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Share Name | Share Symbol | Market | Type |
---|---|---|---|
DuPont de Nemours Inc | NYSE:DD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
5.81 | 8.01% | 78.31 | 79.19 | 76.69 | 76.91 | 6,738,867 | 21:19:52 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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51-0014090
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(State or other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-Accelerated Filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Item 1.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions, except per share amounts)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Net sales
|
$
|
1,735
|
|
$
|
2,991
|
|
$
|
4,646
|
|
$
|
17,281
|
|
$
|
18,306
|
|
Cost of goods sold
|
1,511
|
|
1,975
|
|
2,997
|
|
10,205
|
|
10,923
|
|
|||||
Other operating charges
|
|
136
|
|
172
|
|
504
|
|
490
|
|
||||||
Research and development expense
|
116
|
|
278
|
|
378
|
|
1,064
|
|
1,159
|
|
|||||
Selling, general and administrative expenses
|
267
|
|
798
|
|
970
|
|
3,306
|
|
3,227
|
|
|||||
Amortization of intangibles
|
89
|
|
|
|
|
|
|||||||||
Restructuring and asset related charges - net
|
40
|
|
11
|
|
172
|
|
323
|
|
162
|
|
|||||
Integration and separation costs
|
71
|
|
|
|
|
|
|||||||||
Sundry income (expense) - net
|
88
|
|
(112
|
)
|
(15
|
)
|
166
|
|
407
|
|
|||||
Interest expense
|
27
|
|
71
|
|
93
|
|
254
|
|
278
|
|
|||||
(Loss) Income from continuing operations before income taxes
|
(298
|
)
|
(390
|
)
|
(151
|
)
|
1,791
|
|
2,474
|
|
|||||
(Benefit from) provision for income taxes on continuing operations
|
(23
|
)
|
(132
|
)
|
(85
|
)
|
149
|
|
559
|
|
|||||
(Loss) Income from continuing operations after income taxes
|
(275
|
)
|
(258
|
)
|
(66
|
)
|
1,642
|
|
1,915
|
|
|||||
(Loss) Income from discontinued operations after income taxes
|
(20
|
)
|
29
|
|
72
|
|
119
|
|
347
|
|
|||||
Net (loss) income
|
(295
|
)
|
(229
|
)
|
6
|
|
1,761
|
|
2,262
|
|
|||||
Net (loss) income attributable to noncontrolling interests
|
(2
|
)
|
5
|
|
4
|
|
20
|
|
14
|
|
|||||
Net (loss) income attributable to DuPont
|
$
|
(293
|
)
|
$
|
(234
|
)
|
$
|
2
|
|
$
|
1,741
|
|
$
|
2,248
|
|
Basic (loss) earnings per share of common stock:
|
|
|
|
|
|
||||||||||
Basic (loss) earnings per share of common stock from continuing operations
|
|
|
$
|
(0.30
|
)
|
$
|
(0.08
|
)
|
$
|
1.86
|
|
$
|
2.17
|
|
|
Basic earnings per share of common stock from discontinued operations
|
|
|
0.03
|
|
0.08
|
|
0.13
|
|
0.40
|
|
|||||
Basic (loss) earnings per share of common stock
|
|
|
$
|
(0.27
|
)
|
$
|
—
|
|
$
|
2.00
|
|
$
|
2.56
|
|
|
Diluted (loss) earnings per share of common stock:
|
|
|
|
|
|
||||||||||
Diluted (loss) earnings per share of common stock from continuing operations
|
|
|
$
|
(0.30
|
)
|
$
|
(0.08
|
)
|
$
|
1.85
|
|
$
|
2.16
|
|
|
Diluted earnings per share of common stock from discontinued operations
|
|
|
0.03
|
|
0.08
|
|
0.13
|
|
0.39
|
|
|||||
Diluted (loss) earnings per share of common stock
|
|
|
$
|
(0.27
|
)
|
$
|
—
|
|
$
|
1.99
|
|
$
|
2.55
|
|
|
Dividends declared per share of common stock
|
|
|
$
|
0.38
|
|
$
|
0.38
|
|
$
|
1.14
|
|
$
|
1.14
|
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Net (loss) income
|
$
|
(295
|
)
|
$
|
(229
|
)
|
$
|
6
|
|
$
|
1,761
|
|
$
|
2,262
|
|
Other comprehensive (loss) income - net of tax:
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gains on investments
|
—
|
|
—
|
|
5
|
|
—
|
|
11
|
|
|||||
Cumulative translation adjustments
|
(572
|
)
|
389
|
|
114
|
|
1,042
|
|
187
|
|
|||||
Adjustments to pension benefit plans
|
—
|
|
50
|
|
(16
|
)
|
247
|
|
(1,271
|
)
|
|||||
Adjustments to other benefit plans
|
—
|
|
3
|
|
(11
|
)
|
10
|
|
(230
|
)
|
|||||
Derivative instruments
|
—
|
|
1
|
|
(2
|
)
|
(10
|
)
|
32
|
|
|||||
Total other comprehensive (loss) income
|
(572
|
)
|
443
|
|
90
|
|
1,289
|
|
(1,271
|
)
|
|||||
Comprehensive (loss) income
|
(867
|
)
|
214
|
|
96
|
|
3,050
|
|
991
|
|
|||||
Comprehensive (loss) income attributable to noncontrolling interests - net of tax
|
(2
|
)
|
5
|
|
4
|
|
20
|
|
14
|
|
|||||
Comprehensive (loss) income attributable to DuPont
|
$
|
(865
|
)
|
$
|
209
|
|
$
|
92
|
|
$
|
3,030
|
|
$
|
977
|
|
|
Successor
|
Predecessor
|
||||
(In millions, except share amounts)
|
September 30,
2017 |
December 31,
2016 |
||||
Assets
|
|
|
|
|
||
Current assets
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
4,754
|
|
$
|
4,548
|
|
Marketable securities
|
1,826
|
|
1,362
|
|
||
Accounts and notes receivable - net
|
7,898
|
|
4,959
|
|
||
Inventories
|
8,783
|
|
5,350
|
|
||
Other current assets
|
371
|
|
505
|
|
||
Assets held for sale- current
|
3,171
|
|
789
|
|
||
Total current assets
|
26,803
|
|
17,513
|
|
||
Investment in nonconsolidated affiliates
|
1,675
|
|
649
|
|
||
Property, plant and equipment - net of accumulated depreciation (September 30, 2017 - $121; December 31, 2016 - $14,164)
|
11,902
|
|
8,851
|
|
||
Goodwill
|
45,213
|
|
4,169
|
|
||
Other intangible assets
|
27,668
|
|
3,664
|
|
||
Deferred income taxes
|
491
|
|
3,308
|
|
||
Other assets
|
2,068
|
|
1,810
|
|
||
Total Assets
|
$
|
115,820
|
|
$
|
39,964
|
|
Liabilities and Equity
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
||
Short-term borrowings and capital lease obligations
|
$
|
5,920
|
|
$
|
429
|
|
Accounts payable
|
3,694
|
|
3,678
|
|
||
Income taxes payable
|
134
|
|
101
|
|
||
Accrued and other current liabilities
|
2,477
|
|
4,650
|
|
||
Liabilities held for sale - current
|
108
|
|
74
|
|
||
Total current liabilities
|
12,333
|
|
8,932
|
|
||
Long-Term Debt
|
9,815
|
|
8,107
|
|
||
Other Noncurrent Liabilities
|
|
|
||||
Deferred income tax liabilities
|
9,443
|
|
425
|
|
||
Pension and other post employment benefits - noncurrent
|
8,015
|
|
|
|
||
Other noncurrent obligations
|
1,976
|
|
12,304
|
|
||
Total noncurrent liabilities
|
29,249
|
|
20,836
|
|
||
Stockholders’ equity
|
|
|
|
|
||
Preferred stock, without par value – cumulative; 23,000,000 shares authorized;
issued at September 30, 2017 and December 31, 2016:
|
|
|
||||
$4.50 Series – 1,673,000 shares (callable at $120)
|
169
|
|
167
|
|
||
$3.50 Series – 700,000 shares (callable at $102)
|
70
|
|
70
|
|
||
Common stock, $.30 par value; 1,800,000,000 shares authorized; issued at September 30, 2017 - 100 and December 31, 2016 – 950,044,000
|
—
|
|
285
|
|
||
Additional paid-in capital
|
74,706
|
|
11,190
|
|
||
(Accumulated deficit) retained earnings
|
(295
|
)
|
14,924
|
|
||
Accumulated other comprehensive loss
|
(572
|
)
|
(9,911
|
)
|
||
