
$
|
76
|
|
Sundry Income (Expense) - Net
|
|
||||||||
In millions
|
2019
|
2018
|
2017
|
||||||
Non-operating pension and other post employment benefit (credits)
|
$
|
74
|
|
$
|
96
|
|
$
|
35
|
|
Interest income
|
55
|
|
39
|
|
6
|
|
|||
Net gain (loss) on sales of other assets and investments 1
|
157
|
|
8
|
|
65
|
|
|||
Foreign exchange (losses) gains, net 2
|
(110
|
)
|
(93
|
)
|
(54
|
)
|
|||
Net loss on divestiture and changes in joint venture ownership
|
—
|
|
(41
|
)
|
—
|
|
|||
Miscellaneous income (expenses) - net 3
|
(23
|
)
|
83
|
|
14
|
|
|||
Sundry income (expense) - net
|
$
|
153
|
|
$
|
92
|
|
$
|
66
|
|
1.
|
The year ended December 31, 2019 includes income of $92 million, related to a sale of assets within the Electronics & Imaging segment and as well as a gain of $28 million related to the sale of the Sustainable Solutions business unit within the Non-Core segment.
|
2.
|
Includes a $50 million foreign exchange loss for the year ended December 31, 2018 related to adjustments to Historical EID's foreign currency exchange contracts as a result of U.S. tax reform.
|
3.
|
Miscellaneous income and expenses - net, for the year ended December 31, 2019 includes a $48 million charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement and a $74 million charge related to tax indemnifications, primarily associated with an adjustment to a one-time transition tax liability required by the Tax Cuts and Jobs Act of 2017, which were recorded in accordance with the Amended and Restated Tax Matters Agreement. These charges were offset by various indemnification and lease income amounts. The miscellaneous income for the year ended 2018 primarily relates to legal settlements.
|
•
|
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 prior years, the Company recorded a cumulative benefit of $2,784 million ($118 million benefit in 2018 and $2,666 million benefit in 2017) to “Provision (Credit) for income taxes on continuing operations” in the Consolidated Statements of Operations with respect to the remeasurement of the Company's deferred tax balances.
|
•
|
The Act required a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits (“E&P”), which results in a one-time transition tax. The Company recorded a cumulative net charge of $1,574 million ($65 million benefit in 2019, $59 million charge in 2018, and $1,580 million charge in 2017) to "Provision (Credit) for income taxes on continuing operations" with respect to the one-time transition tax.
|
•
|
In the year ended December 31, 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."
|
Geographic Allocation of (Loss) Income and Provision for (Benefit from) Income Taxes
|
2019
|
2018
|
2017
|
||||||
(In millions)
|
|||||||||
Income (Loss) from continuing operations before income taxes
|
|
|
|
||||||
Domestic
|
$
|
(2,007
|
)
|
$
|
(985
|
)
|
$
|
(1,682
|
)
|
Foreign
|
1,533
|
|
1,585
|
|
157
|
|
|||
(Loss) Income from continuing operations before income taxes
|
$
|
(474
|
)
|
$
|
600
|
|
$
|
(1,525
|
)
|
Current tax expense (benefit)
|
|
|
|
||||||
Federal
|
$
|
22
|
|
$
|
401
|
|
$
|
(379
|
)
|
State and local
|
5
|
|
9
|
|
(52
|
)
|
|||
Foreign
|
591
|
|
452
|
|
146
|
|
|||
Total current tax expense
|
$
|
618
|
|
$
|
862
|
|
$
|
(285
|
)
|
Deferred tax (benefit) expense
|
|
|
|
||||||
Federal
|
$
|
(598
|
)
|
$
|
(560
|
)
|
$
|
(1,385
|
)
|
State and local
|
172
|
|
(53
|
)
|
36
|
|
|||
Foreign
|
(52
|
)
|
(54
|
)
|
(124
|
)
|
|||
Total deferred tax expense (benefit)
|
$
|
(478
|
)
|
$
|
(667
|
)
|
$
|
(1,473
|
)
|
Provision for (benefit from) income taxes on continuing operations
|
140
|
|
195
|
|
(1,758
|
)
|
|||
Net income (loss) from continuing operations
|
$
|
(614
|
)
|
$
|
405
|
|
$
|
233
|
|
Reconciliation to U.S. Statutory Rate
|
2019
|
2018
|
2017
|
|||
Statutory U.S. federal income tax rate
|
21.0
|
%
|
21.0
|
%
|
35.0
|
%
|
Equity earning effect
|
1.3
|
|
(1.0
|
)
|
0.2
|
|
Foreign income taxed at rates other than the statutory U.S. federal income tax rate
|
3.4
|
|
(5.2
|
)
|
2.4
|
|
U.S. tax effect of foreign earnings and dividends
|
(4.3
|
)
|
(3.4
|
)
|
(2.6
|
)
|
Unrecognized tax benefits
|
(10.0
|
)
|
(0.8
|
)
|
—
|
|
Acquisitions, divestitures and ownership restructuring activities 1, 2
|
30.3
|
|
6.2
|
|
16.6
|
|
Exchange gains/losses 3
|
(4.4
|
)
|
0.9
|
|
(5.9
|
)
|
Impact of Enactment of U.S. Tax Reform 4
|
10.8
|
|
(0.5
|
)
|
71.2
|
|
State and local income taxes
|
(33.2
|
)
|
4.1
|
|
2.5
|
|
Change in valuation allowance
|
(6.8
|
)
|
5.2
|
|
(0.6
|
)
|
Goodwill impairment
|
(51.2
|
)
|
—
|
|
—
|
|
Excess tax benefits from stock-based compensation
|
0.1
|
|
(1.4
|
)
|
0.2
|
|
Other - net 5
|
13.5
|
|
7.5
|
|
(3.7
|
)
|
Effective tax rate
|
(29.5
|
)%
|
32.6
|
%
|
115.3
|
%
|
1.
|
See Notes 3 and 4 for additional information.
|
2.
|
Includes a net tax benefit of $102 million, a net tax charge of $25 million and a net tax benefit of $261 million related to internal entity restructuring for the years ended December 31, 2019, 2018 and 2017, respectively.
|
3.
|
Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized. Further information about the Company's foreign currency hedging program is included in Note 22 under the heading Foreign Currency Risk.
|
4.
|
Includes a net tax benefit of $65 million relating to the Company's change in estimate with respect to the portion of the one time transition tax for the taxable year ending December 31, 2018 for Historical Dow.
|
5.
|
Includes a net tax benefit of $41 million in the year ended December 31, 2019 related to certain tax benefits for positions taken on items from prior years.
|
Deferred Tax Balances at December 31,
|
2019
|
2018
|
||||
(In millions)
|
||||||
Deferred tax assets:
|
|
|
||||
Tax loss and credit carryforwards 1
|
$
|
776
|
|
$
|
678
|
|
Pension and postretirement benefit obligations
|
245
|
|
293
|
|
||
Other accruals and reserves
|
65
|
|
120
|
|
||
Other – net
|
169
|
|
20
|
|
||
Gross deferred tax assets
|
$
|
1,255
|
|
$
|
1,111
|
|
Valuation allowances 1
|
(634
|
)
|
(593
|
)
|
||
Total deferred tax assets
|
$
|
621
|
|
$
|
518
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
||||
Unrealized exchange gains (losses), net
|
$
|
(1
|
)
|
$
|
(1
|
)
|
Inventory
|
(9
|
)
|
(25
|
)
|
||
Investments
|
(341
|
)
|
(457
|
)
|
||
Property
|
(796
|
)
|
(792
|
)
|
||
Intangibles
|
(2,752
|
)
|
(2,977
|
)
|
||
Total deferred tax liabilities
|
$
|
(3,899
|
)
|
$
|
(4,252
|
)
|
Total net deferred tax liability
|
$
|
(3,278
|
)
|
$
|
(3,734
|
)
|
1.
|
Primarily related to recorded tax benefits and the realization of tax loss and carryforwards from operations in the United States, Luxembourg and Asia Pacific.
|
Operating Loss and Tax Credit Carryforwards
|
Deferred Tax Asset
|
|||||
(In millions)
|
2019
|
2018
|
||||
Operating loss carryforwards
|
|
|
||||
Expire within 5 years
|
$
|
43
|
|
$
|
22
|
|
Expire after 5 years or indefinite expiration
|
602
|
|
624
|
|
||
Total operating loss carryforwards
|
$
|
645
|
|
$
|
646
|
|
Tax credit carryforwards
|
|
|
||||
Expire within 5 years
|
$
|
8
|
|
$
|
3
|
|
Expire after 5 years or indefinite expiration
|
123
|
|
29
|
|
||
Total tax credit carryforwards
|
$
|
131
|
|
$
|
32
|
|
Total Operating Loss and Tax Credit Carryforwards
|
$
|
776
|
|
$
|
678
|
|
Total Gross Unrecognized Tax Benefits
|
2019
|
2018
|
2017
|
||||||
(In millions)
|
|||||||||
Total unrecognized tax benefits at January 1,
|
$
|
1,062
|
|
$
|
994
|
|
$
|
231
|
|
Decreases related to positions taken on items from prior years
|
(149
|
)
|
(51
|
)
|
(6
|
)
|
|||
Increases related to positions taken on items from prior years
|
53
|
|
142
|
|
46
|
|
|||
Increases related to positions taken in the current year 1
|
57
|
|
11
|
|
747
|
|
|||
Settlement of uncertain tax positions with tax authorities
|
—
|
|
(13
|
)
|
(11
|
)
|
|||
Decreases due to expiration of statutes of limitations
|
—
|
|
(6
|
)
|
(14
|
)
|
|||
Exchange (gain) loss
|
(3
|
)
|
(15
|
)
|
1
|
|
|||
Spin-offs of Dow and Corteva
|
(652
|
)
|
—
|
|
—
|
|
|||
Total unrecognized tax benefits at December 31, 2
|
$
|
368
|
|
$
|
1,062
|
|
$
|
994
|
|
Total unrecognized tax benefits that, if recognized, would impact the effective tax rate of continuing operations
|
$
|
196
|
|
$
|
148
|
|
$
|
210
|
|
Total amount of interest and penalties (benefit) recognized in "Provision for (benefit from) income taxes on continuing operations"
|
$
|
9
|
|
$
|
1
|
|
$
|
1
|
|
Total accrual for interest and penalties associated with unrecognized tax benefits
|
$
|
12
|
|
$
|
154
|
|
$
|
157
|
|
1.
|
The 2017 balance includes $709 million assumed in the Merger.
|
2.
|
Total unrecognized tax benefits at December 31, 2018 and 2017 include $758 million and $722 million of benefits related to discontinued operations.
|
Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2019
|
Earliest Open Year
|
Jurisdiction
|
|
Brazil
|
2015
|
Canada
|
2015
|
China
|
2010
|
Denmark
|
2014
|
Germany
|
2010
|
Japan
|
2013
|
The Netherlands
|
2014
|
Switzerland
|
2015
|
United States:
|
|
Federal income tax 1
|
2012
|
State and local income tax
|
2007
|
Net Income for Earnings Per Share Calculations - Basic & Diluted
In millions
|
2019
|
2018
|
2017
|
||||||
(Loss) Income from continuing operations, net of tax
|
$
|
(614
|
)
|
$
|
405
|
|
$
|
233
|
|
Net income from continuing operations attributable to noncontrolling interests
|
30
|
|
39
|
|
16
|
|
|||
Net income from continuing operations attributable to participating
securities 1
|
1
|
|
17
|
|
13
|
|
|||
(Loss) Income from continuing operations attributable to common stockholders
|
$
|
(645
|
)
|
$
|
349
|
|
$
|
204
|
|
Income from discontinued operations, net of tax
|
1,214
|
|
3,595
|
|
1,058
|
|
|||
Net income from discontinued operations attributable to noncontrolling interests
|
72
|
|
116
|
|
116
|
|
|||
Income from discontinued operations attributable to common stockholders
|
1,142
|
|
3,479
|
|
942
|
|
|||
Net income attributable to common stockholders
|
$
|
497
|
|
$
|
3,828
|
|
$
|
1,146
|
|
Earnings Per Share Calculations - Basic
Dollars per share
|
2019
|
2018
|
2017
|
||||||
(Loss) Income from continuing operations attributable to common stockholders
|
$
|
(0.86
|
)
|
$
|
0.46
|
|
$
|
0.39
|
|
Income from discontinued operations attributable to common stockholders
|
1.53
|
|
4.54
|
|
1.79
|
|
|||
Net income attributable to common stockholders 2
|
$
|
0.67
|
|
$
|
4.99
|
|
$
|
2.18
|
|
Earnings Per Share Calculations - Diluted
Dollars per share
|
2019
|
2018
|
2017
|
||||||
(Loss) Income from continuing operations attributable to common stockholders
|
$
|
(0.86
|
)
|
$
|
0.45
|
|
$
|
0.38
|
|
Income from discontinued operations attributable to common stockholders
|
1.53
|
|
4.51
|
|
1.77
|
|
|||
Net income attributable to common stockholders 2
|
$
|
0.67
|
|
$
|
4.96
|
|
$
|
2.15
|
|
Share Count Information
Shares in Millions
|
2019
|
2018
|
2017
|
|||
Weighted-average common shares - basic 3
|
746.3
|
|
767.0
|
|
526.6
|
|
Plus dilutive effect of equity compensation plans 3
|
—
|
|
4.8
|
|
6.1
|
|
Weighted-average common shares - diluted 3
|
746.3
|
|
771.8
|
|
532.7
|
|
Stock options and restricted stock units excluded from EPS calculations 4
|
3.3
|
|
3.2
|
|
0.5
|
|
In millions
|
December 31, 2019
|
December 31, 2018
|
||||
Accounts receivable – trade 1
|
$
|
2,954
|
|
$
|
2,891
|
|
Notes receivable – trade
|
53
|
|
69
|
|
||
Other 2
|
795
|
|
431
|
|
||
Total accounts and notes receivable - net
|
$
|
3,802
|
|
$
|
3,391
|
|
1.
