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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2020

or

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

Commission file number: 001-38196

DUPONT DE NEMOURS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
81-1224539
 
State or other jurisdiction of incorporation or organization
 
(I.R.S. Employer Identification No.)
 
974 Centre Road
Building 730
Wilmington
Delaware
 
19805
 
(Address of Principal Executive Offices)
 
(Zip Code)
 

(302) 774-3034
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
DD
New York Stock Exchange

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 ¨ No

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 the registrant was required to submit and post such files).
Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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
 
 
Accelerated filer
 
¨
 
Non-accelerated filer
 
¨
 
Smaller reporting company
 
 
 
 
 
 
Emerging growth company
 

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. ¨




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

The registrant had 733,827,575 shares of common stock, $0.01 par value, outstanding at July 29, 2020.


Table of Contents

DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q
For the quarterly period ended June 30, 2020

TABLE OF CONTENTS

PAGE
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
 
 
Item 3.
Item 4.
 
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 4.
Item 5.
Item 6.
 
 
 


3


Table of Contents

DuPont de Nemours, Inc.

Throughout this Quarterly Report on Form 10-Q, except as otherwise noted by the context, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries. On June 1, 2019, DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc. (“DuPont”) (for certain events prior to June 1, 2019, the Company may be referred to as DowDuPont). Beginning on June 3, 2019, the Company's common stock is traded on the New York Stock Exchange under the ticker symbol "DD."

On April 1, 2019, the Company completed the 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 (the “Dow Distribution”). On June 1, 2019, the Company completed the separation of its agriculture business into a separate and independent public company by way of a distribution of Corteva, Inc. (“Corteva”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Corteva’s common stock (the “Corteva Distribution”).

Following the Corteva Distribution, DuPont holds the specialty products business as continuing operations. The results of operations of DuPont for the 2019 interim periods presented reflect the historical financial results of Dow and Corteva as discontinued operations, as applicable. The cash flows and comprehensive income related to Dow and Corteva have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income, respectively, for the applicable period. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of Dow or Corteva.

On December 15, 2019, DuPont and International Flavors & Fragrances Inc. ("IFF") announced entry into definitive agreements to combine DuPont’s Nutrition & Biosciences business (the "N&B Business") with IFF in a transaction that would result in IFF issuing shares to DuPont shareholders. The transaction is expected to close in the first quarter of 2021, subject to approval by IFF shareholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel.

DuPontTM and all products, unless otherwise noted, denoted with TM, SM or ® are trademarks, service marks or registered trademarks of affiliates of DuPont de Nemours, Inc.

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," and similar expressions and variations or negatives of these words.

Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties and assumptions, many of which that are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future results. 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) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the intended transaction with IFF; changes in relevant tax and other laws, (ii) failure to obtain necessary regulatory approvals, approval of IFF’s shareholders, anticipated tax treatment or any required financing or to satisfy any of the other conditions to the intended transaction with IFF, (iii) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies that could impact the value, timing or pursuit of the intended transaction with IFF, (iv) risks and costs and pursuit and/or implementation of the separation of the N&B Business, including timing anticipated to complete the separation, any changes to the configuration of businesses included in the separation if implemented, (v) risks and costs related to the Dow Distribution and the Corteva Distribution (together, the “Distributions”) including (a) with respect to achieving all expected benefits from the Distributions; (b) the incurrence of significant costs in connection with the Distributions, including costs to service debt incurred by the Company to establish the relative credit profiles of Corteva, Dow and DuPont and increased costs related to supply, service and other arrangements that, prior to the Dow Distribution, were between entities under the common control of DuPont; (c) indemnification of certain legacy liabilities of E. I. du Pont de Nemours and Company ("Historical EID") in connection with the Corteva Distribution; and (d) potential liability arising from fraudulent conveyance and similar laws in connection with the Distributions; (vi) failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes, including meeting conditions under the Letter Agreement entered in connection with the Corteva Distribution, related to the transfer of certain levels of assets and businesses; (vii) uncertainty as to the long-term value of DuPont common stock; (viii) potential inability or reduced access to the capital markets or increased cost of borrowings, including as a result of a

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credit rating downgrade (ix) risks and uncertainties related to the novel coronavirus (COVID-19) and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities) on DuPont’s business, results of operations, access to sources of liquidity and financial condition which depend on highly uncertain and unpredictable future developments, including, but not limited to, the duration and spread of the COVID-19 outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume and (x) other risks to DuPont's business, operations and results of operations including from: 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 tariffs, trade disputes and retaliatory actions; impairment of goodwill or intangible assets; the availability of and fluctuations in the cost of energy and raw materials; business or supply disruption, including in connection with the Distributions; ability to effectively manage costs as the company’s portfolio evolves; security threats, such as acts of sabotage, terrorism or war, global health concerns and pandemics, natural disasters and weather events and patterns which could or could continue to 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 DuPont's intellectual property rights; 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 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 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. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont 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. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in (Part I, Item 1A) of DuPont’s 2019 Annual Report on Form 10-K and in (Part II, Item 1A) of this Form 10-Q.







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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
DuPont de Nemours, Inc.
Consolidated Statements of Operations

 
Three Months Ended June 30,
Six Months Ended June 30,
In millions, except per share amounts (Unaudited)
2020
2019
2020
2019
Net sales
$
4,828

$
5,468

$
10,049

$
10,882

Cost of sales
3,291

3,496

6,609

7,117

Research and development expenses
209

232

445

499

Selling, general and administrative expenses
541

642

1,174

1,368

Amortization of intangibles
528

252

1,061

508

Restructuring and asset related charges - net
19

137

423

208

Goodwill impairment charges
2,498

1,175

3,031

1,175

Integration and separation costs
145

347

342

958

Equity in earnings of nonconsolidated affiliates
103

49

142

89

Sundry income (expense) - net
(14
)
(19
)
197

65

Interest expense
193

165

376

316

Loss from continuing operations before income taxes
(2,507
)
(948
)
(3,073
)
(1,113
)
(Benefit from) provision for income taxes on continuing operations
(36
)
155

8

64

Loss from continuing operations, net of tax
(2,471
)
(1,103
)
(3,081
)
(1,177
)
Income from discontinued operations, net of tax

566


1,212

Net (loss) income
(2,471
)
(537
)
(3,081
)
35

Net income attributable to noncontrolling interests
7

34

13

85

Net loss available for DuPont common stockholders
$
(2,478
)
$
(571
)
$
(3,094
)
$
(50
)
 
 
 
 
 
 
 
 
 
 
Per common share data:
 
 
 
 
Loss per common share from continuing operations - basic
$
(3.37
)
$
(1.48
)
$
(4.20
)
$
(1.59
)
Earnings per common share from discontinued operations - basic

0.72


1.52

Loss per common share - basic
$
(3.37
)
$
(0.76
)
$
(4.20
)
$
(0.07
)
Loss per common share from continuing operations - diluted
$
(3.37
)
$
(1.48
)
$
(4.20
)
$
(1.59
)
Earnings per common share from discontinued operations - diluted

0.72


1.52

Loss per common share - diluted
$
(3.37
)
$
(0.76
)
$
(4.20
)
$
(0.07
)
 
 
 
 
 
Weighted-average common shares outstanding - basic
734.3

749.0

736.5

749.6

Weighted-average common shares outstanding - diluted
734.3

749.0

736.5

749.6

See Notes to the Consolidated Financial Statements.

6



DuPont de Nemours, Inc.
Consolidated Statements of Comprehensive Income

 
Three Months Ended June 30,
Six Months Ended June 30,
In millions (Unaudited)
2020
2019
2020
2019
Net (loss) income
$
(2,471
)
$
(537
)
$
(3,081
)
$
35

Other comprehensive income (loss), net of tax
 
 
 
 
Unrealized gains on investments



67

Cumulative translation adjustments
345

(38
)
(59
)
(135
)
Pension and other post employment benefit plans
3

56

5

191

Derivative instruments

17


(58
)
Total other comprehensive income (loss)
348

35

(54
)
65

Comprehensive (loss) income
(2,123
)
(502
)
(3,135
)
100

Comprehensive income attributable to noncontrolling interests, net of tax
10

41

8

98

Comprehensive (loss) income attributable to DuPont
$
(2,133
)
$
(543
)
$
(3,143
)
$
2

See Notes to the Consolidated Financial Statements.

7



DuPont de Nemours, Inc.
Condensed Consolidated Balance Sheets

In millions, except share amounts (Unaudited)
June 30, 2020
December 31, 2019
Assets
 
 
Current Assets
 
 
Cash and cash equivalents
$
3,737

$
1,540

Accounts and notes receivable - net
3,615

3,802

Inventories
4,307

4,319

Other current assets
327

338

Total current assets
11,986

9,999

Investments
 
 
Investments in nonconsolidated affiliates
1,212

1,204

Other investments
24

24

Noncurrent receivables
31

32

Total investments
1,267

1,260

Property, plant and equipment - net of accumulated depreciation (June 30, 2020 - $5,466; December 31, 2019 - $4,969)
9,909

10,143

Other Assets
 
 
Goodwill
30,018

33,151

Other intangible assets
12,349

13,593

Deferred income tax assets
195

236

Deferred charges and other assets
1,029

1,014

Total other assets
43,591

47,994

Total Assets
$
66,753

$
69,396

Liabilities and Equity
 
 
Current Liabilities
 
 
Short-term borrowings and finance lease obligations
$
3,559

$
3,830

Accounts payable
2,632

2,934

Income taxes payable
323

240

Accrued and other current liabilities
1,496

1,342

Total current liabilities
8,010

8,346

Long-Term Debt
15,608

13,617

Other Noncurrent Liabilities
 
 
Deferred income tax liabilities
3,174

3,514

Pension and other post employment benefits - noncurrent
1,166

1,172

Other noncurrent obligations
1,218

1,191

Total other noncurrent liabilities
5,558

5,877

Total Liabilities
29,176

27,840

Commitments and contingent liabilities
 
 
Stockholders' Equity
 
 
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2020: 733,819,825 shares; 2019: 738,564,728 shares)
7

7

Additional paid-in capital
50,191

50,796

(Accumulated deficit) Retained earnings
(11,728
)
(8,400
)
Accumulated other comprehensive loss
(1,465
)
(1,416
)
Total DuPont stockholders' equity
37,005

40,987

Noncontrolling interests
572

569

Total equity
37,577

41,556

Total Liabilities and Equity
$
66,753

$
69,396

See Notes to the Consolidated Financial Statements.

8



DuPont de Nemours, Inc.
Consolidated Statements of Cash Flows

 
Six Months Ended June 30,
In millions (Unaudited)
2020
2019
Operating Activities
 
 
Net (loss) income
$
(3,081
)
$
35

Adjustments to reconcile net income to net cash provided by (used for) operating activities:
 
 
Depreciation and amortization
1,546

2,163

Credit for deferred income tax and other tax related items
(310
)
(560
)
Earnings of nonconsolidated affiliates (in excess of) less than dividends received
(103
)
733

Net periodic pension benefit cost (credit)
16

(53
)
Pension contributions
(49
)
(463
)
Net gain on sales of assets, businesses and investments
(193
)
(55
)
Restructuring and asset related charges - net
423

482

Goodwill impairment charges
3,031

1,175

Amortization of merger-related inventory step-up

253

Other net loss
92

274

Changes in assets and liabilities, net of effects of acquired and divested companies:
 
 
Accounts and notes receivable
111

(2,535
)
Inventories
(12
)
302

Accounts payable
34

(695
)
Other assets and liabilities, net
15

(1,107
)
Cash provided by (used for) operating activities
1,520

(51
)
Investing Activities
 
 
Capital expenditures
(719
)
(1,800
)
Investment in gas field developments

(25
)
Proceeds from sales of property and businesses, net of cash divested
427

126

Acquisitions of property and businesses, net of cash acquired
(73
)

Proceeds from sale of ownership interests in nonconsolidated affiliates

21

Purchases of investments
(1
)
(192
)
Proceeds from sales and maturities of investments
1

228

Other investing activities, net
17

(15
)
Cash used for investing activities
(348
)
(1,657
)
Financing Activities
 
 
Changes in short-term notes payable
(274
)
2,517

Proceeds from issuance of long-term debt
2,025

4,005

Payments on long-term debt
(27
)
(6,892
)
Purchases of common stock
(232
)
(1,681
)
Proceeds from issuance of Company stock
34

67

Employee taxes paid for share-based payment arrangements
(13
)
(76
)
Distributions to noncontrolling interests
(10
)
(12
)
Dividends paid to stockholders
(442
)
(1,165
)
Cash held by Dow and Corteva at the respective Distributions

(7,315
)
Debt extinguishment costs

(104
)
Other financing activities, net
(11
)
(5
)
Cash provided by (used for) financing activities
1,050

(10,661
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(30
)
48

Increase (Decrease) in cash, cash equivalents and restricted cash
2,192

(12,321
)
Cash, cash equivalents and restricted cash from continuing operations, beginning of period
1,577

8,591

Cash, cash equivalents and restricted cash from discontinued operations, beginning of period

5,431

Cash, cash equivalents and restricted cash at beginning of period
1,577

14,022

Cash, cash equivalents and restricted cash from continuing operations, end of period
3,769

1,701

Cash, cash equivalents and restricted cash from discontinued operations, end of period


Cash, cash equivalents and restricted cash at end of period
$
3,769

$
1,701

See Notes to the Consolidated Financial Statements.

9



DuPont de Nemours, Inc.
Consolidated Statements of Equity
For the six months ended June 30, 2020 and 2019

In millions (Unaudited)
Common Stock
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comp Loss
Unearned ESOP
Treasury Stock
Non-controlling Interests
Total Equity
Balance at December 31, 2018
$
8

$
81,976

$
30,257

$
(12,394
)
$
(134
)
$
(5,421
)
$
1,608

$
95,900

Adoption of accounting standards


(111
)




(111
)
Net (loss) income


(50
)



85

35

Other comprehensive income



65



13

78

Dividends ($1.86 per common share)

(224
)
(1,165
)




(1,389
)
Common stock issued/sold

67






67

Stock-based compensation and allocation of ESOP shares

153



29



182

Distributions to non-controlling interests






(12
)
(12
)
Purchases of treasury stock





(1,681
)

(1,681
)
Retirement of treasury stock


(7,102
)


7,102



Spin-off of Dow and Corteva

(30,843
)
(30,123
)
11,498

105


(1,124
)
(50,487
)
Other
(1
)

(5
)




(6
)
Balance at June 30, 2019
$
7

$
51,129

$
(8,299
)
$
(831
)
$

$

$
570

$
42,576

 
 
 
 
 
 
 
 
 
Balance at December 31, 2019
$
7

$
50,796

$
(8,400
)
$
(1,416
)
$

$

$
569

$
41,556

Adoption of accounting standards


(3
)




(3
)
Net (loss) income


(3,094
)



13

(3,081
)
Other comprehensive loss



(49
)


(5
)
(54
)
Dividends ($.90 per common share)

(662
)





(662
)
Common stock issued/sold

34






34

Stock-based compensation

57






57

Distributions to non-controlling interests






(10
)
(10
)
Purchases of treasury stock





(232
)

(232
)
Retirement of treasury stock


(232
)


232



Other

(34
)
1




5

(28
)
Balance at June 30, 2020
$
7

$
50,191

$
(11,728
)
$
(1,465
)
$

$

$
572

$
37,577

See Notes to the Consolidated Financial Statements.




















10



DuPont de Nemours, Inc.
Consolidated Statements of Equity
For the three months ended June 30, 2020 and 2019


In millions (Unaudited)
Common Stock
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comp Loss
Unearned ESOP
Treasury Stock
Non-controlling Interests
Total Equity
Balance at March 31, 2019
$
8

$
82,141

$
29,486

$
(12,364
)
$
(105
)
$
(7,000
)
$
1,654

$
93,820

Net (loss) income


(571
)



34

(537
)
Other comprehensive income



35



7

42

Dividends ($.30 per common share)

(224
)
11





(213
)
Common stock issued/sold

4






4

Stock-based compensation and allocation of ESOP shares

51






51

Distributions to non-controlling interests






(1
)
(1
)
Purchases of treasury stock





(102
)

(102
)
Retirement of treasury stock


(7,102
)


7,102



Spin-off of Dow and Corteva

(30,843
)
(30,123
)
11,498

105


(1,124
)
(50,487
)
Other
(1
)






(1
)
Balance at June 30, 2019
$
7

$
51,129

$
(8,299
)
$
(831
)
$

$

$
570

$
42,576

 
 
 
 
 
 
 
 
 
Balance at March 31, 2020
$
7

$
50,605

$
(9,251
)
$
(1,810
)
$

$

$
566

$
40,117

Net (loss) income


(2,478
)



7

(2,471
)
Other comprehensive income



345



3

348

Dividends ($.60 per common share)

(440
)





(440
)
Common stock issued/sold








Stock-based compensation

27






27

Distributions to non-controlling interests






(4
)
(4
)
Purchases of treasury stock








Retirement of treasury stock








Other

(1
)
1






Balance at June 30, 2020
$
7

$
50,191

$
(11,728
)
$
(1,465
)
$

$

$
572

$
37,577

See Notes to the Consolidated Financial Statements.






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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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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 ("U.S. 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, the interim statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the 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, 2019, collectively referred to as the “2019 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.

Impact of the Novel Coronavirus (“COVID-19”) Pandemic
The COVID-19 pandemic has resulted in significant economic disruption and continues to adversely impact the broader global economy. The extent of the impact on the Company's operational and financial performance will depend on future developments, including, but not limited to, the duration and spread of the outbreak and its impact on the Company's customers and suppliers. As of the date of issuance of these interim Consolidated Financial Statements, the full extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations remains uncertain.
 
Basis of Presentation
Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("Merger Agreement"), The Dow Chemical Company ("Historical Dow") and E. I. du Pont de Nemours and Company ("Historical EID") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, Historical Dow and Historical EID became subsidiaries of DowDuPont (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. Historical Dow was determined to be the accounting acquirer in the Merger.

Except as otherwise indicated by the context, the term "Historical Dow" includes Historical Dow and its consolidated subsidiaries, "Historical EID" includes Historical EID and its consolidated subsidiaries, and "Dow Silicones" means Dow Silicones Corporation, a wholly owned subsidiary of Historical Dow.

Distributions
Effective as of 5:00 p.m. on April 1, 2019, the Company completed the 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 (the “Dow Common Stock”), to holders of the Company’s common stock (the “DowDuPont common stock”), as of the close of business on March 21, 2019 (the “Dow Distribution”).

Effective as of 12:01 a.m. on June 1, 2019, the Company completed the separation of its agriculture business into a separate and independent public company by way of a distribution of Corteva, Inc. (“Corteva”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Corteva’s common stock (the “Corteva Common Stock”), to holders of the Company’s common stock as of the close of business on May 24, 2019 (the “Corteva Distribution” and, together with the Dow Distribution, the “Distributions”).

Following the Corteva Distribution, DuPont holds the specialty products business. On June 1, 2019, DowDuPont changed its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." doing business as "DuPont." Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol "DD."
 
The results of operations of DuPont for the 2019 interim periods presented reflect the historical financial results of Dow and Corteva as discontinued operations, as applicable. The cash flows and comprehensive income related to Dow and Corteva have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income, respectively, for the applicable period. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of Dow or Corteva.





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On December 15, 2019, the Company entered into definitive agreements to separate and combine the Nutrition & Biosciences business segment (the "N&B Business") with International Flavors & Fragrances Inc. ("IFF") in a tax-efficient Reverse Morris Trust transaction, (the "Intended N&B Transaction"). The transaction is expected to close in the first quarter of 2021, subject to approval by IFF shareholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel. The financial results of the N&B Business are included in continuing operations for the periods presented.


NOTE 2 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and associated ASUs related to Topic 326. The new guidance introduces the current expected credit loss (“CECL”) model, which requires organizations to record an allowance for credit losses for certain financial instruments and financial assets, including trade receivables, based on expected losses rather than incurred losses. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

The Company adopted the new standard in the first quarter of 2020, which required a modified retrospective transition approach, applying the new standard's cumulative-effect adjustment at the date of initial adoption. This cumulative-effect has been reflected as of January 1, 2020 and prior periods have not been restated. The impact of initial adoption was not material to the Company’s interim Condensed Consolidated Balance Sheet, interim Consolidated Statements of Operations, and interim Consolidated Statement of Cash Flows.



14


Table of Contents

NOTE 3 - DIVESTITURES
Separation Agreements
In connection with the Dow Distribution and the Corteva Distribution, the Company entered into certain agreements that, among other things, effected the separations, provides for the allocation of assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among DuPont, Dow, and Corteva (together, the “Parties” and each a “Party”), and provides a framework for DuPont’s relationship with Dow and Corteva following the Distributions. Effective April 1, 2019, the Parties entered into the following agreements: the Separation and Distribution Agreement; the Tax Matters Agreement; the Employee Matters Agreement; and the Intellectual Property Cross-License Agreement (the “DuPont-Dow IP Cross-License Agreement”). In addition to the agreements above, DuPont has entered into certain various supply agreements with Dow. These agreements provide for different pricing than the historical intercompany and intracompany practices prior to the Distributions.

Effective June 1, 2019, in connection with the Corteva Distribution, DuPont and Corteva entered into the following agreements: the Intellectual Property Cross-License Agreement (the “DuPont-Corteva IP Cross-License Agreement”); the Letter Agreement; and the Amended and Restated Tax Matters Agreement.

Materials Science Division
On April 1, 2019, DowDuPont completed the separation of its Materials Science businesses, including the businesses and operations that comprised the Company's former Performance Materials & Coating, Industrial Intermediates & Infrastructure and the Packaging & Specialty Plastics segments, (the "Materials Science Division") through the consummation of the Dow Distribution.

On April 1, 2019, prior to the Dow Distribution, the Company contributed $2,024 million in cash to Dow.

The results of operations of the Materials Science Division are presented as discontinued operations as summarized below:
 
Six Months Ended
June 30, 2019
In millions
Net sales
$
10,867

Cost of sales
8,917

Research and development expenses
163

Selling, general and administrative expenses
329

Amortization of intangibles
116

Restructuring and asset related charges - net
157

Integration and separation costs
44

Equity in earnings of nonconsolidated affiliates
(13
)
Sundry income (expense) - net
99

Interest expense
240

Income from discontinued operations before income taxes
987

Provision for income taxes on discontinued operations
261

Income from discontinued operations, net of tax
726

Income from discontinued operations attributable to noncontrolling interests, net of tax
37

Income from discontinued operations attributable to DuPont stockholders, net of tax
$
689



The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the Materials Science Division:
 
Six Months Ended
June 30, 2019
In millions
Depreciation and amortization
$
744

Capital expenditures
$
597



Agriculture Division
On June 1, 2019, the Company completed the separation of its Agriculture business, including the businesses and operations that comprised the Company's former Agriculture segment (the "Agriculture Division"), through the consummation of the Corteva Distribution.


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Table of Contents

In 2019, prior to the distribution of Corteva, the Company contributed $7,139 million in cash to Corteva, a portion of which was used to retire indebtedness of Historical EID.

The results of operations of the Agriculture Division are presented as discontinued operations as summarized below:
 
Three Months Ended
June 30, 2019
Six Months Ended
June 30, 2019
In millions
Net sales
$
3,776

$
7,144

Cost of sales
2,026

4,218

Research and development expenses
183

470

Selling, general and administrative expenses
677

1,294

Amortization of intangibles
74

176

Restructuring and asset related charges - net
58

117

Integration and separation costs
272

430

Equity in earnings of nonconsolidated affiliates
(3
)
(4
)
Sundry income (expense) - net 
(7
)
58

Interest expense
28

91

Income from discontinued operations before income taxes
448

402

Provision for income taxes on discontinued operations 
48

82

Income from discontinued operations, net of tax
400

320

Income from discontinued operations attributable to noncontrolling interests, net of tax
25

35

Income from discontinued operations attributable to DuPont stockholders, net of tax
$
375

$
285



The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the Agriculture Division:
 
Three Months Ended
June 30, 2019
Six Months Ended
June 30, 2019
In millions
Depreciation and amortization
$
136

$
385

Capital expenditures
$
161

$
383



Indemnifications
In connection with the Distributions, Dow and Corteva indemnify the Company against, and DuPont indemnifies Dow and Corteva against certain litigation, environmental, income taxes, workers' compensation and other liabilities that arose prior to the Distributions, as applicable. The term of this indemnification is indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. At June 30, 2020, indemnified assets were $142 million within "Accounts and notes receivable, net" and $135 million within "Deferred charges and other assets" and indemnified liabilities were $81 million within "Accrued and other current liabilities" and $96 million within "Other noncurrent obligations."

Refer to Note 13 for additional information regarding treatment of litigation and environmental related matters under the Separation and Distribution Agreement and the Letter Agreement.

Sale of Compound Semiconductor Solutions
In the first quarter of 2020, the Company completed the sale of its Compound Semiconductor Solutions business unit, a part of the Electronics & Imaging segment, to SK Siltron. The proceeds received in the first quarter of 2020 related to the sale of the business were approximately $420 million. The sale resulted in a pre-tax gain of $197 million ($102 million net of tax) recorded in "Sundry income (expense) - net" in the Company's interim Consolidated Statements of Operations for the six months ended June 30, 2020.

Other Discontinued Operations Activity
For the three and six months ended June 30, 2019, the Company recorded "Income from discontinued operations, net of tax" of $86 million related to the adjustment of certain unrecognized tax benefits for positions taken on items from prior years from previously divested businesses and $80 million related to changes in accruals for certain prior year tax positions related to the divested crop protection business and research and development assets of Historical EID.


16


Table of Contents

Integration and Separation Costs
Integration and separation costs for continuing operations through June 30, 2020, 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, post-Merger integration, the Distributions, and beginning in the fourth quarter of 2019, the intended separation of the Nutrition & Biosciences business.

These costs are recorded within "Integration and separation costs" within the interim Consolidated Statements of Operations.
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Integration and separation costs
$
145

$
347

$
342

$
958




NOTE 4 - REVENUE
Revenue Recognition
Products
Substantially all of DuPont's revenue is derived from product sales. Product sales consist of sales of DuPont's products to supply manufacturers and distributors. 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.

Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.

During the second quarter of 2020, Electronics & Imaging realigned a component within the Semiconductor Technologies product line to the Image Solutions product line. The reporting changes have been retrospectively reflected for all periods presented.
Net Trade Revenue by Segment and Business or Major Product Line
Three Months Ended
June 30,
Six Months Ended
June 30,
In millions
2020
2019
2020
2019
Image Solutions
$
155

$
169

$
319

$
340

Interconnect Solutions
274

282

540

520

Semiconductor Technologies
476

407

930

823

Electronics & Imaging
$
905

$
858

$
1,789

$
1,683

Food & Beverage
$
739

$
746

$
1,477

$
1,501

Health & Biosciences
579

604

1,184

1,174

Pharma Solutions
221

208

429

418

Nutrition & Biosciences
$
1,539

$
1,558

$
3,090

$
3,093

Healthcare & Specialty
$
291

$
388

$
650

$
772

Industrial & Consumer
181

293

447

601

Mobility Solutions
360

588

879

1,213

Transportation & Industrial
$
832

$
1,269

$
1,976

$
2,586

Safety Solutions
$
581

$
657

$
1,212

$
1,322

Shelter Solutions
316

398

664

755

Water Solutions
347

286

644

547

Safety & Construction
$
1,244

$
1,341

$
2,520

$
2,624

Biomaterials
$
27

$
53

$
61

$
112

Clean Technologies
67

76

127

141

DuPont Teijin Films
34

42

77

79

Photovoltaic & Advanced Materials
180

230

409

484

Sustainable Solutions 1

41


80

Non-Core
$
308

$
442

$
674

$
896

Total
$
4,828

$
5,468

$
10,049

$
10,882

1. The Sustainable Solutions business was divested in the third quarter of 2019.

17


Table of Contents

Net Trade Revenue by Geographic Region
Three Months Ended
June 30,
Six Months Ended
June 30,
In millions
2020
2019
2020
2019
U.S. & Canada
$
1,513

$
1,826

$
3,255

$
3,602

EMEA 1
1,065

1,291

2,336

2,671

Asia Pacific
2,012

2,034

3,925

3,979

Latin America
238

317

533

630

Total
$
4,828

$
5,468

$
10,049

$
10,882


1.
Europe, Middle East and Africa.

Contract Balances
From time to time, the Company enters into arrangements in which it receives payments from customers based upon contractual billing schedules. The Company records accounts receivable when the right to consideration becomes unconditional. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers. The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.

Revenue recognized in the first six months of 2020 from amounts included in contract liabilities at the beginning of the period was approximately $14 million (approximately $25 million in the first six months of 2019). The amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was insignificant. The Company did not recognize any asset impairment charges related to contract assets during the period.
Contract Balances
June 30, 2020
December 31, 2019
In millions
Accounts and notes receivable - trade 1
$
2,921

$
3,007

Contract assets - current 2
$
42

$
35

Deferred revenue - current 3
$
44

$
20

Deferred revenue - noncurrent 4
$
49

$
24

1.
Included in "Accounts and notes receivable - net" in the interim Condensed Consolidated Balance Sheets.
2.
Included in "Other current assets" in the interim Condensed Consolidated Balance Sheets.
3.
Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
4.
Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets.


