UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2018~~2019



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-815

E. I. du Pont de Nemours and Company

(Exact Name of Registrant as Specified in Its Charter)



Delaware		51-0014090
(State or other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

974 Centre Road, Wilmington, Delaware 19805

(Address of Principal Executive Offices)

(302) 774-1000

(Registrant’s Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files.) Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer x Accelerated Filer o Non-Accelerated Filer ox Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x

~~The~~Securities ~~Registrant~~registered ~~had~~pursuant ~~100~~to ~~shares~~Section of12(b) ~~common stock, $0.30 par value, outstanding at September 30, 2018, all~~ of ~~which~~the ~~are held by DowDuPont Inc.~~Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
$3.50 Series Preferred Stock	DDPrA	New York Stock Exchange
$4.50 Series Preferred Stock	DDPrB	New York Stock Exchange

The Registrant had 100 shares of common stock, $0.30 par value, outstanding at March 31, 2019, all of which are held by DowDuPont Inc.

Table of Contents

E. I. DU PONT DE NEMOURS AND COMPANY

Table of Contents

The terms “Historical DuPont” or the “company” as used herein refer to E. I. du Pont de Nemours and Company and its consolidated subsidiaries, or to E. I. du Pont de Nemours and Company, as the context may indicate.

		Page
Part I	Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Operations	2
	Consolidated Statements of Comprehensive (Loss) Income	4
	Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Balance Sheets	54
	Condensed Consolidated Statements of Cash Flows	65
	Consolidated Statements of Equity	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4533
	Cautionary Statements About Forward-Looking Statements	4533
	Recent Developments	4635
	Note on Financial Presentation	47
	Selected Financial Data	38
	Selected Financial Data	48
	Results of Operations	38
	Results of Operations	49
	Recent Accounting Pronouncements	39
	Recent Accounting Pronouncements	53
	Liquidity & Capital Resources	40
	Liquidity & Capital Resources	53
	Critical Accounting Estimates	43
	Critical Accounting Estimates	55
	Contractual Obligations	43
	Contractual Obligations	57
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 4.	Controls and Procedures	44
Item 4.	Controls and Procedures	57
Part II	Other Information
Item 1.	Legal Proceedings	5845
Item 1A.	Risk Factors	5846
Item 5.	Other Information	5947
Item 6.	Exhibits	5947
Signature		6048
Exhibit Index		6149

Table of Contents

PART I. FINANCIAL INFORMATION


Item 1.	CONSOLIDATED FINANCIAL STATEMENTS

E. I. du Pont de Nemours and Company

Consolidated Statements of Operations (Unaudited)

	Successor						Predecessor
(In millions)	Three Months Ended March 31,
(In millions, except per share amounts)	Three Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the PeriodJuly 1 - August 31, 2017
	2019			2018
Net sales	$	56,~~294~~288		$	16,~~735~~699		$	~~2,991~~
Cost of goods sold	34,~~686~~235			14,~~531~~847			~~1,937~~
Other operating charges							136
Research and development expense	355			382
Research and development expense	367			120			267
Selling, general and administrative expenses	970			959
Selling, general and administrative expenses	823			276			776
Amortization of intangibles	320			315
Amortization of intangibles	307			89
Restructuring and asset related charges - net	55			97
Restructuring and asset related charges - net	182			40			11
Integration and separation costs	405			255
Integration and separation costs	344			71
Sundry income - net	157			47
Goodwill impairment charge	4,503			—			—
Interest expense	56			80
Sundry income (expense) - net	52			121			(183		)
Income (loss) from continuing operations before income taxes	49			(189		)
Interest expense	82			27			71
(Benefit from) provision for income taxes on continuing operations	(40		)	27
Loss from continuing operations before income taxes	(4,948		)	(298		)	(390		)
Income (loss) from continuing operations after income taxes	89			(216		)
Provision for (benefit from) income taxes on continuing operations	12			(23		)	(132		)
Loss from discontinued operations after income taxes	—			(5		)
Loss from continuing operations after income taxes	(4,960		)	(275		)	(258		)
Net income (loss)	89			(221		)
(Loss) income from discontinued operations after income taxes	—			(20		)	29
Net income attributable to noncontrolling interests	4			7
Net loss	(4,960		)	(295		)	(229		)
Net income (loss) attributable to Historical DuPont	$	85		$	(228	)
Net (loss) income attributable to noncontrolling interests	—			(2		)	5
Net loss attributable to DuPont	$	(4,960	)	$	(293	)	$	(234	)
Basic (loss) earnings per share of common stock:
Basic loss per share of common stock from continuing operations							$	(0.30	)
Basic earnings per share of common stock from discontinued operations							0.03
Basic loss per share of common stock							$	(0.27	)
Diluted (loss) earnings per share of common stock:
Diluted loss per share of common stock from continuing operations							$	(0.30	)
Diluted earnings per share of common stock from discontinued operations							0.03
Diluted loss per share of common stock							$	(0.27	)
Dividends declared per share of common stock							$	0.38

See Notes to the Consolidated Financial Statements beginning on page 8.

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E. I. du Pont de Nemours and Company

Consolidated Statements of ~~Operations~~Comprehensive Income (Unaudited)

	Successor						Predecessor
(In millions)	Three Months Ended March 31,
(In millions, except per share amounts)	Nine Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the Period January 1 - August 31, 2017
	2019			2018
Net sales	$	20,538		$	1,735		$	17,281
Net income (loss)	$	89		$	(221	)
Cost of goods sold	14,202			1,531			10,052
Other comprehensive (loss) income - net of tax:
Other operating charges							504
Cumulative translation adjustments	(68		)	957
Research and development expense	1,145			120			1,022
Adjustments to pension benefit plans	(6		)	4
Selling, general and administrative expenses	2,964			276			3,222
Derivative instruments	1			11
Amortization of intangibles	955			89
Total other comprehensive (loss) income	(73		)	972
Restructuring and asset related charges - net	370			40			323
Comprehensive income	16			751
Integration and separation costs	926			71
Comprehensive income attributable to noncontrolling interests - net of tax	4			7
Goodwill impairment charge	4,503			—			—
Comprehensive income attributable to Historical DuPont	$	12		$	744
Sundry income (expense) - net	293			121			(113		)
Interest expense	248			27			254
(Loss) income from continuing operations before income taxes	(4,482		)	(298		)	1,791
Provision for (benefit from) income taxes on continuing operations	180			(23		)	149
(Loss) income from continuing operations after income taxes	(4,662		)	(275		)	1,642
(Loss) income from discontinued operations after income taxes	(5		)	(20		)	119
Net (loss) income	(4,667		)	(295		)	1,761
Net income (loss) attributable to noncontrolling interests	8			(2		)	20
Net (loss) income attributable to DuPont	$	(4,675	)	$	(293	)	$	1,741
Basic earnings per share of common stock:
Basic earnings per share of common stock from continuing operations							$	1.86
Basic earnings per share of common stock from discontinued operations							0.13
Basic earnings per share of common stock							$	2.00
Diluted earnings per share of common stock:
Diluted earnings per share of common stock from continuing operations							$	1.85
Diluted earnings per share of common stock from discontinued operations							0.13
Diluted earnings per share of common stock							$	1.99
Dividends declared per share of common stock							$	1.14

See Notes to the Consolidated Financial Statements beginning on page 8.

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E. I. du Pont de Nemours and Company

Condensed Consolidated ~~Statements~~Balance ofSheets ~~Comprehensive~~ (~~Loss) Income (~~Unaudited)

	Successor						Predecessor
(In millions, except share amounts)	March 31, 2019			December 31, 2018
(In millions)	Three Months EndedSeptember 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the PeriodJuly 1 - August 31, 2017
Assets
Net loss	$	(4,960	)	$	(295	)	$	(229	)
Current assets
Other comprehensive (loss) income - net of tax:
Cash and cash equivalents	$	3,796		$	4,466
Cumulative translation adjustments	(76		)	(572		)	389
Marketable securities	18			34
Adjustments to pension benefit plans	4			—			50
Accounts and notes receivable - net	6,768			5,534
Adjustments to other benefit plans	—			—			3
Inventories	7,147			7,407
Derivative instruments	(3		)	—			1
Other current assets	1,515			1,165
Total other comprehensive (loss) income	(75		)	(572		)	443
Total current assets	19,244			18,606
Comprehensive (loss) income	(5,035		)	(867		)	214
Investment in nonconsolidated affiliates	1,366			1,381
Comprehensive (loss) income attributable to noncontrolling interests - net of tax	—			(2		)	5
Property, plant and equipment - net of accumulated depreciation (March 31, 2019 - $2,111; December 31, 2018 - $1,720)	12,083			12,186
Comprehensive (loss) income attributable to DuPont	$	(5,035	)	$	(865	)	$	209
Goodwill	40,638			40,686
Other intangible assets	25,724			26,053
Deferred income taxes	306			303
Other assets	2,476			1,810
Total Assets	$	101,837		$	101,025
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations	$	3,205		$	2,160
Accounts payable	4,200			4,982
Income taxes payable	137			66
Accrued and other current liabilities	4,400			4,233
Total current liabilities	11,942			11,441
Long-Term Debt	6,320			5,812
Other Noncurrent Liabilities
Deferred income tax liabilities	5,164			5,381
Pension and other post employment benefits - noncurrent	6,524			6,683
Other noncurrent obligations	2,052			1,620
Total noncurrent liabilities	20,060			19,496
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at March 31, 2019 and December 31, 2018:
$4.50 Series – 1,673,000 shares (callable at $120)	169			169
$3.50 Series – 700,000 shares (callable at $102)	70			70
Common stock, $0.30 par value; 1,800,000,000 shares authorized; issued at March 31, 2019 and December 31, 2018 - 100	—			—
Additional paid-in capital	79,843			79,790
Accumulated deficit	(7,906		)	(7,669		)
Accumulated other comprehensive loss	(2,576		)	(2,503		)
Total Historical DuPont stockholders’ equity	69,600			69,857
Noncontrolling interests	235			231
Total equity	69,835			70,088
Total Liabilities and Equity	$	101,837		$	101,025

	Successor						Predecessor
(In millions)	Nine Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the Period January 1 - August 31, 2017
Net (loss) income	$	(4,667	)	$	(295	)	$	1,761
Other comprehensive (loss) income - net of tax:
Cumulative translation adjustments	(1,042		)	(572		)	1,042
Adjustments to pension benefit plans	11			—			247
Adjustments to other benefit plans	—			—			10
Derivative instruments	(8		)	—			(10		)
Total other comprehensive (loss) income	(1,039		)	(572		)	1,289
Comprehensive (loss) income	(5,706		)	(867		)	3,050
Comprehensive income (loss) attributable to noncontrolling interests - net of tax	8			(2		)	20
Comprehensive (loss) income attributable to DuPont	$	(5,714	)	$	(865	)	$	3,030

See Notes to the Consolidated Financial Statements beginning on page 8.

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E. I. du Pont de Nemours and Company

Condensed Consolidated ~~Balance~~Statements ~~Sheets~~of Cash Flows (Unaudited)

(In millions, except share amounts)	September 30, 2018			December 31, 2017
(In millions)	Three Months Ended March 31,
Assets
	2019			2018
Current assets
Operating activities
Cash and cash equivalents	$	3,536		$	7,250
Net income (loss)	$	89		$	(221	)
Marketable securities	264			952
Adjustments to reconcile net income (loss) to cash used for operating activities:
Accounts and notes receivable - net	7,079			5,239
Depreciation and amortization	678			647
Inventories	6,852			8,633
(Benefit from) provision for deferred income tax	(233		)	35
Other current assets	1,188			981
Net periodic pension benefit	(70		)	(79		)
Total current assets	18,919			23,055
Pension contributions	(50		)	(70		)
Investment in nonconsolidated affiliates	1,416			1,595
Net gain on sales of property, businesses, consolidated companies, and investments	(55		)	(2		)
Property, plant and equipment - net of accumulated depreciation (September 30, 2018 - $1,367; December 31, 2017 - $443)	11,832			12,435
Restructuring and asset related charges - net	55			97
Goodwill	40,988			45,589
Amortization of inventory step-up	205			703
Other intangible assets	26,454			27,726
Other net loss	72			258
Deferred income taxes	276			480
Changes in operating assets and liabilities - net	(2,113		)	(3,343		)
Other assets	1,839			2,084
Cash used for operating activities	(1,422		)	(1,975		)
Total Assets	$	101,724		$	112,964
Investing activities
Liabilities and Equity
Capital expenditures	(625		)	(355		)
Current liabilities
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested	100			18
Short-term borrowings and capital lease obligations	$	4,360		$	2,779
Purchases of investments	(16		)	(201		)
Accounts payable	4,208			4,831
Proceeds from sales and maturities of investments	32			922
Income taxes payable	88			149
Other investing activities - net	(5		)	(2		)
Accrued and other current liabilities	2,612			4,384
Cash (used for) provided by investing activities	(514		)	382
Total current liabilities	11,268			12,143
Financing activities
Long-Term Debt	10,208			10,291
Change in short-term (less than 90 days) borrowings	815			(97		)
Other Noncurrent Liabilities
Proceeds from issuance of long-term debt	1,000			253
Deferred income tax liabilities	5,456			5,836
Payments on long-term debt	(283		)	(31		)
Pension and other post employment benefits - noncurrent	6,151			7,787
Proceeds from exercise of stock options	35			45
Other noncurrent obligations	1,667			1,975
Dividends paid to stockholders	(2		)	(2		)
Total noncurrent liabilities	23,482			25,889
Distributions to DowDuPont	(317		)	(830		)
Commitments and contingent liabilities
Other financing activities	(22		)	(32		)
Stockholders’ equity
Cash provided by (used for) financing activities	1,226			(694		)
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at September 30, 2018 and December 31, 2017:
Effect of exchange rate changes on cash, cash equivalents and restricted cash	20			108
$4.50 Series – 1,673,000 shares (callable at $120)	169			169
Decrease in cash, cash equivalents and restricted cash	(690		)	(2,179		)
$3.50 Series – 700,000 shares (callable at $102)	70			70
Cash, cash equivalents and restricted cash at beginning of period	4,966			7,808
Common stock, $0.30 par value; 1,800,000,000 shares authorized; issued at September 30, 2018 and December 31, 2017 - 100	—			—
Cash, cash equivalents and restricted cash at end of period	$	4,276		$	5,629
Additional paid-in capital	74,909			74,727
(Accumulated deficit) retained earnings	(6,988		)	175
Accumulated other comprehensive loss	(1,420		)	(381		)
Total DuPont stockholders’ equity	66,740			74,760
Noncontrolling interests	234			172
Total equity	66,974			74,932
Total Liabilities and Equity	$	101,724		$	112,964

See Notes to the Consolidated Financial Statements beginning on page 8.

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E. I. du Pont de Nemours and Company

~~Condensed~~ Consolidated Statements of ~~Cash~~Equity ~~Flows~~ (Unaudited)

	Successor						Predecessor
(In millions)	Preferred Stock			Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comp Inc (Loss)			Non-controlling Interests		Total Equity
(In millions)	Nine Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the Period January 1 - August 31, 2017
Balance at January 1, 2018	$	239		$	74,727		$	175		$	(381	)	$	172	$	74,932
Operating activities
Net income	—			—			(228		)	—			7		(221		)
Net (loss) income	$	(4,667	)	$	(295	)	$	1,761
Other comprehensive income	—			—			—			972			—		972
Adjustments to reconcile net (loss) income to cash used for operating activities:
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)	—			—			(2		)	—			—		(2		)
Depreciation and amortization	1,948			200			749
Distributions to DowDuPont	—			—			(831		)	—			—		(831		)
Provision for deferred income tax	119			211
Issuance of DowDuPont stock	—			45			—			—			—		45
Net periodic pension (benefit) cost	(242		)	(28		)	295
Stock-based compensation	—			11			—			—			—		11
Pension contributions	(1,266		)	(19		)	(3,024		)
Other	—			—			5			—			55		60
Net gain on sales of property, businesses, consolidated companies, and investments	(11		)	(1		)	(204		)
Balance at March 31, 2018	$	239		$	74,783		$	(881	)	$	591		$	234	$	74,966
Restructuring and asset related charges - net	370			40
Asset related charges							279
Amortization of inventory step-up	1,494			429
Goodwill impairment charge	4,503			—			—
Other net loss (gain)	306			(61		)	481
Changes in operating assets and liabilities - net	(5,115		)	(786		)	(4,286		)
Cash used for operating activities	(2,561		)	(310		)	(3,949		)
Investing activities
Capital expenditures	(911		)	(92		)	(687		)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested	54			1			300
Acquisitions of businesses - net of cash acquired	—			3			(246		)
Investments in and loans to nonconsolidated affiliates	—			—			(22		)
Purchases of investments	(1,235		)	(26		)	(5,457		)
Proceeds from sales and maturities of investments	1,930			1,049			3,977
Foreign currency exchange contract settlements							(206		)
Other investing activities - net	(4		)	—			(41		)
Cash (used for) provided by investing activities	(166		)	935			(2,382		)
Financing activities
Change in short-term (less than 90 days) borrowings	2,381			588			3,610
Proceeds from issuance of long-term debt	756			—			2,734
Payments on long-term debt	(1,534		)	(41		)	(229		)
Proceeds from exercise of stock options	81			11			235
Dividends paid to stockholders	(7		)	(326		)	(666		)
Distributions to DowDuPont	(2,481		)	—
Other financing activities	(48		)	(2		)	(52		)
Cash (used for) provided by financing activities	(852		)	230			5,632
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(187		)	(69		)	187
Change in cash classified as held for sale	—			(37		)	(31		)
(Decrease) increase in cash, cash equivalents and restricted cash	(3,766		)	749			(543		)
Cash, cash equivalents and restricted cash at beginning of period	7,808			4,005			4,548
Cash, cash equivalents and restricted cash at end of period	$	4,042		$	4,754		$	4,005



(In millions)	Preferred Stock		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comp Loss			Non-controlling Interests		Total Equity
Balance at January 1, 2019	$	239	$	79,790	$	(7,669	)	$	(2,503	)	$	231	$	70,088
Net income	—		—		85			—			4		89
Other comprehensive loss	—		—		—			(73		)	—		(73		)
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)	—		—		(2		)	—			—		(2		)
Distributions to DowDuPont	—		—		(317		)	—			—		(317		)
Issuance of DowDuPont stock	—		35		—			—			—		35
Stock-based compensation	—		18		—			—			—		18
Other	—		—		(3		)	—			—		(3		)
Balance at March 31, 2019	$	239	$	79,843	$	(7,906	)	$	(2,576	)	$	235	$	69,835

See Notes to the Consolidated Financial Statements beginning on page 8.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



	E.I. du Pont de Nemours and Company
	Notes to the Consolidated Financial Statements (Unaudited)

Table of Contents

Note		Page
1	Summary of Significant Accounting Policies	8
2	Recent Accounting Guidance	109
3	~~Business~~Divestitures ~~Combinations~~and Other Transactions	1410
4	~~Divestitures and Other Transactions~~Revenue	1711
5	~~Revenue~~Restructuring and Asset Related Charges - Net	1912
6	~~Restructuring and Asset~~ Related ~~Charges - Net~~Parties	2114
7	~~Related~~Supplementary ~~Parties~~Information	2215
8	~~Supplementary~~Income ~~Information~~Taxes	2316
9	~~Income Taxes~~Inventories	2517
10	~~Earnings~~Other ~~Per~~Intangible ~~Share of Common Stock~~Assets	2717
11	~~Inventories~~Leases	2718
12	~~Goodwill~~Short-Term Borrowings, Long-Term Debt and ~~Other~~Available ~~Intangible~~Credit ~~Assets~~Facilities	2820
13	~~Short-Term~~Commitments ~~Borrowings, Long-Term Debt~~ and ~~Available~~Contingent ~~Credit Facilities~~Liabilities	3020
14	~~Commitments~~Stockholders' ~~and Contingent Liabilities~~Equity	3024
15	~~Stockholders'~~Pension ~~Equity~~Plans and Other Post Employment Benefits	3425
16	~~Pension~~Financial ~~Plans and Other Post Employment Benefits~~Instruments	3725
17	~~Financial~~Fair ~~Instruments~~Value Measurements	3829
18	~~Fair~~Subsequent ~~Value Measurements~~Events	4330

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Results for interim periods should not be considered indicative of results for a full year. These interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018, collectively referred to as the “~~2017~~2018 Annual Report.” The interim Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained.

Principles of Consolidation and Basis of Presentation

DowDuPont Inc. ("DowDuPont") was formed on December 9, 2015 to effect an all-stock, merger of equals strategic combination between The Dow Chemical Company ("Historical Dow") and Historical DuPont (the "Merger Transaction"). On August 31, 2017 at 11:59 pm ET, (the "Merger Effectiveness Time") pursuant to the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 (the "Merger Agreement"), Historical Dow and Historical DuPont each merged with wholly owned subsidiaries of DowDuPont ("Mergers") and, as a result of the Mergers, Historical Dow and Historical DuPont became subsidiaries of DowDuPont (collectively, the "Merger"). Prior to the Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the Merger Agreement. DowDuPont intends to pursue, subject to certain customary conditions, including, among others, the effectiveness of registration statements filed with the U.S. Securities and Exchange Commission ("SEC") and approval by the Board of Directors of DowDuPont, the separation of the combined company's agriculture business, specialty products business and materials science business through a series of tax-efficient transactions (collectively, the "Intended Business Separations" and the transactions to accomplish the Intended Business Separations, the "separations").

~~For~~On ~~purposes~~February of26, ~~DowDuPont's financial statement presentation~~2018, ~~Dow~~DowDuPont ~~was~~announced ~~determined to be~~ the ~~accounting~~corporate ~~acquirer~~brand innames ~~the~~that ~~Merger~~each ~~and~~company ~~DuPont's~~plans ~~assets and liabilities are reflected at fair value as of the Merger Effectiveness Time. In connection with the Merger and the related accounting determination, DuPont has elected~~ to ~~apply~~assume ~~push-down~~once ~~accounting and reflect in its financial statements~~ the ~~fair~~Intended ~~value~~Business ofSeparations ~~its assets and liabilities~~occur. ~~DuPont's~~Materials ~~interim~~science ~~Consolidated~~is ~~Financial~~called ~~Statements~~Dow, ~~for~~agriculture ~~periods~~will ~~following~~be ~~the~~called ~~close~~CortevaTM ofAgriscience, ~~the Merger are labeled “Successor”~~ and ~~reflect~~specialty ~~DowDuPont’s~~products ~~basis~~will inbe ~~the~~called ~~fair values of the assets and liabilities of~~ DuPont. All periods prior to the closing of the Merger reflect the historical accounting basis in DuPont's assets and liabilities and are labeled “Predecessor.” The interim Consolidated Financial Statements and footnotes include a black line division between the columns titled "Predecessor" and "Successor" to signify that the amounts shown for the periods prior to and following the Merger are not comparable. See Note 3 for additional information on the Merger.

~~Transactions~~Effective ~~between~~as ~~DuPont~~of 5:00 pm ET on April 1, 2019, DowDuPont completed the previously announced separation of its materials science business into a separate and independent public company by way of a distribution of Dow Inc. (“Dow”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow’s common stock, par value $0.01 per share (the “Dow Common Stock”), to holders of DowDuPont's common stock, par value $0.01 per share (the “DowDuPont Common Stock”), as of the close of business on March 21, 2019 (the “Dow Distribution”). DowDuPont expects to complete the previously announced intended separation of its agriculture business into a separate and ~~their~~independent ~~affiliates~~public company on June 1, 2019 by way of a distribution of Corteva, Inc., a Delaware corporation and ~~other~~wholly-owned ~~associated~~subsidiary ~~companies~~of ~~are~~DowDuPont ~~reflected~~(“Corteva”), through a pro rata dividend in-kind of all of the ~~Successor~~then-issued ~~consolidated~~and ~~financial~~outstanding ~~statements~~shares ~~and~~of ~~disclosed~~Corteva’s common stock, par value $0.01 per share, to holders of DowDuPont Common Stock as ~~related~~of ~~party~~a ~~transactions~~record ~~when~~date ~~material.~~to ~~Related~~be ~~party~~set ~~transactions~~by DowDuPont’s Board of Directors (the “Corteva Distribution” and, together with the Dow ~~and~~Distribution, ~~DowDuPont~~the ~~are~~“Distributions”). ~~included~~Refer into ~~Note~~Notes 73 and 18 for additional information.

AsTransactions abetween ~~condition~~Historical ofDuPont ~~the~~and ~~regulatory approval for the Merger Transaction~~DowDuPont, ~~the~~Historical ~~company~~Dow ~~was~~and ~~required~~their toaffiliates ~~divest certain assets related to its crop protection business~~ and ~~research~~other ~~and~~associated ~~development~~companies ~~("R&D")~~are ~~organization,~~reflected ~~specifically~~in the ~~company’s~~Consolidated ~~Cereal~~Financial ~~Broadleaf~~Statements ~~Herbicides~~ and ~~Chewing~~disclosed ~~Insecticides portfolios, including Rynaxypyr®, Cyazypyr® and Indoxacarb~~ as ~~well~~related asparty ~~the~~transactions ~~crop~~when ~~protection R&D pipeline and organization, excluding seed treatment, nematicides, and late-stage R&D programs~~material. OnRelated ~~March~~party ~~31,~~transactions ~~2017, the company entered into a definitive agreement (the "FMC Transaction Agreement")~~ with ~~FMC~~Historical ~~Corporation~~Dow ~~("FMC"). Under the FMC Transaction Agreement, FMC would acquire the crop protection business~~ and ~~R&D~~DowDuPont ~~assets~~are ~~that~~included ~~DuPont was required to divest~~ in ~~order~~Note to obtain European Commission ("EC") approval of the Merger Transaction as described above, (the "Divested Ag Business") and DuPont agreed to acquire certain assets relating to FMC’s Health and Nutrition segment, excluding its Omega-3 products (the "H&N Business") (collectively, the "FMC Transactions")6.

OnAs ~~November~~a 1,condition ~~2017,~~of the ~~company~~regulatory ~~completed~~approval for the ~~FMC~~Merger ~~Transactions~~Transaction, ~~through~~ the ~~disposition~~company ofwas ~~the~~required ~~Divested~~to Agdivest ~~Business~~certain ~~and~~assets ~~the~~related ~~acquisition~~to ofits ~~the~~crop ~~H&N~~protection ~~Business.~~business ~~The~~and ~~sale~~research ofand ~~the~~development ~~Divested~~("R&D") Agorganization, ~~Business~~specifically ~~meets~~ the ~~criteria~~company’s ~~for~~Cereal ~~discontinued~~Broadleaf ~~operations~~Herbicides and asChewing ~~such~~Insecticides portfolios, ~~results~~including ofRynaxypyr®, ~~operations~~Cyazypyr® and ~~are~~Indoxacarb ~~presented~~ as ~~discontinued~~well ~~operations~~as ~~and~~the ~~have~~crop ~~been~~protection ~~excluded~~R&D ~~from~~pipeline ~~continuing~~and ~~operations~~organization, ~~for~~excluding ~~all~~seed ~~periods~~treatment, ~~presented. The~~nematicides, ~~sum~~and oflate-stage ~~the~~R&D ~~individual~~programs. ~~earnings~~On ~~per~~March ~~share~~31, ~~amounts~~2017, ~~from~~the ~~continuing~~company ~~operations~~entered ~~and~~into ~~discontinued~~a ~~operations~~definitive ~~may~~agreement ~~not~~(the ~~equal~~"FMC ~~the~~Transaction ~~total~~Agreement") ~~company~~with ~~earnings~~FMC ~~per~~Corporation ~~share~~("FMC"). ~~amounts~~Under ~~due~~the toFMC ~~rounding. The~~Transaction ~~comprehensive~~Agreement, ~~income~~FMC ~~and~~would ~~cash~~acquire ~~flows~~the ~~related~~crop toprotection ~~the~~business ~~Divested~~and AgR&D ~~Business~~assets ~~have~~that ~~not~~Historical ~~been~~DuPont ~~segregated~~was ~~and~~required ~~are~~to ~~included~~divest in ~~the~~order ~~interim~~to ~~Consolidated~~obtain ~~Statements~~European ofCommission ~~Comprehensive~~ (~~Loss~~"EC") ~~Income~~approval ~~and~~of ~~interim~~the ~~Condensed~~Merger ~~Consolidated~~Transaction ~~Statements~~as ofdescribed ~~Cash Flows~~above, ~~respectively, for all periods presented. Amounts related to~~ (the "Divested Ag Business") ~~are~~and ~~consistently~~Historical ~~included~~DuPont oragreed ~~excluded~~to ~~from~~acquire ~~the~~certain ~~Notes~~assets relating to ~~the~~FMC’s ~~interim~~Health ~~Consolidated~~and ~~Financial~~Nutrition ~~Statements~~segment, ~~based~~excluding onits ~~the~~Omega-3 ~~respective~~products ~~financial~~(the ~~statement~~"H&N ~~line~~Business") ~~item. See~~(collectively, ~~Note~~the 4"FMC ~~for additional information~~Transactions").

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~Certain~~On ~~reclassifications~~November of1, ~~prior~~2017, ~~year's~~the ~~data~~company ~~have~~completed ~~been~~the ~~made~~FMC toTransactions ~~conform~~through tothe ~~current~~disposition ~~year's~~of ~~presentation~~the Divested Ag Business and the acquisition of the H&N Business. AsThe ~~described~~sale inof ~~Note~~the 2,Divested ~~effective~~Ag ~~January~~Business 1,meets ~~2018~~the criteria for discontinued operations and as such, ~~the~~results ~~company~~of ~~adopted~~operations ~~Financial~~are ~~Accounting~~presented ~~Standards~~as ~~Board~~discontinued ~~("FASB")~~operations ~~Accounting~~and ~~Standards~~have ~~Update~~been ~~("ASU")~~excluded ~~No.~~from ~~2017-07,~~continuing ~~Compensation~~operations -for ~~Retirement~~the ~~Benefits~~three ~~(Topic~~months ~~715)~~ended March 31, ~~Improving~~2018. The comprehensive income and cash flows related to the ~~Presentation~~Divested ofAg ~~Net~~Business ~~Periodic~~have ~~Pension~~not ~~Cost~~been segregated and ~~Net~~are ~~Periodic~~included ~~Postretirement~~in ~~Benefit~~the ~~Cost.~~interim InConsolidated ~~conjunction~~Statements ~~with~~of ~~the~~Comprehensive ~~adoption~~Income and interim Condensed Consolidated Statements of ~~this~~Cash ~~ASU~~Flows, respectively, for the ~~company~~three ~~retrospectively~~months ~~reclassified~~ended March 31, 2018. Amounts related to the ~~non-service~~Divested ~~components~~Ag ofBusiness ~~net~~are ~~periodic~~consistently ~~benefit~~included ~~cost~~or inexcluded from the Notes to the interim Consolidated Financial Statements ofbased ~~Operations~~on the respective financial statement line item. See Note 23 for ~~more~~additional information.

Significant Accounting Policies

The company has updated its ~~revenue~~leasing ~~recognition~~ policy since the issuance of its ~~2017~~2018 Annual Report as a result of the adoption of ASU No. ~~2014~~2016-0902, ~~Revenue~~Leases ~~from Contracts with Customers~~ (Topic ~~606~~842) in the first quarter ~~2018~~2019. See Notes 2 and 511 for additional information. See Note 1, "Summary of Significant Accounting Policies," in the ~~2017~~2018 Annual Report for more information on Historical DuPont's other significant accounting policies.

~~Revenue~~Leases

The company ~~recognizes~~determines ~~revenue~~whether ~~when~~an ~~its~~arrangement ~~customer~~is ~~obtains~~a ~~control~~lease at the inception of ~~promised~~the ~~goods~~arrangement orbased ~~services,~~on inthe anterms ~~amount~~and ~~that~~conditions ~~reflects~~in the ~~consideration~~contract. A ~~which~~contract ~~the~~contains ~~company~~a ~~expects~~lease toif ~~receive~~there inis ~~exchange~~an ~~for~~identified ~~those~~asset ~~goods~~and orthe ~~services.~~company Tohas ~~determine~~the ~~revenue~~right ~~recognition~~to ~~for~~control the ~~arrangements~~asset. Operating ~~that~~lease ~~the~~right-of-use ~~company~~("ROU") ~~determines~~assets are ~~within~~included ~~the~~in ~~scope~~other ofassets ~~Topic~~on ~~606,~~ the company’s ~~performs~~Consolidated ~~the~~Balance ~~following~~Sheets. ~~five~~Operating ~~steps:~~lease ~~(1)~~liabilities ~~identify~~are ~~the~~included ~~contract(s)~~in ~~with~~accrued aand ~~customer,~~other ~~(2)~~current ~~identify~~liabilities ~~the~~and ~~performance~~other noncurrent obligations inon the ~~contract,~~company’s ~~(3)~~Consolidated ~~determine~~Balance ~~the~~Sheets. Finance ~~transaction~~lease ~~price,~~assets ~~(4)~~are ~~allocate~~included ~~the~~in ~~transaction~~property, ~~price~~plant toand ~~the~~equipment ~~performance~~on ~~obligations~~the incompany’s ~~the~~Consolidated ~~contract,~~Balance ~~and~~Sheets. ~~(5)~~Finance ~~recognize~~lease ~~revenue~~liabilities ~~when~~are ~~(or~~included ~~as)~~in ~~the~~short-term ~~entity~~borrowings ~~satisfies~~and afinance ~~performance~~lease ~~obligation.~~obligations ~~See~~and ~~Note~~long-term 5debt ~~for~~on ~~additional~~the ~~information~~company’s onConsolidated ~~revenue~~Balance ~~recognition~~Sheets.