|
Accounts receivable – trade is net of allowances of $9 million at December 31, 2019 and $10 million at December 31, 2018. Allowances are equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.
|
2.
|
Other includes receivables in relation to value added tax, fair value of derivative instruments, indemnification assets, and general sales tax and other taxes. No individual group represents more than ten percent of total receivables.
|
Inventories
|
December 31, 2019
|
December 31, 2018
|
||||
In millions
|
||||||
Finished goods
|
$
|
2,621
|
|
$
|
2,495
|
|
Work in process
|
855
|
|
833
|
|
||
Raw materials
|
599
|
|
560
|
|
||
Supplies
|
244
|
|
219
|
|
||
Total inventories
|
$
|
4,319
|
|
$
|
4,107
|
|
Consolidated Statement of Operations
|
For the Year Ended December 31, 2017
|
||||||||
In millions
|
As Computed under LIFO
|
As Computed under Average Cost
|
Effect of Change
|
||||||
Cost of sales
|
$
|
9,158
|
|
$
|
9,558
|
|
$
|
400
|
|
Benefit from income taxes on continuing operations
|
$
|
(1,659
|
)
|
$
|
(1,758
|
)
|
$
|
(99
|
)
|
Income from continuing operations, net of tax
|
$
|
534
|
|
$
|
233
|
|
$
|
(301
|
)
|
Consolidated Statement of Operations
|
For the Year Ended December 31, 2018
|
||||||||
In millions
|
As Computed under LIFO
|
As Computed under Average Cost
|
Effect of Change
|
||||||
Cost of sales
|
$
|
15,308
|
|
$
|
15,302
|
|
$
|
(6
|
)
|
Provision for income taxes on continuing operations
|
$
|
190
|
|
$
|
195
|
|
$
|
5
|
|
Income from continuing operations, net of tax
|
$
|
404
|
|
$
|
405
|
|
$
|
1
|
|
Consolidated Balance Sheet
|
December 31, 2018
|
||||||||
In millions
|
As Computed under LIFO
|
As Computed under Average Cost
|
Effect of Change
|
||||||
Inventories
|
$
|
4,472
|
|
$
|
4,107
|
|
$
|
(365
|
)
|
Deferred income tax liabilities
|
$
|
3,998
|
|
$
|
3,912
|
|
$
|
(86
|
)
|
Retained earnings
|
$
|
30,536
|
|
$
|
30,257
|
|
$
|
(279
|
)
|
Consolidated Statement of Operations
|
For the Year Ended December 31, 2019
|
||||||||
In millions
|
As Computed under LIFO
|
As Reported under Average Cost
|
Effect of Change
|
||||||
Cost of sales
|
$
|
14,058
|
|
$
|
14,056
|
|
$
|
(2
|
)
|
Provision for income taxes on continuing operations
|
$
|
139
|
|
$
|
140
|
|
$
|
1
|
|
Loss from continuing operations, net of tax
|
$
|
(615
|
)
|
$
|
(614
|
)
|
$
|
1
|
|
Consolidated Balance Sheet
|
December 31, 2019
|
||||||||
In millions
|
As Computed under LIFO
|
As Reported under Average Cost
|
Effect of Change
|
||||||
Inventories
|
$
|
4,702
|
|
$
|
4,319
|
|
$
|
(383
|
)
|
Deferred income tax liabilities
|
$
|
3,604
|
|
$
|
3,514
|
|
$
|
(90
|
)
|
Accumulated deficit
|
$
|
(8,107
|
)
|
$
|
(8,400
|
)
|
$
|
(293
|
)
|
|
Estimated Useful Lives (Years)
|
December 31, 2019
|
December 31, 2018
|
||||||
In millions
|
|||||||||
Land and land improvements
|
1
|
-
|
25
|
$
|
798
|
|
$
|
944
|
|
Buildings
|
1
|
-
|
40
|
2,775
|
|
2,581
|
|
||
Machinery, equipment, and other
|
1
|
-
|
25
|
9,887
|
|
9,133
|
|
||
Construction in progress
|
|
|
|
1,652
|
|
1,458
|
|
||
Total property, plant and equipment
|
|
|
|
$
|
15,112
|
|
$
|
14,116
|
|
Total accumulated depreciation
|
|
|
|
$
|
4,969
|
|
$
|
4,199
|
|
Total property, plant and equipment - net
|
|
|
|
$
|
10,143
|
|
$
|
9,917
|
|
In millions
|
2019
|
2018
|
2017
|
||||||
Depreciation expense
|
$
|
1,016
|
|
$
|
1,126
|
|
$
|
555
|
|
Investments in Nonconsolidated Affiliates at December 31,
|
2019
|
2018
|
||||
In millions
|
||||||
Investment in nonconsolidated affiliates
|
$
|
1,204
|
|
$
|
1,745
|
|
Accrued and other current liabilities
|
(85
|
)
|
(81
|
)
|
||
Other noncurrent obligations
|
(358
|
)
|
(495
|
)
|
||
Net investment in nonconsolidated affiliates
|
$
|
761
|
|
$
|
1,169
|
|
Dividends Received from Nonconsolidated Affiliates
|
2019
|
2018
|
2017
|
|||||||
In millions
|
||||||||||
Dividends from nonconsolidated affiliates
|
$
|
191
|
|
$
|
318
|
|
$
|
237
|
|
1.
|
DC HSC Holdings LLC holds an 80.5 percent percent indirect ownership interest in Hemlock Semiconductor Operations LLC.
|
Investment in the HSC Group at December 31,
|
|
Investment
|
|||||
In millions
|
Balance Sheet Classification
|
2019
|
2018
|
||||
Hemlock Semiconductor L.L.C.
|
Other noncurrent obligations
|
$
|
(358
|
)
|
$
|
(495
|
)
|
DC HSC Holdings LLC
|
Investment in nonconsolidated affiliates
|
$
|
87
|
|
$
|
535
|
|
Equity Earnings in the HSC Group
|
2019
|
2018
|
2017
|
|||||||
In millions
|
||||||||||
Equity in earnings
|
$
|
29
|
|
$
|
389
|
|
$
|
354
|
|
Summarized Balance Sheet Information at December 31,
|
2019
|
2018
|
||||||
In millions
|
||||||||
Current assets
|
$
|
1,011
|
|
$
|
1,184
|
|
||
Noncurrent assets
|
420
|
|
1,424
|
|
||||
Total assets
|
$
|
1,431
|
|
$
|
2,608
|
|
||
Current liabilities
|
$
|
415
|
|
$
|
543
|
|
||
Noncurrent liabilities
|
1,515
|
|
1,719
|
|
||||
Total liabilities
|
$
|
1,930
|
|
$
|
2,262
|
|
||
Noncontrolling interests
|
$
|
42
|
|
$
|
259
|
|
Summarized Income Statement Information
|
2019
|
2018
|
2017
|
||||||
In millions
|
|||||||||
Revenues 1
|
$
|
779
|
|
$
|
1,158
|
|
$
|
1,716
|
|
Costs of sales 1
|
$
|
512
|
|
$
|
686
|
|
$
|
1,247
|
|
(Loss) Income from continuing operations before income taxes 2
|
$
|
(116
|
)
|
$
|
787
|
|
$
|
771
|
|
Net income
|
$
|
51
|
|
$
|
750
|
|
$
|
744
|
|
1.
|
Includes sales and cost of sales of $112 million, $206 million, and $312 million for 2019, 2018, and 2017, respectively, that have not been eliminated between Hemlock Semiconductor L.L.C and DC HSC Holdings in the presentation of the summarized income statement information above.
|
2.
|
2019 includes asset impairment charges of approximately $1,170 million, primarily related to fixed assets and inventory, offset partially by benefits associated with customer contract settlements of approximately $820 million recorded as other operating income/expense, net. 2018 and 2017 includes customer contract settlements of approximately $460 million and $430 million, respectively.
|
Summarized Income Statement Information
|
2019
|
2018
|
2017
|
||||||
In millions
|
|||||||||
Revenues
|
$
|
882
|
|
$
|
1,285
|
|
$
|
624
|
|
Costs of sales
|
$
|
680
|
|
$
|
970
|
|
$
|
473
|
|
Income from continuing operations before income taxes
|
$
|
110
|
|
$
|
154
|
|
$
|
73
|
|
Net income
|
$
|
93
|
|
$
|
135
|
|
$
|
64
|
|
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Const.
|
Non-Core
|
Total
|
||||||||||||
In millions
|
||||||||||||||||||
Balance at December 31, 2017
|
$
|
7,100
|
|
$
|
12,560
|
|
$
|
6,870
|
|
$
|
6,595
|
|
$
|
1,695
|
|
$
|
34,820
|
|
Measurement period adjustments - Merger
|
57
|
|
(115
|
)
|
162
|
|
198
|
|
(86
|
)
|
216
|
|
||||||
Measurement period adjustments - H&N Business 1
|
—
|
|
14
|
|
—
|
|
—
|
|
—
|
|
14
|
|
||||||
Currency Translation Adjustment
|
(44
|
)
|
(350
|
)
|
(65
|
)
|
(85
|
)
|
—
|
|
(544
|
)
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
(10
|
)
|
||||||
Balance at December 31, 2018 2
|
$
|
7,113
|
|
$
|
12,109
|
|
$
|
6,967
|
|
$
|
6,698
|
|
$
|
1,609
|
|
$
|
34,496
|
|
Impairments
|
—
|
|
(933
|
)
|
—
|
|
—
|
|
(242
|
)
|
(1,175
|
)
|
||||||
Goodwill Recognized for S&C Acquisitions
|
—
|
|
—
|
|
—
|
|
54
|
|
—
|
|
54
|
|
||||||
Currency Translation Adjustment
|
(21
|
)
|
(127
|
)
|
(36
|
)
|
(41
|
)
|
—
|
|
(225
|
)
|
||||||
Other
|
—
|
|
(37
|
)
|
—
|
|
—
|
|
38
|
|
1
|
|
||||||
Balance at December 31, 2019
|
$
|
7,092
|
|
$
|
11,012
|
|
$
|
6,931
|
|
$
|
6,711
|
|
$
|
1,405
|
|
$
|
33,151
|
|
1.
|
On November 1, 2017, Historical EID acquired FMC's H&N Business. The excess of the consideration for the H&N Business over the net fair value of assets acquired and liabilities assumed resulted in the recognition of $732 million of goodwill, of which $14 million was recorded in 2018 as a measurement period adjustment.
|
2.
|
The prior year amounts have been revised for a reclassification of allocated goodwill between reporting units.
|
|
December 31, 2019
|
December 31, 2018
|
||||||||||||||||
In millions
|
Gross
Carrying
Amount
|
Accum Amort
|
Net
|
Gross Carrying Amount
|
Accum Amort
|
Net
|
||||||||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
||||||||||||
Developed technology
|
$
|
4,343
|
|
$
|
(1,361
|
)
|
$
|
2,982
|
|
$
|
4,362
|
|
$
|
(1,010
|
)
|
$
|
3,352
|
|
Trademarks/tradenames 1
|
2,433
|
|
(455
|
)
|
1,978
|
|
1,245
|
|
(328
|
)
|
917
|
|
||||||
Customer-related
|
8,986
|
|
(2,229
|
)
|
6,757
|
|
9,029
|
|
(1,720
|
)
|
7,309
|
|
||||||
Other
|
303
|
|
(98
|
)
|
205
|
|
306
|
|
(114
|
)
|
192
|
|
||||||
Total other intangible assets with finite lives
|
$
|
16,065
|
|
$
|
(4,143
|
)
|
$
|
11,922
|
|
$
|
14,942
|
|
$
|
(3,172
|
)
|
$
|
11,770
|
|
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
||||||||||||
IPR&D
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
15
|
|
$
|
—
|
|
$
|
15
|
|
Trademarks/tradenames 1
|
1,671
|
|
—
|
|
1,671
|
|
2,870
|
|
—
|
|
2,870
|
|
||||||
Total other intangible assets
|
$
|
1,671
|
|
$
|
—
|
|
$
|
1,671
|
|
$
|
2,885
|
|
$
|
—
|
|
$
|
2,885
|
|
Total
|
$
|
17,736
|
|
$
|
(4,143
|
)
|
$
|
13,593
|
|
$
|
17,827
|
|
$
|
(3,172
|
)
|
$
|
14,655
|
|
1.
|
During the fourth quarter of 2019, the Company entered into a definitive agreement to separate the N&B Business. As a result of the announcement, the Company reclassified $1.2 billion of indefinite-lived tradenames to definite-lived tradenames.
|
Net Intangibles by Segment
|
December 31, 2019
|
December 31, 2018 1
|
||||
In millions
|
||||||
Electronics & Imaging
|
$
|
1,833
|
|
$
|
2,046
|
|
Nutrition & Biosciences
|
4,377
|
|
4,771
|
|
||
Transportation & Industrial
|
3,590
|
|
3,833
|
|
||
Safety & Construction
|
3,082
|
|
3,244
|
|
||
Non-Core
|
711
|
|
761
|
|
||
Total
|
$
|
13,593
|
|
$
|
14,655
|
|
1.
|
The prior year amounts reflect a reclassification of allocated intangibles between reporting segments.