Common stock held in treasury, at cost (Shares: December 31, 2016 – 87,041,000)
|
—
|
|
(6,727
|
)
|
||
Total DuPont stockholders’ equity
|
74,078
|
|
9,998
|
|
||
Noncontrolling interests
|
160
|
|
198
|
|
||
Total equity
|
74,238
|
|
10,196
|
|
||
Total Liabilities and Equity
|
$
|
115,820
|
|
$
|
39,964
|
|
|
Successor
|
Predecessor
|
|||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||
Operating activities
|
|
|
|
||||||
Net (loss) income
|
$
|
(295
|
)
|
$
|
1,761
|
|
$
|
2,262
|
|
Adjustments to reconcile net (loss) income to cash used for operating activities:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
200
|
|
749
|
|
979
|
|
|||
Provision for deferred income tax
|
211
|
|
|
|
|
|
|||
Net periodic pension (benefit) cost
|
(28
|
)
|
295
|
|
474
|
|
|||
Pension contributions
|
(19
|
)
|
(3,024
|
)
|
(427
|
)
|
|||
Net gain on sales of property, businesses, consolidated companies, and investments
|
(1
|
)
|
(204
|
)
|
(385
|
)
|
|||
Restructuring and asset related charges - net
|
40
|
|
|
|
|||||
Asset related charges
|
|
279
|
|
247
|
|
||||
Amortization of inventory step-up
|
429
|
|
|
|
|
|
|||
Other net (gain) loss
|
(61
|
)
|
481
|
|
421
|
|
|||
Change in operating assets and liabilities - net
|
(786
|
)
|
(4,286
|
)
|
(4,598
|
)
|
|||
Cash used for operating activities
|
(310
|
)
|
(3,949
|
)
|
(1,027
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||
Capital expenditures
|
(92
|
)
|
(687
|
)
|
(759
|
)
|
|||
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested
|
1
|
|
300
|
|
240
|
|
|||
Acquisitions of businesses - net of cash acquired
|
3
|
|
(246
|
)
|
—
|
|
|||
Investments in and loans to nonconsolidated affiliates
|
—
|
|
(22
|
)
|
(2
|
)
|
|||
Purchases of investments
|
(26
|
)
|
(5,457
|
)
|
(1,462
|
)
|
|||
Proceeds from sales and maturities of investments
|
1,049
|
|
3,977
|
|
1,294
|
|
|||
Foreign currency exchange contract settlements
|
|
|
(206
|
)
|
(370
|
)
|
|||
Other investing activities - net
|
—
|
|
(41
|
)
|
(16
|
)
|
|||
Cash provided by (used for) investing activities
|
935
|
|
(2,382
|
)
|
(1,075
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||
Change in short-term (less than 90 days) borrowings
|
588
|
|
3,610
|
|
2,624
|
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
2,734
|
|
783
|
|
|||
Payments on long-term debt
|
(41
|
)
|
(229
|
)
|
(831
|
)
|
|||
Repurchase of common stock
|
|
|
—
|
|
(416
|
)
|
|||
Proceeds from exercise of stock options
|
11
|
|
235
|
|
118
|
|
|||
Dividends paid to stockholders
|
(326
|
)
|
(666
|
)
|
(1,004
|
)
|
|||
Other financing activities
|
(2
|
)
|
(52
|
)
|
(44
|
)
|
|||
Cash provided by financing activities
|
230
|
|
5,632
|
|
1,230
|
|
|||
Effect of exchange rate changes on cash
|
(69
|
)
|
187
|
|
24
|
|
|||
Cash reclassified as held for sale
|
$
|
(37
|
)
|
$
|
(31
|
)
|
$
|
(19
|
)
|
Increase (decrease) in cash and cash equivalents
|
$
|
749
|
|
$
|
(543
|
)
|
$
|
(867
|
)
|
Cash and cash equivalents at beginning of period
|
4,005
|
|
4,548
|
|
5,228
|
|
|||
Cash and cash equivalents at end of period
|
$
|
4,754
|
|
$
|
4,005
|
|
$
|
4,361
|
|
(In millions)
|
Preferred Stock
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings
|
Accumulated Other Comp Loss
|
Treasury Stock
|
Non-controlling Interests
|
Total Equity
|
||||||||||||||||
Predecessor
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at January 1, 2016
|
$
|
237
|
|
$
|
288
|
|
$
|
11,081
|
|
$
|
14,510
|
|
$
|
(9,396
|
)
|
(6,727
|
)
|
207
|
|
$
|
10,200
|
|
||
Net income
|
|
|
|
2,248
|
|
|
|
14
|
|
2,262
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
(1,271
|
)
|
|
|
(1,271
|
)
|
||||||||||||||
Common dividends ($1.14 per share)
|
|
|
|
(1,001
|
)
|
|
|
(12
|
)
|
(1,013
|
)
|
|||||||||||||
Preferred dividends
|
|
|
|
(7
|
)
|
|
|
|
(7
|
)
|
||||||||||||||
Common stock issued - compensation plans
|
|
|
207
|
|
|
|
|
|
207
|
|
||||||||||||||
Common stock repurchased
|
|
(1
|
)
|
|
|
|
(416
|
)
|
(2
|
)
|
(419
|
)
|
||||||||||||
Common stock retired
|
|
|
(70
|
)
|
(343
|
)
|
|
416
|
|
|
3
|
|
||||||||||||
Sale of a majority interest in a consolidated subsidiary
|
|
|
(4
|
)
|
|
|
|
(4
|
)
|
(8
|
)
|
|||||||||||||
Balance at September 30, 2016
|
$
|
237
|
|
$
|
287
|
|
$
|
11,214
|
|
$
|
15,407
|
|
$
|
(10,667
|
)
|
$
|
(6,727
|
)
|
$
|
203
|
|
$
|
9,954
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at January 1, 2017
|
$
|
237
|
|
$
|
285
|
|
$
|
11,190
|
|
$
|
14,924
|
|
$
|
(9,911
|
)
|
$
|
(6,727
|
)
|
$
|
198
|
|
10,196
|
|
|
Net income
|
|
|
|
1,741
|
|
|
|
20
|
|
1,761
|
|
|||||||||||||
Other comprehensive income
|
|
|
|
|
1,289
|
|
|
|
1,289
|
|
||||||||||||||
Common dividends ($1.14 per share)
|
|
|
|
(991
|
)
|
|
|
(4
|
)
|
(995
|
)
|
|||||||||||||
Preferred dividends
|
|
|
|
(7
|
)
|
|
|
|
(7
|
)
|
||||||||||||||
Common stock issued - compensation plans
|
|
2
|
|
273
|
|
|
|
|
|
275
|
|
|||||||||||||
Common stock repurchased
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Common stock retired
|
|
(26
|
)
|
(1,044
|
)
|
(5,657
|
)
|
|
6,727
|
|
|
—
|
|
|||||||||||
Sale of a majority interest in a consolidated subsidiary
|
|
|
|
|
|
|
(2
|
)
|
(2
|
)
|
||||||||||||||
Balance at August 31, 2017
|
$
|
237
|
|
$
|
261
|
|
$
|
10,419
|
|
$
|
10,010
|
|
$
|
(8,622
|
)
|
$
|
—
|
|
$
|
212
|
|
$
|
12,517
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Preferred Stock
|
Common Stock
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Accumulated Other Comp Loss
|
Treasury Stock
|
Non-controlling Interests
|
Total Equity
|
||||||||||||||||
Successor
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at September 1, 2017 (remeasured upon Merger)
|
$
|
239
|
|
$
|
—
|
|
$
|
74,680
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
162
|
|
$
|
75,081
|
|
Net loss
|
|
|
|
(293
|
)
|
|
|
(2
|
)
|
(295
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
(572
|
)
|
|
|
(572
|
)
|
||||||||||||||
Issuance of parent company stock
|
|
|
11
|
|
|
|
|
|
11
|
|
||||||||||||||
Stock-based compensation
|
|
|
15
|
|
|
|
|
|
15
|
|
||||||||||||||
Other
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
||||||||||||||
Balance at September 30, 2017
|
$
|
239
|
|
$
|
—
|
|
$
|
74,706
|
|
$
|
(295
|
)
|
$
|
(572
|
)
|
$
|
—
|
|
$
|
160
|
|
$
|
74,238
|
|
|
E.I. du Pont de Nemours and Company
|
|
|
Notes to the Consolidated Financial Statements
|
|
Note
|
|
Page
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
9
|
||
10
|
||
11
|
||
12
|
||
13
|
||
14
|
||
15
|
||
16
|
||
17
|
||
18
|
||
19
|
•
|
Included royalty income within net sales. In the Predecessor periods, royalty income is included within sundry income (expense) - net.