~~Changes~~Operating inlease ~~Accounting~~ROU assets represent the company’s right to use an underlying asset for the lease term and ~~Reporting~~lease liabilities represent the company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the company’s leases do not provide the lessor's implicit rate, the company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The company recognizes lease expense for these leases on a straight-line basis over the lease term.

~~Within~~The company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all asset classes. In the ~~Successor~~Consolidated ~~periods~~Statements of Operations, ~~DuPont~~lease ~~made~~expense for operating lease payments is recognized on a straight-line basis over the ~~following~~lease ~~changes~~term. inFor ~~accounting~~finance ~~and~~leases, ~~reporting~~interest toexpense ~~harmonize~~is ~~its~~recognized ~~accounting~~on the lease liability and ~~reporting~~the ~~with~~ROU ~~DowDuPont.~~asset is amortized over the lease term.

Within the Successor periods of the interim Consolidated Statements of Operations:

• Included royalty income within net sales. In the Predecessor periods, royalty income is included within sundry income (expense) - net.

• Eliminated the other operating charges line item. In the Successor periods, a majority of these costs are included within cost of goods sold. These costs are also included in selling, general and administrative expenses and amortization of intangibles in the Successor periods.

• Presented amortization of intangibles as a separate line item. In the Predecessor periods, amortization is included within selling, general and administrative expenses, other operating charges, and research and development expenses.

• Presented integration and separation costs as a separate line item. In the Predecessor periods, these costs are included within selling, general and administrative expenses.

• Included interest accrued related to unrecognized tax benefits within the provision for income taxes on continuing operations. In the Predecessor periods, interest accrued related to unrecognized tax benefits is included within sundry income (expense) - net.

Within the Successor period of the interim Condensed Consolidated Statements of Cash Flows:

• Included foreign currency exchange contract settlements within cash flows from operating activities, regardless of hedge accounting qualification. In the Predecessor period, DuPont reflected non-qualified hedge programs, specifically forward contracts, options and cash collateral activity, within cash flows from investing activities. In the Predecessor period, DuPont reflected cash flows from qualified hedge programs within the line item to which the program related (i.e., revenue hedge cash flows presented within changes from accounts receivable).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In ~~May~~February ~~2014~~2016, the FASB issued ASU ~~No. 2014~~2016-0902, ~~Revenue~~Leases ~~from Contracts with Customers~~ (Topic ~~606~~842), ~~which~~and ~~was~~associated ~~further~~ASUs ~~updated~~related into ~~March,~~Topic ~~April~~842, ~~May~~which ~~and~~requires ~~December~~organizations ~~2016,~~that aslease ~~well~~assets asto ~~September~~recognize ~~and~~on ~~November~~their ~~2017. The~~balance ~~new~~sheet ~~guidance~~the ~~clarifies~~assets ~~the~~and ~~principles~~liabilities for ~~recognizing~~the ~~revenue~~rights and ~~develops~~obligations acreated ~~common~~by ~~revenue~~those ~~standard for GAAP~~leases. The ~~core~~new ~~principle of the~~ guidance isrequires that ana ~~entity~~lessee ~~should~~ recognize ~~revenue~~assets toand ~~depict~~liabilities ~~the~~for ~~transfer~~leases, ofand ~~promised~~recognition, ~~goods~~presentation orand ~~services~~measurement ~~to customers~~ in anthe ~~amount~~financial ~~that~~statements ~~reflects~~will ~~the~~depend ~~consideration~~on toits ~~which~~classification ~~the~~as ~~entity~~a ~~expects~~finance toor beoperating ~~entitled~~lease. inIn ~~exchange~~addition, ~~for~~the ~~those~~new ~~goods~~guidance ~~and~~requires ~~services. The~~disclosures ~~new~~to ~~standard~~help ~~resulted~~investors inand ~~additional~~other ~~disclosure~~financial ~~requirements~~statement tousers ~~describe~~better understand the ~~nature,~~ amount, timing and uncertainty of ~~revenue and~~ cash flows arising from ~~contracts~~leases. ~~with~~Lessor ~~customers~~accounting remains largely unchanged from previous U. ~~The~~S. ~~standard~~GAAP ~~permits~~but ~~the~~does ~~use~~contain ofsome ~~either~~targeted improvements to align with the ~~retrospective~~new orrevenue ~~modified~~recognition ~~retrospective~~guidance ~~(cumulative-effect)~~issued ~~transition~~in ~~method~~2014 of(Topic ~~adoption~~606).

The company adopted this standard in the first quarter of ~~2018~~2019, ~~and~~which ~~applied~~allows ~~the~~for a modified retrospective transition ~~method~~approach, applying the new standard to ~~contracts~~all ~~not~~leases ~~completed~~existing at the date of initial ~~application~~adoption. ~~Results~~An ~~for~~entity ~~reporting~~may ~~periods~~choose to use either (1) its effective date or (2) the beginning ~~after~~of the earliest comparative period presented in the financial statement as its date of initial application. The company has elected to apply the transition requirements at the January 1, ~~2018~~2019 ~~are~~effective date rather than at the beginning of the earliest comparative period presented. ~~under~~This ~~Topic~~approach ~~606,~~allows ~~while~~for ~~prior~~a cumulative effect adjustment in the period ~~amounts~~of adoption, and prior periods are not ~~adjusted~~restated and continue to be reported in accordance with historic accounting under ~~Topic~~ASC ~~605~~840 (~~Revenue Recognition~~Leases). ~~The~~In addition, the company ~~recognized~~has elected the ~~cumulative~~package ~~effect~~ of ~~applying~~practical expedients permitted under the ~~new~~transition ~~revenue~~guidance within the new standard, aswhich among other things, does not require reassessment of prior conclusions related to contracts containing a lease, lease classification, and initial direct lease costs. As an ~~adjustment~~accounting policy election, the company chose to not apply the ~~opening~~standard ~~balance~~to ofcertain ~~retained~~existing ~~earnings~~land ineasements, ~~the~~excluded ~~beginning~~short-term leases (term of ~~2018.~~12 ~~See~~months ~~Note~~or 5less) from the balance sheet and will account for ~~additional~~nonlease ~~disclosures~~and ~~regarding~~lease ~~the~~components ~~company's~~in ~~contracts~~a ~~with~~contract ~~customers~~as a single component for all asset classes.

~~In accordance with Topic 606, the disclosure of the impact of adoption to the company's Consolidated Balance Sheet was as follows:~~9

(In millions, except per share amounts)	As Reported December 31, 2017		Effect of Adoption of ASU 2014-09			UpdatedJanuary 1, 2018
Current assets
Accounts and notes receivable - net	$	5,239	$	79		$	5,318
Inventories	8,633		(53		)	8,580
Other current assets	981		101			1,082
Deferred income taxes	$	480	$	1		$	481
Liabilities and Equity
Current liabilities
Accounts payable	$	4,831	$	(3	)	$	4,828
Accrued and other current liabilities	4,384		120			4,504
Deferred income tax liabilities	$	5,836	$	3		$	5,839
Retained earnings	$	175	$	8		$	183

The most significant changes as a result of adopting ASU No. 2014-09 relate to the reclassification of the company's return assets and refund liabilities in the agriculture product line on the interim Condensed Consolidated Balance Sheets. Under previous guidance, the company accrued the amount of expected product returns as a reduction of net sales and a reduction of accounts and notes receivable - net, and the value associated with the products expected to be recovered in inventory along with a corresponding reduction in cost of goods sold. Under Topic 606, the company now separately presents the amount of expected product returns as refund liabilities, included in accrued and other current liabilities, and the products expected to be recovered as return assets, included in other current assets in the consolidated balance sheets. The reclassification of return assets and refund liabilities was $61 million and $119 million, respectively, at January 1, 2018.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The ~~effect on the interim Condensed Consolidated Statement of Cash Flows was not material. The~~ following table summarizes the ~~effects~~impact of ~~adopting~~adoption ~~the new accounting standard related~~ to ~~revenue recognition on~~ the company'’s interim Condensed Consolidated Balance Sheet:

	September 30, 2018
(In millions)	As Reported December 31, 2018			Effect of Adoption of ASU 2016-02			UpdatedJanuary 1, 2019
(In millions, except per share amounts)	As Reported			Effect of Change			Balance without Adoption of Topic 606
Assets
Current assets
Property, plant and equipment - net of accumulated depreciation	$	12,186		$	9		$	12,195
Accounts and notes receivable - net	$	7,079		$	(22	)	$	7,057
Other assets	$	1,810		$	758		$	2,568
Inventories	6,852			12			6,864
Other current assets	1,188			(59		)	1,129
Deferred income taxes	$	276		$	(1	)	$	275
Liabilities and Equity
Current liabilities
Accrued and other current liabilities	$	2,612		$	(40	)	$	2,572
Short-term borrowings and finance lease obligations	$	2,160		$	1		$	2,161
Deferred income tax liabilities	$	5,456		$	(8	)	$	5,448
Accrued and other current liabilities	$	4,233		$	234		$	4,467
Accumulated deficit	$	(6,988	)	$	(22	)	$	(7,010	)
Long-Term Debt	$	5,812		$	8		$	5,820
Other noncurrent obligations	$	1,620		$	524		$	2,144

InThe ~~accordance with Topic 606, the impact of~~ adoption ~~to the company’s interim Consolidated Statements~~ of ~~Operations primarily related to~~ the ~~accounting~~new ~~for interest income from its customer financing arrangements in the agriculture product line. Under previous~~ guidance, ~~the~~did ~~company recorded the interest income from these arrangements over the financing period within sundry income (expense) - net. Under Topic 606, the company elected the practical expedient and does~~ not ~~adjust~~have ~~the promised amount of consideration for the effects of~~ a ~~significant~~material ~~financing~~impact component for contracts where payment terms are one year or less. Accordingly, the entire arrangement consideration is recorded in net sales upon satisfaction of the performance obligation. Performance obligations for these arrangements are generally satisfied during the first half of the fiscal year, consistent with the North America growing season. The following tables summarize the effects of adopting the new accounting standard related to revenue recognition on the company's interim Consolidated ~~Statements~~Statement of Operations ~~for~~and ~~the~~had ~~three~~no ~~and~~impact ~~nine~~on ~~months~~the ~~ended~~interim ~~September~~Condensed ~~30,~~Consolidated ~~2018:~~Statement of Cash Flows.

	For the Three Months Ended September 30, 2018 (Successor)
(In millions, except per share amounts)	As Reported			Effect of Change			Balance without Adoption of Topic 606
Net sales	$	5,294		$	(3	)	$	5,291
Sundry income - net	$	52		$	20		$	72
Loss from continuing operations before income taxes	$	(4,948	)	$	17		$	(4,931	)
Provision for income taxes on continuing operations	$	12		$	4		$	16
Loss from continuing operations after income taxes	$	(4,960	)	$	13		$	(4,947	)

NOTE 3 - DIVESTITURES AND OTHER TRANSACTIONS

11The Intended Business Separations

~~Table~~As discussed in the company’s 2018 Annual Report and in Note 1, DowDuPont announced its intent to pursue the separation of ~~Contents~~the combined company's agriculture business, specialty products business and materials science business through a series of tax-efficient transactions. Refer to Note 18 for additional information on the Intended Business Separations and the separations.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	For the Nine Months Ended September 30, 2018 (Successor)
(In millions, except per share amounts)	As Reported			Effect of Change			Balance without Adoption of Topic 606
Net sales	$	20,538		$	(75	)	$	20,463
Sundry income - net	$	293		$	57		$	350
Loss from continuing operations before income taxes	$	(4,482	)	$	(18	)	$	(4,500	)
Provision for income taxes on continuing operations	$	180		$	(4	)	$	176
Loss from continuing operations after income taxes	$	(4,662	)	$	(14	)	$	(4,676	)

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The new guidance makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The new guidance requires adoption on a retrospective basis unless it is impracticable to apply, in which case the company would be required to apply the amendments prospectively as of the earliest date practicable. The company adopted this standard on January 1, 2018 and there was no material impact.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. The new guidance requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset is sold to an outside party. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The new guidance requires adoption on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The company adopted this standard on January 1, 2018 and there was no adjustment to retained earnings.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows, and, as a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The company adopted this standard on January 1, 2018. See the interim Condensed Consolidated Statement of Cash Flows for the new presentation of restricted cash as well as Note 8 for a reconciliation of cash, cash equivalents and restricted cash (included in other current assets) presented on the interim Condensed Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash presented in the interim Condensed Consolidated Statements of Cash Flows.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business. The new guidance narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the "set") is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs, as defined by the ASU. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, and should be applied prospectively. Early adoption is permitted. The company adopted this standard on January 1, 2018 and will apply it prospectively to all applicable transactions after the adoption date.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The new guidance requires registrants to present the service cost component of net periodic benefit cost in the same income statement line item or items as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Registrants will present the other components of net periodic benefit cost separately from the service cost component; and, the line item or items used in the income statement to present the other components of net periodic benefit cost must be disclosed. The new standard must be adopted retrospectively for the presentation of the service cost component and the other components of net periodic benefit cost in the income statement, and prospectively for the capitalization of the service cost component of net periodic benefit cost in assets. The company adopted this guidance on January 1, 2018, and will record the other components of net periodic benefit cost in sundry income (expense) - net. The following tables summarize the reclassification of those costs from cost of goods sold, research and development expense, and selling, general and administrative expenses to sundry income (expense) - net in the interim Consolidated Statements of Operations:

Summary of Changes to the interim Consolidated Statement of Operations	For the Month Ended September 30, 2017 (Successor)
(in millions)	As Reported		Effect of Change		Updated
Cost of goods sold	$	1,511	$	20	$	1,531
Research and development expense	$	116	$	4	$	120
Selling, general and administrative expenses	$	267	$	9	$	276
Sundry income (expense) - net	$	88	$	33	$	121

Summary of Changes to the interim Consolidated Statement of Operations	For the Period July 1 - August 31, 2017 (Predecessor)
(in millions)	As Reported			Effect of Change			Updated
Cost of goods sold	$	1,975		$	(38	)	$	1,937
Research and development expense	$	278		$	(11	)	$	267
Selling, general and administrative expenses	$	798		$	(22	)	$	776
Sundry income (expense) - net	$	(112	)	$	(71	)	$	(183	)

Summary of Changes to the interim Consolidated Statement of Operations	For the Period January 1 - August 31, 2017 (Predecessor)
(in millions)	As Reported		Effect of Change			Updated
Cost of goods sold	$	10,205	$	(153	)	$	10,052
Research and development expense	$	1,064	$	(42	)	$	1,022
Selling, general and administrative expenses	$	3,306	$	(84	)	$	3,222
Sundry income (expense) - net	$	166	$	(279	)	$	(113	)

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. The new guidance expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged items in the financial statements. For cash flow and net investment hedges existing as of the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year in which an entity adopts. Presentation and disclosure guidance is required to be adopted prospectively. The new standard is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted in any interim period. All transition requirements and elections should be applied to hedging relationships existing (that is, hedging relationships in which the hedging instrument has not expired, been sold, terminated, or exercised or the entity has not removed the designation of the hedging relationship) on the date of adoption. The effect of adoption should be reflected as of the beginning of the fiscal year of adoption. The company early adopted the new guidance in the second quarter of 2018, and adoption did not have a material impact on the interim Consolidated Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Accounting Guidance Issued But Not Adopted as of September 30, 2018

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments under the new guidance will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability, other than leases that meet the definition of a short-term lease. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. The new leasing standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The company has a cross-functional team in place to evaluate and implement the new guidance. The team continues to review existing lease arrangements and has engaged a third party to assist with the collection of lease data. The company will elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. The impact of applying other practical expedients and accounting policy elections has been evaluated and the company is in the process of documenting the related considerations and decisions. The company is currently implementing a software solution in connection with the adoption of this ASU; however, this system is still being developed to comply with the new ASU. The company continues to enhance accounting systems and update business processes and controls related to the new guidance for leases. Collectively, these activities are expected to facilitate the company's ability to meet the new accounting and disclosure requirements upon adoption in the first quarter of 2019. The company is working to quantify the impact and anticipates that the adoption of the new standard will result in a material increase in lease-related assets and liabilities in the Consolidated Balance Sheets. The impact to the company’s Consolidated Statements of Operations and Consolidated Statements of Cash Flows is not expected to be material. The company is the lessee under various agreements for facilities and equipment that are currently accounted for as operating leases. A complete discussion of these leases is included in the company's 2017 Annual Report in Note 14, "Commitments and Contingent Liabilities."

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20), Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. This amendment modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include the amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit costs over the next fiscal year and the effects of a one-percentage-point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for postretirement health care benefits. New disclosures include the interest crediting rates for cash balance plans, and an explanation of significant gains and losses related to changes in benefit obligations. The new standard is effective for fiscal years beginning after December 15, 2020, and must be applied retrospectively for all periods presented. Early adoption is permitted. The company is currently evaluating the timing of adoption and the impact this guidance will have on the Consolidated Financial Statements and related disclosures, but does not expect there to be a significant impact.

Note 3 - BUSINESS COMBINATIONS

Merger with Dow

Upon completion of the Merger, (i) each share of common stock, par value $0.30 per share, of the company (the "DuPont Common Stock") was converted into the right to receive 1.2820 fully paid and non-assessable shares of DowDuPont common stock, par value $0.01 per share, ("DowDuPont Common Stock"), in addition to cash in lieu of any fractional shares of DowDuPont Common Stock, and (ii) each share of DuPont Preferred Stock— $4.50 Series and DuPont Preferred Stock— $3.50 Series (collectively "DuPont Preferred Stock") issued and outstanding immediately prior to the Merger Effectiveness Time remains issued and outstanding and was unaffected by the Merger.

As provided in the Merger Agreement, at the Merger Effectiveness Time, all options relating to shares of DuPont Common Stock that were outstanding immediately prior to the effective time of the Merger were generally automatically converted into options relating to shares of DowDuPont Common Stock and all restricted stock units and performance based restricted stock units relating to shares of DuPont Common Stock that were outstanding immediately prior to the effective time of the Mergers were generally automatically converted into restricted stock units relating to shares of DowDuPont Common Stock, in each case, after giving effect to appropriate adjustments to reflect the Mergers and otherwise generally on the same terms and conditions as applied under the applicable plans and award agreements immediately prior to the Merger Effectiveness Time.

Prior to the Merger, shares of DuPont Common Stock were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended and listed on the New York Stock Exchange (the “NYSE”). As a result of the Merger, on August 31, 2017, the company requested that the NYSE withdraw the shares of DuPont Common Stock from listing on the NYSE and filed a Form 25 with the SEC to report that DuPont Common Stock is no longer listed on the NYSE. DuPont continues to have preferred stock outstanding and it remains listed on the NYSE. DowDuPont Common Stock is listed and trades on the NYSE, ticker symbol DWDP.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As a condition of the regulatory approval of the Merger, DuPont was required to divest a portion of its crop protection business, including certain research and development capabilities. See Note 4 for additional information.

Allocation of Purchase Price

Based on an evaluation of the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"), Dow was determined to be the accounting acquirer in the Merger. DowDuPont has applied the acquisition method of accounting with respect to the assets and liabilities of DuPont, which have been measured at fair value as of the date of the Merger. In connection with the Merger and the related accounting determination, DuPont has elected to apply push-down accounting and reflect in its financial statements the fair value of assets and liabilities. Such fair values have been reflected in the Successor periods of the Consolidated Financial Statements.

DuPont's assets and liabilities were measured at estimated fair values as of the Merger Effectiveness Time, primarily using Level 3 inputs. Estimates of fair value represent management's best estimate which require a complex series of judgments about future events and uncertainties. Third-party valuation specialists were engaged to assist in the valuation of these assets and liabilities.

The total fair value of consideration transferred for the Merger was $74,680 million. Total consideration is comprised of the equity value of the DowDuPont shares as of the Merger Effectiveness Time that were issued in exchange for DuPont shares, the cash value for fractional shares, and the portion of DuPont's share awards and share options earned as of the Merger Effectiveness Time.

The following table summarizes the fair value of consideration exchanged as a result of the Merger:

(In millions, except exchange ratio)
DuPont Common Stock outstanding as of the Merger Effectiveness Time	868.3
DuPont exchange ratio	1.2820
DowDuPont Common Stock issued in exchange for DuPont Common Stock	1,113.2
Fair value of DowDuPont Common Stock issued 1	$	74,195
Fair value of DowDuPont equity awards issued in exchange for outstanding DuPont equity awards 2	485
Total consideration	$	74,680

1. Amount was determined based on the price per share of Dow Common Stock of $66.65 on August 31, 2017.

2. Represents the fair value of replacement awards issued for DuPont's equity awards outstanding immediately before the Merger and attributable to the service periods prior to the Merger. The previous DuPont equity awards were converted into the right to receive 1.2820 shares of DowDuPont Common Stock.

The acquisition method of accounting requires, among other things, that identifiable assets acquired and liabilities assumed be recognized on the balance sheet at their respective fair value as of the acquisition date. In determining the fair value, DowDuPont utilized various forms of the income, cost and market approaches depending on the asset or liability being fair valued. The estimation of fair value required significant judgments related to future net cash flows (including net sales, cost of products sold, selling and marketing costs, and working capital/contributory asset charges), discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Inputs were generally determined by taking into account historical data, supplemented by current and anticipated market conditions, and growth rates.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The table below presents the final fair value that was allocated to DuPont's assets and liabilities based upon fair values as determined by DowDuPont. The valuation process to determine the fair values is complete. For the nine months ended September 30, 2018, DowDuPont made measurement period adjustments to reflect facts and circumstances in existence as of the Merger Effectiveness Time. These adjustments primarily included a $392 million increase in goodwill, a $257 million decrease in property, plant, and equipment, and a $150 million decrease in indefinite-lived trademarks and trade names and customer-related assets.

	Final fair value
(In millions)
Fair Value of Assets as of the Merger Effectiveness Time
Cash and cash equivalents	$	4,005
Marketable securities	2,849
Accounts and notes receivable	7,834
Inventories	8,805
Other current assets	420
Investment in nonconsolidated affiliates	1,596
Assets held for sale - current	3,732
Property, plant and equipment	11,684
Goodwill	45,497
Other intangible assets	27,071
Deferred income tax assets	279
Other assets	2,066
Total Assets	$	115,838
Fair Value of Liabilities
Short-term borrowings and capital lease obligations	$	5,319
Accounts payable	3,298
Income taxes payable	261
Accrued and other current liabilities	3,517
Liabilities held for sale - current	125
Long-term debt	9,878
Deferred income tax liabilities	8,259
Pension and other post employment benefits - noncurrent	8,056
Other noncurrent obligations	1,967
Total Liabilities	$	40,680
Noncontrolling interests	239
Preferred stock	239
Fair Value of Net Assets (Consideration for the Merger)	$	74,680

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Integration and Separation Costs

Integration and separation costs have been and are expected to be significant. These costs ~~to date~~ primarily have consisted of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of activities related to the Merger and the Intended Business Separations. These costs are recorded within integration and separation costs ~~in the Successor periods and~~ within ~~selling, general and administrative expenses in~~ the ~~Predecessor periods within the~~ interim Consolidated Statements of Operations.

	Successor				Predecessor
	Three Months Ended March 31,
(In millions)	~~Three Months EndedSeptember 30, 2018~~2019		~~For the PeriodSeptember 1 - September 30, 2017~~2018		~~For the PeriodJuly 1 - August 31, 2017~~
Integration and separation costs	$	~~344~~405	$	71255
Selling, general and administrative expenses					$	210

	Successor				Predecessor
(In millions)	Nine Months Ended September 30, 2018		For the PeriodSeptember 1 - September 30, 2017		For the Period January 1 - August 31, 2017
Integration and separation costs	$	926	$	71
Selling, general and administrative expenses					$	581

H&N Business

On November 1, 2017, the company completed the FMC Transactions through the acquisition of the H&N Business and the divestiture of the Divested Ag Business. The acquisition is being integrated into the nutrition and health product line to enhance DuPont’s position as a leading provider of sustainable, bio-based food ingredients and allow for expanded capabilities in the pharma excipients space. The company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date. The preliminary fair value allocated to the assets acquired and liabilities assumed for the H&N Business at November 1, 2017 was $1,970 million. The valuation process is currently in the process of being finalized as the company has reached the end of the measurement period on November 1, 2018. There are no material updates to the preliminary purchase accounting and purchase price allocation. For additional information regarding the acquisition of the H&N Business, see Note 3, "Business Combinations," in the 2017 Annual Report.

NOTE 4 - DIVESTITURES AND OTHER TRANSACTIONS

Merger Remedy - Divested Ag Business

On March 31, 2017, the company and FMC entered into the FMC Transaction Agreement. Under the FMC Transaction Agreement, and effective upon the closing of the transaction on November 1, 2017, FMC acquired the Divested Ag Business that Historical DuPont was required to divest in order to obtain EC approval of the Merger Transaction and Historical DuPont acquired the H&N Business. See further discussion of the FMC Transactions in Note 1. The sale of the Divested Ag Business ~~meets~~met the criteria for discontinued operations and as such, earnings ~~are~~were included within (loss) ~~income~~ from discontinued operations after income taxes for all periods presented.

17For the three months ended March 31, 2018, the company recorded a loss from discontinued operations before income taxes related to the Divested Ag Business of $10 million ($5 million after tax).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the nine months ended September 30, 2018, the company recorded a loss from discontinued operations before income taxes related to the Divested Ag Business of $10 million ($5 million after tax). The following table summarizes the results of operations of the Divested Ag Business presented as discontinued operations for the successor period September 1 through September 30, 2017 and the predecessor periods July 1 through August 31, 2017 and January 1 through August 31, 2017:

	Successor			Predecessor
(In millions)	For the PeriodSeptember 1 - September 30, 2017			For the PeriodJuly 1 - August 31, 2017		For the Period January 1 - August 31, 2017
Net sales	$	116		$	191	$	1,068
Cost of goods sold	110			79		412
Other operating charges				5		17
Research and development expenses	9			24		95
Selling, general and administrative expenses	29			46		146
Sundry income - net	—			—		7
(Loss) income from discontinued operations before income taxes	(32		)	37		405
(Benefit from) provision for income taxes	(12		)	8		79
(Loss) income from discontinued operations after income taxes	$	(20	)	$	29	$	326

The following table presents depreciation and capital expenditures of the discontinued operations related to the Divested Ag Business:

	Successor		Predecessor
(In millions)	For the PeriodSeptember 1 - September 30, 2017		For the PeriodJuly 1 - August 31, 2017		For the Period January 1 - August 31, 2017
Depreciation	$	—	$	5	$	21
Capital expenditures	$	4	$	—	$	8

Food Safety Diagnostic Sale

In February 2017, the company completed the sale of global food safety diagnostics to Hygiena LLC. The sale resulted in a pre-tax gain of $162 million ($86 million after tax). The gain was recorded in sundry income (expense) - net in the company's interim Consolidated Statement of Operations for the period January 1 through August 31, 2017.

Performance Chemicals

On July 1, 2015, Historical DuPont completed the separation of its Performance Chemicals segment through the spin-off of all of the issued and outstanding stock of The Chemours Company (the "Chemours Separation"). In connection with the Chemours Separation, the company and The Chemours Company ("Chemours") entered into a Separation Agreement (as amended, the "Chemours Separation Agreement"). Pursuant to the Chemours Separation Agreement ~~and the amendment to the Chemours Separation Agreement~~, as discussed below, Chemours indemnifies Historical DuPont against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the distribution. The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. In 2017, Historical DuPont and Chemours amended the Chemours Separation Agreement to provide for a limited sharing of potential future perfluorooctanoic acid (“PFOA”) liabilities for a period of five years beginning July 6, 2017. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable. At ~~September~~March 3031, ~~2018~~2019, the indemnification assets are $9584 million within accounts and notes receivable - net and $~~313~~289 million within other assets along with the corresponding liabilities of $9584 million within accrued and other current liabilities and $~~313~~289 million within other noncurrent obligations in the interim Condensed Consolidated Balance Sheet. See Note 1413 for further discussion of the amendment to the Chemours Separation Agreement and certain litigation and environmental matters indemnified by Chemours.

~~Income~~NOTE ~~from~~4 discontinued operations after taxes during the period January 1 through August 31, 2017 includes a tax benefit of $10 million associated with an adjustment to the tax benefit recognized in the first quarter of 2017 related to the charge for the PFOA multidistrict litigation settlement. Income from discontinued operations after income taxes for the period January 1 through August 31, 2017 includes a charge of $335 million ($214 million after tax) in connection with the PFOA multi-~~district~~ ~~litigation settlement. See Note 14 for further discussion.~~ REVENUE

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 - REVENUE

Revenue Recognition

Products

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

Revenue from product sales is recognized when the customer obtains control of the company's product, which occurs at a point in time according to shipping terms. Payment terms for contracts related to product lines other than agriculture generally average 30 to 60 days after invoicing, depending on business and geography. Payment terms for agriculture product line contracts are generally less than one year from invoicing. The company elected the practical expedient and will not adjust the promised amount of consideration for the effects of a significant financing component when DuPont expects it will be one year or less between when a customer obtains control of the company's product and when payment is due. The company has elected to recognize shipping and handling activities when control has transferred to the customer as an expense in cost of goods sold. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. In addition, DuPont elected the practical expedient to expense any costs to obtain contracts as incurred, as the amortization period for these costs would have been one year or less.

The transaction price includes estimates of variable consideration, such as rights of return, rebates, and discounts, that are reductions in revenue. All estimates are based on the company's historical experience, anticipated performance, and the company's best judgment at the time the estimate is made. Estimates of variable consideration included in the transaction price utilize either the expected value method or most likely amount depending on the nature of the variable consideration. These estimates are reassessed each reporting period and are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur upon resolution of uncertainty associated with the variable consideration. The majority of contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as quantity times price per unit. For contracts with multiple performance obligations, DuPont allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.

Licenses of Intellectual Property

Historical DuPont enters into licensing arrangements with customers under which it licenses its intellectual property, such as patents and trademarks. Revenue from the majority of intellectual property licenses is derived from sales-based royalties. The company estimates the expected amount of sales-based royalties based on historical sales by customer. Revenue for licensing agreements that contain sales-based royalties is recognized at the later of (i) when the subsequent sale occurs or (ii) when the performance obligation to which some or all of the royalty has been allocated is satisfied.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Contract Balances

Contract liabilities primarily reflect deferred revenue from prepayments under agriculture product line contracts with customers where the company receives advance payments for products to be delivered in future periods. Historical DuPont classifies deferred revenue as current or noncurrent based on the timing of when the company expects to recognize revenue. Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced within the industrial biosciences product line. Accounts receivable are recorded when the right to consideration becomes unconditional.

Contract Balances	~~September~~March 3031, ~~2018~~2019		~~Topic~~December ~~606 AdjustmentsJanuary 1~~31, 2018		~~December 31, 2017~~
(In millions)
Accounts and notes receivable - trade1	$	5,~~766~~619	$	874,130	$	~~3,976~~
Contract assets - current2	$	4636	$	4048	$	—
Deferred revenue - current3	$	~~334~~2,033	$	21,927	$	~~2,014~~
Deferred revenue - noncurrent4	$	3828	$	—30	$	48


^1.	Included in accounts and notes receivable - net in the Consolidated Balance Sheets.


^2.	Included in other current assets in the Consolidated Balance Sheets.


^3.	Included in accrued and other current liabilities in the Consolidated Balance Sheets.


^4.	Included in other noncurrent obligations in the Consolidated Balance Sheets.

The change in deferred revenue from December 31, ~~2017~~2018 to ~~September~~March 3031, ~~2018~~2019 was substantially due to the ~~timing~~receipt of customer prepayments under agriculture product line contracts, partially offset by agriculture seed deliveries to customers for the North America growing season, which were delayed due to weather conditions. Revenue recognized during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 from amounts included in deferred revenue - current at the beginning of the period was approximately $~~1,906~~460 million.

~~Disaggregation of Revenue~~11

Effective with the Merger, DuPont’s business activities are components of DowDuPont’s business operations. DuPont’s business activities, including the assessment of performance and allocation of resources, are reviewed and managed by DowDuPont. Information used by the chief operating decision maker of DuPont relates to the company in its entirety. Accordingly, there are no separate reportable business segments for DuPont under ASC 280 “Segment Reporting” and DuPont's business results are reported in this Form 10-Q as a single operating segment.