|
Amortization Expense
|
2019
|
2018
|
2017
|
||||||
In millions
|
|||||||||
Other intangible assets
|
$
|
1,050
|
|
$
|
1,044
|
|
$
|
505
|
|
Estimated Amortization Expense
|
|
||
In millions
|
|
||
2020
|
$
|
2,131
|
|
2021
|
$
|
1,010
|
|
2022
|
$
|
991
|
|
2023
|
$
|
954
|
|
2024
|
$
|
853
|
|
Short-term borrowings and finance lease obligations
|
|
|
||||
In millions
|
December 31, 2019
|
December 31, 2018
|
||||
Commercial paper
|
$
|
1,829
|
|
$
|
—
|
|
Notes payable to banks and other lenders
|
—
|
|
4
|
|
||
Long-term debt due within one year 1,2
|
2,001
|
|
11
|
|
||
Total short-term borrowings and finance lease obligations
|
$
|
3,830
|
|
$
|
15
|
|
1.
|
Presented net of current portion of unamortized debt issuance costs.
|
Long-Term Debt
|
December 31, 2019
|
December 31, 2018
|
||||||||
In millions
|
Amount
|
Weighted Average Rate
|
Amount
|
Weighted Average Rate
|
||||||
Promissory notes and debentures:
|
|
|
|
|
||||||
Final maturity 2020
|
$
|
2,000
|
|
3.48
|
%
|
$
|
2,000
|
|
3.68
|
%
|
Final maturity 2023
|
2,800
|
|
4.08
|
%
|
2,800
|
|
4.16
|
%
|
||
Final maturity 2024 and thereafter
|
7,900
|
|
4.98
|
%
|
7,900
|
|
4.98
|
%
|
||
Other facilities:
|
|
|
|
|
||||||
Term loan due 2022
|
3,000
|
|
2.86
|
%
|
—
|
|
—
|
%
|
||
Other loans
|
10
|
|
4.20
|
%
|
14
|
|
4.32
|
%
|
||
Finance lease obligations
|
3
|
|
|
25
|
|
|
||||
Less: Unamortized debt discount and issuance costs
|
95
|
|
|
104
|
|
|
||||
Less: Long-term debt due within one year 1, 2
|
2,001
|
|
|
11
|
|
|
||||
Total
|
$
|
13,617
|
|
|
$
|
12,624
|
|
|
1.
|
Presented net of current portion of unamortized debt issuance costs.
|
2.
|
Includes finance lease obligations of $1 million due within one year.
|
Maturities of Long-Term Debt for Next Five Years at December 31, 2019
|
Total
|
||
In millions
|
|||
2020
|
$
|
2,005
|
|
2021
|
$
|
5
|
|
2022
|
$
|
3,003
|
|
2023
|
$
|
2,800
|
|
2024
|
$
|
—
|
|
•
|
Generally, indemnifiable losses as defined in the Separation and Distribution Agreement, (“Indemnifiable Losses”) for Stray Liabilities, to the extent they do not arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS, defined below, (“Non-PFAS Stray Liabilities”) that are known as of April 1, 2019 are borne by Corteva up to a specified amount set forth in the schedules to the Separation and Distribution Agreement and/or Letter Agreement. Non-PFAS Stray Liabilities in excess of such specified amounts and any Non-PFAS Stray Liabilities not listed in the schedules to the Separation and Distribution Agreement or Letter Agreement are borne by Corteva and/or DuPont up to separate, aggregate thresholds of $200 million each to the extent Corteva or DuPont, as applicable, incurs an Indemnifiable Loss. Once Corteva’s or DuPont’s $200 million threshold is met, the other
|
•
|
Generally, Corteva and the Company will each bear 50 percent of the first $300 million (up to $150 million each) for Indemnifiable Losses arising out of actions to the extent related to or resulting from the development, testing, manufacture or sale of per- or polyfluoroalkyl substances, which include collectively perfluorooctanoic acids and its salts (“PFOA”), perfluorooctanesulfonic acid (“PFOS”) and perfluorinated chemicals and compounds (“PFCs”) (all such substances, “PFAS” and such Stray Liabilities referred to as “PFAS Stray Liabilities”). Indemnifiable Losses to the extent related to PFAS Stray Liabilities in excess of $300 million generally will be borne 71 percent by the Company and 29 percent by Corteva, unless either Corteva or DuPont has met its $200 million threshold. In that event, the other company would bear all PFAS Stray Liabilities until that company meets its $200 million threshold, at which point DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.
|
•
|
Indemnifiable Losses incurred by the companies in relation to PFAS Stray Liabilities up to $300 million (e.g., up to $150 million each) will be applied to each company’s respective $200 million threshold.
|
Guarantees at December 31, 2019
|
Final Expiration Year
|
Maximum Future Payments
|
||
In millions
|
||||
Obligations for customers 1:
|
|
|
||
Bank borrowings
|
2020
|
$
|
22
|
|
Obligations for non-consolidated affiliates2:
|
|
|
||
Bank borrowings
|
2020
|
165
|
|
|
Total guarantees
|
|
$
|
187
|
|
In millions
|
2019
|
||
Operating lease cost
|
$
|
182
|
|
Finance lease cost
|
|
||
Amortization of right-of-use assets
|
4
|
|
|
Interest on lease liabilities
|
—
|
|
|
Total finance lease cost
|
$
|
4
|
|
Short-term lease cost
|
5
|
|
|
Variable lease cost
|
22
|
|
|
Less: Sublease income
|
23
|
|
|
Total lease cost
|
$
|
190
|
|
In millions
|
December 31, 2019
|
||
Operating Leases
|
|
|
|
Operating lease right-of-use assets1
|
$
|
556
|
|
Current operating lease liabilities2
|
138
|
|
|
Noncurrent operating lease liabilities3
|
416
|
|
|
Total operating lease liabilities
|
$
|
554
|
|
|
|
||
Finance Leases
|
|
|
|
Property, plant, and equipment, gross
|
$
|
13
|
|
Accumulated depreciation
|
6
|
|
|
Property, plant, and equipment, net
|
$
|
7
|
|
Short-term borrowings and finance lease obligations
|
$
|
1
|
|
Long-Term Debt
|
2
|
|
|
Total finance lease liabilities
|
$
|
3
|
|
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
|
December 31, 2019
|
|
Weighted-average remaining lease term (years)
|
|
|
Operating leases
|
7.18
|
|
Finance leases
|
4.52
|
|
Weighted average discount rate
|
|
|
Operating leases
|
3.28
|
%
|
Finance leases
|
3.35
|
%
|
Minimum Lease Commitments at December 31, 2018
|
|||
In millions
|
|||
2019
|
$
|
654
|
|
2020
|
497
|
|
|
2021
|
418
|
|
|
2022
|
363
|
|
|
2023
|
297
|
|
|
2024 and thereafter
|
1,063
|
|
|
Total
|
$
|
3,292
|
|
Total minimum lease commitments from discontinued operations
|
2,980
|
|
|
Total minimum lease commitments from continuing operations
|
$
|
312
|
|
Shares of Historical Dow Common Stock 1
|
Issued
|
Held in Treasury
|
||
In thousands
|
||||
Balance at January 1, 2017
|
414,265
|
|
10,554
|
|
Issued 2
|
—
|
|
(4,732
|
)
|
Converted to DowDuPont shares or canceled on August 31, 2017 3
|
(414,265
|
)
|
(5,822
|
)
|
Balance at August 31, 2017
|
—
|
|
—
|
|
1.
|
Share amounts were adjusted to reflect the 1-for-3 reverse stock split.
|
2.
|
Shares issued to employees and non-employee directors under Historical Dow's equity compensation plans.
|
3.
|
Each share of Historical Dow Common Stock issued and outstanding immediately prior to the Merger was converted into one share of DuPont Common Stock; Treasury shares were canceled as a result of the Merger.
|
Shares of DuPont Common Stock
|
Issued
|
Held in Treasury
|
||
In thousands
|
||||
Balance at September 1, 2017
|
779,512
|
|
—
|
|
Issued
|
973
|
|
—
|
|
Repurchased
|
—
|
|
4,708
|
|
Balance at December 31, 2017
|
780,485
|
|
4,708
|
|
Issued
|
3,658
|
|
—
|
|
Repurchased
|
—
|
|
23,110
|
|
Balance at December 31, 2018
|
784,143
|
|
27,818
|
|
Issued
|
2,656
|
|
—
|
|
Repurchased
|
—
|
|
20,416
|
|
Retired 1
|
(48,234
|
)
|
(48,234
|
)
|
Balance at December 31, 2019
|
738,565
|
|
—
|
|
1.
|
Includes the June 2019 retirement of the outstanding treasury stock.
|
Dividends Declared and Paid
|
2019
|
2018
|
2017 1
|
|||||||
In millions
|
||||||||||
Dividends declared to common stockholders
|
$
|
1,611
|
|
$
|
3,491
|
|
$
|
2,558
|
|
|
Dividends paid to common stockholders
|
$
|
1,611
|
|
$
|
3,491
|
|
$
|
3,394
|
|
1.
|
Dividends declared consists of $1,673 million declared to Historical Dow common stockholders prior to the Merger and $885 million declared to DowDuPont common stockholders after the Merger. Dividends paid consists of $2,179 million paid to Historical Dow common stockholders and $330 million paid to Historical EID common stockholders for dividends declared prior to the Merger, and $885 million paid to DowDuPont common stockholders for dividends declared after the Merger.
|
Accumulated Other Comprehensive Loss
|
Unrealized Gains (Losses) on Investments
|
Cumulative Translation Adj
|
Pension and OPEB
|
Derivative Instruments
|
Total
|
||||||||||
In millions
|
|||||||||||||||
2017
|
|
|
|
|
|
||||||||||
Balance at January 1, 2017
|
$
|
43
|
|
$
|
(2,381
|
)
|
$
|
(7,389
|
)
|
$
|
(95
|
)
|
$
|
(9,822
|
)
|
Other comprehensive income (loss) before reclassifications
|
25
|
|
454
|
|
52
|
|
(1
|
)
|
530
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(71
|
)
|
(8
|
)
|
414
|
|
(15
|
)
|
320
|
|
|||||
Net other comprehensive income (loss)
|
$
|
(46
|
)
|
446
|
|
466
|
|
(16
|
)
|
$
|
850
|
|
|||
Balance at December 31, 2017
|
$
|
(3
|
)
|
(1,935
|
)
|
(6,923
|
)
|
(111
|
)
|
$
|
(8,972
|
)
|
|||
2018
|
|
|
|
|
|
||||||||||
Balance at January 1, 2018 1
|
$
|
17
|
|
$
|
(1,935
|
)
|
$
|
(6,923
|
)
|
$
|
(111
|
)
|
$
|
(8,952
|
)
|
Other comprehensive income (loss) before reclassifications
|
(74
|
)
|
(1,739
|
)
|
(1,086
|
)
|
(15
|
)
|
(2,914
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
7
|
|
(4
|
)
|
460
|
|
66
|
|
529
|
|
|||||
Net other comprehensive income (loss)
|
$
|
(67
|
)
|
$
|
(1,743
|
)
|
$
|
(626
|
)
|
$
|
51
|
|
$
|
(2,385
|
)
|
Reclassification of stranded tax effects 2
|
$
|
(1
|
)
|
$
|
(107
|
)
|
$
|
(927
|
)
|
$
|
(22
|
)
|
$
|
(1,057
|
)
|
Balance at December 31, 2018
|
$
|
(51
|
)
|
$
|
(3,785
|
)
|
$
|
(8,476
|
)
|
$
|
(82
|
)
|
$
|
(12,394
|
)
|
2019
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss) before reclassifications
|
68
|
|
(446
|
)
|
(206
|
)
|
(43
|
)
|
(627
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1
|
)
|
(18
|
)
|
141
|
|
(15
|
)
|
107
|
|
|||||
Net other comprehensive income (loss)
|
$
|
67
|
|
$
|
(464
|
)
|
$
|
(65
|
)
|
$
|
(58
|
)
|
$
|
(520
|
)
|
Spin-offs of Dow and Corteva
|
$
|
(16
|
)
|
$
|
3,179
|
|
$
|
8,196
|
|
$
|
139
|
|
$
|
11,498
|
|
Balance at December 31, 2019
|
$
|
—
|
|
$
|
(1,070
|
)
|
$
|
(345
|
)
|
$
|
(1
|
)
|
$
|
(1,416
|
)
|
1.
|
At January 1, 2018 the balance of "Unrealized gains (losses) on investments" was increased by $20 million to reflect the impact of adoption of ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which was adopted in the first quarter of 2018.
|
2.
|
Amounts reclassified to retained earnings as a result of the adoption of ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which was adopted April 1, 2018. The ASU allowed a reclassification from AOCL to retained earnings for stranded tax effects resulting from The Act.