NOTE 5 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
Charges for restructuring programs and asset related charges, which include other asset impairments, were $19 million and $423 million for the three and six months ended June 30, 2020 ($137 million and $208 million for the three and six months ended June 30, 2019). These charges were recorded in "Restructuring and asset related charges - net" in the interim Consolidated Statements of Operations. The total liability related to restructuring programs was $164 million at June 30, 2020 ($162 million at December 31, 2019). Restructuring activity consists of the following:

2020 Restructuring Program
In the first quarter of 2020, the Company approved restructuring actions designed to capture near-term cost reductions and to further simplify certain organizational structures in anticipation of the expected closure of the Intended N&B Transaction (the "2020 Restructuring Program").

The following tables summarize the charges related to the 2020 Restructuring Program for the three and six months ended June 30, 2020:
 
Three Months Ended June 30, 2020
Six Months Ended June 30, 2020
In millions
Severance and related benefit costs
$
6

$
102

Asset related charges
9

24

Total restructuring and asset related charges - net
$
15

$
126




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Table of Contents

2020 Restructuring Program Charges (Credits) by Segment
Three Months Ended June 30, 2020
Six Months Ended June 30, 2020
In millions
Electronics & Imaging
$

$
4

Nutrition & Biosciences
1

7

Transportation & Industrial
(3
)
21

Safety & Construction
2

22

Non-Core


Corporate 
15

72

Total
$
15

$
126



The following table summarizes the activities related to the 2020 Restructuring Program:
2020 Restructuring Program
Severance and Related Benefit Costs
Asset Related Charges
Total
In millions
Year-to-date restructuring charges
$
102

$
24

$
126

Charges against the reserve

(24
)
(24
)
Cash payments
(21
)

(21
)
Reserve balance at June 30, 2020
$
81

$

$
81



At June 30, 2020, total liabilities related to the 2020 Restructuring Program were $81 million, recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Company expects actions related to this program to be substantially complete by the end of 2020.

2019 Restructuring Program
During the second quarter of 2019 and in connection with the ongoing integration activities, DuPont approved restructuring actions to simplify and optimize certain organizational structures following the completion of the Distributions (the "2019 Restructuring Program"). The Company has recorded pre-tax restructuring charges of $140 million inception-to-date, consisting of severance and related benefit costs of $106 million and asset related charges of $34 million.

The following table summarizes the charges incurred related to the 2019 Restructuring Program for the three and six months ended June 30, 2020 and 2019:
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Severance and related benefit (credits) costs
$
(16
)
$
50

$
2

$
50

Asset related charges

3


3

Total restructuring and asset related (credits) charges - net
$
(16
)
$
53

$
2

$
53



2019 Restructuring Program (Credits) Charges by Segment
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Electronics & Imaging
$
(3
)
$
7

$
(3
)
$
7

Nutrition & Biosciences
(3
)
14

(3
)
14

Transportation & Industrial
(8
)
12

(7
)
12

Safety & Construction
(14
)
17

(14
)
17

Non-Core




Corporate 
12

3

29

3

Total
$
(16
)
$
53

$
2

$
53




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Table of Contents

The following table summarizes the activities related to the 2019 Restructuring Program:
2019 Restructuring Program
Severance and Related Benefit Costs
In millions
Reserve balance at December 31, 2019
$
86

Year-to-date restructuring charges
2

Non-cash compensation
(6
)
Cash payments
(40
)
Reserve balance at June 30, 2020
$
42



At June 30, 2020, total liabilities related to the 2019 Restructuring Program were $42 million, recognized in "Accrued and other current liabilities" ($86 million at December 31, 2019) in the interim Condensed Consolidated Balance Sheets. The 2019 Restructuring Program is considered substantially complete at June 30, 2020.

DowDuPont Cost Synergy Program
In September and November 2017, the Company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program, which was designed to integrate and optimize the organization following the Merger and in preparation for the Distributions. The portions of the charges, costs and expenses attributable to integration and optimization within the Agriculture and Materials Science Divisions are reflected in discontinued operations. The Company has recorded pre-tax restructuring charges attributable to the continuing operations of DuPont of $489 million inception-to-date, consisting of severance and related benefit costs of $213 million, asset related charges of $209 million and contract termination and other charges of $67 million.

The following tables summarize the charges incurred related to the DowDuPont Cost Synergy Program:
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Severance and related benefit (credits) costs
$
(2
)
$
6

$
(2
)
$
49

Contract termination and other charges
1


6

16

Asset related charges

16


29

Total restructuring and asset related (credits) charges - net 1
$
(1
)
$
22

$
4

$
94


1. The charge for the three and six months ended June 30, 2019 includes $21 million and $92 million which was recognized in "Restructuring and asset related charges - net" and $1 million and $2 million which was recognized in "Equity in earnings of nonconsolidated affiliates" in the interim Consolidated Statements of Operations.

DowDuPont Cost Synergy Program Charges (Credits) by Segment
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Electronics & Imaging
$

$

$

$

Nutrition & Biosciences

8


35

Transportation & Industrial
1


1


Safety & Construction

3

5

5

Non-Core

1



Corporate 
(2
)
10

(2
)
54

Total
$
(1
)
$
22

$
4

$
94



The following table summarizes the activities related to the DowDuPont Cost Synergy Program:
DowDuPont Cost Synergy Program
Severance and Related Benefit Costs
Contract Termination Charges
Total
In millions
Reserve balance at December 31, 2019
$
74

$
2

$
76

Year-to-date restructuring (credits) charges
(2
)
6

4

Charges against the reserve

(1
)
(1
)
Cash payments
(36
)
(2
)
(38
)
Reserve balance at June 30, 2020
$
36

$
5

$
41



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Table of Contents

At June 30, 2020, total liabilities related to the DowDuPont Cost Synergy Program were $41 million, recognized in "Accrued and other current liabilities" ($76 million at December 31, 2019) in the interim Condensed Consolidated Balance Sheets. The DowDuPont Cost Synergy Program is considered substantially complete at June 30, 2020.

Asset Impairments
In the second quarter of 2020, the Company recorded a $21 million pre-tax impairment charge related to indefinite-lived intangible assets within the Transportation & Industrial segment. This charge was recorded within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations for the three and six months ended June 30, 2020. See Note 11 for further discussion.

The Company reviews and evaluates its long-lived assets for impairment when events and changes in circumstances indicate that the related carrying amount of such assets may not be recoverable and may exceed their fair value. For purposes of determining impairment, assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within the Non-Core segment gave rise to fair value indicators and, thus, triggering events requiring the Company to perform a recoverability assessment related to its biomaterials business unit. The Company performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-lived assets was not recoverable. Accordingly, the Company estimated the fair value of these assets using a market approach utilizing Level 3 unobservable inputs. As a result, the Company recognized a $270 million pre-tax impairment charge recorded within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations for the six months ended June 30, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

Equity Method Investment Impairment Related Charges
In preparation for the Corteva Distribution, Historical EID completed the separation of the assets and liabilities related to its specialty products businesses into separate legal entities (the “SP Legal Entities”) and on May 1, 2019, Historical EID distributed the SP Legal Entities to DowDuPont (the “Internal SP Distribution”). The Internal SP Distribution served as a triggering event requiring the Company to perform an impairment analysis related to equity method investments held by the Company as of May 1, 2019. The Company applied the net asset value method under the cost approach to determine the fair value of the equity method investments in the Nutrition & Biosciences segment. Based on updated projections, the Company determined the fair value of the equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment. As a result, management concluded the impairment was other-than-temporary and recorded an impairment charge of $63 million in “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations related to the Nutrition & Biosciences segment for the three and six months ended June 30, 2019.


NOTE 6 - SUPPLEMENTARY INFORMATION
Sundry Income (Expense) - Net
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Non-operating pension and other post employment benefit (OPEB) credits
$
8

$
18

$
19

$
39

Interest income
2

9

4

49

Net (loss) gain on divestiture and sales of other assets and investments 1,2
(4
)
10

193

63

Foreign exchange losses, net 
(23
)
(17
)
(31
)
(78
)
Miscellaneous income (expenses) - net 3
3

(39
)
12

(8
)
Sundry income (expense) - net
$
(14
)
$
(19
)
$
197

$
65

1. The six months ended June 30, 2020 includes income of $197 million related to the gain on sale of the Compound Semiconductor Solutions business unit within the Electronics & Imaging segment.
2. The six months ended June 30, 2019 includes income of $51 million related to a sale of assets within the Electronics & Imaging segment.
3. Miscellaneous income (expenses) - net for the three and six months ended June 30, 2019 includes a $48 million charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year settlement. The six months ended June 30, 2019 also includes $26 million related to licensing income within the Safety & Construction segment.


21


Table of Contents

Cash, Cash Equivalents and Restricted Cash
From time to time, the Company is required to set aside funds for various activities that arise in the normal course of business. These funds typically have legal restrictions associated with them and are deposited in an escrow account or held in a separately identifiable account by the Company. Historical EID entered into a trust agreement in 2013 (as amended and restated in 2017), establishing and requiring Historical EID 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. After the distribution of Corteva, the Trust assets related to Corteva employees were transferred to a new trust for Corteva (the "Corteva Trust"). As a result, the Trust currently held by DuPont relates to funding obligations to DuPont employees. At June 30, 2020, the Company had restricted cash of $32 million ($37 million at December 31, 2019) included in "Other current assets" in the interim Condensed Consolidated Balance Sheets which was completely attributed to the Trust.

Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets were $1,496 million at June 30, 2020 and $1,342 million at December 31, 2019. No component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities at June 30, 2020. Accrued payroll, which is a component of "Accrued and other current liabilities," was $479 million at December 31, 2019. No other component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities at December 31, 2019.


NOTE 7 - INCOME TAXES
For periods between the Merger and the Distributions, DuPont's consolidated federal income tax group and consolidated tax return included the Dow and Corteva entities. Generally, the consolidated tax liability of the DuPont U.S. tax group for each year was apportioned among the members of the consolidated group in accordance with the terms of the Amended and Restated Tax Matters Agreement. DuPont, Corteva 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 the Amended and Restated Tax Matters Agreement.

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate on continuing operations for the second quarter of 2020 was 1.4 percent, compared with an effective tax rate of (16.4) percent for the second quarter of 2019. For the first six months of 2020, the effective tax rate on continuing operations was (0.3) percent, compared with (5.8) percent for the first six months of 2019. The effective tax rate for the second quarter and for the first six months of 2020 was principally the result of a non-tax-deductible goodwill impairment charge impacting the Transportation and Industrial segment in the second quarter and a non-tax-deductible goodwill impairment charge impacting the Non-Core segment in the first quarter. The tax rate in the second quarter of 2019 and for the first six months of 2019 was principally the result of the non-tax-deductible goodwill impairment charges impacting the Nutrition & Biosciences and Non-Core segments. See Note 11 for more information regarding the goodwill impairment charges.

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.



22


Table of Contents

NOTE 8 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the three and six months ended June 30, 2020 and 2019:
Net Income for Earnings Per Share Calculations - Basic & Diluted
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Loss from continuing operations, net of tax
$
(2,471
)
$
(1,103
)
$
(3,081
)
$
(1,177
)
Net income from continuing operations attributable to noncontrolling interests
7

9

13

13

Net income from continuing operations attributable to participating securities 1



1

Loss from continuing operations attributable to common stockholders
$
(2,478
)
$
(1,112
)
$
(3,094
)
$
(1,191
)
Income from discontinued operations, net of tax

566


1,212

Net income from discontinued operations attributable to noncontrolling interests

25


72

Income from discontinued operations attributable to common stockholders

541


1,140

Net loss attributable to common stockholders
$
(2,478
)
$
(571
)
$
(3,094
)
$
(51
)
Earnings Per Share Calculations - Basic
Three Months Ended June 30,
Six Months Ended June 30,
Dollars per share
2020
2019
2020
2019
Loss from continuing operations attributable to common stockholders
$
(3.37
)
$
(1.48
)
$
(4.20
)
$
(1.59
)
Income from discontinued operations, net of tax

0.72


1.52

Net loss attributable to common stockholders
$
(3.37
)
$
(0.76
)
$
(4.20
)
$
(0.07
)
Earnings Per Share Calculations - Diluted
Three Months Ended June 30,
Six Months Ended June 30,
Dollars per share
2020
2019
2020
2019
Loss from continuing operations attributable to common stockholders
$
(3.37
)
$
(1.48
)
$
(4.20
)
$
(1.59
)
Income from discontinued operations, net of tax

0.72


1.52

Net loss attributable to common stockholders
$
(3.37
)
$
(0.76
)
$
(4.20
)
$
(0.07
)
Share Count Information 
Three Months Ended June 30,
Six Months Ended June 30,
Shares in millions
2020
2019
2020
2019
Weighted-average common shares - basic
734.3

749.0

736.5

749.6

Plus dilutive effect of equity compensation plans




Weighted-average common shares - diluted
734.3

749.0

736.5

749.6

Stock options and restricted stock units excluded from EPS calculations 2
6.3

2.5

6.6

2.4

1.
Historical Dow restricted stock units are considered participating securities due to Historical Dow's practice of paying dividend equivalents on unvested shares.
2. These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.


NOTE 9 - INVENTORIES
Inventories
June 30, 2020
December 31, 2019
In millions
Finished goods
$
2,671

$
2,621

Work in process
821

855

Raw materials
582

599

Supplies
233

244

Total inventories
$
4,307

$
4,319





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Table of Contents

NOTE 10 - NONCONSOLIDATED AFFILIATES
The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates"), by classification in the interim Condensed Consolidated Balance Sheets, are shown in the following table:
Investments in Nonconsolidated Affiliates
June 30, 2020
December 31, 2019
In millions
Investments in nonconsolidated affiliates
$
1,212

$
1,204

Accrued and other current liabilities
(78
)
(85
)
Other noncurrent obligations
(270
)
(358
)
Net investment in nonconsolidated affiliates
$
864

$
761



The Company had an ownership interest in 21 nonconsolidated affiliates at June 30, 2020. The following table reflects the Company's principal nonconsolidated affiliates and its ownership interest (direct and indirect) for each at June 30, 2020:
 
Country
Ownership Interest
 
June 30, 2020
The HSC Group:
 
 
DC HSC Holdings LLC 1
United States
50.0
%
Hemlock Semiconductor L.L.C.
United States
50.1
%
1.
DC HSC Holdings LLC holds an 80.5 percent indirect ownership interest in Hemlock Semiconductor Operations LLC.

Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the three and six months ended June 30, 2020 and 2019. Sales to nonconsolidated affiliates are primarily related to the sale of trichlorosilane, a raw material used in the production of polycrystalline silicon, to the HSC Group. Sales of this raw material to the HSC Group are reflected in Non-Core. Purchases from nonconsolidated affiliates represented less than 2 percent of “Cost of sales” for the three and six months ended June 30, 2020 and 2019.

HSC Group
The following table reflects the carrying value of the HSC Group investments at June 30, 2020 and December 31, 2019:
Investment in the HSC Group
 
Investment
In millions
Balance Sheet Classification
June 30, 2020
Dec 31, 2019
Hemlock Semiconductor L.L.C.
Other noncurrent obligations
$
(270
)
$
(358
)
DC HSC Holdings LLC
Investments in nonconsolidated affiliates
$
98

$
87



The following is summarized financial information for the Company's principal nonconsolidated equity method investments. The amounts shown below represent 100 percent of these equity method investments' results of operations:
Results of Operations
Six Months Ended June 30,
In millions
2020
2019
Revenues 1
$
345

$
367

Cost of sales 1
$
234

$
229

Income from continuing operations 2
$
203

$
135

Net income attributed to entities
$
198

$
119


1.
Includes revenues and cost of sales of $42 million and $55 million for the six months ended June 30, 2020 and 2019, respectively, that have not been eliminated between Hemlock Semiconductor L.L.C and DC HSC Holdings in the presentation of the summarized income statement information above.
2.
Includes benefits associated with customer contract settlements of approximately $165 million, partially offset by inventory valuation adjustments, for the six months ended June 30, 2020. The portion attributable to the Company was a net $64 million benefit.


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Table of Contents

NOTE 11 - GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amounts of goodwill during the six months ended June 30, 2020 were as follows:
 
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Const.
Non-Core
Total
In millions
Balance at December 31, 2019 
$
7,092

$
11,012

$
6,931

$
6,711

$
1,405

$
33,151

Acquisitions



53


53

Divestitures
(199
)




(199
)
Impairments


(2,498
)

(533
)
(3,031
)
Currency Translation Adjustment
5

(5
)
13

11


24

Measurement Period Adjustments



20


20

Balance at June 30, 2020
$
6,898

$
11,007

$
4,446

$
6,795

$
872

$
30,018


The Company tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. As a result of the related acquisition method of accounting in connection with the Merger, Historical EID’s assets and liabilities were measured at fair value resulting in increases to the Company’s goodwill and other intangible assets. The fair value valuation increased the risk that declines in financial projections, including changes to key assumptions, 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.

The Company continues to monitor the impact of the COVID-19 pandemic on the broader global economy, including the end markets which the Company serves. In the second quarter of 2020, continued near-term demand weakness in global automotive production resulting from the COVID-19 pandemic, along with revised views of recovery based on third party market information, served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its Transportation & Industrial reporting unit as of June 30, 2020. The carrying value of the Transportation & Industrial reporting unit is comprised substantially of Historical EID’s assets and liabilities which were measured at fair value in connection with the Merger, and thus inherently considered at risk for impairment. The Company performed quantitative testing on its Transportation & Industrial reporting unit, using a combination of the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (a form of the market approach), as further described below. Based on the analysis performed, the Company concluded that the carrying amount of the reporting unit exceeded its fair value resulting in a pre-tax, non-cash goodwill impairment charge of $2,498 million, reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the three and six months ended June 30, 2020.

The Company's goodwill analysis referenced above used the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs. The Company’s significant assumptions in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. 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 also used the Guideline Public Company Method (a form of the market approach). The significant assumptions used in this analysis include, but are not limited to, the derived multiples from comparable market transactions and other market data. The selection of comparable businesses is based on the markets in which the reporting unit operates giving consideration to risk profiles, size, geography, and diversity of products and services.

The Company probability-weighted scenarios for both the income and market approaches and also applied an overall probability-weighting to the income and market approaches to determine the concluded fair value of the reporting unit given the uncertainty in the current economic environment to determine the concluded fair value of the reporting unit. The Company believes the current assumptions and estimates utilized in the income and market approaches are both reasonable and appropriate.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within the Non-Core segment gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform impairment analyses related to goodwill as of March 31, 2020. As part of the analysis, the Company determined that the fair value of its Photovoltaic and Advanced Materials (“PVAM”) reporting unit was below its carry value resulting in an impairment charge to goodwill. Valuations of the PVAM reporting unit under a combination of the market approach and income approach reflected softening conditions in photovoltaics markets as compared to prior estimates. In connection with this analysis, the Company recorded a pre-tax, non-cash

25


Table of Contents

goodwill impairment charge of $533 million in the first quarter of 2020 impacting the Non-Core segment. This charge is reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the six months ended June 30, 2020. As a result of the impairment, the carrying value of the PVAM reporting unit is indicative of fair value and thus is at risk to have impairment charges in future periods.

In the second quarter of 2019, the Company recorded pre-tax, non-cash goodwill impairment charges of $1,175 million impacting the Nutrition & Biosciences and Non-Core segments which are reflected in "Goodwill impairment charges" in the interim Consolidated Statements of Operations for the three and six months ended June 30, 2019.

COVID-19 continues to adversely impact the broader global economy and has caused significant volatility in financial markets. If there is a of lack of recovery, the time period to recovery is longer than expected or further global softening is experienced in certain markets, such as automotive, aerospace, commercial construction, oil & gas and select industrial end-markets, or a sustained decline in the value of the Company's common stock, the Company may be required to perform additional impairment assessments for its goodwill, other intangibles, and long-lived assets, the results of which could result in material impairment charges.

Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
 
June 30, 2020
December 31, 2019
In millions
Gross
Carrying
Amount
Accum Amort
Net
Gross Carrying Amount
Accum Amort
Net
Intangible assets with finite lives:
 
 
 
 
 
 
  Developed technology
$
4,366

$
(1,616
)
$
2,750

$
4,343

$
(1,361
)
$
2,982

  Trademarks/tradenames
2,433

(1,055
)
1,378

2,433

(455
)
1,978

  Customer-related
8,994

(2,506
)
6,488

8,986

(2,229
)
6,757

  Other
303

(213
)
90

303

(98
)
205

Total other intangible assets with finite lives
$
16,096

$
(5,390
)
$
10,706

$
16,065

$
(4,143
)
$
11,922

Intangible assets with indefinite lives:
 
 
 
 
 
 
  Trademarks/tradenames
1,643


1,643

1,671


1,671

Total other intangible assets
1,643


1,643

1,671


1,671

Total
$
17,739

$
(5,390
)
$
12,349

$
17,736

$
(4,143
)
$
13,593



In the second quarter of 2020, the Company performed quantitative testing on indefinite-lived intangible assets attributable to the Transportation & Industrial segment, for which the Company determined that the fair value of certain tradenames had declined related to the factors described above. 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. 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 of the testing, the Company recorded a pre-tax, non-cash indefinite-lived intangible asset impairment charge of $21 million ($16 million after tax), which is reflected in "Restructuring and asset related charges - net," in the Consolidated Statements of Operations for the three and six months ended June 30, 2020. The remaining net book value of the tradenames attributable to the Transportation & Industrial segment at June 30, 2020 was approximately $289 million, which represents fair value.

In the first quarter of 2020, the Company recorded non-cash impairment charges related to definite-lived intangible assets impacting the Non-Core segment reflected within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations for the six months ended June 30, 2020. See Note 5 for further discussion.

The following table provides the net carrying value of other intangible assets by segment:
Net Intangibles by Segment
June 30, 2020
December 31, 2019
In millions
Electronics & Imaging
$
1,724

$
1,833

Nutrition & Biosciences
3,662

4,377

Transportation & Industrial
3,460

3,590

Safety & Construction
2,999

3,082

Non-Core
504

711

Total
$
12,349

$
13,593



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Table of Contents

The following table provides information regarding amortization expense related to other intangible assets:
Amortization Expense
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Other intangible assets
$
528

$
252

$
1,061

$
508



Total estimated amortization expense for the remainder of 2020 and the five succeeding fiscal years is as follows:
Estimated Amortization Expense
 
In millions
 
Remainder of 2020
$
1,070

2021
$
1,069

2022
$
985

2023
$
919

2024
$
840

2025
$
755




NOTE 12 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
Debt Offering
On May 1, 2020, the Company completed an underwritten public offering of senior unsecured notes (the “Notes”) in the aggregate principal amount of $2 billion of 2.169 percent fixed rate Notes due May 1, 2023 (the “May Debt Offering”). The proceeds from the May Debt Offering are expected to be used by the Company to repay or redeem the Company’s $0.5 billion in floating rate notes due November 2020 and $1.5 billion of 3.77 percent fixed-rate notes due November 2020 (collectively, the “2020 Notes”). Upon consummation of the Intended N&B Transaction, the Company will be required to mail a notice of redemption to holders of the Notes, with a copy to the Trustee, setting forth the date of redemption of all of the Notes on the date (“Special Mandatory Redemption Date”) that is the later of (i) three (3) Business Days after the consummation of the Intended N&B Transaction and (ii) May 1, 2021. On the Special Mandatory Redemption Date, the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, up to but excluding the Special Mandatory Redemption Date. The Indenture also contains certain limitations on the Company’s ability to incur liens and enter into sale lease-back transactions, as well as customary events of default.

Revolving Credit Facility
In June 2019, the Company entered into a $750 million, 364-day revolving credit facility (the "Old 364-Day Revolving Credit Facility"). On and effective as of April 16, 2020, the Company entered into a new $1.0 billion 364-day revolving credit facility (the “$1B Revolving Credit Facility"). As of the effectiveness of the $1B Revolving Credit Facility, the Old 364-Day Revolving Credit Facility was terminated.

Nutrition & Biosciences Financing
In connection with the Intended N&B Transaction, DuPont and Nutrition & Biosciences, Inc. (presently a wholly owned subsidiary of DuPont) (“N&B Inc.”) entered into a Bridge Commitment Letter (the “Bridge Letter”) in an aggregate principal amount of $7.5 billion (the “Bridge Loans”) to secure committed financing for a one-time $7.3 billion cash payment, subject to adjustment, to DuPont (the "Special Cash Payment") and related financing fees. The aggregate commitment under the Bridge Letter is reduced by, among other things, (1) the amount of net cash proceeds received by N&B Inc. from any issuance of senior unsecured notes pursuant to a Rule 144A offering or other private placement (the "N&B Notes Offering") and (2) certain qualifying term loan commitments under senior unsecured term loan facilities.
In January 2020, N&B Inc. entered into a senior unsecured term loan agreement in the amount of $1.25 billion split evenly between three- and five-year facilities. As a result of entry into the term loan agreement, the commitments under the Bridge Commitment Letter were reduced to $6.25 billion.



27


Table of Contents

NOTE 13 - COMMITMENTS AND CONTINGENT LIABILITIES
Litigation and Environmental Matters
As of June 30, 2020, the Company had recorded liabilities of $23 million associated with litigation matters and $79 million associated with environmental matters. These recorded liabilities include the Company’s indemnification obligations to each of Dow and Corteva.

Under the Separation and Distribution Agreement, liabilities, including cost and expenses, associated with litigation and environmental matters that primarily related to the materials science business, the agriculture business or the specialty products business were generally allocated to or retained by Dow, Corteva or the Company, respectively, through retention, assumption or indemnification. Related to the foregoing, at June 30, 2020, DuPont has recorded (i) a liability of $37 million (although it is reasonably possible that the ultimate cost could range up to $98 million above the amount accrued) for retained or assumed environmental liabilities, (ii) a liability of $2 million for retained or assumed litigation liabilities, and (iii) an indemnification liability related to legal and environmental matters of $58 million. Liabilities associated with discontinued and/or divested operations and businesses of Historical Dow generally were allocated to or retained by Dow. The allocation of liabilities associated with the discontinued and/or divested operations and businesses of Historical EID is discussed below.

Discontinued and/or Divested Operations and Businesses ("DDOB") Liabilities of Historical EID
Under the Separation and Distribution Agreement and the Letter Agreement between Corteva and DuPont, DDOB liabilities of Historical EID primarily related to Historical EID’s agriculture business were allocated to or retained by Corteva and those primarily related to Historical EID’s specialty products business were allocated to or retained by the Company. Historical EID DDOB liabilities not primarily related to Historical EID’s agriculture business or specialty products business (“Stray Liabilities”), are allocated as follows:

Generally, indemnifiable losses as defined in the Separation and Distribution Agreement, (“Indemnifiable Losses”) for Stray Liabilities, to the extent they do not arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS, defined below, (“Non-PFAS Stray Liabilities”) that are known as of April 1, 2019 are borne by Corteva up to a specified amount set forth in the schedules to the Separation and Distribution Agreement and/or Letter Agreement. Non-PFAS Stray Liabilities in excess of such specified amounts and any Non-PFAS Stray Liabilities not listed in the schedules to the Separation and Distribution Agreement or Letter Agreement are borne by Corteva and/or DuPont up to separate, aggregate thresholds of $200 million each to the extent Corteva or DuPont, as applicable, incurs an Indemnifiable Loss. Once Corteva’s or DuPont’s $200 million threshold is met, the other would generally bear all Non-PFAS Stray Liabilities until meeting its $200 million threshold. After the respective $200 million thresholds are met, DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.
Generally, Corteva and the Company will each bear 50 percent of the first $300 million (up to $150 million each) for Indemnifiable Losses arising out of actions to the extent related to or resulting from the development, testing, manufacture or sale of per- or polyfluoroalkyl substances, which include collectively perfluorooctanoic acids and its salts (“PFOA”), perfluorooctanesulfonic acid (“PFOS”) and perfluorinated chemicals and compounds (“PFCs”) (all such substances, “PFAS” and such Stray Liabilities referred to as “PFAS Stray Liabilities”). Indemnifiable Losses to the extent related to PFAS Stray Liabilities in excess of $300 million generally will be borne 71 percent by the Company and 29 percent by Corteva, unless either Corteva or DuPont has met its $200 million threshold. In that event, the other company would bear all PFAS Stray Liabilities until that company meets its $200 million threshold, at which point DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.
Indemnifiable Losses incurred by the companies in relation to PFAS Stray Liabilities up to $300 million (e.g., up to $150 million each) will be applied to each company’s respective $200 million threshold.

Indemnifiable Losses, as defined in the Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of Stray Liabilities.

DuPont expects to continue to incur directly and as Indemnifiable Losses, costs and expenses related to litigation defense, such as attorneys’ fees and expenses and court costs, in connection with the Stray Liabilities described below. In accordance with its accounting policy for litigation matters, the Company will expense such litigation defense costs as incurred which could be significant to the Company’s financial condition and/or cash flows in the period.

Even when the Company believes the probability of loss or of an adverse unappealable final judgment is remote, the Company may consider settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company, including avoidance of future distraction and litigation defense cost, and its shareholders.

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Table of Contents

Stray Liabilities
Non-PFAS Stray Liabilities
While DuPont believes it is probable that it will incur a liability related to Non-PFAS Stray Liabilities, such liability is not reasonably estimable at June 30, 2020. Therefore, at June 30, 2020, DuPont has not recorded an accrual related to Non-PFAS Liabilities.

