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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Dowdupont Inc. | NYSE:DWDP | NYSE | Ordinary Share |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 30.52 | 0.00 | 00:00:00 |
|
Delaware
|
|
81-1224539
|
|
|
|
State or other jurisdiction of incorporation or organization
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
974 Centre Road
|
Building 730
|
Wilmington
|
Delaware
|
|
19805
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|||
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, par value $0.01 per share
|
DD
|
New York Stock Exchange
|
|
|
Large Accelerated Filer
|
|
☑
|
|
Accelerated filer
|
|
¨
|
|
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
PAGE
|
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|
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Item 1.
|
|
|
|
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||
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Item 2.
|
||
|
|
||
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||
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|
||
|
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||
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||
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||
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Item 3.
|
||
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Item 4.
|
||
|
|
|
|
|
|
||
|
|
|
|
|
Item 1.
|
||
|
Item 1A.
|
||
|
Item 2.
|
||
|
Item 4.
|
||
|
Item 5.
|
||
|
Item 6.
|
||
|
|
|
|
|
DuPont de Nemours, Inc.
|
|
PART I - FINANCIAL INFORMATION
|
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||
|
In millions, except per share amounts (Unaudited)
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Net sales
|
$
|
5,468
|
|
$
|
5,857
|
|
$
|
10,882
|
|
$
|
11,454
|
|
|
Cost of sales
|
3,496
|
|
4,085
|
|
7,117
|
|
7,890
|
|
||||
|
Research and development expenses
|
232
|
|
270
|
|
499
|
|
544
|
|
||||
|
Selling, general and administrative expenses
|
642
|
|
768
|
|
1,368
|
|
1,570
|
|
||||
|
Amortization of intangibles
|
252
|
|
266
|
|
508
|
|
531
|
|
||||
|
Restructuring and asset related charges - net
|
137
|
|
46
|
|
208
|
|
99
|
|
||||
|
Goodwill impairment charge
|
1,175
|
|
—
|
|
1,175
|
|
—
|
|
||||
|
Integration and separation costs
|
347
|
|
428
|
|
958
|
|
793
|
|
||||
|
Equity in earnings of nonconsolidated affiliates
|
49
|
|
54
|
|
89
|
|
111
|
|
||||
|
Sundry income (expense) - net
|
(19
|
)
|
82
|
|
65
|
|
(16
|
)
|
||||
|
Interest expense
|
165
|
|
—
|
|
316
|
|
—
|
|
||||
|
(Loss) income from continuing operations before income taxes
|
(948
|
)
|
130
|
|
(1,113
|
)
|
122
|
|
||||
|
Provision for income taxes on continuing operations
|
155
|
|
99
|
|
64
|
|
164
|
|
||||
|
(Loss) income from continuing operations, net of tax
|
(1,103
|
)
|
31
|
|
(1,177
|
)
|
(42
|
)
|
||||
|
Income from discontinued operations, net of tax
|
566
|
|
1,773
|
|
1,212
|
|
2,983
|
|
||||
|
Net (loss) income
|
(537
|
)
|
1,804
|
|
35
|
|
2,941
|
|
||||
|
Net income attributable to noncontrolling interests
|
34
|
|
35
|
|
85
|
|
79
|
|
||||
|
Net (loss) income available for DuPont common stockholders
|
$
|
(571
|
)
|
$
|
1,769
|
|
$
|
(50
|
)
|
$
|
2,862
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
||||||||
|
Per common share data:
|
|
|
|
|
||||||||
|
(Loss) earnings per common share from continuing operations - basic
|
$
|
(1.48
|
)
|
$
|
0.03
|
|
$
|
(1.59
|
)
|
$
|
(0.09
|
)
|
|
Income per common share from discontinued operations - basic
|
0.72
|
|
2.26
|
|
1.52
|
|
3.78
|
|
||||
|
(Loss) earnings per common share - basic
|
$
|
(0.76
|
)
|
$
|
2.29
|
|
$
|
(0.07
|
)
|
$
|
3.69
|
|
|
(Loss) earnings per common share from continuing operations - diluted
|
$
|
(1.48
|
)
|
$
|
0.03
|
|
$
|
(1.59
|
)
|
$
|
(0.09
|
)
|
|
Income per common share from discontinued operations - diluted
|
0.72
|
|
2.24
|
|
1.52
|
|
3.78
|
|
||||
|
(Loss) earnings per common share - diluted
|
$
|
(0.76
|
)
|
$
|
2.27
|
|
$
|
(0.07
|
)
|
$
|
3.69
|
|
|
|
|
|
|
|
||||||||
|
Weighted-average common shares outstanding - basic
|
749.0
|
|
769.6
|
|
749.6
|
|
771.0
|
|
||||
|
Weighted-average common shares outstanding - diluted
|
749.0
|
|
774.5
|
|
749.6
|
|
771.0
|
|
||||
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||
|
In millions (Unaudited)
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Net (loss) income
|
$
|
(537
|
)
|
$
|
1,804
|
|
$
|
35
|
|
$
|
2,941
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
||||||||
|
Unrealized gains (losses) on investments
|
—
|
|
(14
|
)
|
67
|
|
(39
|
)
|
||||
|
Cumulative translation adjustments
|
(38
|
)
|
(2,393
|
)
|
(135
|
)
|
(1,060
|
)
|
||||
|
Pension and other post employment benefit plans
|
56
|
|
127
|
|
191
|
|
257
|
|
||||
|
Derivative instruments
|
17
|
|
102
|
|
(58
|
)
|
119
|
|
||||
|
Total other comprehensive income (loss)
|
35
|
|
(2,178
|
)
|
65
|
|
(723
|
)
|
||||
|
Comprehensive (loss) income
|
(502
|
)
|
(374
|
)
|
100
|
|
2,218
|
|
||||
|
Comprehensive income attributable to noncontrolling interests, net of tax
|
41
|
|
2
|
|
98
|
|
40
|
|
||||
|
Comprehensive (loss) income attributable to DuPont
|
$
|
(543
|
)
|
$
|
(376
|
)
|
$
|
2
|
|
$
|
2,178
|
|
|
In millions, except per share amounts (Unaudited)
|
June 30, 2019
|
Dec 31, 2018
|
||||
|
Assets
|
|
|
||||
|
Current Assets
|
|
|
||||
|
Cash and cash equivalents
|
$
|
1,661
|
|
$
|
8,548
|
|
|
Marketable securities
|
8
|
|
29
|
|
||
|
Accounts and notes receivable - net
|
4,214
|
|
3,391
|
|
||
|
Inventories
|
4,390
|
|
4,107
|
|
||
|
Other current assets
|
350
|
|
305
|
|
||
|
Assets of discontinued operations
|
—
|
|
110,275
|
|
||
|
Total current assets
|
10,623
|
|
126,655
|
|
||
|
Investments
|
|
|
||||
|
Investments in nonconsolidated affiliates
|
1,653
|
|
1,745
|
|
||
|
Other investments
|
29
|
|
28
|
|
||
|
Noncurrent receivables
|
36
|
|
47
|
|
||
|
Total investments
|
1,718
|
|
1,820
|
|
||
|
Property, plant and equipment - net of accumulated depreciation (June 30, 2019 - $4,667; December 31, 2018 - $4,199)
|
9,806
|
|
9,917
|
|
||
|
Other Assets
|
|
|
||||
|
Goodwill
|
33,330
|
|
34,496
|
|
||
|
Other intangible assets
|
14,150
|
|
14,655
|
|
||
|
Deferred income tax assets
|
219
|
|
178
|
|
||
|
Deferred charges and other assets
|
997
|
|
134
|
|
||
|
Total other assets
|
48,696
|
|
49,463
|
|
||
|
Total Assets
|
$
|
70,843
|
|
$
|
187,855
|
|
|
Liabilities and Equity
|
|
|
||||
|
Current Liabilities
|
|
|
||||
|
Short-term borrowings and finance lease obligations
|
$
|
1,621
|
|
$
|
15
|
|
|
Accounts payable
|
3,020
|
|
2,619
|
|
||
|
Income taxes payable
|
164
|
|
115
|
|
||
|
Accrued and other current liabilities
|
1,652
|
|
1,129
|
|
||
|
Liabilities of discontinued operations
|
—
|
|
69,434
|
|
||
|
Total current liabilities
|
6,457
|
|
73,312
|
|
||
|
Long-Term Debt
|
15,608
|
|
12,624
|
|
||
|
Other Noncurrent Liabilities
|
|
|
||||
|
Deferred income tax liabilities
|
3,662
|
|
3,912
|
|
||
|
Pension and other post employment benefits - noncurrent
|
1,102
|
|
1,343
|
|
||
|
Other noncurrent obligations
|
1,438
|
|
764
|
|
||
|
Total other noncurrent liabilities
|
6,202
|
|
6,019
|
|
||
|
Total Liabilities
|
$
|
28,267
|
|
$
|
91,955
|
|
|
Commitments and contingent liabilities
|
|
|
||||
|
Stockholders' Equity
|
|
|
||||
|
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2019: 747,443,517 shares; 2018: 784,143,433 shares)
|
7
|
|
8
|
|
||
|
Additional paid-in capital
|
51,129
|
|
81,976
|
|
||
|
(Accumulated deficit) Retained earnings
|
(8,299
|
)
|
30,257
|
|
||
|
Accumulated other comprehensive loss
|
(831
|
)
|
(12,394
|
)
|
||
|
Unearned ESOP shares
|
—
|
|
(134
|
)
|
||
|
Treasury stock at cost (2019: 0 shares; 2018: 27,817,518 shares)
|
—
|
|
(5,421
|
)
|
||
|
Total DuPont's stockholders' equity
|
42,006
|
|
94,292
|
|
||
|
Noncontrolling interests
|
570
|
|
1,608
|
|
||
|
Total equity
|
42,576
|
|
95,900
|
|
||
|
Total Liabilities and Equity
|
$
|
70,843
|
|
$
|
187,855
|
|
|
|
Six Months Ended
June 30, |
|||||
|
In millions (Unaudited)
|
2019
|
2018
|
||||
|
Operating Activities
|
|
|
||||
|
Net income
|
$
|
35
|
|
$
|
2,941
|
|
|
Adjustments to reconcile net income to net cash used for operating activities:
|
|
|
||||
|
Depreciation and amortization
|
2,163
|
|
2,980
|
|
||
|
Credit for deferred income tax
|
(535
|
)
|
(182
|
)
|
||
|
Earnings of nonconsolidated affiliates less than dividends received
|
733
|
|
199
|
|
||
|
Net periodic pension benefit (credit) cost
|
(53
|
)
|
56
|
|
||
|
Pension contributions
|
(463
|
)
|
(500
|
)
|
||
|
Net gain on sales of assets, businesses and investments
|
(55
|
)
|
(67
|
)
|
||
|
Restructuring and asset related charges - net
|
482
|
|
451
|
|
||
|
Goodwill impairment charge
|
1,175
|
|
—
|
|
||
|
Amortization of merger-related inventory step-up
|
253
|
|
1,385
|
|
||
|
Other net loss
|
274
|
|
466
|
|
||
|
Changes in assets and liabilities, net of effects of acquired and divested companies:
|
|
|
||||
|
Accounts and notes receivable
|
(2,535
|
)
|
(4,454
|
)
|
||
|
Inventories
|
302
|
|
(215
|
)
|
||
|
Accounts payable
|
(695
|
)
|
65
|
|
||
|
Other assets and liabilities, net
|
(1,132
|
)
|
(3,172
|
)
|
||
|
Cash used for operating activities
|
(51
|
)
|
(47
|
)
|
||
|
Investing Activities
|
|
|
|
|||
|
Capital expenditures
|
(1,800
|
)
|
(1,586
|
)
|
||
|
Investment in gas field developments
|
(25
|
)
|
(46
|
)
|
||
|
Proceeds from sales of property and businesses, net of cash divested
|
126
|
|
96
|
|
||
|
Distributions and loan repayments from nonconsolidated affiliates
|
—
|
|
55
|
|
||
|
Proceeds from sale of ownership interests in nonconsolidated affiliates
|
21
|
|
—
|
|
||
|
Purchases of investments
|
(192
|
)
|
(1,891
|
)
|
||
|
Proceeds from sales and maturities of investments
|
228
|
|
2,328
|
|
||
|
Proceeds from interests in trade accounts receivable conduits
|
—
|
|
656
|
|
||
|
Other investing activities, net
|
(15
|
)
|
(2
|
)
|
||
|
Cash used for investing activities
|
(1,657
|
)
|
(390
|
)
|
||
|
Financing Activities
|
|
|
||||
|
Changes in short-term notes payable
|
2,517
|
|
800
|
|
||
|
Proceeds from issuance of long-term debt
|
4,005
|
|
254
|
|
||
|
Payments on long-term debt
|
(6,892
|
)
|
(842
|
)
|
||
|
Purchases of treasury stock
|
(1,681
|
)
|
(2,000
|
)
|
||
|
Proceeds from issuance of Company stock
|
67
|
|
142
|
|
||
|
Employee taxes paid for share-based payment arrangements
|
(76
|
)
|
(118
|
)
|
||
|
Distributions to noncontrolling interests