|
Tax Benefit (Expense)
|
2019
|
2018
|
2017
|
||||||
In millions
|
|||||||||
Unrealized gains (losses) on investments
|
$
|
(18
|
)
|
$
|
17
|
|
$
|
26
|
|
Cumulative translation adjustments
|
(1
|
)
|
(6
|
)
|
(98
|
)
|
|||
Pension and other post employment benefit plans
|
31
|
|
152
|
|
(235
|
)
|
|||
Derivative instruments
|
16
|
|
(14
|
)
|
(2
|
)
|
|||
Tax expense from income taxes related to other comprehensive income (loss) items
|
$
|
28
|
|
$
|
149
|
|
$
|
(309
|
)
|
Reclassifications Out of Accumulated Other Comprehensive Loss
|
2019
|
2018
|
2017
|
Income Classification
|
||||||
In millions
|
||||||||||
Unrealized (gains) losses on investments
|
$
|
(1
|
)
|
$
|
9
|
|
$
|
(110
|
)
|
See (1) below
|
Tax expense (benefit)
|
—
|
|
(2
|
)
|
39
|
|
See (2) below
|
|||
After tax
|
$
|
(1
|
)
|
$
|
7
|
|
$
|
(71
|
)
|
|
Cumulative translation adjustments
|
$
|
(18
|
)
|
$
|
(4
|
)
|
$
|
(8
|
)
|
See (3) below
|
Pension and other post employment benefit plans
|
$
|
174
|
|
$
|
599
|
|
$
|
607
|
|
See (4) below
|
Tax benefit
|
(33
|
)
|
(139
|
)
|
(193
|
)
|
See (2) below
|
|||
After tax
|
$
|
141
|
|
$
|
460
|
|
$
|
414
|
|
|
Derivative Instruments
|
$
|
(18
|
)
|
$
|
83
|
|
$
|
(13
|
)
|
See (5) below
|
Tax expense (benefit)
|
3
|
|
(17
|
)
|
(2
|
)
|
See (2) below
|
|||
After tax
|
$
|
(15
|
)
|
$
|
66
|
|
$
|
(15
|
)
|
|
Total reclassifications for the period, after tax
|
$
|
107
|
|
$
|
529
|
|
$
|
320
|
|
|
Noncontrolling Interests
In millions
|
2019
|
2018
|
2017
|
||||||
Balance at beginning of period
|
$
|
1,608
|
|
$
|
1,597
|
|
$
|
1,242
|
|
Net income attributable to noncontrolling interests
|
102
|
|
155
|
|
132
|
|
|||
Distributions to noncontrolling interests 1
|
(27
|
)
|
(168
|
)
|
(116
|
)
|
|||
Noncontrolling interests from Merger
|
—
|
|
61
|
|
417
|
|
|||
Deconsolidation of noncontrolling interests 2
|
—
|
|
—
|
|
(123
|
)
|
|||
Cumulative translation adjustments
|
12
|
|
(39
|
)
|
41
|
|
|||
Spin-off of Dow and Corteva
|
(1,124
|
)
|
—
|
|
—
|
|
|||
Other
|
(2
|
)
|
2
|
|
4
|
|
|||
Balance at end of period
|
$
|
569
|
|
$
|
1,608
|
|
$
|
1,597
|
|
1.
|
Net of dividends paid to a joint venture, which were reclassified to "Equity in earnings of nonconsolidated affiliates" in the Consolidated Statements of Operations, totaled $27 million and $20 million for the years ended December 31, 2018 and 2017, respectively.
|
2.
|
On June 30, 2017, Historical Dow sold its ownership interest in the SKC Haas Display Films group of companies.
|
Weighted-Average Assumptions for Pension Plans
|
Benefit Obligations
at December 31,
|
Net Periodic Costs
for the Years Ended
|
||||||||
|
2019
|
2018
|
2019 1
|
2018
|
2017 2
|
|||||
Discount rate
|
1.21
|
%
|
3.80
|
%
|
3.80
|
%
|
3.26
|
%
|
3.50
|
%
|
Interest crediting rate for applicable benefits
|
1.25
|
%
|
3.72
|
%
|
3.72
|
%
|
3.61
|
%
|
3.45
|
%
|
Rate of compensation increase 3
|
3.14
|
%
|
3.42
|
%
|
3.42
|
%
|
3.95
|
%
|
3.88
|
%
|
Expected return on plan assets
|
—
|
|
—
|
|
6.46
|
%
|
6.68
|
%
|
6.94
|
%
|
1.
|
Includes three months of Dow activity (January - March), five months of Corteva activity (January - May) and twelve months of DuPont activity, all based on dates of the Distributions.
|
2.
|
Includes Historical EID plans subsequent to the Merger date.
|
3.
|
The December 31, 2018 rate did not include Historical EID's U.S. pension plans as employees of these plans no longer accrued additional benefits for future service and eligible compensation.
|
Weighted-Average Assumptions for Other Postretirement Benefits Plans
|
Benefit Obligations
at December 31,
|
Net Periodic Costs
for the Year Ended
|
||||||||
|
2019
|
2018
|
2019 1
|
2018
|
2017 2
|
|||||
Discount rate
|
3.10
|
%
|
4.23
|
%
|
4.23
|
%
|
3.54
|
%
|
3.76
|
%
|
Health care cost trend rate assumed for next year
|
N/A
|
|
7.15
|
%
|
7.15
|
%
|
6.52
|
%
|
7.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate health cost care trend rate)
|
N/A
|
|
5.00
|
%
|
5.00
|
%
|
5.00
|
%
|
5.00
|
%
|
Year that the rate reaches the ultimate health care cost trend rate:
|
|
|
|
|
|
|||||
Historical Dow plans
|
N/A
|
|
2025
|
|
2025
|
|
2025
|
|
2025
|
|
Historical EID plans
|
N/A
|
|
2028
|
|
2028
|
|
2023
|
|
2023
|
|
1.
|
Includes three months of Dow activity (January - March), five months of Corteva activity (January - May) and twelve months of DuPont activity, all based on dates of the Distributions.
|
2.
|
Includes Historical EID plans subsequent to the Merger date.
|
Change in Projected Benefit Obligations of All Plans
|
Defined Benefit Pension Plans
|
Other Post-Employment Benefits
|
||||||||||
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
Change in projected benefit obligations:
|
|
|
|
|
||||||||
Benefit obligations at beginning of year
|
$
|
53,014
|
|
$
|
57,401
|
|
$
|
3,992
|
|
$
|
4,377
|
|
Service cost
|
184
|
|
651
|
|
5
|
|
21
|
|
||||
Interest cost
|
630
|
|
1,638
|
|
53
|
|
130
|
|
||||
Plan participants' contributions
|
11
|
|
29
|
|
15
|
|
—
|
|
||||
Actuarial changes in assumptions and experience
|
515
|
|
(2,832
|
)
|
116
|
|
(185
|
)
|
||||
Benefits paid 1
|
(1,247
|
)
|
(3,223
|
)
|
(150
|
)
|
(339
|
)
|
||||
Plan amendments
|
(76
|
)
|
34
|
|
—
|
|
—
|
|
||||
Acquisitions/divestitures/other
|
20
|
|
(57
|
)
|
—
|
|
—
|
|
||||
Effect of foreign exchange rates
|
31
|
|
(627
|
)
|
1
|
|
(12
|
)
|
||||
Termination benefits/curtailment cost/settlements
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
||||
Spin-off of Dow
|
(29,285
|
)
|
—
|
|
(1,462
|
)
|
—
|
|
||||
Spin-off of Corteva
|
(19,009
|
)
|
—
|
|
(2,548
|
)
|
—
|
|
||||
Benefit obligations at end of year
|
$
|
4,784
|
|
$
|
53,014
|
|
$
|
22
|
|
$
|
3,992
|
|
Change in Plan Assets and Funded Status of All Plans
|
Defined Benefit Pension Plans
|
Other Post-Employment Benefits
|
||||||||||
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
Change in plan assets:
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
41,462
|
|
$
|
43,685
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
1,191
|
|
(1,524
|
)
|
—
|
|
—
|
|
||||
Employer contributions
|
697
|
|
2,964
|
|
135
|
|
—
|
|
||||
Plan participants' contributions
|
11
|
|
29
|
|
15
|
|
—
|
|
||||
Benefits paid
|
(1,247
|
)
|
(3,223
|
)
|
(150
|
)
|
—
|
|
||||
Acquisitions/divestitures/other 1
|
10
|
|
(7
|
)
|
—
|
|
—
|
|
||||
Effect of foreign exchange rates
|
60
|
|
(462
|
)
|
—
|
|
—
|
|
||||
Settlements
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Spin-off of Dow
|
(22,626
|
)
|
—
|
|
—
|
|
—
|
|
||||
Spin-off of Corteva
|
(15,801
|
)
|
—
|
|
—
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
3,757
|
|
$
|
41,462
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
||||||||
Funded status:
|
|
|
|
|
||||||||
U.S. plans with plan assets
|
$
|
—
|
|
$
|
(6,956
|
)
|
$
|
—
|
|
$
|
—
|
|
Non-U.S. plans with plan assets
|
(315
|
)
|
(2,751
|
)
|
—
|
|
—
|
|
||||
All other plans 2
|
(712
|
)
|
(1,845
|
)
|
(22
|
)
|
(3,992
|
)
|
||||
Funded status at end of year
|
$
|
(1,027
|
)
|
$
|
(11,552
|
)
|
$
|
(22
|
)
|
$
|
(3,992
|
)
|
1.
|
The 2018 impact includes the divestiture of a business with pension benefit obligations of $37 million.
|
2.
|
Certain benefit obligations are supported by funding, $16 million as of December 31, 2019 and $349 million as of December 31, 2018, under the Trust agreement, defined in the "Trust Assets" section.
|
Amounts Recognized in the Consolidated Balance Sheets for All Significant Plans
|
Defined Benefit Pension Plans
|
Other Post-Employment Benefits
|
||||||||||
In millions
|
December 31, 2019
|
December 31, 2018
|
December 31, 2019
|
December 31, 2018
|
||||||||
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
||||||||
Deferred charges and other assets
|
$
|
171
|
|
$
|
14
|
|
$
|
—
|
|
$
|
—
|
|
Assets of discontinued operations
|
—
|
|
488
|
|
—
|
|
—
|
|
||||
Accrued and other current liabilities
|
(47
|
)
|
(69
|
)
|
(1
|
)
|
(1
|
)
|
||||
Pension and other postretirement benefits - noncurrent
|
$
|
(1,151
|
)
|
$
|
(1,319
|
)
|
$
|
(21
|
)
|
$
|
(25
|
)
|
Liabilities of discontinued operations
|
$
|
—
|
|
$
|
(10,666
|
)
|
$
|
—
|
|
$
|
(3,966
|
)
|
Net amount recognized
|
$
|
(1,027
|
)
|
$
|
(11,552
|
)
|
$
|
(22
|
)
|
$
|
(3,992
|
)
|
|
|
|
|
|
||||||||
Pretax amounts recognized in accumulated other comprehensive loss:
|
|
|
|
|
||||||||
Net loss (gain)
|
$
|
485
|
|
$
|
11,578
|
|
$
|
2
|
|
$
|
(419
|
)
|
Prior service credit
|
(47
|
)
|
(207
|
)
|
—
|
|
—
|
|
||||
Pretax balance in accumulated other comprehensive loss at end of year
|
$
|
438
|
|
$
|
11,371
|
|
$
|
2
|
|
$
|
(419
|
)
|
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
|
December 31, 2019
|
December 31, 2018
|
||||
In millions
|
||||||
Accumulated benefit obligations
|
$
|
1,731
|
|
$
|
47,577
|
|
Fair value of plan assets
|
$
|
690
|
|
$
|
36,803
|
|
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
|
December 31, 2019
|
December 31, 2018
|
||||
In millions
|
||||||
Projected benefit obligations
|
$
|
2,320
|
|
$
|
49,742
|
|
Fair value of plan assets
|
$
|
1,122
|
|
$
|
37,687
|
|
Net Periodic Benefit Costs for All Significant Plans for the Year Ended December 31,
|
Defined Benefit Pension Plans
|
Other Post-Employment Benefits
|
||||||||||||||||
In millions
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
||||||||||||
Net Periodic Benefit Costs:
|
|
|
|
|
|
|
||||||||||||
Service cost 1
|
$
|
184
|
|
$
|
651
|
|
$
|
555
|
|
$
|
5
|
|
$
|
21
|
|
$
|
17
|
|
Interest cost 2
|
630
|
|
1,638
|
|
1,130
|
|
53
|
|
130
|
|
80
|
|
||||||
Expected return on plan assets 3
|
(988
|
)
|
(2,846
|
)
|
(1,955
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service credit 4
|
(9
|
)
|
(24
|
)
|
(25
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of unrecognized (gain) loss 5
|
128
|
|
649
|
|
638
|
|
(6
|
)
|
(24
|
)
|
(6
|
)
|
||||||
Curtailment/settlement/other 6
|
—
|
|
(10
|
)
|
683
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit costs - Total
|
$
|
(55
|
)
|
$
|
58
|
|
$
|
1,026
|
|
$
|
52
|
|
$
|
127
|
|
$
|
91
|
|
Less: Net periodic benefit costs - discontinued operations
|
(45
|
)
|
90
|
|
1,033
|
|
50
|
|
126
|
|
92
|
|
||||||
Net periodic benefit costs - Continuing operations
|
$
|
(10
|
)
|
$
|
(32
|
)
|
$
|
(7
|
)
|
$
|
2
|
|
$
|
1
|
|
$
|
(1
|
)
|
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:
|
|
|
|
|
|
|
||||||||||||
Net (gain) loss
|
$
|
350
|
|
$
|
1,490
|
|
$
|
680
|
|
$
|
2
|
|
$
|
(185
|
)
|
$
|
(131
|
)
|
Prior service cost
|
(65
|
)
|
34
|
|
14
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service credit
|
3
|
|
24
|
|
25
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of unrecognized gain (loss)
|
(7
|
)
|
(649
|
)
|
(638
|
)
|
—
|
|
24
|
|
6
|
|
||||||
Curtailment loss
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Settlement loss 2
|
(2
|
)
|
2
|
|
(687
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Effect of foreign exchange rates
|
(2
|
)
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total recognized in other comprehensive (income) loss
|
$
|
275
|
|
$
|
902
|
|
$
|
(606
|
)
|
$
|
2
|
|
$
|
(161
|
)
|
$
|
(125
|
)
|
Noncontrolling interest
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Total recognized in net periodic benefit cost and other comprehensive (income) loss
|
$
|
265
|
|
$
|
870
|
|
$
|
(613
|
)
|
$
|
4
|
|
$
|
(160
|
)
|
$
|
(126
|
)
|
1.
|
The service cost from continuing operations was $64 million, $64 million and $27 million for the years ended December 31, 2019, December 31, 2018, and December 31, 2017, respectively for pension plans. The activity from OPEBs was immaterial for all years presented.