|
•
|
Eliminated the other operating charges line item. In the Successor period, these charges are included in costs of goods sold, selling, general and administrative expenses and amortization of intangibles.
|
•
|
Presented amortization of intangibles as a separate line item. In the Predecessor periods, amortization is included within selling, general and administrative expenses, other operating charges, and research and development expenses
|
•
|
Presented integration and separation costs as a separate line item. In the Predecessor periods, these costs are included within selling, general and administrative expenses.
|
•
|
Included interest accrued related to unrecognized tax benefits in the provision for income taxes. In the Predecessor period, interest accrued related to unrecognized tax benefits is included in sundry income (expense) - net.
|
•
|
Included loans to nonconsolidated affiliates within noncurrent receivables. In the Predecessor period, loans are included within investment in nonconsolidated affiliates.
|
•
|
Included accrued discounts and rebates within accounts payable. In the Predecessor period, accrued discounts and rebates are included within accrued and other current liabilities.
|
•
|
Included non-current pension liabilities within pension and other post employment benefits - noncurrent. In the Predecessor period, non-current pension liabilities are included within other noncurrent obligations.
|
•
|
Included foreign currency exchange contract settlements within cash flows from operating activities, regardless of hedge accounting qualification. In the Predecessor period, DuPont reflected non-qualified hedge programs, specifically forward contracts, options and cash collateral activity, within cash flows from investing activities. In the Predecessor period, DuPont reflected cash flows from qualified programs within the line item it related to (i.e., revenue hedge cash flows presented within changes from accounts receivable).
|
•
|
Aligned the line items within the "change in operating assets and liabilities - net" to the DowDuPont presentation, including accounts and notes receivable, inventories, accounts payable, and other assets and liabilities. In the Predecessor period, the line item "changes in operating assets and liabilities - net" includes accounts and notes receivable, inventories and other operating assets, accounts payable and other operating liabilities, and accrued interest and income taxes.
|
Consideration
In millions (except exchange ratio)
|
|
||
DuPont Common Stock outstanding as of the Merger Effectiveness Time
|
868.3
|
|
|
DuPont exchange ratio
|
1.2820
|
|
|
DowDuPont Common Stock issued in exchange for DuPont Common Stock
|
1,113.2
|
|
|
Fair value of DowDuPont Common Stock issued
1
|
$
|
74,195
|
|
Fair value of DowDuPont equity awards issued in exchange for outstanding DuPont equity awards
2
|
485
|
|
|
Total consideration
|
$
|
74,680
|
|
1.
|
Amount was determined based on the price per share of Dow Common Stock of
$66.65
on August 31, 2017.
|
2.
|
Represents the fair value of replacement awards issued for DuPont's equity awards outstanding immediately before the Merger and attributable to the service periods prior to the Merger. The previous DuPont equity awards were converted into the right to receive
1.2820
shares of DowDuPont Common Stock.
|
Fair Value of DuPont Assets and Liabilities as of the Merger Effectiveness Time
|
|
||
(In millions)
|
|||
Fair Value of Assets
|
|
||
Cash and cash equivalents
|
$
|
4,005
|
|
Marketable securities
|
2,849
|
|
|
Accounts and notes receivable - net
|
7,851
|
|
|
Inventories
|
8,886
|
|
|
Other current assets
|
360
|
|
|
Investment in nonconsolidated affiliates
|
1,685
|
|
|
Assets held for sale - current
|
3,184
|
|
|
Property, plant and equipment - net
|
12,122
|
|
|
Goodwill
1
|
45,501
|
|
|
Other intangible assets
1
|
27,844
|
|
|
Deferred income tax assets
|
487
|
|
|
Other assets
|
2,076
|
|
|
Total Assets
|
$
|
116,850
|
|
Fair Value of Liabilities
|
|
||
Short-term borrowings and capital lease obligations
|
$
|
5,319
|
|
Accounts payable
|
3,283
|
|
|
Income taxes payable
|
140
|
|
|
Accrued and other current liabilities
|
3,517
|
|
|
Liabilities held for sale - current
|
104
|
|
|
Long-term debt
|
9,878
|
|
|
Deferred income tax liabilities
|
9,408
|
|
|
Pension and other post employment benefits - noncurrent
2
|
8,092
|
|
|
Other noncurrent obligations
|
2,028
|
|
|
Total Liabilities
|
$
|
41,769
|
|
Noncontrolling interests
|
162
|
|
|
Preferred stock
|
239
|
|
|
Fair Value of Net Assets (Consideration for the Merger)
|
$
|
74,680
|
|
1.
|
See Note 11 for additional information.
|
2.
|
Includes pension and other post employment benefits as well as long-term disability obligations.
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Integration and separation costs
|
$
|
71
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
$
|
210
|
|
$
|
122
|
|
$
|
581
|
|
$
|
222
|
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Net sales
|
$
|
116
|
|
$
|
191
|
|
$
|
271
|
|
$
|
1,068
|
|
$
|
1,077
|
|
Cost of goods sold
|
110
|
|
79
|
|
93
|
|
412
|
|
399
|
|
|||||
Other operating charges
|
|
|
5
|
|
4
|
|
17
|
|
14
|
|
|||||
Research and development expenses
|
9
|
|
24
|
|
32
|
|
95
|
|
101
|
|
|||||
Selling, general and administrative expenses
|
29
|
|
46
|
|
46
|
|
146
|
|
128
|
|
|||||
Restructuring and asset related charges - net
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
|||||
Sundry income (expense) - net
|
—
|
|
—
|
|
(1
|
)
|
7
|
|
—
|
|
|||||
(Loss) income from discontinued operations before income taxes
|
(32
|
)
|
37
|
|
95
|
|
405
|
|
438
|
|
|||||
(Benefit from) provision for income taxes
|
(12
|
)
|
8
|
|
16
|
|
79
|
|
84
|
|
|||||
(Loss) Income from discontinued operations after income taxes
|
$
|
(20
|
)
|
$
|
29
|
|
$
|
79
|
|
$
|
326
|
|
$
|
354
|
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Depreciation
|
$
|
—
|
|
$
|
5
|
|
$
|
8
|
|
$
|
21
|
|
$
|
24
|
|
Capital expenditures
|
$
|
4
|
|
$
|
—
|
|
$
|
8
|
|
$
|
8
|
|
$
|
18
|
|
|
Successor
|
Predecessor
|
||||
(In millions)
|
September 30, 2017
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
125
|
|
$
|
57
|
|
Accounts and notes receivable - net
|
39
|
|
12
|
|
||
Inventories
|
973
|
|
323
|
|
||
Other current assets
|
1
|
|
1
|
|
||
Property, plant and equipment - net
|
523
|
|
380
|
|
||
Goodwill
|
145
|
|
11
|
|
||
Other intangible assets
|
1,360
|
|
—
|
|
||
Other assets
|
5
|
|
5
|
|
||
Assets held for sale
|
$
|
3,171
|
|
$
|
789
|
|
Accounts payable
|
62
|
|
27
|
|
||
Accrued and other current liabilities
|
13
|
|
12
|
|
||
Deferred income tax liabilities
|
—
|
|
6
|
|
||
Pension and other post employment benefits - noncurrent
|
12
|
|
—
|
|
||
Other noncurrent obligations
|
21
|
|
29
|
|
||
Liabilities held for sale
|
$
|
108
|
|
$
|
74
|
|
(In millions)
|
Severance and Related Benefit Costs
|
||
Charges to (loss) income from continuing operations for the period September 1 through September 30, 2017 (Successor)
|
$
|
40
|
|
Payments
|
(1
|
)
|
|
Non-cash compensation
|
(7
|
)
|
|
Balance as of September 30, 2017
|
$
|
32
|
|
(In millions)
|
Severance and Related Benefit Costs
|
Asset Related Charges
1
|
Total
|
||||||
Charges to income from continuing operations for the period January 1 through August 31, 2017 (Predecessor)
|
$
|
34
|
|
$
|
279
|
|
$
|
313
|
|
Payments
|
(8
|
)
|
—
|
|
(8
|
)
|
|||
Asset write-offs
|
—
|
|
(279
|
)
|
$
|
(279
|
)
|
||
Balance as of August 31, 2017
|
$
|
26
|
|
$
|
—
|
|
$
|
26
|
|
|
|
|
|
||||||
Charges to income from continuing operations for the period September 1 through September 30, 2017 (Successor)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Payments
|
(1
|
)
|
—
|
|
(1
|
)
|
|||
Balance as of September 30, 2017
|
$
|
25
|
|
$
|
—
|
|
$
|
25
|
|
1.