|
(12
|
)
|
(79
|
)
|
||
|
Dividends paid to stockholders
|
(1,165
|
)
|
(1,755
|
)
|
||
|
Cash held by Dow and Corteva at the respective Distributions
|
(7,315
|
)
|
—
|
|
||
|
Debt extinguishment costs
|
(104
|
)
|
—
|
|
||
|
Other financing activities, net
|
(5
|
)
|
(4
|
)
|
||
|
Cash used for financing activities
|
(10,661
|
)
|
(3,602
|
)
|
||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
48
|
|
(171
|
)
|
||
|
Decrease in cash, cash equivalents and restricted cash
|
(12,321
|
)
|
(4,210
|
)
|
||
|
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
|
|
||
|
Cash, cash equivalents and restricted cash at beginning of period
|
14,022
|
|
14,015
|
|
||
|
Cash, cash equivalents and restricted cash from continuing operations, end of period
|
1,701
|
|
1,844
|
|
||
|
Cash, cash equivalents and restricted cash from discontinued operations, end of period
|
—
|
|
7,961
|
|
||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,701
|
|
$
|
9,805
|
|
|
In millions (Unaudited)
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings (Accumulated Deficit)
|
Accumulated Other Comp Loss
|
Unearned ESOP
|
Treasury Stock
|
Non-controlling Interests
|
Total Equity
|
||||||||||||||||
|
Balance at December 31, 2017
|
$
|
8
|
|
$
|
81,272
|
|
$
|
28,931
|
|
$
|
(8,972
|
)
|
$
|
(189
|
)
|
$
|
(1,000
|
)
|
$
|
1,597
|
|
$
|
101,647
|
|
|
Adoption of accounting standards
|
—
|
|
—
|
|
996
|
|
(1,037
|
)
|
—
|
|
—
|
|
—
|
|
(41
|
)
|
||||||||
|
Net income
|
—
|
|
—
|
|
2,862
|
|
—
|
|
—
|
|
—
|
|
79
|
|
2,941
|
|
||||||||
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
(723
|
)
|
—
|
|
—
|
|
(39
|
)
|
(762
|
)
|
||||||||
|
Dividends ($2.27 per common share)
|
—
|
|
—
|
|
(2,629
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,629
|
)
|
||||||||
|
Common stock issued/sold
|
—
|
|
142
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
142
|
|
||||||||
|
Stock-based compensation and allocation of ESOP shares
|
—
|
|
285
|
|
—
|
|
—
|
|
44
|
|
—
|
|
—
|
|
329
|
|
||||||||
|
Distributions to non-controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(73
|
)
|
(73
|
)
|
||||||||
|
Purchases of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,000
|
)
|
—
|
|
(2,000
|
)
|
||||||||
|
Other
|
—
|
|
—
|
|
(18
|
)
|
—
|
|
—
|
|
—
|
|
56
|
|
38
|
|
||||||||
|
Balance at June 30, 2018
|
$
|
8
|
|
$
|
81,699
|
|
$
|
30,142
|
|
$
|
(10,732
|
)
|
$
|
(145
|
)
|
$
|
(3,000
|
)
|
$
|
1,620
|
|
$
|
99,592
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Balance at December 31, 2018
|
$
|
8
|
|
$
|
81,976
|
|
$
|
30,257
|
|
$
|
(12,394
|
)
|
$
|
(134
|
)
|
$
|
(5,421
|
)
|
$
|
1,608
|
|
$
|
95,900
|
|
|
Adoption of accounting standards
|
—
|
|
—
|
|
(111
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(111
|
)
|
||||||||
|
Net income
|
—
|
|
—
|
|
(50
|
)
|
—
|
|
—
|
|
—
|
|
85
|
|
35
|
|
||||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
65
|
|
—
|
|
—
|
|
13
|
|
78
|
|
||||||||
|
Dividends ($1.86 per common share)
|
—
|
|
(224
|
)
|
(1,165
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,389
|
)
|
||||||||
|
Common stock issued/sold
|
—
|
|
67
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
67
|
|
||||||||
|
Stock-based compensation and allocation of ESOP shares
|
—
|
|
153
|
|
—
|
|
—
|
|
29
|
|
—
|
|
—
|
|
182
|
|
||||||||
|
Distributions to non-controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(12
|
)
|
(12
|
)
|
||||||||
|
Purchases of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,681
|
)
|
—
|
|
(1,681
|
)
|
||||||||
|
Retirement of treasury stock
|
—
|
|
—
|
|
(7,102
|
)
|
—
|
|
—
|
|
7,102
|
|
—
|
|
—
|
|
||||||||
|
Spin-off of Dow and Corteva
|
—
|
|
(30,843
|
)
|
(30,123
|
)
|
11,498
|
|
105
|
|
—
|
|
(1,124
|
)
|
(50,487
|
)
|
||||||||
|
Other
|
(1
|
)
|
—
|
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
||||||||
|
Balance at June 30, 2019
|
$
|
7
|
|
$
|
51,129
|
|
$
|
(8,299
|
)
|
$
|
(831
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
570
|
|
$
|
42,576
|
|
|
In millions (Unaudited)
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings (Accumulated Deficit)
|
Accumulated Other Comp Loss
|
Unearned ESOP
|
Treasury Stock
|
Non-controlling Interests
|
Total Equity
|
||||||||||||||||
|
Balance at March 31, 2018
|
$
|
8
|
|
$
|
81,533
|
|
$
|
29,075
|
|
$
|
(7,497
|
)
|
$
|
(150
|
)
|
$
|
(2,000
|
)
|
$
|
1,664
|
|
$
|
102,633
|
|
|
Adoption of accounting standards
|
—
|
|
—
|
|
1,057
|
|
(1,057
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Net income
|
—
|
|
—
|
|
1,769
|
|
—
|
|
—
|
|
—
|
|
35
|
|
1,804
|
|
||||||||
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
(2,178
|
)
|
—
|
|
—
|
|
(33
|
)
|
(2,211
|
)
|
||||||||
|
Dividends ($1.14 per common share)
|
—
|
|
—
|
|
(1,749
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,749
|
)
|
||||||||
|
Common stock issued/sold
|
—
|
|
34
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
34
|
|
||||||||
|
Stock-based compensation and allocated ESOP shares
|
—
|
|
132
|
|
—
|
|
—
|
|
5
|
|
—
|
|
—
|
|
137
|
|
||||||||
|
Distributions to non-controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(46
|
)
|
(46
|
)
|
||||||||
|
Purchases of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,000
|
)
|
—
|
|
(1,000
|
)
|
||||||||
|
Other
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(10
|
)
|
||||||||
|
Balance at June 30, 2018
|
$
|
8
|
|
$
|
81,699
|
|
$
|
30,142
|
|
$
|
(10,732
|
)
|
$
|
(145
|
)
|
$
|
(3,000
|
)
|
$
|
1,620
|
|
$
|
99,592
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Balance at March 31, 2019
|
$
|
8
|
|
$
|
82,141
|
|
$
|
29,486
|
|
$
|
(12,364
|
)
|
$
|
(105
|
)
|
$
|
(7,000
|
)
|
$
|
1,654
|
|
$
|
93,820
|
|
|
Net loss
|
—
|
|
—
|
|
(571
|
)
|
—
|
|
—
|
|
—
|
|
34
|
|
(537
|
)
|
||||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
35
|
|
—
|
|
—
|
|
7
|
|
42
|
|
||||||||
|
Dividends ($0.30 per common share)
|
—
|
|
(224
|
)
|
11
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(213
|
)
|
||||||||
|
Common stock issued/sold
|
—
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
||||||||
|
Stock-based compensation and allocation of ESOP shares
|
—
|
|
51
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
51
|
|
||||||||
|
Distributions to non-controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
(1
|
)
|
||||||||
|
Purchases of treasury stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(102
|
)
|
—
|
|
(102
|
)
|
||||||||
|
Retirement of treasury stock
|
—
|
|
—
|
|
(7,102
|
)
|
—
|
|
—
|
|
7,102
|
|
—
|
|
—
|
|
||||||||
|
Spin-off of Dow and Corteva
|
—
|
|
(30,843
|
)
|
(30,123
|
)
|
11,498
|
|
105
|
|
|
(1,124
|
)
|
(50,487
|
)
|
|||||||||
|
Other
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(1
|
)
|
|||||||||
|
Balance at June 30, 2019
|
$
|
7
|
|
$
|
51,129
|
|
$
|
(8,299
|
)
|
$
|
(831
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
570
|
|
$
|
42,576
|
|
|
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
|
||
|
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
|
|
|
•
|
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
15
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 7 for additional information on the Tax Matters Agreement and the Amended and Restated Tax Matters Agreement.
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||
|
In millions
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
||||||
|
Net sales
|
$
|
12,750
|
|
$
|
10,867
|
|
$
|
24,890
|
|
|
Cost of sales
|
10,266
|
|
8,917
|
|
20,055
|
|
|||
|
Research and development expenses
|
188
|
|
163
|
|
361
|
|
|||
|
Selling, general and administrative expenses
|
370
|
|
329
|
|
704
|
|
|||
|
Amortization of intangibles
|
116
|
|
116
|
|
235
|
|
|||
|
Restructuring and asset related charges - net
|
42
|
|
157
|
|
128
|
|
|||
|
Integration and separation costs
|
32
|
|
44
|
|
53
|
|
|||
|
Equity in earnings of nonconsolidated affiliates
|
194
|
|
(13
|
)
|
395
|
|
|||
|
Sundry income (expense) - net
|
21
|
|
99
|
|
117
|
|
|||
|
Interest expense
|
263
|
|
240
|
|
524
|
|
|||
|
Income from discontinued operations before income taxes
|
1,688
|
|
987
|
|
3,342
|
|
|||
|
Provision for income taxes on discontinued operations
|
369
|
|
261
|
|
686
|
|
|||
|
Income from discontinued operations, net of tax
|
1,319
|
|
726
|
|
2,656
|
|
|||
|
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
29
|
|
37
|
|
48
|
|
|||
|
Income from discontinued operations attributable to DuPont stockholders, net of tax
|
$
|
1,290
|
|
$
|
689
|
|
$
|
2,608
|
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||
|
In millions
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
||||||
|
Depreciation and amortization
|
$
|
698
|
|
$
|
743
|
|
$
|
1,407
|
|
|
Capital expenditures
|
$
|
482
|
|
$
|
597
|
|
$
|
868
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
||||||||
|
Net sales
|
$
|
3,776
|
|
$
|
5,638
|
|
$
|
7,144
|
|
$
|
9,411
|
|
|
Cost of sales
|
2,026
|
|
3,622
|
|
4,218
|
|
6,352
|
|
||||
|
Research and development expenses
|
183
|
|
345
|
|
470
|
|
666
|
|
||||
|
Selling, general and administrative expenses
|
677
|
|
795
|
|
1,294
|
|
1,373
|
|
||||
|
Amortization of intangibles
|
74
|
|
106
|
|
176
|
|
196
|
|
||||
|
Restructuring and asset related charges - net
|
58
|
|
101
|
|
117
|
|
224
|
|
||||
|
Integration and separation costs
|
272
|
|
98
|
|
430
|
|
169
|
|
||||
|
Equity in earnings of nonconsolidated affiliates
|
(3
|
)
|
2
|
|
(4
|
)
|
1
|
|
||||
|
Sundry income (expense) - net
|
(7
|
)
|
75
|
|
58
|
|
192
|
|
||||
|
Interest expense
|
28
|
|
97
|
|
91
|
|
186
|
|
||||
|
Income from discontinued operations before income taxes
|
448
|
|
551
|
|
402
|
|
438
|
|
||||
|
Provision for income taxes on discontinued operations
|
48
|
|
97
|
|
82
|
|
106
|
|
||||
|
Income from discontinued operations, net of tax
|
$
|
400
|
|
$
|
454
|
|
$
|
320
|
|
$
|
332
|
|
|
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
25
|
|
8
|
|
35
|
|
20
|
|
||||
|
Income from discontinued operations attributable to DuPont stockholders, net of tax
|
$
|
375
|
|
$
|
446
|
|
$
|
285
|
|
$
|
312
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
||||||||
|
Depreciation and amortization
|
$
|
136
|
|
$
|
246
|
|
$
|
385
|
|
$
|
470
|
|
|
Capital expenditures
|
$
|
161
|
|
$
|
94
|
|
$
|
383
|
|
$
|
207
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Integration and separation costs
|
$
|
347
|
|
$
|
428
|
|
$
|
958
|
|
$
|
793
|
|
|
•
|
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.