|
2.
|
The interest cost from continuing operations was $79 million, $76 million and $25 million for the years ended December 31, 2019, December 31, 2018, and December 31, 2017, respectively for pension plans. The activity from OPEBs was immaterial for all years presented.
|
Estimated Future Benefit Payments at December 31, 2019
|
Defined Benefit Pension Plans
|
Other Postretirement Benefits
|
||||
In millions
|
||||||
2020
|
$
|
191
|
|
$
|
1
|
|
2021
|
187
|
|
1
|
|
||
2022
|
186
|
|
1
|
|
||
2023
|
191
|
|
1
|
|
||
2024
|
195
|
|
1
|
|
||
Years 2025-2029
|
1,041
|
|
5
|
|
||
Total
|
$
|
1,991
|
|
$
|
10
|
|
Target Allocation for Plan Assets at December 31, 2019
|
DuPont
|
|
Asset Category
|
||
Equity securities
|
25
|
%
|
Fixed income securities
|
19
|
|
Alternative investments
|
10
|
|
Other investments
|
46
|
|
Total
|
100
|
%
|
Basis of Fair Value Measurements
|
December 31, 2019
|
December 31, 2018
|
||||||||||||||||||||||
In millions
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||||
Cash and cash equivalents
|
$
|
101
|
|
$
|
101
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,701
|
|
$
|
2,642
|
|
$
|
59
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. equity securities 1
|
$
|
297
|
|
$
|
297
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7,030
|
|
$
|
6,772
|
|
$
|
243
|
|
$
|
15
|
|
Non - U.S. equity securities
|
622
|
|
609
|
|
13
|
|
—
|
|
6,824
|
|
6,062
|
|
722
|
|
40
|
|
||||||||
Total equity securities
|
$
|
919
|
|
$
|
906
|
|
$
|
13
|
|
$
|
—
|
|
$
|
13,854
|
|
$
|
12,834
|
|
$
|
965
|
|
$
|
55
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt - government-issued
|
$
|
468
|
|
$
|
198
|
|
$
|
270
|
|
$
|
—
|
|
$
|
8,410
|
|
$
|
496
|
|
$
|
7,914
|
|
$
|
—
|
|
Debt - corporate-issued
|
99
|
|
12
|
|
87
|
|
—
|
|
5,966
|
|
664
|
|
5,288
|
|
14
|
|
||||||||
Debt - asset-backed
|
1
|
|
—
|
|
1
|
|
—
|
|
811
|
|
39
|
|
771
|
|
1
|
|
||||||||
Total fixed income securities
|
$
|
568
|
|
$
|
210
|
|
$
|
358
|
|
$
|
—
|
|
$
|
15,187
|
|
$
|
1,199
|
|
$
|
13,973
|
|
$
|
15
|
|
Alternative investments: 2
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pooled Investment Vehicles
|
$
|
790
|
|
$
|
790
|
|
$
|
—
|
|
$
|
—
|
|
$
|
162
|
|
$
|
162
|
|
$
|
—
|
|
$
|
—
|
|
Private market securities
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
2
|
|
||||||||
Real estate
|
72
|
|
6
|
|
—
|
|
66
|
|
355
|
|
262
|
|
—
|
|
93
|
|
||||||||
Derivatives - asset position
|
6
|
|
—
|
|
6
|
|
—
|
|
461
|
|
18
|
|
443
|
|
—
|
|
||||||||
Derivatives - liability position
|
(2
|
)
|
—
|
|
(2
|
)
|
—
|
|
(524
|
)
|
(19
|
)
|
(505
|
)
|
—
|
|
||||||||
Total alternative investments
|
$
|
866
|
|
$
|
796
|
|
$
|
4
|
|
$
|
66
|
|
$
|
456
|
|
$
|
423
|
|
$
|
(62
|
)
|
$
|
95
|
|
Other investments 2
|
$
|
340
|
|
$
|
6
|
|
$
|
30
|
|
$
|
304
|
|
$
|
586
|
|
$
|
47
|
|
$
|
333
|
|
$
|
206
|
|
Subtotal
|
$
|
2,794
|
|
$
|
2,019
|
|
$
|
405
|
|
$
|
370
|
|
$
|
32,784
|
|
$
|
17,145
|
|
$
|
15,268
|
|
$
|
371
|
|
Investments measured at net asset value: 2
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt - government-issued
|
$
|
152
|
|
|
|
|
$
|
208
|
|
|
|
|
||||||||||||
Hedge funds
|
745
|
|
|
|
|
2,315
|
|
|
|
|
||||||||||||||
Private market securities
|
107
|
|
|
|
|
4,057
|
|
|
|
|
||||||||||||||
Real estate
|
—
|
|
|
|
|
2,192
|
|
|
|
|
||||||||||||||
Total investments measured at net asset value
|
$
|
1,004
|
|
|
|
|
$
|
8,772
|
|
|
|
|
||||||||||||
Items to reconcile to fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pension trust receivables 3
|
$
|
15
|
|
|
|
|
|
|
|
$
|
239
|
|
|
|
|
|
|
|
||||||
Pension trust payables 4
|
(56
|
)
|
|
|
|
|
|
|
(333
|
)
|
|
|
|
|||||||||||
Total
|
$
|
3,757
|
|
|
|
|
|
|
|
$
|
41,462
|
|
|
|
|
|
|
|
1.
|
The Company's pension plans directly held less than $1 million (0 percent of total plan assets) of DuPont common stock at December 31, 2019. Historical EID's pension plans directly held $684 million (2 percent of total plan assets) at December 31, 2018.
|
2.
|
In 2018, the Company reviewed its fair value technique and elected to present assets valued at net asset value per share as a practical expedient outside of the fair value hierarchy. The assets are presented as "Investments measured at net asset value."
|
3.
|
Primarily receivables for investment securities sold.
|
4.
|
Primarily payables for investment securities purchased.
|
Fair Value Measurement of Level 3 Pension Plan Assets
|
Equity Securities
|
Fixed Income Securities
|
Alternative Investments
|
Other Investments
|
Total
|
||||||||||
In millions
|
|||||||||||||||
Balance at Jan 1, 2018
|
$
|
60
|
|
$
|
45
|
|
$
|
112
|
|
$
|
—
|
|
$
|
217
|
|
Actual return on assets:
|
|
|
|
|
|
||||||||||
Relating to assets sold during 2018
|
(5
|
)
|
(76
|
)
|
1
|
|
1
|
|
(79
|
)
|
|||||
Relating to assets held at Dec 31, 2018
|
(4
|
)
|
83
|
|
(3
|
)
|
(11
|
)
|
65
|
|
|||||
Purchases, sales and settlements, net
|
5
|
|
(30
|
)
|
(1
|
)
|
216
|
|
190
|
|
|||||
Transfers out of Level 3, net
|
(1
|
)
|
(7
|
)
|
(14
|
)
|
—
|
|
(22
|
)
|
|||||
Balance at Dec 31, 2018
|
$
|
55
|
|
$
|
15
|
|
$
|
95
|
|
$
|
206
|
|
$
|
371
|
|
Actual return on assets:
|
|
|
|
|
|
||||||||||
Relating to assets sold during 2019
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
Relating to assets held at Dec 31, 2019
|
—
|
|
—
|
|
10
|
|
11
|
|
21
|
|
|||||
Purchases, sales and settlements, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Transfers into Level 3, net
|
—
|
|
—
|
|
1
|
|
87
|
|
88
|
|
|||||
Transfers out of Level 3, spin related
|
(55
|
)
|
(15
|
)
|
(42
|
)
|
—
|
|
(112
|
)
|
|||||
Balance at Dec 31, 2019
|
$
|
—
|
|
$
|
—
|
|
$
|
66
|
|
$
|
304
|
|
$
|
370
|
|
OIP Weighted-Average Assumptions
|
2019
|
|
Dividend yield
|
1.8
|
%
|
Expected volatility
|
21.1
|
%
|
Risk-free interest rate
|
1.6
|
%
|
Expected life of stock options granted during period (years)
|
6.1
|
|
OIP Stock Options
|
For the Year Ended December 31, 2019
|
|||||||||
|
Number of Shares
(in thousands)
|
Weighted Average Exercise Price (per share)
|
Weighted Average Remaining Contractual Term (in years)
|
Aggregate Intrinsic Value (in thousands)
|
||||||
Outstanding at January 1, 2019
|
—
|
|
$
|
—
|
|
|
|
|||
Granted
|
1,384
|
|
$
|
66.06
|
|
|
|
|||
Exercised
|
—
|
|
$
|
—
|
|
|
|
|||
Forfeited/Expired
|
(17
|
)
|
$
|
66.06
|
|
|
|
|||
Outstanding at December 31, 2019
|
1,367
|
|
$
|
66.06
|
|
9.6
|
|
$
|
—
|
|
Exercisable at December 31, 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
Additional Information about OIP Stock Options 1
|
|
||
In millions, except per share amounts
|
2019
|
||
Weighted-average fair value per share of options granted
|
$
|
11.85
|
|
Total compensation expense for stock options plans
|
$
|
5
|
|
Related tax benefit
|
$
|
1
|
|
1.
|
No awards have vested under the OIP as of December 31, 2019.
|
OIP RSUs and PSUs
|
2019
|
||||
|
Number of Shares
(in thousands)
|
Weighted Average Grant Date Fair Value
(per share)
|
|||
Nonvested at January 1, 2019
|
—
|
|
$
|
—
|
|
Granted
|
566
|
|
$
|
66.55
|
|
Vested
|
—
|
|
$
|
—
|
|
Forfeited
|
(5
|
)
|
$
|
66.06
|
|
Nonvested at December 31, 2019
|
561
|
|
$
|
66.56
|
|
Historical Dow Weighted-Average Assumptions 1
|
2018
|
2017
|
||
Dividend yield
|
2.13
|
%
|
3.01
|
%
|
Expected volatility
|
23.34
|
%
|
23.71
|
%
|
Risk-free interest rate
|
2.83
|
%
|
1.28
|
%
|
Expected life of stock options granted during period (years)
|
6.2
|
|
7.5
|
|
Life of Employee Stock Purchase Plan (months)
|
—
|
|
3
|
|
1.
|
No awards were granted by the Company out of the Historical Dow plan during 2019.
|
Historical Dow Stock Options
|
2019
|
||||||||
|
Number of Shares
(in thousands)
|
Weighted Average Exercise Price
(per share)
|
Weighted Average Remaining Contractual Term (in years)
|
Aggregate Intrinsic Value
(in thousands)
|
|||||
Outstanding at January 1, 2019
|
28,846
|
|
$
|
46.70
|
|
|
|
||
Granted 1
|
—
|
|
$
|
—
|
|
|
|
||
Exercised
|
(34
|
)
|
$
|
46.48
|
|
|
|
||
Forfeited/Expired
|
(9
|
)
|
$
|
67.71
|
|
|
|
||
Canceled and assigned
|
(28,114
|
)
|
$
|
46.70
|
|
|
|
||
Outstanding at December 31, 2019
|
689
|
|
$
|
58.21
|
|
3.17
|
$
|
59
|
|
Exercisable at December 31, 2019
|
554
|
|
$
|
54.44
|
|
2.38
|
$
|
59
|
|
1.
|
No awards were granted by the Company out of the Historical Dow plan during 2019.
|
Additional Information about Historical Dow Stock Options 1
|
|
|
|
||||||
In millions, except per share amounts
|
2019
|
2018
|
2017
|
||||||
Weighted-average fair value per share of options granted
|
$
|
—
|
|
$
|
15.38
|
|
$
|
14.44
|
|
Total compensation expense for stock options plans
|
$
|
1
|
|
$
|
68
|
|
$
|
37
|
|
Related tax benefit
|
$
|
—
|
|
$
|
15
|
|
$
|
14
|
|
Total amount of cash received from the exercise of options
|
$
|
2
|
|
$
|
112
|
|
$
|
310
|
|
Total intrinsic value of options exercised 2
|
$
|
1
|
|
$
|
160
|
|
$
|
286
|
|
Related tax benefit
|
$
|
—
|
|
$
|
36
|
|
$
|
106
|
|
1.
|
No awards were granted by the Company out of the Historical Dow plan during 2019.
|
Historical Dow RSU Awards
|
2019
|
||||
Shares in thousands
|
Shares
|
Grant Date Fair Value 1
|
|||
Nonvested at January 1, 2019
|
9,735
|
|
$
|
57.41
|
|
Granted 2
|
—
|
|
$
|
—
|
|
Vested
|
(7
|
)
|
$
|
69.05
|
|
Forfeited
|
(9,392
|
)
|
$
|
57.43
|
|
Nonvested at December 31, 2019
|
336
|
|
$
|
81.12
|
|
2.
|
No awards were granted by the Company out of the Historical Dow plan during 2019.
|
Additional Information about Historical Dow RSUs 1
|
|
|
|
||||||
In millions, except per share amounts
|
2019
|
2018
|
2017
|
||||||
Weighted-average fair value per share of RSUs granted
|
$
|
—
|
|
$
|
71.46
|
|
$
|
61.29
|
|
Total fair value of RSUs vested
|
$
|
1
|
|
$
|
382
|
|
$
|
179
|
|
Related tax benefit
|
$
|
—
|
|
$
|
86
|
|
$
|
66
|
|
Total compensation expense for RSU awards
|
$
|
4
|
|
$
|
144
|
|
$
|
178
|
|
Related tax benefit
|
$
|
1
|
|
$
|
32
|
|
$
|
66
|
|
1.
|
No awards were granted out of the Historical Dow plan during 2019.