PFAS Stray Liabilities
Chemours Suit
On July 1, 2015, Historical EID completed the separation of Historical EID’s Performance Chemicals segment through the spin-off of all the issued and outstanding stock of The Chemours Company (“Chemours”) to holders of Historical EID common stock. In connection with the spin, Historical EID and Chemours entered into a Separation Agreement (as amended, the "Chemours Separation Agreement"). Pursuant to the Chemours Separation Agreement, Chemours is obligated to indemnify Historical EID, including its current or former affiliates, against certain litigation, environmental and other liabilities that arose prior to the Chemours Separation. 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 EID and Chemours amended the Chemours Separation Agreement to provide for a limited sharing of potential future PFOA liabilities for a five-year period that began on July 6, 2017. The amended agreement provides that during that five-year period, Chemours will annually pay the first $25 million of future PFOA liabilities and, if that amount is exceeded, Historical EID will pay any excess amount up to the next $25 million, with Chemours annually bearing any excess liabilities above that amount. If Historical EID were required to pay PFOA liabilities pursuant to the amended agreement, fifty percent of such obligation would be borne by the Company in accordance with the Letter Agreement. In connection with the foregoing, the Company has not recorded or paid a PFOA liability. At the end of the five-year period, this limited sharing agreement will expire, and Chemours’ indemnification obligations under the Chemours Separation Agreement will continue unchanged.

On May 13, 2019, Chemours filed suit in the Delaware Court of Chancery against Historical EID, Corteva and the Company in an attempt to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement. Chemours is asking the court to rewrite the Chemours Separation Agreement by either limiting Chemours’ liabilities or, alternatively, ordering the return to Chemours of all or a portion of a $3.91 billion dividend that Chemours paid to Historical EID, Chemours’ then-sole-shareholder, just prior to the spin of Chemours. DuPont and Corteva, acting jointly, filed a motion to dismiss the lawsuit for lack of subject matter jurisdiction and initiated an arbitration of the dispute as required under the Chemours Separation Agreement. In December 2019, following argument, the Delaware Court of Chancery stayed arbitration pending resolution of the motion to dismiss. On March 30, 2020, the Court of Chancery granted the motion to dismiss and rejected Chemours’ arguments in their entirety. Chemours filed a notice of appeal on April 17, 2020 with the Delaware Supreme Court. Meanwhile, the confidential arbitration process is proceeding.

Indemnifiable Losses related to the Chemours suit are PFAS Stray Liabilities subject to the sharing arrangement between DuPont and Corteva, described above. The Company believes the probability of a final unappealable judgment of liability with respect to the Chemours suit to be remote; the defendants continue to vigorously defend full indemnity rights as set forth in the Chemours Separation Agreement. 

PFAS Matters
Historical EID is a party to legal proceedings relating to the use of PFOA and PFCs by its former Performance Chemicals segment. Indemnifiable Losses related to PFAS liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement generally are PFAS Stray Liabilities subject to the sharing arrangement between DuPont and Corteva, described above.

Generally, Chemours, with reservations, including as to alleged fraudulent conveyance and voidable transactions, is defending and indemnifying Historical EID in the PFAS Matters discussed below. Although Chemours has refused the tender of the Company’s defense in the actions in which the Company has been named, DuPont believes it is remote that it will ultimately incur a liability in connection with these PFAS Matters.

Personal Injury and Other PFAS Actions
DuPont, which was formed after the spin-off of Chemours, is not named in the personal injury and other PFAS actions discussed below.


29


Table of Contents

Personal Injury
In 2004, Historical EID settled a West Virginia state court class action, Leach v. DuPont, which alleged that PFOA from Historical EID’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents. Historical EID has residual liabilities under the Leach settlement related to providing PFOA water treatment to six area water districts and private well users and to fund, through an escrow account, up to $235 million for a medical monitoring program for eligible class members.

Members of the Leach class have standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach 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. In 2017, Chemours and Historical EID each paid $335 million to settle the multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water. The 2017 settlement did not resolve claims of Leach class members who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017. About 80 claims alleging personal injury, including kidney and testicular cancer claims, have been filed since the 2017 settlement. These claims are currently pending in the Ohio MDL. The first two cases, one captioned “Abbott v E. I. du Pont de Nemours and Company” and the other “Swartz v. E. I. du Pont de Nemours and Company”, involving a testicular cancer and a kidney cancer claim, respectively, proceeded to trial in January 2020. In the Abbott case, the jury returned a verdict in March 2020 against Historical EID, awarding $50 million in compensatory damages to the plaintiff and his wife, who claimed that exposure to PFOA in drinking water caused him to develop testicular cancer. Historical EID will appeal the verdict. The plaintiffs also sought but were not awarded punitive damages. In the Swartz matter, the jury could not reach a verdict. Therefore, the court declared a mistrial and the matter will be retried at a later date. The trials in the cases originally scheduled for June 2020 were postponed to August 2020 and have been further postponed to October 2020 due to the COVID-19 pandemic.

Natural Resource Damage Claims and Other Claims for Environmental Damages
In addition to the actions described above, there are about 100 cases alleging damages to natural resources, the environment and/or property as well as various other allegations. DuPont is named as a defendant in certain of these actions as discussed below.

Drinking Water
Since May 2017, a number of municipal water districts and state attorneys general have filed lawsuits against Historical EID, Chemours, 3M, and others, claiming contamination of public water systems by certain PFAS compounds. Such actions are currently pending in Ohio, Michigan, New Jersey, New Hampshire, New York, and Vermont. Generally, the states seek economic impact damages for alleged harm to natural resources, punitive damages, and present and future costs to cleanup contamination from certain PFAS compounds and to abate the alleged nuisance.

DuPont is a named party in the New Jersey suit related to its site in Parlin, New Jersey. In addition, the New Jersey Attorney General and New Jersey State Department of Environmental Protection filed two directives, one of which names DuPont. The directives seek information on the historical and current use of PFAS. DuPont is also a named party to the Vermont suit and the Michigan suit. The amended complaints in the New Jersey and Vermont cases and the complaint filed by Michigan include additional causes of action based on allegations that the transfer by Historical EID of certain PFAS liabilities to Chemours prior to spinning off Chemours resulted in a fraudulent conveyance or voidable transaction.

Several lawsuits have been filed by residents and local water districts against Historical EID and Chemours in New York, and West Virginia, including a putative class action, alleging exposure to PFOA from third-party defendant manufacturing operations and seeking compensatory, consequential and punitive damages, medical monitoring and attorneys’ fees, expenses and interest.

Other PFAS Actions
There are several actions pending in federal court against Historical EID and Chemours, relating to discharges of PFCs, including GenX, into the Cape Fear River. GenX is a polymerization processing aid and a replacement for PFOA introduced by Historical EID which Chemours continues to manufacture at its Fayetteville Works facility in Bladen County, North Carolina. One of these actions is a consolidated putative class action that asserts claims for damages and other relief on behalf of putative classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River. Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, that seek actual and punitive damages as well as injunctive relief. In addition, an action 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.


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Table of Contents

Aqueous Film Forming Foam
Beginning in April 2019, several dozen lawsuits involving water contamination arising from the use of PFAS-containing aqueous firefighting foams (“AFFF”) were filed against Historical EID, Chemours, 3M and other AFFF manufacturers and in different parts of the country. Most were consolidated in multi-district litigation docket in federal district court in South Carolina (the “SC MDL”). Many of those cases also name DuPont as a defendant. Those actions largely seek remediation of the alleged PFAS contamination in and around military bases and airports as well as medical monitoring of affected residents.

As of the end of June 2020, approximately 640 personal injury cases have been filed directly in the SC MDL and assert claims on behalf of individual firefighters and others who allege that exposure to PFAS in firefighting foam caused them to develop cancer, including kidney and testicular cancer. DuPont has been named as a defendant in most of these personal injury AFFF cases. DuPont is seeking the dismissal of DowDuPont and DuPont from these actions. Historical EID and the Company have never made or sold aqueous film forming foam, PFOS or PFOS containing products.

Additionally, a case filed by a former firefighter is pending in the Southern District of Ohio seeking certification of a nationwide class of individuals who have detectable levels of PFAS in their blood serum. The suit was filed against 3M and several other defendants in addition to Chemours and Historical EID. The complaint specifically seeks, among other things, the creation of a “PFAS Science Panel” to study the effects of PFAS, but expressly states that the class does not seek compensatory damages for personal injuries. In February 2020, the court denied the defendants' motion to transfer this case to the SC MDL.

Other Litigation Matters
In addition to the specific matters described above, the Company is party to other claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class actions and seek damages in very large amounts. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company.

Environmental Matters
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 June 30, 2020, the Company had accrued obligations of $79 million for probable environmental remediation and restoration costs, inclusive of $37 million retained and assumed following the Distributions and $42 million of indemnified liabilities. 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 $161 million above the amount accrued at June 30, 2020. 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. 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. At December 31, 2019, the Company had accrued obligations of $77 million for probable environmental remediation and restoration costs.

Pursuant to the Separation and Distribution Agreement, the Company is required to indemnify certain clean-up responsibilities and associated remediation costs. The accrued environmental obligations of $79 million as of June 30, 2020 includes amount for which the Company indemnifies Dow and Corteva. At June 30, 2020, the Company has indemnified Dow and Corteva $8 million and $34 million, respectively.

Guarantees
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 June 30, 2020 and December 31, 2019, the Company had directly guaranteed $176 million and $187 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.


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Table of Contents

In certain cases, the Company has recourse to assets held as collateral, as well as personal guarantees from customers. Assuming liquidation, these assets are estimated to cover less than 1 percent of the $17 million of guaranteed obligations of customers. The following table provides a summary of the final expiration year and maximum future payments for each type of guarantee:
Guarantees at June 30, 2020
Final Expiration Year
Maximum Future Payments
In millions
Obligations for customers 1:
 
 
Bank borrowings
2021
$
17

Obligations for non-consolidated affiliates 2:
 
 
Bank borrowings
2020
$
159

Total guarantees
 
$
176


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. At June 30, 2020 all maximum future payments had terms less than a year.
2. Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.


NOTE 14 - OPERATING LEASES
The components of lease cost for operating leases were as follows:
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Operating lease costs
$
44

$
46

$
86

$
90



Operating cash flows from operating leases were $85 million and $92 million for the six months ended June 30, 2020 and 2019, respectively.

Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. New operating lease assets and liabilities entered into during the six months ended June 30, 2020 were $82 million and immaterial for the six months ended June 30, 2019. Supplemental balance sheet information related to leases was as follows:
In millions
June 30, 2020
December 31, 2019
Operating Leases
 

 
Operating lease right-of-use assets 1
$
576

$
556

Current operating lease liabilities 2
148

138

Noncurrent operating lease liabilities 3
431

416

Total operating lease liabilities
$
579

$
554

1.
Included in "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheet.
2.
Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheet.
3.
Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheet.



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Table of Contents

NOTE 15 - STOCKHOLDERS' EQUITY
Share Repurchase Program
On June 1, 2019, the Company's Board of Directors approved a new $2 billion share buyback program, which expires on June 1, 2021. During the second quarter of 2020, the Company did not repurchase any shares. At June 30, 2020, the Company had repurchased and retired 16.9 million shares under this program at a total cost of $982 million.

Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the six months ended June 30, 2020 and 2019:
Accumulated Other Comprehensive Loss
Unrealized Gains (Losses) on Investments
Cumulative Translation Adj
Pension and OPEB
Derivative Instruments
Total
In millions
2019
 
 
 
 
 
Balance at January 1, 2019 
$
(51
)
$
(3,785
)
$
(8,476
)
$
(82
)
$
(12,394
)
Other comprehensive income (loss) before reclassifications
68

(117
)
49

(43
)
(43
)
Amounts reclassified from accumulated other comprehensive income (loss)
(1
)
(18
)
142

(15
)
108

Net other comprehensive income (loss)
$
67

$
(135
)
$
191

$
(58
)
$
65

Spin-offs of Dow and Corteva
$
(16
)
$
3,179

$
8,196

$
139

$
11,498

Balance at June 30, 2019
$

$
(741
)
$
(89
)
$
(1
)
$
(831
)
2020
 
 
 
 
 
Balance at January 1, 2020
$

$
(1,070
)
$
(345
)
$
(1
)
$
(1,416
)
Other comprehensive loss before reclassifications

(54
)
(4
)

(58
)
Amounts reclassified from accumulated other comprehensive income (loss)


9


9

Net other comprehensive (loss) income
$

$
(54
)
$
5

$

$
(49
)
Balance at June 30, 2020
$

$
(1,124
)
$
(340
)
$
(1
)
$
(1,465
)


The tax effects on the net activity related to each component of other comprehensive income (loss) for the three and six months ended June 30, 2020 and 2019 were as follows:
Tax Benefit (Expense)
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Unrealized gains (losses) on investments
$

$

$

$
(18
)
Cumulative translation adjustments



(1
)
Pension and other post employment benefit plans
3

(3
)
2

(35
)
Derivative instruments

(8
)

16

Tax expense from income taxes related to other comprehensive income items
$
3

$
(11
)
$
2

$
(38
)


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Table of Contents

A summary of the reclassifications out of AOCL for the three and six months ended June 30, 2020 and 2019 is provided as follows:
Reclassifications Out of Accumulated Other Comprehensive Loss
Three Months Ended
June 30,
Six Months Ended
June 30,
Income Classification
In millions
2020
2019
2020
2019
Unrealized gains on investments
$

$

$

$
(1
)
See (1) below
Tax expense (benefit)




See (2) below
After tax
$

$

$

$
(1
)
 
Cumulative translation adjustments
$

$

$

$
(18
)
See (3) below
Pension and other post employment benefit plans
$
5

$

$
8

$
167

See (4) below
Tax expense (benefit)


1

(25
)
See (2) below
After tax
$
5

$

$
9

$
142

 
Derivative Instruments
$

$
(7
)
$

$
(18
)
See (5) below
Tax expense

2


3

See (2) below
After tax
$

$
(5
)
$

$
(15
)
 
Total reclassifications for the period, after tax
$
5

$
(5
)
$
9

$
108

 
1. "Net sales" and "Sundry income (expense) - net."
2. "Provision for income taxes on continuing operations."
3. "Sundry income (expense) - net."
4. These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other post employment benefit plans. See Note 17 for additional information.
5. "Cost of sales," "Sundry income (expense) - net" and "Interest expense."


NOTE 16 - NONCONTROLLING INTERESTS
Ownership interests in the Company's subsidiaries held by parties other than the Company are presented separately from the Company's equity in the interim Condensed Consolidated Balance Sheets as "Noncontrolling interests." The amount of consolidated net income attributable to the Company and the noncontrolling interests is both presented on the face of the interim Consolidated Statements of Operations.

The following table summarizes the activity for equity attributable to noncontrolling interests for the three and six months ended June 30, 2020 and 2019:
Noncontrolling Interests
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Balance at beginning of period
$
566

$
1,654

$
569

$
1,608

Net income attributable to noncontrolling interests
7

34

13

85

Distributions to noncontrolling interests
(4
)
(1
)
(10
)
(12
)
Cumulative translation adjustments
3

9

(5
)
16

Spin-off of Dow and Corteva

(1,124
)

(1,124
)
Other

(2
)
5

(3
)
Balance at end of period
$
572

$
570

$
572

$
570




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Table of Contents

NOTE 17 - PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS
A summary of the Company's pension plans and other post employment benefits can be found in Note 20 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Historical Dow and Historical EID did not merge their defined benefit pension and other post employment benefit plans as a result of the Merger.

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:
Net Periodic Benefit (Credit) Cost for All Plans
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Defined Benefit Pension Plans:
 
 
 
 
Service cost 1
$
17

$
18

$
35

$
149

Interest cost 2
14

144

28

591

Expected return on plan assets 3
(26
)
(206
)
(54
)
(919
)
Amortization of prior service credit 4
(2
)
(1
)
(3
)
(7
)
Amortization of net loss 5
4

2

8

135

Curtailment/settlement 6
2

(2
)
2

(2
)
Net periodic benefit cost (credit) - total
$
9

$
(45
)
$
16

$
(53
)
Less: Net periodic benefit credit - discontinued operations

(41
)

(45
)
Net periodic benefit cost (credit) - continuing operations
$
9

$
(4
)
$
16

$
(8
)
Other Post Employment Benefits:
 
 
 
 
Service cost 1
$

$
1

$

$
5

Interest cost 2

15


52

Amortization of net gain 5



(6
)
Net periodic benefit cost - total
$

$
16

$

$
51

Less: Net periodic benefit cost - discontinued operations

16


50

Net periodic benefit cost - continuing operations
$

$

$

$
1

1. The service cost from continuing operations was $14 million and $30 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
2.
The interest cost from continuing operations was $20 million and $41 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
3. The expected return on plan assets from continuing operations was $36 million and $79 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
4. The amortization of prior service credit from continuing operations was $1 million for the three and six months ended June 30, 2019. The activity from OPEBs was immaterial.
5. The amortization of unrecognized net loss from continuing operations was $1 million and $3 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
6. The curtailment and settlement gains from continuing operations were $2 million for the three and six months ended June 30, 2019. The activity from OPEBs was immaterial.

The continuing operations portion of the net periodic benefit (credit) cost, other than the service cost component, is included in "Sundry income (expense) - net" in the interim Consolidated Statements of Operations.

DuPont expects to make additional contributions in the aggregate of approximately $45 million by year-end 2020.



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Table of Contents

NOTE 18 - STOCK-BASED COMPENSATION
A summary of the Historical Dow and Historical DuPont stock-based compensation plans can be found in Note 21 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Historical Dow and Historical EID did not merge their equity incentive plans as a result of the Merger. The Historical Dow and Historical EID stock-based compensation plans were assumed by the Company and remained in place with the ability to grant and issue DowDuPont common stock until the Distributions.

Immediately following the Corteva Distribution, DuPont adopted the DuPont Omnibus Incentive Plan ("DuPont OIP") which provides for equity-based and cash incentive awards to certain employees, directors, independent contractors and consultants in the form of stock options, restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs"). Upon adoption of the DuPont OIP, the Historical Dow and Historical EID plans were maintained and rolled into the DuPont OIP as separate subplans. The equity awards under these subplans have the same terms and conditions that were applicable to the awards under the Historical Dow and Historical EID plans immediately prior to the Distributions. Under the DuPont OIP, a maximum of 10 million shares of common stock are available for award as of June 30, 2020.

During the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 Plan"). The 2020 Plan limits the number of shares that may be subject to awards payable in shares of DuPont common stock to 19 million. The 2020 Plan authorizes the Company to grant options, share appreciation rights, restricted shares, RSUs, share bonuses, other share-based awards, cash awards, each as defined in the 2020 Plan, or any combination of the foregoing. The approval of the 2020 Plan had no effect on the Company’s ability to make future grants under the DuPont OIP in accordance with its terms, and awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms. There has been no activity under the 2020 Plan to date.
 
DuPont recognized share-based compensation expense in continuing operations of $28 million and $34 million for the three months ended June 30, 2020 and 2019, respectively, and $69 million and $55 million during the six months ended June 30, 2020 and 2019, respectively. The income tax benefits related to stock-based compensation arrangements were $5 million and $7 million for the three months ended June 30, 2020 and 2019, respectively, and $14 million and $12 million for the six months ended June 30, 2020 and 2019, respectively.

In the first quarter of 2020, the Company granted 1.0 million RSUs, 0.8 million stock options and 0.3 million PSUs. The weighted-average fair values per share associated with the grants were $53.49 per RSU, $8.84 per stock option and $50.23 per PSU. The stock options had a weighted-average exercise price per share of $53.50. There was minimal activity in the second quarter of 2020.


NOTE 19 - FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at June 30, 2020 and December 31, 2019:
Fair Value of Financial Instruments
June 30, 2020
December 31, 2019
In millions
Cost
Gain
Loss
Fair Value
Cost
Gain
Loss
Fair Value
Cash equivalents 
$
2,523

$

$

$
2,523

$
417

$

$

$
417

Restricted cash equivalents 1
$
32

$

$

$
32

$
37

$

$

$
37

Total cash and restricted cash equivalents
$
2,555

$

$

$
2,555

$
454

$

$

$
454

Long-term debt including debt due within one year
$
(17,611
)
$
3

$
(2,285
)
$
(19,893
)
$
(15,618
)
$

$
(1,633
)
$
(17,251
)
Derivatives relating to:
 
 
 
 
 
 
 
 
Foreign currency 2

3

(23
)
(20
)

6

(7
)
(1
)
Total derivatives
$

$
3

$
(23
)
$
(20
)
$

$
6

$
(7
)
$
(1
)
1.
Classified as "Other current assets" in the interim Condensed Consolidated Balance Sheets.
2.
Presented net of cash collateral where master netting arrangements allow.

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.

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Table of Contents

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. As of the second quarter of 2020, the Company has not designated any derivatives or non-derivatives as hedging instruments.

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
June 30, 2020
Dec 31, 2019
In millions
Derivatives not designated as hedging instruments:
 
 
Foreign currency contracts 1
$
(40
)
$
26

Commodity contracts
$
8

$
11


1.
Presented net of contracts bought and sold.

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 may use 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 soybeans, soybean oil and soybean meal.

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:
 
June 30, 2020
In millions
Balance Sheet Classification
Gross
Counterparty and Cash Collateral Netting 1
Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Other current assets
$
7

$
(4
)
$
3

Total asset derivatives
 
$
7

$
(4
)
$
3

 
 
 
 
 
Liability derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Accrued and other current liabilities
$
27

$
(4
)
$
23

Total liability derivatives
 
$
27

$
(4
)
$
23




37


Table of Contents

 
December 31, 2019
In millions
Balance Sheet Classification
Gross
Counterparty and Cash Collateral Netting 1
Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Other current assets
$
16

$
(10
)
$
6

Total asset derivatives
 
$
16

$
(10
)
$
6

 
 
 
 
 
Liability derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Accrued and other current liabilities
$
17

$
(10
)
$
7

Total liability derivatives
 
$
17

$
(10
)
$
7

1.
Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.

Effect of Derivative Instruments
Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities. The amount charged on a pre-tax basis related to foreign currency derivatives not designated as a hedge, which was included in “Sundry income (expense) - net” in the interim Consolidated Statements of Operations, was insignificant for the three months ended June 30, 2020 ($13 million loss for the three months ended June 30, 2019) and a gain of $4 million for the six months ended June 30, 2020 ($60 million loss for the six months ended June 30, 2019). The income statement effects of other derivatives were immaterial.

Reclassification from AOCL
The Company does not expect to reclassify gains or losses related to foreign currency contracts from AOCL to income within the next 12 months and there are currently no such amounts included within AOCL.


NOTE 20 - FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
Basis of Fair Value Measurements on a Recurring Basis at June 30, 2020
Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
 
Cash equivalents and restricted cash equivalents 1
$
2,555

Derivatives relating to: 2
 
Foreign currency contracts
7

Total assets at fair value
$
2,562

Liabilities at fair value:
 
Long-term debt including debt due within one year 3
$
19,893

Derivatives relating to: 2
 
Foreign currency contracts
27

Total liabilities at fair value
$
19,920

1.
Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2.
See Note 19 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
3.
Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.


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Table of Contents

Basis of Fair Value Measurements on a Recurring Basis at December 31, 2019
Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
 
Cash equivalents and restricted cash equivalents 1
$
454

Derivatives relating to: 2
 
Foreign currency contracts
16

Total assets at fair value
$
470

Liabilities at fair value:
 
Long-term debt including debt due within one year 3
$
17,251

Derivatives relating to: 2
 
Foreign currency contracts
17

Total liabilities at fair value
$
17,268

1. Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2. See Note 19 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
3. Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

Fair Value Measurements on a Nonrecurring Basis
During the second quarter of 2020, the Company recorded impairment charges related to goodwill and indefinite-lived assets within the Transportation & Industrial segment. See Notes 11 and 5 for further discussion of these fair value measurements.

During the first quarter of 2020, the Company recorded impairment charges related to goodwill and long-lived assets within the Non-Core segment. See Notes 11 and 5 for further discussion of these fair value measurements.

During the second quarter of 2019, the Company recorded goodwill impairment charges related to the Nutrition & Biosciences and Non-Core segments. The Company also recorded an other-than-temporary impairment, classified as Level 3 measurements, on an equity method investment. See Note 11 and 5 for further discussion of these fair value measurements.


NOTE 21 - SEGMENTS AND GEOGRAPHIC REGIONS
In the first quarter of 2020, in preparation for the Intended N&B Transaction, DuPont changed its management and reporting structure to realign costs associated with its polysaccharides pre-commercial activities from the Non-Core segment to the N&B segment. The reporting changes have been retrospectively reflected in the segment results for all periods presented.

Prior to April 1, 2019, the Company's measure of profit / loss for segment reporting purposes is pro forma Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assessed performance and allocates resources. The Company defines pro forma Operating EBITDA as pro forma earnings (i.e. pro forma "Income (loss) from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post employment benefits (“OPEB”) / charges, and foreign exchange gains/losses, excluding the impact of costs historically allocated to the materials science and agriculture businesses that did not meet the criteria to be recorded as discontinued operations and adjusted for significant items. Effective April 1, 2019, the Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, adjusted for significant items. Reconciliations of these measures are provided on the following pages.

Pro forma adjustments were determined in accordance with Article 11 of Regulation S-X. Pro forma financial information is based on the Consolidated Financial Statements of DuPont, adjusted to give effect to the impact of certain items directly attributable to the Distributions, and the Term Loan Facilities, the 2018 Senior Notes and the Funding CP Issuance (together, the "Financings"), including the use of proceeds from such Financings (collectively the "Transactions"). The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the Transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results. Events that are not expected to have a continuing impact on the combined results are excluded from the pro forma adjustments. Those pro forma adjustments include the impact of various supply agreements entered into in connection with the Dow Distribution ("supply agreements") and are adjustments to "Cost of sales." Pro forma Operating EBITDA for the six months ended June 30, 2019 has been adjusted to reflect the supply agreements if they had been effective January 1, 2018 as they are included in the measure of

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profit/loss reviewed by the CODM in order to show meaningful comparability among periods while assessing performance and making resource allocation decisions. There were no pro forma adjustments for the three or six months ended June 30, 2020 and the three months ended June 30, 2019.

Segment Information
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Const.
Non-Core
Corp.
Total
In millions
Three months ended June 30, 2020
 
 
 
 
 
 
 
Net sales
$
905

$
1,539

$
832

$
1,244

$
308

$

$
4,828

Operating EBITDA 1
$
277

$
418

$
49

$
349

$
93

$
(51
)
$
1,135

Equity in earnings of nonconsolidated affiliates
$
10

$
1

$
1

$
5

$
86

$

$
103

Three months ended June 30, 2019
 
 
 
 
 
 
 
Net sales
$
858

$
1,558

$
1,269

$
1,341

$
442

$

$
5,468

Operating EBITDA 1
$
246

$
386

$
357

$
382

$
104

$
(53
)
$
1,422

Equity in earnings of nonconsolidated affiliates 2
$
5

$

$
2

$
7

$
36

$

$
50

Six months ended June 30, 2020
 
 
 
 
 
 
 
Net sales
$
1,789

$
3,090

$
1,976

$
2,520

$
674

$

$
10,049

Operating EBITDA 1
$
530

$
803

$
357

$
717

$
135

$
(86
)
$
2,456

Equity in earnings of nonconsolidated affiliates
$
19

$
1

$
2

$
12

$
108

$

$
142

Six months ended June 30, 2019
 
 
 
 
 
 
 
Net sales
$
1,683

$
3,093

$
2,586

$
2,624

$
896

$

$
10,882

Pro forma operating EBITDA 1
$
534

$
735

$
730

$
756

$
202

$
(105
)
$
2,852

Equity in earnings of nonconsolidated affiliates 2
$
8

$

$
2

$
15

$
66

$

$
91


1.
A reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA and pro forma Operating EBITDA, as applicable, is provided below.
2.
Represents equity in earnings (losses) of nonconsolidated affiliates included in pro forma Operating EBITDA, the Company's measure of profit/loss for segment reporting purposes, which excludes significant items. Accordingly, the Non-Core segment presented above excludes a restructuring charge of $1 million and $2 million for the three and six months ended June 30, 2019, respectively, which is presented in "Equity in earnings of nonconsolidated affiliates" in the Company's interim Consolidated Statements of Operations.

Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended June 30, 2020 and 2019
Three Months Ended June 30,
In millions
2020
2019
Loss from continuing operations, net of tax
$
(2,471
)
$
(1,103
)
+ (Benefit from) provision for income taxes on continuing operations
(36
)
155

Loss from continuing operations before income taxes
$
(2,507
)
$
(948
)
+ Depreciation and amortization
774

507

- Interest income 1
2

9

+ Interest expense 2
181

165

- Non-operating pension/OPEB benefit 1
8

18

- Foreign exchange losses, net 1
(23
)
(17
)
- Significant items 3
(2,674
)
(1,708
)
Operating EBITDA
$
1,135

$
1,422

1. Included in "Sundry income (expense) - net."
2. The three months ended June 30, 2020 excludes N&B financing fee amortization. Refer to details of significant items below.
3. The significant items for the three months ended June 30, 2020 and 2019 are presented on an as reported basis.