|
|
Net Trade Revenue by Segment and Business or Major Product Line
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Advanced Printing
|
$
|
121
|
|
$
|
136
|
|
$
|
240
|
|
$
|
258
|
|
|
Display Technologies
|
74
|
|
82
|
|
159
|
|
142
|
|
||||
|
Interconnect Solutions
|
282
|
|
298
|
|
520
|
|
579
|
|
||||
|
Semiconductor Technologies
|
381
|
|
405
|
|
764
|
|
806
|
|
||||
|
Electronics & Imaging
|
$
|
858
|
|
$
|
921
|
|
$
|
1,683
|
|
$
|
1,785
|
|
|
Food & Beverage
|
$
|
746
|
|
$
|
783
|
|
$
|
1,501
|
|
$
|
1,527
|
|
|
Health & Biosciences
|
604
|
|
618
|
|
1,174
|
|
1,236
|
|
||||
|
Pharma Solutions
|
208
|
|
220
|
|
418
|
|
435
|
|
||||
|
Nutrition & Biosciences
|
$
|
1,558
|
|
$
|
1,621
|
|
$
|
3,093
|
|
$
|
3,198
|
|
|
Mobility Solutions
|
$
|
588
|
|
$
|
648
|
|
$
|
1,213
|
|
$
|
1,269
|
|
|
Healthcare & Specialty
|
388
|
|
424
|
|
772
|
|
830
|
|
||||
|
Industrial & Consumer
|
293
|
|
345
|
|
601
|
|
696
|
|
||||
|
Transportation & Industrial
|
$
|
1,269
|
|
$
|
1,417
|
|
$
|
2,586
|
|
$
|
2,795
|
|
|
Safety Solutions
|
$
|
657
|
|
$
|
639
|
|
$
|
1,322
|
|
$
|
1,251
|
|
|
Shelter Solutions
|
398
|
|
471
|
|
755
|
|
894
|
|
||||
|
Water Solutions
|
286
|
|
262
|
|
547
|
|
491
|
|
||||
|
Safety & Construction
|
$
|
1,341
|
|
$
|
1,372
|
|
$
|
2,624
|
|
$
|
2,636
|
|
|
Biomaterials
|
$
|
53
|
|
$
|
74
|
|
$
|
112
|
|
$
|
144
|
|
|
Clean Technologies
|
76
|
|
79
|
|
141
|
|
153
|
|
||||
|
DuPont Teijin Films
|
42
|
|
51
|
|
79
|
|
98
|
|
||||
|
Photovoltaic & Advanced Materials
|
230
|
|
283
|
|
484
|
|
571
|
|
||||
|
Sustainable Solutions
|
41
|
|
39
|
|
80
|
|
74
|
|
||||
|
Non-Core
|
$
|
442
|
|
$
|
526
|
|
$
|
896
|
|
$
|
1,040
|
|
|
Total
|
$
|
5,468
|
|
$
|
5,857
|
|
$
|
10,882
|
|
$
|
11,454
|
|
|
Net Trade Revenue by Geographic Region
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
U.S. & Canada
|
$
|
1,826
|
|
$
|
1,857
|
|
3,602
|
|
3,643
|
|
||
|
EMEA
1
|
1,291
|
|
1,492
|
|
2,671
|
|
2,957
|
|
||||
|
Asia Pacific
|
2,034
|
|
2,178
|
|
3,979
|
|
4,211
|
|
||||
|
Latin America
|
317
|
|
330
|
|
630
|
|
643
|
|
||||
|
Total
|
$
|
5,468
|
|
$
|
5,857
|
|
$
|
10,882
|
|
$
|
11,454
|
|
|
1.
|
Europe, Middle East and Africa.
|
|
Contract Balances
|
June 30, 2019
|
Dec 31, 2018
|
||||
|
In millions
|
||||||
|
Accounts and notes receivable - trade
1
|
$
|
3,346
|
|
$
|
2,960
|
|
|
Contract assets - current
2
|
$
|
38
|
|
$
|
48
|
|
|
Deferred revenue - current
3
|
$
|
106
|
|
$
|
71
|
|
|
Deferred revenue - noncurrent
4
|
$
|
15
|
|
$
|
7
|
|
|
1.
|
Included in "Accounts and notes receivable - net" in the Condensed Consolidated Balance Sheets.
|
|
2.
|
Included in "Other current assets" in the Condensed Consolidated Balance Sheets.
|
|
3.
|
Included in "Accrued and other current liabilities" in the Condensed Consolidated Balance Sheets.
|
|
4.
|
Included in "Other noncurrent obligations" in the Condensed Consolidated Balance Sheets.
|
|
2019 Restructuring Program Charges by Segment
|
Three and Six Months Ended
June 30, 2019
|
||
|
In millions
|
|||
|
Electronics & Imaging
|
$
|
7
|
|
|
Nutrition & Biosciences
|
14
|
|
|
|
Transportation & Industrial
|
12
|
|
|
|
Safety & Construction
|
17
|
|
|
|
Non-Core
|
—
|
|
|
|
Corporate
|
3
|
|
|
|
Total
|
$
|
53
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended
June 30,
|
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Severance and related benefit costs
|
$
|
6
|
|
$
|
37
|
|
$
|
49
|
|
$
|
77
|
|
|
Contract termination charges
|
—
|
|
3
|
|
16
|
|
15
|
|
||||
|
Asset related charges
|
16
|
|
6
|
|
29
|
|
7
|
|
||||
|
Total restructuring and asset related charges - net
1
|
$
|
22
|
|
$
|
46
|
|
$
|
94
|
|
$
|
99
|
|
|
1.
|
The charge for the three and six months ended June 30, 2019 includes
$21 million
and
$92 million
which was recognized in "Restructuring and asset related charges - net" and
$1 million
and
$2 million
which was recognized in "Equity in earnings of nonconsolidated affiliates" in the interim Consolidated Statements of Operations.
|
|
DowDuPont Cost Synergy Program Charges by Segment
|
Three Months Ended June 30,
|
Six Months Ended
June 30,
|
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Electronics & Imaging
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
$
|
2
|
|
|
Nutrition & Biosciences
|
8
|
|
—
|
|
35
|
|
—
|
|
||||
|
Transportation & Industrial
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
||||
|
Safety & Construction
|
3
|
|
12
|
|
5
|
|
19
|
|
||||
|
Non-Core
|
1
|
|
(5
|
)
|
—
|
|
(6
|
)
|
||||
|
Corporate
1
|
10
|
|
38
|
|
54
|
|
85
|
|
||||
|
Total
|
$
|
22
|
|
$
|
46
|
|
$
|
94
|
|
$
|
99
|
|
|
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 Dec 31, 2018
|
$
|
126
|
|
$
|
16
|
|
$
|
—
|
|
$
|
142
|
|
|
2019 restructuring charges
|
49
|
|
16
|
|
29
|
|
94
|
|
||||
|
Charges against the reserve
|
—
|
|
—
|
|
(29
|
)
|
(29
|
)
|
||||
|
Cash payments
|
(55
|
)
|
(28
|
)
|
—
|
|
(83
|
)
|
||||
|
Reserve balance at June 30, 2019
|
$
|
120
|
|
$
|
4
|
|
$
|
—
|
|
$
|
124
|
|
|
Sundry Income (Expense) - Net
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Non-operating pension and other post employment benefit credits
|
$
|
18
|
|
$
|
28
|
|
$
|
39
|
|
$
|
55
|
|
|
Interest income
|
9
|
|
11
|
|
49
|
|
21
|
|
||||
|
Net gain on sales of other assets and investments
1
|
10
|
|
—
|
|
63
|
|
6
|
|
||||
|
Foreign exchange (losses) gains, net
2
|
(17
|
)
|
53
|
|
(78
|
)
|
(122
|
)
|
||||
|
Net loss on divestiture and changes in joint venture ownership
|
—
|
|
(21
|
)
|
—
|
|
(21
|
)
|
||||
|
Miscellaneous income (expenses) - net
3
|
(39
|
)
|
11
|
|
(8
|
)
|
45
|
|
||||
|
Sundry income (expense) - net
|
$
|
(19
|
)
|
$
|
82
|
|
$
|
65
|
|
$
|
(16
|
)
|
|
1.
|
The six months ended June 30, 2019 includes a
$51 million
gain related to a sale of assets within the Electronics & Imaging product lines.
|
|
2.
|
Includes a
$50 million
foreign exchange loss for the six months ended June 30, 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 three months and six months ended June 30, 2019 includes a
$48 million
charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement. The miscellaneous income for the three month and six month 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. For the three and six months ended June 30, 2018, the Company recorded a charge of
$7 million
and
$24 million
, respectively, to “Provision for income taxes on continuing operations" in the interim Consolidated Statements of Operations to adjust the provisional amount related to the remeasurement of the Company's deferred tax balance.
|
|
•
|
For the six months ended June 30, 2018, the Company recorded an indirect impact of The Act related to prepaid tax on the intercompany sale of inventory. The amount recorded related to the inventory was a
$54 million
charge to "Provision for income taxes on continuing operations."
|
|
Net Income for Earnings Per Share Calculations - Basic & Diluted
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
||||||||
|
(Loss) income from continuing operations, net of tax
|
$
|
(1,103
|
)
|
$
|
31
|
|
$
|
(1,177
|
)
|
$
|
(42
|
)
|
|
Net income (loss) from continuing operations attributable to noncontrolling interests
|
9
|
|
(2
|
)
|
13
|
|
11
|
|
||||
|
Net income from continuing operations attributable to participating securities
1
|
—
|
|
7
|
|
1
|
|
13
|
|
||||
|
(Loss) income from continuing operations attributable to common stockholders
|
$
|
(1,112
|
)
|
$
|
26
|
|
$
|
(1,191
|
)
|
$
|
(66
|
)
|
|
Income from discontinued operations, net of tax
|
566
|
|
1,773
|
|
1,212
|
|
2,983
|
|
||||
|
Net income from discontinued operations attributable to noncontrolling interests
|
25
|
|
37
|
|
72
|
|
68
|
|
||||
|
Income from discontinued operations attributable to common stockholders
|
541
|
|
1,736
|
|
1,140
|
|
2,915
|
|
||||
|
Net (loss) income attributable to common stockholders
|
$
|
(571
|
)
|
$
|
1,762
|
|
$
|
(51
|
)
|
$
|
2,849
|
|
|
Earnings Per Share Calculations - Basic
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
|||||||||
|
Dollars per share
|
||||||||||||
|
(Loss) income from continuing operations attributable to common stockholders
|
$
|
(1.48
|
)
|
$
|
0.03
|
|
$
|
(1.59
|
)
|
$
|
(0.09
|
)
|
|
Income from discontinued operations, net of tax
|
0.72
|
|
2.26
|
|
1.52
|
|
3.78
|
|
||||
|
Net (loss) income attributable to common stockholders
|
$
|
(0.76
|
)
|
$
|
2.29
|
|
$
|
(0.07
|
)
|
$
|
3.69
|
|
|
Earnings Per Share Calculations - Diluted
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
|||||||||
|
Dollars per share
|
||||||||||||
|
(Loss) income from continuing operations attributable to common stockholders
|
$
|
(1.48
|
)
|
$
|
0.03
|
|
$
|
(1.59
|
)
|
$
|
(0.09
|
)
|
|
Income from discontinued operations, net of tax
|
0.72
|
|
2.24
|
|
1.52
|
|
3.78
|
|
||||
|
Net (loss) income attributable to common stockholders
|
$
|
(0.76
|
)
|
$
|
2.27
|
|
$
|
(0.07
|
)
|
$
|
3.69
|
|
|
Share Count Information
|
Three Months Ended
|
Six Months Ended
|
||||||
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
|||||
|
Shares in millions
|
||||||||
|
Weighted-average common shares - basic
|
749.0
|
|
769.6
|
|
749.6
|
|
771.0
|
|
|
Plus dilutive effect of equity compensation plans
|
—
|
|
4.9
|
|
—
|
|
—
|
|
|
Weighted-average common shares - diluted
|
749.0
|
|
774.5
|
|
749.6
|
|
771.0
|
|
|
Stock options and restricted stock units excluded from EPS calculations
2
|
2.5
|
|
3.2
|
|
2.4
|
|
2.5
|
|
|
1.
|
Historical Dow restricted stock units are considered participating securities due to Historical Dow's practice of paying dividend equivalents on unvested shares.
|
|
In millions
|
June 30,
2019 |
Dec 31,
2018 |
||||
|
Accounts receivable – trade
1
|
$
|
3,288
|
|
$
|
2,891
|
|
|
Notes receivable – trade
|
58
|
|
69
|
|
||
|
Other
2
|
868
|
|
431
|
|
||
|
Total accounts and notes receivable - net
|
$
|
4,214
|
|
$
|
3,391
|
|
|
1.