|
Includes
accelerated depreciation related to site closure. Charge for accelerated depreciation represents the difference between the depreciation expense to be recognized over the revised useful life of the site, based upon the anticipated date the site will be closed and depreciation expense as determined utilizing the useful life prior to the restructuring action.
|
(In millions)
|
Severance and Related Benefit Costs
|
Other Non-Personnel Charges
1
|
Total
|
||||||
Balance at December 31, 2016 (Predecessor)
|
$
|
100
|
|
$
|
22
|
|
$
|
122
|
|
Payments
|
(76
|
)
|
(11
|
)
|
(87
|
)
|
|||
Net translation adjustment
|
2
|
|
—
|
|
2
|
|
|||
Other adjustments
|
10
|
|
—
|
|
10
|
|
|||
Balance as of August 31, 2017
|
$
|
36
|
|
$
|
11
|
|
$
|
47
|
|
|
|
|
|
||||||
Balance at September 1, 2017 (Successor)
|
$
|
36
|
|
$
|
11
|
|
$
|
47
|
|
Payments
|
(11
|
)
|
(1
|
)
|
(12
|
)
|
|||
Balance as of September 30, 2017
|
$
|
25
|
|
$
|
10
|
|
$
|
35
|
|
1.
|
Other non-personnel charges consist of contractual obligation costs.
|
Sundry Income (Expense) - Net
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Royalty income
1
|
|
$
|
11
|
|
$
|
27
|
|
$
|
84
|
|
$
|
108
|
|
||
Interest income
|
$
|
12
|
|
26
|
|
30
|
|
83
|
|
71
|
|
||||
Equity in (losses) earnings of affiliates - net
|
(4
|
)
|
13
|
|
22
|
|
55
|
|
60
|
|
|||||
Net gain on sales of businesses and other assets
2,3
|
1
|
|
2
|
|
—
|
|
205
|
|
384
|
|
|||||
Net exchange gains (losses)
|
77
|
|
(195
|
)
|
(76
|
)
|
(394
|
)
|
(212
|
)
|
|||||
Miscellaneous income and expenses - net
4
|
2
|
|
31
|
|
(18
|
)
|
133
|
|
(4
|
)
|
|||||
Sundry income (expense) - net
|
$
|
88
|
|
$
|
(112
|
)
|
$
|
(15
|
)
|
$
|
166
|
|
$
|
407
|
|
1.
|
In the Successor period, royalty income of
$9 million
is included in Net Sales.
|
2.
|
Includes a pre-tax gain of
$162 million
(
$86 million
net of tax) for the
period January 1 through August 31, 2017
related to the sale of the global food safety diagnostic business. See Note 4 for additional information.
|
3.
|
Includes a pre-tax gain of
$369 million
(
$214 million
net of tax) for the
nine months ended
September 30, 2016
related to the sale of DuPont (Shenzhen) Manufacturing Limited. See Note 4 for additional information.
|
4.
|
Miscellaneous income and expenses - net, includes interest items, gains (losses) on available for sale securities, gains related to litigation settlements, licensing income, gains on purchases, and other items.
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Subsidiary Monetary Position (Loss) Gain
|
|
|
|
|
|
||||||||||
Pre-tax exchange (loss) gain
|
$
|
(35
|
)
|
$
|
65
|
|
$
|
6
|
|
$
|
37
|
|
$
|
185
|
|
Local tax (expenses) benefits
|
(31
|
)
|
88
|
|
18
|
|
217
|
|
(29
|
)
|
|||||
Net after-tax impact from subsidiary exchange (loss) gain
|
$
|
(66
|
)
|
$
|
153
|
|
$
|
24
|
|
$
|
254
|
|
$
|
156
|
|
|
|
|
|
|
|
||||||||||
Hedging Program Gain (Loss)
|
|
|
|
|
|
||||||||||
Pre-tax exchange gain (loss)
|
$
|
112
|
|
$
|
(260
|
)
|
$
|
(82
|
)
|
$
|
(431
|
)
|
$
|
(397
|
)
|
Tax (expenses) benefits
|
(40
|
)
|
94
|
|
30
|
|
155
|
|
143
|
|
|||||
Net after-tax impact from hedging program exchange gain (loss)
|
$
|
72
|
|
$
|
(166
|
)
|
$
|
(52
|
)
|
$
|
(276
|
)
|
$
|
(254
|
)
|
|
|
|
|
|
|
||||||||||
Total Exchange Gain (Loss)
|
|
|
|
|
|
||||||||||
Pre-tax exchange gain (loss)
|
$
|
77
|
|
$
|
(195
|
)
|
$
|
(76
|
)
|
$
|
(394
|
)
|
$
|
(212
|
)
|
Tax (expenses) benefits
|
$
|
(71
|
)
|
$
|
182
|
|
$
|
48
|
|
$
|
372
|
|
$
|
114
|
|
Net after-tax exchange gain (loss)
|
$
|
6
|
|
$
|
(13
|
)
|
$
|
(28
|
)
|
$
|
(22
|
)
|
$
|
(98
|
)
|
|
Predecessor
|
|||||||||||
|
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||
Numerator:
|
|
|
|
|
||||||||
(Loss) income from continuing operations after income taxes attributable to DuPont
|
(263
|
)
|
(70
|
)
|
1,624
|
|
1,902
|
|
||||
Preferred dividends
|
(2
|
)
|
(2
|
)
|
(7
|
)
|
(7
|
)
|
||||
(Loss) income from continuing operations after income taxes available to DuPont common stockholders
|
$
|
(265
|
)
|
$
|
(72
|
)
|
$
|
1,617
|
|
$
|
1,895
|
|
|
|
|
|
|
||||||||
Income from discontinued operations after income taxes available to DuPont common stockholders
|
29
|
|
72
|
|
117
|
|
346
|
|
||||
|
|
|
|
|
||||||||
Net (loss) income available to common stockholders
|
$
|
(236
|
)
|
$
|
—
|
|
$
|
1,734
|
|
$
|
2,241
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding - Basic
|
868,992,000
|
|
874,292,000
|
|
867,888,000
|
|
874,274,000
|
|
||||
Dilutive effect of the company’s employee compensation plans
1
|
—
|
|
5,099,000
|
|
4,532,000
|
|
4,332,000
|
|
||||
Weighted-average number of common shares outstanding - Diluted
1
|
868,992,000
|
|
879,391,000
|
|
872,420,000
|
|
878,606,000
|
|
1.
|
Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.