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Table of Contents

Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Six Months Ended June 30, 2020 and 2019
Six Months Ended June 30,
In millions
2020
2019
Loss from continuing operations, net of tax
$
(3,081
)
$
(1,177
)
+ Provision for (benefit from) income taxes on continuing operations
8

64

Loss from continuing operations before income taxes
$
(3,073
)
$
(1,113
)
+ Pro forma adjustments 1

122

+ Depreciation and amortization
1,546

1,034

- Interest income 2
4

49

+ Interest expense 3
354

345

- Non-operating pension/OPEB benefit 2
19

39

- Foreign exchange losses, net 2
(31
)
(78
)
+ Costs historically allocated to the materials science and agriculture businesses 4

256

- Significant items 5
(3,621
)
(2,218
)
Operating EBITDA 1
$
2,456

$
2,852


1. For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis. The pro forma adjustment reflects the net pro forma impact of items directly attributable to the Transactions, as applicable.
2.
Included in "Sundry income (expense) - net."
3. The six months ended June 30, 2020 excludes N&B financing fee amortization. Refer to details of significant items below.
4. Costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with ASC 205.
5. The significant items for the six months ended June 30, 2020 are presented on an as reported basis. The significant items for the six months ended June 30, 2019 are presented on a pro forma basis.

The significant items for the three months ended June 30, 2020 and 2019 and the six months ended June 30, 2020, are presented on an as reported basis. The significant items for the six months ended June 30, 2019 are presented on a pro forma basis. The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA and pro forma Operating EBITDA above:
Significant Items by Segment for the Three Months Ended June 30, 2020
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(145
)
$
(145
)
Restructuring and asset related credits (charges) - net 2
3

2

10

12


(25
)
2

Goodwill impairment charges 3


(2,498
)



(2,498
)
Asset impairment charges 3


(21
)



(21
)
N&B financing fee amortization 4





(12
)
(12
)
Total
$
3

$
2

$
(2,509
)
$
12

$

$
(182
)
$
(2,674
)

1. Integration and separation costs related to the post-Merger integration and the intended separation of the N&B Business.
2. Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. Reflected in "Interest expense" and relates to the intended separation of the N&B Business.

Significant Items by Segment for the Three Months Ended June 30, 2019
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(347
)
$
(347
)
Restructuring and asset related charges - net 2
(7
)
(22
)
(12
)
(20
)
(1
)
(13
)
(75
)
Goodwill impairment charges 3

(933
)


(242
)

(1,175
)
Asset impairment charges 4

(63
)




(63
)
Income tax relates items 5



(48
)


(48
)
Total
$
(7
)
$
(1,018
)
$
(12
)
$
(68
)
$
(243
)
$
(360
)
$
(1,708
)

1.
Integration and separation costs related to the Merger, post-Merger integration and business separation activities.
2.
Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. See Note 5 for additional information.
5. Charge included in "Sundry income (expense) - net" which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement.


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Table of Contents

Significant Items by Segment for the Six Months Ended June 30, 2020
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(342
)
$
(342
)
Restructuring and asset related charges - net 2
(1
)
(4
)
(15
)
(13
)

(99
)
(132
)
Goodwill impairment charges 3


(2,498
)

(533
)

(3,031
)
Asset impairment charges 3, 4


(21
)

(270
)

(291
)
Gain on divestiture 5
197






197

N&B financing fee amortization 6





(22
)
(22
)
Total
$
196

$
(4
)
$
(2,534
)
$
(13
)
$
(803
)
$
(463
)
$
(3,621
)

1. Integration and separation costs related to the post-Merger integration and the intended separation of the N&B Business.
2. Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. See Note 5 for additional information.
5. Reflected in "Sundry income (expense) - net." Refer to Note 3 for additional information.
6. Reflected in "Interest expense" and relates to the intended separation of the N&B Business.

Significant Items by Segment for the Six Months Ended June 30, 2019
(Pro Forma)
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(785
)
$
(785
)
Restructuring and asset related charges - net 2
(7
)
(49
)
(12
)
(22
)

(57
)
(147
)
Goodwill impairment charges 3

(933
)


(242
)

(1,175
)
Asset impairment charges 4

(63
)




(63
)
Income tax relates item 5



(48
)


(48
)
Total
$
(7
)
$
(1,045
)
$
(12
)
$
(70
)
$
(242
)
$
(842
)
$
(2,218
)
1.
Integration and separation costs related to the Merger, post-Merger integration and business separation activities.
2.
Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. See Note 5 for additional information.
5. Charge included in "Sundry income (expense) - net" which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement.



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Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Effective August 31, 2017, pursuant to the merger of equals transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("Merger Agreement"), The Dow Chemical Company ("Historical Dow") and E. I. du Pont de Nemours and Company ("Historical EID") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, Historical Dow and Historical EID became subsidiaries of DowDuPont (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. Historical Dow was determined to be the accounting acquirer in the Merger.

DowDuPont completed a series of internal reorganizations and realignment steps in order to separate into three, independent, publicly traded companies - one for each of its agriculture, materials science and specialty products businesses. DowDuPont formed two wholly owned subsidiaries: Dow Inc. ("Dow", formerly known as Dow Holdings Inc.), to serve as a holding company for its materials science business, and Corteva, Inc. ("Corteva"), to serve as a holding company for its agriculture business.

Effective as of 5:00 p.m. on April 1, 2019, DowDuPont completed the separation of its materials science business into a separate and independent public company by way of a distribution of 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”).

Effective as of 12:01 a.m. on June 1, 2019, DuPont de Nemours, Inc. (formerly known as DowDuPont Inc.), completed the separation of its agriculture business into a separate and independent public company by way of a distribution of 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 (the “Corteva Common Stock”), to holders of the Company’s common stock, par value $0.01 per share, as of the close of business on May 24, 2019 (the “Corteva Distribution” and, together with the Dow Distribution, the “Distributions”).

Following the Corteva Distribution, the Company holds the specialty products business. On June 1, 2019, DowDuPont changed its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." doing business as "DuPont" (the "Company"). Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol "DD."

The results of operations of DuPont for the 2019 interim periods presented reflect the historical financial results of Dow and Corteva as discontinued operations, as applicable. The cash flows and comprehensive income related to Dow and Corteva have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income, respectively, for the applicable period. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of Dow or Corteva.

The statements of operations and pro forma statements of operations included in this report and as discussed below include costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with Financial Accounting Standards Codification 205, "Presentation of Financial Statements" ("ASC 205") and thus are reflected in the Company's results of continuing operations. A significant portion of these costs relate to Historical Dow and consist of leveraged services provided through service centers, as well as other corporate overhead costs related to information technology, finance, manufacturing, research & development, sales & marketing, supply chain, human resources, sourcing & logistics, legal and communications, public affairs & government affairs functions. These costs are no longer incurred by the Company following the Distributions.

On December 15, 2019, the Company entered into definitive agreements to separate and combine the Nutrition & Biosciences business segment (the "N&B Business") with International Flavors & Fragrances Inc. ("IFF") in a tax-efficient Reverse Morris Trust transaction, (the "Intended N&B Transaction"). The transaction is expected to close in the first quarter of 2021, subject to approval by IFF shareholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel. The financial results of the N&B Business are included in continuing operations for the periods presented.







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Table of Contents

RECENT DEVELOPMENTS
COVID-19
The novel coronavirus (“COVID-19”) pandemic has resulted in significant economic disruption and continues to adversely impact the broader global economy, including certain of the Company’s customers and suppliers. Given the dynamic nature of this situation, the Company cannot reasonably estimate the impacts of COVID-19 on its financial condition, results of operations or cash flows into the foreseeable future. The ultimate extent of the effects of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic subsides.

During the second quarter of 2020, the Company benefited from COVID-19 related demand in certain markets, principally personal protection, health & wellness and electronics. Although management currently expects strong demand from certain markets to continue into the third quarter of 2020, the COVID-19 pandemic is expected to continue to adversely impact demand in automotive, aerospace, commercial construction, oil & gas, and select industrial end-markets. In response to this uncertainty, the Company has delayed certain capital investments in select sectors, and has idled production at several manufacturing sites, predominantly production plants in the Transportation & Industrial segment.

In addition, in response to COVID-19 related market disruption and uncertainties, the Company has proactively taken steps to enhance its liquidity position. In April 2020, the Company entered into a $1.0 billion 364-day revolving credit facility (the “$1B Revolving Credit Facility") which replaced its $750 million 364-day revolving credit facility (the “Old 364-Day Revolving Credit Facility”), and completed a public underwritten offering of $2 billion of 2.169 percent fixed rate notes due May 1, 2023 (the “May Debt Offering”). Refer to Liquidity and Capital Resources for more information.

Transportation & Industrial Impairments
In the second quarter of 2020, continued near-term demand weakness in global automotive production resulting from the COVID-19 pandemic, along with revised views of recovery based on third party market information, served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its Transportation & Industrial reporting unit as of June 30, 2020. As a result of the analysis performed, the Company recorded pre-tax, non-cash impairment charges related to goodwill of $2,498 million. The charges were recognized in "Goodwill impairment charges" in the interim Consolidated Statements of Operations. Refer to Note 11 of the interim Consolidated Financial Statements. In connection with the Transportation & Industrial impairment analysis, the Company also recorded pre-tax, non-cash impairment charges of $21 million related to indefinite-lived intangible assets. The charges were recognized in “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations. Refer to Note 5 of the interim Consolidated Financial Statements.

Dividends
On April 29, 2020, the Company announced that its Board of Directors declared a second quarter dividend of $0.30 per share, paid on June 15, 2020, to shareholders of record on May 29, 2020.

On June 25, 2020, the Company announced that its Board of Directors declared a third quarter dividend of $0.30 per share payable on September 15, 2020, to shareholders of record on July 31, 2020.



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Table of Contents

SELECTED FINANCIAL DATA
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions, except per share amounts
2020
2019
2020
2019
Net sales
$4,828
$5,468
$10,049
$10,882
 
 
 
 
 
Cost of sales
$3,291
$3,496
$6,609
$7,117
Percent of net sales
68.2%
63.9%
65.8%
65.4%
 
 
 
 
 
Research and development expenses
$209
$232
$445
$499
Percent of net sales
4.3%
4.2%
4.4%
4.6%
 
 
 
 
 
Selling, general and administrative expenses
$541
$642
$1,174
$1,368
Percent of net sales
11.2%
11.7%
11.7%
12.6%
 
 
 
 
 
Effective tax rate - continuing operations
1.4%
(16.4)%
(0.3)%
(5.8)%
 
 
 
 
 
Net loss available for DuPont common stockholders
$(2,478)
$(571)
$(3,094)
$(50)
 
 
 
 
 
Loss per common share – basic
$(3.37)
$(0.76)
$(4.20)
$(0.07)
Loss per common share – diluted
$(3.37)
$(0.76)
$(4.20)
$(0.07)


RESULTS OF OPERATIONS
Summary of Sales Results
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Net sales
$
4,828

$
5,468

$
10,049

$
10,882


The following table summarizes sales variances by segment and geographic region from the prior year:
Sales Variances by Segment and Geographic Region
 
Three Months Ended June 30, 2020
Six Months Ended June 30, 2020
Percentage change from prior year
Local Price & Product Mix
Currency
Volume
Portfolio & Other
Total
Local Price & Product Mix
Currency
Volume 
Portfolio & Other
Total
Electronics & Imaging
 %
(1
)%
7
 %
(1
)%
5
 %
 %
(1
)%
7
 %
 %
6
 %
Nutrition & Biosciences

(2
)
1


(1
)
1

(2
)
1



Transportation & Industrial
(5
)
(1
)
(28
)

(34
)
(5
)
(1
)
(18
)

(24
)
Safety & Construction
2

(1
)
(10
)
2

(7
)
2

(1
)
(7
)
2

(4
)
Non-Core
2

(1
)
(22
)
(9
)
(30
)
2

(1
)
(17
)
(9
)
(25
)
Total
 %
(1
)%
(10
)%
(1
)%
(12
)%
 %
(1
)%
(6
)%
(1
)%
(8
)%
U.S. & Canada
(1
)%
 %
(16
)%
 %
(17
)%
(1
)%
 %
(9
)%
 %
(10
)%
EMEA 1

(2
)
(16
)

(18
)

(2
)
(10
)
(1
)
(13
)
Asia Pacific

(1
)
1

(1
)
(1
)
(1
)
(1
)
1


(1
)
Latin America
3

(5
)
(21
)
(2
)
(25
)
3

(4
)
(12
)
(2
)
(15
)
Total
 %
(1
)%
(10
)%
(1
)%
(12
)%
 %
(1
)%
(6
)%
(1
)%
(8
)%
1.
Europe, Middle East and Africa.


45


Table of Contents

The Company reported net sales for the three months ended June 30, 2020 of $4.8 billion, down 12 percent from $5.5 billion for the three months ended June 30, 2019, due to a 10 percent decrease in volume, a 1 percent unfavorable currency impact and a 1 percent decline in portfolio actions. Local price and product mix remained flat. Volume declined across all geographic regions with the exception of Asia Pacific where it increased 1 percent. Volume declined across all segments with the exception of Electronics & Imaging (up 7 percent) and Nutrition & Biosciences (up 1 percent). The most notable volume decreases were in Transportation & Industrial (down 28 percent) and Non-Core (down 22 percent). Currency was down 1 percent compared with the same period last year, driven primarily by Latin American currencies (down 5 percent). Portfolio and other changes contributed 1 percent of the sales decrease which impacted Non-Core (down 9 percent). Local price was flat compared with the same period last year. Local price increased in Latin America (up 3 percent) and in Safety & Construction (up 2 percent) and Non-Core (up 2 percent).

Net sales for the six months ended June 30, 2020 were $10.0 billion, down 8 percent from $10.9 billion for the six months ended June 30, 2019, due to a 6 percent decrease in volume, a 1 percent unfavorable currency impact and a 1 percent decline in portfolio actions. Local price and product mix remained flat. Volume declined across all geographic regions with the exception of Asia Pacific where it increased 1 percent. Volume declined across all segments with the exception of Electronics & Imaging (up 7 percent) and Nutrition & Biosciences (up 1 percent). The most notable volume decreases were in Transportation & Industrial (down 18 percent) and Non-Core (down 17 percent). Currency was down 1 percent compared with the same period last year, driven primarily by Latin American currencies (down 4 percent) and EMEA currencies (down 2 percent). Portfolio and other changes contributed 1 percent of the sales decrease which impacted Non-Core (down 9 percent). Local price and product mix was flat compared with the same period last year. Local price increased in Latin America (up 3 percent) and in all segments except Transportation & Industrial (down 5 percent) and Electronics & Imaging (flat).

Cost of Sales
Cost of sales was $3.3 billion for the three months ended June 30, 2020, down from $3.5 billion for the three months ended June 30, 2019 primarily due to lower sales volume, cost synergies, and currency impacts offset by approximately $160 million of charges associated with temporarily idling several manufacturing plants to align supply with demand due to COVID-19, mainly in the Transportation & Industrial segment.

Cost of Sales as a percentage of net sales for the three months ended June 30, 2020 was 68 percent compared with 64 percent for the three months ended June 30, 2019, driven mainly by the charges associated with temporary idling several manufacturing plans referenced above.

For the six months ended June 30, 2020, cost of sales was $6.6 billion, down from $7.1 billion for the six months ended June 30, 2019. Cost of sales decreased for the six months ended June 30, 2020 primarily due to lower sales volume, cost synergies, currency impacts, and lower costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with ASC 205 and therefore remained as costs of continuing operations for periods prior to the Distributions, offset by approximately $160 million of charges associated with temporarily idling several manufacturing plants to align supply with demand due to COVID-19, mainly in the Transportation & Industrial segment.

Cost of sales as a percentage of net sales for the six months ended June 30, 2020 was 66 percent compared with 65 percent for the six months ended June 30, 2019.

Research and Development Expenses ("R&D")
R&D expenses totaled $209 million in the second quarter of 2020, down from $232 million in the second quarter of 2019. R&D as a percentage of net sales was 4 percent for the three months ended June 30, 2020 and 2019.

For the first six months of 2020, R&D expenses totaled $445 million, down from $499 million in the first six months of 2019. R&D as a percentage of net sales was 4 percent and 5 percent for the six months ended June 30, 2020 and 2019, respectively.

The decrease for the six months ended June 30, 2020 compared with the same period of the prior year was primarily due to the absence of R&D costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with ASC 205 and therefore remained as costs of continuing operations for periods prior to the Distributions.

Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $541 million in the second quarter of 2020, down from $642 million in the second quarter of 2019 primarily due to productivity actions and reduced spending. SG&A as a percentage of net sales was 11 percent and 12 percent for the three months ended June 30, 2020 and 2019, respectively.


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For the first six months of 2020, SG&A expenses totaled $1,174 million, down from $1,368 million in the first six months of 2019. SG&A as a percentage of net sales was 12 percent and 13 percent for the six months ended June 30, 2020 and 2019, respectively.

The decrease as compared with the same period of the prior year was primarily due to productivity actions and the absence of SG&A costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with ASC 205 and therefore remained as costs of continuing operations for periods prior to the Distributions.

Amortization of Intangibles
Amortization of intangibles was $528 million in the second quarter of 2020, up from $252 million in the second quarter of 2019. In the first six months of 2020, amortization of intangibles was $1,061 million, up from $508 million in the same period last year. The increase was primarily due to the amortization of the Nutrition and Biosciences tradenames that were reclassified to definite-lived intangibles in the fourth quarter of 2019 in connection with the Intended N&B Transaction.

Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $19 million in the second quarter of 2020, down from $137 million in the second quarter of 2019. The activity in the second quarter of 2020 included a $21 million impairment charge related to indefinite-lived intangible assets in the Transportation & Industrial segment, a $15 million charge related to the 2020 Restructuring Program, a $16 million credit related to the 2019 Restructuring Program and a $1 million credit related to the DowDuPont Cost Synergy Program. The charges in the second quarter of 2019 included a $63 million impairment charge related to an equity method investment, a $53 million charge related to the 2019 Restructuring Program and a $21 million charge related to the DowDuPont Cost Synergy Program.

In the first six months of 2020, restructuring and asset related charges - net were $423 million, up from $208 million in the same period last year. The activity for the six months of 2020 included a $270 million impairment charge related to long-lived assets in the Non-Core segment, a $21 million impairment charge related to indefinite-lived intangible assets in the Transportation & Industrial segment, a $126 million charge related to the 2020 Restructuring Program, a $2 million charge related to the 2019 Restructuring Program and a $4 million charge related to the DowDuPont Cost Synergy Program. The charges in the same period of 2019 related to the equity method investment impairment charge and 2019 Restructuring Program, both described above, as well as a $92 million charge related to the Synergy Program.

See Note 5 to the interim Consolidated Financial Statements for additional information.

Goodwill Impairment Charges
Goodwill impairment charges were $2,498 million in the second quarter of 2020, up from $1,175 million in the second quarter of 2019. Goodwill impairment charges were $3,031 million in the six months ended June 30, 2020, up from $1,175 million in the same period last year. In the second quarter of 2020, the charges relate to the Transportation and Industrial segment. In the first six months of 2020, the charges relate to the Transportation & Industrial and Non-Core segments. Goodwill impairment charges in the second quarter of 2019 and for the first six months of 2019 relate to the Nutrition & Biosciences and Non-Core segments. See Note 11 to the interim Consolidated Financial Statements for additional information.

Integration and Separation Costs
Integration and separation costs, which primarily reflect costs related to the post-Merger integration, activities related to the Distributions, and, during 2020, the Intended N&B Transaction, were $145 million in the second quarter of 2020, down from $347 million in the second quarter of 2019. In the first six months of 2020, integration and separation costs were $342 million, down from $958 million in the same period last year. The decline was primarily related to the timing of the Distributions.

Equity in Earnings of Nonconsolidated Affiliates
The Company's share of the earnings of nonconsolidated affiliates was $103 million in the second quarter of 2020, up from $49 million in the second quarter of 2019. In the first six months of 2020, the Company's share of the earnings of nonconsolidated affiliates was $142 million, up from $89 million in the first six months of 2019. The increases are primarily due to higher HSC Group equity earnings, mainly driven by customer settlements in the second quarter of 2020.

Sundry Income (Expense) - Net
Sundry income (expense) - net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments and assets, non-operating pension and other post employment benefit plan credits or costs, and certain litigation matters. Sundry income (expense) - net in the second quarter of 2020 was expense of $14 million compared with expense of $19 million in the second quarter of 2019. The second quarter of 2020 included foreign currency exchange losses of $23 million, partially offset by income related to non-operating pension and

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other post employment benefits credits of $8 million. The second quarter of 2019 included a $48 million charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement included in miscellaneous income and foreign currency exchange losses of $17 million, partially offset by income related to non-operating pension and other post employment benefit credits of $18 million, a gain on the sale of assets of $10 million and interest income of $9 million.

In the first six months of 2020, sundry income (expense) - net was income of $197 million compared with income of $65 million in the first six months of 2019. The first six months of 2020 included benefits related to the sale of the Compound Semiconductor Solutions business unit of $197 million, income related to non-operating pension and other post employment benefit credits of $19 million and miscellaneous income of $12 million, partially offset by foreign currency exchange losses of $31 million. The first six months of 2019 included a gain on sale of assets of $63 million, interest income of $49 million and income related to non-operating pension and other post employment benefit plans of $39 million, partially offset by foreign currency exchange losses of $78 million.

Interest Expense
Interest expense was $193 million in the second quarter of 2020, up from $165 million in the second quarter of 2019. The increase primarily relates to incremental financing costs associated with the May Debt Offering and financing costs associated with the Intended N&B transaction.

In the first six months of 2020, interest expense was $376 million, up from $316 million in the same period last year. The increase primarily relates to financing facilities that were drawn after March 31, 2019 for the Company to operate on a stand-alone basis and complete the capital structures of Corteva and Dow in advance of their respective separations, which include the Term Loan Facilities and the DuPont Commercial Paper Program, as well as the factors noted above.

(Benefit from) Provision for Income Taxes on Continuing Operations
The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attribute. The effective tax rate on continuing operations for the second quarter of 2020 was 1.4 percent, compared with an effective tax rate of (16.4) percent for the second quarter of 2019. For the first six months of 2020, the effective tax rate on continuing operations was (0.3) percent, compared with (5.8) percent for the first six months of 2019.

The effective tax rate for the second quarter of 2020 and for the first six months of 2020 was principally the result of a non-tax-deductible goodwill impairment charge impacting the Transportation and Industrial segment in the second quarter and a non-tax-deductible goodwill impairment charge impacting the Non-Core segment in the first quarter. The tax rate in the second quarter of 2019 and for the first six months of 2019 was principally the result of the non-tax-deductible goodwill impairment charges impacting the Nutrition & Biosciences and Non-Core segments. See Note 11 to the interim Consolidated Financial Statements for additional information on the goodwill impairment charges.

Income from Discontinued Operations, Net of Tax
In the second quarter of 2020 and for the first six months of 2020, the Company did not have income from discontinued operations. In the second quarter of 2019 and for the first six months of 2019, income from discontinued operation, net of tax was $566 million and $1,212 million, respectively. The decrease period over period is attributable to the timing of the Distributions. Refer to Note 3 to the interim Consolidated Financial Statements for additional information.

Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests was $7 million in the second quarter of 2020, down from $34 million in the second quarter of 2019. For the first six months of 2020, net income attributable to noncontrolling interests was $13 million, down from $85 million for the same period last year. The decreases are attributable to the timing of the Distributions.





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SUPPLEMENTAL UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following supplemental unaudited pro forma financial information (the “unaudited pro forma financial statements”) is derived from DuPont’s Consolidated Financial Statements, adjusted to give effect to certain events directly attributable to the Distributions. In contemplation of the Distributions and to achieve the respective credit profiles of each of the current companies, in the fourth quarter of 2018, DowDuPont borrowed $12.7 billion under the 2018 Senior Notes and entered the Term Loan Facilities with an aggregate principal amount of $3.0 billion. Additionally, DuPont issued approximately $1.4 billion in commercial paper in May 2019 in anticipation of the Corteva Distribution (the “Funding CP Issuance” together with the 2018 Senior Notes and the Term Loan Facilities, the "Financings"). The unaudited pro forma financial statements for the six months ended June 30, 2019 were prepared in accordance with Article 11 of Regulation S-X. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the Distributions and the Financings (collectively the "Transactions"), (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results. The unaudited pro forma statements of operations for the six months ended June 30, 2019 give effect to the pro forma events as if they had been consummated on January 1, 2018. There were no pro forma adjustments for the three and six months ended June 30, 2020 and for the three months ended June 30, 2019.

Restructuring or integration activities or other costs following the Distributions that may be incurred to achieve cost or growth synergies of DuPont are not reflected. The unaudited pro forma income statement provides shareholders with summary financial information and historical data that is on a basis consistent with how DuPont reports current financial information.

The unaudited pro forma financial statements are presented for informational purposes only, and do not purport to represent what DuPont's results of operations or financial position would have been had the Transactions occurred on the dates indicated, nor do they purport to project the results of operations or financial position for any future period or as of any future date.
Unaudited Pro Forma Combined
Statements of Operations
Six Months Ended June 30,
2019
In millions, except per share amounts
DuPont 1
Pro Forma Adjustments2
Pro Forma
Net sales
$
10,882

$

$
10,882

Cost of sales
7,117

22

7,139

Research and development expenses
499


499

Selling, general and administrative expenses
1,368


1,368

Amortization of intangibles
508


508

Restructuring and asset related charges - net
208


208

Goodwill impairment charges
1,175


1,175

Integration and separation costs
958

(173
)
785

Equity in earnings of nonconsolidated affiliates
89


89

Sundry income (expense) - net
65


65

Interest expense
316

29

345

Loss from continuing operations before income taxes
(1,113
)
122

(991
)
Provision for income taxes on continuing operations
64

30

94

Loss from continuing operations, net of tax
(1,177
)
92

(1,085
)
Net income attributable to noncontrolling interests of continuing operations
13


13

Net loss from continuing operations attributable to DuPont
$
(1,190
)
$
92

$
(1,098
)
 
 
 
 
Per common share data:
 
 
 
Loss per common share from continuing operations - basic
$
(1.59
)
 
$
(1.47
)
Loss per common share from continuing operations - diluted
$
(1.59
)
 
$
(1.47
)
 
 
 
 
Weighted-average common shares outstanding - basic
749.6

 
749.6

Weighted-average common shares outstanding - diluted
749.6

 
749.6

1.
See the historical U.S. GAAP Consolidated Statements of Operations.
2.
Certain pro forma adjustments were made to illustrate the estimated effects of the Transactions, assuming that the Transactions had occurred on January 1, 2018. The adjustments include the impact to "Cost of sales" of different pricing than historical intercompany and intracompany practices related to various supply agreements entered into with the Dow Distribution, adjustments to "Integration and separation costs" to eliminate one-time transaction costs directly attributable to the Distributions, and adjustments to "Interest expense" to reflect the impact of the Financings.




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SEGMENT RESULTS
In the first quarter of 2020, in preparation for the Intended N&B Transaction, DuPont changed its management and reporting structure to realign costs associated with its polysaccharides pre-commercial activities from the Non-Core segment to the N&B segment. The reporting changes have been retrospectively reflected in the following discussion of segment results for all periods presented. Refer to Note 21 to the interim Consolidated Financial Statements for additional information.

Prior to April 1, 2019, the Company's measure of profit/loss for segment reporting purposes is pro forma Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assessed performance and allocates resources. The Company defines pro forma Operating EBITDA as pro forma earnings (i.e., pro forma “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post employment benefits (“OPEB”) / charges, and foreign exchange gains / losses, excluding the impact of costs historically allocated to the materials science and agriculture businesses that did not meet the criteria to be recorded as discontinued operations and adjusted for significant items. Effective April 1, 2019, the Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's CODM assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, adjusted for significant items. Reconciliations of these measures can be found in Note 21 to the interim Consolidated Financial Statements. Prior year data has been updated to conform with the current year presentation.

Pro forma adjustments used in the calculation of pro forma Operating EBITDA were determined in accordance with Article 11 of Regulation S-X and were derived from DuPont's historical Consolidated Financial Statements and accompanying notes, adjusted to give effect to the Distributions as if they had been consummated on January 1, 2018. The pro forma adjustments impacting pro forma Operating EBITDA reflect the impact of various supply agreements ("supply agreements") entered into in connection with the Dow Distribution and are outlined in the preceding section, Supplemental Unaudited Pro Forma Combined Financial Information, as adjustments to "Cost of sales." The impact of these supply agreements is reflected in pro forma Operating EBITDA for the periods noted above as it is included in the measure of profit/loss reviewed by the CODM in order to show meaningful comparability among periods while assessing performance and making resource allocation decisions. There were no pro forma adjustments for the three and six months ended June 30, 2020 and for the three months ended June 30, 2019.