|
Accounts receivable – trade is net of allowances of
$9 million
at
June 30, 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
|
June 30, 2019
|
Dec 31, 2018
|
||||
|
In millions
|
||||||
|
Finished goods
|
$
|
2,645
|
|
$
|
2,599
|
|
|
Work in process
|
888
|
|
833
|
|
||
|
Raw materials
|
623
|
|
560
|
|
||
|
Supplies
|
234
|
|
115
|
|
||
|
Total inventories
|
$
|
4,390
|
|
$
|
4,107
|
|
|
Consolidated Statement of Operations
|
Three Months Ended
June 30, 2018
|
Six Months Ended
June 30, 2018
|
||||||||||||||||
|
In millions
|
As Computed under LIFO
|
As Computed under Average Cost
|
Effect of Change
|
As Computed under LIFO
|
As Computed under Average Cost
|
Effect of Change
|
||||||||||||
|
Cost of sales
|
$
|
4,086
|
|
$
|
4,085
|
|
$
|
(1
|
)
|
$
|
7,882
|
|
$
|
7,890
|
|
$
|
8
|
|
|
Provision for income taxes on continuing operations
|
$
|
99
|
|
$
|
99
|
|
$
|
—
|
|
$
|
162
|
|
$
|
164
|
|
$
|
2
|
|
|
Net income
|
$
|
1,803
|
|
$
|
1,804
|
|
$
|
1
|
|
$
|
2,951
|
|
$
|
2,941
|
|
$
|
(10
|
)
|
|
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
|
Three Months Ended
March 31, 2019
|
||||||||
|
In millions
|
As Computed under LIFO
|
As Computed under Average Cost
|
Effect of Change
|
||||||
|
Cost of sales
|
$
|
3,617
|
|
$
|
3,621
|
|
$
|
4
|
|
|
Benefit from income taxes on continuing operations
|
$
|
(86
|
)
|
$
|
(91
|
)
|
$
|
(5
|
)
|
|
Net income
|
$
|
571
|
|
$
|
572
|
|
$
|
1
|
|
|
Consolidated Balance Sheet
|
March 31, 2019
|
||||||||
|
In millions
|
As Computed under LIFO
|
As Computed under Average Cost
|
Effect of Change
|
||||||
|
Inventories
|
$
|
4,717
|
|
$
|
4,348
|
|
$
|
(369
|
)
|
|
Deferred income tax liabilities
|
$
|
3,679
|
|
$
|
3,588
|
|
$
|
(91
|
)
|
|
Retained earnings
|
$
|
29,764
|
|
$
|
29,486
|
|
$
|
(278
|
)
|
|
Consolidated Statement of Operations
|
Three Months Ended
June 30, 2019
|
Six Months Ended
June 30, 2019
|
||||||||||||||||
|
In millions
|
As Computed under LIFO
|
As Reported under Average Cost
|
Effect of Change
|
As Computed under LIFO
|
As Reported under Average Cost
|
Effect of Change
|
||||||||||||
|
Cost of sales
|
$
|
3,498
|
|
$
|
3,496
|
|
$
|
(2
|
)
|
$
|
7,115
|
|
$
|
7,117
|
|
$
|
2
|
|
|
Provision for income taxes on continuing operations
|
$
|
152
|
|
$
|
155
|
|
$
|
3
|
|
$
|
66
|
|
$
|
64
|
|
$
|
(2
|
)
|
|
Net (loss) income
|
$
|
(536
|
)
|
$
|
(537
|
)
|
$
|
(1
|
)
|
$
|
35
|
|
$
|
35
|
|
$
|
—
|
|
|
Consolidated Balance Sheet
|
June 30, 2019
|
||||||||
|
In millions
|
As Computed under LIFO
|
As Reported under Average Cost
|
Effect of Change
|
||||||
|
Inventories
|
$
|
4,763
|
|
$
|
4,390
|
|
$
|
(373
|
)
|
|
Deferred income tax liabilities
|
$
|
3,750
|
|
$
|
3,662
|
|
$
|
(88
|
)
|
|
Accumulated deficit
|
$
|
(8,014
|
)
|
$
|
(8,299
|
)
|
$
|
(285
|
)
|
|
|
Estimated Useful Lives (Years)
|
June 30, 2019
|
Dec 31, 2018
|
||||||
|
In millions
|
|||||||||
|
Land and land improvements
|
0
|
-
|
25
|
$
|
795
|
|
$
|
944
|
|
|
Buildings
|
1
|
-
|
50
|
2,656
|
|
2,581
|
|
||
|
Machinery, equipment, and other
|
1
|
-
|
25
|
9,580
|
|
9,133
|
|
||
|
Construction in progress
|
|
|
|
1,442
|
|
1,458
|
|
||
|
Total property, plant and equipment
|
|
|
|
$
|
14,473
|
|
$
|
14,116
|
|
|
Total accumulated depreciation
|
|
|
|
$
|
4,667
|
|
$
|
4,199
|
|
|
Total property, plant and equipment - net
|
|
|
|
$
|
9,806
|
|
$
|
9,917
|
|
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Depreciation expense
|
$
|
255
|
|
$
|
285
|
|
$
|
526
|
|
$
|
571
|
|
|
Investments in Nonconsolidated Affiliates
|
June 30, 2019
|
Dec 31, 2018
|
||||
|
In millions
|
||||||
|
Investment in nonconsolidated affiliates
|
$
|
1,653
|
|
$
|
1,745
|
|
|
Accrued and other current liabilities
|
(81
|
)
|
(81
|
)
|
||
|
Other noncurrent obligations
|
(635
|
)
|
(495
|
)
|
||
|
Net investment in nonconsolidated affiliates
|
$
|
937
|
|
$
|
1,169
|
|
|
1.
|
DC HSC Holdings LLC holds an 80.5 percent indirect ownership interest in Hemlock Semiconductor Operations LLC.
|
|
Investment in the HSC Group
|
|
Investment
|
|||||
|
In millions
|
Balance Sheet Classification
|
June 30, 2019
|
Dec 31, 2018
|
||||
|
Hemlock Semiconductor L.L.C.
|
Other noncurrent obligations
|
$
|
(635
|
)
|
$
|
(495
|
)
|
|
DC HSC Holdings LLC
|
Investment in nonconsolidated affiliates
|
$
|
495
|
|
$
|
535
|
|
|
Results of Operations
|
Six Months Ended
|
|||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
||||
|
Revenues
|
$
|
312
|
|
$
|
400
|
|
|
Costs of good sold
|
$
|
167
|
|
$
|
258
|
|
|
Income from continuing operations
|
$
|
135
|
|
$
|
164
|
|
|
Net income attributed to entities
|
$
|
119
|
|
$
|
145
|
|
|
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Const.
|
Non-Core
|
Total
|
||||||||||||
|
In millions
|
||||||||||||||||||
|
Balance at December 31, 2018
1
|
$
|
6,960
|
|
$
|
12,109
|
|
$
|
6,967
|
|
$
|
6,698
|
|
$
|
1,762
|
|
$
|
34,496
|
|
|
Impairments
|
—
|
|
(933
|
)
|
—
|
|
—
|
|
(242
|
)
|
(1,175
|
)
|
||||||
|
Currency Translation Adjustment
|
(1
|
)
|
(17
|
)
|
8
|
|
(6
|
)
|
—
|
|
(16
|
)
|
||||||
|
Other Goodwill Adjustments
|
—
|
|
(13
|
)
|
—
|
|
—
|
|
38
|
|
25
|
|
||||||
|
Balance at June 30, 2019
|
$
|
6,959
|
|
$
|
11,146
|
|
$
|
6,975
|
|
$
|
6,692
|
|
$
|
1,558
|
|
$
|
33,330
|
|
|
1.
|
Updated for changes in reportable segments effective in the second quarter of 2019. Refer to Note
23
for additional information.
|
|
|
June 30, 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
|
$
|
4,342
|
|
$
|
(1,179
|
)
|
$
|
3,163
|
|
$
|
4,362
|
|
$
|
(1,010
|
)
|
$
|
3,352
|
|
|
Trademarks/tradenames
|
1,244
|
|
(369
|
)
|
875
|
|
1,245
|
|
(328
|
)
|
917
|
|
||||||
|
Customer-related
|
9,007
|
|
(1,973
|
)
|
7,034
|
|
9,029
|
|
(1,720
|
)
|
7,309
|
|
||||||
|
Other
|
329
|
|
(120
|
)
|
209
|
|
306
|
|
(114
|
)
|
192
|
|
||||||
|
Total other intangible assets with finite lives
|
$
|
14,922
|
|
$
|
(3,641
|
)
|
$
|
11,281
|
|
$
|
14,942
|
|
$
|
(3,172
|
)
|
$
|
11,770
|
|
|
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
||||||||||||
|
IPR&D
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
15
|
|
$
|
—
|
|
$
|
15
|
|
|
Trademarks/tradenames
|
2,869
|
|
—
|
|
2,869
|
|
2,870
|
|
—
|
|
2,870
|
|
||||||
|
Total other intangible assets
|
2,869
|
|
—
|
|
2,869
|
|
2,885
|
|
—
|
|
2,885
|
|
||||||
|
Total
|
$
|
17,791
|
|
$
|
(3,641
|
)
|
$
|
14,150
|
|
$
|
17,827
|
|
$
|
(3,172
|
)
|
$
|
14,655
|
|
|
Net Intangibles by Segment
|
June 30, 2019
|
Dec 31, 2018
|
||||
|
In millions
|
||||||
|
Electronics & Imaging
|
$
|
1,925
|
|
$
|
2,037
|
|
|
Nutrition & Biosciences
|
4,664
|
|
4,823
|
|
||
|
Transportation & Industrial
|
3,722
|
|
3,833
|
|
||
|
Safety & Construction
|
3,145
|
|
3,244
|
|
||
|
Non-Core
|
694
|
|
718
|
|
||
|
Total
|
$
|
14,150
|
|
$
|
14,655
|
|
|
Amortization Expense
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
||||||||
|
Other intangible assets
|
$
|
252
|
|
$
|
266
|
|
$
|
508
|
|
$
|
531
|
|
|
Estimated Amortization Expense
|
|
||
|
In millions
|
|
||
|
Remainder of 2019
|
$
|
512
|
|
|
2020
|
$
|
1,015
|
|
|
2021
|
$
|
1,007
|
|
|
2022
|
$
|
993
|
|
|
2023
|
$
|
961
|
|
|
2024
|
$
|
856
|
|
|
Short-term borrowings and finance lease obligations
|
|
|
||||
|
In millions
|
June 30, 2019
|
Dec 31, 2018
|
||||
|
Commercial paper
|
$
|
1,610
|
|
$
|
—
|
|
|
Notes payable to banks and other lenders
|
5
|
|
4
|
|
||
|
Long-term debt due within one year
1
|
6
|
|
11
|
|
||
|
Total short-term borrowings and finance lease obligations
|
$
|
1,621
|
|
$
|
15
|
|
|
1.
|
Includes finance lease obligations due within one year.
|
|
Long-Term Debt
|
June 30, 2019
|
December 31, 2018
|
||||||||
|
In millions
|
Amount
|
Weighted Average Rate
|
Amount
|
Weighted Average Rate
|
||||||
|
Promissory notes and debentures:
|
|
|
|
|
||||||
|
Final maturity 2020
|
$
|
2,000
|
|
3.63
|
%
|
$
|
2,000
|
|
3.68
|
%
|
|
Final maturity 2023
|
2,800
|
|
4.14
|
%
|
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
|
|
3.51
|
%
|
—
|
|
—
|
%
|
||
|
Other loans
|
14
|
|
4.18
|
%
|
14
|
|
4.32
|
%
|
||
|
Finance lease obligations
|
3
|
|
|
25
|
|
|
||||
|
Less: Unamortized debt discount and issuance costs
|
103
|
|
|
104
|
|
|
||||
|
Less: Long-term debt due within one year
1, 2
|
6
|
|
|
11
|
|
|
||||
|
Total
|
$
|
15,608
|
|
|
$
|
12,624
|
|
|
||
|
1.
|
Presented net of current portion of unamortized debt issuance costs.
|
|
2.
|
Includes finance lease obligations due within one year.
|
|
Maturities of Long-Term Debt for Next Five Years at June 30, 2019
|
Total
|
||
|
In millions
|
|||
|
Remainder of 2019
|
$
|
4
|
|
|
2020
|
$
|
2,005
|
|
|
2021
|
$
|
6
|
|
|
2022
|
$
|
3,001
|
|
|
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 would generally bear all Non-PFAS Stray Liabilities until meeting its
$200 million
threshold. After the respective
$200 million
thresholds are met, DuPont will bear
71 percent
of such losses and Corteva will bear
29 percent
of such losses.
|
|
•
|
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 June 30, 2019
|
Final Expiration Year
|
Maximum Future Payments
|
||
|
In millions
|
||||
|
Obligations for customers
1
:
|
|
|
||
|
Bank borrowings
|
2020
|
$
|
19
|
|
|
Obligations for non-consolidated affiliates
2
:
|
|
|
||
|
Bank borrowings
|
2019
|
$
|
166
|
|
|
Total guarantees
|
|
$
|
185
|
|
|
1.