|
Historical Dow PSU Awards
|
Target Shares Granted 1
|
Grant Date Fair Value 2
|
||||
Shares in thousands
|
||||||
Year
|
Performance Period
|
|||||
2017
|
Sep 1, 2017 - Aug 31, 2019
|
232
|
|
$
|
71.16
|
|
2017 3
|
Jan 1, 2017 - Dec 31, 2019
|
1,728
|
|
$
|
81.99
|
|
Additional Information about Historical Dow PSUs
|
|
|
||||
In millions, except share amounts
|
2018
|
2017
|
||||
Total fair value of PSUs vested and delivered 1
|
$
|
—
|
|
$
|
202
|
|
Related tax benefit
|
$
|
—
|
|
$
|
75
|
|
Total compensation expense for PSU awards
|
$
|
12
|
|
$
|
106
|
|
Related tax benefit
|
$
|
3
|
|
$
|
39
|
|
Shares of PSUs settled in cash (in thousands) 2
|
—
|
|
616
|
|
||
Total cash paid to settle PSU awards 3
|
$
|
—
|
|
$
|
38
|
|
Historical Dow Restricted Stock 1
|
Shares Issued (in thousands)
|
Weighted-Average Fair Value
|
|||
Year
|
|||||
2018
|
36
|
|
$
|
62.82
|
|
2017
|
33
|
|
$
|
62.04
|
|
1.
|
No awards were granted out of the Historical Dow plan during 2019.
|
Historical EID Weighted-Average Assumptions
|
2019
|
2018
|
2017
|
|||
Dividend yield
|
1.6
|
%
|
2.1
|
%
|
2.2
|
%
|
Expected volatility
|
19.8
|
%
|
23.3
|
%
|
23.59
|
%
|
Risk-free interest rate
|
2.4
|
%
|
2.8
|
%
|
2.1
|
%
|
Expected life of stock options granted during period (years)
|
6.1
|
|
6.2
|
|
7.2
|
|
Historical EID Stock Options
|
2019
|
|||||||
|
Number of Shares (in thousands)
|
Weighted Average Exercise Price (per share)
|
Weighted Average Remaining Contractual Term (in years)
|
Aggregate Intrinsic Value (in thousands)
|
||||
Outstanding at January 1, 2019
|
17,079
|
|
$
|
53.26
|
|
|
|
|
Granted
|
121
|
|
$
|
80.29
|
|
|
|
|
Exercised
|
(354
|
)
|
$
|
43.12
|
|
|
|
|
Forfeited/Expired
|
(46
|
)
|
$
|
72.53
|
|
|
|
|
Canceled and assigned
|
(11,139
|
)
|
$
|
53.28
|
|
|
|
|
Outstanding at December 31, 2019
|
5,661
|
|
$
|
67.60
|
|
5.14
|
3,476
|
|
Exercisable at December 31, 2019
|
4,024
|
|
$
|
65.35
|
|
4.04
|
3,289
|
|
Historical EID RSUs and PSUs
|
2019
|
||||
Shares in thousands
|
Shares
|
Grant Date Fair Value 1
|
|||
Nonvested at January 1, 2019
|
3,147
|
|
$
|
68.18
|
|
Granted
|
1,180
|
|
$
|
70.69
|
|
Vested
|
(1,175
|
)
|
$
|
70.30
|
|
Forfeited
|
(1,452
|
)
|
$
|
68.24
|
|
Nonvested at December 31, 2019
|
1,700
|
|
$
|
74.14
|
|
Fair Value of Financial Instruments
|
December 31, 2019
|
December 31, 2018
|
||||||||||||||||||||||
In millions
|
Cost
|
Gain
|
Loss
|
Fair Value
|
Cost
|
Gain
|
Loss
|
Fair Value
|
||||||||||||||||
Cash equivalents
|
$
|
417
|
|
$
|
—
|
|
$
|
—
|
|
$
|
417
|
|
$
|
8,226
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,226
|
|
Restricted cash equivalents 1
|
$
|
37
|
|
$
|
—
|
|
$
|
—
|
|
$
|
37
|
|
$
|
43
|
|
$
|
—
|
|
$
|
—
|
|
$
|
43
|
|
Marketable securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
29
|
|
$
|
—
|
|
$
|
—
|
|
$
|
29
|
|
Equity securities 2
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
Total cash equivalents and restricted cash, marketable securities and other investments
|
$
|
455
|
|
$
|
—
|
|
$
|
—
|
|
$
|
455
|
|
$
|
8,300
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,300
|
|
Long-term debt including debt due within one year
|
$
|
(15,618
|
)
|
$
|
—
|
|
$
|
(1,633
|
)
|
$
|
(17,251
|
)
|
$
|
(12,635
|
)
|
$
|
5
|
|
$
|
(461
|
)
|
$
|
(13,091
|
)
|
Derivatives relating to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency 3
|
—
|
|
6
|
|
(7
|
)
|
(1
|
)
|
—
|
|
37
|
|
(6
|
)
|
31
|
|
||||||||
Total derivatives
|
$
|
—
|
|
$
|
6
|
|
$
|
(7
|
)
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
37
|
|
$
|
(6
|
)
|
$
|
31
|
|
1.
|
Classified as "Other current assets" in the Consolidated Balance Sheets. See Note 7 for more information on Restricted Cash.
|
2.
|
Equity securities with a readily determinable fair value. Presented in accordance with ASU 2016-01. "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities."
|
Notional Amounts
|
December 31, 2019
|
December 31, 2018
|
||||
In millions
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
||||
Foreign currency contracts 1
|
$
|
26
|
|
$
|
2,057
|
|
Commodity contracts
|
$
|
11
|
|
$
|
9
|
|
1.
|
Presented net of contracts bought and sold.
|
Fair Value of Derivative Instruments at December 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 not designated as hedging instruments:
|
|
|
|
|
||||||
Foreign currency contracts
|
Other current assets
|
16
|
|
(10
|
)
|
6
|
|
|||
Total asset derivatives
|
|
$
|
16
|
|
$
|
(10
|
)
|
$
|
6
|
|
|
|
|
|
|
||||||
Liability derivatives:
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||
Foreign currency contracts
|
Accrued and other current liabilities
|
$
|
17
|
|
$
|
(10
|
)
|
$
|
7
|
|
Total liability derivatives
|
|
$
|
17
|
|
$
|
(10
|
)
|
$
|
7
|
|
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. The Company held cash collateral of $20 million as of December 31, 2018.
|
Basis of Fair Value Measurements on a Recurring Basis at December 31, 2019
|
Significant Other Observable Inputs
(Level 2)
|
||
In millions
|
|||
Assets at fair value:
|
|
||
Cash equivalents and restricted cash equivalents 1
|
$
|
454
|
|
Derivatives relating to: 2
|
|
||
Foreign currency contracts
|
16
|
|
|
Total assets at fair value
|
$
|
470
|
|
Liabilities at fair value:
|
|
||
Long-term debt including debt due within one year 3
|
$
|
17,251
|
|
Derivatives relating to: 3
|
|
||
Foreign currency contracts
|
17
|
|
|
Total liabilities at fair value
|
$
|
17,268
|
|
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.
|
See Note 22 for the classification of derivatives in the Consolidated Balance Sheets.
|
3.
|
See Note 22 for information on fair value measurements of long-term debt.
|
Basis of Fair Value Measurements on a Recurring Basis at December 31, 2018
|
Significant Other Observable Inputs
(Level 2)
|
||
In millions
|
|||
Assets at fair value:
|
|
||
Cash equivalents and restricted cash equivalents 1
|
$
|
8,269
|
|
Marketable securities 2
|
29
|
|
|
Derivatives relating to: 3
|
|
||
Foreign currency contracts
|
72
|
|
|
Total assets at fair value
|
$
|
8,370
|
|
Liabilities at fair value:
|
|
||
Long-term debt including debt due within one year 4
|
$
|
13,091
|
|
Derivatives relating to: 3
|
|
||
Foreign currency contracts
|
21
|
|
|
Total liabilities at fair value
|
$
|
13,112
|
|
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.
|
See Note 22 for the classification of derivatives in the Consolidated Balance Sheets
|
4.
|
See Note 22 for information on fair value measurements of long-term debt.
|
Basis of Fair Value Measurements on a Nonrecurring Basis
|
Significant Other Unobservable Inputs (Level 3)
|
Total Losses
|
||||||
In millions
|
||||||||
2019
|
|
|
||||||
Assets at fair value:
|
|
|
||||||
Long-lived assets, intangible assets, and equity method investments
|
$
|
3
|
|
$
|
(63
|
)
|
||
2018
|
|
|
||||||
Assets at fair value:
|
|
|
||||||
Long-lived assets and other assets
|
$
|
—
|
|
$
|
(32
|
)
|
||
2017
|
|
|
||||||
Assets at fair value:
|
|
|
||||||
Long-lived assets, intangible assets, and other assets
|
$
|
—
|
|
$
|
(177
|
)
|
•
|
The Second Quarter Segment Realignment resulted in the following being realigned to Non-Core:
|
◦
|
Photovoltaic and Advanced Materials business unit (including the HSC Group joint ventures: DC HSC Holdings LLC and Hemlock Semiconductor L.L.C) from the Electronics & Imaging segment;
|
◦
|
Biomaterials and Clean Technologies business units from the Nutrition & Biosciences segment;
|
◦
|
DuPont Teijin Films joint venture from the Transportation & Industrial (formerly known as Transportation & Advanced Polymers) segment; and
|
◦
|
Sustainable Solutions business unit from the Safety & Construction segment.
|
◦
|
Consolidation of the Nutrition & Health business with the Industrial Biosciences business within the Nutrition & Biosciences reportable segment. Previously, Nutrition & Health and Industrial Biosciences were separate operating segments which did not meet the quantitative thresholds.
|
◦
|
Pre-commercial activities related to the Biomaterials business unit was realigned from Corporate to Non-Core, with the remaining pre-commercial activities realigned to the Nutrition & Biosciences segment.
|
1.
|
Europe, Middle East and Africa.
|
1.
|
Europe, Middle East and Africa.
|
Long-lived Assets by Geographic Region
|
December 31,
|
||||||||
In millions
|
2019
|
2018
|
2017
|
||||||
United States
|
$
|
5,583
|
|
$
|
5,506
|
|
$
|
5,608
|
|
Canada
|
69
|
|
56
|
|
64
|
|
|||
EMEA 1
|
2,809
|
|
2,715
|
|
2,786
|
|
|||
Asia Pacific
|
1,525
|
|
1,494
|
|
1,431
|
|
|||
Latin America
|
157
|
|
146
|
|
140
|
|
|||
Total
|
$
|
10,143
|
|
$
|
9,917
|
|
$
|
10,029
|
|
1.
|
Europe, Middle East and Africa.
|
Segment Information
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Const.
|
Non-Core
|
Corporate
|
Total
|
||||||||||||||
In millions
|
|||||||||||||||||||||
For the Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
3,554
|
|
$
|
6,076
|
|
$
|
4,950
|
|
$
|
5,201
|
|
$
|
1,731
|
|
$
|
—
|
|
$
|
21,512
|
|
Pro forma operating EBITDA 1
|
1,147
|
|
1,427
|
|
1,313
|
|
1,419
|
|
491
|
|
(157
|
)
|
5,640
|
|
|||||||
Equity in earnings (losses) of nonconsolidated affiliates 2
|
24
|
|
(1
|
)
|
4
|
|
27
|
|
258
|
|
—
|
|
312
|
|
|||||||
Restructuring and asset related charges - net 3
|
47
|
|
122
|
|
19
|
|
32
|
|
—
|
|
94
|
|
314
|
|
|||||||
Depreciation and amortization
|
339
|
|
675
|
|
423
|
|
503
|
|
127
|
|
(1
|
)
|
2,066
|
|
|||||||
Assets of continuing operations
|
12,042
|
|
21,553
|
|
14,336
|
|
15,060
|
|
3,738
|
|
2,667
|
|
69,396
|
|
|||||||
Investment in nonconsolidated affiliates
|
510
|
|
34
|
|
75
|
|
326
|
|
259
|
|
—
|
|
1,204
|
|
|||||||
Capital expenditures
|
298
|
|
445
|
|
284
|
|
408
|
|
57
|
|
—
|
|
1,492
|
|
|||||||
For the Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
3,635
|
|
$
|
6,216
|
|
$
|
5,422
|
|
$
|
5,294
|
|
$
|
2,027
|
|
$
|
—
|
|
$
|
22,594
|
|
Pro forma operating EBITDA 1
|
1,210
|
|
1,445
|
|
1,518
|
|
1,283
|
|
677
|
|
(228
|
)
|
5,905
|
|
|||||||
Equity in earnings (losses) of nonconsolidated affiliates
|
23
|
|
(1
|
)
|
1
|
|
24
|
|
400
|
|
—
|
|
447
|
|
|||||||
Restructuring asset related charges - net 3
|
2
|
|
29
|
|
2
|
|
24
|
|
(12
|
)
|
102
|
|
147
|
|
|||||||
Depreciation and amortization
|
390
|
|
643
|
|
456
|
|
549
|
|
124
|
|
8
|
|
2,170
|
|
|||||||
Assets of continuing operations
|
12,212
|
|
22,716
|
|
14,363
|
|
14,749
|
|
4,366
|
|
9,174
|
|
77,580
|
|
|||||||
Investment in nonconsolidated affiliates
|
519
|
|
103
|
|
75
|
|
328
|
|
720
|
|
—
|
|
1,745
|
|
|||||||
Capital expenditures
|
230
|
|
404
|
|
199
|
|
342
|
|
69
|
|
—
|
|
1,244
|
|
|||||||
For the Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
2,713
|
|
$
|
2,580
|
|
$
|
2,463
|
|
$
|
2,958
|
|
$
|
958
|
|
$
|
—
|
|
$
|
11,672
|
|
Pro forma net sales
|
3,592
|
|
5,389
|
|
4,958
|
|
5,003
|
|
2,058
|
|
—
|
|
21,000
|
|
|||||||
Pro forma operating EBITDA 1
|
1,190
|
|
1,162
|
|
1,235
|
|
1,178
|
|
661
|
|
(257
|
)
|
5,169
|
|
|||||||
Equity in earnings (losses) of nonconsolidated affiliates
|
2
|
|
7
|
|
1
|
|
1
|
|
356
|
|
—
|
|
367
|
|
|||||||
Pro forma equity in earnings (losses) of nonconsolidated affiliates
|
20
|
|
(2
|
)
|
5
|
|
18
|
|
369
|
|
—
|
|
410
|
|
|||||||
Restructuring and asset related charges - net 3
|
124
|
|
2
|
|
6
|
|
53
|
|
31
|
|
72
|
|
288
|
|
|||||||
Depreciation and amortization
|
283
|
|
239
|
|
204
|
|
267
|
|
67
|
|
—
|
|
1,060
|
|
|||||||
Pro forma depreciation and amortization
|
394
|
|
562
|
|
456
|
|
562
|
|
132
|
|
25
|
|
2,131
|
|
|||||||
Assets of continuing operations
|
12,277
|
|
23,659
|
|
14,431
|
|
14,839
|
|
4,660
|
|
5,755
|
|
75,621
|
|
|||||||
Investment in nonconsolidated affiliates
|
530
|
|
100
|
|
75
|
|
351
|
|
840
|
|
—
|
|
1,896
|
|
|||||||
Capital expenditures
|
101
|
|
156
|
|
78
|
|
184
|
|
32
|
|
—
|
|
551
|
|
1.