The company has one reportable segment with the following principal product lines: agriculture, packaging and specialty plastics, electronics and imaging, nutrition and health, industrial biosciences, transportation and advanced polymers, and safety and construction. The company believes disaggregation of revenue by principal product line best depicts the nature, amount, timing, and uncertainty of its revenue and cash flows. Net sales by principal product line are included below:

(In millions)	Three Months EndedSeptember 30, 2018		Nine Months EndedSeptember 30, 2018
Agriculture	$	994	$	7,395
Packaging and Specialty Plastics	389		1,224
Electronics and Imaging	518		1,598
Nutrition and Health	1,000		3,081
Industrial Biosciences	407		1,242
Transportation and Advanced Polymers	1,111		3,374
Safety and Construction	873		2,617
Other	2		7
Total	$	5,294	$	20,538

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Disaggregation of Revenue

Effective with the Merger, Historical DuPont’s business activities are components of DowDuPont’s business operations. Historical DuPont’s business activities, including the assessment of performance and allocation of resources, are reviewed and managed by DowDuPont. Information used by the chief operating decision maker of Historical DuPont relates to the company in its entirety. Accordingly, there are no separate reportable business segments for Historical DuPont under ASC 280 “Segment Reporting” and Historical DuPont's business results are reported in this Form 10-Q as a single operating segment.



	Three Months Ended March 31,
(In millions)	2019		2018
Agriculture	$	2,108	$	2,343
Packaging and Specialty Plastics	363		419
Electronics and Imaging	455		527
Nutrition and Health	1,014		1,024
Industrial Biosciences	376		406
Transportation and Advanced Polymers	1,071		1,121
Safety and Construction	899		855
Other	2		4
Total	$	6,288	$	6,699

Sales are attributed to geographic regions based on customer location. Net sales by geographic region are included below:

(In millions)	Three Months EndedSeptember 30, 2018		Nine Months EndedSeptember 30, 2018
	Three Months Ended March 31,
U.S. & Canada	$	1,649	$	8,919
(In millions)	2019		2018
EMEA1	1,253		4,983
U.S. & Canada	$	2,250	$	2,515
Asia Pacific	1,617		4,889
EMEA1	2,110		2,166
Latin America	775		1,747
Asia Pacific	1,459		1,535
Total	$	5,294	$	20,538
Latin America	469		483
Total	$	6,288	$	6,699


^1.	Europe, Middle East, and Africa ("EMEA").

NOTE 65 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

DowDuPont Cost Synergy Program

In September and November 2017, DowDuPont and the company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the “Synergy Program”), adopted by the DowDuPont Board of Directors. The Synergy Program is designed to integrate and optimize the organization following the Merger and in preparation for the Intended Business Separations. Based on all actions approved to date under the Synergy Program, Historical DuPont expects to record total pre-tax restructuring charges of $~~460~~695 million to $~~715~~755 million, comprised of approximately $~~350~~420 million to $~~400~~440 million of severance and related benefits costs; $~~110~~125 million to $~~140~~145 million of costs related to contract terminations; and up$150 million to $~~175~~170 million of asset related charges.

For the three and nine months ended September 30, 2018, the company recorded pre-tax charges of $61 million and $252 million, respectively, recognized in restructuring and asset related charges - net in the company's interim Consolidated Statements of Operations. The charge for the three months ended September 30, 2018 was comprised of severance and related benefit costs of $24 million, contract termination costs of $9 million and asset related charges of $28 million. The charge for the nine months ended September 30, 2018, was comprised of severance and related benefit costs of $176 million, contract termination costs of $42 million and asset related charges of $34 million. The company recorded pre-tax restructuring charges of $40 million for the period September 1 through September 30, 2017 comprised of severance and related benefit costs. The company recorded pre-tax restructuring charges of $439 million to date under the Synergy Program.12

Substantially all the remaining restructuring charges are expected to be incurred in 2018 and the related actions, including employee separations, associated with this plan are expected to be substantially complete by the end of 2019.

DuPont account balances and activity for the Synergy Program are summarized below:

(In millions)	Severance and Related Benefit Costs			Contract Termination Charges			Asset Related Charges			Total
Balance at December 31, 2017	$	133		$	28		$	—		$	161
Charges to income from continuing operations for the nine months ended September 30, 2018	176			42			34			252
Payments	(86		)	(31		)	—			(117		)
Net translation adjustment	(2		)	—			—			(2		)
Asset write-offs	—			—			(34		)	(34		)
Balance at September 30, 2018	$	221		$	39		$	—		$	260

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~2017~~The ~~Restructuring~~below is a summary of charges incurred related to the Synergy Program for the three months ended March 31, 2019 and 2018:

At September 30, 2018, total liabilities related to the program were $7 million. The actions associated with this plan were substantially complete in 2017. A complete discussion of restructuring initiatives is included in the company's 2017 Annual Report in Note 5, "Restructuring and Asset Related Charges - Net."



	Three Months Ended March 31,
(In millions)	2019		2018
Severance and related benefit costs	$	40	$	68
Contract termination charges	—		29
Asset related charges	16		—
Total restructuring and asset related charges - net¹	$	56	$	97

~~The company incurred pre-tax charges of $~~1. ~~million~~The ~~and~~charge ~~$313 million~~ for the ~~periods~~three ~~July~~months 1ended ~~through~~March ~~August~~ 31, ~~2017~~2019 ~~and~~includes ~~January~~$55 1million ~~through~~which ~~August~~was ~~31, 2017, respectively,~~ recognized in restructuring and asset related charges - net ~~in the company's interim Consolidated Statements of Operations. The charge for the period July 1 through August 31, 2017 is severance~~ and ~~related benefit costs. The charge for the period January~~ $1 ~~through~~million ~~August~~which ~~31, 2017~~ was ~~comprised~~recognized ofin ~~$279~~sundry ~~million~~income of- ~~asset~~net ~~related charges and $34 million~~ in ~~severance~~the ~~and~~company's ~~related~~Condensed ~~benefit~~Consolidated ~~costs. The~~Statement ~~asset related charges mainly consist~~ of ~~accelerated depreciation associated with the closure of the safety and construction product line at the Cooper River manufacturing site located near Charleston, South Carolina~~Operations.

~~2016~~Historical ~~Global~~DuPont ~~Cost~~recorded ~~Savings~~pre-tax restructuring charges of $565 million inception-to-date under the Synergy Program, consisting of severance and ~~Restructuring~~related ~~Plan~~benefit costs of $412 million, contract termination costs of $71 million, and asset write-downs and write-offs of $82 million. Actions associated with the Synergy Program, including employee separations, are expected to be substantially complete by the end of 2019.

~~The~~Historical ~~company~~DuPont ~~incurred~~account ~~pre-tax~~balances ~~charges of $10 million period July 1 through August 31, 2017~~ and ~~January~~activity 1for ~~through August 31, 2017, recognized in restructuring and asset related charges - net in~~ the ~~company's~~Synergy ~~interim~~Program ~~Consolidated~~are ~~Statements~~summarized ~~of Operations. The actions associated with this plan were substantially complete in 2017.~~ below:

Asset Impairments



(In millions)	Severance and Related Benefit Costs			Contract Termination Charges			Asset Related Charges			Total
Balance at December 31, 2018	$	229		$	18		$	—		$	247
Charges to income from continuing operations for the three months ended March 31, 2019	40			—			16			56
Payments	(43		)	(7		)	—			(50		)
Asset write-offs	—			—			(15		)	(15		)
Balance at March 31, 2019	$	226		$	11		$	1		$	238

~~During~~DowDuPont ~~the~~Agriculture ~~three~~Division ~~and~~Restructuring nine months ended September 30, 2018, the company recognized an $85 million pre-tax ($66 million after-tax) impairment charge in restructuring and asset related charges - net in the company's interim Consolidated Statements of Operations related to certain in-process research and development (“IPR&D") assets within the agriculture reporting unit. Refer to Note 12 for further information.Program

InThe ~~addition, based on updated projections for the~~ company’s ~~investment~~expects into ~~nonconsolidated~~record ~~affiliates~~total inpre-tax ~~China~~charges ~~related~~of toapproximately ~~the agriculture product line~~$65 million, ~~management~~comprised ~~determined the fair value~~ of ~~the~~approximately ~~investment~~$55 inmillion ~~nonconsolidated affiliates is below the carrying value and has no expectation the fair value will recover due to the continuing unfavorable regulatory environment including lack~~ of ~~intellectual~~severance ~~property protection, uncertain product registration timing,~~ and ~~limited~~related ~~freedom~~benefits tocosts; ~~operate. As~~$8 amillion ~~result, management concluded the impairment is other than temporary and recorded an impairment charge~~ of ~~$41 million in restructuring and~~ asset related charges, -and ~~net~~$2 inmillion ~~the company's interim Consolidated Statements~~ of ~~Operations,~~costs ~~none~~related ofto ~~which~~contract ~~is tax-deductible~~terminations, ~~for~~related to the ~~three~~DowDuPont ~~and~~Agriculture ~~nine~~Division ~~months~~Restructuring ~~ended September 30, 2018~~Program.

~~NOTE~~From 7inception-to-date, Historical DuPont has recorded total pre-tax ~~RELATED~~restructuring ~~PARTIES~~charge of $62 million, comprised of $54 million of severance and related benefit costs and $8 million of asset related charges. For the three months ended March 31, 2019, Historical DuPont recorded a pre-tax charge of $3 million for asset related charges in restructuring and asset related charges - net in the company's interim Consolidated Statement of Operations. The company expects actions related to this program to be substantially complete by mid-2019.

~~Services~~Historical ~~Provided~~DuPont byaccount balances and toactivity ~~Dow~~for ~~and~~the ~~its~~DowDuPont ~~affiliates~~Agriculture Division Restructuring Program are summarized below:

Following the Merger, DuPont reports transactions with Dow and its affiliates as related party transactions. DuPont sells to and procures from Dow and its affiliates certain feedstocks and raw materials that are consumed in each company's manufacturing process, as well as finished goods. DuPont also provides to Dow and its affiliates certain seed production and distribution services. The following table presents amounts due to or due from Dow and its affiliates at September 30, 2018 and December 31, 2017:



(In millions)	Severance and Related Benefit Costs			Asset Related Charges			Total
Balance at December 31, 2018	$	54		$	—		$	54
Charges to income from continuing operations for the three months ended March 31, 2019	—			3			3
Payments	(7		)	—			(7		)
Asset write-offs	—			(3		)	(3		)
Balance at March 31, 2019	$	47		$	—		$	47

(In millions)	September 30, 2018		December 31, 2017
Accounts and notes receivable - net	$	91	$	12
Accounts payable	$	117	$	26

The table below presents revenue earned and expenses incurred in transactions with Dow and its affiliates following the Merger:

(In millions)	Three Months EndedSeptember 30, 2018		Nine Months EndedSeptember 30, 2018
Net sales	$	73	$	151
Cost of goods sold	$	63	$	126

For the three and nine months ended September 30, 2018, purchases from Dow and its affiliates were $73 million and $180 million, respectively. DuPont also received transfers of certain feedstocks and energy from Dow and its affiliates at cost which totaled $93 million and $259 million for the three and nine months ended September 30, 2018, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6 - RELATED PARTIES

Services Provided by and to Historical Dow and its affiliates

Following the Merger, Historical DuPont reports transactions with Historical Dow and its affiliates as related party transactions. Historical DuPont sells to and procures from Historical Dow and its affiliates certain feedstocks and raw materials that are consumed in each company's manufacturing process, as well as finished goods. Historical DuPont also provides to Historical Dow and its affiliates certain seed production and distribution services. The following table presents amounts due to or due from Historical Dow and its affiliates at March 31, 2019 and December 31, 2018:



(In millions)	March 31, 2019		December 31, 2018
Accounts and notes receivable - net	$	112	$	201
Accounts payable	$	201	$	288

The table below presents revenue earned and expenses incurred in transactions with Historical Dow and its affiliates for the three months ended March 31, 2019 and 2018:

For the three months ended March 31, 2019 and 2018, respectively, purchases from Historical Dow and its affiliates were $106 million and $43 million, respectively. Historical DuPont also received transfers of certain feedstocks and energy from Historical Dow and its affiliates at cost which totaled $82 million and $79 million for the three months ended March 31, 2019 and 2018, respectively,

Transactions with DowDuPont

~~DowDuPont relies on distributions and other intercompany transfers from DuPont and Dow to fund payment of its costs and expenses.~~ In November 2017, DowDuPont's Board of Directors authorized an initial $4,000 million share repurchase program to buy back shares of DowDuPont common stock. The $4,000 million share repurchase program was completed in the third quarter of 2018. In February, ~~May~~2019 and ~~August~~ 2018, the Board declared first, ~~second and third~~ quarter dividends per share of DowDuPont common stock payable on March 15, ~~2018,~~2019 ~~June 15, 2018~~ and ~~September~~March 15, 2018, respectively. For the ~~nine~~three months ended ~~September~~March 3031, 2019 and 2018, Historical DuPont declared and paid distributions to DowDuPont of about $~~2,481~~317 million and $830 million, respectively, primarily to fund a portion of DowDuPont's ~~first,~~dividend ~~second~~payments for these periods, and, ~~third~~specific ~~quarter~~to ~~share~~2018, ~~repurchases~~to ~~and~~fund ~~dividend~~a ~~payments~~portion of DowDuPont's share repurchases.

In addition, at ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, Historical DuPont had a payable to DowDuPont of $~~250~~103 million ~~and $354 million, respectively,~~ included in accounts payable in the interim Condensed Consolidated Balance Sheets related to its estimated ~~2017~~tax ~~and~~liability ~~2018~~for the period beginning with the Merger through the date of the Dow Distribution, during which time the parties filed a consolidated US tax ~~liability~~return. See Note 98 for additional information.

~~NOTE 8 - SUPPLEMENTARY INFORMATION~~14

Sundry Income (Expense) - Net	Successor						Predecessor
(In millions)	Three Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the PeriodJuly 1 - August 31, 2017
Royalty income1							$	11
Interest income	13			12			26
Equity in earnings (losses) of affiliates - net	13			(4		)	13
Net (loss) gain on sales of businesses and other assets	(2		)	1			2
Net exchange (losses) gains	(77		)	77			(195		)
Non-operating pension and other post employment benefit credit (cost)2	91			34			(70		)
Miscellaneous income and expenses - net3	14			1			30
Sundry income (expense) - net	$	52		$	121		$	(183	)

Sundry Income (Expense) - Net	Successor						Predecessor
(In millions)	Nine Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the Period January 1 - August 31, 2017
Royalty income1							$	84
Interest income	71			12			83
Equity in earnings (losses) of affiliates - net	46			(4		)	55
Net gain on sales of businesses and other assets4	11			1			205
Net exchange (losses) gains	(186		)	77			(394		)
Non-operating pension and other post employment benefit credit (cost)2	278			34			(278		)
Miscellaneous income and expenses - net3	73			1			132
Sundry income (expense) - net	$	293		$	121		$	(113	)

1. In the Successor periods, royalty income of $26 million, $111 million, and $9 million is included in net sales for the three and nine months ended September 30, 2018 and for the period September 1 through September 30, 2017, respectively.

2. Includes non-service related components of net periodic benefit credits (costs) (interest cost, expected return on plan assets, amortization of unrecognized (gain) loss, amortization of prior service benefit and curtailment/settlement gain). See Note 2 for discussion of the retrospective adoption of ASU No. 2017-07.

3. Miscellaneous income and expenses - net, includes interest accrued related to unrecognized tax benefits (Predecessor periods only), gains related to litigation settlements, and other items.

4. Includes a pre-tax gain of $162 million ($86 million after tax) for the for the period January 1 through August 31, 2017 related to the sale of global food safety diagnostics. See Note 4 for additional information.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~The~~NOTE ~~following~~7 table summarizes the impacts of the company's foreign currency hedging program on the company's results of operations. The company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-~~denominated~~ ~~monetary~~SUPPLEMENTARY assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The hedging program gains (losses) are largely taxable (tax deductible) in the United States ("U.S."), whereas the offsetting exchange gains (losses) on the remeasurement of the net monetary asset positions are often not taxable (tax deductible) in their local jurisdictions. The net pre-tax exchange gains (losses) are recorded in sundry income (expense) - net and the related tax impact is recorded in provision for income taxes on continuing operations in the interim Consolidated Statements of Operations. INFORMATION

	Successor						Predecessor
Sundry Income - Net	Three Months Ended March 31,
(In millions)	~~Three Months Ended September 30, 2018~~2019			~~For the PeriodSeptember 1 - September 30, 2017~~2018			~~For the PeriodJuly 1 - August 31, 2017~~
Subsidiary Monetary Position (Losses) Gains
Interest income	$	23		$	28
Pre-tax exchange (losses) gains1	$	(108	)	$	(35	)	$	65
Equity in earnings of affiliates - net	13			14
Local tax benefits (expenses)	33			(31		)	88
Net gain on sales of businesses and other assets1	55			2
Net after-tax impact from subsidiary exchange (losses) gains	$	(75	)	$	(66	)	$	153
Net exchange losses	(32		)	(132		)
Hedging Program Gains (Losses)
Non-operating pension and other post employment benefit credit2	66			92
Pre-tax exchange gains (losses)	$	31		$	112		$	(260	)
Miscellaneous income and expenses - net3	32			43
Tax (expenses) benefits	(7		)	(40		)	94
Sundry income - net	$	157		$	47
Net after-tax impact from hedging program exchange gains (losses)	$	24		$	72		$	(166	)
Total Exchange (Losses) Gains
Pre-tax exchange (losses) gains	$	(77	)	$	77		$	(195	)
Tax benefits (expenses)	26			(71		)	182
Net after-tax exchange (losses) gains	$	(51	)	$	6		$	(13	)

	Successor						Predecessor
(In millions)	Nine Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the Period January 1 - August 31, 2017
Subsidiary Monetary Position (Losses) Gains
Pre-tax exchange (losses) gains1	$	(213	)	$	(35	)	$	37
Local tax benefits (expenses)	57			(31		)	217
Net after-tax impact from subsidiary exchange (losses) gains	$	(156	)	$	(66	)	$	254
Hedging Program Gains (Losses)
Pre-tax exchange gains (losses)2	$	27		$	112		$	(431	)
Tax (expenses) benefits	(6		)	(40		)	155
Net after-tax impact from hedging program exchange gains (losses)	$	21		$	72		$	(276	)
Total Exchange (Losses) Gains
Pre-tax exchange (losses) gains	$	(186	)	$	77		$	(394	)
Tax benefits (expenses)	51			(71		)	372
Net after-tax exchange (losses) gains	$	(135	)	$	6		$	(22	)


1.	The three months ended March 31, 2019 includes a gain on sale of assets within the electronics and imaging product line.

12. Includes anon-service ~~net~~related ~~$44~~components ~~million~~of ~~and~~net ~~$80~~periodic ~~million~~benefit ~~pre-tax~~credits ~~exchange~~(costs) ~~loss~~(interest ~~associated~~cost, ~~with~~expected ~~the~~return ~~devaluation~~on ofplan ~~the~~assets, ~~Argentine peso for the three~~ and ~~nine~~amortization ~~months~~of ~~ended~~unrecognized ~~September 30, 2018, respectively~~loss).

23. ~~Includes~~Miscellaneous aincome ~~$50~~and ~~million~~expenses ~~foreign~~- ~~exchange loss for the nine months ended September 30~~net, ~~2018~~includes gains related to ~~adjustments~~litigation tosettlements ~~foreign~~and ~~currency~~other ~~exchange contracts as a result of U~~items.~~S. tax reform.~~

24The following table summarizes the impacts of the company's foreign currency hedging program on the company's results of operations. The company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The hedging program gains (losses) are largely taxable (tax deductible) in the United States ("U.S."), whereas the offsetting exchange gains (losses) on the remeasurement of the net monetary asset positions are often not taxable (tax deductible) in their local jurisdictions. The net pre-tax exchange gains (losses) are recorded in sundry income - net and the related tax impact is recorded in (benefit from) provision for income taxes on continuing operations in the interim Consolidated Statements of Operations.



(In millions)	Three Months Ended March 31,
	2019			2018
Subsidiary Monetary Position (Losses) Gains
Pre-tax exchange (losses) gains	$	(23	)	$	49
Local tax benefits	—			32
Net after-tax impact from subsidiary exchange (losses) gains	$	(23	)	$	81

Hedging Program Losses
Pre-tax exchange losses¹	$	(9	)	$	(181	)
Tax benefits	2			42
Net after-tax impact from hedging program exchange losses	$	(7	)	$	(139	)

Total Exchange Losses
Pre-tax exchange losses	$	(32	)	$	(132	)
Tax benefits	2			74
Net after-tax exchange losses	$	(30	)	$	(58	)


^1.	Includes a $50 million foreign exchange loss for the three months ended March 31, 2018 related to adjustments to foreign currency exchange contracts as a result of U.S. tax reform.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Cash, cash equivalents and restricted cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash (included in other current assets) presented in the interim Condensed Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash presented in the interim Condensed Consolidated Statements of Cash Flows.

(In millions)	~~September~~March 3031, ~~2018~~2019		December 31, ~~2017~~2018
Cash and cash equivalents	$	3,~~536~~796	$	74,~~250~~466
Restricted cash	~~506~~480		~~558~~500
Total cash, cash equivalents and restricted cash	$	4,~~042~~276	$	74,~~808~~966

Historical DuPont entered into a trust agreement in 2013 (as amended and restated in 2017), establishing and requiring Historical DuPont to fund a trust (the "Trust") for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement. Under the Trust agreement, the consummation of the Merger was a change in control event. Restricted cash at ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018 is related to the Trust.

~~Accounts~~NOTE ~~and~~8 ~~Notes~~- ~~Receivable~~INCOME -TAXES ~~Net~~

~~Accounts~~On December 22, 2017, the Tax Cuts and ~~notes~~Jobs ~~receivable~~Act -(“The ~~net~~Act”) was ~~$7,079 million~~enacted. atThe ~~September~~Act ~~30,~~reduces ~~2018~~the ~~and~~U.S. ~~$5,239 million~~federal atcorporate ~~December 31,~~income ~~2017. Notes~~tax ~~receivable~~rate from 35 percent to 21 percent, ~~which~~requires iscompanies to pay a ~~component~~one-time oftransition ~~accounts~~tax ~~and~~(“transition ~~notes~~tax”) ~~receivable~~on -earnings ~~net,~~of ~~was~~foreign ~~$1,625 million~~subsidiaries atthat ~~September~~were 30previously tax deferred, ~~2018~~creates ~~and~~new ~~$199 million~~provisions atrelated ~~December~~to 31foreign sourced earnings, ~~2017. The~~eliminates ~~increase~~the ~~was~~domestic ~~primarily~~manufacturing ~~due~~deduction toand ~~normal~~moves ~~seasonality~~towards ina territorial system. At December 31, 2018, the ~~sales~~company ~~and~~had ~~cash~~completed ~~collections~~its ~~cycle~~accounting infor the ~~agriculture~~tax ~~product~~effects ~~line.~~of The Act.

~~NOTE~~• 9As -a ~~INCOME~~result ~~TAXES~~of The Act, the company remeasured its U.S. federal deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent. In the first quarter of 2018, the company recorded a $48 million charge to provision for income taxes on continuing operations in the company's interim Consolidated Statements of Operations to adjust the provisional amount related to the remeasurement of the company's deferred tax balance.

On• ~~December~~In ~~22, 2017,~~ the ~~Tax~~first ~~Cuts~~quarter ~~and~~of ~~Jobs~~2018, ~~Act (“The Act”) was enacted. The Act reduces~~ the ~~U.S.~~company ~~federal~~recognized ~~corporate income tax rate from 35 percent to 21 percent, requires companies to pay~~ a ~~one-time~~charge ~~transition tax (“transition tax”) on earnings~~ of ~~foreign~~$16 ~~subsidiaries~~million ~~that were previously tax deferred, creates new provisions related~~ to ~~foreign~~provision ~~sourced~~for ~~earnings,~~income ~~eliminates~~taxes ~~the~~on ~~domestic~~continuing ~~manufacturing~~operations ~~deduction~~in ~~and moves towards a territorial system. At September 30, 2018,~~ the company's ~~had~~interim ~~not~~Consolidated ~~completed~~Statements ~~its accounting for the tax effects~~ of ~~The~~Operations ~~Act; however,~~ as ~~described~~a ~~below,~~result ~~the~~of ~~company~~an ~~has~~indirect ~~made~~impact ~~reasonable estimates~~ of the ~~effects on its existing deferred tax balances and the one-time transition tax. In accordance with Staff Accounting Bulletin 118 ("SAB 118"), during the measurement period, income tax effects of The~~ Act ~~may~~related beto ~~refined~~certain ~~upon obtaining, preparing, or analyzing additional information, and such changes could be material~~inventory. ~~During the measurement period, provisional amounts may also be adjusted for the effects, if any, of interpretive guidance issued by U.S. regulatory and standard-setting bodies.~~

•Historical AsDuPont aand ~~result~~its ofsubsidiaries ~~The~~are ~~Act,~~included ~~the~~in ~~company~~DowDuPont's ~~remeasured~~consolidated ~~its U.S.~~ federal ~~deferred~~income tax ~~assets~~group and ~~liabilities~~consolidated ~~based~~tax onreturn. Generally, the ~~rates~~consolidated attax ~~which~~liability ~~they~~of ~~are~~the ~~expected~~DowDuPont toU.S. ~~reverse~~tax ingroup ~~the~~for ~~future,~~each ~~which~~year iswill ~~generally~~be 21apportioned ~~percent.~~among ~~However,~~ the ~~company~~members isof ~~still~~the ~~analyzing~~consolidated ~~certain~~group ~~aspects~~based ofon ~~The~~each ~~Act~~member’s ~~and~~separate ~~refining~~taxable ~~its calculations~~income. Historical InDuPont ~~the three~~ and ~~nine~~Historical ~~months~~Dow ~~ended~~intend ~~September~~that ~~30,~~to ~~2018,~~the ~~benefits~~extent ofFederal ~~$99 million~~ and/or ~~$44~~State ~~million,~~corporate ~~respectively, were recorded to provision for~~ income ~~taxes~~tax onliabilities ~~continuing~~are ~~operations~~reduced inthrough the ~~company's~~utilization ~~interim Consolidated Statements~~ of ~~Operations~~tax toattributes ~~adjust the provisional amount related to the remeasurement~~ of the ~~company's deferred tax balance~~other, ~~resulting~~settlement inof aany ~~benefit~~receivable ofand ~~$2,760~~payable ~~million~~generated ~~since~~from the ~~enactment~~use of ~~The Act. Of~~ the ~~$99~~other ~~million benefit booked in the three months ended September 30, 2018, $114 million relates to the company'~~party’s ~~discretionary~~sub-group ~~pension~~attributes ~~contribution~~will be in ~~2018,~~accordance ~~which~~with ~~was~~a ~~deducted~~tax onsharing aagreement ~~2017~~and/or tax ~~return~~matters agreement.

• The Act requires a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits (“E&P”), which results in a one-time transition tax. The company has not yet completed its calculation of the total post-1986 foreign E&P for its foreign subsidiaries as E&P will not be finalized until the Federal income tax return is filed. The company has not recorded a change to the $715 million provisional charge recorded during the fourth quarter 2017 with respect to the one-time transition tax.

• In the nine months ended September 30, 2018, the company recognized a charge of $16 million to provision for income taxes on continuing operations in the company's interim Consolidated Statements of Operations as a result of an indirect impact of the Act related to certain inventory.

• For tax years beginning after December 31, 2017, The Act introduces new provisions for U.S. taxation of certain global intangible low-taxed income ("GILTI"). The company is evaluating the policy election on whether the additional liability will be recorded in the period in which it is incurred or recognized for the basis differences that would be expected to reverse in future years.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

DuPont and its subsidiaries are included in DowDuPont's consolidated federal income tax group and consolidated tax return. Generally, the consolidated tax liability of the DowDuPont U.S. tax group for each year will be apportioned among the members of the consolidated group based on each member’s separate taxable income. DuPont and Dow intend that to the extent Federal and/or State corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with a tax sharing agreement and/or tax matters agreement.

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

During the ~~three~~first ~~months~~and ~~ended~~second ~~September~~quarters ~~30,~~of ~~2018~~2019, itin ~~was~~connection ~~determined~~with ~~that a full valuation allowance against~~ the ~~net~~Intended ~~deferred~~Business ~~tax~~Separations, ~~asset position of a legal entity in Brazil was required. This determination was based on a change in judgment about~~ the ~~realizability~~company ofhas ~~the~~and ~~deferred~~expects ~~tax asset due~~ to ~~revised~~continue ~~cash~~repatriating ~~flow~~certain ~~projections~~funds ~~reflecting~~from ~~declines~~its inforeign ~~the~~subsidiaries ~~forecasted~~that ~~sales~~are ~~and~~not ~~profitability~~needed ofto ~~the~~finance ~~agriculture~~local ~~reporting~~operations ~~unit~~or inseparation ~~Latin America~~activities. ~~The~~During ~~revised~~the ~~cash~~three ~~flow~~months ~~projections~~ended ~~quantify~~March ~~the~~31, ~~impacts of market conditions~~2019, ~~events~~the ~~and~~company ~~circumstances~~recorded ~~that~~tax ~~have~~expense ~~developed~~of ~~throughout~~$13 ~~2018. See~~million ~~Note~~associated 12with ~~for~~these ~~additional~~repatriation ~~information~~activities. AsBeyond athese ~~result~~expected repatriations, the company ~~recognized~~is ~~tax~~still ~~expense~~asserting ofindefinite ~~$75~~reinvestment ~~million~~related into ~~the~~certain ~~three~~investments ~~and~~in ~~nine~~foreign ~~months ended September 30, 2018~~subsidiaries.

During ~~2018,~~ the ~~company has and expects to continue repatriating certain funds from its foreign subsidiaries that are not needed to finance local operations or separation activities. During the~~ three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019, the company ~~has~~ recorded a tax ~~expense~~benefit of $61102 million related to an internal legal entity restructuring associated with ~~these~~the ~~repatriation~~Intended ~~activities~~Business Separations.

During the three and nine months ended September 30, 2018, the company recognized tax expense of $27 million associated with the reduction of a tax benefit recorded in 2017 due to taxable income limitations triggered by the company's decision to deduct the third quarter 2018 principal U.S. pension plan contribution on its 2017 consolidated U.S. tax return.16

During the three and nine months ended September 30, 2018, the company recognized tax expense of $26 million related to an internal entity restructuring associated with the Intended Business Separations.

During the period July 1 through August 31, 2017, the company recognized tax expense of $29 million associated with the elimination of a tax benefit recorded in 2016 due to taxable income limitations triggered by the company's decision to deduct the second quarter 2017 principal U.S. pension plan contribution on its 2016 consolidated U.S. tax return.

Additionally, during the period January 1 through August 31, 2017, the company recognized a tax benefit of $57 million, as well as a $50 million pre-tax benefit on associated accrued interest reversals, related to a reduction in the company's unrecognized tax benefits due to the closure of various tax statutes of limitations. Income from continuing operations during the period January 1 through August 31, 2017 includes a tax benefit of $53 million and a pre-tax benefit of $47 million for accrued interest reversals (recorded in sundry income (expense) - net). Income from discontinued operations during the period January 1 through August 31, 2017 includes a tax benefit of $4 million and a pre-tax benefit of $3 million for the accrued interest reversal.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 109 - ~~EARNINGS PER SHARE OF COMMON STOCK~~INVENTORIES

Upon completion of the Merger, each share of DuPont Common Stock was converted into the right to receive 1.2820 fully paid and non-assessable shares of DowDuPont Common Stock, in addition to cash in lieu of any fractional shares of DowDuPont Common Stock issued and therefore earnings per share of common stock information is not presented for the Successor periods.



(In millions)	March 31, 2019		December 31, 2018
Finished products	$	4,390	$	4,204
Semi-finished products	1,338		1,769
Raw materials	523		481
Stores and supplies	385		441
Total	$	6,636	$	6,895
Adjustment of inventories to a last-in, first out ("LIFO") basis	511		512
Total inventories	$	7,147	$	7,407

(In millions, except share amounts)	For the PeriodJuly 1 - August 31, 2017			For the Period January 1 - August 31, 2017
Numerator:
(Loss) income from continuing operations after income taxes attributable to DuPont	$	(263	)	$	1,624
Preferred dividends	(2		)	(7		)
(Loss) income from continuing operations after income taxes available to DuPont common stockholders	(265		)	1,617
Income from discontinued operations after income taxes available to DuPont common stockholders	29			117
Net (loss) income available to common stockholders	$	(236	)	$	1,734
Denominator:
Weighted-average number of common shares outstanding - Basic	868,992,000			867,888,000
Dilutive effect of the company’s employee compensation plans1	—			4,532,000
Weighted-average number of common shares outstanding - Diluted1	868,992,000			872,420,000

As a result of the Merger, a fair value step-up of $3,840 million was recorded for inventories. Of this amount, $205 million and $641 million was recognized in cost of goods sold within income from continuing operations in the interim Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018, respectively.