|
Existing guarantees for select customers, as part of contractual agreements. The terms of the guarantees are equivalent to the terms of the customer loans that are primarily made to finance customer invoices. Of the total maximum future payments,
$18 million
had terms less than a year.
|
|
2.
|
Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.
|
|
In millions
|
Three Months Ended June 30, 2019
|
Six Months Ended
June 30, 2019
|
||||
|
Operating lease cost
|
$
|
46
|
|
$
|
90
|
|
|
Finance lease cost
|
|
|
||||
|
Amortization of right-of-use assets
|
(3
|
)
|
3
|
|
||
|
Interest on lease liabilities
|
—
|
|
—
|
|
||
|
Total finance lease cost
|
(3
|
)
|
3
|
|
||
|
Short-term lease cost
|
1
|
|
2
|
|
||
|
Variable lease cost
|
2
|
|
3
|
|
||
|
Sublease income
|
5
|
|
12
|
|
||
|
Total lease cost
|
$
|
41
|
|
$
|
86
|
|
|
In millions
|
Six Months Ended
June 30, 2019
|
||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
|
Operating cash flows from operating leases
|
$
|
92
|
|
|
Operating cash flows from finance leases
|
$
|
—
|
|
|
Financing cash flows from finance leases
|
$
|
3
|
|
|
In millions
|
June 30, 2019
|
||
|
Operating Leases
|
|
|
|
|
Operating lease right-of-use assets
1
|
$
|
539
|
|
|
Current operating lease liabilities
2
|
144
|
|
|
|
Noncurrent operating lease liabilities
3
|
394
|
|
|
|
Total operating lease liabilities
|
$
|
538
|
|
|
|
|
||
|
Finance Leases
|
|
|
|
|
Property, plant, and equipment, gross
|
$
|
13
|
|
|
Accumulated depreciation
|
5
|
|
|
|
Property, plant, and equipment, net
|
$
|
8
|
|
|
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 interim Condensed Consolidated Balance Sheet.
|
|
2.
|
Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheet.
|
|
3.
|
Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheet.
|
|
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 DuPont Common Stock
|
Issued
|
Held in Treasury
|
||
|
In thousands
|
||||
|
Balance at December 31, 2018
|
784,143
|
|
27,818
|
|
|
Issued
|
2,112
|
|
—
|
|
|
Repurchased
|
—
|
|
10,993
|
|
|
Retired
|
(38,811
|
)
|
(38,811
|
)
|
|
Balance at June 30, 2019
|
747,444
|
|
—
|
|
|
Accumulated Other Comprehensive Loss
|
Unrealized Gains (Losses) on Investments
|
Cumulative Translation Adj
|
Pension and OPEB
|
Derivative Instruments
|
Total
|
||||||||||
|
In millions
|
|||||||||||||||
|
2018
|
|
|
|
|
|
||||||||||
|
Balance at January 1, 2018
|
$
|
17
|
|
$
|
(1,935
|
)
|
$
|
(6,923
|
)
|
$
|
(111
|
)
|
$
|
(8,952
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
(41
|
)
|
(1,058
|
)
|
9
|
|
75
|
|
(1,015
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
2
|
|
(2
|
)
|
248
|
|
44
|
|
292
|
|
|||||
|
Net other comprehensive income (loss)
|
$
|
(39
|
)
|
$
|
(1,060
|
)
|
$
|
257
|
|
$
|
119
|
|
$
|
(723
|
)
|
|
Reclassification of stranded tax effects
1
|
$
|
(1
|
)
|
$
|
(107
|
)
|
$
|
(927
|
)
|
$
|
(22
|
)
|
$
|
(1,057
|
)
|
|
Balance at June 30, 2018
|
$
|
(23
|
)
|
$
|
(3,102
|
)
|
$
|
(7,593
|
)
|
$
|
(14
|
)
|
$
|
(10,732
|
)
|
|
|
|
|
|
|
|
||||||||||
|
2019
|
|
|
|
|
|
||||||||||
|
Balance at January 1, 2019
|
$
|
(51
|
)
|
$
|
(3,785
|
)
|
$
|
(8,476
|
)
|
$
|
(82
|
)
|
$
|
(12,394
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
68
|
|
(117
|
)
|
49
|
|
(43
|
)
|
(43
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1
|
)
|
(18
|
)
|
142
|
|
(15
|
)
|
108
|
|
|||||
|
Net other comprehensive income (loss)
|
$
|
67
|
|
$
|
(135
|
)
|
$
|
191
|
|
$
|
(58
|
)
|
$
|
65
|
|
|
Spin-offs of Dow and Corteva
|
$
|
(16
|
)
|
$
|
3,179
|
|
$
|
8,196
|
|
$
|
139
|
|
$
|
11,498
|
|
|
Balance at June 30, 2019
|
$
|
—
|
|
$
|
(741
|
)
|
$
|
(89
|
)
|
$
|
(1
|
)
|
$
|
(831
|
)
|
|
1.
|
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)
1
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Unrealized gains (losses) on investments
|
$
|
—
|
|
$
|
3
|
|
$
|
(18
|
)
|
$
|
9
|
|
|
Cumulative translation adjustments
|
—
|
|
(25
|
)
|
(1
|
)
|
(20
|
)
|
||||
|
Pension and other post employment benefit plans
|
34
|
|
(34
|
)
|
2
|
|
(64
|
)
|
||||
|
Derivative instruments
|
(8
|
)
|
(7
|
)
|
16
|
|
(8
|
)
|
||||
|
Tax expense from income taxes related to other comprehensive income items
|
$
|
26
|
|
$
|
(63
|
)
|
$
|
(1
|
)
|
$
|
(83
|
)
|
|
1.
|
Prior period amounts were updated to conform with the current year presentation.
|
|
Reclassifications Out of Accumulated Other Comprehensive Loss
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
Income Classification
|
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
|||||||||
|
Unrealized (gains) losses on investments
|
$
|
—
|
|
$
|
1
|
|
$
|
(1
|
)
|
$
|
3
|
|
See (1) below
|
|
Tax expense (benefit)
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
See (2) below
|
||||
|
After tax
|
$
|
—
|
|
$
|
1
|
|
$
|
(1
|
)
|
$
|
2
|
|
|
|
Cumulative translation adjustments
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
(18
|
)
|
$
|
(2
|
)
|
See (3) below
|
|
Pension and other post employment benefit plans
|
$
|
(25
|
)
|
$
|
156
|
|
$
|
142
|
|
$
|
310
|
|
See (4) below
|
|
Tax benefit
|
25
|
|
(34
|
)
|
—
|
|
(62
|
)
|
See (2) below
|
||||
|
After tax
|
$
|
—
|
|
$
|
122
|
|
$
|
142
|
|
$
|
248
|
|
|
|
Derivative Instruments
|
$
|
(7
|
)
|
$
|
26
|
|
$
|
(18
|
)
|
$
|
52
|
|
See (5) below
|
|
Tax benefit
|
2
|
|
(3
|
)
|
3
|
|
(8
|
)
|
See (2) below
|
||||
|
After tax
|
$
|
(5
|
)
|
$
|
23
|
|
$
|
(15
|
)
|
$
|
44
|
|
|
|
Total reclassifications for the period, after tax
|
$
|
(5
|
)
|
$
|
144
|
|
$
|
108
|
|
$
|
292
|
|
|
|
1.
|
"Net sales" and "Sundry income (expense) - net."
|
|
2.
|
"Provision for income taxes on continuing operations."
|
|
3.
|
"Sundry income (expense) - net."
|
|
4.
|
These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other post employment benefit plans. See Note
19
for additional information.
|
|
5.
|
"Cost of sales," "Sundry income (expense) - net" and "Interest expense".
|
|
Noncontrolling Interests
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||
|
In millions
|
2019
|
2018
|
2019
|
2018
|
||||||||
|
Balance at beginning of period
|
$
|
1,654
|
|
$
|
1,664
|
|
$
|
1,608
|
|
$
|
1,597
|
|
|
Net income attributable to noncontrolling interests
|
34
|
|
35
|
|
85
|
|
79
|
|
||||
|
Distributions to noncontrolling interests
1
|
(1
|
)
|
(46
|
)
|
(12
|
)
|
(73
|
)
|
||||
|
Noncontrolling interests from Merger
|
—
|
|
—
|
|
—
|
|
56
|
|
||||
|
Cumulative translation adjustments
|
9
|
|
(34
|
)
|
16
|
|
(40
|
)
|
||||
|
Spin-off of Dow and Corteva
|
(1,124
|
)
|
—
|
|
(1,124
|
)
|
—
|
|
||||
|
Other
|
(2
|
)
|
1
|
|
(3
|
)
|
1
|
|
||||
|
Balance at end of period
|
$
|
570
|
|
$
|
1,620
|
|
$
|
570
|
|
$
|
1,620
|
|
|
1.
|
Net of dividends paid to a joint venture, which were reclassified to "Equity in earnings of nonconsolidated affiliates" in the interim Consolidated Statements of Operations, totaled
zero
for the three months ended
June 30, 2019
(
$6 million
for the three months ended
June 30, 2018
) and
zero
for the
six
months ended
June 30, 2019
(
$6 million
for the
six
months ended
June 30, 2018
).
|
|
Net Periodic Benefit (Credit) Cost for All Plans
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
||||||||
|
Defined Benefit Pension Plans:
|
|
|
|
|
||||||||
|
Service cost
|
$
|
18
|
|
$
|
165
|
|
$
|
149
|
|
$
|
332
|
|
|
Interest cost
|
144
|
|
406
|
|
591
|
|
814
|
|
||||
|
Expected return on plan assets
|
(206
|
)
|
(705
|
)
|
(919
|
)
|
(1,414
|
)
|
||||
|
Amortization of prior service credit
|
(1
|
)
|
(6
|
)
|
(7
|
)
|
(12
|
)
|
||||
|
Amortization of net loss
|
2
|
|
169
|
|
135
|
|
340
|
|
||||
|
Curtailment/settlement
1
|
(2
|
)
|
(4
|
)
|
(2
|
)
|
(4
|
)
|
||||
|
Net periodic benefit (credit) cost - total
|
$
|
(45
|
)
|
$
|
25
|
|
$
|
(53
|
)
|
$
|
56
|
|
|
Less: discontinued operations
|
41
|
|
(35
|
)
|
45
|
|
(73
|
)
|
||||
|
Net periodic benefit credit - continuing operations
|
$
|
(4
|
)
|
$
|
(10
|
)
|
$
|
(8
|
)
|
$
|
(17
|
)
|
|
Other Post Employment Benefits:
|
|
|
|
|
||||||||
|
Service cost
|
$
|
1
|
|
$
|
5
|
|
$
|
5
|
|
$
|
10
|
|
|
Interest cost
|
15
|
|
33
|
|
52
|
|
65
|
|
||||
|
Amortization of net gain
|
—
|
|
(6
|
)
|
(6
|
)
|
(12
|
)
|
||||
|
Net periodic benefit cost - total
|
$
|
16
|
|
$
|
32
|
|
$
|
51
|
|
$
|
63
|
|
|
Less: discontinued operations
|
(16
|
)
|
(32
|
)
|
(50
|
)
|
(63
|
)
|
||||
|
Net periodic benefit cost - continuing operations
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
|
Fair Value of Financial Instruments
|
June 30, 2019
|
December 31, 2018
|
||||||||||||||||||||||
|
In millions
|
Cost
|
Gain
|
Loss
|
Fair Value
|
Cost
|
Gain
|
Loss
|
Fair Value
|
||||||||||||||||
|
Cash equivalents
|
$
|
532
|
|
$
|
—
|
|
$
|
—
|
|
$
|
532
|
|
$
|
8,226
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,226
|
|
|
Restricted cash equivalents
1
|
$
|
40
|
|
$
|
—
|
|
$
|
—
|
|
$
|
40
|
|
$
|
43
|
|
$
|
—
|
|
$
|
—
|
|
$
|
43
|
|
|
Marketable securities
|
$
|
8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8
|
|
$
|
29
|
|
$
|
—
|
|
$
|
—
|
|
$
|
29
|
|
|
Equity securities
2
|
$
|
4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
4
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
|
Total cash and restricted cash equivalents, marketable securities and other investments
|
$
|
584
|
|
$
|
—
|
|
$
|
—
|
|
$
|
584
|
|
$
|
8,300
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,300
|
|
|
Long-term debt including debt due within one year
|
$
|
(15,614
|
)
|
$
|
—
|
|
$
|
(1,555
|
)
|
$
|
(17,169
|
)
|
$
|
(12,635
|
)
|
$
|
5
|
|
$
|
(461
|
)
|
$
|
(13,091
|
)
|
|
Derivatives relating to:
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Foreign currency
3
|
—
|
|
11
|
|
(6
|
)
|
5
|
|
—
|
|
37
|
|
(6
|
)
|
31
|
|
||||||||
|
Total derivatives
|
$
|
—
|
|
$
|
11
|
|
$
|
(6
|
)
|
$
|
5
|
|
$
|
—
|
|
$
|
37
|
|
$
|
(6
|
)
|
$
|
31
|
|
|
1.