|
A reconciliation of "Income (loss) from continuing operations, net of tax" to pro forma Operating EBITDA, is provided in the table on the following page.
|
2.
|
Represents equity in earnings (losses) of nonconsolidated affiliates included in pro forma Operating EBITDA, the Company's measure of profit/loss for segment reporting purposes, which excludes significant items. Accordingly, the Non-Core segment presented above excludes a net charge of $224 million related to a joint venture and a restructuring charge of $4 million which are presented in "Equity in earnings of nonconsolidated affiliates" in the Company's Consolidated Statement of Operations.
|
3.
|
See Note 6 for information regarding the Company's restructuring programs and asset related charges.
|
Segment Information Reconciliation to Consolidated Financial Statements
|
Segment Totals
|
Corteva Distribution
|
Dow Distribution
|
Total
|
||||||||
In millions
|
||||||||||||
For the Year Ended December 31, 2019
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
1,492
|
|
$
|
383
|
|
$
|
597
|
|
$
|
2,472
|
|
Depreciation and amortization
|
2,066
|
|
385
|
|
744
|
|
3,195
|
|
||||
For the Year Ended December 31, 2018
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
1,244
|
|
$
|
531
|
|
$
|
2,062
|
|
$
|
3,837
|
|
Depreciation and amortization
|
2,170
|
|
913
|
|
2,835
|
|
5,918
|
|
||||
For the Year Ended December 31, 2017
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
551
|
|
$
|
269
|
|
$
|
2,750
|
|
$
|
3,570
|
|
Depreciation and amortization
|
1,060
|
|
420
|
|
2,489
|
|
3,969
|
|
Reconciliation of "(Loss) Income from continuing operations, net of tax" to Pro Forma Operating EBITDA
|
2019
|
2018
|
2017
|
||||||
In millions
|
|||||||||
(Loss) Income from continuing operations, net of tax
|
$
|
(614
|
)
|
$
|
405
|
|
$
|
233
|
|
+ Provision for income taxes on continuing operations
|
140
|
|
195
|
|
(1,758
|
)
|
|||
(Loss) Income from continuing operations before income taxes
|
$
|
(474
|
)
|
$
|
600
|
|
$
|
(1,525
|
)
|
+ Pro forma adjustments 1
|
122
|
|
(210
|
)
|
(320
|
)
|
|||
+ Depreciation and amortization
|
2,066
|
|
2,170
|
|
2,131
|
|
|||
- Interest income 2
|
55
|
|
39
|
|
22
|
|
|||
+ Interest expense 3
|
697
|
|
684
|
|
684
|
|
|||
- Non-operating pension/OPEB benefit 2
|
74
|
|
96
|
|
57
|
|
|||
- Foreign exchange gains (losses), net 2, 4
|
(110
|
)
|
(43
|
)
|
(493
|
)
|
|||
+ Costs historically allocated to the materials science and agriculture businesses 5
|
256
|
|
1,044
|
|
1,192
|
|
|||
- Adjusted significant items
|
(2,992
|
)
|
(1,709
|
)
|
(2,593
|
)
|
|||
Pro Forma Operating EBITDA
|
$
|
5,640
|
|
$
|
5,905
|
|
$
|
5,169
|
|
1.
|
Reflects the net pro forma impact of items directly attributable to the Transactions, as applicable. Reconciling items between "(Loss) Income from continuing operations before income taxes" and pro forma operating EBTIDA for the year ended December 31, 2017 are presented on a pro forma basis giving effect to the Merger.
|
4.
|
Excludes a $50 million pretax foreign exchange loss significant item related to adjustments to Historical EID's foreign currency exchange contracts as a result of U.S. tax reform for the year ended December 31, 2018.
|
Adjusted Significant Items by Segment for the Year Ended December 31, 2019 (Pro Forma)
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Construction
|
Non-Core
|
Corporate
|
Total
|
||||||||||||||
In millions
|
|||||||||||||||||||||
Integration and separation costs 1
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1,169
|
)
|
$
|
(1,169
|
)
|
Restructuring and asset related charges - net 2
|
(47
|
)
|
(122
|
)
|
(19
|
)
|
(32
|
)
|
(4
|
)
|
(94
|
)
|
(318
|
)
|
|||||||
Goodwill impairment charges 3
|
—
|
|
(933
|
)
|
—
|
|
—
|
|
(242
|
)
|
—
|
|
(1,175
|
)
|
|||||||
Net charge related to a joint venture 4
|
—
|
|
—
|
|
—
|
|
—
|
|
(208
|
)
|
—
|
|
(208
|
)
|
|||||||
Income tax related items 5
|
—
|
|
—
|
|
—
|
|
(48
|
)
|
—
|
|
(74
|
)
|
(122
|
)
|
|||||||
Total
|
$
|
(47
|
)
|
$
|
(1,055
|
)
|
$
|
(19
|
)
|
$
|
(80
|
)
|
$
|
(454
|
)
|
$
|
(1,337
|
)
|
$
|
(2,992
|
)
|
1.
|
Integration and separation costs related to the Merger, post-Merger integration, the Distributions and, beginning in the fourth quarter of 2019, the intended separation of the N&B Business.
|
2.
|
Includes Board approved restructuring plans and asset related charges, which include other asset impairments. See Note 6 for additional information.
|
3.
|
See Note 14 for additional information.
|
Adjusted Significant Items by Segment for the Year Ended December 31, 2018 (Pro Forma)
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Construction
|
Non-Core
|
Corporate
|
Total
|
||||||||||||||
In millions
|
|||||||||||||||||||||
Merger-related inventory step-up amortization 1
|
$
|
—
|
|
$
|
(68
|
)
|
$
|
—
|
|
$
|
(9
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(77
|
)
|
Net (gain) loss on divestitures and changes in joint venture ownership 2
|
—
|
|
—
|
|
—
|
|
(14
|
)
|
(27
|
)
|
—
|
|
(41
|
)
|
|||||||
Integration and separation costs 3
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,394
|
)
|
(1,394
|
)
|
|||||||
Restructuring and asset related charges - net 4
|
(2
|
)
|
(29
|
)
|
(2
|
)
|
(24
|
)
|
12
|
|
(102
|
)
|
(147
|
)
|
|||||||
Income tax related item 5
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(50
|
)
|
(50
|
)
|
|||||||
Total
|
$
|
(2
|
)
|
$
|
(97
|
)
|
$
|
(2
|
)
|
$
|
(47
|
)
|
$
|
(15
|
)
|
$
|
(1,546
|
)
|
$
|
(1,709
|
)
|
1.
|
Includes the fair value step-up in Historical EID's inventories as a result of the Merger and the acquisition of FMC Corporation's Health and Nutrition business in November 2017.
|
2.
|
Reflected in "Sundry income (expense) - net."
|
3.
|
Integration and separation costs related to the Merger, post-Merger integration and the Distributions.
|
4.
|
Includes Board approved restructuring plans and asset related charges, which includes other asset impairments. See Note 6 for additional information.
|
5.
|
Includes a foreign exchange loss related to adjustments to Historical EID's foreign currency exchange contracts as a result of U.S. tax reform.
|
Adjusted Significant Items by Segment for the Year Ended December 31, 2017 (Pro Forma)
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Construction
|
Non-Core
|
Corporate
|
Total
|
||||||||||||||
In millions
|
|||||||||||||||||||||
Merger-related inventory step-up amortization 1
|
$
|
(105
|
)
|
$
|
(386
|
)
|
$
|
(335
|
)
|
$
|
(407
|
)
|
$
|
(122
|
)
|
$
|
—
|
|
$
|
(1,355
|
)
|
Net gain on divestitures and changes in joint venture ownership 2
|
—
|
|
162
|
|
—
|
|
—
|
|
—
|
|
—
|
|
162
|
|
|||||||
Integration and separation costs 3
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(810
|
)
|
(810
|
)
|
|||||||
Restructuring and asset related charges - net 4
|
(129
|
)
|
(7
|
)
|
(5
|
)
|
(318
|
)
|
(31
|
)
|
(100
|
)
|
(590
|
)
|
|||||||
Total
|
$
|
(234
|
)
|
$
|
(231
|
)
|
$
|
(340
|
)
|
$
|
(725
|
)
|
$
|
(153
|
)
|
$
|
(910
|
)
|
$
|
(2,593
|
)
|
1.
|
Includes the fair value step-up in Historical EID's inventories as a result of the Merger and the acquisition of FMC Corporation's Health and Nutrition business in November 2017.
|
2.
|
Reflected in "Sundry income (expense) - net."
|
3.
|
Integration and separation costs related to the Merger, post-Merger integration and the Distributions.
|
4.
|
Includes Board approved restructuring plans and asset related charges, which includes other asset impairments. See Note 6 for additional information.
|
Selected Quarterly Financial Data
|
2019
|
||||||||||||||
In millions, except per share amounts (Unaudited)
|
First 1
|
Second
|
Third
|
Fourth
|
Year
|
||||||||||
Net sales
|
$
|
5,414
|
|
$
|
5,468
|
|
$
|
5,426
|
|
$
|
5,204
|
|
$
|
21,512
|
|
Cost of sales
|
$
|
3,621
|
|
$
|
3,496
|
|
$
|
3,531
|
|
$
|
3,408
|
|
$
|
14,056
|
|
Restructuring and asset related charges - net 2
|
$
|
71
|
|
$
|
137
|
|
$
|
82
|
|
$
|
24
|
|
$
|
314
|
|
Goodwill impairment charges
|
$
|
—
|
|
$
|
1,175
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,175
|
|
Integration and separation costs
|
$
|
611
|
|
$
|
347
|
|
$
|
191
|
|
$
|
193
|
|
$
|
1,342
|
|
(Loss) Income from continuing operations, net of tax 3
|
$
|
(74
|
)
|
$
|
(1,103
|
)
|
$
|
372
|
|
$
|
191
|
|
$
|
(614
|
)
|
Income (Loss) from discontinued operations, net of tax
|
$
|
646
|
|
$
|
566
|
|
$
|
5
|
|
$
|
(3
|
)
|
$
|
1,214
|
|
Net income (loss)
|
$
|
572
|
|
$
|
(537
|
)
|
$
|
377
|
|
$
|
188
|
|
$
|
600
|
|
Net income (loss) available for DuPont common shareholders
|
$
|
521
|
|
$
|
(571
|
)
|
$
|
372
|
|
$
|
176
|
|
$
|
498
|
|
(Loss) Earnings per common share from continuing operations - basic 4
|
$
|
(0.11
|
)
|
$
|
(1.48
|
)
|
$
|
0.49
|
|
$
|
0.24
|
|
$
|
(0.86
|
)
|
Earnings per common share from discontinued operations - basic 4
|
$
|
0.80
|
|
$
|
0.72
|
|
$
|
0.01
|
|
$
|
—
|
|
$
|
1.53
|
|
(Loss) Earnings per common share from continuing operations - diluted 4
|
$
|
(0.11
|
)
|
$
|
(1.48
|
)
|
$
|
0.49
|
|
$
|
0.24
|
|
$
|
(0.86
|
)
|
Earnings per common share from discontinued operations - diluted 4
|
$
|
0.80
|
|
$
|
0.72
|
|
$
|
0.01
|
|
$
|
—
|
|
$
|
1.53
|
|
Dividends declared per share of common stock
|
$
|
1.56
|
|
$
|
0.30
|
|
$
|
—
|
|
$
|
0.30
|
|
$
|
2.16
|
|
|
|
|
|
|
|
||||||||||
|
2018 1
|
||||||||||||||
In millions, except per share amounts (Unaudited)
|
First
|
Second
|
Third
|
Fourth
|
Year
|
||||||||||
Net sales
|
$
|
5,597
|
|
$
|
5,857
|
|
$
|
5,683
|
|
$
|
5,457
|
|
$
|
22,594
|
|
Cost of sales
|
$
|
3,805
|
|
$
|
4,085
|
|
$
|
3,770
|
|
$
|
3,642
|
|
$
|
15,302
|
|
Restructuring and asset related charges - net 2
|
$
|
53
|
|
$
|
46
|
|
$
|
11
|
|
$
|
37
|
|
$
|
147
|
|
Integration and separation costs
|
$
|
365
|
|
$
|
428
|
|
$
|
519
|
|
$
|
575
|
|
$
|
1,887
|
|
(Loss) Income from continuing operations, net of tax 5
|
$
|
(73
|
)
|
$
|
31
|
|
$
|
131
|
|
$
|
316
|
|
$
|
405
|
|
Income from discontinued operations, net of tax
|
$
|
1,210
|
|
$
|
1,773
|
|
$
|
408
|
|
$
|
204
|
|
$
|
3,595
|
|
Net income
|
$
|
1,137
|
|
$
|
1,804
|
|
$
|
539
|
|
$
|
520
|
|
$
|
4,000
|
|
Net income available for DuPont common shareholders
|
$
|
1,093
|
|
$
|
1,769
|
|
$
|
501
|
|
$
|
482
|
|
$
|
3,845
|
|
(Loss) Earnings per common share from continuing operations - basic 4
|
$
|
(0.12
|
)
|
$
|
0.03
|
|
$
|
0.15
|
|
$
|
0.40
|
|
$
|
0.46
|
|
Earnings per common share from discontinued operations - basic 4
|
$
|
1.53
|
|
$
|
2.26
|
|
$
|
0.50
|
|
$
|
0.24
|
|
$
|
4.54
|
|
(Loss) Earnings per common share from continuing operations - diluted 4, 6
|
$
|
(0.12
|
)
|
$
|
0.03
|
|
$
|
0.15
|
|
$
|
0.39
|
|
$
|
0.45
|
|
Earnings per common share from discontinued operations - diluted 4, 6
|
$
|
1.53
|
|
$
|
2.24
|
|
$
|
0.50
|
|
$
|
0.23
|
|
$
|
4.51
|
|
Dividends declared per share of common stock
|
$
|
1.14
|
|
$
|
2.28
|
|
$
|
—
|
|
$
|
1.14
|
|
$
|
4.56
|
|
1.