1.NOTE ~~Diluted~~10 ~~earnings~~- ~~per~~OTHER ~~share~~INTANGIBLE ~~considers~~ASSETS ~~the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.~~

~~The~~Other ~~following~~Intangible ~~average number of stock options were antidilutive, and therefore not included in the dilutive earnings per share calculations:~~ Assets

	For the PeriodJuly 1 - August 31, 2017		For the Period January 1 - August 31, 2017
Average number of stock options	4,832,000		1,906

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

NOTE 11 - INVENTORIES



(In millions)	March 31, 2019							December 31, 2018
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization (Definite-lived):
Customer-related	$	9,310	$	(884	)	$	8,426	$	9,325	$	(744	)	$	8,581
Developed technology¹	4,926		(735		)	4,191		4,506		(628		)	3,878
Trademarks/trade names	1,083		(135		)	948		1,084		(114		)	970
Favorable supply contracts	493		(136		)	357		475		(111		)	364
Microbial cell factories	384		(26		)	358		386		(22		)	364
Other²	376		(37		)	339		377		(32		)	345
Total other intangible assets with finite lives	16,572		(1,953		)	14,619		16,153		(1,651		)	14,502

Intangible assets not subject to amortization (Indefinite-lived):
IPR&D¹	100		—			100		545		—			545
Germplasm³	6,265		—			6,265		6,265		—			6,265
Trademarks / trade names	4,740		—			4,740		4,741		—			4,741
Total other intangible assets	11,105		—			11,105		11,551		—			11,551
Total	$	27,677	$	(1,953	)	$	25,724	$	27,704	$	(1,651	)	$	26,053

(In millions)	September 30, 2018		December 31, 2017
Finished products	$	3,681	$	4,500
Semi-finished products	1,810		2,769
Raw materials	508		371
Stores and supplies	338		447
Total	$	6,337	$	8,087
Adjustment of inventories to a last-in, first out ("LIFO") basis	515		546
Total inventories	$	6,852	$	8,633


^1.	During the first quarter of 2019, the company announced an expanded launch of its Qrome^® corn hybrids following the receipt of regulatory approval from China. As a result, the company reclassified the amounts from indefinite-lived IPR&D to developed technology.

272. Primarily consists of sales and farmer networks, marketing and manufacturing alliances and noncompetition agreements.


^3.	Germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.

The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $320 million and $315 million for the three months ended March 31, 2019 and 2018, respectively. The estimated aggregate pre-tax amortization expense from continuing operations for the remainder of 2019 and each of the next five years is approximately $1,029 million, $1,270 million, $1,257 million, $1,235 million, $1,120 million and $1,044 million, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1211 - ~~GOODWILL AND OTHER INTANGIBLE ASSETS~~ LEASES

~~Goodwill~~The company has operating and finance leases for real estate, airplanes, railcars, fleet, certain machinery and equipment, and information technology assets. The company’s leases have remaining lease terms of 1 year to 50 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the company will exercise that option. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability.

Certain of the company's leases include residual value guarantees. These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term. The ~~following~~portion ~~table~~of ~~summarizes~~residual ~~changes~~value guarantees that are probable of payment are included in the ~~carrying~~related lease liability on the accompanying Consolidated Balance Sheet other than certain finance leases that include the maximum residual value guarantee amount in the measurement of ~~goodwill~~the ~~for~~related liability given the ~~nine~~election ~~months~~to ~~ended~~use ~~September~~the 30package of practical expedients at the date of adoption. At March 31, ~~2018:~~2019, the company has future maximum payments for residual value guarantees in operating leases of $46 million with final expirations through 2028. The company's lease agreements do not contain any material restrictive covenants.

(In millions)
Balance as of December 31, 2017	$	45,589
Currency translation adjustment	(488		)
Impairment loss	(4,503		)
Measurement period adjustments - Merger	392
Measurement period adjustments - H&N Business	(2		)
Balance as of September 30, 2018	$	40,988

The components of lease cost were as follows:

The company tests goodwill and intangible assets for impairment annually during the fourth quarter or more frequently when events or changes in circumstances indicate that the fair value is below its carrying value. As mentioned in Note 1, in connection with the Merger, the company’s assets and liabilities were measured at fair value as of the date of the Merger. As the carrying value and the fair value of all reporting units and assets were equal at this date, this resulted in little, if any, margin of fair value in excess of carrying value. As a result, the company’s reporting units became susceptible to impairment for any decline in fair value.



(In millions)	Three Months Ended March 31, 2019
Operating lease cost	54
Finance lease cost
Amortization of right-of-use assets	35
Interest on lease liabilities	1
Total finance lease cost	36
Short-term lease cost	5
Variable lease cost	4
Sublease income	(8	)
Total lease cost	91

InNew ~~connection~~leases ~~with~~entered ~~the~~into ~~Merger,~~during the ~~company~~three ~~adopted~~months ~~the~~ended ~~policy~~March ~~of DowDuPont and performs its annual goodwill impairment test in the fourth quarter. In the fourth quarter 2017~~31, a2019 ~~qualitative~~were ~~assessment~~not ~~was~~considered ~~performed on all reporting units that carry goodwill~~material. Supplemental ~~Based~~cash onflow ~~the~~information ~~qualitative~~related ~~assessment,~~to ~~management~~leases ~~concluded it~~ was ~~not~~as ~~more~~follows: ~~likely than not that the carrying value of the reporting unit exceeds the fair value of the reporting unit, and therefore no impairment was recorded.~~

During the three months ended September 30, 2018, and in connection with strategic business reviews, the company assembled updated cash flow projections. The revised cash flow projections of the agriculture reporting unit assessed and quantified the impacts of developing market conditions, events and circumstances that have evolved throughout 2018, resulting in a reduction in the forecasts of sales and profitability as compared to prior forecasts. The reduction in cash flow projections was principally driven by lower growth in sales and margins in North America and Latin America and unfavorable currency impacts related to the Brazilian real. The lower growth expectation is driven by reduced planted area, an expected unfavorable shift to soybeans from corn in Latin America, and delays in expected product registrations. In addition, decreases in commodity prices and higher than anticipated industry grain inventories are expected to impact farmers’ income and buying choices resulting in shifts to lower technologies and pricing pressure. The company considered the combination of these factors and the resulting reduction in its forecasted projections for the agriculture reporting unit and determined it was more likely than not that the fair value of the agriculture reporting unit was less than the carrying value, thus requiring the performance of an updated goodwill and intangible asset impairment analysis for the agriculture reporting unit as of September 30, 2018.



(In millions)	Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	56
Operating cash flows from finance leases	$	1
Financing cash flows from finance leases	$	20

The company performed an interim impairment analysis for the agriculture reporting unit using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. The company’s significant estimates in this analysis include, but are not limited to, future cash flow projections, Merger-related cost and growth synergies, the weighted average cost of capital, the terminal growth rate, and the tax rate. The company believes the current assumptions and estimates utilized are both reasonable and appropriate. The key assumption driving the change in fair value was the lower financial projections discussed above. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the company’s estimates. If the company’s ongoing estimates of future cash flows are not met, the company may have to record additional impairment charges in future periods. The company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategy. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Based on the analysis performed, the company determined that the carrying amount of the agriculture reporting unit exceeded its fair value resulting in a pre-tax, non-cash goodwill impairment charge of $4,503 million, reflected in goodwill impairment charge in the company’s interim Consolidated Statements of Operations for the three and nine months ended September 30, 2018. None of the charge was tax-deductible. 18

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

InSupplemental ~~reviewing~~balance ~~the~~sheet ~~indefinite-lived~~information ~~intangible~~related ~~assets, the company also determined that the fair value of certain IPR&D assets had declined as a result of delays in timing of commercialization and increases~~ to ~~expected~~leases ~~R&D~~was ~~costs. The company performed an analysis of the fair value using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy,~~ as ~~described~~follows: in the company’s 2017 Annual Report in Note 1, “Summary of Significant Accounting Policies.” The key assumptions used in the calculation included projected revenue, royalty rates and discount rates. These key assumptions involve management judgment and estimates relating to future operating performance and economic conditions that may differ from actual cash flows. As a result, the company recorded a pre-tax, non-cash intangible asset impairment charge of $85 million ($66 million after tax), which is reflected in restructuring and asset related charges - net, in the company's interim Consolidated Statements of Operations for the three and nine months ended September 30, 2018.

There were no other indicators for the company’s other reporting units that would suggest that it is more likely than not that the fair value is less than its carrying value at September 30, 2018. Due to the carrying value and fair value of these reporting units being equal at the date of the Merger resulting in little, if any, margin of fair value in excess of carrying value, the company believes these reporting units are at risk to have impairment charges in future periods. The company will perform its annual goodwill and intangible asset impairment test in the fourth quarter, which may result in additional impairments.



(In millions)	March 31, 2019
Operating Leases
Operating lease right-of-use assets¹	$	703
Current operating lease liabilities²	213
Noncurrent operating lease liabilities³	494
Total operating lease liabilities	$	707

Finance Leases
Property, plant, and equipment, gross	152
Accumulated depreciation	(38		)
Property, plant, and equipment, net	$	114
Short-term borrowings and finance lease obligations	43
Long-Term Debt	83
Total finance lease liabilities	$	126

~~Other~~1. ~~Intangible~~Included ~~Assets~~in other assets in the interim Condensed Consolidated Balance Sheet.

~~The~~2. ~~gross~~Included ~~carrying~~in ~~amounts~~accrued and ~~accumulated amortization of~~ other ~~intangible~~current ~~assets~~liabilities byin ~~major~~the ~~class~~interim ~~are~~Condensed asConsolidated ~~follows:~~ Balance Sheet.

(In millions)	September 30, 2018							December 31, 2017
	Gross		AccumulatedAmortization			Net		Gross		AccumulatedAmortization			Net
Intangible assets subject to amortization (Definite-lived):
Customer-related	$	9,385	$	(607	)	$	8,778	$	9,502	$	(186	)	$	9,316
Developed technology	4,503		(502		)	4,001		4,364		(144		)	4,220
Trademarks/trade names	1,087		(92		)	995		1,117		(26		)	1,091
Favorable supply contracts	475		(88		)	387		495		(17		)	478
Microbial cell factories	394		(19		)	375		397		(6		)	391
Other1	376		(26		)	350		459		(10		)	449
Total other intangible assets with finite lives	16,220		(1,334		)	14,886		16,334		(389		)	15,945
Intangible assets not subject to amortization (Indefinite-lived):
IPR&D2	545		—			545		660		—			660
Germplasm3	6,265		—			6,265		6,265		—			6,265
Trademarks / trade names	4,758		—			4,758		4,856		—			4,856
Total other intangible assets	11,568		—			11,568		11,781		—			11,781
Total	$	27,788	$	(1,334	)	$	26,454	$	28,115	$	(389	)	$	27,726


3.	Included in other noncurrent obligations in the interim Condensed Consolidated Balance Sheet.

1.Historical ~~Primarily~~DuPont ~~consists~~utilizes ofthe ~~sales~~incremental ~~and~~borrowing ~~farmer~~rate ~~networks,~~in ~~marketing~~determining ~~and~~the ~~manufacturing~~present ~~alliances~~value ~~and~~of ~~noncompetition~~lease ~~agreements~~payments unless the implicit rate is readily determinable.

2. Refer to discussion of interim impairment analysis completed above.



Lease Term and Discount Rate	March 31, 2019
Weighted-average remaining lease term (years)
Operating leases	5.31
Finance leases	2.58
Weighted average discount rate
Operating leases	3.37	%
Finance leases	3.25	%

3.Maturities ~~Germplasm is the pool~~ of ~~genetic~~lease ~~source~~liabilities ~~material~~were ~~and~~as ~~body~~follows: of knowledge gained from the development and delivery stage of plant breeding. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.

The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $307 million and $955 million for the three and nine months ended September 30, 2018, respectively, and $89 million, $31 million, and $139 million for the period September 1 through September 30, 2017, the period July 1 through August 31, 2017, and the period January 1 through August 31, 2017, respectively. The estimated aggregate pre-tax amortization expense from continuing operations for the remainder of 2018 and each of the next five years is approximately $311 million, $1,254 million, $1,244 million, $1,228 million, $1,221 million and $1,207 million, respectively.



Maturity of Lease Liabilities at March 31, 2019	Operating Leases		Finance Leases
(In millions)	Operating Leases		Finance Leases
2019	$	184	$	36
2020	171		30
2021	132		27
2022	107		27
2023	55		9
2024 and thereafter	129		6
Total lease payments	$	778	$	135
Less: Interest	71		9
Present value of lease liabilities	$	707	$	126

2919

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~NOTE~~Future 13minimum -lease ~~SHORT-TERM~~payments ~~BORROWINGS~~for operating leases accounted for under ASC 840, ~~LONG~~"Leases," with remaining non-~~TERM~~cancelable ~~DEBT~~terms ~~AND~~in ~~AVAILABLE~~excess ~~CREDIT~~of ~~FACILITIES~~one year at December 31, 2018 were as follows:



Minimum Lease Commitments at December 31, 2018
(In millions)
2019	$	242
2020	128
2021	90
2022	66
2023	44
2024 and thereafter	85
Total	$	655

NOTE 12 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

Repurchase Facility

In February ~~2018~~2019, the company entered into a new committed receivable repurchase facility of up to $1,300 million (the "~~2018~~2019 Repurchase Facility") which expires in December ~~2018~~2019. From time to time, the company and the banks modify the monthly commitment amounts to better align with working capital requirements. Under the ~~2018~~2019 Repurchase Facility, Historical DuPont may sell a portfolio of available and eligible outstanding agriculture product line customer notes receivables to participating institutions and simultaneously agree to repurchase at a future date. The ~~2018~~2019 Repurchase Facility is considered a secured borrowing with the customer notes receivable inclusive of those that are sold and repurchased, equal to 105 percent of the outstanding amounts borrowed utilized as collateral. Borrowings under the ~~2018~~2019 Repurchase Facility have an interest rate of LIBOR + 0.75 percent.

As of ~~September~~March 3031, ~~2018~~2019, $~~1,366~~20 million of notes receivable, recorded in accounts and notes receivable - net, were pledged as collateral against outstanding borrowings under the ~~2018~~2019 Repurchase Facility of $~~1,300~~19 million, recorded in short-term borrowings and ~~capital~~finance lease obligations on the interim Condensed Consolidated Balance Sheet.

Term Loan and Revolving Credit Facilities

In March 2016, the company entered into a credit agreement that provides for a three-year, senior unsecured term loan facility in the aggregate principal amount of $4,500 million (~~as may be amended, from time to time,~~ the "Term Loan Facility") under which Historical DuPont may make up to seven term loan borrowings and amounts repaid or prepaid are not available for subsequent borrowings. The proceeds from the borrowings under the Term Loan Facility ~~will~~were be used for the company's general corporate purposes including debt repayment, working capital and funding a portion of DowDuPont's costs and expenses. ~~The~~At ~~Term~~March ~~Loan Facility was amended in 2018 to extend the maturity date to June 2020~~31, ~~at which time all outstanding borrowings, including accrued but unpaid interest, become immediately due and payable, and to extend the date on which the commitment to lend terminates to June~~ 2019~~. At September 30~~, ~~2018,~~ the company had made ~~four~~six term loan borrowings in an aggregate principal amount of $23,000 million and had unused commitments of $21,500 million under the Term Loan Facility. See Note 18 for further discussion on the repayment of the term loan in May 2019.

InNOTE ~~2018, the~~13 ~~company~~- ~~also~~COMMITMENTS ~~amended~~AND ~~its~~CONTINGENT ~~$3,000 million revolving credit facility to extend the maturity date to June 2020.~~ LIABILITIES

NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES

Guarantees

Indemnifications

In connection with acquisitions and divestitures as of ~~September~~March 3031, ~~2018~~2019, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. If the indemnified party were to incur a liability or have a liability increase as a result of a successful claim, pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party. The maximum amount of potential future payments is generally unlimited.

Obligations for Equity Affiliates & Others

The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates, and customers. At ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, the company had directly guaranteed $~~282~~239 million and $~~297~~259 million, respectively, of such obligations. These amounts represent the maximum potential amount of future (undiscounted) payments that the company could be required to make under the guarantees. The company would be required to perform on these guarantees in the event of default by the guaranteed party.

The company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees. These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default history for counterparties that do not have published credit ratings. For counterparties without an external rating or available credit history, a cumulative average default rate is used.20

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

InThe ~~certain~~company ~~cases,~~assesses the ~~company~~payment/performance ~~has~~risk ~~recourse~~by toassigning ~~assets~~default ~~held~~rates asbased ~~collateral,~~on asthe ~~well~~duration asof ~~personal~~the guarantees ~~from customers~~. ~~Assuming~~These ~~liquidation,~~default ~~these~~rates ~~assets~~ are ~~estimated~~assigned tobased ~~cover~~on ~~approximately~~the 22external ~~percent~~credit rating of the ~~$75~~counterparty ~~million~~or ofthrough ~~guaranteed~~internal ~~obligations~~credit ofanalysis ~~customers.~~and ~~Set~~historical ~~forth~~default ~~below~~history ~~are~~for ~~the~~counterparties ~~company's~~that ~~guaranteed~~do ~~obligations~~not athave ~~September~~published 30credit ratings. For counterparties without an external rating or available credit history, ~~2018~~a cumulative average default rate is used.

~~The~~In ~~following~~certain ~~tables~~cases, ~~provide~~the acompany ~~summary~~has recourse to assets held as collateral, as well as personal guarantees from customers. Assuming liquidation, these assets are estimated to cover approximately 7 percent of the ~~final~~$73 ~~expiration~~million ~~year~~of ~~and~~guaranteed ~~maximum~~obligations ~~future~~of ~~payments~~customers. ~~for~~Set ~~each~~forth ~~type~~below ofare ~~guarantee:~~the company's guaranteed obligations at March 31, 2019.

Guarantees at September 30, 2018	Final Expiration Year	Maximum Future Payments
(In millions)
Obligations for customers1:
Bank borrowings	2022	$	75
Obligations for non-consolidated affiliates2:
Bank borrowings	2018	166
Residual value guarantees3	2029	41
Total guarantees		$	282

The following table provides a summary of the final expiration year and maximum future payments for each type of guarantee:



Guarantees at March 31, 2019	Final Expiration Year	Maximum Future Payments
(In millions)	Final Expiration Year	Maximum Future Payments
Obligations for customers¹:
Bank borrowings	2022	$	73
Obligations for non-consolidated affiliates²:
Bank borrowings	2019	166
Total guarantees		$	239


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, $72 million had terms less than a year.


2.	Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.

3. The company provides guarantees related to leased assets specifying the residual value that will be available to the lessor at lease termination through sale of the assets to the lessee or third parties.

Litigation

The company is subject to various legal proceedings arising out of the normal course of its current and former business operations, including product liability, intellectual property, commercial, environmental and antitrust lawsuits. It is not possible to predict the outcome of these various proceedings. Although considerable uncertainty exists, management does not anticipate that the ultimate disposition of these matters will have a material adverse effect on the company's results of operations, consolidated financial position or liquidity. However, the ultimate liabilities could be material to results of operations in the period recognized.

PFOA ~~Matters~~Liabilities

Historical DuPont ~~used~~is a party to legal proceedings relating to the use of PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt), asby aits ~~processing~~former ~~aid~~Performance toChemicals ~~manufacture~~segment, ~~some~~which ~~fluoropolymer~~separated ~~resins~~from atHistorical ~~various~~DuPont ~~sites~~in ~~around~~July 2015 through the ~~world~~spin-off ~~including~~of ~~its~~all ~~Washington~~the ~~Works'~~issued ~~plant~~and inoutstanding ~~West~~stock ~~Virginia~~of Chemours. While ~~Pursuant~~it tois reasonably possible that the ~~Chemours~~company ~~Separation~~could ~~Agreement~~incur liabilities related to PFOA, any such liabilities are not expected to be material. As discussed in Note 43 and below, the company is indemnified by Chemours ~~for~~under the ~~PFOA~~Chemours ~~matters~~Separation ~~discussed~~Agreement, ~~below~~as ~~and~~amended. The company has recorded a ~~total~~liability of $22 million and an indemnification asset of $2022 million. at March 31, 2019, primarily related to testing drinking water in and around certain historic company sites and offering treatment or an alternative supply of drinking water if tests indicate the presence of PFOA in drinking water at or greater than the national health advisory level established from time to time by the EPA.

~~U.S.~~Leach ~~Environmental~~Settlement ~~Protection Agency (“EPA")~~ and ~~New~~MDL ~~Jersey Department of Environmental Protection (“NJDEP”)~~ Settlement

Historical DuPont ishas ~~obligated~~residual liabilities under ~~agreements~~its ~~with~~2004 ~~the~~settlement ~~EPA,~~of ~~including~~ a ~~2009~~West ~~consent~~Virginia ~~decree~~state tocourt ~~which~~class ~~Chemours~~action, ~~was~~Leach ~~added~~v. ~~in 2017~~DuPont, ~~and~~which ~~has~~alleged ~~made~~that ~~voluntary~~PFOA ~~commitments~~from toHistorical ~~the~~DuPont’s ~~NJDEP. These~~former ~~obligations~~Washington ~~and~~Works ~~voluntary~~facility ~~commitments~~had ~~include~~contaminated ~~surveying,~~area ~~sampling and testing~~ drinking water insupplies and ~~around~~affected ~~certain~~the ~~company~~health ~~sites~~of ~~and~~area ~~offering~~residents. The ~~treatment~~settlement orclass anhas ~~alternative~~about ~~supply~~80,000 ofmembers. In ~~drinking~~addition ~~water~~to ifrelief ~~tests~~that ~~indicate~~was ~~the~~provided ~~presence~~to ofclass ~~PFOA~~members inyears ~~drinking~~ago, ~~water~~the atsettlement orrequires ~~greater~~Historical ~~than~~DuPont ~~the~~to ~~national~~continue ~~health~~providing ~~advisory~~PFOA ~~level~~water ~~established~~treatment ~~from~~to ~~time~~six toarea ~~time~~water bydistricts ~~the~~and ~~EPA.~~private Atwell ~~September~~users ~~30,~~and ~~2018~~to fund, ~~the~~through ~~company~~an ~~had~~escrow anaccount, ~~accrual~~up ofto $20235 million ~~related~~for toa ~~these~~medical ~~obligations~~monitoring ~~and~~program ~~voluntary~~for ~~commitments~~eligible class members. ~~The~~As ~~company~~of ~~recorded~~March an31, ~~indemnification~~2019, ~~asset~~approximately ~~corresponding~~$2 tomillion had been disbursed from the ~~accrual~~account since its establishment in 2012 and the remaining balance atis ~~September~~approximately ~~30,~~$1 ~~2018~~million.

The Leach vsettlement permits class members to pursue personal injury claims for six health conditions (and no others) that an expert panel appointed under the settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. After the expert panel reported its findings, approximately 3,550 personal injury lawsuits were filed in federal and state courts in Ohio and West Virginia and consolidated in multi-district litigation in the U.S. District Court for the Southern District of Ohio (“MDL”). The MDL was settled in early 2017 for $670.7 million in cash, with Chemours and Historical DuPont (without indemnification from Chemours) each paying half.

In August 2001, a class action, captioned Leach v. DuPont, was filed in West Virginia state court alleging that residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water. A settlement was reached in 2004 that binds approximately 80,000 residents, (the "Leach Settlement"). In addition to paying $23 million to plaintiff’s attorneys for fees and expenses and $70 million to fund a community health project, the company is obligated to fund up to $235 million for a medical monitoring program for eligible class members and to pay administrative costs and fees associated with the program. Since the establishment in 2012 of an escrow account to fund medical monitoring as required by the settlement agreement, approximately $2 million has been contributed to the account and approximately $1 million has been disbursed from the account. The company also must continue to provide water treatment designed to reduce the level of PFOA in water to six area water districts, including the Little Hocking Water Association, and private well users. While it is probable that the company will incur liabilities related to funding the medical monitoring program and providing water treatment, the company does not expect any such liabilities to be material.21

Under the Leach Settlement, the company funded a series of health studies which were completed in October 2012 by an independent science panel of experts (the "C8 Science Panel"). The C8 Science Panel found probable links, as defined in the Leach Settlement, between exposure to PFOA and pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Leach class members may pursue personal injury claims against DuPont only for the six human diseases for which the C8 Science Panel determined a probable link exists. Following the Leach Settlement, approximately 3,550 lawsuits alleging personal injury claims were filed in various federal and state courts in Ohio and West Virginia. These lawsuits were consolidated in multiPost-~~district litigation ("~~MDL") inSettlement ~~the~~PFOA ~~U.S.~~Personal ~~District~~Injury ~~Court for the Southern District of Ohio ("S.D. Ohio").~~ Claims

The MDL ~~Settlement~~settlement did not resolve claims of plaintiffs who did not have claims in the MDL or whose claims are based on diseases first diagnosed after February 11, 2017. At March 31, 2019, approximately 57 lawsuits were pending alleging personal injury, including kidney and testicular cancer, thyroid disease and ulcerative colitis, from exposure to PFOA through air or water, only 3 of which are not part of the MDL or were not otherwise filed on behalf of Leach class members.

InOther ~~the~~PFOA first quarter of 2017, the MDL was settled for $670.7 million in cash (the "MDL Settlement"), half of which was paid by Chemours and half paid by DuPont. The portion paid by DuPont was recorded, for the period January 1 through August 31, 2017, within loss from discontinued operations after income taxes in the interim Consolidated Statements of Operations. In 2017, all payments under the settlement agreement were made by both companies. DuPont’s payment was not subject to indemnification or reimbursement by Chemours. In exchange for that payment, DuPont and Chemours are receiving releases of all claims by the settling plaintiffs. The MDL Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by DuPont or Chemours. All of the MDL plaintiffs participated and resolved their claims within the MDL Settlement.Actions

~~Post~~Historical ~~MDL~~DuPont ~~Settlement~~is a party to other PFOA ~~Personal~~lawsuits ~~Injury~~that ~~Claims~~do not involve claims for personal injury. Chemours, pursuant to the Chemours Separation Agreement, is defending and indemnifying, with reservation, the company in these lawsuits.

~~The~~New ~~MDL~~York. ~~Settlement~~Historical ~~did~~DuPont ~~not~~is ~~resolve~~a ~~claims~~defendant ~~of plaintiffs who did not have claims~~ in ~~the~~about ~~MDL~~52 orlawsuits, ~~whose~~including ~~claims~~a ~~are~~putative ~~based~~class onaction, ~~diseases~~brought ~~first~~by ~~diagnosed~~persons ~~after~~who ~~February~~live ~~11,~~in ~~2017.~~and Ataround ~~September~~Hoosick 30Falls, ~~2018,~~New ~~about~~York. These 35 lawsuits ~~alleging~~assert ~~personal~~claims ~~injury,~~for ~~including~~medical ~~kidney~~monitoring and ~~testicular~~property ~~cancer,~~damage ~~from~~based ~~exposure~~on toalleged PFOA inreleases ~~drinking~~from ~~water~~manufacturing ~~had~~facilities ~~been~~owned ~~filed~~and ~~against~~operated ~~the~~by ~~company~~co-defendants in ~~West~~Hoosick ~~Virginia~~Falls and ~~Ohio. Nearly~~allege ~~all~~that ~~these~~Historical ~~cases~~DuPont ~~are~~and ~~pending~~3M insupplied some of the ~~existing~~materials ~~MDL~~used inat ~~S.D.~~these ~~Ohio~~facilities. ~~The~~ ~~court~~Historical ~~has~~DuPont ~~ordered~~is ~~the~~also ~~parties~~one toof ~~identify~~more 4than ~~cases~~ten ~~each~~defendants ~~and prepare them for trial to begin~~ in ~~October~~a ~~2019. A~~lawsuit ~~case~~brought ~~that~~by ~~has~~the ~~not~~Town ~~been~~of ~~transferred~~East toHampton, ~~the~~New ~~MDL~~York isalleging ~~scheduled~~PFOA ~~for~~and ~~trial~~perfluorooctanesulfonic inacid ~~state~~("PFOS") ~~court~~contamination inof ~~Wood~~the ~~County,~~town’s WVwell ~~in April 2019~~water.

~~In addition, three lawsuits are pending in federal court in~~ New ~~York~~Jersey. onAt ~~behalf~~December of31, ~~five~~2018, ~~individuals~~two ~~who~~lawsuits ~~are~~were ~~residents of Hoosick Falls~~pending, ~~New~~one ~~York.~~brought ~~The~~by ~~plaintiffs~~a ~~claim~~local ~~personal~~water ~~injuries,~~utility ~~including~~and ~~kidney~~the ~~cancer,~~second ~~thyroid~~a ~~disease~~putative ~~and~~class ~~ulcerative colitis~~action, ~~from~~against ~~alleged~~Historical ~~exposure~~DuPont toalleging that PFOA ~~discharged into the air and water~~ from ~~nearby~~Historical ~~manufacturing~~DuPont’s ~~facilities~~former ~~owned~~Chambers ~~and~~Works ~~operated~~facility bycontaminated ~~defendant~~drinking ~~third~~water ~~parties~~sources. The ~~Plaintiffs~~putative ~~claim~~class ~~that~~action ~~PFOA used at the facilities~~ was ~~purchased~~dismissed ~~from~~without orprejudice ~~manufactured~~ by the ~~company and co-defendant, 3M Company~~plaintiffs.

In late March of 2019, the New Jersey State Attorney General (the “NJAG”) filed four lawsuits against the company, Chemours, 3M and others alleging that former Historical DuPont operations at the Chambers Works, Pompton Lakes Works, Parlin and Repauno sites in New Jersey, caused damage to the State’s natural resources. Two of these lawsuits (those involving the Chambers Works and Parlin sites) allege contamination from per- and polyfluoroalkyl substances (“PFAS”). The lawsuit related to Parlin names an additional DowDuPont subsidiary. The Ridgewood Water ~~Utility~~District in New Jersey filed suit in the first quarter 2019 against Historical DuPont alleging losses related to the investigation, remediation and ~~Related~~monitoring ~~Actions~~of polyfluorinated surfactants (“PFS”), including PFOA, in water supplies.

~~Actions~~Alabama. Historical ~~filed~~DuPont byis ~~local~~one ~~water~~of ~~utilities~~more ~~pending~~than thirty defendants in ~~Alabama~~one ~~state~~lawsuit ~~and~~by ~~New~~a ~~Jersey~~local ~~federal~~water ~~court~~utility ~~allege~~alleging contamination from ~~PFOA, and in the case of the Alabama action,~~ perfluorinated chemicals and compounds, ~~including PFOA,~~ (“PFCs”), including PFOA, used inby co-defendant carpet manufacturers’ ~~operations.~~to Inmake ~~February~~their ~~2018,~~products ~~the~~more ~~State~~stain of Ohio filed an action in Ohio state court alleging natural resource damages from historical PFOA emissions from the Washington Works site. The plaintiffs in these actions seek monetary damages, remediation and ~~other~~grease ~~costs/damages~~resistant.

~~While~~Ohio. Historical itDuPont is ~~reasonably~~a ~~possible~~defendant ~~that~~in ~~the~~three ~~company~~lawsuits: ~~could~~an ~~incur~~action ~~liabilities~~by ~~related~~the toState ~~the~~of ~~post~~Ohio ~~MDL~~based ~~Settlement~~on ~~PFOA~~alleged ~~personal~~damage ~~injury~~to ~~claims~~natural ~~and~~resources, ~~the~~a ~~water~~putative ~~utility~~nationwide ~~and~~class ~~related~~action ~~actions~~brought ~~described~~on ~~above,~~behalf ~~any~~of ~~such~~anyone ~~liabilities~~who ~~are~~has ~~not~~detectable ~~expected~~levels toof beperfluorinated ~~material.~~chemicals, ~~Chemours~~including isPFOA, ~~defending~~in their blood, and ~~indemnifying~~an action by the ~~company~~City inof ~~these~~Dayton ~~matters~~claiming inlosses ~~accordance~~related ~~with~~to the ~~amendment~~investigation, toremediation ~~the~~and ~~Chemours~~monitoring ~~Separation~~of ~~Agreement~~PFAS, ~~discussed~~including ~~below~~PFOA, in water supplies.

~~Amendment~~Other. Dozens toof ~~Chemours~~cases ~~Separation~~have ~~Agreement~~been filed against 3M and other defendants primarily alleging property damage from contamination in connection with the use of firefighting foams that contain PFOS. At March 31, 2019, Historical DuPont was named in 4 of these cases. Historical DuPont did not make firefighting foam and has never made or supplied PFOS or products that contained PFOS.