|
Classified as "Other current assets" in the Condensed Consolidated Balance Sheets.
|
|
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
|
June 30, 2019
|
Dec 31, 2018
|
||||
|
In millions
|
||||||
|
Derivatives not designated as hedging instruments:
|
|
|
||||
|
Foreign currency contracts
|
$
|
(80
|
)
|
$
|
2,057
|
|
|
Commodity contracts
|
$
|
8
|
|
$
|
9
|
|
|
|
June 30, 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
|
27
|
|
(16
|
)
|
11
|
|
|||
|
Total asset derivatives
|
|
$
|
27
|
|
$
|
(16
|
)
|
$
|
11
|
|
|
|
|
|
|
|
||||||
|
Liability derivatives:
|
|
|
|
|
||||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||
|
Foreign currency contracts
|
Accrued and other current liabilities
|
$
|
20
|
|
$
|
(14
|
)
|
$
|
6
|
|
|
Total liability derivatives
|
|
$
|
20
|
|
$
|
(14
|
)
|
$
|
6
|
|
|
|
December 31, 2018
|
|||||||||
|
In millions
|
Balance Sheet Classification
|
Gross
|
Counterparty and Cash Collateral Netting
1
|
Net Amounts Included in the Consolidated Balance Sheet
|
||||||
|
Asset derivatives:
|
|
|
|
|
||||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||
|
Foreign currency contracts
|
Other current assets
|
$
|
72
|
|
$
|
(35
|
)
|
$
|
37
|
|
|
Total asset derivatives
|
|
$
|
72
|
|
$
|
(35
|
)
|
$
|
37
|
|
|
|
|
|
|
|
||||||
|
Liability derivatives:
|
|
|
|
|
||||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||
|
Foreign currency contracts
|
Accrued and other current liabilities
|
$
|
21
|
|
$
|
(15
|
)
|
$
|
6
|
|
|
Total liability derivatives
|
|
$
|
21
|
|
$
|
(15
|
)
|
$
|
6
|
|
|
1.
|
Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
|
|
Basis of Fair Value Measurements on a Recurring Basis at June 30, 2019
|
Significant Other Observable Inputs
(Level 2)
|
||
|
In millions
|
|||
|
Assets at fair value:
|
|
||
|
Cash equivalents and restricted cash equivalents
1
|
$
|
572
|
|
|
Marketable securities
2
|
8
|
|
|
|
Equity securities
3
|
4
|
|
|
|
Derivatives relating to:
4
|
|
||
|
Foreign currency contracts
|
27
|
|
|
|
Total assets at fair value
|
$
|
611
|
|
|
Liabilities at fair value:
|
|
||
|
Long-term debt including debt due within one year
5
|
$
|
17,169
|
|
|
Derivatives relating to:
4
|
|
||
|
Foreign currency contracts
|
20
|
|
|
|
Total liabilities at fair value
|
$
|
17,189
|
|
|
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 interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
|
|
2.
|
Primarily time deposits with maturities of greater than three months at time of acquisition.
|
|
3.
|
The Company’s investments in equity securities are included in “Other investments” in the interim Condensed Consolidated Balance Sheets.
|
|
4.
|
See Note
21
for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
|
|
5.
|
See Note
21
for information on fair value measurements of long-term debt.
|
|
Basis of Fair Value Measurements on a Recurring Basis at Dec 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
|
|
|
|
Equity securities
3
|
2
|
|
|
|
Derivatives relating to:
4
|
|
||
|
Foreign currency contracts
|
72
|
|
|
|
Total assets at fair value
|
$
|
8,372
|
|
|
Liabilities at fair value:
|
|
||
|
Long-term debt including debt due within one year
5
|
$
|
13,091
|
|
|
Derivatives relating to:
4
|
|
||
|
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 interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
|
|
2.
|
Primarily time deposits with maturities of greater than three months at time of acquisition.
|
|
3.
|
The Company’s investments in equity securities are included in “Other investments” in the interim Condensed Consolidated Balance Sheets.
|
|
4.
|
See Note
21
for the classification of derivatives in the interim Condensed Consolidated Balance Sheets
|
|
5.
|
See Note
21
for information on fair value measurements of long-term debt.
|
|
•
|
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.
|
|
Segment Information
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Const.
|
Non-Core
|
Corp.
|
Total
|
||||||||||||||
|
In millions
|
|||||||||||||||||||||
|
Three months ended June 30, 2019
|
|
|
|
|
|
|
|
||||||||||||||
|
Net sales
|
$
|
858
|
|
$
|
1,558
|
|
$
|
1,269
|
|
$
|
1,341
|
|
$
|
442
|
|
$
|
—
|
|
$
|
5,468
|
|
|
Operating EBITDA
1
|
$
|
246
|
|
$
|
391
|
|
$
|
357
|
|
$
|
382
|
|
$
|
99
|
|
$
|
(53
|
)
|
$
|
1,422
|
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
$
|
5
|
|
$
|
—
|
|
$
|
2
|
|
$
|
7
|
|
$
|
35
|
|
$
|
—
|
|
$
|
49
|
|
|
Three months ended June 30, 2018
|
|
|
|
|
|
|
|
||||||||||||||
|
Net sales
|
$
|
921
|
|
$
|
1,621
|
|
$
|
1,417
|
|
$
|
1,372
|
|
$
|
526
|
|
$
|
—
|
|
$
|
5,857
|
|
|
Pro forma operating EBITDA
1
|
$
|
290
|
|
$
|
383
|
|
$
|
402
|
|
$
|
296
|
|
$
|
123
|
|
$
|
(72
|
)
|
$
|
1,422
|
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
$
|
6
|
|
$
|
—
|
|
$
|
1
|
|
$
|
8
|
|
$
|
39
|
|
$
|
—
|
|
$
|
54
|
|
|
Six months ended June 30, 2019
|
|
|
|
|
|
|
|
||||||||||||||
|
Net sales
|
$
|
1,683
|
|
$
|
3,093
|
|
$
|
2,586
|
|
$
|
2,624
|
|
$
|
896
|
|
$
|
—
|
|
$
|
10,882
|
|
|
Pro forma operating EBITDA
1
|
$
|
534
|
|
$
|
744
|
|
$
|
730
|
|
$
|
756
|
|
$
|
193
|
|
$
|
(105
|
)
|
$
|
2,852
|
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
$
|
8
|
|
$
|
—
|
|
$
|
2
|
|
$
|
15
|
|
$
|
64
|
|
$
|
—
|
|
$
|
89
|
|
|
Six months ended June 30, 2018
|
|
|
|
|
|
|
|
||||||||||||||
|
Net sales
|
$
|
1,785
|
|
$
|
3,198
|
|
$
|
2,795
|
|
$
|
2,636
|
|
$
|
1,040
|
|
$
|
—
|
|
$
|
11,454
|
|
|
Pro forma operating EBITDA
1
|
$
|
567
|
|
$
|
751
|
|
$
|
791
|
|
$
|
622
|
|
$
|
233
|
|
$
|
(136
|
)
|
$
|
2,828
|
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
$
|
13
|
|
$
|
1
|
|
$
|
3
|
|
$
|
13
|
|
$
|
81
|
|
$
|
—
|
|
$
|
111
|
|
|
1.
|
A reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA and pro forma Operating EBITDA, as applicable, is provided below.
|
|
Reconciliation of "(Loss) Income from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended June 30, 2019 and 2018
|
Three Months Ended
|
|||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
||||
|
(Loss) Income from continuing operations, net of tax
|
$
|
(1,103
|
)
|
$
|
31
|
|
|
+ Provision for income taxes on continuing operations
|
155
|
|
99
|
|
||
|
(Loss) income from continuing operations before income taxes
|
$
|
(948
|
)
|
$
|
130
|
|
|
+ Depreciation and amortization
|
507
|
|
551
|
|
||
|
- Interest income
1
|
9
|
|
11
|
|
||
|
+ Interest expense
|
165
|
|
171
|
|
||
|
- Non-operating pension/OPEB benefit
1
|
18
|
|
28
|
|
||
|
- Foreign exchange gains (losses), net
1
|
(17
|
)
|
53
|
|
||
|
+ Costs historically allocated to the materials science and agriculture businesses
2
|
—
|
|
352
|
|
||
|
+ Pro forma adjustments
3
|
—
|
|
(52
|
)
|
||
|
- Adjusted significant items
|
(1,708
|
)
|
(362
|
)
|
||
|
Operating EBITDA
3
|
$
|
1,422
|
|
$
|
1,422
|
|
|
1.
|
Included in Sundry income (expense) - net.
|
|
Reconciliation of "(Loss) Income from continuing operations, net of tax" to Pro Forma Operating EBITDA for the Six months Ended June 30, 2019 and 2018
|
Six Months Ended
|
|||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
||||
|
Loss from continuing operations, net of tax
|
$
|
(1,177
|
)
|
$
|
(42
|
)
|
|
+ Provision for income taxes on continuing operations
|
64
|
|
164
|
|
||
|
(Loss) Income from continuing operations before income taxes
|
$
|
(1,113
|
)
|
$
|
122
|
|
|
+ Depreciation and amortization
|
1,034
|
|
1,102
|
|
||
|
- Interest income
1
|
49
|
|
21
|
|
||
|
+ Interest expense
|
345
|
|
342
|
|
||
|
- Non-operating pension/OPEB benefit
|
39
|
|
55
|
|
||
|
- Foreign exchange gains (losses), net
1, 2
|
(78
|
)
|
(72
|
)
|
||
|
+ Costs historically allocated to the materials science and agriculture businesses
3
|
256
|
|
608
|
|
||
|
+ Pro forma adjustments
4
|
122
|
|
(150
|
)
|
||
|
- Adjusted significant items
|
(2,218
|
)
|
(808
|
)
|
||
|
Pro Forma Operating EBITDA
4
|
$
|
2,852
|
|
$
|
2,828
|
|
|
1.
|
Included in "Sundry income (expense) - net."
|
|
2.
|
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 during the six months ended June 30, 2018.
|
|
Significant Items by Segment for the Three Months Ended June 30, 2019
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Const.
|
Non-Core
|
Corp.
|
Total
|
||||||||||||||
|
In millions
|
|||||||||||||||||||||
|
Integration and separation costs
1
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(347
|
)
|
$
|
(347
|
)
|
|
Restructuring and asset related charges - net
2
|
(7
|
)
|
(85
|
)
|
(12
|
)
|
(20
|
)
|
(1
|
)
|
(13
|
)
|
(138
|
)
|
|||||||
|
Goodwill impairment charges
3
|
—
|
|
(933
|
)
|
—
|
|
—
|
|
(242
|
)
|
—
|
|
(1,175
|
)
|
|||||||
|
Income tax related items
4
|
—
|
|
—
|
|
—
|
|
(48
|
)
|
—
|
|
—
|
|
(48
|
)
|
|||||||
|
Total
|
$
|
(7
|
)
|
$
|
(1,018
|
)
|
$
|
(12
|
)
|
$
|
(68
|
)
|
$
|
(243
|
)
|
$
|
(360
|
)
|
$
|
(1,708
|
)
|
|
1.
|
Integration and separation costs related to the Merger, post-Merger integration and business separation activities.
|
|
2.
|
Includes Board approved restructuring plans and asset related charges, which include other asset impairments. See Note
5
for additional information.
|
|
3.
|
See Note
13
for additional information.
|
|
Adjusted Significant Items by Segment for the Three Months Ended June 30, 2018 (Pro Forma)
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Const.
|
Non-Core
|
Corp.
|
Total
|
||||||||||||||
|
In millions
|
|||||||||||||||||||||
|
Merger-related inventory step-up amortization
1
|
$
|
—
|
|
$
|
(4
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(4
|
)
|
|
Net loss on divestitures and changes in joint venture ownership
2
|
—
|
|
—
|
|
—
|
|
—
|
|
(21
|
)
|
—
|
|
(21
|
)
|
|||||||
|
Integration and separation costs
3
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(291
|
)
|
(291
|
)
|
|||||||
|
Restructuring and asset related charges - net
4
|
(1
|
)
|
—
|
|
—
|
|
(12
|
)
|
5
|
|
(38
|
)
|
(46
|
)
|
|||||||
|
Total
|
$
|
(1
|
)
|
$
|
(4
|
)
|
$
|
—
|
|
$
|
(12
|
)
|
$
|
(16
|
)
|
$
|
(329
|
)
|
$
|
(362
|
)
|
|
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 business separation activities.
|
|
4.
|
Includes Board approved restructuring plans and asset related charges, which includes other asset impairments. See Note
5
for additional information.
|
|
Adjusted Significant Items by Segment for the Six Months Ended June 30, 2019 (Pro Forma)
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Const.
|
Non-Core
|
Corp.