|
|
Predecessor
|
|||||||
|
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||
Average number of stock options
|
4,832,000
|
|
4,558,000
|
|
1,906
|
|
4,885,000
|
|
|
Successor
|
Predecessor
|
||||
(In millions)
|
September 30,
2017 |
December 31,
2016 |
||||
Finished products
|
$
|
4,132
|
|
$
|
2,961
|
|
Semi-finished products
|
3,310
|
|
1,877
|
|
||
Raw materials
|
388
|
|
292
|
|
||
Stores and supplies
|
336
|
|
398
|
|
||
Total
|
8,166
|
|
5,528
|
|
||
Adjustment of inventories to a last-in, first-out (LIFO) basis
|
617
|
|
(178
|
)
|
||
Total inventories
|
$
|
8,783
|
|
$
|
5,350
|
|
|
Successor
|
Predecessor
|
||||
(In millions)
|
September 30, 2017
|
December 31, 2016
|
||||
Land and land improvements
|
$
|
941
|
|
$
|
501
|
|
Buildings
|
2,558
|
|
4,224
|
|
||
Machinery and equipment
|
7,559
|
|
16,909
|
|
||
Construction in progress
|
965
|
|
1,381
|
|
||
Total property, plant and equipment
|
12,023
|
|
23,015
|
|
||
Accumulated depreciation
|
(121
|
)
|
(14,164
|
)
|
||
Total property, plant and equipment - net
|
$
|
11,902
|
|
$
|
8,851
|
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Depreciation expense
|
$
|
111
|
|
$
|
143
|
|
$
|
226
|
|
$
|
589
|
|
$
|
683
|
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
September 30, 2017
|
December 31, 2016
|
||||||||||||||||
|
Gross
|
Accumulated
Amortization
|
Net
|
Gross
|
Accumulated
Amortization
|
Net
|
||||||||||||
Intangible assets subject to amortization (Definite-lived):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer-related
|
$
|
9,383
|
|
$
|
(45
|
)
|
$
|
9,338
|
|
$
|
1,574
|
|
$
|
(586
|
)
|
$
|
988
|
|
Developed technology
|
4,112
|
|
(34
|
)
|
4,078
|
|
1,410
|
|
(838
|
)
|
572
|
|
||||||
Trademarks/trade names
|
1,071
|
|
(6
|
)
|
1,065
|
|
53
|
|
(15
|
)
|
38
|
|
||||||
Microbial cell factories
1
|
430
|
|
(2
|
)
|
428
|
|
|
|
|
|||||||||
Other
2
|
297
|
|
(2
|
)
|
295
|
|
171
|
|
(82
|
)
|
89
|
|
||||||
Total other intangible assets with finite lives
|
15,293
|
|
(89
|
)
|
15,204
|
|
3,208
|
|
(1,521
|
)
|
1,687
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Intangible assets not subject to amortization (Indefinite-lived):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
In-process research and development ("IPR&D")
|
655
|
|
—
|
|
655
|
|
73
|
|
—
|
|
73
|
|
||||||
Microbial cell factories
1
|
|
|
|
306
|
|
—
|
|
306
|
|
|||||||||
Germplasm
3
|
6,773
|
|
—
|
|
6,773
|
|
1,053
|
|
—
|
|
1,053
|
|
||||||
Trademarks / trade names
|
5,036
|
|
—
|
|
5,036
|
|
545
|
|
—
|
|
545
|
|
||||||
Total other intangible assets
|
12,464
|
|
—
|
|
12,464
|
|
1,977
|
|
—
|
|
1,977
|
|
||||||
Total
|
$
|
27,757
|
|
$
|
(89
|
)
|
$
|
27,668
|
|
$
|
5,185
|
|
$
|
(1,521
|
)
|
$
|
3,664
|
|
1.
|
Microbial cell factories, derived from natural microbes, are used to sustainably produce enzymes, peptides and chemicals using natural metabolic processes. The company recognized the microbial cell factories as intangible assets upon the acquisition of Danisco. As a result of the valuation as part of the merger, it was determined that this now has a definite life and therefore it has been moved from indefinite-lived to definite-lived as of September 1, 2017.
|
2.
|
Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements.
|
3.
|
Pioneer germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. The company recognized germplasm as an intangible asset upon the acquisition of Pioneer. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.
|
Intangible Assets
|
Gross Carrying Amount
|
Weighted-average Amortization Period (years)
|
||
(In millions)
|
||||
Intangible assets with finite lives:
|
|
|
||
Customer-related
|
$
|
9,434
|
|
18
|
Developed technology
|
4,124
|
|
12
|
|
Trademarks/trade names
|
1,073
|
|
12
|
|
Microbial cell factories
|
430
|
|
23
|
|
Other
|
294
|
|
15
|
|
Total other intangible assets with finite lives
|
$
|
15,355
|
|
|
Intangible assets with indefinite lives:
|
|
|
||
IPR&D
|
$
|
655
|
|
|
Germplasm
|
6,773
|
|
|
|
Trademarks/trade names
|
5,061
|
|
|
|
Total intangible assets
|
$
|
27,844
|
|
|
Short-term borrowings and capital lease obligations
|
Successor
|
Predecessor
|
||||
(In millions)
|
September 30, 2017
|
December 31, 2016
|
||||
Commercial paper
|
$
|
3,244
|
|
$
|
386
|
|
Other loans - various currencies
|
48
|
|
39
|
|
||
Long-term debt payable within one year
|
1,328
|
|
4
|
|
||
Repurchase facility
|
1,300
|
|
—
|
|
||
Total short-term borrowings and capital lease obligations
|
$
|
5,920
|
|
$
|
429
|
|
Long Term Debt
|
Successor
1
|
Predecessor
|
||||||
|
September 30, 2017
|
December 31, 2016
|
||||||
(In millions)
|
Amount
|
Weighted Average Rate
|
Amount
|
|||||
Promissory notes and debentures:
|
|
|
|
|||||
Final maturity 2018
|
$
|
1,293
|
|
1.59
|
%
|
$
|
1,290
|
|
Final maturity 2019
|
525
|
|
2.23
|
%
|
500
|
|
||
Final maturity 2020
|
3,079
|
|
1.78
|
%
|
999
|
|
||
Final maturity 2021
|
1,586
|
|
2.07
|
%
|
1,498
|
|
||
Final maturity 2023 and thereafter
|
3,496
|
|
3.32
|
%
|
3,188
|
|
||
Other facilities:
|
|
|
|
|||||
Term loan due 2019
|
1,000
|
|
2.24
|
%
|
500
|
|
||
Other loans
|
19
|
|
4.32
|
%
|
22
|
|
||
Foreign currency loans, various rates and maturities
|
30
|
|
2.84
|
%
|
29
|
|
||
Medium-term notes, varying maturities through 2043
|
110
|
|
0.98
|
%
|
111
|
|
||
Capital lease obligations
|
5
|
|
|
|
9
|
|
||
Less: Unamortized debt discount and issuance costs
|
—
|
|
|
|
35
|
|
||
Less: Long-term debt due within one year
|
1,328
|
|
|
|
4
|
|
||
Total
|
$
|
9,815
|
|
|
$
|
8,107
|
|
1.
|
The Successor period includes the reflection of debt at fair value at the date of the Merger. See Note 3 for additional information regarding the Merger.
|
Maturities of Long-Term Debt For Next Five Years
|
|
||
(In millions)
|
|
||
2017
|
$
|
2
|
|
2018
|
1,284
|
|
|
2019
|
1,505
|
|
|
2020
|
3,005
|
|
|
2021
|
1,505
|
|
|
2022
|
2
|
|
Guarantees at September 30, 2017 (Successor)
|
Final Expiration
|
Maximum Future Payments
|
||
(In millions)
|
||||
Obligations for customers and suppliers
1
:
|
|
|
||
Bank borrowings
|
2022
|
$
|
111
|
|
Obligations for non-consolidated affiliates
2
:
|
|
|
|
|
Bank borrowings
|
2017
|
164
|
|
|
Obligations for Chemours
3
:
|
|
|
|
|
Chemours' purchase obligations
|
2018
|
11
|
|
|
Residual value guarantees
4
|
2029
|
37
|
|
|
Total guarantees
|
|
$
|
323
|
|
1.
|
Existing guarantees for customers and suppliers, as part of contractual agreements.
|
2.
|
Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.
|
3.
|
Guarantee for Chemours' raw material purchase obligations under agreement with third party supplier.
|
4.