~~Concurrent with the MDL Settlement, DuPont and~~ Chemours ~~amended the Chemours~~ Separation Agreement to provide for a limited sharing of potential future PFOA liabilities (i.e., indemnifiable losses, as defined in the Chemours Separation Agreement) for a period of five years beginning July 6, 2017. During that five-year period, Chemours will annually pay future PFOA liabilities up to $25 million and, if such amount is exceeded, DuPont would pay any excess amount up to the next $25 million (which payment will not be subject to indemnification by Chemours), with Chemours annually bearing any further excess liabilities. After the five-year period, this limited sharing agreement will expire, and Chemours’ indemnification obligations under the Chemours Separation Agreement will continue unchanged. There have been no charges incurred by DuPont under this arrangement through September 30, 2018. Chemours has also agreed that it will not contest its liability to DuPont under the Chemours Separation Agreement for PFOA liabilities on the basis of ostensible defenses generally applicable to the indemnification provisions under the Chemours Separation Agreement, including defenses relating to punitive damages, fines or penalties or attorneys’ fees, and waives any such defenses with respect to PFOA liabilities. Chemours has, however, retained defenses as to whether any particular PFOA claim is within the scope of the indemnification provisions of the Chemours Separation Agreement.Amendment

ItAs isdiscussed ~~possible~~in ~~that~~Note ~~new~~3, ~~lawsuits~~concurrent ~~could~~with bethe ~~filed~~MDL ~~against~~Settlement, Historical DuPont ~~related~~and Chemours amended the Chemours Separation Agreement to provide for a limited sharing of potential future PFOA liabilities for a five-year period that ~~may~~began ~~not~~on beJuly ~~within~~6, 2017. During that five-year period, Chemours will annually pay the ~~scope~~first $25 million of future PFOA liabilities and, if that amount is exceeded, Historical DuPont will pay any excess amount up to the ~~MDL~~next ~~Settlement~~$25 million, with Chemours annually bearing any excess liabilities above that amount. At ~~Any~~the ~~such~~end ~~new~~of ~~litigation~~the ~~would~~five-year beperiod, ~~subject~~this tolimited ~~indemnification~~sharing byagreement will expire, and Chemours’ indemnification obligations under the Chemours Separation Agreement will continue unchanged. As part of this amendment, Chemours also agreed that it would not contest its liability for PFOA liabilities on the basis of certain ostensible defenses it had previously raised, including defenses relating to punitive damages, and would waive any such defenses with respect to PFOA liabilities. Chemours has, however, retained defenses as ~~amended~~to whether any particular PFOA claim is within the scope of the indemnification provisions of the Chemours Separation Agreement.

32There have been no charges incurred by Historical DuPont under this arrangement through March 31, 2019.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Fayetteville Works Facility, North Carolina

Prior to the separation of Chemours, the company introduced GenX as a polymerization processing aid and a replacement for PFOA at the Fayetteville Works facility in Bladen County, North Carolina. The facility is now owned and operated by Chemours, which continues to manufacture and use GenX. In ~~Chemours is responding to ongoing inquiries and investigations from federal~~2017, ~~state~~the ~~and~~facility ~~local~~became ~~investigators, regulators~~ and ~~other~~continues ~~governmental~~to ~~authorities~~be ~~as well as inquiries from~~ the ~~media~~subject ~~and~~of ~~local community stakeholders. These~~ inquiries and government investigations ~~involve~~relating to the alleged discharge of GenX and certain similar compounds ~~from~~into the ~~Chemours’~~air ~~facility~~and ~~at Fayetteville Works into the~~ Cape Fear River ~~in Bladen County, North Carolina~~.

In August 2017, the U.S. Attorney’s Office for the Eastern District of North Carolina served the company with a grand jury subpoena for testimony and ~~the production of~~ documents related to ~~alleged~~these discharges ~~of GenX from the Fayetteville Works facility into the Cape Fear River~~. Historical DuPont ~~has~~was ~~been~~ served with additional subpoenas relating to the same issue and in the second quarter 2018, received a subpoena expanding the scope to any PFCs discharged from the Fayetteville Works facility into the Cape Fear River. It is possible that these ongoing inquiries and investigations, including the grand jury subpoena, could result in penalties or sanctions, or that additional litigation will be instituted against Chemours, ~~and/or~~ the company, or both.

At ~~September~~March 3031, ~~2018~~2019, several actions are pending in federal court against Chemours and the company. ~~These~~One ~~actions~~of ~~have~~these ~~been~~actions ~~consolidated~~is ~~into~~ a ~~single~~consolidated ~~purported~~putative class action, that asserts claims for medical monitoring and property damage on behalf of putative classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River. ~~These~~Another ~~actions~~action ~~relate~~is toa ~~the~~consolidated ~~alleged~~action ~~discharge~~brought of certain PFCs into the river from the operations and wastewater treatment at the Fayetteville Works facility and seek various relief including medical monitoring, property damages and injunctive relief. Separate actions filed by ~~the~~ various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, ~~North~~that ~~Carolina, have been consolidated into one action for purposes of litigation and~~ seek actual and punitive damages as well as injunctive relief. In addition, an action ~~remains~~is pending in North Carolina state court on behalf of about 100 plaintiffs who own wells and property near the Fayetteville Works facility. The plaintiffs seek damages for nuisance allegedly caused by releases of certain PFCs from the site.

While it is reasonably possible that the company could incur liabilities related to the actions described above, any such liabilities are not expected to be material.

The company has an indemnification claim against Chemours with respect to current and future inquiries and claims, including lawsuits, related to the foregoing. At ~~September~~March 3031, ~~2018~~2019, Chemours, with reservations, is defending and indemnifying the company in the pending civil actions.

Environmental

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. At ~~September~~March 3031, ~~2018~~2019, the company had accrued obligations of $~~417~~384 million for probable environmental remediation and restoration costs, including $5854 million for the remediation of Superfund sites. These obligations are included in accrued and other current liabilities and other noncurrent obligations in the interim Condensed Consolidated Balance Sheets. This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to $~~825~~790 million above the amount accrued at ~~September~~March 3031, ~~2018~~2019. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the company’s results of operations, financial condition and cash flows. It is the opinion of the company’s management, however, that the possibility is remote that costs in excess of the range disclosed will have a material impact on the company’s results of operations, financial condition or cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration.

Pursuant to the Chemours Separation Agreement, the company is indemnified by Chemours for certain environmental matters, included in the liability of $~~417~~384 million, that have an estimated liability of $~~228~~185 million as of ~~September~~March 3031, ~~2018~~2019, and a potential exposure that ranges up to approximately $~~395~~355 million above the amount accrued. As such, the company has recorded an indemnification asset of $~~228~~185 million corresponding to the company’s accrual balance related to these matters at ~~September~~March 3031, ~~2018~~2019, including $3935 million related to the Superfund sites.

3323

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1514 - STOCKHOLDERS' EQUITY

Other Comprehensive (Loss) Income

The changes and after-tax balances of components comprising accumulated other comprehensive (loss) income are summarized below:

(In millions)	Cumulative Translation Adjustment1			Derivative Instruments			Pension Benefit Plans			Other Benefit Plans			~~Unrealized Gain (Loss) on Investments~~Total			~~Total~~
2017
2018
Balance January 1, 2017 (Predecessor)	$	(2,843	)	$	7		$	(6,720	)	$	(357	)	$	2		$	(9,911	)
Balance January 1, 2018	$	(454	)	$	(2	)	$	128		$	(53	)	$	(381	)
Other comprehensive income (loss) before reclassifications	1,042			3			(78		)	—			1			968
Other comprehensive income before reclassifications	957			12			4			—			973
Amounts reclassified from accumulated other comprehensive (loss) income	—			(13		)	325			10			(1		)	321
Amounts reclassified from accumulated other comprehensive loss	—			(1		)	—			—			(1		)
Net other comprehensive income (loss)	1,042			(10		)	247			10			—			1,289
Net other comprehensive income	957			11			4			—			972
Balance August 31, 2017 (Predecessor)	$	(1,801	)	$	(3	)	$	(6,473	)	$	(347	)	$	2		$	(8,622	)
Balance March 31, 2018	$	503		$	9		$	132		$	(53	)	$	591
Balance September 1, 2017 (Successor)2	$	—		$	—		$	—		$	—		$	—		$	—
2019
Other comprehensive loss before reclassifications	(572		)	—			—			—			—			(572		)
Balance January 1, 2019	$	(1,966	)	$	(26	)	$	(590	)	$	79		$	(2,503	)
Net other comprehensive loss	(572		)	—			—			—			—			(572		)
Other comprehensive (loss) income before reclassifications	(68		)	4			(7		)	—			(71		)
Balance September 30, 2017 (Successor)	$	(572	)	$	—		$	—		$	—		$	—		$	(572	)
Amounts reclassified from accumulated other comprehensive (loss) income	—			(3		)	1			—			(2		)
2018
Net other comprehensive (loss) income	(68		)	1			(6		)	—			(73		)
Balance January 1, 2018 (Successor)	$	(454	)	$	(2	)	$	128		$	(53	)	$	—		$	(381	)
Balance March 31, 2019	$	(2,034	)	$	(25	)	$	(596	)	$	79		$	(2,576	)
Other comprehensive (loss) income before reclassifications	(1,042		)	(3		)	14			—			—			(1,031		)
Amounts reclassified from accumulated other comprehensive (loss) income	—			(5		)	(3		)	—			—			(8		)
Net other comprehensive (loss) income	(1,042		)	(8		)	11			—			—			(1,039		)
Balance September 30, 2018 (Successor)	$	(1,496	)	$	(10	)	$	139		$	(53	)	$	—		$	(1,420	)

1. The cumulative translation adjustment gain for the ~~period~~three ~~January~~months 1ended ~~through~~March ~~August~~ 31, ~~2017~~2018 iswas primarily driven by the weakening of the U.S. Dollar ("USD") against the European Euro ("EUR")~~. The currency translation loss for the period September 1 through September 30~~, ~~2017~~as iswell ~~primarily~~as ~~driven by~~ the ~~modest~~Danish ~~strengthening of the USD against the EUR~~Kroner. The ~~currency~~cumulative ~~transaction~~translation adjustment loss for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 was primarily driven by ~~the~~ strengthening of the USD against the EUR and the Brazilian ~~real ("BRL")~~Real.

2.The Intax ~~connection~~expense ~~with~~on the ~~Merger, previously unrecognized prior service benefits and~~ net ~~losses~~activity related to ~~DuPont's~~each ~~pension~~component ~~and~~of other ~~post~~comprehensive ~~employment~~loss ~~benefit~~was ~~("OPEB") plans were eliminated~~ as ~~a result of reflecting the balance sheet at fair value as of the date of the Merger. See Note 3 and 16 for further information regarding the Merger and pension and OPEB plans, respectively.~~follows:

The tax expense on the net activity related to each component of other comprehensive (loss) income was as follows:



(In millions)	Three Months Ended March 31,
	2019			2018
Derivative instruments	$	(3	)	$	(4	)
Pension benefit plans - net	(7		)	(2		)
Provision for income taxes related to other comprehensive loss items	$	(10	)	$	(6	)

	Successor					Predecessor
(In millions)	Three Months EndedSeptember 30, 2018			For the Period September 1 - September 30, 2017		For the PeriodJuly 1 - August 31, 2017
Derivative instruments	$	1		$	—	$	—
Pension benefit plans - net	(1		)	—		(31		)
Other benefit plans - net	—			—		(1		)
Provision for income taxes related to other comprehensive (loss) income items	$	—		$	—	$	(32	)

A summary of the reclassifications out of accumulated other comprehensive loss is provided as follows:



(In millions)	Three Months Ended March 31,						Income Classification
	2019			2018			Income Classification
Derivative Instruments:	$	(4	)	$	(1	)	(1)
Tax expense	1			—			(2)
After-tax	$	(3	)	$	(1	)
Amortization of pension benefit plans:
Actuarial losses	1			—			(3)
Total before tax	$	1		$	—
Tax benefit	—			—			(2)
After-tax	$	1		$	—
Total reclassifications for the period, after-tax	$	(2	)	$	(1	)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	Successor					Predecessor
(In millions)	Nine Months EndedSeptember 30, 2018			For the Period September 1 - September 30, 2017		For the Period January 1 - August 31, 2017
Derivative instruments	$	2		$	—	$	6
Pension benefit plans - net	(3		)	—		(145		)
Other benefit plans - net	—			—		(5		)
Provision for income taxes related to other comprehensive (loss) income items	$	(1	)	$	—	$	(144	)

A summary of the reclassifications out of accumulated other comprehensive (loss) income is provided as follows:

	Successor					Predecessor			Income Classification
(In millions)	Three Months EndedSeptember 30, 2018			For the Period September 1 - September 30, 2017		For the PeriodJuly 1 - August 31, 2017
Derivative Instruments:	$	1		$	—	$	—		(1)
Tax expense	(1		)	—		—			(2)
After-tax	$	—		$	—	$	—
Amortization of pension benefit plans:
Prior service benefit	—			—		(1		)	(3)
Actuarial losses	—			—		127			(3)
Settlement gain	(1		)	—		—			(3)
Total before tax	$	(1	)	$	—	$	126
Tax benefit	—			—		(45		)	(2)
After-tax	$	(1	)	$	—	$	81
Amortization of other benefit plans:
Prior service benefit	—			—		(11		)	(3)
Actuarial losses	—			—		15			(3)
Total before tax	$	—		$	—	$	4
Tax benefit	—			—		(1		)	(2)
After-tax	$	—		$	—	$	3
Total reclassifications for the period, after-tax	$	(1	)	$	—	$	84


^1.	Cost of goods sold.


^2.	Provision for income taxes from continuing operations.

3. These accumulated other comprehensive (loss) ~~income~~ components are included in the computation of net periodic benefit (credit) cost of the company's pension and other benefit plans. See Note 1615 for additional information.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	Successor					Predecessor			Income Classification
(In millions)	Nine Months EndedSeptember 30, 2018			For the Period September 1 - September 30, 2017		For the Period January 1 - August 31, 2017
Derivative Instruments:	$	(6	)	$	—	$	(21	)	(1)
Tax expense	1			—		8			(2)
After-tax	$	(5	)	$	—	$	(13	)
Amortization of pension benefit plans:
Prior service benefit	—			—		(3		)	(3)
Actuarial (gain) loss	(1		)	—		506			(3)
Settlement gain	(2		)	—		—			(3)
Total before tax	$	(3	)	$	—	$	503
Tax benefit	—			—		(178		)	(2)
After-tax	$	(3	)	$	—	$	325
Amortization of other benefit plans:
Prior service benefit	—			—		(46		)	(3)
Actuarial losses	—			—		61			(3)
Total before tax	$	—		$	—	$	15
Tax benefit	—			—		(5		)	(2)
After-tax	$	—		$	—	$	10
Net realized losses on investments, before tax:	—			—		(1		)	(4)
Tax expense	—			—		—			(2)
After-tax	$	—		$	—	$	(1	)
Total reclassifications for the period, after-tax	$	(8	)	$	—	$	321

NOTE 15 - PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS

1. Cost of goods sold.

2. Provision for income taxes from continuing operations.

3. These accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit (credit) cost of the company's pension and other benefit plans. See Note 16 for additional information.

4. Sundry income (expense) - net.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 16 - PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS

During the period January 1 through August 31, 2017, the company made contributions of $2,900 million to its principal U.S. pension plan funded through a debt offering in May of 2017; short-term borrowings, including commercial paper issuance; and cash. The company made a discretionary contribution of $1,100 million in the third quarter of 2018 to its principal U.S. pension plan and increased its total 2018 estimated pension contributions to approximately $1,300 million, of which $1,266 million had been contributed through September 30, 2018.

The following sets forth the components of the company's net periodic benefit (credit) cost for defined benefit pension plans and other post employment benefits:

	Successor						Predecessor
	Three Months Ended March 31,
(In millions)	~~Three Months EndedSeptember 30, 2018~~2019			~~For the Period September 1 - September 30, 2017~~2018			~~For the PeriodJuly 1 - August 31, 2017~~
Defined Benefit Pension Plans:
Service cost	$	3219		$	1234		$	25
Interest cost	~~186~~206			62190			~~132~~
Expected return on plan assets	(~~299~~296		)	(~~102~~303		)	~~(207~~		)
Amortization of unrecognized loss	—1			—			~~127~~
Amortization of prior service benefit	—			—			(1		)
Net periodic benefit credit	$	(70	)	$	(79	)
Curtailment/settlement loss	2			—			—
Other Post Employment Benefits:
Net periodic benefit (credit) cost - Total	$	(79	)	$	(28	)	$	76
Service cost	$	2		$	2
Less: Discontinued operations	—			—			1
Interest cost	23			21
Net periodic benefit (credit) cost - Continuing operations	$	(79	)	$	(28	)	$	75
Net periodic benefit cost	$	25		$	23
Other Post Employment Benefits:
Service cost	$	3		$	1		$	2
Interest cost	20			6			15
Amortization of unrecognized loss	—			—			15
Amortization of prior service benefit	—			—			(11		)
Net periodic benefit cost - Continuing operations	$	23		$	7		$	21

37NOTE 16 - FINANCIAL INSTRUMENTS

~~Table~~At March 31, 2019, the company had $2,750 million ($3,551 million at December 31, 2018) of ~~Contents~~held-to-maturity securities (primarily time deposits and money market funds) classified as cash equivalents, as these securities had maturities of three months or less at the time of purchase; and $18 million ($34 million at December 31, 2018) of held-to-maturity securities (primarily time deposits) classified as marketable securities as these securities had maturities of more than three months to less than one year at the time of purchase. The company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value. These securities are included in cash and cash equivalents, marketable securities, and other current assets in the Consolidated Balance Sheets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	Successor						Predecessor
(In millions)	Nine Months Ended September 30, 2018			For the Period September 1 - September 30, 2017			For the PeriodJanuary 1 - August 31, 2017
Defined Benefit Pension Plans:
Service cost	$	99		$	12		$	92
Interest cost	565			62			524
Expected return on plan assets	(903		)	(102		)	(824		)
Amortization of unrecognized (gain) loss	(1		)	—			506
Amortization of prior service benefit	—			—			(3		)
Curtailment/settlement gain	(2		)	—			—
Net periodic benefit (credit) cost - Total	$	(242	)	$	(28	)	$	295
Less: Discontinued operations	—			—			3
Net periodic benefit (credit) cost - Continuing operations	$	(242	)	$	(28	)	$	292
Other Post Employment Benefits:
Service cost	$	7		$	1		$	6
Interest cost	63			6			60
Amortization of unrecognized loss	—			—			61
Amortization of prior service benefit	—			—			(46		)
Net periodic benefit cost - Continuing operations	$	70		$	7		$	81

In accordance with adopted ASU No. 2017-07, service costs are included in cost of goods sold, research and development expense and selling, general and administrative expenses in the interim Consolidated Statements of Operations. Non-service related components of net periodic benefit (credit) cost are included in sundry income (expense) - net in the interim Consolidated Statements of Operations. See Notes 1, 2 and 8 for additional information.

NOTE 17 - FINANCIAL INSTRUMENTS

At September 30, 2018, the company had $2,641 million ($5,205 million at December 31, 2017) of held-to-maturity securities (primarily time deposits and money market funds) classified as cash equivalents, as these securities had maturities of three months or less at the time of purchase; and $264 million ($952 million at December 31, 2017) of held-to-maturity securities (primarily time deposits) classified as marketable securities as these securities had maturities of more than three months to less than one year at the time of purchase. The company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value. These securities are included in cash and cash equivalents, marketable securities, and other current assets in the consolidated balance sheets.

Derivative Instruments

Objectives and Strategies for Holding Derivative Instruments

In the ordinary course of business, the company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks. The company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.

Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps. The company has not designated any non-derivatives as hedging instruments.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The company is exposed to credit loss in the event of nonperformance by these counterparties. The company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.

The notional amounts of the company's derivative instruments were as follows:

Notional Amounts(In millions)	~~September~~March 3031, ~~2018~~2019		December 31, ~~2017~~2018
Derivatives designated as hedging instruments:
Commodity contracts	$	~~125~~351	$	~~587~~525
Derivatives not designated as hedging instruments:
Foreign currency contracts	$	31,~~159~~442	$	32,~~922~~057
Commodity contracts	$	12125	$	69

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Foreign Currency Risk

The company's objective in managing exposure to foreign currency fluctuations is to reduce earnings and cash flow volatility associated with foreign currency rate changes. Accordingly, the company enters into various contracts that change in value as foreign exchange rates change to protect the value of its existing foreign currency-denominated assets, liabilities, commitments and cash flows.

The company routinely uses forward exchange contracts to offset its net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of its operations. The primary business objective of this hedging program is to maintain an approximately balanced position in foreign currencies so that exchange gains and losses resulting from exchange rate changes, after related tax effects, are minimized. The company also uses foreign currency exchange contracts to offset a portion of the company's exposure to certain foreign currency-denominated revenues so that gains and losses on these contracts offset changes in the USD value of the related foreign currency-denominated revenues. The objective of the hedge program is to reduce earnings and cash flow volatility related to changes in foreign currency exchange rates.

Commodity Price Risk

Commodity price risk management programs serve to reduce exposure to price fluctuations on purchases of inventory such as corn, soybeans, soybean oil and soybean meal. The company enters into over-the-counter and exchange-traded derivative commodity instruments to hedge the commodity price risk associated with agricultural commodity exposures.

Derivatives Designated as Cash Flow Hedges

Commodity Contracts

The company enters into over-the-counter and exchange-traded derivative commodity instruments, including options, futures and swaps, to hedge the commodity price risk associated with agriculture commodity exposures.

While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two-year period. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction is not probable of occurring.

39The following table summarizes the after-tax effect of cash flow hedges on accumulated other comprehensive loss:

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	Three Months Ended March 31,
(In millions)	2019			2018
Beginning balance	$	(26	)	$	(2	)
Additions and revaluations of derivatives designated as cash flow hedges	4			12
Clearance of hedge results to earnings	(3		)	(1		)
Ending balance	$	(25	)	$	9

~~NOTES~~At TOMarch ~~THE~~31, ~~CONSOLIDATED~~2019, ~~FINANCIAL~~an ~~STATEMENTS~~after-tax ~~(UNAUDITED)~~net loss of $10 million is expected to be reclassified from accumulated other comprehensive loss into earnings over the next twelve months.

The following tables summarize the after-tax effect of cash flow hedges on accumulated other comprehensive loss:

	Successor					Predecessor
(In millions)	Three Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017		For the PeriodJuly 1 - August 31, 2017
Beginning balance	$	(7	)	$	—	$	(4	)
Additions and revaluations of derivatives designated as cash flow hedges	(3		)	—		1
Ending balance	$	(10	)	$	—	$	(3	)

	Successor					Predecessor
(In millions)	Nine Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017		For the PeriodJanuary 1 - August 31, 2017
Beginning balance	$	(2	)	$	—	$	7
Additions and revaluations of derivatives designated as cash flow hedges	(3		)	—		3
Clearance of hedge results to earnings	(5		)	—		(13		)
Ending balance	$	(10	)	$	—	$	(3	)

At September 30, 2018, an after-tax net loss of $9 million is expected to be reclassified from accumulated other comprehensive loss into earnings over the next twelve months.

Derivatives not Designated in Hedging Relationships

Foreign Currency Contracts

The company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The company also uses foreign currency exchange contracts to offset a portion of the company's exposure to certain foreign currency-denominated revenues so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated revenues.

Commodity Contracts

The company utilizes options, futures and swaps that are not designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of inventory such as corn, soybeans, soybean oil and soybean meal.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Fair Value of Derivative Instruments

Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the interim Condensed Consolidated Balance Sheets. The presentation of the company's derivative assets and liabilities is as follows:

		September 30, 2018
		March 31, 2019
(In millions)	Balance Sheet Location	Gross		Counterparty and Cash Collateral Netting1			Net Amounts Included in the Interim Condensed Consolidated Balance Sheet
Asset derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	$	5558	$	(3916	)	$	1642
Total asset derivatives		$	5558	$	(3916	)	$	1642
Liability derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Accrued and other current liabilities	$	5417	$	(1814	)	$	363
Total liability derivatives		$	5417	$	(1814	)	$	363



		December 31, 2018
(In millions)	Balance Sheet Location	Gross		Counterparty and Cash Collateral Netting¹			Net Amounts Included in the Interim Condensed 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.

		December 31, 2017
(In millions)	Balance Sheet Location	Gross		Counterparty and Cash Collateral Netting1			Net Amounts Included in the Condensed Consolidated Balance Sheet
Asset derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	$	46	$	(37	)	$	9
Total asset derivatives		$	46	$	(37	)	$	9
Liability derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Accrued and other current liabilities	$	79	$	(32	)	$	47
Total liability derivatives		$	79	$	(32	)	$	47

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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Effect of Derivative Instruments

	Amount of (Loss) Gain Recognized in OCI1 - Pre-Tax
	Amount of Gain Recognized in OCI1 - Pre-Tax
	Successor					Predecessor
	Three Months Ended March 31,
(In millions)	~~Three Months Ended September 30, 2018~~2019			~~For the PeriodSeptember 1 - September 30, 2017~~2018		~~For the PeriodJuly 1 - August 31, 2017~~
Derivatives designated as hedging instruments:
Cash flow hedges:
Commodity contracts	$	(58	)	$	—16	$	1
Total derivatives designated as hedging instruments	(58		)	—16		1
Total derivatives	$	(58	)	$	—16	$	1

1. OCI is defined as other comprehensive ~~income~~ (loss) income.

	Amount of (Loss) Gain Recognized in OCI1 - Pre-Tax
	Amount of Gain (Loss) Recognized in Income - Pre-Tax1
	Successor						Predecessor
(In millions)	Three Months Ended March 31,
(In millions)	Nine Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the PeriodJanuary 1 - August 31, 2017
	2019			2018
Derivatives designated as hedging instruments:
Cash flow hedges:
Commodity contracts	$	(4	)	$	—		$	5
Commodity contracts2	$	4		$	1
Total derivatives designated as hedging instruments	(4		)	—1			5
Total derivatives	$	(4	)	$	—		$	5
Derivatives not designated as hedging instruments:
Foreign currency contracts3	(9		)	(181		)
Commodity contracts2	7			(3		)
Total derivatives not designated as hedging instruments	(2		)	(184		)
Total derivatives	$	2		$	(183	)

1. OCI is defined as other comprehensive income (loss).

	Amount of Gain (Loss) Recognized in Income - Pre-Tax1
	Successor					Predecessor
(In millions)	Three Months Ended September 30, 2018			For the PeriodSeptember 1 - September 30, 2017		For the PeriodJuly 1 - August 31, 2017
Derivatives designated as hedging instruments:
Cash flow hedges:
Commodity contracts2	$	(1	)	$	—	$	—
Total derivatives designated as hedging instruments	(1		)	—		—
Derivatives not designated as hedging instruments:
Foreign currency contracts3	31			112		(260		)
Commodity contracts2	—			—		2
Total derivatives not designated as hedging instruments	31			112		(258		)
Total derivatives	$	30		$	112	$	(258	)


^1.	For cash flow hedges, this represents the portion of the gain (loss) reclassified from accumulated OCI into income during the period.


^2.	Recorded in cost of goods sold.

3. Gain recognized in sundry income ~~(expense)~~ - net was partially offset by the related gain on the foreign currency-denominated monetary assets and liabilities of the company's operations. See Note 87 for additional information.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	Amount of Gain (Loss) Recognized in Income - Pre-Tax1
	Successor				Predecessor
(In millions)	Nine Months Ended September 30, 2018		For the PeriodSeptember 1 - September 30, 2017		For the PeriodJanuary 1 - August 31, 2017
Derivatives designated as hedging instruments:
Cash flow hedges:
Commodity contracts2	$	6	$	—	$	21
Total derivatives designated as hedging instruments	6		—		21
Derivatives not designated as hedging instruments:
Foreign currency contracts3	27		112		(431		)
Commodity contracts2	5		—		2
Total derivatives not designated as hedging instruments	32		112		(429		)
Total derivatives	$	38	$	112	$	(408	)

NOTE 17 - FAIR VALUE MEASUREMENTS

1.The ~~For~~following ~~cash~~tables ~~flow~~summarize ~~hedges, this represents~~ the ~~portion~~basis ofused ~~the~~to ~~gain~~measure ~~(loss)~~certain ~~reclassified~~assets ~~from~~and ~~accumulated~~liabilities ~~OCI~~at ~~into~~fair ~~income~~value ~~during~~on ~~the~~a ~~period.~~recurring basis:

2. Recorded in cost of goods sold.



March 31, 2019	Significant Other Observable Inputs (Level 2)
(In millions)	Significant Other Observable Inputs (Level 2)
Assets at fair value:
Cash equivalents and restricted cash equivalents¹	$	2,750
Marketable securities	18
Derivatives relating to:²
Foreign currency	58
Total assets at fair value	$	2,826
Liabilities at fair value:
Long-term debt	$	6,865
Derivatives relating to:²
Foreign currency	17
Total liabilities at fair value	$	6,882

3. Gain recognized in sundry income (expense) - net was partially offset by the related gain on the foreign currency-denominated monetary assets and liabilities of the company's operations. See Note 8 for additional information.



December 31, 2018	Significant Other Observable Inputs (Level 2)
(In millions)	Significant Other Observable Inputs (Level 2)
Assets at fair value:
Cash equivalents and restricted cash equivalents¹	$	3,551
Marketable securities	34
Derivatives relating to:²
Foreign currency	72
Total assets at fair value	$	3,657
Liabilities at fair value:
Long-term debt	$	6,100
Derivatives relating to:²
Foreign currency	21
Total liabilities at fair value	$	6,121

NOTE 18 - FAIR VALUE MEASUREMENTS

The following tables summarize the bases used to measure certain assets and liabilities at fair value on a recurring basis:

September 30, 2018	Significant Other Observable Inputs (Level 2)
(In millions)
Assets at fair value:
Cash equivalents and restricted cash equivalents1	$	2,641
Marketable securities	264
Derivatives relating to:2
Foreign currency	55
Total assets at fair value	$	2,960
Liabilities at fair value:
Long-term debt	$	10,388
Derivatives relating to:2
Foreign currency	54
Total liabilities at fair value	$	10,442


1.	Time deposits included in cash and cash equivalents and money market funds included in other current assets in the interim Condensed Consolidated Balance Sheets are held at amortized cost, which approximates fair value.

2. See Note 1716 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.

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December 31, 2017	Significant Other Observable Inputs (Level 2)
(In millions)
Assets at fair value:
Cash equivalents and restricted cash equivalents1	$	5,205
Marketable securities	952
Derivatives relating to:2
Foreign currency	46
Total assets at fair value	$	6,203
Liabilities at fair value:
Long-term debt	$	11,560
Derivatives relating to:2
Foreign currency	79
Total liabilities at fair value	$	11,639

NOTE 18 - SUBSEQUENT EVENTS

1.Intended ~~Time~~Business deposits included in cash and cash equivalents and money market funds included in other current assets in the interim Condensed Consolidated Balance Sheets are held at amortized cost, which approximates fair value.Separations

2.Prior ~~See~~to ~~Note~~the 17Dow ~~for~~Distribution, Historical Dow conveyed or transferred the ~~classification~~assets ofand ~~derivatives~~liabilities inaligned with Historical Dow’s agriculture business to separate legal entities (“DAS”) and the ~~interim~~assets ~~Condensed~~and ~~Consolidated~~liabilities ~~Balance~~associated ~~Sheets~~with its specialty products business to separate legal entities (the “SP Entities”). On April 1, 2019, DAS and the SP Entities were transferred and conveyed to DowDuPont.

~~Fair~~In ~~Value~~furtherance ~~Measurements~~of onthe Intended Business Separations, the company engaged in a ~~Nonrecurring~~series ~~Basis~~of internal reorganization and realignment steps (the “Internal Reorganization”) to realign its businesses into three subgroups: agriculture, materials science and specialty products. As part of the Internal Reorganization:

~~The~~• ~~following~~the ~~table~~assets ~~summarizes~~and liabilities aligned with the ~~bases~~company’s ~~used~~materials science business, including Historical DuPont’s ethylene and ethylene copolymers business, excluding its ethylene acrylic elastomers business, (“ECP”) were transferred or conveyed to ~~measure~~separate ~~certain~~legal ~~assets~~entities at(the ~~fair~~“Materials ~~value~~Science onEntities”) athat ~~nonrecurring~~were ~~basis:~~ultimately conveyed by DowDuPont to Dow;

Basis of Fair Value Measurements on a Nonrecurring Basis at September 30	Significant Other Unobservable Inputs (Level 3)		Total Losses
(In millions)
2018
Assets at fair value:
Investment in nonconsolidated affiliates	$	51	$	(41	)
Other intangible assets	$	450	$	(85	)


•	the assets and liabilities aligned with the company’s specialty products business were transferred or conveyed to separate legal entities (“Specialty Products Entities”);

~~With~~• ~~the~~on ~~exception~~April ~~of the goodwill~~1, ~~indefinite-lived intangible asset~~2019, ~~and~~Historical ~~investment~~DuPont intransferred ~~nonconsolidated affiliates impairment charges there were no other non-recurring fair value adjustments recorded during the three~~ and ~~nine~~conveyed ~~months~~its ~~ended~~Materials ~~September~~Science ~~30,~~Entities ~~2018~~to ~~and 2017. See Notes 6 and 12 for further discussion of these fair value measurements.~~DowDuPont;

44• on May 1, 2019, Historical DuPont distributed its Special Products Entities to DowDuPont; and


•	on May 2, 2019, DowDuPont conveyed DAS to the company; in connection with the foregoing, the company issued additional shares of its Common Stock to DowDuPont.