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ELECTRONICS & IMAGING
The Electronics & Imaging segment is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics including mobile devices, television monitors, personal computers and electronics used in a variety of industries. The segment is a leading provider of materials and solutions for the fabrication of semiconductors and integrated circuits, and provides innovative metallization processes for metal finishing, decorative, and industrial applications. Electronics & Imaging is a leading provider of platemaking systems and photopolymer plates for the packaging graphics industry and digital printing inks for a variety of applications in the textile, commercial printing, and home-office markets. In addition, the segment provides cutting-edge materials for the manufacturing of rigid and flexible displays for organic light emitting diode ("OLED"), and other display applications.
Electronics & Imaging
Three Months Ended
Six Months Ended
In millions
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Net sales
$
905

$
858

$
1,789

$
1,683

Operating EBITDA 1
$
277

$
246

$
530

$
534

Equity earnings
$
10

$
5

$
19

$
8

1.
For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis.
 
Electronics & Imaging
Three Months Ended
Six Months Ended
Percentage change from prior year
June 30, 2020
June 30, 2020
Change in Net Sales from Prior Period due to:
 
 
Local price & product mix
 %
 %
Currency
(1
)
(1
)
Volume
7

7

Portfolio & other
(1
)

Total
5
 %
6
 %

Electronics & Imaging net sales were $905 million for the three months ended June 30, 2020, up 5 percent from $858 million for the three months ended June 30, 2019. Net sales increased due to a 7 percent increase in volume partially offset by a 1 percent portfolio decline and a 1 percent unfavorable currency impact. Volume growth was driven by Semiconductor Technologies with continued strength in the logic and foundry segment and increased memory demand in servers and data centers. Within Image Solutions, volume gains in ink for the consumer market were mostly offset by declined demand for flexographic printing and OLED materials. Volume declined within Interconnect Solutions due to softness in smartphones and select industrial markets.
Operating EBITDA was $277 million for the three months ended June 30, 2020, up 13 percent compared with $246 million for the three months ended June 30, 2019 due to volume gains and cost productivity actions.

Electronics & Imaging net sales were $1,789 million for the six months ended June 30, 2020, up 6 percent from $1,683 million for the six months ended June 30, 2019. Net sales increased due to a 7 percent volume growth offset by a 1 percent unfavorable currency impact, driven primarily by Asia Pacific. Volume growth in Semiconductor Technologies was driven by the logic and foundry segment and increased demand for memory in servers and data centers was partially offset by volume declines in Image Solutions.
Operating EBITDA was $530 million for the six months ended June 30, 2020, down 1 percent compared with pro forma Operating EBITDA of $534 million for the six months ended June 30, 2019. Favorable impacts from volume gains and cost productivity actions were offset by higher raw material costs and the absence of $51 million in income related to an asset sale in 2019.


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NUTRITION & BIOSCIENCES
The Nutrition & Biosciences segment is an innovation-driven and customer-focused segment that provides solutions for the global food and beverage, dietary supplements, home and personal care, energy, animal nutrition and pharma markets. The segment is one of the world's largest producers of specialty ingredients, developing and manufacturing solutions for the global food and beverage, dietary supplements, enzymes and pharmaceutical excipient markets. Additionally, the segment is an industry pioneer and innovator that works with customers to improve the performance, productivity and sustainability of their products and processes, through differentiated technology in ingredients applications, fermentation, biotechnology, chemistry and manufacturing process excellence.
Nutrition & Biosciences
Three Months Ended
Six Months Ended
In millions
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Net sales
$
1,539

$
1,558

$
3,090

$
3,093

Operating EBITDA 1
$
418

$
386

$
803

$
735

Equity earnings
$
1

$

$
1

$

1. For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis.
 
Nutrition & Biosciences
Three Months Ended
Six Months Ended
Percentage change from prior year
June 30, 2020
June 30, 2020
Change in Net Sales from Prior Period due to:
 
 
Local price & product mix
 %
1
 %
Currency
(2
)
(2
)
Volume
1

1

Portfolio & other


Total
(1
)%
 %

Nutrition & Biosciences net sales were $1,539 million for the three months ended June 30, 2020, down 1 percent from $1,558 million for the three months ended June 30, 2019 due to a 1 percent increase in volume more than offset by a 2 percent unfavorable currency impact. Volume gains in Food & Beverage were driven by increased demand in the plant-based meat category partially offset by declines in sweeteners. Pharma Solutions volume increased due to demand in over-the-counter and prescription pharma applications. Health & Biosciences volume gains were driven by probiotics along with strong demand in home & personal care and animal nutrition offset by declined demand in biorefinery and microbial control. 

Operating EBITDA was $418 million for the three months ended June 30, 2020, up 8 percent compared with $386 million for the three months ended June 30, 2019 due to a favorable product mix led by Health & Biosciences and cost productivity actions.

Nutrition & Biosciences net sales were $3,090 million for the six months ended June 30, 2020, or essentially flat compared with $3,093 million for the six months ended June 30, 2019. A 1 percent increase in local price and a 1 percent increase in volume were offset by a 2 percent unfavorable currency impact, driven primarily from EMEA. Health & Biosciences volume gains were driven by probiotics along with strong demand in home & personal care and animal nutrition, partially offset by declined demand in biorefinery and microbial control. Volume gains in Food & Beverage were driven by increased demand in the plant-based meat category partially offset by declines in sweeteners.

Operating EBITDA was $803 million for the six months ended June 30, 2020, up 9 percent compared with pro forma Operating EBITDA of $735 million for the six months ended June 30, 2019 due to a favorable product mix led by Health & Biosciences, pricing gains, and cost productivity actions.



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TRANSPORTATION & INDUSTRIAL
The Transportation & Industrial segment provides high-performance engineering resins, adhesives, silicones, lubricants and parts to engineers and designers in the transportation, electronics, healthcare, industrial and consumer end-markets to enable systems solutions for demanding applications and environments. The segment delivers a broad range of polymer-based high-performance materials in its product portfolio, including elastomers and thermoplastic and thermoset engineering polymers which are used by customers to fabricate components for mechanical, chemical and electrical systems. In addition, the segment produces innovative engineering polymer solutions, high performance parts, specialty silicones and differentiated adhesive technologies to meet customer specifications in automotive, aerospace, electronics, industrial, healthcare and consumer markets. Transportation & Industrial is a global leader of advanced materials that provides technologies that differentiate customers’ products with improved performance characteristics enabling the transition to hybrid-electric-connected vehicles, high speed high frequency connectivity and smart healthcare.
Transportation & Industrial
Three Months Ended
Six Months Ended
In millions
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Net sales
$
832

$
1,269

$
1,976

$
2,586

Operating EBITDA 1
$
49

$
357

$
357

$
730

Equity earnings
$
1

$
2

$
2

$
2

1. For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis.
 
Transportation & Industrial
Three Months Ended
Six Months Ended
Percentage change from prior year
June 30, 2020
June 30, 2020
Change in Net Sales from Prior Period due to:
 
 
Local price & product mix
(5
)%
(5
)%
Currency
(1
)
(1
)
Volume
(28
)
(18
)
Portfolio & other


Total
(34
)%
(24
)%

Transportation & Industrial net sales were $832 million for the three months ended June 30, 2020, down from $1,269 million for the three months ended June 30, 2019. The change in net sales was due to a 28 percent decrease in volume, a 5 percent decrease in local price, and a 1 percent unfavorable currency impact. Volume declines were primarily due to impact of the COVID-19 pandemic on the automotive industry and the other key industrial end markets.
Operating EBITDA was $49 million for the three months ended June 30, 2020, down 86 percent compared with $357 million for the three months ended June 30, 2019 driven primarily by approximately $130 million in charges associated with temporarily idling several manufacturing plants to align supply with demand as well as the impact of volume declines due to the COVID-19 pandemic.

Transportation & Industrial net sales were $1,976 million for the six months ended June 30, 2020, down from $2,586 million for the six months ended June 30, 2019 due to a 18 percent decrease in volume, a 5 percent decrease in local price, and a 1 percent unfavorable currency impact. Volume declines were primarily due to impact of the COVID-19 pandemic on the automotive industry and the other key industrial markets.

Operating EBITDA was $357 million for the six months ended June 30, 2020, down 51 percent compared with pro forma Operating EBITDA of $730 million for the six months ended June 30, 2019 driven primarily by volume declines due to the COVID-19 pandemic, price declines, and charges associated with temporarily idling several manufacturing plants to align supply with demand, as referenced above.


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SAFETY & CONSTRUCTION
The Safety & Construction segment is a leading provider of engineered products and integrated systems for a number of industries including worker safety, water purification and separation, aerospace, energy, medical packaging and building materials. The segment satisfies the growing global needs of businesses, governments, and consumers for solutions that make life safer, healthier, and better. By uniting market-driven science with the strength of highly regarded brands, the segment strives to bring new products and solutions to solve customers' needs faster, better and more cost effectively.
Safety & Construction
Three Months Ended
Six Months Ended
In millions
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Net sales
$
1,244

$
1,341

$
2,520

$
2,624

Operating EBITDA 1
$
349

$
382

$
717

$
756

Equity earnings
$
5

$
7

$
12

$
15

1. For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis.
 
Safety & Construction
Three Months Ended
Six Months Ended
Percentage change from prior year
June 30, 2020
June 30, 2020
Change in Net Sales from Prior Period due to:
 
 
Local price & product mix
2
 %
2
 %
Currency
(1
)
(1
)
Volume
(10
)
(7
)
Portfolio & other
2

2

Total
(7
)%
(4
)%

Safety & Construction net sales were $1,244 million for the three months ended June 30, 2020, down from $1,341 million for the three months ended June 30, 2019 as a 2 percent increase in local price and a 2 percent increase in portfolio were more than offset by a 10 percent decline in volume and a 1 percent unfavorable impact from currency globally. The portfolio impact reflects the recent acquisitions in the Water Solutions business. Local price increased led by the Safety Solutions. Volume gains in Water Solutions and demand for TYVEK® protective garments were more than offset by volume declines in Safety and Shelter Solutions due to weakened demand across end markets and declined construction activity as a result of the COVID-19 pandemic.
Operating EBITDA was $349 million for the three months ended June 30, 2020, down 9 percent compared with $382 million for the three months ended June 30, 2019 due to lower volumes and costs associated with capacity reductions more than offsetting a favorable product mix and productivity actions.

Safety & Construction net sales were $2,520 million for the six months ended June 30, 2020, slightly down from $2,624 million for the six months ended June 30, 2019 as a 2 percent increase in local price and 2 percent increase in portfolio were more than offset by a 7 percent volume decline and a 1 percent unfavorable impact from currency. The portfolio impact reflects the recent acquisitions in the Water Solutions business. Volume growth in the segment was led by gains in Water Solutions and protective garment sales within Safety Solutions which were more than offset by weakened demand in end markets as a result of the COVID-19 pandemic. Shelter Solutions volume declined due to the COVID-19 pandemic and the resulting impact on construction activity.

Operating EBITDA was $717 million for the six months ended June 30, 2020, down 5 percent compared with pro forma Operating EBITDA of $756 million for the six months ended June 30, 2019 due to lower volumes, the absence of licensing income, and costs associated with capacity reductions more than offsetting pricing gains, improved product mix, and productivity actions.



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NON-CORE
The Non-Core segment is a leading global supplier of key materials for the manufacturing of photovoltaic cells and panels, including innovative metallization pastes, backsheet materials and silicone encapsulants and adhesives. The segment also includes the Company's share of the results of the HSC Group, a U.S.-based group of companies that manufacture and sell polycrystalline silicon products for the photovoltaic and semiconductor industries. Additionally, the segment provides materials used in components and films for consumer electronics, automotive, and aerospace markets. The segment also provides sustainable materials and services for sulfuric acid production and regeneration technologies, alkylation technology for production of clean, high-octane gasoline, and a comprehensive suite of aftermarket service and solutions offerings, including safety consulting and services, to improve the safety, productivity, and sustainability of organizations across a range of industries.  The Non-Core segment is also a leading producer of specialty biotechnology materials for carpet and apparel markets as well as polyester films for the healthcare, photovoltaics, electronics, packaging and labels, and electrical insulation industries.
Non-Core
Three Months Ended
Six Months Ended
In millions
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Net sales
$
308

$
442

$
674

$
896

Operating EBITDA 1
$
93

$
104

$
135

$
202

Equity earnings 2
$
86

$
36

$
108

$
66

1. For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis.
2. Represents equity in earnings (losses) of nonconsolidated affiliates included in pro forma Operating EBITDA, the Company's measure of profit/loss for segment reporting purposes, which excludes significant items. Accordingly, the Non-Core segment presented above excludes a restructuring charge of $1 million and $2 million for the three and six months ended June 30, 2019 which is presented in "Equity in earnings of nonconsolidated affiliates" in the Company's interim Consolidated Statements of Operations.

Non-Core
Three Months Ended
Six Months Ended
Percentage change from prior year
June 30, 2020
June 30, 2020
Change in Net Sales from Prior Period due to:
 
 
Local price & product mix
2
 %
2
 %
Currency
(1
)
(1
)
Volume
(22
)
(17
)
Portfolio & other
(9
)
(9
)
Total
(30
)%
(25
)%

Non-Core net sales were $308 million for the three months ended June 30, 2020, down from $442 million for the three months ended June 30, 2019 due to 2 percent pricing gains more than offset by a 22 percent volume decline, a 9 percent portfolio decline, and a 1 percent unfavorable currency impact. The third quarter 2019 sale of the Sustainable Solutions business reduced sales by 9 percent. Volume gains in microcircuit paste materials were more than offset by declines in demand in trichlorosilane, TEDLAR® aircraft films and photovoltaic metallization pastes.
Operating EBITDA was $93 million for the three months ended June 30, 2020, down 11 percent compared with $104 million for the three months ended June 30, 2019 as a customer settlement gain of $64 million was more than offset by volume declines and the absence of earnings from the Sustainable Solutions business.

Non-Core net sales were $674 million for the six months ended June 30, 2020, down from $896 million for the six months ended June 30, 2019. Net sales declined due to a 17 percent decline in volume, a 9 percent portfolio decline due to the sale of the Sustainable Solutions business and a 1 percent unfavorable impact from currency, which more than offset a 2 percent increase in local price. Volume declines were driven by declines in demand for trichlorosilane and TEDLAR® aircraft films.

Operating EBITDA was $135 million for the six months ended June 30, 2020, down 33 percent compared with pro forma Operating EBITDA of $202 million for the six months ended June 30, 2019 as a customer settlement gain of $64 million was more than offset by volume declines and the absence of earnings from the Sustainable Solutions business.





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CHANGES IN FINANCIAL CONDITION
Liquidity & Capital Resources
Information related to the Company's liquidity and capital resources can be found in the Company's 2019 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 six months ended June 30, 2020.

The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase the Company’s optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. The Company’s primary source of incremental liquidity is cash flows from operating activities. COVID-19 continues to adversely impact the broader global economy, including negatively impacting economic growth and creating disruption and volatility in the global financial and capital markets, which could result in increases in the cost of capital and/or adversely impact the availability of and access to capital, which could negatively affect DuPont’s liquidity. Management expects the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company’s and its subsidiaries obligations as they come due; however, DuPont is unable to predict the extent of COVID-19 related impacts which depends on highly uncertain and unpredictable future developments, including the duration and spread of the COVID-19 outbreak, and the speed and extent of the resumption of normal economic and operating conditions. In light of this uncertainty, the Company has taken steps to further ensure liquidity and capital resources, as discussed below.
In millions
June 30, 2020
December 31, 2019
Cash and cash equivalents
$
3,737

$
1,540

Total debt
$
19,167

$
17,447


The Company's cash and cash equivalents at June 30, 2020 and December 31, 2019 were $3.7 billion and $1.5 billion, respectively, of which $1.4 billion at June 30, 2020 and December 31, 2019 were held by subsidiaries in foreign countries, including United States territories. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. The increase in cash and cash equivalents was primarily due to receipt of proceeds from the May Debt Offering, discussed further below.

Total debt at June 30, 2020 and December 31, 2019 was $19.2 billion and $17.4 billion, respectively. The increase was primarily due to the May Debt Offering.

Term Loan and Revolving Credit Facilities
In November 2018, the Company entered into a term loan agreement that establishes two term loan facilities in the aggregate principal amount of $3 billion, (the “Term Loan Facilities”) as well as a five-year $3 billion revolving credit facility (the “Five-Year Revolving Credit Facility”). Effective May 2, 2019, the Company fully drew the two Term Loan Facilities in the aggregate principal amount of $3.0 billion and the Five-Year Revolving Credit Facility became effective and available. The Five-Year Revolving Credit Facility is generally expected to remain undrawn, and serve as a backstop to the Company’s commercial paper and letter of credit issuance. In June 2019, the Company entered into a 364-day $750 million revolving credit facility (the “Old 364-Day Revolving Credit Facility”).

In April 2020, the Company entered into a $1.0 billion 364-day revolving credit facility (the “$1B Revolving Credit Facility"). The $1B Revolving Credit Facility replaced the Old 364-Day Revolving Credit Facility, improving the Company’s liquidity position in response to near term uncertainties. As of the effectiveness of the $1B Revolving Credit Facility, the Old 364-Day Revolving Credit Facility was terminated. The $1B Revolving Credit facility may be used for general corporate purposes.

Debt Offering
On May 1, 2020, the Company completed an underwritten public offering of senior unsecured notes (the “Notes”) in the aggregate principal amount of $2 billion of 2.169 percent fixed rate Notes due May 1, 2023 (the “May Debt Offering”). The proceeds from the May Debt Offering are expected to be used by the Company to repay or redeem the Company’s $0.5 billion in floating rate notes due November 2020 and $1.5 billion of 3.77 percent fixed-rate notes due November 2020 (collectively, the “2020 Notes”). Upon consummation of the Intended N&B Transaction, the Company will be required to mail a notice of redemption to holders of the Notes, with a copy to the Trustee, setting forth the date of redemption of all of the Notes on the date (“Special Mandatory Redemption Date”) that is the later of (i) three (3) Business Days after the consummation of the Intended N&B Transaction and (ii) May 1, 2021. On the Special Mandatory Redemption Date, the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, up to but excluding the Special Mandatory Redemption Date. In the event a special mandatory redemption is triggered, the Company expects to fund the redemption with proceeds from the Special Cash Payment.

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Table of Contents

Commercial Paper
In April 2019, DuPont authorized a $3 billion commercial paper program (the “DuPont Commercial Paper Program”). At June 30, 2020, the Company had issued $1.6 billion of commercial paper ($1.8 billion at December 31, 2019).

Nutrition & Biosciences Financing    
In connection with the Intended N&B Transaction, N&B Inc. entered into a Bridge Commitment Letter in an aggregate principal amount of $7.5 billion, (the “Bridge Loans”) to secure committed financing for the Special Cash Payment and related financing fees and expenses. The aggregate commitment under the Bridge Letter is reduced by, among other things, (1) the amount of net cash proceeds received by N&B Inc. from any issuance of senior unsecured notes pursuant to a Rule 144A offering or other private placement, (the "N&B Notes Offering") and (2) certain qualifying term loan commitments under senior unsecured term loan facilities.
In January 2020, N&B Inc. entered into a senior unsecured term loan agreement in the amount of $1.25 billion split evenly between three- and five-year facilities. As a result of entry into the term loan agreement, the commitments under the Bridge Commitment Letter were reduced to $6.25 billion. The remaining $6.25 billion is expected to be funded through the N&B Notes Offering and/or the Bridge Loans. The proceeds from drawdowns on the term loan facilities and the N&B Notes Offering, if any, and/or the Bridge Loans would be used to make the Special Cash Payment and to pay the related financing fees and expenses. The commitments under the Bridge Commitment Letter and the availability of funding under the term loan agreement are subject to customary closing conditions including among others, the satisfaction of substantially all the conditions to the consummation of the intended transaction with IFF.
Borrowing under the term loan agreement and, if any, under the Bridge Loans would occur immediately prior to the closing of the Intended N&B Transaction. Any issuance of the N&B Note Offering for some or all the remaining $6.25 billion would likely occur in the second half of 2020.
 
Pursuant to the Merger Agreement, the fees and expenses associated with the financing, including fees associated with any prepayment will be borne (A) entirely by N&B Inc. if the transaction closes; and (B) equally by DuPont and IFF if the Merger Agreement terminates. However, if the Merger Agreement is terminated by IFF, in accordance with its terms, for breach by DuPont, such fees and expenses will be borne entirely by DuPont; and if terminated by DuPont in accordance with its terms for breach by IFF, such fees and expenses will be borne entirely by IFF.

Credit Ratings
The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to a strong financial position and strong investment-grade rating. At July 29, 2020, DuPont's credit ratings were as follows:
Credit Ratings
Long-Term Rating
Short-Term Rating
Outlook
Standard & Poor’s
BBB+
A-2
Negative Watch
Moody’s Investors Service
Baa1
P-2
Stable
Fitch Ratings
BBB+
F-2
Stable

The Company's indenture covenants related to its 2018 Senior Notes and May Debt Offering contains certain limitations on the Company’s ability to incur liens and enter into sale lease-back transactions, mergers and consolidations as well as customary events of default. The Term Loan Facilities, the Five-Year Revolving Credit Facility and the $1B Revolving Credit Facility contain a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At June 30, 2020, the Company was in compliance with this financial covenant.

Summary of Cash Flows
The Company’s cash flows from operating, investing and financing activities, as reflected in the interim Consolidated Statements of Cash Flows, are summarized in the following table. The cash flows related to Dow and Corteva have not been segregated and are included in the interim Consolidated Statements of Cash Flows for the six months ended June 30, 2019.


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Table of Contents

Cash Flow Summary
Six Months Ended June 30,
In millions
2020
2019
Cash provided by (used for):
 
 
Operating activities
$
1,520

$
(51
)
Investing activities
$
(348
)
$
(1,657
)
Financing activities
$
1,050

$
(10,661
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
$
(30
)
$
48


Cash Flows from Operating Activities
In the first six months of 2020, cash provided by operating activities was $1,520 million, compared with cash used for operating activities of $51 million in the same period last year. The increase in cash provided by operating activities was primarily due to a decrease in cash used for working capital, offset by the impact of the Dow and Corteva Distributions to period earnings.

Net Working Capital
June 30, 2020
Dec 31, 2019
In millions (except ratio)
Current assets
$
11,986

$
9,999

Current liabilities
8,010

8,346

Net working capital
$
3,976

$
1,653

Current ratio
1.50:1

1.20:1


Cash Flows from Investing Activities
In the first six months of 2020, cash used for investing activities was $348 million, compared with $1,657 million in the first six months of 2019. The decrease in cash used was primarily attributable to lower capital expenditures and an increase in proceeds from sales of property and businesses. The first six months of 2019 also contains activity related to the materials science and agriculture businesses prior to the Distributions.

Cash Flows from Financing Activities
In the first six months of 2020, cash provided by financing activities was $1,050 million compared with cash used for financing activities of $10,661 million in the same period last year. The primary driver of the decrease in cash used was a reduction in cash payments related to the Distributions of Dow and Corteva, a reduction in payments on long-term debt, and a reduction in share repurchase of common stock, partially offset by decreased issuances of short-term notes payable and lower proceeds from issuance of long-term debt. The first six months of 2019 also contains activity related to the materials science and agriculture businesses prior to the Distributions.

Dividends
On February 12, 2020, the Board of Directors declared a first quarter dividend of $0.30 per share, paid on March 16, 2020, to shareholders of record on February 28, 2020.

On April 29, 2020, the Company announced that its Board declared a second quarter dividend of $0.30 per share, paid on June 15, 2020, to shareholders of record on May 29, 2020.

On June 25, 2020, the Company announced that its Board declared a third quarter dividend of $0.30 per share payable on September 15, 2020, to shareholders of record on July 31, 2020.

Share Buyback Programs
On June 1, 2019, the Company's Board of Directors authorized a new $2 billion share buyback program, which expires on June 1, 2021. During the second quarter, the Company did not repurchase any shares. As of June 30, 2020, the Company repurchased 16.9 million shares under this program since inception at a total cost of $982 million. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information.

Pension and Other Post Employment Plans
DuPont expects to make additional contributions in the aggregate of approximately $45 million by year-end 2020 to certain non-US pension and other post employment benefit plans. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

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Table of Contents

Restructuring
In March 2020, the Company approved restructuring actions designed to capture near-term cost reductions following the expected closure of the Intended N&B Transaction (the "2020 Restructuring Program"). As a result of these actions, the Company recorded pre-tax restructuring charges of $126 million inception-to-date, consisting of severance and related benefit costs of $102 million and asset related charges of $24 million. The Company expects actions related to this program to be substantially complete by the end of 2020. Future cash payments related to the 2020 Restructuring Program are anticipated to be $81 million primarily related to the payment of severance and related benefits.

In June 2019, DuPont approved restructuring actions to simplify and optimize certain organizational structures following the completion of the Distributions (the "2019 Restructuring Program"). As a result of these actions, the Company has recorded pre-tax restructuring charges of $140 million inception-to-date, consisting of severance and related benefit costs of $106 million and asset related charges of $34 million. Actions associated with the 2019 Restructuring Program are considered substantially complete. Future cash payments related to the 2019 Restructuring Program are anticipated to be $42 million, primarily related to the payment of severance and related benefits.

In September and November 2017, the Company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program, adopted by the DowDuPont Board of Directors. The DowDuPont Cost Synergy Program was designed to integrate and optimize the organization following the Merger and in preparation for the Distributions whereby the Company has recorded pre-tax restructuring charges attributable to the continuing operations of DuPont of $489 million inception-to-date, consisting of severance and related benefit costs of $213 million, asset related charges of $209 million and contract termination charges of $67 million. The activities related to the DowDuPont Cost Synergy Program are expected to result in additional cash expenditures of $41 million consisting of severance and related benefit costs and contract terminations. Actions associated with the DowDuPont Cost Synergy Program, including employee separations, are considered substantially complete (see Note 5 to the interim Consolidated Financial Statements).

Off-balance Sheet Arrangements
Guarantees arise in the ordinary course of business from relationships with customers and nonconsolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specific triggering events occur. At June 30, 2020 and December 31, 2019, the Company had directly guaranteed $176 million and $187 million, respectively, of such obligations. Additional information related to the guarantees of the Subsidiaries can be found in the “Guarantees” section of Note 13 to the interim Consolidated Financial Statements.


Contractual Obligations
Information related to the Company's contractual obligations at December 31, 2019 can be found in the Company's 2019 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Contractual Obligations. The Company completed the May Debt Offering during the second quarter of 2020.  Refer to Liquidity & Capital Resources for more information. There were no other material changes to the Company's contractual obligations during the second quarter of 2020.



59


Table of Contents

OTHER MATTERS
Recent Accounting Guidance
See Note 2 to the interim Consolidated Financial Statements for a description of recent accounting guidance.

Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported in the interim Consolidated Financial Statements and accompanying notes. Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (“2019 Annual Report”) describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. DuPont’s accounting policies that are impacted by judgments, assumptions and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2019 Annual Report. Since December 31, 2019, there have been no material changes in the Company’s accounting policies that are impacted by judgments, assumptions and estimates. See the discussion in this section for information regarding the valuation of assets and impairment considerations.

Valuation of Assets and Impairment Considerations
The Company tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that the fair value is below its carrying value. Goodwill is evaluated for impairment using qualitative and/or quantitative testing procedures. The Company performs goodwill impairment testing at the reporting unit level which is defined as the operating segment or one level below the operating segment. One level below the operating segment, or component, is a business in which discrete financial information is available and regularly reviewed by segment management. The Company aggregates certain components into reporting units based on economic similarities.

As a result of the related acquisition method of accounting in connection with the Merger, Historical EID’s assets and liabilities were measured at fair value resulting in increases to the Company’s goodwill and other intangible assets. The fair value valuation increased the risk that declines in financial projections, including changes to key assumptions, 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.

COVID-19 continues to adversely impact the broader global economy and has caused significant volatility in financial markets. If there is a of lack of recovery, the time period to recovery is longer than expected or further global softening is experienced in certain markets, such as automotive, aerospace, commercial construction, oil & gas and select industrial end-markets, or a sustained decline in the value of the Company's common stock, the Company may be required to perform additional impairment assessments for its goodwill, other intangibles, and long-lived assets, the results of which could result in material impairment charges.





60


Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Note 19 to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the Company's 2019 Annual Report on Form 10-K for information on the Company's utilization of financial instruments and an analysis of the sensitivity of these instruments.


ITEM 4. CONTROLS AND PROCEDURES
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 SEC. 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 June 30, 2020, 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.

Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

In connection with the Distributions, there were several processes, policies, operations, technologies and information systems that were integrated following the Merger which have been replicated, transferred or separated. During the quarter ended June 30, 2020, the Company continued to take steps to ensure that adequate controls were designed and maintained, including planning for separation activities related to the Intended N&B Transaction.




61


Table of Contents

DuPont de Nemours Inc.
PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are 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 13 to the interim Consolidated Financial Statements.

Litigation
See Note 13 to the interim Consolidated Financial Statements.

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 description is included per Regulation S-K, Item 103(5)(c) of the Securities Exchange Act of 1934.

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 EID sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015. Subsequent to this inspection, the U.S. Environmental Protection Agency (“EPA”), the U.S. Department of Justice (“DOJ”), the Louisiana Department of Environmental Quality (“DEQ”), the Company (originally through Historical EID), 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. DuPont, Denka, EPA, DOJ and DEQ are continuing these discussions, which include potential settlement options.

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, Historical EID, and certain DuPont subsidiaries. NJDEP’s allegations relate to former operations of Historical EID 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.”