|
Total
|
||||||||||||||
|
In millions
|
|||||||||||||||||||||
|
Integration and separation costs
1
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(785
|
)
|
$
|
(785
|
)
|
|
Restructuring and asset related charges - net
2
|
(7
|
)
|
(112
|
)
|
(12
|
)
|
(22
|
)
|
—
|
|
(57
|
)
|
(210
|
)
|
|||||||
|
Goodwill impairment charges
3
|
—
|
|
(933
|
)
|
—
|
|
—
|
|
(242
|
)
|
—
|
|
(1,175
|
)
|
|||||||
|
Income tax related items
4
|
—
|
|
—
|
|
—
|
|
(48
|
)
|
—
|
|
—
|
|
(48
|
)
|
|||||||
|
Total
|
$
|
(7
|
)
|
$
|
(1,045
|
)
|
$
|
(12
|
)
|
$
|
(70
|
)
|
$
|
(242
|
)
|
$
|
(842
|
)
|
$
|
(2,218
|
)
|
|
1.
|
Integration and separation costs related to the Merger, post-Merger integration and business separation activities.
|
|
2.
|
Includes Board approved restructuring plans and asset related charges, which include other asset impairments. See Note
5
for additional information.
|
|
3.
|
See Note
13
for additional information.
|
|
Adjusted Significant Items by Segment for the Six Months Ended June 30, 2018 (Pro Forma)
|
Elect. & Imaging
|
Nutrition & Biosciences
|
Transp. & Industrial
|
Safety & Const.
|
Non-Core
|
Corp.
|
Total
|
||||||||||||||
|
In millions
|
|||||||||||||||||||||
|
Merger-related inventory step-up amortization
1
|
$
|
—
|
|
$
|
(68
|
)
|
$
|
—
|
|
$
|
(5
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(73
|
)
|
|
Net loss on divestitures and changes in joint venture ownership
2
|
—
|
|
—
|
|
—
|
|
—
|
|
(21
|
)
|
—
|
|
(21
|
)
|
|||||||
|
Integration and separation costs
3
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(565
|
)
|
(565
|
)
|
|||||||
|
Restructuring and asset related charges - net
4
|
(2
|
)
|
—
|
|
1
|
|
(19
|
)
|
6
|
|
(85
|
)
|
(99
|
)
|
|||||||
|
Income tax related item
5
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(50
|
)
|
(50
|
)
|
|||||||
|
Total
|
$
|
(2
|
)
|
$
|
(68
|
)
|
$
|
1
|
|
$
|
(24
|
)
|
$
|
(15
|
)
|
$
|
(700
|
)
|
$
|
(808
|
)
|
|
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 business separation activities.
|
|
4.
|
Includes Board approved restructuring plans and asset related charges, which includes other asset impairments. See Note
5
for additional information.
|
|
5.
|
Includes a foreign exchange loss related to adjustments to Historical EID's foreign currency exchange contracts as a result of U.S. tax reform.
|
|
•
|
Separation and Distribution Agreement - The Parties entered into an agreement that sets forth, among other things, the agreements among the Parties regarding the principal transactions necessary to effect the Distributions. It also sets forth other agreements that govern certain aspects of the Parties’ ongoing relationships after the completion of the Distributions (the "Separation and Distribution Agreement").
|
|
•
|
Tax Matters Agreement - The Parties entered into an agreement that governs their respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
|
|
•
|
Employee Matters Agreement - The Parties entered into an agreement that identifies employees and employee-related liabilities (and attributable assets) to be allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments will occur.
|
|
•
|
Intellectual Property Cross-License 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 15 to the interim 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.
|
|
•
|
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.
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions, except per share amounts
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
||||||||
|
Net sales
|
$
|
5,468
|
|
$
|
5,857
|
|
$
|
10,882
|
|
$
|
11,454
|
|
|
|
|
|
|
|
||||||||
|
Gross Margin
|
$
|
1,972
|
|
$
|
1,772
|
|
$
|
3,765
|
|
$
|
3,564
|
|
|
Gross Margin Percentage
|
36.1
|
%
|
30.3
|
%
|
34.6
|
%
|
31.1
|
%
|
||||
|
|
|
|
|
|
||||||||
|
Research and development expenses
|
$
|
232
|
|
$
|
270
|
|
$
|
499
|
|
$
|
544
|
|
|
Percent of net sales
|
4.2
|
%
|
4.6
|
%
|
4.6
|
%
|
4.7
|
%
|
||||
|
|
|
|
|
|
||||||||
|
Selling, general and administrative expenses
|
$
|
642
|
|
$
|
768
|
|
$
|
1,368
|
|
$
|
1,570
|
|
|
Percent of net sales
|
11.7
|
%
|
13.1
|
%
|
12.6
|
%
|
13.7
|
%
|
||||
|
|
|
|
|
|
||||||||
|
Effective tax rate - continuing operations
|
(16.4
|
)%
|
76.2
|
%
|
(5.8
|
)%
|
134.4
|
%
|
||||
|
|
|
|
|
|
||||||||
|
Net (loss) income available for DuPont common stockholders
|
$
|
(571
|
)
|
$
|
1,769
|
|
$
|
(50
|
)
|
$
|
2,862
|
|
|
|
|
|
|
|
||||||||
|
(Loss) earnings per common share – basic
|
$
|
(0.76
|
)
|
$
|
2.29
|
|
$
|
(0.07
|
)
|
$
|
3.69
|
|
|
(Loss) earnings per common share – diluted
|
$
|
(0.76
|
)
|
$
|
2.27
|
|
$
|
(0.07
|
)
|
$
|
3.69
|
|
|
Summary of Sales Results
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
June 30, 2019
|
June 30, 2018
|
||||||||
|
Net sales
|
$
|
5,468
|
|
$
|
5,857
|
|
$
|
10,882
|
|
$
|
11,454
|
|
|
1.
|
Europe, Middle East and Africa.
|
|
Unaudited Pro Forma Combined
Statement of Operations
|
Three Months Ended June 30,
|
||||||||
|
2018
|
|||||||||
|
In millions, except per share amounts
|
DuPont
1
|
Pro Forma Adjustments
2
|
Pro Forma
|
||||||
|
Net sales
|
$
|
5,857
|
|
$
|
—
|
|
$
|
5,857
|
|
|
Cost of sales
|
4,085
|
|
18
|
|
4,103
|
|
|||
|
Research and development expenses
|
270
|
|
—
|
|
270
|
|
|||
|
Selling, general and administrative expenses
|
768
|
|
—
|
|
768
|
|
|||
|
Amortization of intangibles
|
266
|
|
—
|
|
266
|
|
|||
|
Restructuring and asset related charges - net
|
46
|
|
—
|
|
46
|
|
|||
|
Integration and separation costs
|
428
|
|
(137
|
)
|
291
|
|
|||
|
Equity in earnings of nonconsolidated affiliates
|
54
|
|
—
|
|
54
|
|
|||
|
Sundry income (expense) - net
|
82
|
|
—
|
|
82
|
|
|||
|
Interest expense
|
—
|
|
171
|
|
171
|
|
|||
|
Income (Loss) from continuing operations before income taxes
|
130
|
|
(52
|
)
|
78
|
|
|||
|
Provision (Credit) for income taxes on continuing operations
|
99
|
|
(10
|
)
|
89
|
|
|||
|
Income (Loss) from continuing operations, net of tax
|
31
|
|
(42
|
)
|
(11
|
)
|
|||
|
Net loss attributable to noncontrolling interests of continuing operations
|
(2
|
)
|
—
|
|
(2
|
)
|
|||
|
Net income (loss) from continuing operations attributable to DuPont
|
33
|
|
(42
|
)
|
(9
|
)
|
|||
|
|
|
|
|
||||||
|
Per common share data:
|
|
|
|
||||||
|
Earnings (Loss) per common share from continuing operations - basic
|
$
|
0.03
|
|
|
$
|
(0.02
|
)
|
||
|
Earnings (Loss) per common share from continuing operations - diluted
|
$
|
0.03
|
|
|
$
|
(0.02
|
)
|
||
|
|
|
|
|
||||||
|
Weighted-average common shares outstanding - basic
|
769.6
|
|
|
769.6
|
|
||||
|
Weighted-average common shares outstanding - diluted
|
774.5
|
|
|
769.6
|
|
||||
|
1.
|
See the historical U.S. GAAP Consolidated Statements of Operations.
|
|
2.
|
Certain pro forma adjustments were made to illustrate the estimated effects of the Transactions, assuming that the Transactions had occurred on January 1, 2018. 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
|
Six Months Ended June 30,
|
|||||||||||||||||
|
2019
|
2018
|
|||||||||||||||||
|
In millions, except per share amounts
|
DuPont
1
|
Pro Forma Adjustments
2
|
Pro Forma
|
DuPont
1
|
Pro Forma Adjustments
2
|
Pro Forma
|
||||||||||||
|
Net sales
|
$
|
10,882
|
|
$
|
—
|
|
$
|
10,882
|
|
$
|
11,454
|
|
$
|
—
|
|
$
|
11,454
|
|
|
Cost of sales
|
7,117
|
|
22
|
|
7,139
|
|
7,890
|
|
36
|
|
7,926
|
|
||||||
|
Research and development expenses
|
499
|
|
—
|
|
499
|
|
544
|
|
—
|
|
544
|
|
||||||
|
Selling, general and administrative expenses
|
1,368
|
|
—
|
|
1,368
|
|
1,570
|
|
—
|
|
1,570
|
|
||||||
|
Amortization of intangibles
|
508
|
|
—
|
|
508
|
|
531
|
|
—
|
|
531
|
|
||||||
|
Restructuring and asset related charges - net
|
208
|
|
—
|
|
208
|
|
99
|
|
—
|
|
99
|
|
||||||
|
Goodwill impairment charge
|
1,175
|
|
—
|
|
1,175
|
|
—
|
|
—
|
|
—
|
|
||||||
|
Integration and separation costs
|
958
|
|
(173
|
)
|
785
|
|
793
|
|
(228
|
)
|
565
|
|
||||||
|
Equity in earnings of nonconsolidated affiliates
|
89
|
|
—
|
|
89
|
|
111
|
|
—
|
|
111
|
|
||||||
|
Sundry income (expense) - net
|
65
|
|
—
|
|
65
|
|
(16
|
)
|
—
|
|
(16
|
)
|
||||||
|
Interest expense
|
316
|
|
29
|
|
345
|
|
—
|
|
342
|
|
342
|
|
||||||
|
(Loss) Income from continuing operations before income taxes
|
(1,113
|
)
|
122
|
|
(991
|
)
|
122
|
|
(150
|
)
|
(28
|
)
|
||||||
|
Provision (Credit) for income taxes on continuing operations
|
64
|
|
30
|
|
94
|
|
164
|
|
(31
|
)
|
133
|
|
||||||
|
(Loss) Income from continuing operations, net of tax
|
(1,177
|
)
|
92
|
|
(1,085
|
)
|
(42
|
)
|
(119
|
)
|
(161
|
)
|
||||||
|
Net income attributable to noncontrolling interests of continuing operations
|
13
|
|
—
|
|
13
|
|
11
|
|
—
|
|
11
|
|
||||||
|
Net (loss) income from continuing operations attributable to DuPont
|
(1,190
|
)
|
92
|
|
(1,098
|
)
|
(53
|
)
|
(119
|
)
|
(172
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
|
Per common share data:
|
|
|
|
|
|
|
||||||||||||
|
Loss per common share from continuing operations - basic
|
$
|
(1.59
|
)
|
|
$
|
(1.47
|
)
|
$
|
(0.09
|
)
|
|
$
|
(0.24
|
)
|
||||
|
Loss per common share from continuing operations - diluted
|
$
|
(1.59
|
)
|
|
$
|
(1.47
|
)
|
$
|
(0.09
|
)
|
|
$
|
(0.24
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||||||
|
Weighted-average common shares outstanding - basic
|
749.6
|
|
|
749.6
|
|
771.0
|
|
|
771.0
|
|
||||||||
|
Weighted-average common shares outstanding - diluted
|
749.6
|
|
|
749.6
|
|
771.0
|
|
|
771.0
|
|
||||||||
|
1.
|
See the historical U.S. GAAP Consolidated Statements of Operations.
|
|
2.
|
Certain pro forma adjustments were made to illustrate the estimated effects of the Transactions, assuming that the Transactions had occurred on January 1, 2018. 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.
|
|
Electronics & Imaging
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
Jun 30, 2019
|
Jun 30, 2018
|
Jun 30, 2019
|
Jun 30, 2018
|
||||||||
|
Net sales
|
$
|
858
|
|
$
|
921
|
|
$
|
1,683
|
|
$
|
1,785
|
|
|
Operating EBITDA
1
|
$
|
246
|
|
$
|
290
|
|
$
|
534
|
|
$
|
567
|
|
|
Equity earnings
|
$
|
5
|
|
$
|
6
|
|
$
|
8
|
|
$
|
13
|
|
|
1.