|
The company provides guarantees related to leased assets specifying the residual value that will be available to the lessor at lease termination through sale of the assets to the lessee or third parties.
|
(In millions)
|
Cumulative Translation Adjustment
1
|
Derivative Instruments
|
Pension Benefit Plans
|
Other Benefit Plans
|
Unrealized Gain (Loss) on Investments
|
Total
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance January 1, 2017 (
Predecessor
)
|
$
|
(2,843
|
)
|
$
|
7
|
|
$
|
(6,720
|
)
|
$
|
(357
|
)
|
$
|
2
|
|
$
|
(9,911
|
)
|
Other comprehensive income (loss) before reclassifications
|
1,042
|
|
3
|
|
(78
|
)
|
—
|
|
1
|
|
968
|
|
||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
(13
|
)
|
325
|
|
10
|
|
(1
|
)
|
321
|
|
||||||
Net other comprehensive income (loss)
|
1,042
|
|
(10
|
)
|
247
|
|
10
|
|
—
|
|
1,289
|
|
||||||
Balance August 31, 2017 (
Predecessor
)
|
$
|
(1,801
|
)
|
$
|
(3
|
)
|
$
|
(6,473
|
)
|
$
|
(347
|
)
|
$
|
2
|
|
$
|
(8,622
|
)
|
|
|
|
|
|
|
|
||||||||||||
Balance September 1, 2017 (
Successor
)
2
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Other comprehensive loss before reclassifications
|
(572
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(572
|
)
|
||||||
Net other comprehensive loss
|
(572
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(572
|
)
|
||||||
Balance September 30, 2017 (
Successor
)
|
$
|
(572
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(572
|
)
|
1.
|
The cumulative translation adjustment gain for the period January 1 through August 31, 2017 is primarily driven by the weakening of the U.S dollar (USD) against the European Euro (EUR). The cumulative translation adjustment loss for the period September 1 through September 30, 2017 is primarily driven by the modest strengthening of the USD against the EUR.
|
2.
|
In connection with the Merger, previously unrecognized prior service benefits and net losses related to DuPont's pension and OPEB plans were eliminated as a result of the reflecting the balance sheet at fair value as of the date of the Merger. See Note 3 and 15 for further information regarding the Merger and pension and OPEB plans, respectively.
|
(In millions)
|
Cumulative Translation Adjustment
1
|
Derivative Instruments
|
Pension Benefit Plans
2
|
Other Benefit Plans
|
Unrealized Gain (Loss) on Securities
|
Total
|
||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance January 1, 2016
|
$
|
(2,333
|
)
|
$
|
(24
|
)
|
$
|
(7,043
|
)
|
$
|
22
|
|
$
|
(18
|
)
|
$
|
(9,396
|
)
|
Other comprehensive (loss) income before reclassifications
|
187
|
|
21
|
|
(1,740
|
)
|
(172
|
)
|
(8
|
)
|
(1,712
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
11
|
|
469
|
|
(58
|
)
|
19
|
|
441
|
|
||||||
Net other comprehensive (loss) income
|
187
|
|
32
|
|
(1,271
|
)
|
(230
|
)
|
11
|
|
(1,271
|
)
|
||||||
Balance September 30, 2016
|
$
|
(2,146
|
)
|
$
|
8
|
|
$
|
(8,314
|
)
|
$
|
(208
|
)
|
$
|
(7
|
)
|
$
|
(10,667
|
)
|
1.
|
The cumulative translation adjustment gain for the nine months ended September 30, 2016 is primarily driven by the modest weakening of the U.S. dollar (USD) against the European Euro (EUR) and the Brazilian real (BRL).
|
2.
|
The Pension Benefit Plans loss recognized in other comprehensive (loss) income during the nine months ended September 30, 2016 includes the impact of the remeasurement of the principal U.S. pension plan as of June 30, 2016. See Note 15 for additional information.
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Derivative instruments
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
$
|
6
|
|
$
|
(20
|
)
|
Pension benefit plans - net
|
—
|
|
(31
|
)
|
(40
|
)
|
(145
|
)
|
668
|
|
|||||
Other benefit plans - net
|
—
|
|
(1
|
)
|
6
|
|
(5
|
)
|
125
|
|
|||||
(Provision for) benefit from income taxes related to other comprehensive income (loss) items
|
$
|
—
|
|
$
|
(32
|
)
|
$
|
(33
|
)
|
$
|
(144
|
)
|
$
|
773
|
|
|
Successor
|
Predecessor
|
Income Classification
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
|||||||||||
Derivative Instruments:
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(21
|
)
|
$
|
18
|
|
(1)
|
Tax expense (benefit)
|
—
|
|
—
|
|
—
|
|
8
|
|
(7
|
)
|
(2)
|
|||||
After-tax
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(13
|
)
|
$
|
11
|
|
|
Amortization of pension benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Prior service benefit
|
—
|
|
(1
|
)
|
(2
|
)
|
(3
|
)
|
(5
|
)
|
(3)
|
|||||
Actuarial losses
|
—
|
|
127
|
|
229
|
|
506
|
|
605
|
|
(3)
|
|||||
Curtailment (loss) gain
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
65
|
|
(3)
|
|||||
Settlement loss
|
—
|
|
—
|
|
22
|
|
—
|
|
60
|
|
(3)
|
|||||
Total before tax
|
$
|
—
|
|
$
|
126
|
|
$
|
248
|
|
$
|
503
|
|
$
|
725
|
|
|
Tax benefit
|
—
|
|
(45
|
)
|
(88
|
)
|
(178
|
)
|
(256
|
)
|
(2)
|
|||||
After-tax
|
$
|
—
|
|
$
|
81
|
|
$
|
160
|
|
$
|
325
|
|
$
|
469
|
|
|
Amortization of other benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Prior service benefit
|
—
|
|
(11
|
)
|
(36
|
)
|
(46
|
)
|
(111
|
)
|
(3)
|
|||||
Actuarial losses
|
—
|
|
15
|
|
21
|
|
61
|
|
56
|
|
(3)
|
|||||
Curtailment gain
|
—
|
|
—
|
|
—
|
|
—
|
|
(33
|
)
|
(3)
|
|||||
Total before tax
|
$
|
—
|
|
$
|
4
|
|
$
|
(15
|
)
|
$
|
15
|
|
$
|
(88
|
)
|
|
Tax (benefit) expense
|
—
|
|
(1
|
)
|
6
|
|
(5
|
)
|
30
|
|
(2)
|
|||||
After-tax
|
$
|
—
|
|
$
|
3
|
|
$
|
(9
|
)
|
$
|
10
|
|
$
|
(58
|
)
|
|
Net realized gains (losses) on investments, before tax:
|
—
|
|
—
|
|
6
|
|
(1
|
)
|
19
|
|
(4)
|
|||||
Tax expense
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2)
|
|||||
After-tax
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
$
|
(1
|
)
|
$
|
19
|
|
|
Total reclassifications for the period, after-tax
|
$
|
—
|
|
$
|
84
|
|
$
|
157
|
|
$
|
321
|
|
$
|
441
|
|
|
1.
|
Cost of goods sold.
|
2.
|
Provision for income taxes from continuing operations.
|
3.
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost of the company's pension and other benefit plans. See Note 15 for additional information.
|
4.
|
Sundry income (expense) - net.