62



ITEM 1A. RISK FACTORS
Other than the risk factor set forth below, there have been no material changes in the Company's risk factors discussed in Part I, Item 1A, Risk Factors, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The extent to which the novel coronavirus (COVID-19) and measures taken in response to it, impact DuPont’s business, results of operations, access to sources of liquidity and financial condition depends on future developments, which are highly uncertain and cannot be predicted.
DuPont is actively monitoring the global impacts of COVID-19, including the impacts from responsive measures, and remains focused on its top priorities - the safety and health of its employees and the needs of its customers. The company’s business and financial condition, and the business and financial condition of the company’s customers and suppliers, have been impacted by the significantly increased economic and demand uncertainties created by the COVID-19 outbreak. In addition, public and private sector responsive measures, such as the imposition of travel restrictions, quarantines, adoption of remote working, and suspension of non-essential business and government services, have impacted the company’s business and financial condition. Many of DuPont’s facilities and employees are based in areas impacted by the virus. While most DuPont manufacturing sites remain in operation, DuPont has reduced or furloughed certain operations in response to government measures, employee welfare concerns and the impact of COVID-19 on the global demand and supply chain. DuPont’s manufacturing operations may be further adversely affected by impacts from COVID-19 including, among other things, additional government actions and other responsive measures, more and /or deeper supply chain disruptions, quarantines and health and availability of essential onsite personnel. Furthermore, COVID-19 continues to adversely impact the broader global economy, including negatively impacting economic growth and creating disruption and volatility in the global financial and capital markets, which could result in increases in the cost of capital and/or adversely impact the availability of and access to capital, which could negatively affect DuPont’s liquidity. DuPont is unable to predict the extent of COVID-19 related impacts on its business, results of operations, access to sources of liquidity and financial condition which depends on highly uncertain and unpredictable future developments, including, but not limited to, the duration and spread of the COVID-19 outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume. DuPont’s financial results may be materially and adversely impacted by a variety of factors that have not yet been determined, including potential impairments of goodwill and other assets. DuPont is taking actions, including reducing costs, restructuring actions, and delaying certain capital expenditures and non-essential spend. In addition, the company may consider further reductions in or furloughing additional operations in response to further and/or deeper declines in demand and/or or supply chain disruptions. There can be no guaranty that such actions will significantly mitigate the impact of COVID-19 on the company’s business, results of operations, access to sources of liquidity or financial condition. After the COVID-19 outbreak has subsided, DuPont may experience materially adverse impacts to its business, results of operations and financial condition as a result of related global economic impacts, including any recession that has occurred or may occur in the future.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information regarding purchases of the Company’s common stock by the Company during the three months ended June 30, 2020:

Issuer Purchases of Equity Securities
 
Total number of shares purchased as part of the Company's publicly announced share repurchase program 1
Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share
repurchase program 1
(In millions)
Period
Total number of shares purchased
Average price paid per share
April

$


$
1,018

May



1,018

June



1,018

Second Quarter 2020

$


$
1,018

1.
On June 1, 2019, the Company announced a new $2 billion share buyback program, which expires on June 1, 2021.
 




63



ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


ITEM 5. OTHER INFORMATION
In anticipation of and to facilitate the intended transaction with IFF, DuPont is planning for the internal separation of the N&B Business, 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 "N&B Internal Separations"). See Part I, Item 1 and Part II, Item 1A of this report for more information regarding the intended transaction. The N&B Internal Separations are currently expected to consist of internal transactions undertaken by DuPont and its subsidiaries to separate ownership of the N&B Business from ownership of their other businesses, including a number of distributions intended to qualify as tax-free spinoffs for United States tax purposes under Section 355 of the Internal Revenue Code. The N&B Internal Separations are expected to occur in the United States and in the Netherlands. Following the completion of the N&B Internal Separations, DuPont expects that DuPont will effectuate the separation, pending DuPont Board approval, in a distribution intended to qualify as a tax-free spinoff for United States tax purposes under Section 355 of the Internal Revenue Code. The DuPont subsidiaries, or their successors, that are included in the current plans for the N&B Internal Separations as distributing corporations in the N&B Internal Separations (each in one or more tax-free spinoffs for United States tax purposes under Section 355 of the Internal Revenue Code) are the following: Specialty Electronic Materials Netherlands B.V.; DuPont Services Company B.V.; Performance Specialty Products NA, LLC; DuPont Polymers, Inc.; and DuPont US Holding, LLC.

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Table of Contents

ITEM 6. EXHIBITS
 
EXHIBIT NO.
 
DESCRIPTION
 
4.1*
 
Description of Capital Stock
 
 
DuPont de Nemours, Inc. 2020 Equity and Incentive Plan, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8- K filed May 27, 2020.
 
 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
101.INS
 
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith





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Table of Contents

DuPont de Nemours, Inc.
Signatures

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.

DUPONT DE NEMOURS, INC.
Registrant
Date: July 31, 2020

By:
/s/ MICHAEL G. GOSS
 
 
 
Name:
Michael G. Goss
 
 
 
Title:
Vice President and Controller
 
 
 
City:
Wilmington
 
 
 
State:
Delaware
 
 
 



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a2020q2descriptionofstoc
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK General The following summary description of the capital stock of DuPont de Nemours, Inc. (“DuPont” or the “Company”) is based on the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), our certificate of incorporation, as amended, and our bylaws, as amended. This description does not purport to be complete and is qualified in its entirety by reference to the full text of the DGCL, as it may be amended from time to time, and to the terms of the Company’s Second Amended and Restated Certificate of Incorporation effective as of June 1, 2019, (the “charter” or “certificate of incorporation”) incorporated by reference to Exhibit 3.2 to DuPont’s Current Report on Form 8-K filed June 3, 2019 and Amended and Restated Bylaws, effective as of June 1, 2019, (the “bylaws”) incorporated by reference to Exhibit 3.3 to DuPont’s Current Report on Form 8-K filed June 3, 2019, and as each may be further amended from time to time. The Company’s authorized capital stock consists of 1,666,666,667 shares of common stock, par value $0.01 per share, and 250,000,000 shares of preferred stock. The number of authorized shares of any class may be increased or decreased by an amendment to the Company’s certificate of incorporation proposed by the DuPont board of directors and approved by a majority of voting shares voted on the issue at a meeting at which a quorum exists. At July 29, 2020, there were 733,827,575 outstanding shares of DuPont common stock. Common Stock Each holder of a share of DuPont common stock is entitled to one vote for each share held on all questions presented to common stockholders, and the common stock has the exclusive right to vote for the election of directors and for all other purposes (subject to the express terms of any preferred stock, if any). Common stockholders have no preemptive rights and no rights to convert their common stock into any other securities. There is also no redemption or sinking fund provisions applicable to the common stock. Common stockholders are entitled to receive dividends as may be declared from time to time by DuPont’s board of directors out of funds legally available therefor. Common stockholders are entitled to share pro rata, upon any liquidation or dissolution of DuPont, in all remaining assets available for distribution to common stockholders after payment or providing for DuPont’s liabilities and the liquidation preference of any outstanding preferred stock. The rights, preferences and privileges of common stockholders are subject to, and may be adversely affected by, the rights of holders of any series of preferred stock that DuPont may designate and issue in the future. Preferred Stock DuPont’s board of directors is authorized to provide for the issuance of up to 250,000,000 shares of preferred stock in multiple series without the approval of shareholders. With respect to each series of preferred stock, DuPont’s board of directors has the authority to fix the following terms: • the designation of the series, which may be by distinguishing number, letter or title; • the number of shares within the series; • whether dividends are cumulative and, if cumulative, the dates from which dividends are cumulative; • the rate of any dividends, any conditions upon which dividends are payable, and the dates of payment of dividends; • whether the shares are redeemable, the redemption price and the terms of redemption; • the amount payable for each share if the Company dissolves or liquidates; • whether the shares are convertible or exchangeable, the price or rate of conversion or exchange, and the applicable terms and conditions;


 
• any restrictions on issuance of shares in the same series or any other series; • voting rights applicable to the series of preferred stock; and • any other rights, priorities, preferences, restrictions or limitations of such series. The right of a holder of preferred stock to receive payment in respect thereof upon any liquidation, dissolution or winding up of us will be subordinate to the rights of the Company’s general creditors. Charter and Bylaw Provisions; Takeover Statutes A number of provisions in the charter and bylaws as well as the DGCL may make it more difficult to acquire control of DuPont or remove the Company’s management. Structure of Board The DuPont board is elected annually. The bylaws provide that each director will hold office for a term expiring at the next succeeding annual meeting of stockholders and until such director’s successor is duly elected and qualified. The DuPont board, in accordance with its bylaws, will consist of between 6 and 16 directors, with the number of directors to be determined only by resolution adopted by a majority of the entire board. Furthermore, subject to the rights of holders of any class or series of preferred stock to elect directors, any vacancies on the board for any reason, including death, removal, resignation or disqualification of any director and any newly created directorships resulting from an increase in the authorized number of directors, will be filled only by a majority vote of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by stockholders. This provision could prevent a stockholder from obtaining majority representation on the board by allowing the board to enlarge the board and fill the new directorships with the board’s own nominees. Removal of Directors In accordance with the DGCL and subject to the rights of the holders of any class or series of preferred stock, the entire board or any individual director may be removed at any time, with or without cause, only by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of DuPont then entitled to vote generally in the election of directors, voting as a single class. Advance Notice of Proposals and Nominations/ Limits on Special Meetings The bylaws provide that stockholders must give timely written notice to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders. Generally, to be timely, a stockholder’s notice will be required to be delivered to the Secretary of DuPont not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting. The bylaws also specify the form and content of a stockholder’s notice and stockholder eligibility requirements for stockholder nominees to be included in the Company’s annual meeting proxy, subject to a specified maximum total number of stockholder nominees in accordance with the bylaws. Stockholder eligibility requirements including that each nominating stockholder or group of stockholders has owned continuously for at least 3 years, no less than 3 percent of the outstanding stock entitled to vote generally in the election of directors. The DuPont certificate of incorporation and bylaws provide that special meetings of stockholders may be called by order of the board or by written request of stockholders holding together at least 25% of all the shares of DuPont entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as determined by the board; provided, however, that the date of any such special meeting shall be not more than ninety (90) days after the request to call the special meeting by one or more stockholders who satisfy the requirements as set forth in the bylaws. These provisions may prevent stockholders from bringing matters before an annual meeting of stockholders or from nominating candidates for election as directors at an annual meeting of stockholders.


 
Amendment of the Bylaws The board is authorized to amend, alter, change, adopt and repeal DuPont’s bylaws by the affirmative vote of a majority of total directors present or by unanimous consent. Stockholders also have the power to amend, alter, change, adopt and repeal the bylaws by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of DuPont then entitled to vote generally in the election of directors, voting as a single class. Takeover Statutes Section 203 of the DGCL generally prohibits “business combinations”, including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested stockholder who beneficially owns 15% or more of a corporation’s voting stock, within three years after the person or entity becomes an interested stockholder, unless: (i) the board of directors of the target corporation has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owns at least 85% of the corporation’s voting stock (excluding shares owned by directors who are officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer) or (iii) after the person or entity becomes an interested stockholder, the business combination is approved by the board of directors and authorized at 2 a meeting of stockholders by the affirmative vote of at least 66 ∕3% of the outstanding voting stock not owned by the interested stockholder. The Company did not opt out of the protections of Section 203 of the DGCL. As a result, the statute applies to DuPont. Exclusive Forum The bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of DuPont, (ii) any action asserting a claim of breach of a fiduciary duty owed by any DuPont director, officer or other employee to the Company or DuPont’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine. The bylaws also provide that DuPont is entitled to equitable relief, including injunction and specific performance, to enforce such provisions regarding forum. Listing DuPont’s common stock is listed on NYSE under the symbol “DD.” Transfer Agent and Registrar The transfer agent and registrar for DuPont’s common stock is Computershare Trust Company, N.A.  


 
Exhibit


DUPONT DE NEMOURS, INC.
2020 EQUITY AND INCENTIVE PLAN
Section 1.Purpose of Plan.
The purposes of this DuPont de Nemours, Inc. 2020 Equity and Incentive Plan (as amended from time to time, the “Plan”) are to (a) provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (b) strengthen the commitment of such individuals to the Company and its Affiliates, (c) motivate those individuals to faithfully and diligently perform their responsibilities and (d) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To accomplish these various purposes, the Plan provides that the Company may grant Options, Share Appreciation Rights, Restricted Shares, Restricted Stock Units, Share Bonuses, Other Share-Based Awards, Cash Awards or any combination of the foregoing.
Section 2.    Definitions.
For purposes of the Plan, the following capitalized terms shall be defined as set forth below:
(a)    Administrator” means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof.
(b)    Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.
(c)    Applicable Laws” means the applicable requirements under U.S. federal and state corporate laws, U.S. federal and state securities laws, including the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan, all as are in effect from time to time.
(d)    Authorized Officer” has the meaning set forth in Section 3(c) hereof.
(e)    Award” means any Option, Share Appreciation Right, Restricted Share, Restricted Stock Unit, Share Bonus, Other Share-Based Award or Cash Award granted under the Plan.
(f)    Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan.

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(g)    Base Price” has the meaning set forth in Section 8(b) hereof.
(h)    Beneficial Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.
(i)    Board” means the Board of Directors of the Company.
(j)    Bylaws” mean the bylaws of the Company, as may be amended and/or restated from time to time.
(k)    Cash Award” means an Award granted pursuant to Section 12 hereof.
(l)    Cause” shall have the meaning set forth in the Participant’s employment or other agreement with the Company, any Subsidiary or any Affiliate, if any, provided that if the Participant is not a party to any such employment or other agreement or such employment or other agreement does not contain a definition of Cause, then Cause shall mean (i) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or any Subsidiary or Affiliate (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the employing Company, Subsidiary or Affiliate that specifically identifies the alleged manner in which the Participant has not substantially performed the Participant’s duties, or (ii) the willful engaging by the Participant in illegal conduct or misconduct that is injurious to the Company or any Subsidiary or Affiliate, including any breach of the Company’s Code of Business Conduct or other applicable ethics policy. Any voluntary termination of employment or service by the Participant in anticipation of an involuntary termination of the Participant’s employment or service, as applicable, for Cause shall be deemed to be a termination for Cause.
(m)    Change in Capitalization” means any (i) merger, amalgamation, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution (whether in the form of cash, Common Stock or other property), stock split, reverse stock split, share subdivision or consolidation, (iii) combination or exchange of shares or (iv) other change in corporate structure, which, in any such case, the Administrator determines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 hereof is appropriate.
(n)    Change in Control” means the first of the following events to occur on or following the Effective Date:
(1)    any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person which were acquired directly from the Company or its Affiliates) representing more than thirty percent (30%) of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or

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(2)    the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or
(3)    there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other entity, other than (i) a merger or consolidation which results in (A) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, at least sixty percent (60%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) the individuals who comprise the Board immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a Subsidiary, the ultimate parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; or
(4)    the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Company’s stockholders unless the Board expressly determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person or an Affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (i) at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition and (ii) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board immediately prior thereto.

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Notwithstanding the foregoing, (x) a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions, and (y) if all or a portion of an Award constitutes deferred compensation under Section 409A of the Code and such Award (or portion thereof) is to be settled, distributed or paid on an accelerated basis due to a Change in Control event that is not a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5) or successor guidance, if such settlement, distribution or payment would result in additional tax under Section 409A of the Code, such Award (or the portion thereof) shall vest at the time of the Change in Control (provided such accelerated vesting will not result in additional tax under Section 409A of the Code), but settlement, distribution or payment, as the case may be, shall not be accelerated..
(o)    Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
(p)    Committee” means any committee or subcommittee the Board may appoint to administer the Plan. Unless the Board determines otherwise, the Committee shall be composed entirely of individuals who meet the qualifications of (i) a “non-employee director” within the meaning of Rule 16b-3 and (ii) any other qualifications required by the applicable stock exchange on which the Common Stock is traded.
(q)    Common Stock” means the common stock, par value U.S. $0.01 per share, of the Company.
(r)    Company” means DuPont de Nemours, Inc., a Delaware corporation (or any successor company, except as the term “Company” is used in the definition of “Change in Control” above).
(s)    Disability” has the meaning assigned to such term or an analogous term in any individual service, employment or severance agreement or Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Disability” or an analogous term, then “Disability” means that a Participant, as determined by the Administrator in its sole discretion, (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof.
(t)    Effective Date” has the meaning set forth in Section 19.

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(u)    Eligible Recipient” means an employee, director, independent contractor, or natural person consultant of the Company or any Affiliate of the Company who has been selected as an eligible participant by the Administrator; provided, however, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Share Appreciation Right means an employee, director, independent contractor, or natural person consultant of the Company or any Affiliate of the Company with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code; and provided, further, that an Eligible Recipient of an ISO means an individual who is an employee of the Company, a “parent corporation” (as such term is defined in Section 424(e) of the Code) of the Company or a “subsidiary corporation” (as such term is defined in Section 424(f) of the Code) of the Company.
(v)    Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
(w)    Executive Officer” means an officer of the Company who is subject to the liability provisions of Section 16 of the Exchange Act.
(x)    Exempt Award” means the following:
(1)    An Award granted in assumption of, or in substitution for, outstanding awards previously granted by a corporation or other entity acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines by merger or otherwise. The terms and conditions of any such Awards may vary from the terms and conditions set forth in the Plan to the extent the Administrator at the time of grant may deem appropriate, subject to Applicable Laws.
(2)    An “employment inducement” award as described in the applicable stock exchange listing manual or rules as may be granted under the Plan from time to time. The terms and conditions of any “employment inducement” award may vary from the terms and conditions set forth in the Plan to such extent as the Administrator at the time of grant may deem appropriate, subject to Applicable Laws.
(3)    An award that an Eligible Recipient purchases at Fair Market Value (including awards that an Eligible Recipient elects to receive in lieu of fully vested compensation that is otherwise due) whether or not the Shares are delivered immediately or on a deferred basis.
(y)    Exercise Price” means, (i) with respect to any Option, the per-share price at which a holder of such Option may purchase Shares issuable upon the exercise of such Option.
(z)    Fair Market Value” of a share of Common Stock or another security as of a particular date shall mean the fair market value as determined by the Administrator in its sole discretion; provided, that, (i) if the Common Stock or other security is admitted to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, (or if such date is not a trading day, on the last preceding date on which there was a sale of a share of Common Stock or other security on such exchange), or (ii) if the

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Common Stock or other security is then traded in an over-the-counter market, the fair market value on any date shall be the average of the closing bid and asked prices for such share or other security in such over-the-counter market on such day (or, if none, for the last preceding date on which there was a sale of such share or other security in such market).
(aa)    Free Standing Rights” have the meaning set forth in Section 8(a).
(bb)    Good Reason” has the meaning assigned to such term or an analogous term in any employment agreement or severance agreement or plan or Award Agreement.
(cc)    ISO” means an Option intended to be and designated as, and that satisfies the requirements to be, an “incentive stock option” within the meaning of Section 422 of the Code.
(dd)    Nonqualified Stock Option” means an Option that is not designated as an ISO or that otherwise does not satisfy the requirements to be an ISO, as such requirements are set forth in Section 422 of the Code.
(ee)    Option” means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof. The term “Option” as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.”
(ff)    Other Share-Based Award” means a right or other interest granted pursuant to Section 10 that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock, including unrestricted Shares, dividend equivalents or performance units, each of which may be subject to the attainment of performance goals or a period of continued provision of service or employment or other terms or conditions as permitted under the Plan.
(gg)    Participant” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3 below, to receive grants of Awards, any permitted assigns, and, upon his or her death, his or her successors, heirs, executors and administrators, as the case may be.
(hh)    Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.
(ii)    Plan” has the meaning set forth in Section 1 hereof.
(jj)    Related Rights” has the meaning set forth in Section 8(a) hereof.
(kk)    Restricted Period” has the meaning set forth in Section 9(a).
(ll)    Restricted Shares” means Shares granted pursuant to Section 9 hereof subject to certain restrictions that lapse at the end of a specified period or periods of time and/or upon attainment of specified performance objectives.

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(mm)    Restricted Stock Unit” means the right granted pursuant to Section 9 hereof to receive a share of Common Stock or the cash equivalent of the Fair Market Value of a share of Common Stock or a combination thereof.
(nn)    Rule 16b-3” has the meaning set forth in Section 3(a).
(oo)    Share Appreciation Right” means the right to receive, upon exercise of the right, the applicable amounts as described in Section 8 hereof.
(pp)    Share Bonus” means a bonus payable in fully vested shares of Common Stock granted pursuant to Section 11 hereof.
(qq)    Shares” means Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, amalgamation, consolidation or other reorganization) security.
(rr)    Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such other Person.
(ss)    Transfer” has the meaning set forth in Section 17 hereof.
Section 3.    Administration.
(a)    The Plan shall be administered by the Administrator and shall be administered, to the extent applicable, in accordance with Rule 16b-3 under the Exchange Act (“Rule 16b-3”).
(b)    Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall have the power and authority, without limitation:
(1)    to select those Eligible Recipients who shall be Participants;
(2)    to determine whether and to what extent Awards are to be granted hereunder to Participants;
(3)    to determine the number of Shares to be covered by each Award granted hereunder;
(4)    to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including as applicable (i) the restrictions applicable to Restricted Shares or Restricted Stock Units and the conditions under which restrictions applicable to such Restricted Shares or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable to Awards, (iii) the Exercise Price of each Option and the Base Price of each Share Appreciation Right and the purchase price, if any, of any other Award, (iv) the vesting schedule applicable to each

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Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable), any amendments to the terms and conditions of outstanding Awards, including equitable adjustments to performance goals in recognition of unusual or non-recurring events affecting the Company or any Affiliate thereof or the financial statements of the Company or any Affiliate thereof, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles);
(5)    to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards;
(6)    to determine the Fair Market Value in accordance with the terms of the Plan;
(7)    to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment or service for purposes of Awards granted under the Plan;
(8)    to determine the impact of leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status or service status of a Participant, on Awards, both with regard to vesting schedule and termination;
(9)    to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;
(10)    to prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the Plan; and
(11)    to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan.
(c)    To the extent permitted by Applicable Laws, the Administrator may, by resolution, authorize one or more Executive Officers (each such Executive Officer, an “Authorized Officer”) to do one or both of the following on the same basis as (and as if the Authorized Officer for such purposes were) the Administrator: (i) designate Eligible Recipients to receive Awards and (ii) determine the size and terms and conditions of any such Awards; provided, however, that (1) the Administrator shall not delegate such responsibilities to any Authorized Officer for Awards granted to an Eligible Recipient who is an Executive Officer, a non-employee director of the Company, or a more than 10% Beneficial Owner of any class of the

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Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act, and (B) the resolution providing for such authorization shall set forth the total number of shares of Common Stock the Authorized Officer may grant during any period; provided that no such authorization shall authorize grants of Awards during any calendar year covering shares of Common Stock in excess of 250,000 Shares for any individual or 5,000,000 Shares in the aggregate. The Authorized Officer(s) shall report periodically to the Administrator regarding the nature and scope of the Awards granted pursuant to the authority delegated.
(d)    Subject to Section 5 hereof, the Administrator shall not have the authority to reprice or cancel and regrant any Award at a lower exercise price, Base Price or purchase price or cancel any Award with an exercise price, Base Price or purchase price of less than Fair Market Value in exchange for cash, property or other Awards without first obtaining the approval of the Company’s stockholders. Without limiting any other provisions of the Plan, dividends declared with respect to an Award during the period before the Award has vested shall only become payable to a Participant if (and to the extent) the Shares underlying the Award vest.
(e)    Any Award granted hereunder shall provide for a vesting period or performance period, as applicable, of at least one (1) year following the date of grant. Notwithstanding the preceding sentence, Awards representing a maximum of five percent (5%) of the Shares initially reserved for issuance under Section 4(a) hereof may be granted hereunder without any such minimum vesting condition. Notwithstanding the provisions of this Section 3(e), the Administrator may accelerate the vesting of or waive restrictions on Awards in whole or in part at any time, for any reason.
(f)    The expenses of administering the Plan shall be borne by the Company and its Affiliates.
(g)    If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee.
(h)    Unless otherwise accelerated or where an Award Agreement or the Administrator provides for continued vesting after termination of employment, all unvested Awards shall be forfeited upon termination of employment.
(i)    All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation.

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Section 4.    Shares Reserved for Issuance Under the Plan.
(a)    The maximum number of shares of Common Stock reserved for issuance under the Plan shall be 19,000,000 shares (subject to adjustment as provided in Section 5 hereof); provided that shares of Common Stock issued under the Plan with respect to an Exempt Award shall not count against such share limit.
(b)    Notwithstanding anything in this Plan to the contrary, no individual who is not a non-employee director will be granted Awards covering more than 500,000 shares of Common Stock in the aggregate during any calendar year (subject to adjustment as provided by Section 5 hereof) and no such individual will be granted Cash Awards payable in the aggregate in excess of $10,000,000 during any calendar year.
(c)    No individual who is a non-employee director will be granted Awards covering more than 40,000 shares of Common Stock in the aggregate during any calendar year (subject to adjustment as provided by Section 5 hereof); provided that in any event the grant date fair value of Awards granted to a non-employee director shall not exceed $750,000 in the aggregate during any calendar year.
(d)    All of the shares of Common Stock available for issuance under the Plan may be made subject to an Award that is an ISO.
(e)    Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with the exercise of any Option or Share Appreciation Right under the Plan or the payment of any purchase price with respect to any other Award under the Plan, as well as any Shares exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not again be available for subsequent Awards under the Plan, and notwithstanding that a Share Appreciation Right is settled by the delivery of a net number of shares of Common Stock, the full number of shares of Common Stock underlying such Share Appreciation Right shall not be available for subsequent Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan. In addition, (i) to the extent an Award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan and (ii) shares of Common Stock underlying Awards that can only be settled in cash shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan.

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Section 5.    Equitable Adjustments.
(a)    In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made, in each case, as may be determined by the Administrator, in its sole discretion, to prevent the dilution or enlargement of the rights of Participants, in (i) the aggregate number of shares of Common Stock reserved for issuance under the Plan and maximum number of shares of Common Stock or cash that may be subject to Awards granted to any Participant in any calendar year, (ii) the kind and number of securities subject to, and the Exercise Price or Base Price of, outstanding Options and Share Appreciation Rights granted under the Plan, and (iii) the kind, number and purchase price of Shares or the amount of cash or amount or type of other property subject to outstanding Restricted Shares, Restricted Stock Units, Share Bonuses or Other Share-Based Awards granted under the Plan; provided, however, that any fractional shares resulting from the adjustment shall be eliminated.
(b)    Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Administrator may provide, in its sole discretion, but subject in all events to the requirements of Section 409A of the Code, for the cancellation of any outstanding Award in exchange for payment in cash or other property having an aggregate Fair Market Value equal to the Fair Market Value of the Shares, cash or other property covered by such Award, reduced by the aggregate Exercise Price or Base Price thereof, if any; provided, however, that if the Exercise Price or Base Price of any outstanding Award is equal to or greater than the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, the Administrator may cancel such Award without the payment of any consideration to the Participant.
(c)    With respect to ISOs, any adjustment pursuant to this Section 5 shall be made in accordance with the provisions of Section 424(h) of the Code and any regulations or guidance promulgated thereunder. No adjustment pursuant to this Section 5 shall cause any Award which is or becomes subject to Section 409A of the Code to fail to comply with the requirements of Section 409A of the Code.
(d)    Further, without limiting the generality of the foregoing, with respect to Awards subject to non-United States laws, adjustments made hereunder shall be made in compliance with applicable requirements.
(e)    The determinations made by the Administrator, pursuant to this Section 5 shall be final, binding and conclusive.
Section 6.    Eligibility.
The Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals who qualify as Eligible Recipients.
Section 7.    Options.
(a)    General. Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator

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shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option, the provisions regarding exercisability of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has no such designation, the Option shall be a Nonqualified Stock Option). The provisions of each Option need not be the same with respect to each Participant. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement. No Option granted hereunder shall be an ISO unless it is designated as such in the applicable Award Agreement and satisfies the applicable requirements set forth in Section 422 of the Code.
(b)    Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant, but, in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant (exclusive of any substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries).
(c)    Option Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions in the Plan and the Award Agreement.
(d)    Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments. An Option may not be exercised for a fraction of a share.
(e)    Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator and permitted by Applicable Laws or (iv) any combination of the foregoing.

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(f)    ISOs. The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan. ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code), if any, or a Subsidiary of the Company.
(1)    ISO Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code), if any, or a Subsidiary of the Company, the term of the ISO shall not exceed five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant.
(2)    $100,000 Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.
(3)    Disqualifying Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date the Participant makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition” is any disposition (including any sale) of such Shares before the later of (i) two (2) years after the date of grant of the ISO and (ii) one (1) year after the date the Participant acquired the Shares by exercising the ISO. The Company may, if determined by the Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Shares.
(g)    Rights as Stockholder. A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, and has paid in full for such Shares and has satisfied the requirements of Section 16 hereof.
(h)    Termination of Employment or Service. Subject to Section 3(e) hereof, in the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Options, such Options shall be exercisable at such time or times and subject to such terms and conditions as set forth in the Award Agreement.
(i)    Other Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and unprotected leaves of absence, changes from full-time to part-time employment,

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partial Disability or other changes in the employment status or service status of a Participant, as and to the extent determined in the discretion of the Administrator.
Section 8.    Share Appreciation Rights.
(a)    General. Share Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Share Appreciation Rights shall be made. Each Participant who is granted a Share Appreciation Right shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among other things, the number of Shares to be awarded, the Base Price, and all other conditions of Share Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates. The provisions of Share Appreciation Rights need not be the same with respect to each Participant. Share Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement.
(b)    Base Price. Each Share Appreciation Right shall be granted with a base price that is not less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant (such amount, the “Base Price”) (exclusive of any substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries).
(c)    Awards; Rights as Stockholder. A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the shares of Common Stock, if any, subject to a Share Appreciation Right until the Participant has given written notice of the exercise thereof and has satisfied the requirements of Section 16 hereof.
(d)    Exercise Price. The Exercise Price of Shares purchasable under a Share Appreciation Right shall be determined by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of a Share Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant (exclusive of any substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries).
(e)    Exercisability.
(1)    Share Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be

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determined by the Administrator in the applicable Award Agreement (which may include achievement of performance goals).
(2)    Share Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8.
(f)    Consideration Upon Exercise.
(1)    Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Base Price per share specified in the Free Standing Right, multiplied by (ii) the number of Shares in respect of which the Free Standing Right is being exercised.
(2)    A Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Exercise Price specified in the related Option, multiplied by (ii) the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.
(3)    Notwithstanding the foregoing, the Administrator may determine to settle the exercise of a Share Appreciation Right in cash (or in any combination of Shares and cash).
(g)    Termination of Employment or Service. Subject to Section 3(e) hereof:
(1)    In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Free Standing Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the Award Agreement; and
(2)    In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the related Options.
(h)    Term.
(1)    The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the date such right is granted.