|
For the six months ended June 30, 2019 and for the three and six months ended June 30, 2018, operating EBITDA is on a pro forma basis.
|
|
Electronics & Imaging
|
Three Months Ended
|
Six Months Ended
|
||
|
Percentage change from prior year
|
Jun 30, 2019
|
Jun 30, 2019
|
||
|
Change in Net Sales from Prior Period due to:
|
|
|
||
|
Local price & product mix
|
—
|
%
|
—
|
%
|
|
Currency
|
(2
|
)
|
(2
|
)
|
|
Volume
|
(5
|
)
|
(4
|
)
|
|
Portfolio & other
|
—
|
|
—
|
|
|
Total
|
(7
|
)%
|
(6
|
)%
|
|
Nutrition & Biosciences
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
Jun 30, 2019
|
Jun 30, 2018
|
Jun 30, 2019
|
Jun 30, 2018
|
||||||||
|
Net sales
|
$
|
1,558
|
|
$
|
1,621
|
|
$
|
3,093
|
|
$
|
3,198
|
|
|
Operating EBITDA
1
|
$
|
391
|
|
$
|
383
|
|
$
|
744
|
|
$
|
751
|
|
|
Equity earnings
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
|
Nutrition & Biosciences
|
Three Months Ended
|
Six Months Ended
|
||
|
Percentage change from prior year
|
Jun 30, 2019
|
Jun 30, 2019
|
||
|
Change in Net Sales from Prior Period due to:
|
|
|
||
|
Local price & product mix
|
1
|
%
|
1
|
%
|
|
Currency
|
(3
|
)
|
(3
|
)
|
|
Volume
|
(1
|
)
|
(1
|
)
|
|
Portfolio & other
|
(1
|
)
|
—
|
|
|
Total
|
(4
|
)%
|
(3
|
)%
|
|
Transportation & Industrial
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
Jun 30, 2019
|
Jun 30, 2018
|
Jun 30, 2019
|
Jun 30, 2018
|
||||||||
|
Net sales
|
$
|
1,269
|
|
$
|
1,417
|
|
$
|
2,586
|
|
$
|
2,795
|
|
|
Operating EBITDA
1
|
$
|
357
|
|
$
|
402
|
|
$
|
730
|
|
$
|
791
|
|
|
Equity earnings
|
$
|
2
|
|
$
|
1
|
|
$
|
2
|
|
$
|
3
|
|
|
Transportation & Industrial
|
Three Months Ended
|
Six Months Ended
|
||
|
Percentage change from prior year
|
Jun 30, 2019
|
Jun 30, 2019
|
||
|
Change in Net Sales from Prior Period due to:
|
|
|
||
|
Local price & product mix
|
5
|
%
|
6
|
%
|
|
Currency
|
(3
|
)
|
(3
|
)
|
|
Volume
|
(12
|
)
|
(10
|
)
|
|
Portfolio & other
|
—
|
|
—
|
|
|
Total
|
(10
|
)%
|
(7
|
)%
|
|
Safety & Construction
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
Jun 30, 2019
|
Jun 30, 2018
|
Jun 30, 2019
|
Jun 30, 2018
|
||||||||
|
Net sales
|
$
|
1,341
|
|
$
|
1,372
|
|
$
|
2,624
|
|
$
|
2,636
|
|
|
Operating EBITDA
1
|
$
|
382
|
|
$
|
296
|
|
$
|
756
|
|
$
|
622
|
|
|
Equity earnings
|
$
|
7
|
|
$
|
8
|
|
$
|
15
|
|
$
|
13
|
|
|
Safety & Construction
|
Three Months Ended
|
Six Months Ended
|
||
|
Percentage change from prior year
|
Jun 30, 2019
|
Jun 30, 2019
|
||
|
Change in Net Sales from Prior Period due to:
|
|
|
||
|
Local price & product mix
|
4
|
%
|
4
|
%
|
|
Currency
|
(3
|
)
|
(2
|
)
|
|
Volume
|
1
|
|
2
|
|
|
Portfolio & other
|
(4
|
)
|
(4
|
)
|
|
Total
|
(2
|
)%
|
—
|
%
|
|
Non-Core
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
In millions
|
Jun 30, 2019
|
Jun 30, 2018
|
Jun 30, 2019
|
Jun 30, 2018
|
||||||||
|
Net sales
|
$
|
442
|
|
$
|
526
|
|
$
|
896
|
|
$
|
1,040
|
|
|
Operating EBITDA
1
|
$
|
99
|
|
$
|
123
|
|
$
|
193
|
|
$
|
233
|
|
|
Equity earnings
|
$
|
35
|
|
$
|
39
|
|
$
|
64
|
|
$
|
81
|
|
|
Non-Core
|
Three Months Ended
|
Six Months Ended
|
||
|
Percentage change from prior year
|
Jun 30, 2019
|
Jun 30, 2019
|
||
|
Change in Net Sales from Prior Period due to:
|
|
|
||
|
Local price & product mix
|
—
|
%
|
(2
|
)%
|
|
Currency
|
(2
|
)
|
(2
|
)
|
|
Volume
|
(14
|
)
|
(10
|
)
|
|
Portfolio & other
|
—
|
|
—
|
|
|
Total
|
(16
|
)%
|
(14
|
)%
|
|
In millions
|
June 30, 2019
|
December 31, 2018
|
||||
|
Cash, cash equivalents and marketable securities
|
$
|
1,669
|
|
$
|
8,577
|
|
|
Total debt
|
$
|
17,229
|
|
$
|
12,639
|
|
|
Credit Ratings
|
Long-Term Rating
|
Short-Term Rating
|
Outlook
|
|
Standard & Poor’s
|
A-
|
A-2
|
Stable
|
|
Moody’s Investors Service
|
Baa1
|
P-2
|
Stable
|
|
Fitch Ratings
|
BBB+
|
F-2
|
Stable
|
|
Cash Flow Summary
|
Six Months Ended
|
|||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
||||
|
Cash provided by (used for):
|
|
|
||||
|
Operating activities
|
$
|
(51
|
)
|
$
|
(47
|
)
|
|
Investing activities
|
$
|
(1,657
|
)
|
$
|
(390
|
)
|
|
Financing activities
|
$
|
(10,661
|
)
|
$
|
(3,602
|
)
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
$
|
48
|
|
$
|
(171
|
)
|
|
Cash, cash equivalents and restricted cash reclassified as discontinued operations
|
$
|
—
|
|
$
|
7,961
|
|
|
Net Working Capital
1
|
June 30, 2019
|
Dec 31, 2018
|
||||
|
In millions (except ratio)
|
||||||
|
Current assets
|
$
|
10,623
|
|
$
|
16,380
|
|
|
Current liabilities
|
6,457
|
|
3,878
|
|
||
|
Net working capital
|
$
|
4,166
|
|
$
|
12,502
|
|
|
Current ratio
|
1.65:1
|
|
4.22:1
|
|
||
|
Reconciliation of "Cash From Operating Activities" to Free Cash Flow (non-GAAP)
|
Six Months Ended
|
|||||
|
In millions
|
June 30, 2019
|
June 30, 2018
|
||||
|
Cash from operating activities (GAAP)
|
$
|
(51
|
)
|
$
|
(47
|
)
|
|
Capital expenditures
|
(1,800
|
)
|
(1,586
|
)
|
||
|
Free cash flow (non-GAAP)
|
$
|
(1,851
|
)
|
$
|
(1,633
|
)
|
|
|
|
Payments Due In
|
|||||||||||||
|
In millions
|
Total at June 30, 2019
|
Remainder of 2019
|
2020-2021
|
2022-2023
|
2024 and
beyond
|
||||||||||
|
Long-term debt obligations
1,2
|
$
|
15,713
|
|
$
|
3
|
|
$
|
2,009
|
|
$
|
5,801
|
|
$
|
7,900
|
|
|
Expected cash requirements for interest
3
|
7,640
|
|
345
|
|
1,306
|
|
1,062
|
|
4,927
|
|
|||||
|
Finance lease obligations
|
4
|
|
1
|
|
2
|
|
—
|
|
1
|
|
|||||
|
Operating leases
|
612
|
|
92
|
|
221
|
|
120
|
|
179
|
|
|||||
|
Pension and other post employment benefits
|
1,184
|
|
237
|
|
138
|
|
123
|
|
686
|
|
|||||
|
Purchase obligations
4
|
647
|
|
108
|
|
312
|
|
179
|
|
48
|
|
|||||
|
Other liabilities
5
|
178
|
|
27
|
|
73
|
|
24
|
|
54
|
|
|||||
|
Total contractual obligations
|
$
|
25,978
|
|
$
|
813
|
|
$
|
4,061
|
|
$
|
7,309
|
|
$
|
13,795
|
|
|
1.
|
Included in the interim Consolidated Financial Statements.
|
|
2.
|
Excludes unamortized debt fees of
$103 million
.
|
|
3.
|
Cash requirement for interest on long-term debt was calculated using current interest rates at June 30, 2019 and includes
$383 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.
|
|
|
Fair Value
Asset/(Liability)
|
Fair Value
Sensitivity
|
||||
|
In millions
|
June 30, 2019
|
June 30, 2019
|
||||
|
Foreign currency contracts
|
$
|
7
|
|
$
|
(285
|
)
|
|
•
|
difficulties and costs associated with complying with a wide variety of complex, and often conflicting, laws, treaties and regulations, including antitrust regulations;
|
|
•
|
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;
|
|
•
|
exchange control regulations;
|
|
•
|
fluctuations in foreign exchange rates;
|
|
•
|
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;
|
|
•
|
government mandated price controls;
|
|
•
|
foreign investment laws;
|
|
•
|
potential for changes in global trade policies, including import, export and other trade restrictions (such as sanctions and embargoes) and tariffs;
|
|
•
|
trends such as populism, economic nationalism and negative sentiment toward multinational companies, as well as government takeover or nationalization of businesses; and
|
|
•
|
instability and uncertainty arising from the global geopolitical environment and the evolving international and domestic political, regulatory and economic landscape.
|
|
•
|
correctly identify customer needs and preferences and predict future needs and preferences;
|
|
•
|
allocate the Company’s research & development funding to products and services with higher growth prospects;
|
|
•
|
anticipate and respond to the Company’s competitors’ development of new products and services and technological innovations;
|
|
•
|
differentiate the Company’s offerings from the Company’s competitors’ offerings and avoid commoditization;
|
|
•
|
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;
|
|
•
|
obtain adequate intellectual property rights with respect to key technologies before the Company’s competitors do;
|
|
•
|
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;
|
|
•
|
obtain necessary regulatory approvals of appropriate scope; and
|
|
•
|
stimulate customer demand for, and convince customers, to adopt new technologies.
|
|
Issuer Purchases of Equity Securities
|
|
Total number of shares purchased as part of the Company's publicly announced share repurchase program
1
|
Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share
repurchase program
1
(In millions)
|
|||||||
|
Period
|
Total number of shares purchased
|
Average price paid per share
|
||||||||
|
April 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
May 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
June 2019
|
1,371,450
|
|
$
|
74.18
|
|
1,371,450
|
|
$
|
1,898
|
|
|
Second quarter 2019
|
1,371,450
|
|
$
|
74.18
|
|
1,371,450
|
|
$
|
1,898
|
|
|
1.
|
On June 1, 2019, the Company announced a new $2 billion share buyback program, which expires on June 1, 2021.
|
|
|
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
**
|
|
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.
|
|
|
10.2
**
|
|
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.
|
|
|
10.3
**
|
|
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.
|
|
|
10.4
**
|
|
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.
|
|
|
10.5
*
|
|
DuPont Management Deferred Compensation Plan, effective June 1, 2019.
|
|
|
10.6
*
|
|
DuPont Stock Accumulation and Deferred Compensation Plan for Directors, effective June 1, 2019.
|
|
|
10.7
*
|
|
DuPont Deferred Variable Compensation Plan, effective June 1, 2019.
|
|
|
10.8
*
|
|
DuPont Retirement Savings Restoration Plan, effective June 1, 2019.
|
|
|
10.9
*
|
|
DuPont Pension Restoration Plan, effective June 1, 2019.
|
|
|
10.10
*
|
|
DuPont Omnibus Incentive Plan effective June 1, 2019.
|
|
|
10.11
*
|
|
Amended and Restated Employment Agreement by and between DuPont de Nemours, Inc. and Edward D. Breen, dated as of June 1, 2019.
|
|
|
18.1
*
|
|
Preferability Letter of PricewaterhouseCoopers LLP, independent registered public accounting firm.
|
|
|
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.
|
|
By:
|
/s/ MICHAEL G. GOSS
|
|
|
|
|
Name:
|
Michael G. Goss
|
|
|
|
|
Title:
|
Vice President and Controller
|
|
|
|
|
City:
|
Wilmington
|
|
|
|
|
State:
|
Delaware
|
|
|
|
1 Year Dowdupont Inc. Chart |
1 Month Dowdupont Inc. Chart |
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