As a result of the foregoing, at May 2, 2019, the company holds all or substantially all the assets and liabilities associated with DowDuPont’s combined agriculture business.

Beginning in the second quarter of 2019, ECP’s financial results for periods prior to April 1, 2019 will be reflected in Historical DuPont's Consolidated Financial Statements as a discontinued operation. Historical DuPont’s specialty products businesses financial results for periods prior to May 1, 2019, will also be reflected in the company’s Consolidated Financial Statements as a discontinued operation beginning in the second quarter of 2019.

The transfer or conveyance of DAS to Historical DuPont will be treated as a transfer of entities under common control. As such, Historical DuPont will record the assets, liabilities, and equity of DAS on its balance sheet at their historical basis. Transfers of businesses between entities under common control requires the financial statements to be presented as if the transaction had occurred at the point at which common control first existed (the "Effective Time of the Merger"). Beginning in the second quarter of 2019, Historical DuPont’s historical financial statements and related notes will be revised to include the historical balances of DAS as of September 1, 2017.

Separation Agreements

In connection with the Dow Distribution and the intended Corteva Distribution, DowDuPont has entered into or will enter into certain agreements that will effect the separation, provide for the allocation of DowDuPont’s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among DowDuPont, Dow, and Corteva (together, the “Parties” and each a “Party”) , and provide a framework for DowDuPont’s relationship with Dow and Corteva following the separations and Distributions. Effective April 1, 2019, the Parties entered into the following agreements:

•

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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


•	Employee Matters Agreement - The Parties entered into an agreement that identifies employees and employee-related liabilities (and attributable assets) to be allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments will occur.

•

Intellectual Property Cross-License Agreements - Dow and Corteva entered into an Intellectual Property Cross-License Agreement (the “Dow-Corteva IP Cross-License Agreement”). The Intellectual Property Cross-License Agreements set forth the terms and conditions under which the applicable Parties may use in their respective businesses, following each of the Distributions, certain know-how (including trade secrets), copyrights, and software, and certain patents and standards, allocated to another Party pursuant to the Separation and Distribution Agreement.

In connection with the intended Corteva Distribution, DowDuPont expects to enter into additional agreements, including an intellectual property cross-license agreement with Corteva. This agreement will set forth the terms and conditions under which DowDuPont and Corteva may use, in their respective businesses following the Corteva Distribution, certain know-how (including trade secrets), copyrights, and software, and certain patents and standards, allocated to another Party pursuant to the Separation and Distribution Agreement.

Debt Redemptions/Repayments

On March 22, 2019, Historical DuPont issued notices of redemption in full of all of its outstanding notes (the “Make Whole Notes”) listed in the table below:



(in millions)	Amount
4.625% Notes due 2020	$	474
3.625% Notes due 2021	296
4.250% Notes due 2021	163
2.800% Notes due 2023	381
6.500% Debentures due 2028	57
5.600% Senior Notes due 2036	42
4.900% Notes due 2041	48
4.150% Notes due 2043	69
Total	$	1,530

The Make Whole Notes were redeemed on April 22, 2019 at the make-whole redemption prices set forth in the respective Make Whole Notes. On and after the date of redemption, the Make Whole Notes were no longer deemed outstanding, interest on the Make Whole Notes ceased to accrue and all rights of the holders of the Make Whole Notes were terminated.

On May 2, 2019 Historical DuPont terminated its Term Loan Facility and repaid the aggregate outstanding principal amount of $3 billion plus accrued and unpaid interest through and including May 1, 2019.

In connection with the foregoing, Historical DuPont paid a total of $4.6 billion, which included breakage fees and accrued and unpaid interest on the Make Whole Notes and Term Loan Facility. The company funded the payments with cash from operations and a related party revolving loan of $4.1 billion from Corteva, Inc. with an interest rate of 4.275%, repayable in 5 years. Corteva, Inc. funded its loan to the company with contributions from DowDuPont.

Historical DuPont anticipates the loss on the early extinguishment of debt to be approximately $18 million related to the difference between the redemption price and the par value of the Make Whole Notes and Term Loan Facility, partially offset by the write-off of unamortized step-up related to the fair value step-up of Historical DuPont’s debt.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On May 7, 2019, DowDuPont publicly announced the record date in connection with the intended Corteva Distribution. In connection with such announcement, the company will be required to mail a notice of redemption to holders of the $1,250 million aggregate principal amount of 2.200% Notes due 2020 and $750 million aggregate principal amount of Floating Rate Notes due 2020 (collectively, the “SMR Notes”) setting forth the date of redemption of the SMR Notes. The date of redemption will be on or before May 24, 2019. On the date of redemption, the company will be required to redeem all of the SMR Notes at a redemption price equal to 100% of the aggregate principal amount of the SMR Notes plus accrued and unpaid interest, if any, up to but excluding the date of redemption. Following the redemption, the SMR Notes will no longer be outstanding and will cease to bear interest and all rights of the holders of the SMR Notes will terminate. Historical DuPont believes the redemption will be funded with a draw down on the related party revolving loan from Corteva, however, the actual redemption could be funded through a combination of the related party loan and contributions.

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Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Effective as of 5:00 p.m. on April 1, 2019, DowDuPont Inc. (“DowDuPont”) completed the previously announced separation of its materials science business into a separate and independent public company by way of a distribution of Dow Inc. (“Dow”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow’s common stock, par value $0.01 per share (the “Dow Common Stock”), to holders of the Company’s common stock, par value $0.01 per share (the “DowDuPont Common Stock”), as of the close of business on March 21, 2019 (the “Dow Distribution”). DowDuPont expects to complete the previously announced intended separation of its agriculture business into a separate and independent public company on June 1, 2019 by way of a distribution of Corteva, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Corteva”), through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Corteva’s common stock, par value $0.01 per share, to holders of DowDuPont Common Stock as of a record date to be set by the Company’s Board of Directors (the “Corteva Distribution” and, together with the Dow Distribution, the “Distributions”).

Cautionary Statements About Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words.

OnForward-looking ~~December~~statements 11by their nature address matters that are, ~~2015~~to varying degrees, ~~The~~uncertain, ~~Dow~~including ~~Chemical~~statements ~~Company~~about ~~(“Dow”)~~the intended Corteva Distribution. Forward-looking statements, including those related to DowDuPont’s ability to complete, or to make any filing or take any other action required to be taken to complete, the Corteva Distribution, are not guarantees of future results and Eare subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. IForward-looking statements also involve risks and uncertainties, many of which that are beyond DowDuPont’s and Historical DuPont’s control. duSome ~~Pont~~of dethe ~~Nemours~~important factors that could cause Historical DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) ability and ~~Company~~costs to achieve all the expected benefits from the Distributions; (~~“DuPont”~~ii) ~~announced~~restrictions ~~entry~~under intellectual property cross license agreements entered into anor to be entered into in connection with the Corteva Distribution and the Dow Distribution; (iii) ability to receive third-party consents required under the Separation Agreement entered into in connection with the Corteva Distribution and ~~Plan~~the Dow Distribution; (iv) non-compete restrictions under the Separation Agreement entered into in connection with the Corteva Distribution and the Dow Distribution; (v) the incurrence of ~~Merger~~significant costs in connection with the separations and Distributions; (vi) risks outside the control of Historical DuPont which could impact the decision of the DowDuPont Board of Directors to proceed with the Corteva Distribution, asincluding, ~~amended~~among onothers, ~~March~~global 31economic conditions, ~~2017~~instability in credit markets, (declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile foreign currency exchange rates, tax considerations, other challenges that could affect the ~~“Merger~~global ~~Agreement”)~~economy, ~~under~~specific ~~which~~market conditions in one or more of the ~~companies~~industries ~~would~~of ~~combine~~the businesses proposed to be separated, and changes in anthe ~~all-stock~~regulatory ~~merger~~or legal environment and the requirement to redeem $12.7 billion of ~~equals~~DowDuPont ~~transaction~~notes if the Corteva Distribution is abandoned or delayed beyond May 1, 2020; (vii) potential liability arising from fraudulent conveyance and similar laws in connection with the ~~“Merger”~~Corteva Distribution and/or the Dow Distribution; (viii). ~~Effective~~disruptions ~~August~~or 31business uncertainty, ~~2017~~including from the Corteva Distribution, could adversely impact business or financial performance and the ability ~~Merger~~to ~~was~~retain ~~completed~~and hire key personnel; (ix) potential inability to access the capital markets; and ~~each~~(x) risks to business, operations and results of ~~Dow~~operations from: the availability of and ~~DuPont~~fluctuations ~~became~~in ~~subsidiaries~~the cost of feedstocks and energy; balance of supply and demand and the impact of balance on prices; failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including trade disputes and retaliatory actions; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for DowDuPont, ~~Inc.~~adversely (“impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce DowDuPont”)’s intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks are and will be more fully discussed in Historical DuPont’s current, quarterly and annual reports and other filings made with the U.S. Securities and Exchange Commission, in each case, as may be amended from time to time in future filings with the SEC. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those

Forward-looking statements by their nature address matters that are, to varying degrees, uncertain, including the intended separation, subject to approval of the DowDuPont Board of Directors and customary closing conditions, of DowDuPont’s agriculture, materials science and specialty products businesses in one or more tax efficient transactions on anticipated terms (the “Intended Business Separations”). Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the control of DuPont and its parent company. Some of the important factors that could cause DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) costs to achieve and achieving the successful integration of the respective agriculture, materials science and specialty products businesses of Dow and DuPont, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) costs to achieve and achievement of the anticipated synergies by the combined agriculture, materials science and specialty products businesses; (iii) risks associated with the Intended Business Separations, including conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances related to the Intended Business Separations, associated cost, disruptions in the financial markets or other potential barriers; (iv) disruptions or business uncertainty, including from the Intended Business Separations, could adversely impact DuPont’s business or financial performance and its ability to retain and hire key personnel; and (v) risks to DuPont’s business, operations and results of operations from: the availability of and fluctuations in the cost of energy and raw materials; failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; delays or failures in obtaining or retaining regulatory approvals, delayed product launches, lack of market acceptance, product discontinuation, changes in the regulatory environment and litigation resulting from concerns and claims regarding the safe use of seeds with biotechnology traits and crop protection products potential impact on health and the environment, and the perceived impacts of biotechnology on health and the environment; impact of unpredictable seasonal and weather factors could impact sales and earnings from agriculture products; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including trade disputes and retaliatory actions; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for DuPont, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce the DuPont’s intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. While the list of factors presented here is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. DuPont does not assume any obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. 33

For further discussion of some of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-looking statements, see the Risk Factors discussion set forth under Part I, Item 1A of the company's 2017 Annual Report and in the section titled "Risk Factors" (Part II, Item 1A of this Form 10-Q).

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anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the company’s consolidated financial condition, results of operations, credit rating or liquidity. The company assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

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Recent Developments

DowDuPont Merger of Equals and the Intended Business Separations

DowDuPont Inc. ("DowDuPont") was formed on December 9, 2015 to effect an all-stock, merger of equals strategic combination between The Dow Chemical Company ("Historical Dow") and Historical DuPont (the "Merger Transaction"). On August 31, 2017 at 11:59 pm ET, (the "Merger Effectiveness Time") pursuant to the ~~Agreement and Plan of~~ Merger, ~~dated as of December 11, 2015, as amended on March 31, 2017 (the "Merger~~ Agreement"), Historical Dow and Historical DuPont each merged with wholly owned subsidiaries of DowDuPont (the "Mergers") and, as a result of the Mergers, Historical Dow and Historical DuPont became subsidiaries of DowDuPont (collectively, the "Merger"). Prior to the Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the Merger Agreement. DowDuPont intends to pursue, subject to the receipt of approval by the Board of Directors of DowDuPont and customary closing conditions, the separation of the combined company's agriculture business, specialty products business and materials science business through a series of tax-efficient transactions (collectively, the "Intended Business Separations"). DowDuPont anticipates materials science separating about April 1, 2019, and expects agriculture and specialty products to separate about June 1, 2019.

OnAs ~~February~~discussed ~~26,~~in the company’s 2018 Annual Report, DowDuPont announced its intent to pursue, subject to the ~~corporate~~receipt ~~brand~~of ~~names~~approval ~~that~~by ~~each~~the Board of Directors of DowDuPont and customary closing conditions, the separation of the combined company's ~~plans~~agriculture tobusiness, ~~assume~~specialty ~~once~~products business and materials science business through a series of tax-efficient transactions (collectively, the "Intended Business Separations" ~~occur~~and the transactions to accomplish the Intended Business Separations, the “separations”). ~~Materials~~ ~~science~~In ~~will~~connection bewith ~~called~~the separations, DowDuPont formed two wholly-owned subsidiaries: Dow Inc., to serve as a holding company for its materials science business, and Corteva, Inc., to serve as a holding company for its agriculture ~~will~~business. beOn ~~called~~April ~~CortevaTM~~1, ~~Agriscience~~2019, DowDuPont completed the separation of its materials science business into a separate and independent public company by way of a pro rata dividend in-kind of Dow Inc’s common stock to holders of record of DowDuPont common stock as of the end of business on March 21, 2019, (the “Dow Distribution”). Prior to the Dow Distribution, Historical Dow conveyed or transferred the assets and liabilities aligned with Historical Dow’s agriculture business to separate legal entities (the “DAS Legal Entities”) and the assets and liabilities associated with its specialty products ~~will~~business beto ~~called~~separate ~~DuPont~~legal entities (the “SP Entities”). On April 1, 2019, the DAS Legal Entities and the SP Entities were transferred and conveyed to DowDuPont.

AsDowDuPont aexpects ~~condition~~to ofcomplete the ~~regulatory~~previously ~~approval~~announced ~~for~~intended ~~the~~separation ~~Merger~~of ~~Transaction, the company was required to divest certain assets related to~~ its ~~crop~~agriculture ~~protection~~ business ~~and~~into ~~research~~a separate and ~~development~~independent ~~("R&D")~~public ~~organization~~company ~~(the~~on ~~"Divested Ag Business"). On March 31~~June 1, ~~2017,~~2019 ~~the~~by ~~company~~way ~~entered~~of ~~into~~ a ~~definitive~~distribution ~~agreement~~of ~~(the~~Corteva, ~~"FMC~~Inc., ~~Transaction~~a ~~Agreement")~~Delaware ~~with~~corporation ~~FMC~~and ~~Corporation~~wholly-owned ~~("FMC").~~subsidiary ~~Under~~of the ~~FMC~~Company ~~Transaction Agreement~~(“Corteva”), ~~and~~through ~~effective~~a ~~upon~~pro ~~the~~rata ~~closing~~ dividend in-kind of ~~the~~all ~~transaction~~of ~~on November 1, 2017, FMC acquired~~ the ~~Divested~~then-issued ~~Ag Business~~ and ~~DuPont~~outstanding ~~acquired~~shares ~~certain~~of ~~assets relating to FMC~~Corteva’s ~~Health~~common ~~and Nutrition segment (the "H&N Business") (collectively~~stock, ~~the~~par ~~"FMC~~value ~~Transactions")~~$0.01 Onper ~~November 1~~share, ~~2017,~~to ~~the~~holders ~~company completed the FMC Transactions through the disposition~~ of ~~the~~DowDuPont ~~Divested~~Common AgStock ~~Business~~as ~~and the acquisition~~ of ~~the~~a ~~Acquired~~record ~~H&N~~date ~~Business. See Note 3~~ to ~~the~~be ~~interim~~set ~~Consolidated~~by ~~Financial Statements for further information regarding~~ the ~~divestiture.~~Company’s ~~The~~Board ~~sale~~ of ~~the~~Directors, ~~Divested Ag Business meets~~ (the ~~criteria~~“Corteva ~~for~~Distribution” ~~discontinued operations~~ and ~~as such~~, ~~earnings~~together ~~are~~with ~~included~~the ~~within~~Dow ~~income~~Distribution, ~~from discontinued operations after income taxes in~~ the ~~interim Consolidated Statements of Operations for all periods presented~~“Distributions”).

~~Agriculture~~In ~~Reporting~~furtherance ~~Unit~~of ~~Goodwill~~the Intended Business Separations, the company engaged in a series of internal reorganization and ~~Indefinite-lived~~realignment ~~Asset~~steps ~~Impairments~~(the “Internal Reorganization”) to realign its businesses into three subgroups: agriculture, materials science and specialty products. As part of the Internal Reorganization:

~~During~~• the ~~three~~assets ~~months~~and ~~ended~~liabilities ~~September~~aligned ~~30,~~with ~~2018~~ the company’s ~~was~~materials ~~required~~science tobusiness, ~~perform~~including anHistorical ~~interim~~DuPont’s ~~impairment~~ethylene ~~test of its goodwill~~ and ~~indefinite-lived~~ethylene ~~intangible~~copolymers ~~assets for the agriculture reporting unit. As a result of the analysis performed~~business, ~~the~~excluding ~~company~~its ~~recorded~~ethylene ~~pre-tax,~~acrylic ~~non-cash~~elastomers ~~impairment charges of $4~~business,~~503 million~~ ~~for~~(“ECP”) ~~goodwill~~were ~~and~~transferred ~~$85~~or ~~million~~conveyed ~~for~~to ~~certain~~separate ~~indefinite-lived~~legal ~~assets~~entities ~~during~~ (the ~~three~~“Materials ~~and~~Science ~~nine~~Entities”) ~~months~~that ~~ended September 30, 2018. The charges~~ were ~~recognized~~ultimately inconveyed ~~goodwill~~by ~~impairment~~DowDuPont ~~charge~~to ~~and restructuring and asset related charges - net, respectively, in the interim Consolidated Statement of Operations.~~ Dow;

~~Impact~~• ~~From~~the ~~Recently~~assets ~~Enacted~~and ~~Tariffs~~liabilities aligned with the company’s specialty products business were transferred or conveyed to separate legal entities (“Specialty Products Entities”);

~~Certain~~• ~~countries~~on ~~where~~April ~~the~~1, ~~company’s products are manufactured~~2019, ~~distributed~~Historical orDuPont ~~sold~~transferred ~~have recently enacted or are considering imposing new tariffs on certain products. The company has analyzed the potential impacts from tariffs that took effect on July 6, 2018~~ and ~~does~~conveyed ~~not expect such tariffs will have a direct material impact on~~ its ~~results~~Materials ofScience ~~operations~~Entities ~~in 2018 because of the company’s mitigation actions and its global asset base. The company will continue~~ to monitor the situation and take actions, where possible, to mitigate any potential impact as events unfold. The company believes the tariffs could contribute to an expected shift to soybeans from corn in Latin America and pressure farmer margins in North America which is reflected in the revised long-term cash flow projections for the agriculture reporting unit discussed above. DowDuPont;

~~Tyvek®~~• ~~Capacity~~on ~~Expansion~~May 1, 2019, Historical DuPont distributed its Specialty Products Entities to DowDuPont; and

In• ~~June~~on ~~2018~~May 2, ~~DuPont~~2019, ~~announced~~DowDuPont ~~plans~~conveyed toDAS ~~invest more than $400 million in its safety and construction product line~~ to ~~increase capacity for~~ the ~~manufacture~~company; ~~of Tyvek® nonwoven materials at its Luxembourg site due to growing global demand. The production expansion, which includes investment~~ in aconnection ~~new~~with ~~building and a third operating line at~~ the ~~site~~foregoing, ~~is scheduled to occur over~~ the ~~next~~company ~~three~~issued ~~years,~~additional ~~with~~shares ~~commercial~~of ~~production~~its ~~expected~~Common Stock to ~~begin in 2021~~DowDuPont.

46As a result of the foregoing, at May 2, 2019, the company holds all or substantially all the assets and liabilities associated with DowDuPont’s combined agriculture business.

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~~Tax~~Separation ~~Reform~~Agreements

OnIn ~~December~~connection ~~22,~~with ~~2017,~~ the ~~Tax~~Dow ~~Cuts~~Distribution and ~~Jobs Act (“The Act”) was enacted. The Act reduces~~ the ~~U.S.~~intended ~~federal~~Corteva ~~corporate income tax rate from 35 percent to 21 percent~~Distribution, ~~requires~~DowDuPont ~~companies~~has toentered ~~pay~~into aor ~~one-time~~will ~~transition~~enter ~~tax~~into ~~(“transition~~certain ~~tax”)~~agreements ~~on earnings of foreign subsidiaries~~ that ~~were~~will ~~previously~~effect ~~tax deferred, creates new provisions related to foreign sourced earnings, eliminates~~ the ~~domestic manufacturing deduction and moves to a territorial system. In the fourth quarter of 2017~~separation, ~~the~~provide ~~company recorded a net benefit in provision~~ for ~~taxes~~the onallocation ~~continuing operations~~ of ~~$2.0~~DowDuPont’s ~~billion~~assets, ~~which~~employees, ~~consisted~~liabilities ofand aobligations ~~provisional~~(including ~~net~~its ~~benefit~~investments, ofproperty ~~$2.7~~and ~~billion~~employee ~~due~~benefits toand ~~the reduction of the U.S. federal corporate income~~ tax-related ~~rate,~~assets ~~partially~~and ~~offset~~liabilities) byamong ~~a provisional charge of $715 million due to the transition tax. At September 30~~DowDuPont, ~~2018~~Dow, ~~the~~and ~~company~~Corteva ~~had not yet completed its accounting for the tax effects of enactment of the Act; however~~(together, in the ~~three~~“Parties” and ~~nine~~each ~~months~~a ~~ended~~“Party”) ~~September 30~~, ~~2018, the company recorded benefits of $99 million~~ and ~~$44~~provide ~~million,~~a ~~respectively,~~framework ~~to provision~~ for ~~income~~DowDuPont’s ~~taxes~~relationship ~~on continuing operations~~ with ~~respect~~Dow toand ~~the~~Corteva ~~remeasurement~~following of the ~~company's~~separations ~~deferred~~and ~~tax balance~~Distributions. Effective InApril ~~addition~~1, 2019, the ~~company~~Parties ~~recorded~~entered ainto ~~charge of $16 million associated with an indirect impact of The Act related to certain inventory for~~ the ~~nine~~following ~~months ended September 30, 2018. The company continues to refine its calculations as additional information and guidance becomes available.~~ agreements:

•


•	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.

•

Debt Redemption and Revolving Credit Facilities

On March 22, 2019, Historical DuPont issued notices of redemption in full of all of its outstanding notes (the “Make Whole Notes”) listed in the table below:



(in millions)	Amount
4.625% Notes due 2020	$	474
3.625% Notes due 2021	296
4.250% Notes due 2021	163
2.800% Notes due 2023	381
6.500% Debentures due 2028	57
5.600% Senior Notes due 2036	42
4.900% Notes due 2041	48
4.150% Notes due 2043	69
Total	$	1,530

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Historical DuPont anticipates the loss on the early extinguishment of debt to be approximately $18 million, primarily related to the difference between the redemption price and the par value of the Make Whole Notes and Term Loan Facility, partially offset by the write-off of unamortized step-up related to the fair value step-up of Historical DuPont’s debt.

In November 2018, Historical DuPont entered into a $3.0 billion five-year revolving credit facility and a $3.0 billion three-year revolving credit facility (the “2018 Revolving Credit Facilities”). Availability of funds was subject to a number of conditions, including Corteva becoming a party to the 2018 Credit Revolving Facilities and the consummation of the separation and distribution of Corteva. On May 2, 2019, the 2018 Revolving Credit Facilities were amended, making the 2018 Revolving Credit Facilities available for Historical DuPont, effective May 2, 2019. Corteva, Inc will become a party to the 2018 Revolving Credit Facilities upon the separation and distribution from DowDuPont.

Capacity Expansions Kapton®

In March 2019, DuPont announced plans to invest more than $200 million in its electronics and imaging product line to increase capacity for the manufacture of Kapton® film at its Circleville, Ohio site due to growing global demand.

DowDuPont Cost Synergy Program

In September and November 2017, DowDuPont and the company approved post-merger restructuring actions ~~to achieve targeted cost synergies~~ under the DowDuPont Cost Synergy Program (the “Synergy Program”), adopted by the DowDuPont Board of Directors. The ~~plan~~Synergy Program is designed to integrate and optimize the organization following the Merger and in preparation for the Intended Business Separations. Based on all actions approved to date under the Synergy Program, Historical DuPont ~~now~~ expects to record total pre-tax restructuring charges of $~~460~~ 695 million to $~~715~~ 755 million, comprised of approximately $~~350~~420 million to $~~400~~440 million of severance and related benefits costs; $~~110~~125 million to $~~140~~145 million of costs related to contract terminations; and up$150 million to $~~175~~170 million of asset related charges. ~~Substantially~~Actions ~~all~~associated ofwith the ~~remaining~~Synergy ~~restructuring charges are expected to be incurred in 2018 and the related actions~~Program, including employee separations, ~~associated with this plan~~ are expected to be substantially complete by the end of 2019.

InFor ~~connection~~the ~~with~~three ~~these~~months ~~actions~~ended March 31, 2019, the company recorded a pre-tax ~~charges~~charge of $6156 million, of which $55 million was recognized in restructuring and asset related charges - net and $~~252~~1 million ~~for~~was recognized in sundry income - net in the ~~three~~company's interim Consolidated Statements of Operations. The charge was comprised of severance and ~~nine~~related ~~months~~benefit ~~ended~~costs ~~September~~of ~~30,~~$40 million ~~2018,~~and ~~respectively~~asset related charges of $16 million.

OnFuture ~~November~~cash 1payments related to this program are anticipated to be approximately $300 million to $350 million, ~~2018~~primarily related to the payment of severance and related benefits, ~~DowDuPont~~lease ~~announced~~termination ancosts, ~~increase~~and contract termination costs. It is possible that additional charges and future cash payments could occur in ~~its~~relation to the restructuring actions. The company anticipates including savings associated with these actions within DowDuPont's cost synergy commitment ~~from~~of $3.36 billion toassociated ~~$3.6~~with ~~billion~~the Merger Transaction.

Future cash payments related to this program are anticipated to be approximately $330 million to $410 million, primarily related to the payment of severance and related benefits and contract termination costs. It is possible that additional charges and future cash payments could occur in relation to the restructuring actions. The company anticipates including savings associated with these actions within DowDuPont's cost synergy commitment of $3.6 billion associated with the Merger Transaction. 37

Note on Financial Presentation

For purposes of DowDuPont's financial statement presentation, Dow was determined to be the accounting acquirer in the Merger and DuPont's assets and liabilities are reflected at fair value as of the Merger Effectiveness Time. In connection with the Merger and the related accounting determination, the company has elected to apply push-down accounting and reflect in its financial statements, the fair value of its assets and liabilities. DuPont's Consolidated Financial Statements for periods following the close of the Merger are labeled “Successor” and reflect DowDuPont’s basis in the fair values of the assets and liabilities of DuPont. All periods prior to the closing of the Merger reflect the historical accounting basis in DuPont's assets and liabilities and are labeled “Predecessor.” The interim Consolidated Financial Statements and Footnotes include a black line division between the columns titled "Predecessor" and "Successor" to signify that the amounts shown for the periods prior to and following the Merger are not comparable. In addition, the company has elected to make certain changes in presentation to harmonize its accounting and reporting with that of DowDuPont in the Successor period. See Note 1, "Summary of Significant Accounting Policies" in the company's 2017 Annual Report for further discussion of these changes and Note 3 to the interim Consolidated Financial Statements for additional information on the Merger.

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Selected Financial Data

	Successor						Predecessor
	Three Months Ended March 31,
In millions, except per share amounts	Three Months EndedSeptember 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the PeriodJuly 1 - August 31, 2017
In millions	2019			2018
Net sales	$	56,~~294~~288		$	16,~~735~~699		$	~~2,991~~
Cost of goods sold	$	34,~~686~~235		$	14,~~531~~847		$	~~1,937~~
Percent of net sales	7067.4		%	8872.4		%	65		%
Research and development expenses	$	~~367~~355		$	~~120~~382		$	~~267~~
Percent of net sales	75.6		%	5.7		%	9		%
Selling, general and administrative expenses	$	~~823~~970		$	~~276~~959		$	~~776~~
Percent of net sales	1615.4		%	1614.3		%	26		%
Effective tax rate on continuing operations	(081.26		)%	7(14.73		)%	~~33.8~~		%
Net loss	$	(4,960	)	$	(295	)	$	(229	)
Net income (loss)	$	89		$	(221	)
Net loss available for common stockholders							$	(236	)
Basic loss per share of common stock from continuing operations							$	(0.30	)
Diluted loss per share of common stock from continuing operations							$	(0.30	)

	Successor						Predecessor
In millions, except per share amounts	Nine Months EndedSeptember 30, 2018			For the PeriodSeptember 1 - September 30, 2017			For the Period January 1 - August 31, 2017
Net sales	$	20,538		$	1,735		$	17,281
Cost of goods sold	$	14,202		$	1,531		$	10,052
Percent of net sales	69		%	88		%	58		%
Research and development expenses	$	1,145		$	120		$	1,022
Percent of net sales	6		%	7		%	6		%
Selling, general and administrative expenses	$	2,964		$	276		$	3,222
Percent of net sales	14		%	16		%	19		%
Effective tax rate on continuing operations	(4.0		)%	7.7		%	8.3		%
Net (loss) income	$	(4,667	)	$	(295	)	$	1,761
Net income available for common stockholders							$	1,734
Basic earnings per share of common stock from continuing operations							$	1.86
Diluted earnings per share of common stock from continuing operations							$	1.85

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Results of Operations

Net Sales

Net sales were $56.3 billion and $6.7 billion for the three months ended ~~September~~March 3031, ~~2018~~2019 ~~compared~~and ~~with~~2018, $1respectively.7 ~~billion~~The ~~for~~decrease ~~the~~was ~~period~~primarily ~~September~~driven 1by ~~through~~volume ~~September~~declines ~~30,~~in ~~2017~~North America and ~~$3.0~~Asia ~~billion~~Pacific, ~~for~~principally in the ~~period~~agriculture ~~July~~and 1transportation ~~through~~and ~~August~~advanced ~~31,~~polymers ~~2017~~product lines, respectively. ~~The~~Sales ~~increase~~also ~~was~~decreased ~~primarily driven by volume growth~~ in ~~Latin~~EMEA ~~America~~driven ~~and~~primarily ~~Asia~~by ~~Pacific,~~unfavorable ~~particularly~~currency ~~for~~impacts ~~crop~~from ~~protection~~the ~~products~~Euro. inThese ~~those~~decreases ~~regions. Sales~~were ~~also~~partially ~~increased~~offset onby local pricing gains inacross ~~Latin~~all ~~America and Asia Pacific~~regions.

	Successor						Predecessor
	Three Months Ended March 31,
	Three Months EndedSeptember 30, 2018			For the Period September 1 -September 30, 2017			For the PeriodJuly 1 - August 31, 2017
	2019			2018
	Net Sales($ Billions)		%	Net Sales($ Billions)		%	~~Net Sales($ Billions)~~		%
Worldwide	$	56.3	100.0	$	16.7	100.0	$	~~3.0~~	~~100.0~~
U.S. & Canada	12.62		3135.20	02.5		~~27.6~~38	~~1.0~~		~~32.5~~
Europe, Middle East & Africa ("EMEA")	12.31		2333.70	02.42		~~24.5~~32	~~0.7~~		~~24.9~~
Asia Pacific	1.65		3024.50	01.5		~~30.4~~23	~~0.9~~		~~31.3~~
Latin America	0.85		148.60	0.35		~~17.5~~7	~~0.4~~		~~11.3~~

Net sales were $20.5 billion for the nine months ended September 30, 2018 compared with $1.7 billion for the period September 1 through September 30, 2017 and $17.3 billion for the period January 1 through August 31, 2017, respectively. The change was primarily driven by sales increases in EMEA and Asia Pacific of 16 percent and 11 percent, respectively, driven by currency benefits in EMEA and volume growth in Asia Pacific, as well as increases in local price across all regions.