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(2)    The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten (10) years after the date such right is granted.
(i)    Other Change in Employment or Service Status. Share Appreciation Rights shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment or service status of a Participant, as and to the extent determined in the discretion of the Administrator.
Section 9.    Restricted Shares and Restricted Stock Units.
(a)    General. Restricted Shares and Restricted Stock Units may be issued either alone or in addition to other awards granted under the Plan. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Restricted Shares or Restricted Stock Units shall be granted. Each Participant who is granted Restricted Shares or Restricted Stock Units shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among other things, the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Shares or Restricted Stock Units; the period of time prior to which Restricted Shares or Restricted Stock Units become vested and free of restrictions on Transfer (the “Restricted Period”); the performance goals (if any) upon whose attainment the Restricted Period shall lapse in part or full; and all other conditions of the Restricted Shares and Restricted Stock Units. If the restrictions, performance goals and/or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Shares or Restricted Stock Units, in accordance with the terms of the grant. The provisions of Restricted Shares or Restricted Stock Units need not be the same with respect to each Participant.
(b)    Awards and Certificates.
(1)    Except as otherwise provided in Section 9(b)(3) hereof, (i) each Participant who is granted an Award of Restricted Shares may, in the Company’s sole discretion, be issued a share certificate in respect of such Restricted Shares; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award. The Company may require that the share certificates, if any, evidencing Restricted Shares granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Shares, the Participant shall have delivered a share transfer form, endorsed in blank, relating to the Shares covered by such award. Certificates for unrestricted shares of Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Shares.
(2)    Subject to Section 9(e) below, with respect to Restricted Stock Units, at the expiration of the Restricted Period, share certificates in respect of the shares

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of Common Stock underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered to the Participant, or his or her legal representative, in a number equal to the number of shares of Common Stock underlying the Award of Restricted Stock Units.
(3)    Notwithstanding anything in the Plan to the contrary, any Restricted Shares or Restricted Stock Units (at the expiration of the Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form.
(4)    Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period, Shares shall promptly be issued to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance shall in any event be made no later than March 15th of the calendar year following the year of vesting or within such other period as is required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code.
(c)    Restrictions and Conditions. The Restricted Shares and Restricted Stock Units granted pursuant to this Section 9 shall be subject to any restrictions or conditions as determined by the Administrator at the time of grant or, subject to Section 409A of the Code where applicable, thereafter. Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a shareholder of the Company with respect to Restricted Shares during the Restricted Period, including the right to vote such shares and to receive any dividends declared with respect to such shares; provided, however, that any dividends declared during the Restricted Period with respect to such shares shall only become payable if (and to the extent) the underlying Restricted Shares vest. The Participant shall generally not have the rights of a shareholder with respect to shares of Common Stock subject to Restricted Stock Units during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to any dividends declared during the Restricted Period with respect to the number of shares of Common Stock covered by Restricted Stock Units may, to the extent set forth in an Award Agreement, be provided to the Participant at the time (and to the extent) that shares of Common Stock in respect of the related Restricted Stock Units are delivered to the Participant.
(d)    Termination of Employment or Service. Subject to Section 3(e) hereof, the rights of Participants granted Restricted Shares or Restricted Stock Units upon termination of employment or service with the Company and all Affiliates thereof for any reason during the Restricted Period shall be set forth in the Award Agreement.
(e)    Form of Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that any Restricted Stock Unit represents the right to receive the Fair Market Value of a share of Common Stock.
Section 10.    Other Share-Based Awards.
Other Share-Based Awards may be granted either alone or in addition to other Awards (other than in connection with Options or Share Appreciation Rights) under the Plan.

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Any dividend or dividend equivalent awarded hereunder shall be subject to the same restrictions, conditions and risks of forfeiture as the underlying Awards and shall only become payable if (and to the extent) the underlying Awards vest. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals to whom and the time or times at which such Other Share-Based Awards shall be granted, the number of shares of Common Stock to be granted pursuant to such Other Share-Based Awards, or the manner in which such Other Share-Based Awards shall be settled (e.g., in shares of Common Stock, cash or other property), or, subject to Section 3(e) hereof, the conditions to the vesting and/or payment or settlement of such Other Share-Based Awards (which may include achievement of performance goals) and all other terms and conditions of such Other Share-Based Awards.
Section 11.    Share Bonuses.
In the event that the Administrator grants Share Bonuses, the Shares constituting such bonus shall, as determined by the Administrator, be evidenced in uncertificated form or by a book-entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such bonus is payable.
Section 12.    Cash Awards.
The Administrator may grant Awards that are payable solely in cash, as deemed by the Administrator to be consistent with the purposes of the Plan, and, such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time. Cash Awards may be granted with value and payment contingent upon the achievement of performance goals.
Section 13.    Change in Control.
(a)    Unless otherwise determined by the Administrator and evidenced in an Award Agreement and subject to Section 3(e) hereof, in the event that (i) a Change in Control occurs and (ii) either (x) an outstanding Award is not assumed or substituted in connection therewith or (y) an outstanding Award is assumed or substituted in connection therewith and the Participant’s employment or service is terminated by the Company, its successor or an Affiliate thereof without Cause or (if applicable) by the Participant for Good Reason on or after the effective date of the Change in Control but prior to twenty-four (24) months following the Change in Control, then:
(1)    any unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable, and
(2)    the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan shall lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be achieved at the target level of performance.

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If the Administrator determines in its sole discretion pursuant to Section 3(e) hereof to accelerate the vesting of Options and/or Share Appreciation Rights in connection with a Change in Control, the Administrator shall also have discretion in connection with such action to provide that all Options and/or Share Appreciation Rights outstanding immediately prior to such Change in Control shall expire on the effective date of such Change in Control.
(b)    For purposes of this Section 13, an outstanding Award shall be considered to be assumed or substituted for if, following the Change in Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to Shares, the Award instead confers the right to receive common stock of the acquiring entity (or such other security or entity as may be determined by the Administrator, in its sole discretion).
Section 14.    Amendment and Termination.
The Board may amend, alter or terminate the Plan at any time, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent. The Board shall obtain approval of the Company’s stockholders for any amendment to the Plan that would require such approval in order to satisfy any rules of the stock exchange on which the Common Stock is traded or other Applicable Law. The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 hereof and the immediately preceding sentence, no such amendment shall materially impair the rights of any Participant without his or her consent.
Section 15.    Unfunded Status of Plan.
The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.
Section 16.    Withholding Taxes.
Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of, an amount in respect of such taxes up to the maximum statutory rates in the Participant’s applicable jurisdiction with respect to the Award, as determined by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by Applicable Laws, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable withholding tax requirements related thereto as determined by the Company. Whenever Shares or property other than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related taxes to be withheld and

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applied to the tax obligations as determined by the Company; provided, however, that, with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or other property, as applicable, or (ii) by delivering already owned unrestricted shares of Common Stock, in each case, having a value equal to the applicable taxes to be withheld and applied to the tax obligations as determined by the Company (with any fractional share amounts resulting therefrom settled in cash). Such withheld or already owned and unrestricted shares of Common Stock or Shares withheld from delivery shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by Applicable Laws, to satisfy its withholding obligation with respect to any Award as determined by the Company.
Section 17.    Transfer of Awards.
No purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder thereof will be valid, except as otherwise expressly provided in an Award Agreement or with the prior written consent of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator, provided that in no event shall any such Transfer be for value. Any other purported Transfer of an Award or any economic benefit or interest therein shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of this Section 17 shall not be entitled to be recognized as a holder of any shares of Common Stock or other property underlying such Award. Unless otherwise determined by the Administrator, an Option may be exercised, during the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal representative.
Section 18.    Continued Employment or Service.
Neither the adoption of the Plan nor the grant of an Award hereunder shall confer upon any Eligible Recipient any right to continued employment or service with the Company or any Subsidiary or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Subsidiary or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.
Section 19.    Effective Date.
The Plan was adopted by the Board on February 13, 2020 and shall become effective on the date that it is approved by the Company’s shareholders (“Effective Date”).

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Section 20.    Term of Plan.
The Plan will terminate on February 13, 2030, the tenth anniversary of the Board’s adoption of the Plan. No Awards shall be granted pursuant to the Plan on or after such date, but Awards theretofore granted may extend beyond that date.
Section 21.    Electronic Signature.
A Participant’s electronic signature of an Award Agreement shall have the same validity and effect as a signature affixed by hand.
Section 22.    Securities Matters and Regulations.
(a)    Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver Shares with respect to any Award granted under the Plan shall be subject to all Applicable Laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator in its sole discretion. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or advisable.
(b)    Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Shares, no such Award shall be granted or payment made or Shares issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.
(c)    In the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required by the Securities Act of 1933, as amended, or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired by such Participant is acquired for investment only and not with a view to distribution.
Section 23.    Notification of Election Under Section 83(b) of the Code.
If any Participant shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify the Company of such election within ten (10) days after filing notice of the election with the Internal Revenue Service.

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Section 24.    No Fractional Shares.
No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
Section 25.    Beneficiary.
A Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
Section 26.    Paperless Administration.
In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.
Section 27.    Severability.
If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.
Section 28.    Clawback; Applicable Policies.
Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation, stock exchange listing requirement, Award Agreement or Company policy, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any Award Agreement or policy adopted by the Company pursuant to any such law, government regulation, stock exchange listing requirement or otherwise). The Plan and all Awards and Shares issued hereunder shall also be subject to the terms of the Company’s insider trading policy and/or share ownership guidelines, if any, in each case as may exist from time to time and pursuant to the terms thereunder.
Section 29.    Section 409A of the Code.
The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in

22



order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under the Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company makes no representation that any or all of the payments or benefits described in the Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
Section 30.    Governing Law.
The Plan and all determinations made and actions taken pursuant thereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law of such state.
Section 31.    Titles and Headings, References to Sections of the Code or Exchange Act.
The titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.
Section 32.    Interpretation.
Unless the context of the Plan otherwise requires, words using the singular or plural number also include the plural or singular number, respectively; derivative forms of defined terms will have correlative meanings; the terms “hereof,” “herein” and “hereunder” and derivative or similar words refer to this entire Plan; the term “Section” refers to the specified Section of this Plan and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the Section or subsection in which the reference occurs; the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; and the word “or” shall be disjunctive but not exclusive.

23



Section 33.    Successors.
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.
Section 34.    Relationship to other Benefits.
No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

24

Exhibit


 
 
DuPont de Nemours, Inc.
 
EXHIBIT 31.1
 
 
 
 
 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Edward D. Breen, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of DuPont de Nemours, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2020

/s/ Edward D. Breen
Edward D. Breen
Chief Executive Officer

67



Exhibit


 
 
DuPont de Nemours, Inc.
 
EXHIBIT 31.2
 
 
 
 
 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lori Koch, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of DuPont de Nemours, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2020

/s/ Lori Koch
Lori Koch
Chief Financial Officer


68


Exhibit


 
 
DuPont de Nemours, Inc.
 
EXHIBIT 32.1
 
 
 
 
 
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Edward D. Breen, Chief Executive Officer of DuPont de Nemours, Inc. (the “Company”), certify that:

1.
the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2020 as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Edward D. Breen
Edward D. Breen
Chief Executive Officer
July 31, 2020


69

Exhibit


 
 
DuPont de Nemours, Inc.
 
EXHIBIT 32.2
 
 
 
 
 
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Lori Koch, Chief Financial Officer of DuPont de Nemours, Inc. (the “Company”), certify that:

1.
the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2020 as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Lori Koch
Lori Koch
Chief Financial Officer
July 31, 2020



70

v3.20.2
Document and Entity Information - $ / shares
6 Months Ended
Jun. 30, 2020
Jul. 29, 2020
Dec. 31, 2019
Entity Information [Line Items]      
Document Type 10-Q    
Document Quarterly Report true    
Document Period End Date Jun. 30, 2020    
Entity Registrant Name DUPONT DE NEMOURS, INC.    
Entity File Number 001-38196    
Amendment Flag false    
Document Transition Report false    
City Area Code 302    
Local Phone Number 774-3034    
Entity Central Index Key 0001666700    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus Q2    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 81-1224539    
Entity Address, Address Line One 974 Centre Road    
Entity Address, Address Line Two Building 730    
Entity Address, City or Town Wilmington    
Entity Address, State or Province DE    
Entity Address, Postal Zip Code 19805    
Title of 12(b) Security Common Stock, par value $0.01 per share    
Trading Symbol DD    
Security Exchange Name NYSE    
Entity Common Stock, Share Outstanding   733,827,575  
Par Value $ 0.01 $ 0.01 $ 0.01
v3.20.2
Consolidated Statements of Income - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Net sales $ 4,828 $ 5,468 $ 10,049 $ 10,882
Cost of sales 3,291 3,496 6,609 7,117
Research and development expenses 209 232 445 499
Selling, general and administrative expenses 541 642 1,174 1,368
Amortization of intangibles 528 252 1,061 508
Restructuring and asset related charges - net 19 137 423 208
Goodwill impairment charges 2,498 [1] 1,175 [2] 3,031 [3] 1,175
Integration and separation costs 145 347 342 958
Equity in earnings of nonconsolidated affiliates 103 49 142 89
Sundry income (expense) - net (14) (19) 197 65
Interest expense 193 165 376 316
Loss from continuing operations before income taxes (2,507) (948) (3,073) (1,113)
(Benefit from) provision for income taxes on continuing operations (36) 155 8 64
Loss from continuing operations, net of tax (2,471) (1,103) (3,081) (1,177)
Income from discontinued operations, net of tax 0 566 0 1,212
Net (loss) income (2,471) (537) (3,081) 35
Net income attributable to noncontrolling interests 7 34 13 85
Net loss available for DuPont common stockholders $ (2,478) $ (571) $ (3,094) $ (50)
Per common share data:        
Loss per common share from continuing operations - basic $ (3.37) $ (1.48) $ (4.20) $ (1.59)
Earnings per common share from discontinued operations - basic 0 0.72 0 1.52
Loss per common share - basic (3.37) (0.76) (4.20) (0.07)
Loss per common share from continuing operations - diluted (3.37) (1.48) (4.20) (1.59)
Earnings per common share from discontinued operations - diluted 0 0.72 0 1.52
Loss per common share - diluted $ (3.37) $ (0.76) $ (4.20) $ (0.07)
Weighted-average common shares outstanding - basic 734.3 749.0 736.5 749.6
Weighted-average common shares outstanding - diluted 734.3 749.0 736.5 749.6
[1] See Note 11 for additional information.
[2] See Note 11 for additional information.
[3] See Note 11 for additional information.
v3.20.2
Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Net (loss) income $ (2,471) $ (537) $ (3,081) $ 35
Other comprehensive income (loss), net of tax        
Unrealized gains on investments 0 0 0 67
Cumulative translation adjustments 345 (38) (59) (135)
Pension and other post employment benefit plans 3 56 5 191
Derivative instruments 0 17 0 (58)
Total other comprehensive income (loss) 348 42 (54) 78
Comprehensive (loss) income (2,123) (502) (3,135) 100
Comprehensive income attributable to noncontrolling interests, net of tax 10 41 8 98
Comprehensive (loss) income attributable to DuPont (2,133) (543) (3,143) 2
Total        
Other comprehensive income (loss), net of tax        
Total other comprehensive income (loss) $ 345 $ 35 $ (49) $ 65
v3.20.2
Consolidated Balance Sheets - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Current Assets    
Cash and cash equivalents $ 3,737 $ 1,540
Accounts and notes receivable - net 3,615 3,802
Inventories 4,307 4,319
Other current assets 327 338
Total current assets 11,986 9,999
Investments    
Investments in nonconsolidated affiliates 1,212 1,204
Other investments 24 24
Noncurrent receivables 31 32
Total investments 1,267 1,260
Property, plant and equipment - net of accumulated depreciation (June 30, 2020 - $5,466; December 31, 2019 - $4,969) 9,909 10,143
Other Assets    
Goodwill 30,018 33,151
Other intangible assets 12,349 13,593
Deferred income tax assets 195 236
Deferred charges and other assets 1,029 1,014
Total other assets 43,591 47,994
Total Assets 66,753 69,396
Current Liabilities    
Short-term borrowings and finance lease obligations 3,559 3,830
Accounts payable 2,632 2,934
Income taxes payable 323 240
Accrued and other current liabilities 1,496 1,342
Total current liabilities 8,010 8,346
Long-Term Debt 15,608 13,617
Other Noncurrent Liabilities    
Deferred income tax liabilities 3,174 3,514
Pension and other post employment benefits - noncurrent 1,166 1,172
Other noncurrent obligations 1,218 1,191
Total other noncurrent liabilities 5,558 5,877
Total Liabilities 29,176 27,840
Stockholders' Equity    
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2020: 733,819,825 shares; 2019: 738,564,728 shares) 7 7
Additional paid-in capital 50,191 50,796
(Accumulated deficit) Retained earnings (11,728) (8,400)
Accumulated other comprehensive loss (1,465) (1,416)
Total DuPont stockholders' equity 37,005 40,987
Noncontrolling interests 572 569
Total equity 37,577 41,556
Total Liabilities and Equity $ 66,753 $ 69,396
v3.20.2
Consolidated Balance Sheets (Parentheticals) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Accumulated depreciation $ 5,466 $ 4,969
Shares Authorized 1,666,666,667 1,666,666,667
Par Value $ 0.01 $ 0.01
Shares Issued 733,819,825 738,564,728
v3.20.2
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
3 Months Ended 6 Months Ended 13 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Operating Activities          
Net (loss) income $ (2,471) $ (537) $ (3,081) $ 35  
Adjustments to reconcile net income to net cash provided by (used for) operating activities:          
Depreciation and amortization 774 507 1,546    
Goodwill impairment charges 2,498 [1] 1,175 [2] 3,031 [3] 1,175  
Financing Activities          
Purchases of common stock         $ (982)
Cash, cash equivalents and restricted cash at beginning of period     1,577 14,022  
Cash, cash equivalents and restricted cash at end of period 3,769 1,701 3,769 1,701 3,769
Continuing Operations [Member]          
Financing Activities          
Cash, cash equivalents and restricted cash at beginning of period     1,577 8,591  
Cash, cash equivalents and restricted cash at end of period 3,769 1,701 3,769 1,701 3,769
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member]          
Financing Activities          
Cash, cash equivalents and restricted cash at beginning of period     0 5,431  
Cash, cash equivalents and restricted cash at end of period $ 0 $ 0 0 0 $ 0
Total Company [Domain]          
Adjustments to reconcile net income to net cash provided by (used for) operating activities:          
Depreciation and amortization     1,546 2,163  
Credit for deferred income tax and other tax related items     (310) (560)  
Earnings of nonconsolidated affiliates (in excess of) less than dividends received     (103) 733  
Net periodic pension benefit cost (credit)     16 (53)  
Pension contributions     (49) (463)  
Net gain on sales of assets, businesses and investments     (193) (55)  
Restructuring and asset related charges - net     423 482  
Goodwill impairment charges     3,031 1,175  
Amortization of merger-related inventory step-up     0 253  
Other net loss     92 274  
Accounts and notes receivable     111 (2,535)  
Inventories     (12) 302  
Accounts payable     34 (695)  
Other assets and liabilities, net     15 (1,107)  
Cash provided by (used for) operating activities     1,520 (51)  
Investing Activities          
Capital expenditures     (719) (1,800)  
Investment in gas field developments     0 (25)  
Proceeds from sales of property and businesses, net of cash divested     427 126  
Acquisitions of property and businesses, net of cash acquired     (73) 0  
Proceeds from sale of ownership interests in nonconsolidated affiliates     0 21  
Purchases of investments     (1) (192)  
Proceeds from sales and maturities of investments     1 228  
Other investing activities, net     17 (15)  
Cash used for investing activities     (348) (1,657)  
Financing Activities          
Changes in short-term notes payable     (274) 2,517  
Proceeds from issuance of long-term debt     2,025 4,005  
Payments on long-term debt     (27) (6,892)  
Purchases of common stock     (232) (1,681)  
Proceeds from issuance of Company stock     34 67  
Employee taxes paid for share-based payment arrangements     (13) (76)  
Distributions to noncontrolling interests     (10) (12)  
Dividends paid to stockholders     (442) (1,165)  
Cash held by Dow and Corteva at the respective Distributions     0 (7,315)  
Debt extinguishment costs     0 (104)  
Other financing activities, net     (11) (5)  
Cash provided by (used for) financing activities     1,050 (10,661)  
Effect of exchange rate changes on cash, cash equivalents and restricted cash     (30) 48  
Increase (Decrease) in cash, cash equivalents and restricted cash     $ 2,192 $ (12,321)  
[1] See Note 11 for additional information.
[2] See Note 11 for additional information.
[3] See Note 11 for additional information.
v3.20.2
Consolidated Statements of Equity - USD ($)
$ in Millions
Total
Common Stock
Add'l Paid in Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comp Loss
Unearned ESOP
Treasury Stock
Non-controlling Interests
Beginning balance at Dec. 31, 2018 $ 95,900 $ 8 $ 81,976 $ 30,257 $ (12,394) $ (134) $ (5,421) $ 1,608
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Cumulative Effect Of New Accounting Principle (111)     (111)        
Net (loss) income 35     (50)       85
Other comprehensive income 78       65     13
Dividends (1,389)   (224) (1,165)        
Common stock issued/sold 67   67          
Stock-based compensation and allocation of ESOP shares 182   153     29    
Distributions to non-controlling interests (12)             (12)
Purchases of treasury stock (1,681)           (1,681)  
Retirement of treasury stock       (7,102)     7,102  
Spin-off of Dow and Corteva (50,487)   (30,843) (30,123) 11,498 105   (1,124)
Other (6) (1)   (5)        
Ending balance at Jun. 30, 2019 42,576 7 51,129 (8,299) (831) 0 0 570
Beginning balance at Mar. 31, 2019 93,820 8 82,141 29,486 (12,364) (105) (7,000) 1,654
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net (loss) income (537)     (571)       34
Other comprehensive income 42       35     7
Dividends (213)   (224) 11        
Common stock issued/sold 4   4          
Stock-based compensation and allocation of ESOP shares 51   51          
Distributions to non-controlling interests (1)             (1)
Purchases of treasury stock (102)           (102)  
Retirement of treasury stock       (7,102)     7,102  
Spin-off of Dow and Corteva (50,487)   (30,843) (30,123) 11,498 105   (1,124)
Other (1) (1)            
Ending balance at Jun. 30, 2019 42,576 7 51,129 (8,299) (831) 0 0 570
Beginning balance at Dec. 31, 2019 41,556 7 50,796 (8,400) (1,416) 0 0 569
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Cumulative Effect Of New Accounting Principle (3)     (3)        
Net (loss) income (3,081)     (3,094)       13
Other comprehensive income (54)       (49)     (5)
Dividends (662)   (662)          
Common stock issued/sold 34   34          
Stock-based compensation and allocation of ESOP shares 57   57          
Distributions to non-controlling interests (10)             (10)
Purchases of treasury stock (232)           (232)  
Retirement of treasury stock 0     (232)     232  
Other (28)   (34) (1)       5
Ending balance at Jun. 30, 2020 37,577 7 50,191 (11,728) (1,465) 0 0 572
Beginning balance at Mar. 31, 2020 40,117 7 50,605 (9,251) (1,810) 0 0 566
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net (loss) income (2,471)     (2,478)       7
Other comprehensive income 348       345     3
Dividends (440)   (440)          
Common stock issued/sold 0              
Stock-based compensation and allocation of ESOP shares 27   27          
Distributions to non-controlling interests (4)             (4)
Purchases of treasury stock 0              
Retirement of treasury stock 0              
Other 0   (1) (1)        
Ending balance at Jun. 30, 2020 $ 37,577 $ 7 $ 50,191 $ (11,728) $ (1,465) $ 0 $ 0 $ 572
v3.20.2
Consolidated Statements of Equity (Parentheticals) - $ / shares
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Statement of Stockholders' Equity [Abstract]    
Common stock dividends (in dollars per share) $ 0.90 $ 1.86
v3.20.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 ("U.S. 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, the interim statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the 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, 2019, collectively referred to as the “2019 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.

Impact of the Novel Coronavirus (“COVID-19”) Pandemic
The COVID-19 pandemic has resulted in significant economic disruption and continues to adversely impact the broader global economy. The extent of the impact on the Company's operational and financial performance will depend on future developments, including, but not limited to, the duration and spread of the outbreak and its impact on the Company's customers and suppliers. As of the date of issuance of these interim Consolidated Financial Statements, the full extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations remains uncertain.
 
Basis of Presentation
Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("Merger Agreement"), The Dow Chemical Company ("Historical Dow") and E. I. du Pont de Nemours and Company ("Historical EID") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, Historical Dow and Historical EID became subsidiaries of DowDuPont (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. Historical Dow was determined to be the accounting acquirer in the Merger.

Except as otherwise indicated by the context, the term "Historical Dow" includes Historical Dow and its consolidated subsidiaries, "Historical EID" includes Historical EID and its consolidated subsidiaries, and "Dow Silicones" means Dow Silicones Corporation, a wholly owned subsidiary of Historical Dow.

Distributions
Effective as of 5:00 p.m. on April 1, 2019, the Company completed the 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 (the “Dow Common Stock”), to holders of the Company’s common stock (the “DowDuPont common stock”), as of the close of business on March 21, 2019 (the “Dow Distribution”).

Effective as of 12:01 a.m. on June 1, 2019, the Company completed the separation of its agriculture business into a separate and independent public company by way of a distribution of Corteva, Inc. (“Corteva”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Corteva’s common stock (the “Corteva Common Stock”), to holders of the Company’s common stock as of the close of business on May 24, 2019 (the “Corteva Distribution” and, together with the Dow Distribution, the “Distributions”).

Following the Corteva Distribution, DuPont holds the specialty products business. On June 1, 2019, DowDuPont changed its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." doing business as "DuPont." Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol "DD."
 
The results of operations of DuPont for the 2019 interim periods presented reflect the historical financial results of Dow and Corteva as discontinued operations, as applicable. The cash flows and comprehensive income related to Dow and Corteva have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income, respectively, for the applicable period. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of Dow or Corteva.




On December 15, 2019, the Company entered into definitive agreements to separate and combine the Nutrition & Biosciences business segment (the "N&B Business") with International Flavors & Fragrances Inc. ("IFF") in a tax-efficient Reverse Morris Trust transaction, (the "Intended N&B Transaction"). The transaction is expected to close in the first quarter of 2021, subject to approval by IFF shareholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel. The financial results of the N&B Business are included in continuing operations for the periods presented.
v3.20.2
RECENT ACCOUNTING GUIDANCE (Notes)
6 Months Ended
Jun. 30, 2020
Recent Accounting Guidance [Abstract]  
Accounting Standards Update and Change in Accounting Principle [Text Block] RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and associated ASUs related to Topic 326. The new guidance introduces the current expected credit loss (“CECL”) model, which requires organizations to record an allowance for credit losses for certain financial instruments and financial assets, including trade receivables, based on expected losses rather than incurred losses. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

The Company adopted the new standard in the first quarter of 2020, which required a modified retrospective transition approach, applying the new standard's cumulative-effect adjustment at the date of initial adoption. This cumulative-effect has been reflected as of January 1, 2020 and prior periods have not been restated. The impact of initial adoption was not material to the Company’s interim Condensed Consolidated Balance Sheet, interim Consolidated Statements of Operations, and interim Consolidated Statement of Cash Flows.
v3.20.2
DIVESTITURES (Notes)
6 Months Ended
Jun. 30, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] DIVESTITURES
Separation Agreements
In connection with the Dow Distribution and the Corteva Distribution, the Company entered into certain agreements that, among other things, effected the separations, provides for the allocation of assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among DuPont, Dow, and Corteva (together, the “Parties” and each a “Party”), and provides a framework for DuPont’s relationship with Dow and Corteva following the Distributions. Effective April 1, 2019, the Parties entered into the following agreements: the Separation and Distribution Agreement; the Tax Matters Agreement; the Employee Matters Agreement; and the Intellectual Property Cross-License Agreement (the “DuPont-Dow IP Cross-License Agreement”). In addition to the agreements above, DuPont has entered into certain various supply agreements with Dow. These agreements provide for different pricing than the historical intercompany and intracompany practices prior to the Distributions.

Effective June 1, 2019, in connection with the Corteva Distribution, DuPont and Corteva entered into the following agreements: the Intellectual Property Cross-License Agreement (the “DuPont-Corteva IP Cross-License Agreement”); the Letter Agreement; and the Amended and Restated Tax Matters Agreement.