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Service cost
|
$
|
12
|
|
$
|
25
|
|
$
|
44
|
|
$
|
92
|
|
$
|
133
|
|
Interest cost
|
62
|
|
132
|
|
189
|
|
524
|
|
612
|
|
|||||
Expected return on plan assets
|
(102
|
)
|
(207
|
)
|
(327
|
)
|
(824
|
)
|
(996
|
)
|
|||||
Amortization of loss
|
—
|
|
127
|
|
229
|
|
506
|
|
605
|
|
|||||
Amortization of prior service benefit
|
—
|
|
(1
|
)
|
(2
|
)
|
(3
|
)
|
(5
|
)
|
|||||
Curtailment (gain) loss
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
65
|
|
|||||
Settlement loss
|
—
|
|
—
|
|
22
|
|
—
|
|
60
|
|
|||||
Net periodic benefit (credit) cost - Total
|
$
|
(28
|
)
|
$
|
76
|
|
$
|
154
|
|
$
|
295
|
|
$
|
474
|
|
Less: Discontinued operations
|
—
|
|
1
|
|
1
|
|
3
|
|
—
|
|
|||||
Net periodic benefit (credit) cost - Continuing operations
|
$
|
(28
|
)
|
$
|
75
|
|
$
|
153
|
|
$
|
292
|
|
$
|
474
|
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Service cost
|
$
|
1
|
|
$
|
2
|
|
$
|
2
|
|
$
|
6
|
|
$
|
9
|
|
Interest cost
|
6
|
|
15
|
|
20
|
|
60
|
|
64
|
|
|||||
Amortization of loss
|
—
|
|
15
|
|
21
|
|
61
|
|
56
|
|
|||||
Amortization of prior service benefit
|
—
|
|
(11
|
)
|
(36
|
)
|
(46
|
)
|
(111
|
)
|
|||||
Curtailment gain
|
—
|
|
—
|
|
—
|
|
—
|
|
(33
|
)
|
|||||
Net periodic benefit cost (credit)
- Continuing operations
|
$
|
7
|
|
$
|
21
|
|
$
|
7
|
|
$
|
81
|
|
$
|
(15
|
)
|
Notional Amounts
|
Successor
|
Predecessor
|
||||
(In millions)
|
September 30, 2017
|
December 31, 2016
|
||||
Derivatives designated as hedging instruments:
|
|
|
||||
Commodity contracts
|
$
|
—
|
|
$
|
422
|
|
Derivatives not designated as hedging instruments:
|
|
|
||||
Foreign currency contracts
|
11,528
|
|
9,896
|
|
||
Commodity contracts
|
8
|
|
7
|
|
Commodity Gross Aggregate Notionals
|
Successor
September 30, 2017
|
Predecessor
December 31, 2016
|
Notional Volume Unit
|
||
|
|||||
Derivatives designated as hedging instruments:
|
|
|
|
||
Corn
|
—
|
|
55.2
|
|
million bushels
|
Soybean
|
—
|
|
22.1
|
|
million bushels
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
Soybean
|
0.5
|
|
0.2
|
|
million bushels
|
Soybean Oil
|
3.3
|
|
7.3
|
|
million pounds
|
Soybean Meal
|
4.8
|
|
9.1
|
|
kilotons
|
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Beginning balance
|
$
|
—
|
|
$
|
(4
|
)
|
$
|
10
|
|
$
|
7
|
|
$
|
(24
|
)
|
Additions and revaluations of derivatives designated as cash flow hedges
|
—
|
|
1
|
|
(2
|
)
|
3
|
|
21
|
|
|||||
Clearance of hedge results to earnings
|
—
|
|
—
|
|
—
|
|
(13
|
)
|
11
|
|
|||||
Ending balance
|
$
|
—
|
|
$
|
(3
|
)
|
$
|
8
|
|
$
|
(3
|
)
|
$
|
8
|
|
|
|
Successor
|
||||||||
|
|
September 30, 2017
|
||||||||
(In millions)
|
Balance Sheet Location
|
Gross
|
Counterparty and Cash Collateral Netting
1
|
Net Amounts Included in the Condensed Consolidated Balance Sheet
|
||||||
Asset derivatives:
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|||||
Foreign currency contracts
|
Other current assets
|
$
|
88
|
|
$
|
(75
|
)
|
$
|
13
|
|
Total asset derivatives
|
|
$
|
88
|
|
$
|
(75
|
)
|
$
|
13
|
|
|
|
|
|
|
||||||
Liability derivatives:
|
|
|
|
|
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Accrued and other current liabilities
|
$
|
107
|
|
$
|
(75
|
)
|
$
|
32
|
|
Total liability derivatives
|
|
$
|
107
|
|
$
|
(75
|
)
|
$
|
32
|
|
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
$0 million
as of September 30, 2017.
|
|
|
Predecessor
|
||
(In millions)
|
Balance Sheet Location
|
December 31, 2016
|
||
Asset derivatives:
|
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
||
Foreign currency contracts
1
|
Accounts and notes receivable - net
|
$
|
182
|
|
Total asset derivatives
2
|
|
$
|
182
|
|
Cash collateral
1
|
Accrued and other current liabilities
|
$
|
52
|
|
|
|
|
||
Liability derivatives:
|
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
Foreign currency contracts
|
Accrued and other current liabilities
|
$
|
121
|
|
Total liability derivatives
2
|
|
$
|
121
|
|
1.
|
Cash collateral held as of December 31, 2016 is related to foreign currency derivatives not designated as hedging instruments.
|
2.
|
The company's derivative assets and liabilities subject to enforceable master netting arrangements totaled
$114 million
at December 31, 2016.
|
|
Amount of Gain (Loss) Recognized in OCI
1
(Effective Portion)
|
||||||||||||||
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity contracts
|
$
|
—
|
|
$
|
1
|
|
$
|
(3
|
)
|
$
|
5
|
|
$
|
34
|
|
Total derivatives
|
$
|
—
|
|
$
|
1
|
|
$
|
(3
|
)
|
$
|
5
|
|
$
|
34
|
|
1.
|
OCI is defined as other comprehensive income (loss).
|
|
Amount of Gain (Loss) Recognized in Income
1
|
||||||||||||||
|
Successor
|
Predecessor
|
|||||||||||||
(In millions)
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||||||
Cash flow hedges:
|
|
|
|
|
|
||||||||||
Commodity contracts
2
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
21
|
|
$
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency contracts
4
|
112
|
|
(260
|
)
|
(82
|
)
|
(431
|
)
|
(397
|
)
|
|||||
Foreign currency contracts
3
|
—
|
|
—
|
|
—
|
|
—
|
|
(15
|
)
|
|||||
Commodity contracts
2
|
—
|
|
2
|
|
(1
|
)
|
2
|
|
(11
|
)
|
|||||
|
|
|
|
|
|
||||||||||
Total derivatives
|
$
|
112
|
|
$
|
(258
|
)
|
$
|
(83
|
)
|
$
|
(408
|
)
|
$
|
(441
|
)
|
1.
|
For cash flow hedges, this represents the effective portion of the gain (loss) reclassified from accumulated OCI into income during the period. There was no material ineffectiveness with regard to the company's cash flow hedges during the period.
|
2.
|
Recorded in cost of goods sold
|
3.
|
Recorded in net sales.
|
4.
|
Gain recognized in sundry income (expense) - net was partially offset by the related gain on the foreign currency-denominated monetary assets and liabilities of the company's operations, which were
$65 million
for the periods July 1 through August 31, 2017 and
$6 million
for the three months ended September 30, 2016, and
$37 million
for the period January 1 through August 31, 2017 and
$185 million
for the nine months ended September 30, 2016. See Note 6 for additional information.
|
September 30, 2017
|
Significant Other Observable Inputs (Level 2)
|
Total
|
||||
(In millions)
|
||||||
Assets at fair value:
|
|
|
||||
Cash equivalents
1
|
$
|
3,251
|
|
$
|
3,251
|
|
Marketable securities
|
1,826
|
|
1,826
|
|
||
Derivatives relating to:
2
|
|
|
|
|||
Foreign currency
|
13
|
|
13
|
|
||
Total assets at fair value
|
$
|
5,090
|
|
$
|
5,090
|
|
Liabilities at fair value:
|
|
|
||||
Long-term debt
3
|
$
|
11,097
|
|
$
|
11,097
|
|
Derivatives relating to:
2
|
|
|
|
|||
Foreign currency
|
32
|
|
32
|
|
||
Total liabilities at fair value
|
$
|
11,129
|
|
$
|
11,129
|
|
1.
|
Time deposits included in "Cash and cash equivalents" in the consolidated balance sheets are held at amortized cost, which approximates fair value.
|
2.
|
See Note 17 for the classification of derivatives in the consolidated balance sheets.
|
3.
|
See Note 12 for information on fair value measurements of long-term debt.
|
December 31, 2016
|
Significant Other Observable Inputs (Level 2)
|
Total
|
||||
(In millions)
|
||||||
Assets at fair value:
|
|
|
||||
Cash equivalents
1
|
$
|
2,713
|
|
$
|
2,713
|
|
Marketable securities
|
1,362
|
|
1,362
|
|
||
Derivatives relating to:
2
|
|
|
||||
Foreign currency
|
182
|
|
182
|
|
||
Total assets at fair value
|
$
|
4,257
|
|
$
|
4,257
|
|
Liabilities at fair value:
|
|
|
||||
Long-term debt
3
|
$
|
8,464
|
|
$
|
8,464
|
|
Derivatives relating to:
2
|
|
|
||||
Foreign currency
|
121
|
|
121
|
|
||
Total liabilities at fair value
|
$
|
8,585
|
|
$
|
8,585
|
|
1.
|
Time deposits included in "Cash and cash equivalents" in the consolidated balance sheets are held at amortized cost, which approximates fair value.
|
2.
|
See Note 17 for the classification of derivatives in the consolidated balance sheets.
|
3.
|
See Note 12 for information on fair value measurements of long-term debt.