	Successor						Predecessor
	Nine Months EndedSeptember 30, 2018			For the Period September 1 -September 30, 2017			For the Period January 1 - August 31, 2017
	Net Sales($ Billions)		%	Net Sales($ Billions)		%	Net Sales($ Billions)		%
Worldwide	$	20.5	100.0	$	1.7	100.0	$	17.3	100.0
U.S. & Canada	8.9		43.4	0.5		27.6	8.1		47.0
EMEA	5.0		24.3	0.4		24.5	3.9		22.8
Asia Pacific	4.9		23.8	0.5		30.4	3.9		22.2
Latin America	1.7		8.5	0.3		17.5	1.4		8.0

In the interim Consolidated Statements of Operations, royalty income is included within net sales in the Successor periods and is included in sundry income (expense) - net in the Predecessor periods. Royalty income does not have a significant impact on any period presented.

Cost of Goods Sold ("COGS")

COGS was $34.72 billion ~~for~~and ~~the three months ended September 30, 2018 compared with~~ $14.58 billion for the ~~period~~three ~~September~~months 1ended ~~through~~March ~~September 30~~31, ~~2017~~2019 and $12018, respectively.9 ~~billion~~The ~~for~~decrease ~~the~~was ~~period~~primarily ~~July~~driven 1by ~~through~~the ~~August~~amortization ~~31, 2017, respectively. Amortization~~ of the inventory step-up ~~was~~of $~~109~~205 million for the three months ended ~~September~~March 3031, ~~2018~~2019 compared with ~~one month amortization of the inventory step-up of~~ $~~360~~703 million for the ~~period~~three ~~September~~months 1ended ~~through~~March ~~September 30~~31, ~~2017~~2018. Additional changes in COGS were primarily due to the elimination of the other operating charges financial statement line item in the Successor periods, higher depreciation related to the fair value step-up of property, plant and equipment, and higher sales volume.

COGS as a percentage of net sales was 7067 percent, ~~88 percent~~ and 6572 percent for the three months ended ~~September~~March 3031, ~~2018,~~2019 ~~the period September 1 through September 30, 2017~~ and ~~the period July 1 through August 31~~2018, ~~2017,~~ respectively. The amortization of ~~the~~ inventory step-up was 23 percent and 10 percent of net sales for the three months ended ~~September~~March 3031, ~~2018~~2019 and ~~21 percent of net sales for the period September 1 through September 30~~2018, ~~2017~~respectively. ~~This~~The remaining ~~change in~~ COGS change as a percentage of net sales for the three months ended ~~September~~March 3031, ~~2018~~2019 was ~~due~~primarily related to higher input and raw material costs, primarily in the ~~items~~agriculture, ~~discussed~~nutrition ~~above~~and health, and safety and construction product lines.

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COGS was $14.2 billion for the nine months ended September 30, 2018 compared with $1.5 billion for the period September 1 through September 30, 2017 and $10.1 billion for the period January 1 through August 31, 2017, respectively. The change was primarily driven by the amortization of the inventory step-up of $1.5 billion for the nine months ended September 30, 2018 compared with $360 million for the period September 1 through September 30, 2017. COGS also increased due to the elimination of the other operating charges financial statement line item in the Successor periods and higher depreciation related to the fair value step-up of property, plant and equipment.

COGS as a percentage of net sales was 69 percent, 88 percent and 58 percent for the nine months ended September 30, 2018, the period September 1 through September 30, 2017 and the period January 1 through August 31, 2017, respectively. The amortization of the inventory step-up was 7 percent of net sales for the nine months ended September 30, 2018 and 21 percent of net sales for the period September 1 through September 30, 2017. The remaining change in COGS as a percentage of net sales for the nine months ended September 30, 2018 is due to the items discussed above.

See Note 3 to the interim Consolidated Financial Statements for additional information regarding the Merger, including the valuation of inventory.

Other Operating Charges

Other operating charges were $136 million and $504 million for the periods July 1 through August 31, 2017 and January 1 through August 31, 2017, respectively. In the Successor periods, other operating charges are included primarily in COGS, as well as selling, general and administrative expenses and amortization of intangibles.

Research and Development Expense

R&D expense was $~~367~~355 million ~~for~~and ~~the three months ended September 30, 2018,~~ $~~120~~382 million for the ~~period~~three ~~September~~months 1ended ~~through~~March ~~September 30~~31, ~~2017~~2019 and ~~$267 million for the period July 1 through August 31~~2018, ~~2017,~~ respectively. ~~R&D~~The asdecrease ~~a percentage of net sales~~ was 7primarily ~~percent~~driven ~~for~~by ~~the~~cost ~~three~~synergies ~~months~~and ~~ended~~a ~~September~~decrease ~~30,~~in ~~2018,~~R&D 7expense ~~percent~~ for the ~~period~~agriculture ~~September~~product ~~1 through September 30, 2017 and 9 percent for the period July 1 through August 31, 2017, respectively~~line. ~~The change was primarily driven by lower performance-based compensation.~~

R&D expense was $1.1 billion for the nine months ended September 30, 2018, $120 million for the period September 1 through September 30, 2017 and $1.0 billion for the period January 1 through August 31, 2017, respectively. R&D as a percentage of net sales was 6 percent for the ~~nine~~three months ended ~~September~~March 3031, ~~2018,~~2019 ~~7 percent for the period September 1 through September 30, 2017~~ and ~~6 percent for the period January 1 through August 31, 2017, respectively~~2018.

~~Selling, General and Administrative Expenses ("SG&A")~~38

SG&A expenses were $823 million for the three months ended September 30, 2018, $276 million for the period September 1 through September 30, 2017 and $776 million for the period July 1 through August 31, 2017, respectively. In the Successor periods, integration and separation costs and amortization of intangibles are presented as line items on the interim Consolidated Statements of Operations. During the period July 1 through August 31, 2017, the company incurred $210 million of transaction costs in connection with the Merger and the Intended Business Separations. The remaining change was primarily driven by lower performance-based compensation.

SG&A as a percentage of net sales was 16 percent for the three months ended September 30, 2018, 16 percent for the period September 1 through September 30, 2017 and 26 percent for the period July 1 through August 31, 2017, respectively. Transaction costs were 7 percent of net sales for the period July 1 through August 31, 2017. The remaining change as a percentage of sales is due to the item discussed above.

SG&A expenses were $3.0 billion for the nine months ended September 30, 2018, $276 million for the period September 1 through September 30, 2017 and $3.2 billion for the period January 1 through August 31, 2017, respectively. For the period January 1 through August 31, 2017, the company incurred $581 million of transaction costs in connection with the Merger and the Intended Business Separations. The remaining change was primarily driven by higher selling costs as a result of increased net sales, largely offset by lower performance-based compensation.

SG&A as a percentage of net sales was 14 percent for the nine months ended September 30, 2018, 16 percent for the period September 1 through September 30, 2017 and 19 percent for the period January 1 through August 31, 2017, respectively. Transaction costs were 3 percent of net sales for the period January 1 through August 31, 2017.

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Selling, General and Administrative Expenses ("SG&A")

SG&A expenses were $970 million and $959 million for the three months ended March 31, 2019 and 2018, respectively. The increase was primarily driven by higher performance-based compensation and the settlement of a legal matter in the agriculture product line. These increases were largely offset by cost synergies and favorable currency impacts in the agriculture product line.

SG&A as a percentage of net sales was 15 percent and 14 percent for the three months ended March 31, 2019 and 2018, respectively.

Amortization of Intangibles

Intangible asset amortization was $~~307~~320 million and $~~955~~315 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018,~~2019 ~~respectively,~~ and ~~$89 million for the period September 1 through September 30~~2018, ~~2017~~respectively. ~~In the Predecessor periods, amortization of intangibles was included within SG&A; other operating charges; R&D; and COGS.~~ See Note 10 3 to the interim Consolidated Financial Statements for ~~further~~additional information ~~regarding~~on ~~the Merger, including the valuation of~~ intangible assets.

Restructuring and Asset Related Charges - Net

Restructuring and asset related charges - net were $~~182~~55 million ~~for~~and ~~the three months ended September 30, 2018,~~ $4097 million for the ~~period~~three ~~September~~months 1ended ~~through~~March ~~September 30~~31, ~~2017~~2019 and ~~$11 million for the period July 1 through August 31~~2018, ~~2017,~~ respectively. The ~~activity~~charges in the ~~third~~first quarter ~~2018~~of ~~was~~2019 ~~primarily~~ related to ana $8555 million ~~impairment~~ charge related to ~~certain~~DowDuPont ~~in-process~~Cost ~~research~~Synergy ~~and development (“IPR&D") assets~~Program, a $413 million ~~impairment~~ charge related to the ~~company's~~DowDuPont ~~investment~~Agriculture inDivision ~~nonconsolidated~~Restructuring ~~affiliates~~Program, ~~in China~~ and a ($613) million ~~charge~~benefit ~~related~~from toreversals ~~the~~of ~~Synergy~~prior ~~Program~~programs. The charges ~~for~~in the ~~period~~first ~~July~~quarter 1of ~~through~~2018 ~~August 31, 2017 and for the period September 1 through September 30, 2017 were primarily severance and~~ related ~~benefit costs related~~ to the ~~2016~~DowDuPont ~~global~~Cost ~~cost savings and restructuring plan and the~~ Synergy ~~program, respectively~~Program.

~~Restructuring~~See ~~and~~Note ~~asset~~5 related charges - net were $370 million for the nine months ended September 30, 2018, $40 million for the period September 1 through September 30, 2017 and $323 million for the period January 1 through August 31, 2017, respectively. The activity for the nine months ended September 30, 2018 was primarily related to the ~~impairment~~interim ~~charges~~Consolidated ~~described~~Financial ~~above~~Statements ~~as well as a $252 million charge related to the Synergy Program. The charge~~ for ~~the~~additional ~~period January 1 through August 31, 2017 was comprised of $279 million of asset related charges and $44 million in severance and related benefit costs~~information. The asset related charges primarily relate to the second quarter closure of the Cooper River manufacturing site located near Charleston, South Carolina as part of the 2017 restructuring program. The charge for the period September 1 through September 30, 2017 was primarily severance and related benefit costs as part of the Synergy Program.

See Notes 6 and 12 to the interim Consolidated Financial Statements for additional information.

Integration and Separation Costs

Integration and separation costs were $~~344~~405 million and $~~926~~255 million for the three ~~and nine~~ months ended ~~September~~March 3031, 2019 and 2018, respectively,. These ~~and~~costs ~~$71~~primarily ~~million~~have ~~for~~consisted ~~the~~of ~~period~~financial ~~September~~advisory, 1information ~~through~~technology, ~~September~~legal, 30accounting, ~~2017.~~consulting, Inand ~~the~~other ~~Predecessor~~professional ~~periods,~~advisory ~~integration~~fees ~~and~~associated ~~separation~~with ~~costs~~the ~~were~~preparation ~~included~~and ~~within~~execution ~~SG&A.~~of ~~See~~activities ~~Note~~related 1 to the ~~interim~~Merger ~~Consolidated~~and ~~Financial~~the ~~Statements~~Intended ~~for~~Business ~~further~~Separations. ~~discussion~~The ofcompany ~~the~~expects ~~changes~~Integration and separation costs to continue to be significant in ~~presentation~~2019.

~~Goodwill~~Sundry ~~Impairment~~Income ~~Charge~~- Net

~~For~~Sundry ~~the~~income ~~three~~- net was $157 million and ~~nine~~$47 million for the three months ended ~~September~~March 3031, 2019 and 2018, ~~the~~respectively. ~~company~~The ~~recorded~~three months ended March 31, 2019 included a ~~pre-tax~~gain on sale of assets within the electronics and imaging product line, non-~~cash~~operating ~~impairment~~pension ~~charge~~and other post employment benefit credit of $466 million,~~503~~ and interest income of $23 million inoffset ~~relation~~by toexchange anlosses ~~interim~~of ~~goodwill~~$32 ~~impairment~~million. ~~test~~The ~~for~~three ~~its~~months ~~agriculture~~ended ~~reporting~~March ~~unit~~31, 2018 included exchange losses of $132 million, partially offset by a non-operating pension and other post employment benefit credit of $92 million and interest income of $28 million. ~~See~~The ~~Note~~non-operating 12pension tobenefit in the ~~interim~~first ~~Consolidated~~quarter ~~Financial~~of ~~Statements~~2018 ~~for~~was ~~additional~~a ~~information~~result ~~regarding~~of the ~~company’s~~absence ~~goodwill~~of ~~impairment~~the ~~charge~~amortization of net losses from accumulated other comprehensive loss.

~~Sundry~~See ~~Income~~Note ~~(Expense)~~7 -to ~~Net~~the interim Consolidated Financial Statements for additional information.

Sundry income (expense) - net was income of $52 million for the three months ended September 30, 2018, income of $121 million for the period September 1 through September 30, 2017 and expense of $183 million for the period July 1 through August 31, 2017, respectively. The three months ended September 30, 2018 includes a non-operating pension and other post employment benefit credit of $91 million, interest income of $13 million offset by a net exchange loss of $77 million. The periods September 1 through September 30, 2017 and July 1 through August 31, 2017 include net exchange gains (losses) of $77 million and $(195) million, respectively, and a non-operating pension and other post employment benefit credit (cost) of $34 million and $(70) million, respectively. The losses for the period July 1 through August 31, 2017 were offset by interest income of $26 million and royalty income of $11 million.

Sundry income (expense) - net was income of $293 million for the nine months ended September 30, 2018, income of $121 million for the period September 1 through September 30, 2017 and expense of $113 million for the period January 1 through August 31, 2017, respectively. The nine months ended September 30, 2018 includes a non-operating pension and other post employment benefit credit of $278 million, interest income of $71 million offset by a net exchange loss of $186 million. The periods September 1 through September 30, 2017 and January 1 through August 31, 2017 include net exchange gains (losses) of $77 million and $(394) million, respectively, and a non-operating pension and other post employment benefit credit (cost) of $34 million and $(278) million, respectively. The losses for the period January 1 through August 31, 2017 were offset by interest income of $83 million, royalty income of $84 million and a pre-tax gain of $162 million associated with the sale of the global food safety diagnostic business.

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The non-operating pension and other post employment benefit credits for the three and nine months ended September 30, 2018 and for the period September 1 through September 30, 2017 were a result of the absence of the amortization of net losses from accumulated other comprehensive loss.

See Note 8 to the interim Consolidated Financial Statements for additional information.

Interest Expense

Interest expense was $8256 million ~~for the three months ended September 30, 2018, $27 million for the period September 1 through September 30, 2017~~ and $7180 million for the ~~period~~three ~~July 1 through August 31, 2017, respectively. Interest expense was $248 million for the nine~~ months ended ~~September~~March 3031, ~~2018,~~2019 ~~$27 million for the period September 1 through September 30, 2017~~ and ~~$254 million for the period January 1 through August 31~~2018, ~~2017,~~ respectively. The ~~changes~~change ~~for~~was ~~the three and nine months ended September 30, 2018 were~~ primarily driven by lower debt ~~amortization~~balances asduring ~~a result of reflecting~~ the ~~company’s~~first ~~debt~~quarter atof ~~fair~~2019 ~~value~~compared ~~upon~~to the ~~effective~~first ~~date~~quarter of ~~the Merger, partially offset by higher average debt balances~~2018.

(Benefit from) Provision for Income Taxes on Continuing Operations

The company’s ~~provision~~benefit ~~for~~from income taxes on continuing operations was $12(40) million for the ~~third~~first quarter ~~2018~~of 2019 on pre-tax ~~loss~~income from continuing operations of $~~4,948~~49 million, resulting in an effective tax rate of (081.26) percent. ~~Unfavorable~~ The effective tax rate ~~impacts~~was ~~were~~favorably ~~attributable~~impacted toby ~~the non-tax-deductible impairment charge for the agriculture reporting unit and corresponding $75 million tax charge associated with~~ a ~~valuation~~benefit ~~allowance recorded against the net deferred tax asset position~~ of ~~a legal entity in Brazil, costs associated with the Merger with Dow (including a~~ $61102 million ~~net tax cost on repatriation activities to facilitate the Intended Business Separations), a tax charge of $26 million~~ related to an internal legal entity restructuring associated with the Intended Business Separations~~, and the tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not deductible in their local jurisdictions~~. The effective tax rate was ~~favorably~~unfavorably impacted by ~~the reduction of the U.S. federal corporate income tax rate from 35 percent to 21 percent as well as the impacts related to the~~ non-tax-deductible amortization of the fair value step-up in Historical DuPont’s inventories as a result of the Merger~~. A~~ ~~third~~as ~~quarter~~well ~~2018~~as ~~U.S. discretionary pension contribution deducted on a 2017 tax return resulted in a tax benefit of $114 million associated with~~ the ~~reversal~~impact of aintegration ~~portion~~and ofseparation ~~the U~~costs.S. ~~federal deferred tax remeasurement associated with The Act, offset partially by a tax charge of $27 million related to the reduction of a tax benefit recorded in 2017.~~

~~For~~The ~~the~~company’s ~~period~~provision ~~from~~for ~~September~~income 1taxes ~~through~~on ~~September~~continuing ~~30,~~operations ~~2017,~~was ~~the~~$27 ~~company’s~~million ~~effective~~for ~~tax~~the offirst ~~7.7~~quarter ~~percent~~2018 on a pre-tax loss from continuing operations of $~~298~~189 million, ~~was~~resulting ~~impacted~~in byan ~~geographic~~effective ~~mix~~tax rate of ~~earnings,~~(14.3) ~~the~~percent. The effective tax ~~impact~~rate ~~associated~~was ~~with~~favorably ~~amortization~~impacted ofby the ~~inventory-step~~tax ~~up,~~impact asof ~~well~~certain asnet ~~tax~~exchange ~~benefits~~gains recognized on ~~costs~~the ~~associated~~re-measurement ~~with~~of the ~~Merger~~net ~~with~~monetary ~~Dow~~asset ~~and~~positions ~~restructuring~~which ~~and~~were ~~asset~~not ~~related~~taxable ~~charges~~in their local jurisdictions. ~~Those~~The ~~impacts~~effective ~~were~~tax ~~partially~~rate ~~offset~~was unfavorably impacted by ~~certain~~non-tax-deductible ~~net~~amortization ~~exchange~~of ~~losses~~the ~~recognized~~fair onvalue ~~the~~step-up ~~remeasurement~~in Historical DuPont’s inventories as a result of the Merger, in addition to an incremental net ~~monetary~~provisional ~~asset~~charge ~~positions~~of ~~which~~$48 ~~were~~million ~~not~~associated ~~tax~~with ~~deductible~~the inenactment ~~their~~of ~~local~~Tax ~~jurisdictions~~Cuts and Jobs Act (“The Act”).

For the periods from July 1 through August 31, 2017 and January 1 through August 31, 2017, the company’s effective tax rates were 33.8 percent and 8.3 percent on pre-tax (loss) income from continuing operations of $(390) million and $1,791 million, respectively. For the period from January 1 through August 31, 2017, the company’s effective tax rate was favorably impacted by geographic mix of earnings, certain net exchange gains recognized on the remeasurement of the net monetary asset positions which were not taxable in their local jurisdictions, net favorable tax consequences of the adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, tax benefits related to a reduction in the company’s unrecognized tax benefits due to the closure of various tax statutes of limitations, as well as tax benefits on costs associated with the Merger with Dow and restructuring and asset related charges. Those tax benefits were partially offset by the unfavorable tax consequences of non-deductible goodwill associated with the gain on the sale of the company’s global food safety diagnostics business in the first quarter 2017.

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The company’s provision for income taxes on continuing operations was $180 million for the nine months ended September 30, 2018 on pre-tax loss from continuing operations of $4,482 million, resulting in an effective tax rate of (4.0) percent. The non-tax-deductible impairment charge for the agriculture reporting unit and corresponding $75 million tax charge associated with a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil, and an incremental net provisional charge of $70 million associated with the enactment of The Act had unfavorable consequences on the effective tax rate. The effective tax rate was also unfavorably impacted by non-tax-deductible amortization of the fair value step-up in DuPont’s inventories as a result of the Merger, costs associated with the Merger with Dow (including a $61 million net tax cost on repatriation activities to facilitate the Intended Business Separations), and a tax charge of $26 million related to an internal entity restructuring associated with the Intended Business Separations. These impacts were partially offset by favorable impacts associated with the reduction of the U.S. federal corporate income tax rate from 35 percent to 21 percent. Additionally, a third quarter 2018 U.S. discretionary pension contribution deducted on a 2017 tax return resulted in a tax benefit of $114 million associated with the reversal of a portion of the U.S. federal deferred tax remeasurement associated with The Act, offset partially by a tax charge of $27 million related to the reduction of a tax benefit recorded in 2017.

Recent Accounting Pronouncements

See Note 2 to the interim Consolidated Financial Statements for a description of recent accounting pronouncements.

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Liquidity & Capital Resources

Information related to the company's liquidity and capital resources can be found in the company's ~~2017~~2018 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019.

(Dollars in millions)	~~September~~March 3031, ~~2018~~2019		December 31, ~~2017~~2018
Cash, cash equivalents and marketable securities	$	3,~~800~~814	$	84,~~202~~500
Total debt	149,~~568~~525		137,~~070~~972

The company's cash, cash equivalents and marketable securities at ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018 ~~are~~were $3.8 billion and $84.25 billion, respectively. The decrease of approximately $40.47 billion was primarily due to funding the company’s seasonal working capital needs, ~~the~~capital ~~discretionary~~expenditures ~~pension contribution,~~ and distributions to DowDuPont.

Total debt at ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018 was $149.65 billion and $138.10 billion, respectively. The increase was ~~due~~ primarily due to increased borrowings from commercial paper and ~~the~~new ~~Repurchase~~borrowings ~~Facility,~~under ~~and~~ the ~~new~~ Term Loan Facility, ~~borrowing~~described below, partially offset by the maturity of debt. The increase in debt was used primarily to fund seasonal working capital ~~requirements~~needs, capital expenditures and distributions to DowDuPont.

The company believes its ability to generate cash from operations and ~~access~~ to access capital markets will be adequate to meet anticipated cash requirements to fund its operations, including seasonal working capital, capital spending, debt maturities in the ordinary course, pension obligations as well as distributions and other ~~intercompany~~ transfers to DowDuPont. ~~which~~Historical ~~relies on distributions from~~ DuPont ~~and Dow to fund payment of its costs and expenses. DuPont~~’s current strong financial position, liquidity and credit ratings continue to provide access as needed to the capital markets. The company's liquidity needs can be met through a variety of sources, including cash provided by operating activities, cash and cash equivalents, marketable securities, commercial paper, syndicated credit lines, bilateral credit lines, long-term debt markets, bank financing, committed receivable repurchase facilities and asset sales.

InThe ~~May 2017, the~~ company ~~completed~~had anaccess ~~underwritten~~to ~~public~~approximately ~~offering~~$6.3 ofbillion and $16.251 billion ofin ~~the~~committed ~~company's~~and ~~2.20~~uncommitted ~~percent~~unused ~~Notes~~credit ~~due~~lines ~~2020~~at March 31, 2019 and ~~$750~~December ~~million~~31, of2018, respectively. These unused credit lines provide support to meet the company'’s ~~Floating~~short-term ~~Rate~~liquidity ~~Notes~~needs ~~due~~and ~~2020~~for ~~(the~~general ~~"May~~corporate ~~2017~~purposes ~~Debt~~which ~~Offering"). The~~may ~~proceeds~~include ~~from~~funding ~~this~~of ~~offering~~discretionary ~~were~~and ~~used~~non-discretionary contributions to ~~make~~certain abenefit ~~discretionary~~plans, ~~pension~~severance ~~contribution~~payments, torepayment ~~the~~and ~~company~~refinancing of debt, working capital, capital expenditures, repurchases and redemptions of securities, and funding a portion of DowDuPont's ~~principal~~costs ~~U.S.~~and ~~pension plan~~expenses.

The company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations affecting manufacturing plants, mineral producing properties or research facilities located in the U.S. and the consolidated subsidiaries owning such plants, properties and facilities subject to certain limitations. The outstanding long-term debt also contains customary default provisions. In addition, the company will be required to redeem all of the Notes associated with the May 2017 Debt Offering at a redemption price equal to 100 percent of the aggregate principal amount plus any accrued and unpaid interest upon the announcement of the record date for the separation of either the agriculture or specialty products business, or the entry into an agreement to sell all or substantially all of the assets of either business to a third party.Redemptions/Repayments

53On March 22, 2019, Historical DuPont issued notices of redemption in full of all of its outstanding notes (the “Make Whole Notes”) listed in the table below:



(in millions)	Amount
4.625% Notes due 2020	$	474
3.625% Notes due 2021	296
4.250% Notes due 2021	163
2.800% Notes due 2023	381
6.500% Debentures due 2028	57
5.600% Senior Notes due 2036	42
4.900% Notes due 2041	48
4.150% Notes due 2043	69
Total	$	1,530

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InThe ~~March~~company's ~~2016,~~indenture ~~the~~covenants ~~company~~include ~~entered~~customary ~~into~~limitations aon ~~credit~~liens, ~~agreement~~sale ~~that~~and ~~provides~~leaseback ~~for~~transactions, aand ~~three-year~~mergers and consolidations affecting manufacturing plants, ~~senior~~mineral ~~unsecured~~producing ~~term~~properties ~~loan~~or ~~facility~~research facilities located in the ~~aggregate~~U.S. ~~principal~~and ~~amount~~the ofconsolidated ~~$4.5~~subsidiaries ~~billion~~owning ~~(as~~such ~~may~~plants, beproperties ~~amended,~~and ~~from~~facilities ~~time~~subject to ~~time,~~certain ~~the~~limitations. ~~"Term~~The ~~Loan~~outstanding ~~Facility")~~long-term ~~under~~debt ~~which~~also ~~DuPont~~contains ~~may~~customary ~~make~~default upprovisions. In toaddition, ~~seven~~the ~~term~~company ~~loan~~will ~~borrowings~~be ~~and~~required ~~amounts~~to ~~repaid~~redeem orall ~~prepaid~~of ~~are~~the ~~not~~Notes ~~available~~associated ~~for~~with ~~subsequent borrowings~~$1.25 ~~The~~billion ~~proceeds~~of ~~from~~ the ~~borrowings~~company's ~~under~~2.20 ~~the~~percent ~~Term~~Notes ~~Loan~~due ~~Facility~~2020 ~~will~~and be$750 ~~used~~million ~~for~~of the company's ~~general~~Floating ~~corporate~~Rate ~~purposes~~Notes ~~including~~due ~~debt repayment~~2020, ~~working~~at ~~capital~~a ~~and~~redemption ~~funding~~price aequal ~~portion~~to 100 percent of ~~DowDuPont's~~the ~~costs~~aggregate ~~and~~principal ~~expenses.~~amount ~~The~~plus ~~Term~~any ~~Loan~~accrued ~~Facility~~and ~~was~~unpaid ~~amended~~interest inupon ~~2018~~the toannouncement ~~extend~~of the ~~maturity~~record date tofor ~~June~~the ~~2020,~~separation atof ~~which~~either ~~time~~the ~~all~~agriculture ~~outstanding~~or ~~borrowings,~~specialty ~~including~~products ~~accrued but unpaid interest~~business, ~~become~~or ~~immediately~~the ~~due~~entry ~~and~~into ~~payable,~~an ~~and~~agreement to ~~extend~~sell ~~the~~all ~~date~~or onsubstantially ~~which~~all of the ~~commitment~~assets toof ~~lend~~either ~~terminates~~business to ~~June~~a ~~2019~~third party. At ~~September~~On 30May 7, ~~2018~~2019, ~~the~~DowDuPont ~~company~~publicly ~~had~~announced ~~made~~the ~~four~~record ~~term~~date ~~loan borrowings~~ in anconnection ~~aggregate~~with ~~principal~~the ~~amount~~intended ofCorteva $2Distribution.0 ~~billion~~For ~~and~~further ~~had~~information ~~unused~~on ~~commitments~~the ofrecord ~~$2.5~~date ~~billion~~announcement ~~under~~and ~~the~~required ~~Term~~notice ~~Loan~~of ~~Facility. In addition~~redemption, insee ~~2018~~Note ~~the~~18 ~~company amended its $3.0 billion revolving credit facility~~ to ~~extend~~ the ~~maturity~~interim ~~date~~Consolidated toFinancial ~~June~~Statements ~~2020~~and Recent Developments.

~~The~~In ~~Term~~March ~~Loan~~2016, ~~Facility~~the ~~and~~company ~~the~~entered ~~revolving~~into a credit ~~facility~~agreement ~~contain~~that ~~customary~~provides ~~representations~~for ~~and~~a ~~warranties~~three-year, ~~affirmative~~senior ~~and~~unsecured ~~negative~~term ~~covenants,~~loan ~~and~~facility ~~events~~in the aggregate principal amount of ~~default~~$4.5 ~~that~~billion ~~are~~(as ~~typical~~amended, ~~for~~from ~~companies~~time ~~with~~to ~~similar~~time, ~~credit~~the ~~ratings~~"Term ~~and~~Loan ~~generally~~Facility") ~~consistent~~under ~~with~~which ~~those~~Historical ~~applicable~~DuPont may make up to ~~DuPont’s~~seven ~~long-~~term ~~public~~loan ~~debt~~borrowings and amounts repaid or prepaid are not available for subsequent borrowings. The proceeds from the borrowings under the Term Loan Facility ~~and~~were used for the ~~revolving~~company's ~~credit~~general ~~facility~~corporate ~~contain~~purposes including debt repayment, working capital and funding a ~~financial~~portion ~~covenant~~of ~~requiring~~DowDuPont's ~~that~~costs and expenses. At March 31, 2019, the ~~ratio~~company ofhad ~~Total~~made ~~Indebtedness~~six toterm ~~Total~~loan ~~Capitalization~~borrowings ~~for~~in ~~DuPont~~an aggregate principal amount of $3 billion and ~~its~~had ~~consolidated~~unused ~~subsidiaries~~commitments ~~not~~of ~~exceed~~$1.5 0billion under the Term Loan Facility.~~6667. At~~ ~~September~~On ~~30,~~May ~~2018~~2, 2019 Historical DuPont terminated its Term Loan Facility and repaid the ~~company~~aggregate ~~was~~outstanding inprincipal ~~compliance~~amount ~~with~~of ~~this~~$3 ~~financial~~billion ~~covenant~~plus accrued and unpaid interest through and including May 1, 2019. For further information on the termination of the Term Loan Facility, see Note 18 to the interim Consolidated Financial Statements and Recent Developments.

The Term Loan Facility and the revolving credit facility ~~will~~(the ~~terminate~~"Facilities") contain customary representations and warranties, affirmative and ~~the~~negative ~~loans~~covenants, and ~~other~~events ~~amounts~~of ~~thereunder~~default ~~would~~that ~~become~~are ~~due~~typical for companies with similar credit ratings and ~~payable,~~generally ~~upon~~consistent ~~the~~with ~~sale,~~those ~~transfer,~~applicable ~~lease~~to orHistorical ~~other~~DuPont’s ~~disposition~~long-term ofpublic ~~all~~debt. The orFacilities ~~substantially~~contain ~~all~~a offinancial ~~the~~covenant ~~assets~~requiring ofthat the ~~agriculture~~ratio ~~product~~of ~~line~~Total Indebtedness to ~~DowDuPont,~~Total ~~its~~Capitalization ~~shareholders~~for orHistorical ~~any~~DuPont ofand its ~~non-DuPont~~consolidated subsidiaries not exceed 0.6667. At March 31, 2019, the company was in compliance with this financial covenant.

In ~~February~~November 2018, inHistorical ~~line~~DuPont ~~with~~entered ~~seasonal~~into ~~agricultural~~a ~~working~~$3.0 ~~capital~~billion ~~requirements,~~five-year ~~the~~revolving ~~company~~credit ~~entered~~facility ~~into~~and a ~~committed~~$3.0 ~~receivable~~billion ~~repurchase~~three-year ~~agreement~~revolving credit facility (the “2018 Revolving Credit Facilities”). Availability of upfunds was subject to ~~$1.3~~a ~~billion~~number (of conditions, including Corteva becoming a party to the "2018 ~~Repurchase~~Credit ~~Facility")~~Revolving ~~which~~Facilities ~~expires~~and inthe ~~December~~consummation ~~2018~~of the separation and distribution of Corteva. ~~From~~ ~~time~~On toMay ~~time~~2, 2019, the ~~company~~2018 ~~and~~Revolving ~~the~~Credit ~~banks~~Facilities ~~modify~~were amended, making the ~~monthly~~2018 ~~commitment~~Revolving ~~amounts~~Credit toFacilities ~~better~~available ~~align~~for ~~with~~Historical ~~working~~DuPont, ~~capital~~effective ~~requirements~~May 2, 2019. ~~Under~~ Corteva, Inc will become a party to the 2018 ~~Repurchase~~Revolving ~~Facility,~~Credit Facilities upon the ~~company~~separation ~~may~~and ~~sell~~distribution afrom ~~portfolio~~DowDuPont. ofThe ~~available~~2018 Revolving Credit Facilities contain customary representations and ~~eligible~~warranties, ~~outstanding~~affirmative ~~customer~~and ~~notes~~negative ~~receivables~~covenants ~~within~~and ~~the~~events ~~agriculture~~of ~~product~~default ~~line~~that toare ~~participating~~typical ~~institutions~~for companies with similar credit ratings and ~~simultaneously~~generally ~~agree~~consistent with those applicable to ~~repurchase~~Historical atDuPont’s aexisting ~~future~~term ~~date~~loan and revolving credit facilities. ~~See~~The ~~further~~2018 ~~discussion~~Revolving ofCredit ~~this~~Facilities ~~facility~~also incontain ~~Note~~a 13financial covenant requiring that the ratio of total indebtedness to total capitalization for the ~~interim~~company ~~Consolidated~~and ~~Financial~~its ~~Statements~~consolidated subsidiaries not exceed 0.60.