|
Amounts differ from those disclosed in our Quarterly Report on form 10-Q for the quarter ended March 31, 2019 and in our Annual report on Form 10-K for the year ended December 31, 2018 due to the Distributions being reflected as discontinued operations.
|
2.
|
See Note 6 for additional information.
|
4.
|
Due to quarterly changes in the share count and the allocation of income to participating securities, the sum of the four quarters may not equal the earnings per share amount calculated for the year.
|
|
DuPont de Nemours, Inc.
|
EXHIBIT 21
|
|
SUBSIDIARIES OF THE REGISTRANT
|
|
|
Organized Under
Laws Of
|
Name
|
|
Aristotle Insurance, Inc.
|
Delaware
|
Belco Technologies Corporation
|
Delaware
|
CUPOSIT Electronic Materials Zhangjiagang Co., Ltd.
|
China
|
DACI Investments, LLC
|
Delaware
|
DDP SpecialityProducts India Private Limited
|
India
|
DDP Specialty Electronic Materials US 1, LLC
|
Delaware
|
DDP Specialty Electronic Materials US 5, LLC
|
Delaware
|
DDP Specialty Electronic Materials US 9, LLC
|
Delaware
|
DDP Specialty Electronic Materials US, Inc.
|
Delaware
|
DDP Specialty Products Germany GmBH & Co. KG
|
Germany
|
DDP Specialty Products Japan K.K.
|
Japan
|
DDP Specialty Products Korea Ltd.
|
Korea
|
Dow Chemical OLED Ltd.
|
Korea
|
Dow Specialties Limited
|
Saudi Arabia
|
DPNL BV
|
The Netherlands
|
DSP Germany GmbH
|
Germany
|
DSP Germany N&B Real Estate GmbH & Co KG
|
Germany
|
DSP S.A.S.
|
France
|
Du Pont (Australia) PTY LTD.
|
Australia
|
Du Pont (Korea) Inc.
|
Korea
|
Du Pont (U.K.) Ltd.
|
United Kingdom
|
Du Pont Apollo (Shenzhen) Limited
|
China
|
Du Pont China Holding Company Ltd.
|
China
|
Du Pont China Limited
|
Hong Kong
|
Du Pont de Nemours (Belgium) BVBA
|
Belgium
|
DuPont (China) Research & Development and Management Co., Ltd.
|
China
|
DuPont (Thailand) Limited
|
Thailand
|
DuPont (U.K.) Industrial Limited
|
United Kingdom
|
DuPont Beteiligungs GmbH
|
Austria
|
DuPont de Nemours (Deutschland) GmbH
|
Germany
|
DuPont de Nemours (Luxembourg) SARL
|
Luxembourg
|
DuPont de Nemours (Nederland) B.V.
|
The Netherlands
|
DuPont de Nemours (Nederland) Holding B.V.
|
The Netherlands
|
DuPont de Nemours International Sarl
|
Switzerland
|
DuPont de Nemours, Inc.
|
Delaware
|
DuPont Denmark Holding ApS
|
Denmark
|
DuPont Deutschland Holding GmbH & Co. KG
|
Germany
|
DuPont Deutschland Real Estate GmbH
|
Germany
|
DuPont E&I Holding, Inc.
|
Delaware
|
DuPont Electronic Polymers, LP
|
Delaware
|
DuPont Electronics Microcircuits Industries, Ltd.
|
Bermuda
|
DuPont Electronics, Inc.
|
Delaware
|
DuPont Filaments - Americas, LLC
|
Delaware
|
DuPont Industrial Biosciences USA, LLC
|
Delaware
|
DuPont International (Luxembourg) SCA
|
Luxembourg
|
DuPont Kabushiki Kaisha
|
Japan
|
DuPont KGA B.V.
|
The Netherlands
|
DuPont Mexico S.A. de C.V.
|
Mexico
|
DuPont Nutrition (Thailand) Ltd
|
Thailand
|
Dupont Nutrition (Thailand) Ltd.
|
Thailand
|
DuPont Nutrition Biosciences ApS
|
Denmark
|
Dupont Nutrition Manufacturing Ireland Limited
|
Ireland
|
Dupont Nutrition Norge AS
|
Norway
|
DuPont Nutrition USA, Inc.
|
Delaware
|
DuPont Pakistan Operations (Pvt.) Limited
|
Pakistan
|
DuPont Performance Specialty Products (Thailand) Limited
|
Thailand
|
DuPont Polymers, Inc.
|
Delaware
|
DuPont S.A. de C.V.
|
Mexico
|
DuPont Safety & Construction, Inc.
|
Delaware
|
DuPont Science (Luxembourg) SARL
|
Luxembourg
|
DuPont Service Co B.V., Hoek, Grand-Saconnex Branch
|
Switzerland
|
DuPont Specialty Products Kabushiki Kaisha
|
Japan
|
DuPont Specialty Products Operations Sàrl
|
Switzerland
|
DuPont Specialty Products USA, LLC
|
Delaware
|
DuPont Stylo Corporation
|
Japan
|
DuPont Surfaces (Guangzhou) Co., Ltd.
|
China
|
DuPont Taiwan Limited
|
Taiwan
|
DuPont Teijin Films China Ltd.
|
Hong Kong
|
DuPont Toray Specialty Materials Kabushiki Kaisha
|
Japan
|
DuPont Trading (Shanghai) Co., Ltd.
|
China
|
DuPont Xingda Filaments Company Limited
|
China
|
E&C EMEA Holding 2 B.V.
|
The Netherlands
|
E&C EMEA Holding 3 B.V.
|
The Netherlands
|
E&C EMEA Holding, B.V.
|
The Netherlands
|
E&C International Holding B.V.
|
The Netherlands
|
E. I. DuPont Canada - Thetford Inc.
|
Canada
|
EIDCA Specialty Products Company
|
Canada
|
EKC Technology, Inc.
|
California
|
Electronic Materials DuPont (Dongguan) Ltd.
|
China
|
Evoqua Water Technologies Membrane Systems Pty Ltd
|
Australia
|
FCC Acquisition Corporation
|
California
|
FilmTec Corporation
|
Delaware
|
inge GmbH
|
Germany
|
MECS Inc.
|
Delaware
|
Morton Intermediate Company
|
Delaware
|
Multibase S.A.
|
France
|
Multibase, Inc.
|
Delaware
|
N&H EMEA Holding B.V.
|
The Netherlands
|
N&H International Holding 1 B.V.
|
The Netherlands
|
N&H Switzerland Holding Sàrl
|
Switzerland
|
Nitta Haas Incorporated
|
Japan
|
Nitta Haas Trading Company
|
Japan
|
Nova Scotia Company
|
Canada
|
OMEX Overseas Holdings Inc.
|
Virgin Islands
|
Orion Electromaterials S. De R.L. De C.V.
|
Mexico
|
Performance Speciality Products do Brasil
|
Brazil
|
Performance Specialty Products (India) Private Limited
|
India
|
Performance Specialty Products (Singapore) Pte. Ltd.
|
Singapore
|
Performance Specialty Products Argentina S.A.U.
|
Argentina
|
Performance Specialty Products Asturias S.L.U.
|
Spain
|
Performance Specialty Products Iberica S.L.U.
|
Spain
|
Performance Specialty Products NA, LLC
|
Delaware
|
Performance Specialty Products RUS LLC
|
Russia
|
PP EMEA Holding 3 B.V.
|
The Netherlands
|
Productos Especializados de México DDM, S. de R.L. de C.V.
|
Mexico
|
Rohm and Haas Asia Holdings B.V.
|
The Netherlands
|
Rohm and Haas Denmark Bermuda Holding Company ApS
|
Denmark
|
Rohm and Haas Electronic Materials (Dongguan) Co., Ltd.
|
China
|
Rohm and Haas Electronic Materials (Shanghai) Ltd.
|
China
|
Rohm and Haas Electronic Materials Asia Limited
|
Hong Kong
|
Rohm and Haas Electronic Materials Asia-Pacific Co., Ltd.
|
Taiwan
|
Rohm and Haas Electronic Materials CMP Asia Inc.
|
Delaware
|
Rohm and Haas Electronic Materials CMP Holdings, Inc.
|
Delaware
|
Rohm and Haas Electronic Materials CMP Inc.
|
Delaware
|
Rohm and Haas Electronic Materials CMP Korea Ltd.
|
Korea
|
Rohm and Haas Electronic Materials CMP Taiwan
|
Taiwan
|
Rohm and Haas Electronic Materials K.K.
|
Japan
|
Rohm and Haas Electronic Materials Korea Ltd.
|
Korea
|
Rohm and Haas Electronic Materials LLC
|
Delaware
|
Rohm and Haas Electronic Materials Singapore Pte. Ltd.
|
Singapore
|
Rohm and Haas Electronic Materials Taiwan Ltd.
|
Taiwan
|
Rohm and Haas Japan Holdings Y.K.
|
Japan
|
Rohm and Haas Shanghai Chemical Industry Co., Ltd.
|
China
|
Rohm and Haas Wood Treatment LLC
|
Delaware
|
Shenzhen DuPont Agriscience Investment Co., Ltd.
|
China
|
Shenzhen DuPont Performance Materials Investment Co., Ltd.
|
China
|
Solae L.L.C.
|
Delaware
|
SP EMEA Holding 1 B.V.
|
The Netherlands
|
SP EMEA Holding 2 B.V.
|
The Netherlands
|
SP EMEA Holding 7 B.V.
|
The Netherlands
|
SP Holding IB, Inc.
|
Delaware
|
SP International Holding 1 B.V.
|
The Netherlands
|
Specialty Electronic Materials Comercio de Productos Quimicos do Brazil Ltda.
|
Brazil
|
Specialty Electronic Materials Netherlands B.V.
|
The Netherlands
|
Specialty Electronic Materials Switzerland GmbH
|
Switzerland
|
Specialty Electronic Materials UK Limited
|
United Kingdom
|
Specialty Products Japan G.K.
|
Japan
|
Specialty Products N&H, Inc.
|
Delaware
|
Specialty Products Netherlands Holding 4 BV
|
The Netherlands
|
Specialty Products US, LLC
|
Delaware
|
Zhejiang OMEX Environmental Engineering Corporate
|
China
|
|
Consent of Independent Registered Public Accounting Firm
|
EXHIBIT 23.1
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
Philadelphia, Pennsylvania
|
February 14, 2020
|
|
Consent of Independent Registered Public Accounting Firm
|
EXHIBIT 23.2
|
|
|
|
/s/ DELOITTE & TOUCHE LLP
|
Deloitte & Touche LLP
|
Midland, Michigan
|
February 14, 2020
|
|
Consent of Independent Registered Public Accounting Firm
|
EXHIBIT 23.3
|
|
|
|
/s/ DELOITTE & TOUCHE LLP
|
Deloitte & Touche LLP
|
Midland, Michigan
|
February 14, 2020
|
|
Consent of Independent Registered Public Accounting Firm
|
EXHIBIT 23.4
|
|
|
|
|
|
DuPont de Nemours Inc.
|
|
EXHIBIT 31.1
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of DuPont de Nemours, 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/ C. MARC DOYLE
|
C. Marc Doyle
|
Chief Executive Officer
|
|
|
DuPont de Nemours Inc.
|
|
EXHIBIT 31.2
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of DuPont de Nemours, 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
|
|
|
DuPont de Nemours, Inc.
|
|
EXHIBIT 32.1
|
|
|
|
|
|
1.
|
the Annual Report on Form 10-K of the Company for the year ended December 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/ C. MARC DOYLE
|
C. Marc Doyle
|
Chief Executive Officer
|
February 14, 2020
|
|
|
DuPont de Nemours, Inc.
|
|
EXHIBIT 32.2
|
|
|
|
|
|
1.
|
the Annual Report on Form 10-K of the Company for the year ended December 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
|
February 14, 2020
|