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Successor
|
Predecessor
|
|||||||||||||
In millions, except per share amounts
|
For the Period
September 1 - September 30, 2017 |
For the Period
July 1 - August 31, 2017 |
Three Months Ended
September 30, 2016 |
For the Period
Jan. 1 - August 31, 2017 |
Nine Months Ended
September 30, 2016 |
||||||||||
Net sales
|
$
|
1,735
|
|
$
|
2,991
|
|
$
|
4,646
|
|
$
|
17,281
|
|
$
|
18,306
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
$
|
1,511
|
|
$
|
1,975
|
|
$
|
2,997
|
|
$
|
10,205
|
|
$
|
10,923
|
|
Percent of net sales
|
87.1
|
%
|
66.0
|
%
|
64.5
|
%
|
59.1
|
%
|
59.7
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Research and development expenses
|
$
|
116
|
|
$
|
278
|
|
$
|
378
|
|
$
|
1,064
|
|
$
|
1,159
|
|
Percent of net sales
|
6.7
|
%
|
9.3
|
%
|
8.1
|
%
|
6.2
|
%
|
6.3
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
$
|
267
|
|
$
|
798
|
|
$
|
970
|
|
$
|
3,306
|
|
$
|
3,227
|
|
Percent of net sales
|
15.4
|
%
|
26.7
|
%
|
20.9
|
%
|
19.1
|
%
|
17.6
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Effective tax rate on continuing operations
|
7.7
|
%
|
33.8
|
%
|
56.3
|
%
|
8.3
|
%
|
22.6
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Net (loss) income available for common stockholders
|
|
$
|
(236
|
)
|
$
|
—
|
|
$
|
1,734
|
|
$
|
2,241
|
|
||
|
|
|
|
|
|
||||||||||
Basic earnings per share of common stock from continuing operations
|
|
$
|
(0.30
|
)
|
$
|
(0.08
|
)
|
$
|
1.86
|
|
$
|
2.17
|
|
||
Diluted earnings per share of common stock from continuing operations
|
|
$
|
(0.30
|
)
|
$
|
(0.08
|
)
|
$
|
1.85
|
|
$
|
2.16
|
|
|
Successor
|
Predecessor
|
||||||||||
|
For the Period September 1 - September 30, 2017
|
For the Period July 1 - August 31, 2017
|
Three Months Ended September 30, 2016
|
|||||||||
|
Net Sales
($ Billions)
|
%
|
Net Sales
($ Billions) |
%
|
Net Sales
($ Billions) |
%
|
||||||
Worldwide
|
$
|
1.7
|
|
100.0
|
$
|
3.0
|
|
100.0
|
$
|
4.6
|
|
100.0
|
U.S. & Canada
|
0.5
|
|
27.6
|
1.0
|
|
32.5
|
1.5
|
|
33.6
|
|||
Europe, Middle East & Africa (EMEA)
|
0.4
|
|
24.5
|
0.7
|
|
24.9
|
1.1
|
|
22.8
|
|||
Asia Pacific
|
0.5
|
|
30.4
|
0.9
|
|
31.3
|
1.3
|
|
28.9
|
|||
Latin America
|
0.3
|
|
17.5
|
0.4
|
|
11.3
|
0.7
|
|
14.7
|
|
Successor
|
Predecessor
|
||||||||||
|
For the Period September 1 - September 30, 2017
|
For the Period January 1 - August 31, 2017
|
Nine Months Ended September 30, 2016
|
|||||||||
|
Net Sales
($ Billions) |
%
|
Net Sales
($ Billions) |
%
|
Net Sales
($ Billions) |
%
|
||||||
Worldwide
|
$
|
1.7
|
|
100.0
|
$
|
17.3
|
|
100.0
|
$
|
18.3
|
|
100.0
|
U.S. & Canada
|
0.5
|
|
27.6
|
8.1
|
|
47.0
|
8.5
|
|
46.6
|
|||
Europe, Middle East & Africa (EMEA)
|
0.4
|
|
24.5
|
3.9
|
|
22.8
|
4.1
|
|
22.6
|
|||
Asia Pacific
|
0.5
|
|
30.4
|
3.9
|
|
22.2
|
4.0
|
|
21.8
|
|||
Latin America
|
0.3
|
|
17.5
|
1.4
|
|
8.0
|
1.7
|
|
9.0
|
(Dollars in millions)
|
September 30, 2017
|
December 31, 2016
|
||||
Cash, cash equivalents and marketable securities
|
$
|
6,580
|
|
$
|
5,910
|
|
Total debt
|
15,735
|
|
8,536
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 6.
|
EXHIBITS
|
|
E. I. DU PONT DE NEMOURS AND COMPANY
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
November 6, 2017
|
|
|
|
|
|
|
|
By:
|
/s/ Nicholas C. Fanandakis
|
|
|
|
|
|
Nicholas C. Fanandakis
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
(As Duly Authorized Officer and
|
|
|
Principal Financial and Accounting Officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
|
Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K (Commission file number 1-815) dated September 1, 2017).
|
|
|
|
|
|
Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the company's Current Report on Form 8-K (Commission file number 1-815) for the period ended September 1, 2017).
|
|
|
|
|
4
|
|
The company agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of the company and its subsidiaries.
|
|
|
|
|
Separation Agreement by and between the Company and The Chemours Company (incorporated by reference to Exhibit 2.1 to the company's Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015).
|
|
|
|
|
|
Tax Matters Agreement by and between the Company and The Chemours Company (incorporated by reference to Exhibit 2.2 to the company's Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015).
|
|
|
|
|
|
Master Repurchase Agreement by and among Cooperatieve Rabobank, U.A. (New York Branch), The Bank of Tokyo Mitsubishi UFJ Ltd. (New York Branch) and PHI Financial Services, Inc. dated as of January 31, 2017 (incorporated by reference to Exhibit 10.21 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2016).
|
|
|
|
|
|
Master Framework Agreement by and among Cooperatieve Rabobank, U.A. (New York Branch), The Bank of Tokyo Mitsubishi UFJ Ltd. (New York Branch) and PHI Financial Services, Inc. dated as of January 31, 2017 (incorporated by reference to Exhibit 10.22 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2016).
|
|
|
|
|
|
Transaction Agreement, dated as of March 31, 2017, by and between the Company and FMC Corporation
(incorporated by reference to Exhibit 10.25 to the company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2017).
|
|
|
|
|
|
Purchase Price Allocation Side Letter Agreement, dated as of May 12, 2017, by and between the Company and FMC Corporation (incorporated by reference to Exhibit 10.26 to the company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2017).
|
|
|
|
|
|
Amendment No. 1 to Separation Agreement by and between the Company and The Chemours Company, dated August 24, 2017 (incorporated by reference to Exhibit 2.1 to the company's Current Report on Form 8-K (Commission file number 1-815) dated August 25, 2017).
|
|
|
|
|
|
Employment Agreement by and between the Company and Edward D. Breen, dated as of August 31, 2017, (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K (Commission file number 1-815) dated September 1, 2017).
|
|
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Executive Officer.
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Financial Officer.
|
|
|
|
|
|
Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
|
|
|
Unaudited Pro Forma Consolidated Financial Information
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1 Year DuPont de Nemours Chart |
1 Month DuPont de Nemours Chart |
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