~~The~~In ~~company~~February ~~has~~2019, ~~access~~in toline ~~approximately~~with ~~$6.1~~seasonal ~~billion~~agricultural inworking ~~committed~~capital ~~and~~requirements, ~~uncommitted~~the ~~unused~~company ~~credit~~entered ~~lines~~into ~~compared~~a committed receivable repurchase agreement of up to $61.73 billion as(the of"2019 ~~December~~Repurchase ~~31,~~Facility") ~~2017. These~~which ~~unused~~expires ~~credit~~in ~~lines~~December ~~provide~~2019. From ~~support~~time to ~~meet~~time, the company’s ~~short-term~~and ~~liquidity~~the ~~needs~~banks ~~and~~modify ~~for~~the ~~general~~monthly ~~corporate~~commitment ~~purposes~~amounts ~~which~~to better align with working capital requirements. Under the 2019 Repurchase Facility, the company may ~~include~~sell ~~funding~~a portfolio of ~~discretionary~~available and ~~non-discretionary~~eligible ~~contributions~~outstanding tocustomer ~~certain~~notes ~~benefit~~receivables ~~plans,~~within ~~severance~~the ~~payments,~~agriculture ~~repayment~~product line to participating institutions and ~~refinancing~~simultaneously ofagree ~~debt,~~to ~~working~~repurchase ~~capital,~~at ~~capital~~a ~~expenditures,~~future ~~repurchases~~date. See ~~and~~further ~~redemptions~~discussion of ~~securities,~~this ~~and~~facility ~~funding~~in aNote ~~portion~~12 ofto ~~DowDuPont's~~the ~~costs~~interim ~~and~~Consolidated ~~expenses~~Financial Statements.

The company's cash, cash equivalents and marketable securities at ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018 ~~are~~were $3.8 billion and $84.25 billion, respectively, of which $3.53 billion at ~~September~~March 3031, ~~2018~~2019 and $73.9 billion at December 31, ~~2017~~2018 was held by subsidiaries in foreign countries, including United States territories. ~~The~~ company is currently evaluating the impact of The Act on its permanent reinvestment assertion. The Act requires companies to pay a one-time transition tax on earnings of foreign subsidiaries, a majority of which were previously considered permanently reinvested by the company (see Note 9 to the interim Consolidated Financial Statements for further details of The Act). A tax liability has been accrued for the estimated U.S. federal tax on all unrepatriated earnings as of December 31, 2017 in accordance with The Act. The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries' operational activities and future foreign investments. The company has the ability to repatriate additional funds to the US, which could result in an adjustment to the tax liability for foreign withholding taxes, foreign and/or U.S. state income taxes and the impact of foreign currency movements. During 2018, the company has and expects to continue repatriating certain funds from its foreign subsidiaries that are not needed to finance local operations or separation activities. During the three and nine months ended September 30, 2018, the company has recorded tax expense of $61 million associated with these repatriation activities.

During the period January 1 through August 31, 2017, the company made contributions of $2.9 billion to its principal U.S. pension plan funded through a debt offering in May of 2017; short-term borrowings, including commercial paper issuance; and cash. The company made a discretionary contribution of $1.1 billion in the third quarter of 2018 to its principal U.S. pension plan, primarily through cash balances. The decision to make the discretionary contribution took into account tax deductible limits as well as capital structure considerations.41

Summary of Cash Flows

Cash used for operating activities was $2.6 billion for the nine months ended September 30, 2018 compared to $0.3 billion for the period September 1 through September 30, 2017 and $3.9 billion for the period January 1 through August 31, 2017. The decrease was due to higher pension contributions in 2017.

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~~Cash~~The ~~used~~Act ~~for~~requires ~~investing~~companies ~~activities~~to ~~was~~pay ~~$0.2~~a ~~billion~~one-time ~~for~~transition ~~the~~tax ~~nine~~on ~~months~~earnings ~~ended~~of ~~September~~foreign 30subsidiaries, ~~2018~~a ~~compared~~majority of which were previously considered permanently reinvested by the company (see Note 8 to $0the interim Consolidated Financial Statements for further details of The Act).9 The ~~billion~~cash ~~provided~~held by ~~investing~~foreign ~~activities~~subsidiaries for permanent reinvestment is generally used to finance the ~~period~~subsidiaries' ~~September~~operational 1activities ~~through~~and ~~September~~future 30foreign investments. The company has the ability to repatriate additional funds to the US, ~~2017~~which could result in an adjustment to the tax liability for foreign withholding taxes, foreign and/or $2U.4S. ~~billion~~state ~~used~~income ~~for~~taxes ~~investing~~and ~~activities~~the ~~for~~impact of foreign currency movements. It is not practicable to calculate the ~~period~~unrecognized ~~January~~deferred 1tax ~~through~~liability ~~August~~on ~~31,~~undistributed ~~2017~~foreign earnings due to the complexity of the hypothetical calculation. ~~The~~During ~~change~~the ~~was~~first ~~due~~and ~~primarily~~second quarters of 2019, in connection with the Intended Business Separations, the company has and expects to ~~decreased~~continue ~~purchases~~repatriating certain funds from its foreign subsidiaries that are not needed to finance local operations or separation activities. During the three months ended March 31, 2019, the company recorded tax expense of ~~marketable~~$13 ~~securities~~million associated with these repatriation activities.

~~Cash~~Summary ~~used~~of ~~for~~Cash financing activities was $0.9 billion for the nine months ended September 30, 2018 compared to $0.2 billion provided by financing activities for the period September 1 through September 30, 2017 and $5.6 billion provided by financing activities for the period January 1 through August 31, 2017. The change was due primarily to higher borrowings in 2017 related to pension contributions and increased distributions to DowDuPont to support 2018 share repurchases.Flows

AsCash ofused ~~the~~for ~~consummation~~operating ofactivities ~~the~~was ~~Merger~~$1,422 ~~shares~~million offor ~~DuPont~~the ~~common~~three ~~stock~~months ~~held~~ended ~~publicly~~March ~~were redeemed and DuPont's common stock is owned solely by its parent company~~31, ~~DowDuPont.~~2019 ~~DuPont's~~compared ~~preferred~~to ~~stock remains issued and outstanding~~$1,975 ~~and~~million ~~DuPont continues to be responsible~~ for ~~dividends~~the onthree ~~its~~months ~~preferred~~ended ~~stock;~~March ~~however~~31, ~~the~~2018. ~~obligation~~The ischange ~~not~~was ~~material~~primarily due to ~~the~~lower ~~company's~~tax ~~liquidity. Dividend~~ payments toand ~~shareholders~~higher ofprepayments ~~DuPont~~from ~~preferred~~customer ~~stock totaled $7~~contracts.0 ~~million in the nine months ended September 30, 2018.~~

~~DowDuPont~~Cash ~~relies~~used onfor ~~distributions~~investing ~~and~~activities ~~other~~was ~~intercompany transfers from DuPont and Dow to fund payment of its costs and expenses. In November 2017, DowDuPont's Board of Directors authorized an initial~~ $4514 ~~billion~~million ~~share~~for ~~repurchase program to buy back shares of DowDuPont common stock. The $4 billion share repurchase program was completed in~~ the ~~third~~three ~~quarter~~months ofended ~~2018. In February, April and June 2018, the Board declared first, second and third quarter dividends per share of DowDuPont common stock payable on~~ March 1531, ~~2018,~~2019 ~~June~~compared ~~15,~~to ~~2018~~$382 ~~and~~million ~~September~~provided ~~14,~~by ~~2018,~~investing ~~respectively.~~activities ~~For~~for the ~~nine~~three months ended ~~September~~March 3031, 2018,. ~~DuPont~~The ~~declared~~change ~~and~~was ~~paid~~primarily ~~distributions~~due to ~~DowDuPont~~lower ofnet ~~about~~maturities ~~$2.5 billion, primarily to fund a portion~~ of ~~DowDuPont's~~marketable ~~first~~securities, ~~second~~as ~~and~~well ~~third~~as ~~quarter~~higher ~~share~~capital ~~repurchases and dividend payments~~expenditures.

OnCash ~~October~~provided ~~11,~~by ~~2018,~~financing ~~DowDuPont~~activities ~~declared~~was a$1,226 ~~dividend~~million offor ~~$0.38~~the ~~per~~three ~~share,~~months ~~payable~~ended onMarch ~~December 14~~31, ~~2018,~~2019 toand ~~its~~$694 ~~shareholders~~million ofused ~~record~~for onfinancing ~~November~~activities ~~30,~~for ~~2018.~~the ~~DuPont’s~~three ~~amount~~months ofended ~~this~~March ~~shareholder~~31, ~~dividend~~2018. The ~~has~~change ~~not~~was ~~yet~~primarily ~~been~~due ~~determined.~~to ~~The~~a ~~company~~net ~~expects~~increase toin ~~declare~~borrowings, ~~and~~as ~~pay~~well aas ~~dividend~~decreased distributions to DowDuPont ~~in December 2018~~.

OnAs ~~November~~of 1,the ~~2018~~consummation of the Merger, shares of Historical DuPont common stock held publicly were redeemed and Historical DuPont's common stock is owned solely by DowDuPont. ~~announced~~Historical aDuPont's ~~new~~preferred $3stock ~~billion~~remains ~~share~~issued ~~buyback~~and ~~program~~outstanding, ~~which~~and ~~expires~~Historical DuPont continues to be responsible for dividends on ~~March~~its 31preferred stock; however, ~~2019~~the -obligation ~~commensurate~~is ~~with~~not material to the ~~expected~~company's ~~timing~~liquidity. Dividend payments to shareholders of Historical DuPont preferred stock totaled $2 million for the ~~materials~~three ~~science~~months ~~spin-off~~ended March 31, 2019 and 2018, respectively.

For the three months ended March 31, 2019, Historical DuPont declared and paid distributions to DowDuPont of $317 million, primarily to fund a portion of DowDuPont’s first quarter dividend payment.

Guarantees and Off-Balance Sheet Arrangements

For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company's ~~2017~~2018 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Off- Balance Sheet Arrangements, and Note 1413 to the interim Consolidated Financial Statements.

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Critical Accounting Estimates

The company's significant accounting policies are more fully described in Note 1 in the company's ~~2017~~2018 Annual Report. Management believes that the application of these policies on a consistent basis enables the company to provide the users of the financial statements with useful and reliable information about the company's operating results and financial condition.

Valuation of Assets and Impairment Considerations

~~The~~As ~~company~~a result of the Merger and related acquisition method of accounting, Historical DuPont’s assets and liabilities were measured at fair value ~~as of the date of the Merger~~, and ~~as a result,~~ any declines in the projected cash flows could have a material, negative impact on the fair value of the company'’s reporting units and assets, and therefore could result in an impairment. ~~Goodwill~~ and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter or more frequently when events or changes in circumstances indicate that the fair value is below its carrying value. As previously disclosed in the Form 10-Q for the quarter ended June 30, 2018, the company commenced strategic business reviews during the third quarter 2018 and assembled updated cash flow projections. The revised cash flow projections of the agriculture reporting unit assessed and quantified the impacts of developing market conditions, events and circumstances previously discussed by DowDuPont that have evolved throughout 2018, resulting in a reduction in the forecasts of sales and profitability as compared to prior forecasts. The reduction in cash flow projections was principally driven by lower growth in sales and margins in North America and Latin America and unfavorable currency impacts related to the Brazilian real. The lower growth is driven by reduced planted area, an expected unfavorable shift to soybeans from corn in Latin America, and delays in expected product registrations. In addition, decrease in commodity prices and higher than anticipated industry grain inventories are expected to impact farmers’ income and buying choices resulting in shifts to lower technologies and pricing pressure.

55As a result of the Internal Reorganization, in the second quarter of 2019, Historical DuPont will assess the recoverability of the goodwill within the electronics and communications, protection solutions, nutrition and health, transportation and advanced polymers, packaging and specialty plastics, industrial biosciences, and clean technologies reporting units, and the overall carrying value of the net assets in the disposal group that was distributed to DowDuPont on May 1, 2019 (the “SP Distribution”). Additionally, in connection with Internal Reorganizations and the Corteva Distribution, in the second quarter of 2019, Historical DuPont will reorganize its reporting structure to align with that of Corteva and will re-allocate goodwill to the new reporting units (the “Corteva Segment Realignment”). Historical DuPont will assess the recoverability of the goodwill in the reporting unit identified both before and after the reorganization of the reporting structure.

~~Table~~Certain of ~~Contents~~Historical DuPont’s reporting units, industrial biosciences, electronics and imaging, and clean technologies, are at higher risk for impairment given recent unfavorable conditions in certain markets and the small margin of their respective fair values over their respective carrying values as of the date of the company’s last annual impairment test. Recent unfavorable market conditions slowed demand in biomaterials within industrial biosciences and electronics and imaging is being impacted by softness in photovoltaics and advanced materials. These legacy specialty products product lines will be reflected in Historical DuPont’s Consolidated Financial Statements as a discontinued operation beginning in the second quarter 2019.

The company ~~considered~~will ~~the~~assemble ~~combination of these factors~~ and ~~the~~review ~~resulting~~updated ~~reduction~~financial ~~in its forecasted~~ projections, ~~for~~including ~~the~~any ~~agriculture~~changes ~~reporting~~to ~~unit~~key ~~and~~assumptions, ~~determined~~in itconnection ~~was~~with ~~more likely than not that~~ the ~~fair~~SP ~~value~~Distribution ~~of the agriculture reporting unit was less than the carrying value, thus requiring the performance of an updated goodwill~~ and ~~intangible~~Corteva ~~asset~~Segment ~~impairment analysis for the agriculture reporting unit as of September 30, 2018~~Realignment. In ~~performing~~connection ~~the~~with ~~interim~~this ~~impairment analysis~~activity, the ~~company~~outcome ~~determined the appropriate measure~~ of ~~fair~~which ~~value~~is ~~was~~not acurrently ~~form~~known, ofit ~~the~~is ~~income~~possible ~~approach using a discounted cash flow model. The result of the impairment test indicated~~ that ~~the fair value of the agriculture reporting unit was lower than the carrying value, resulting in a $4.5 billion pre~~non-~~tax~~cash ~~(and after-tax) goodwill~~ impairment ~~charge. The~~charges ~~key~~could ~~assumption~~be ~~driving~~recorded ~~the change~~ in ~~fair~~second ~~value~~quarter ~~was the lower financial projections~~2019. ~~The~~There ~~company~~can ~~also~~be ~~performed~~no anassurance ~~impairment test on indefinite-lived intangibles and determined~~ that ~~the~~such fair value of certain IPR&D assets had declined as a result of delays in timing of commercialization and increases to expected research and development costs. This resulted in a pre-tax impairment charge of $85 million ($66 million after-tax). The assumptions and estimates used in determining the fair values of this reporting unit and its indefinite-lived intangibles contain uncertaintiescharges, ~~and~~if any, ~~changes~~would tonot ~~these~~be ~~assumptions~~material ~~and~~to ~~estimates could have a negative impact and result in a future impairment. For further information see Notes 6, 12 and 18~~ the ~~interim Consolidated Financial Statements~~company.

~~With~~The ~~the exception of the agriculture reporting unit, there were no other indicators for the~~ company’s ~~other~~goodwill ~~reporting units that would suggest that it is more likely than not that the fair value is less than its carrying value at September 30, 2018. Due to the carrying value~~ and ~~fair~~indefinite-lived ~~value~~intangibles ofby ~~these~~ reporting ~~units~~unit ~~being equal~~ at ~~the~~March ~~date of the Merger resulting in little~~31, if2019 ~~any,~~is ~~margin~~shown ofbelow ~~fair value~~ (in excess of carrying value, the company believes these reporting units are at risk to have impairment charges in future periods. The dynamic economic environments in which the company's diversified product lines operate, and key economic and product line assumptions with respect to projected selling prices, market growth and inflation rates, can significantly affect the outcome of impairment tests. Estimates based on these assumptions may differ significantly from actual results. Changes in factors, circumstances and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time in which such impairments are recognized. millions):

The company’s goodwill and indefinite-lived intangibles by reporting unit at September 30, 2018 is shown below (in millions):



Reporting Unit	Goodwill		Indefinite-Lived Intangible Assets
Agriculture	$	8,859	$	8,237
Electronics and Imaging	4,058		480
Protection Solutions	5,496		260
Nutrition and Health	8,726		1,420
Transportation and Advanced Polymers	6,354		310
Packaging and Specialty Plastics	3,584		—
Industrial Biosciences	3,100		398
Clean Technologies	461		—
Total	$	40,638	$	11,105

Reporting Unit	Goodwill		Indefinite-Lived Intangible Assets
Agriculture	$	8,859	$	8,663
Electronics and Communications	4,073		495
Protection Solutions	5,570		260
Nutrition and Health	8,859		1,436
Transportation and Advanced Polymers	6,395		310
Packaging and Specialty Plastics	3,596		—
Industrial Biosciences	3,175		404
Clean Tech	461		—
Total	$	40,988	$	11,568

For further detailed information related to valuation of assets and impairment considerations, see the company’s 2018 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Estimates.

For further detailed information related to valuation of assets and impairment considerations, see the company’s 2017 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Estimates.

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Contractual Obligations

Information related to the company's contractual obligations at December 31, ~~2017~~2018 can be found in the company's ~~2017~~2018 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements. With the exception of increased borrowings under the ~~item~~Term ~~below~~Loan Facility, in the first quarter of 2019, there have been no material changes in the company's contractual obligations since December 31, ~~2017~~2018. See Note 12 to the interim Consolidated Financial Statements for further discussion of the company's Term Loan Facility.

			Payments Due In
(Dollars in millions)	Total at September 30, 2018		Remainder of 2018		2019-2020		2021-2022		2023 and beyond
Purchase obligations
Raw material obligations	$	1,951	$	493	$	761	$	678	$	19
Other liabilities
Pension and other post employment benefits	$	6,517	$	125	$	760	$	669	$	4,963

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Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q (as modified by a grant of no-action relief dated February 12, 2018) and is therefore filing this form with the reduced disclosure format and has omitted the information called for by this Item pursuant to General Instruction H(2)(c) of Form 10-Q.

Item 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

The company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the company's reports filed or submitted under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

As of ~~September~~March 3031, ~~2018~~2019, the company's Chief Executive Officer ("CEO")" and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.

b) Changes in Internal Control over Financial Reporting

There ~~has~~have been no ~~change~~changes in the company's internal control over financial reporting that occurred during the quarter ended ~~September~~March 3031, ~~2018~~2019 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

57In connection with the separations and intended Corteva Distribution, there are several processes, policies, operations, technologies and information systems that were integrated following the Merger which have been or will be replicated, transferred or separated. The company continues to take steps to ensure that adequate controls are designed and maintained throughout this transition period.

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PART II. OTHER INFORMATION


Item 1.	LEGAL PROCEEDINGS

The company is subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for third party property damage or personal injury stemming from alleged environmental torts. Information regarding certain of these matters is set forth below and in Note 1413 to the interim Consolidated Financial Statements.

Litigation

PFOA: Environmental and Litigation Proceedings

For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt

and does not distinguish between the two forms. Information related to this matter is included in Note 1413 to the interim Consolidated Financial Statements under the heading PFOA.

Fayetteville Works Facility, Fayetteville, North Carolina

In August 2017, the U.S. Attorney’s Office for the Eastern District of North Carolina served the company with a grand jury subpoena for testimony and the production of documents related to alleged discharges of GenX from the Fayetteville Works facility into the Cape Fear River. Historical DuPont has been served with additional subpoenas relating to the same issue and in the second quarter 2018, received a subpoena expanding the scope to any PFCs discharged from the Fayetteville Works facility into the Cape Fear River. Additional information related to this matter is included in Note 1413 to the interim Consolidated Financial Statements under the heading Fayetteville Works Facility, North Carolina.

La Porte Plant, La Porte, Texas - Crop Protection - Release Incident Investigations

On November 15, 2014, there was a release of methyl mercaptan at ~~the~~Historical ~~company’~~DuPont's La Porte, Texas, facility. The release occurred at the site’s Crop Protection unit resulting in four employee fatalities inside the unit. Historical DuPont continues to cooperate with governmental agencies, including the U.S. Environmental Protection Agency ("EPA"), the Chemical Safety Board and the Department of Justice ("DOJ"), which are still conducting investigations. These investigations could result in sanctions and ~~civil or~~ criminal penalties against ~~the~~Historical ~~company. In the second quarter 2018,~~ DuPont~~, the DOJ and EPA reached a resolution-in-principle, for $3~~.1 ~~million, regarding certain EPA civil claims. The resolution-in-principle was approved by the court in the third quarter 2018 and has been paid.~~

Environmental Proceedings

The company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations. The descriptions are included per Regulation S-K, Item 103(5)(c) of the Securities Exchange Act of 1934.

La Porte Plant, La Porte, Texas - EPA Multimedia Inspection

The EPA conducted a multimedia inspection at the La Porte facility in January 2008. Historical DuPont, the EPA and the DOJ began discussions in the Fall 2011 relating to the management of certain materials in the facility's waste water treatment system, hazardous waste management, flare and air emissions. These discussions continue.

Sabine Plant, Orange, Texas - EPA Multimedia Inspection

In June 2012, Historical DuPont began discussions with the EPA and the DOJ related to a multimedia inspection that the EPA conducted at the Sabine facility in March 2009 and December 2015. The discussions involve the management of materials in the facility's waste water treatment system, hazardous waste management, flare and air emissions, including leak detection and repair. These discussions continue.

Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection

In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La Place, Louisiana. Historical DuPont sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015. Subsequent to this inspection, the EPA, the DOJ, the Louisiana Department of Environmental Quality ("LDEQ"), Historical DuPont and Denka began discussions in the spring of 2017 relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair. These discussions, which include potential settlement options, continue.

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New Jersey Directive PFAS

On March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Directive and Notice to Insurers to a number of companies, including Chemours, DowDuPont and certain DowDuPont subsidiaries including the company. Allegations against the company relate to former operations of Historical DuPont involving poly- and perfluoroalkyl substances, (“PFAS”), including PFOA and PFOA- replacement products. The NJDEP seeks past and future costs of investigating, monitoring, testing, treating, and remediating New Jersey’s drinking water and waste systems, private drinking water wells and natural resources including groundwater, surface water, soil, sediments and biota. The Directive seeks certain information as to future costs and information related to the historic uses of PFAS and replacement chemicals including “information ranging from use and discharge of the chemicals through wastewater treatment plants, air emissions, and sales of products containing the chemicals to current development, manufacture, use and release of newer chemicals in the state.”

Chemours has agreed, with reservations, to defend and indemnify the company in this matter.

New Jersey Directive Pompton Lakes

On March 27, 2019, the NJDEP issued a Directive and Notice to Insurers for Natural Resource Damages at Pompton Lakes facility in New Jersey. The directive was issued to the company and Chemours and it alleges that former operations at the facility by Historical DuPont have caused contamination and damage to surface and ground water, soils and sediments on and off the facility. The NJDEP is seeking $125,000 as reimbursement for the preparation of a natural resource damage assessment. Depending on the results of such assessment, the parties are notified that they may be required to pay for the restoration and replacement of any damage to such natural resources.

Chemours has agreed, with reservations, to defend and indemnify the company in this matter.

Item 1A. RISK FACTORS

There have been no material changes in the company's risk factors discussed in Part I, Item 1A, Risk Factors, in the company's ~~2017~~2018 Annual Report.

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Item 5. OTHER INFORMATION

In anticipation of and to facilitate the Intended Business Separations post the merger with Historical Dow, Historical DuPont is planning for the internal separation of the three businesses, both domestically and internationally, through a series of transactions that are intended to be tax-efficient from both a United States and foreign perspective (collectively, the "DuPont Internal Separations"). See Note 1 to the interim Consolidated Financial Statements for more information regarding the ~~merger~~Merger and the Intended Business Separations. The DuPont Internal Separations are currently expected to consist of two phases: (i) a series of internal transactions undertaken by Historical DuPont to separate the businesses underneath Historical DuPont including multiple distributions intended to qualify as tax-free spinoffs for United States tax purposes under Section 355 of the Internal Revenue Code, followed by (ii) internal distributions by Historical DuPont, as a subsidiary of DowDuPont, to DowDuPont of entities owning collectively the businesses to be owned by the two intended independent companies as opposed to Historical DuPont, which distributions are intended to qualify as tax-free spinoffs for United States tax purposes under Section 355 of the Internal Revenue Code. As part of the DuPont Internal Separations, through transactions that include distributions intended to qualify as tax-free spinoffs for United States tax purposes under Section 355 of the Internal Revenue Code, Historical DuPont also currently expects to separate more fully the internal legal structure of specialty products into electronics and imaging, industrial biosciences, nutrition and health, safety and construction, and transportation and advanced polymers so that each is owned by a separate intermediate corporation owned, in turn, by DowDuPont.

The DuPont Internal Separations are expected to occur in the United States and in (or involving entities domiciled in) various jurisdictions, including (but not limited to) Australia, Brazil, Canada, China, Colombia, France, Hong Kong, India, Japan, Korea, Luxembourg, Mexico, Netherlands, Russia, Singapore, Spain, Switzerland, Taiwan, Thailand, and Turkey. Following the completion of the DuPont Internal Separations, Historical DuPont expects that DowDuPont will effectuate the Intended Business Separations, pending DowDuPont Board approval, by means of distributions to its public shareholders of the capital stock of two entities each owning businesses currently owned by Historical DuPont, in distributions intended to qualify as tax-free spinoffs for United States tax purposes under Section 355 of the Internal Revenue Code.

The Historical DuPont subsidiaries, or their successors, that are anticipated to be distributing corporations in the DuPont Internal Separations (each in one or more tax-free spinoffs for United States tax purposes under Section 355 of the Internal Revenue Code) include the following: New Asia Holdco B.V.; DuPont China Holding Company Limited; DuPont China, Ltd.; SP International Holding 4 BV; DuPont de Nemours (France) S.A.S.; E.I. DuPont India Private Limited; DuPont Kabushiki Kaisha; DuPont Specialty Products KK; DuPont - Toray Company, Ltd; Du Pont Company (Singapore) Pte Ltd; DuPont Taiwan Ltd; DuPont International BV; DuPont Textiles & Interiors Delaware, Ltd; DuPont (Thailand) Co, Ltd; DuPont do Brasil S.A.; DuPont Holdco Spain III SL; DuPont de Colombia, S.A ; DuPont Mexicana, S de RL de CV; DuPont Corporaciones S de RL de CV; DuPont Latin America, Inc; DuPont Science and Technologies LLC; DuPont Asturias, S.L.; DuPont de Nemours International S.a.r.l; DuPont Technology (Luxembourg) S.a.r.l; DPC (Luxembourg) S.a.r.l; DuPont Contern (Luxembourg) S.a.r.l; DuPont Acquisition (Luxembourg) S.a.r.l; DuPont Holding Netherlands BV; DuPont C.H. (f/k/a DuPont Korea Y.H).; SP Korea, LLC; DuPont Operations Inc; E&C EMEA Holding 2 BV; E&C International Holding; E&C EMEA Holding BV; SP EMEA Holding 8 BV; DuPont Chemical and Energy Operations, Inc; Danisco Holding USA Inc; E. I. du Pont de Nemours and Company; PM Diamond, Inc; 1811324 Ontario Limited, Hickory Holdings, Inc.; DuPont Asia Pacific, Inc., and Pioneer Hi-Bred International, Inc.


Item 6.	EXHIBITS

Exhibits: The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	E. I. DU PONT DE NEMOURS AND COMPANY
	(Registrant)
	Date:	~~November~~May 28, ~~2018~~2019
	By:	/s/ Gregory R. Friedman
		Gregory R. Friedman
		Vice President and
		Chief Financial Officer
		(As Duly Authorized Officer and
		Principal Financial Officer)

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EXHIBIT INDEX

ExhibitNumber		Description
3.1		Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K (Commission file number 1-815) dated September 1, 2017).
3.2		Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the company's Current Report on Form 8-K (Commission file number 1-815) for the period ended September 1, 2017).
4		The Company agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of the company and its subsidiaries.
10.1**		Separation Agreement by and between the Company and The Chemours Company (incorporated by reference to Exhibit 2.1 to the company's Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015).
10.2		Amendment No. 1 to Separation Agreement by and between the Company and The Chemours Company, dated August 24, 2017 (incorporated by reference to Exhibit 2.1 to the company's Current Report on Form 8-K (Commission file number 1-815) dated August 25, 2017).
10.3		Tax Matters Agreement by and between the Company and The Chemours Company (incorporated by reference to Exhibit 2.2 to the company's Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015).
10.4**		Master Repurchase Agreement by and among Cooperatieve Rabobank, U.A. (New York Branch), The Bank of Tokyo Mitsubishi UFJ Ltd. (New York Branch) and PHI Financial Services, Inc., dated as of February 13, 2018 (incorporated by reference to Exhibit 10.4 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the period ended December 31, 2017).
10.5**		Master Framework Agreement by and among Cooperatieve Rabobank, U.A. (New York Branch), The Bank of Tokyo Mitsubishi UFJ Ltd. (New York Branch) and PHI Financial Services, Inc. dated as of February 13, 2018 (incorporated by reference to Exhibit 10.5 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the period ended December 31, 2017).
10.8**		Transaction Agreement, dated as of March 31, 2017, by and between the Company and FMC Corporation (incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2017).
10.9**		Purchase Price Allocation Side Letter Agreement, dated as of May 12, 2017, by and between the Company and FMC Corporation (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2017).
10.10*		Employment Agreement by and between the Company and Edward D. Breen, dated as of August 31, 2017, (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (Commission file number 1-815) dated September 1, 2017).
10.11*		The E. I. du Pont de Nemours and Company Equity Incentive Plan, incorporated by reference to Exhibit 4.1 to DowDuPont Inc. Registration Statement on Form S-8 filed September 1, 2017.
10.12*		The E. I. du Pont de Nemours and Company Stock Performance Plan, incorporated by reference to Exhibit 4.2 to DowDuPont Inc. Registration Statement on Form S-8 filed September 1, 2017.
10.13*		The E. I. du Pont de Nemours and Company Management Deferred Compensation Plan, incorporated by reference to Exhibit 4.3 to DowDuPont Inc. Registration Statement on Form S-8 filed September 1, 2017.
10.14*		The E. I. du Pont de Nemours and Company Stock Accumulation and Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 4.4 to DowDuPont Inc. Registration Statement on Form S-8 filed September 1, 2017.
10.15*		DuPont’s Pension Restoration Plan, as last amended effective June 29, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2015).
10.16*		DuPont’s Supplemental Retirement Income Plan, as last amended effective December 18, 1996 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2011).
10.17*		DuPont’s Rules for Lump Sum Payments, as last amended effective May 15, 2014 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2015).
10.18*		DuPont’s Retirement Savings Restoration Plan, as last amended effective May 15, 2014. (incorporated by reference to Exhibit 10.08 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2014).
10.19*		DuPont’s Retirement Income Plan for Directors, as last amended January 2011 (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2012).
10.20**		DuPont's Senior Executive Severance Plan, as amended and restated effective December 10, 2015 (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2015).
31.1		Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Executive Officer.
31.2		Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Financial Officer.

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10.19*		DuPont’s Retirement Income Plan for Directors, as last amended January 2011 (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2012).
10.20**		DuPont's Senior Executive Severance Plan, as amended and restated effective December 10, 2015 (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2015).
12		Computation of Ratio of Earnings to Fixed Charges.
31.1		Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Executive Officer.
31.2		Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Financial Officer.
32.1		Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
32.2		Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensatory plan or arrangement. ** DuPont hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit, and amendments or modifications thereto, to such agreement to the U.S. Securities and Exchange Commission upon request.



*	Management contract or compensatory plan or arrangement.
**	Upon request of the U.S. Securities and Exchange Commission, (the “SEC”), DuPont hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement; provided, however, that DuPont may omit confidential information pursuant to Item 601(b)(10) or request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.

6250

Three Months Ended March 31,

(In millions)

Cost of goods sold

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