Materials Science Division
On April 1, 2019, DowDuPont completed the separation of its Materials Science businesses, including the businesses and operations that comprised the Company's former Performance Materials & Coating, Industrial Intermediates & Infrastructure and the Packaging & Specialty Plastics segments, (the "Materials Science Division") through the consummation of the Dow Distribution.

On April 1, 2019, prior to the Dow Distribution, the Company contributed $2,024 million in cash to Dow.

The results of operations of the Materials Science Division are presented as discontinued operations as summarized below:
 
Six Months Ended
June 30, 2019
In millions
Net sales
$
10,867

Cost of sales
8,917

Research and development expenses
163

Selling, general and administrative expenses
329

Amortization of intangibles
116

Restructuring and asset related charges - net
157

Integration and separation costs
44

Equity in earnings of nonconsolidated affiliates
(13
)
Sundry income (expense) - net
99

Interest expense
240

Income from discontinued operations before income taxes
987

Provision for income taxes on discontinued operations
261

Income from discontinued operations, net of tax
726

Income from discontinued operations attributable to noncontrolling interests, net of tax
37

Income from discontinued operations attributable to DuPont stockholders, net of tax
$
689



The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the Materials Science Division:
 
Six Months Ended
June 30, 2019
In millions
Depreciation and amortization
$
744

Capital expenditures
$
597



Agriculture Division
On June 1, 2019, the Company completed the separation of its Agriculture business, including the businesses and operations that comprised the Company's former Agriculture segment (the "Agriculture Division"), through the consummation of the Corteva Distribution.

In 2019, prior to the distribution of Corteva, the Company contributed $7,139 million in cash to Corteva, a portion of which was used to retire indebtedness of Historical EID.

The results of operations of the Agriculture Division are presented as discontinued operations as summarized below:
 
Three Months Ended
June 30, 2019
Six Months Ended
June 30, 2019
In millions
Net sales
$
3,776

$
7,144

Cost of sales
2,026

4,218

Research and development expenses
183

470

Selling, general and administrative expenses
677

1,294

Amortization of intangibles
74

176

Restructuring and asset related charges - net
58

117

Integration and separation costs
272

430

Equity in earnings of nonconsolidated affiliates
(3
)
(4
)
Sundry income (expense) - net 
(7
)
58

Interest expense
28

91

Income from discontinued operations before income taxes
448

402

Provision for income taxes on discontinued operations 
48

82

Income from discontinued operations, net of tax
400

320

Income from discontinued operations attributable to noncontrolling interests, net of tax
25

35

Income from discontinued operations attributable to DuPont stockholders, net of tax
$
375

$
285



The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the Agriculture Division:
 
Three Months Ended
June 30, 2019
Six Months Ended
June 30, 2019
In millions
Depreciation and amortization
$
136

$
385

Capital expenditures
$
161

$
383



Indemnifications
In connection with the Distributions, Dow and Corteva indemnify the Company against, and DuPont indemnifies Dow and Corteva against certain litigation, environmental, income taxes, workers' compensation and other liabilities that arose prior to the Distributions, as applicable. The term of this indemnification is indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. At June 30, 2020, indemnified assets were $142 million within "Accounts and notes receivable, net" and $135 million within "Deferred charges and other assets" and indemnified liabilities were $81 million within "Accrued and other current liabilities" and $96 million within "Other noncurrent obligations."

Refer to Note 13 for additional information regarding treatment of litigation and environmental related matters under the Separation and Distribution Agreement and the Letter Agreement.

Sale of Compound Semiconductor Solutions
In the first quarter of 2020, the Company completed the sale of its Compound Semiconductor Solutions business unit, a part of the Electronics & Imaging segment, to SK Siltron. The proceeds received in the first quarter of 2020 related to the sale of the business were approximately $420 million. The sale resulted in a pre-tax gain of $197 million ($102 million net of tax) recorded in "Sundry income (expense) - net" in the Company's interim Consolidated Statements of Operations for the six months ended June 30, 2020.

Other Discontinued Operations Activity
For the three and six months ended June 30, 2019, the Company recorded "Income from discontinued operations, net of tax" of $86 million related to the adjustment of certain unrecognized tax benefits for positions taken on items from prior years from previously divested businesses and $80 million related to changes in accruals for certain prior year tax positions related to the divested crop protection business and research and development assets of Historical EID.

Integration and Separation Costs
Integration and separation costs for continuing operations through June 30, 2020, 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, post-Merger integration, the Distributions, and beginning in the fourth quarter of 2019, the intended separation of the Nutrition & Biosciences business.

These costs are recorded within "Integration and separation costs" within the interim Consolidated Statements of Operations.
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Integration and separation costs
$
145

$
347

$
342

$
958


v3.20.2
REVENUE
6 Months Ended
Jun. 30, 2020
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer [Text Block] REVENUE
Revenue Recognition
Products
Substantially all of DuPont's revenue is derived from product sales. Product sales consist of sales of DuPont's products to supply manufacturers and distributors. 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.

Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.

During the second quarter of 2020, Electronics & Imaging realigned a component within the Semiconductor Technologies product line to the Image Solutions product line. The reporting changes have been retrospectively reflected for all periods presented.
Net Trade Revenue by Segment and Business or Major Product Line
Three Months Ended
June 30,
Six Months Ended
June 30,
In millions
2020
2019
2020
2019
Image Solutions
$
155

$
169

$
319

$
340

Interconnect Solutions
274

282

540

520

Semiconductor Technologies
476

407

930

823

Electronics & Imaging
$
905

$
858

$
1,789

$
1,683

Food & Beverage
$
739

$
746

$
1,477

$
1,501

Health & Biosciences
579

604

1,184

1,174

Pharma Solutions
221

208

429

418

Nutrition & Biosciences
$
1,539

$
1,558

$
3,090

$
3,093

Healthcare & Specialty
$
291

$
388

$
650

$
772

Industrial & Consumer
181

293

447

601

Mobility Solutions
360

588

879

1,213

Transportation & Industrial
$
832

$
1,269

$
1,976

$
2,586

Safety Solutions
$
581

$
657

$
1,212

$
1,322

Shelter Solutions
316

398

664

755

Water Solutions
347

286

644

547

Safety & Construction
$
1,244

$
1,341

$
2,520

$
2,624

Biomaterials
$
27

$
53

$
61

$
112

Clean Technologies
67

76

127

141

DuPont Teijin Films
34

42

77

79

Photovoltaic & Advanced Materials
180

230

409

484

Sustainable Solutions 1

41


80

Non-Core
$
308

$
442

$
674

$
896

Total
$
4,828

$
5,468

$
10,049

$
10,882

1. The Sustainable Solutions business was divested in the third quarter of 2019.
Net Trade Revenue by Geographic Region
Three Months Ended
June 30,
Six Months Ended
June 30,
In millions
2020
2019
2020
2019
U.S. & Canada
$
1,513

$
1,826

$
3,255

$
3,602

EMEA 1
1,065

1,291

2,336

2,671

Asia Pacific
2,012

2,034

3,925

3,979

Latin America
238

317

533

630

Total
$
4,828

$
5,468

$
10,049

$
10,882


1.
Europe, Middle East and Africa.

Contract Balances
From time to time, the Company enters into arrangements in which it receives payments from customers based upon contractual billing schedules. The Company records accounts receivable when the right to consideration becomes unconditional. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers. The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.

Revenue recognized in the first six months of 2020 from amounts included in contract liabilities at the beginning of the period was approximately $14 million (approximately $25 million in the first six months of 2019). The amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was insignificant. The Company did not recognize any asset impairment charges related to contract assets during the period.
Contract Balances
June 30, 2020
December 31, 2019
In millions
Accounts and notes receivable - trade 1
$
2,921

$
3,007

Contract assets - current 2
$
42

$
35

Deferred revenue - current 3
$
44

$
20

Deferred revenue - noncurrent 4
$
49

$
24

1.
Included in "Accounts and notes receivable - net" in the interim Condensed Consolidated Balance Sheets.
2.
Included in "Other current assets" in the interim Condensed Consolidated Balance Sheets.
3.
Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
4.
Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets.
v3.20.2
RESTRUCTURING AND ASSET RELATED CHARGES - NET (Notes)
6 Months Ended
Jun. 30, 2020
Restructuring and Related Activities [Abstract]  
Restructuring and Related Activities Disclosure [Text Block] RESTRUCTURING AND ASSET RELATED CHARGES - NET
Charges for restructuring programs and asset related charges, which include other asset impairments, were $19 million and $423 million for the three and six months ended June 30, 2020 ($137 million and $208 million for the three and six months ended June 30, 2019). These charges were recorded in "Restructuring and asset related charges - net" in the interim Consolidated Statements of Operations. The total liability related to restructuring programs was $164 million at June 30, 2020 ($162 million at December 31, 2019). Restructuring activity consists of the following:

2020 Restructuring Program
In the first quarter of 2020, the Company approved restructuring actions designed to capture near-term cost reductions and to further simplify certain organizational structures in anticipation of the expected closure of the Intended N&B Transaction (the "2020 Restructuring Program").

The following tables summarize the charges related to the 2020 Restructuring Program for the three and six months ended June 30, 2020:
 
Three Months Ended June 30, 2020
Six Months Ended June 30, 2020
In millions
Severance and related benefit costs
$
6

$
102

Asset related charges
9

24

Total restructuring and asset related charges - net
$
15

$
126



2020 Restructuring Program Charges (Credits) by Segment
Three Months Ended June 30, 2020
Six Months Ended June 30, 2020
In millions
Electronics & Imaging
$

$
4

Nutrition & Biosciences
1

7

Transportation & Industrial
(3
)
21

Safety & Construction
2

22

Non-Core


Corporate 
15

72

Total
$
15

$
126



The following table summarizes the activities related to the 2020 Restructuring Program:
2020 Restructuring Program
Severance and Related Benefit Costs
Asset Related Charges
Total
In millions
Year-to-date restructuring charges
$
102

$
24

$
126

Charges against the reserve

(24
)
(24
)
Cash payments
(21
)

(21
)
Reserve balance at June 30, 2020
$
81

$

$
81



At June 30, 2020, total liabilities related to the 2020 Restructuring Program were $81 million, recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Company expects actions related to this program to be substantially complete by the end of 2020.

2019 Restructuring Program
During the second quarter of 2019 and in connection with the ongoing integration activities, DuPont approved restructuring actions to simplify and optimize certain organizational structures following the completion of the Distributions (the "2019 Restructuring Program"). The Company has recorded pre-tax restructuring charges of $140 million inception-to-date, consisting of severance and related benefit costs of $106 million and asset related charges of $34 million.

The following table summarizes the charges incurred related to the 2019 Restructuring Program for the three and six months ended June 30, 2020 and 2019:
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Severance and related benefit (credits) costs
$
(16
)
$
50

$
2

$
50

Asset related charges

3


3

Total restructuring and asset related (credits) charges - net
$
(16
)
$
53

$
2

$
53



2019 Restructuring Program (Credits) Charges by Segment
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Electronics & Imaging
$
(3
)
$
7

$
(3
)
$
7

Nutrition & Biosciences
(3
)
14

(3
)
14

Transportation & Industrial
(8
)
12

(7
)
12

Safety & Construction
(14
)
17

(14
)
17

Non-Core




Corporate 
12

3

29

3

Total
$
(16
)
$
53

$
2

$
53



The following table summarizes the activities related to the 2019 Restructuring Program:
2019 Restructuring Program
Severance and Related Benefit Costs
In millions
Reserve balance at December 31, 2019
$
86

Year-to-date restructuring charges
2

Non-cash compensation
(6
)
Cash payments
(40
)
Reserve balance at June 30, 2020
$
42



At June 30, 2020, total liabilities related to the 2019 Restructuring Program were $42 million, recognized in "Accrued and other current liabilities" ($86 million at December 31, 2019) in the interim Condensed Consolidated Balance Sheets. The 2019 Restructuring Program is considered substantially complete at June 30, 2020.

DowDuPont Cost Synergy Program
In September and November 2017, the Company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program, which was designed to integrate and optimize the organization following the Merger and in preparation for the Distributions. The portions of the charges, costs and expenses attributable to integration and optimization within the Agriculture and Materials Science Divisions are reflected in discontinued operations. The Company has recorded pre-tax restructuring charges attributable to the continuing operations of DuPont of $489 million inception-to-date, consisting of severance and related benefit costs of $213 million, asset related charges of $209 million and contract termination and other charges of $67 million.

The following tables summarize the charges incurred related to the DowDuPont Cost Synergy Program:
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Severance and related benefit (credits) costs
$
(2
)
$
6

$
(2
)
$
49

Contract termination and other charges
1


6

16

Asset related charges

16


29

Total restructuring and asset related (credits) charges - net 1
$
(1
)
$
22

$
4

$
94


1. The charge for the three and six months ended June 30, 2019 includes $21 million and $92 million which was recognized in "Restructuring and asset related charges - net" and $1 million and $2 million which was recognized in "Equity in earnings of nonconsolidated affiliates" in the interim Consolidated Statements of Operations.

DowDuPont Cost Synergy Program Charges (Credits) by Segment
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Electronics & Imaging
$

$

$

$

Nutrition & Biosciences

8


35

Transportation & Industrial
1


1


Safety & Construction

3

5

5

Non-Core

1



Corporate 
(2
)
10

(2
)
54

Total
$
(1
)
$
22

$
4

$
94



The following table summarizes the activities related to the DowDuPont Cost Synergy Program:
DowDuPont Cost Synergy Program
Severance and Related Benefit Costs
Contract Termination Charges
Total
In millions
Reserve balance at December 31, 2019
$
74

$
2

$
76

Year-to-date restructuring (credits) charges
(2
)
6

4

Charges against the reserve

(1
)
(1
)
Cash payments
(36
)
(2
)
(38
)
Reserve balance at June 30, 2020
$
36

$
5

$
41


At June 30, 2020, total liabilities related to the DowDuPont Cost Synergy Program were $41 million, recognized in "Accrued and other current liabilities" ($76 million at December 31, 2019) in the interim Condensed Consolidated Balance Sheets. The DowDuPont Cost Synergy Program is considered substantially complete at June 30, 2020.

Asset Impairments
In the second quarter of 2020, the Company recorded a $21 million pre-tax impairment charge related to indefinite-lived intangible assets within the Transportation & Industrial segment. This charge was recorded within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations for the three and six months ended June 30, 2020. See Note 11 for further discussion.

The Company reviews and evaluates its long-lived assets for impairment when events and changes in circumstances indicate that the related carrying amount of such assets may not be recoverable and may exceed their fair value. For purposes of determining impairment, assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within the Non-Core segment gave rise to fair value indicators and, thus, triggering events requiring the Company to perform a recoverability assessment related to its biomaterials business unit. The Company performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-lived assets was not recoverable. Accordingly, the Company estimated the fair value of these assets using a market approach utilizing Level 3 unobservable inputs. As a result, the Company recognized a $270 million pre-tax impairment charge recorded within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations for the six months ended June 30, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

Equity Method Investment Impairment Related Charges
In preparation for the Corteva Distribution, Historical EID completed the separation of the assets and liabilities related to its specialty products businesses into separate legal entities (the “SP Legal Entities”) and on May 1, 2019, Historical EID distributed the SP Legal Entities to DowDuPont (the “Internal SP Distribution”). The Internal SP Distribution served as a triggering event requiring the Company to perform an impairment analysis related to equity method investments held by the Company as of May 1, 2019. The Company applied the net asset value method under the cost approach to determine the fair value of the equity method investments in the Nutrition & Biosciences segment. Based on updated projections, the Company determined the fair value of the equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment. As a result, management concluded the impairment was other-than-temporary and recorded an impairment charge of $63 million in “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations related to the Nutrition & Biosciences segment for the three and six months ended June 30, 2019.
v3.20.2
SUPPLEMENTARY INFORMATION
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SUPPLEMENTARY INFORMATION SUPPLEMENTARY INFORMATION
Sundry Income (Expense) - Net
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Non-operating pension and other post employment benefit (OPEB) credits
$
8

$
18

$
19

$
39

Interest income
2

9

4

49

Net (loss) gain on divestiture and sales of other assets and investments 1,2
(4
)
10

193

63

Foreign exchange losses, net 
(23
)
(17
)
(31
)
(78
)
Miscellaneous income (expenses) - net 3
3

(39
)
12

(8
)
Sundry income (expense) - net
$
(14
)
$
(19
)
$
197

$
65

1. The six months ended June 30, 2020 includes income of $197 million related to the gain on sale of the Compound Semiconductor Solutions business unit within the Electronics & Imaging segment.
2. The six months ended June 30, 2019 includes income of $51 million related to a sale of assets within the Electronics & Imaging segment.
3. Miscellaneous income (expenses) - net for the three and six months ended June 30, 2019 includes a $48 million charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year settlement. The six months ended June 30, 2019 also includes $26 million related to licensing income within the Safety & Construction segment.

Cash, Cash Equivalents and Restricted Cash
From time to time, the Company is required to set aside funds for various activities that arise in the normal course of business. These funds typically have legal restrictions associated with them and are deposited in an escrow account or held in a separately identifiable account by the Company. Historical EID entered into a trust agreement in 2013 (as amended and restated in 2017), establishing and requiring Historical EID 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. After the distribution of Corteva, the Trust assets related to Corteva employees were transferred to a new trust for Corteva (the "Corteva Trust"). As a result, the Trust currently held by DuPont relates to funding obligations to DuPont employees. At June 30, 2020, the Company had restricted cash of $32 million ($37 million at December 31, 2019) included in "Other current assets" in the interim Condensed Consolidated Balance Sheets which was completely attributed to the Trust.

Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets were $1,496 million at June 30, 2020 and $1,342 million at December 31, 2019. No component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities at June 30, 2020. Accrued payroll, which is a component of "Accrued and other current liabilities," was $479 million at December 31, 2019. No other component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities at December 31, 2019.
v3.20.2
INCOME TAXES
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
For periods between the Merger and the Distributions, DuPont's consolidated federal income tax group and consolidated tax return included the Dow and Corteva entities. Generally, the consolidated tax liability of the DuPont U.S. tax group for each year was apportioned among the members of the consolidated group in accordance with the terms of the Amended and Restated Tax Matters Agreement. DuPont, Corteva 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 the Amended and Restated Tax Matters Agreement.

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate on continuing operations for the second quarter of 2020 was 1.4 percent, compared with an effective tax rate of (16.4) percent for the second quarter of 2019. For the first six months of 2020, the effective tax rate on continuing operations was (0.3) percent, compared with (5.8) percent for the first six months of 2019. The effective tax rate for the second quarter and for the first six months of 2020 was principally the result of a non-tax-deductible goodwill impairment charge impacting the Transportation and Industrial segment in the second quarter and a non-tax-deductible goodwill impairment charge impacting the Non-Core segment in the first quarter. The tax rate in the second quarter of 2019 and for the first six months of 2019 was principally the result of the non-tax-deductible goodwill impairment charges impacting the Nutrition & Biosciences and Non-Core segments. See Note 11 for more information regarding the goodwill impairment charges.

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.
v3.20.2
EARNINGS PER SHARE CALCULATIONS
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
EARNINGS PER SHARE CALCULATIONS EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the three and six months ended June 30, 2020 and 2019:
Net Income for Earnings Per Share Calculations - Basic & Diluted
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Loss from continuing operations, net of tax
$
(2,471
)
$
(1,103
)
$
(3,081
)
$
(1,177
)
Net income from continuing operations attributable to noncontrolling interests
7

9

13

13

Net income from continuing operations attributable to participating securities 1



1

Loss from continuing operations attributable to common stockholders
$
(2,478
)
$
(1,112
)
$
(3,094
)
$
(1,191
)
Income from discontinued operations, net of tax

566


1,212

Net income from discontinued operations attributable to noncontrolling interests

25


72

Income from discontinued operations attributable to common stockholders

541


1,140

Net loss attributable to common stockholders
$
(2,478
)
$
(571
)
$
(3,094
)
$
(51
)
Earnings Per Share Calculations - Basic
Three Months Ended June 30,
Six Months Ended June 30,
Dollars per share
2020
2019
2020
2019
Loss from continuing operations attributable to common stockholders
$
(3.37
)
$
(1.48
)
$
(4.20
)
$
(1.59
)
Income from discontinued operations, net of tax

0.72


1.52

Net loss attributable to common stockholders
$
(3.37
)
$
(0.76
)
$
(4.20
)
$
(0.07
)
Earnings Per Share Calculations - Diluted
Three Months Ended June 30,
Six Months Ended June 30,
Dollars per share
2020
2019
2020
2019
Loss from continuing operations attributable to common stockholders
$
(3.37
)
$
(1.48
)
$
(4.20
)
$
(1.59
)
Income from discontinued operations, net of tax

0.72


1.52

Net loss attributable to common stockholders
$
(3.37
)
$
(0.76
)
$
(4.20
)
$
(0.07
)
Share Count Information 
Three Months Ended June 30,
Six Months Ended June 30,
Shares in millions
2020
2019
2020
2019
Weighted-average common shares - basic
734.3

749.0

736.5

749.6

Plus dilutive effect of equity compensation plans




Weighted-average common shares - diluted
734.3

749.0

736.5

749.6

Stock options and restricted stock units excluded from EPS calculations 2
6.3

2.5

6.6

2.4

1.
Historical Dow restricted stock units are considered participating securities due to Historical Dow's practice of paying dividend equivalents on unvested shares.
2. These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
v3.20.2
INVENTORIES
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Inventory Disclosure INVENTORIES
Inventories
June 30, 2020
December 31, 2019
In millions
Finished goods
$
2,671

$
2,621

Work in process
821

855

Raw materials
582

599

Supplies
233

244

Total inventories
$
4,307

$
4,319


v3.20.2
NONCONSOLIDATED AFFILIATES (Notes)
6 Months Ended
Jun. 30, 2020
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments and Joint Ventures Disclosure [Text Block] NONCONSOLIDATED AFFILIATES
The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates"), by classification in the interim Condensed Consolidated Balance Sheets, are shown in the following table:
Investments in Nonconsolidated Affiliates
June 30, 2020
December 31, 2019
In millions
Investments in nonconsolidated affiliates
$
1,212

$
1,204

Accrued and other current liabilities
(78
)
(85
)
Other noncurrent obligations
(270
)
(358
)
Net investment in nonconsolidated affiliates
$
864

$
761



The Company had an ownership interest in 21 nonconsolidated affiliates at June 30, 2020. The following table reflects the Company's principal nonconsolidated affiliates and its ownership interest (direct and indirect) for each at June 30, 2020:
 
Country
Ownership Interest
 
June 30, 2020
The HSC Group:
 
 
DC HSC Holdings LLC 1
United States
50.0
%
Hemlock Semiconductor L.L.C.
United States
50.1
%
1.
DC HSC Holdings LLC holds an 80.5 percent indirect ownership interest in Hemlock Semiconductor Operations LLC.

Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the three and six months ended June 30, 2020 and 2019. Sales to nonconsolidated affiliates are primarily related to the sale of trichlorosilane, a raw material used in the production of polycrystalline silicon, to the HSC Group. Sales of this raw material to the HSC Group are reflected in Non-Core. Purchases from nonconsolidated affiliates represented less than 2 percent of “Cost of sales” for the three and six months ended June 30, 2020 and 2019.

HSC Group
The following table reflects the carrying value of the HSC Group investments at June 30, 2020 and December 31, 2019:
Investment in the HSC Group
 
Investment
In millions
Balance Sheet Classification
June 30, 2020
Dec 31, 2019
Hemlock Semiconductor L.L.C.
Other noncurrent obligations
$
(270
)
$
(358
)
DC HSC Holdings LLC
Investments in nonconsolidated affiliates
$
98

$
87



The following is summarized financial information for the Company's principal nonconsolidated equity method investments. The amounts shown below represent 100 percent of these equity method investments' results of operations:
Results of Operations
Six Months Ended June 30,
In millions
2020
2019
Revenues 1
$
345

$
367

Cost of sales 1
$
234

$
229

Income from continuing operations 2
$
203

$
135

Net income attributed to entities
$
198

$
119


1.
Includes revenues and cost of sales of $42 million and $55 million for the six months ended June 30, 2020 and 2019, respectively, that have not been eliminated between Hemlock Semiconductor L.L.C and DC HSC Holdings in the presentation of the summarized income statement information above.
2.
Includes benefits associated with customer contract settlements of approximately $165 million, partially offset by inventory valuation adjustments, for the six months ended June 30, 2020. The portion attributable to the Company was a net $64 million benefit.
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amounts of goodwill during the six months ended June 30, 2020 were as follows:
 
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Const.
Non-Core
Total
In millions
Balance at December 31, 2019 
$
7,092

$
11,012

$
6,931

$
6,711

$
1,405

$
33,151

Acquisitions



53


53

Divestitures
(199
)




(199
)
Impairments


(2,498
)

(533
)
(3,031
)
Currency Translation Adjustment
5

(5
)
13

11


24

Measurement Period Adjustments



20


20

Balance at June 30, 2020
$
6,898

$
11,007

$
4,446

$
6,795

$
872

$
30,018


The Company tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. As a result of the related acquisition method of accounting in connection with the Merger, Historical EID’s assets and liabilities were measured at fair value resulting in increases to the Company’s goodwill and other intangible assets. The fair value valuation increased the risk that declines in financial projections, including changes to key assumptions, 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.

The Company continues to monitor the impact of the COVID-19 pandemic on the broader global economy, including the end markets which the Company serves. In the second quarter of 2020, continued near-term demand weakness in global automotive production resulting from the COVID-19 pandemic, along with revised views of recovery based on third party market information, served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its Transportation & Industrial reporting unit as of June 30, 2020. The carrying value of the Transportation & Industrial reporting unit is comprised substantially of Historical EID’s assets and liabilities which were measured at fair value in connection with the Merger, and thus inherently considered at risk for impairment. The Company performed quantitative testing on its Transportation & Industrial reporting unit, using a combination of the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (a form of the market approach), as further described below. Based on the analysis performed, the Company concluded that the carrying amount of the reporting unit exceeded its fair value resulting in a pre-tax, non-cash goodwill impairment charge of $2,498 million, reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the three and six months ended June 30, 2020.

The Company's goodwill analysis referenced above used the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs. The Company’s significant assumptions in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. 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 also used the Guideline Public Company Method (a form of the market approach). The significant assumptions used in this analysis include, but are not limited to, the derived multiples from comparable market transactions and other market data. The selection of comparable businesses is based on the markets in which the reporting unit operates giving consideration to risk profiles, size, geography, and diversity of products and services.

The Company probability-weighted scenarios for both the income and market approaches and also applied an overall probability-weighting to the income and market approaches to determine the concluded fair value of the reporting unit given the uncertainty in the current economic environment to determine the concluded fair value of the reporting unit. The Company believes the current assumptions and estimates utilized in the income and market approaches are both reasonable and appropriate.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within the Non-Core segment gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform impairment analyses related to goodwill as of March 31, 2020. As part of the analysis, the Company determined that the fair value of its Photovoltaic and Advanced Materials (“PVAM”) reporting unit was below its carry value resulting in an impairment charge to goodwill. Valuations of the PVAM reporting unit under a combination of the market approach and income approach reflected softening conditions in photovoltaics markets as compared to prior estimates. In connection with this analysis, the Company recorded a pre-tax, non-cash
goodwill impairment charge of $533 million in the first quarter of 2020 impacting the Non-Core segment. This charge is reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the six months ended June 30, 2020. As a result of the impairment, the carrying value of the PVAM reporting unit is indicative of fair value and thus is at risk to have impairment charges in future periods.

In the second quarter of 2019, the Company recorded pre-tax, non-cash goodwill impairment charges of $1,175 million impacting the Nutrition & Biosciences and Non-Core segments which are reflected in "Goodwill impairment charges" in the interim Consolidated Statements of Operations for the three and six months ended June 30, 2019.

COVID-19 continues to adversely impact the broader global economy and has caused significant volatility in financial markets. If there is a of lack of recovery, the time period to recovery is longer than expected or further global softening is experienced in certain markets, such as automotive, aerospace, commercial construction, oil & gas and select industrial end-markets, or a sustained decline in the value of the Company's common stock, the Company may be required to perform additional impairment assessments for its goodwill, other intangibles, and long-lived assets, the results of which could result in material impairment charges.

Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
 
June 30, 2020
December 31, 2019
In millions
Gross
Carrying
Amount
Accum Amort
Net
Gross Carrying Amount
Accum Amort
Net
Intangible assets with finite lives:
 
 
 
 
 
 
  Developed technology
$
4,366

$
(1,616
)
$
2,750

$
4,343

$
(1,361
)
$
2,982

  Trademarks/tradenames
2,433

(1,055
)
1,378

2,433

(455
)
1,978

  Customer-related
8,994

(2,506
)
6,488

8,986

(2,229
)
6,757

  Other
303

(213
)
90

303

(98
)
205

Total other intangible assets with finite lives
$
16,096

$
(5,390
)
$
10,706

$
16,065

$
(4,143
)
$
11,922

Intangible assets with indefinite lives:
 
 
 
 
 
 
  Trademarks/tradenames
1,643


1,643

1,671


1,671

Total other intangible assets
1,643


1,643

1,671


1,671

Total
$
17,739

$
(5,390
)
$
12,349

$
17,736

$
(4,143
)
$
13,593



In the second quarter of 2020, the Company performed quantitative testing on indefinite-lived intangible assets attributable to the Transportation & Industrial segment, for which the Company determined that the fair value of certain tradenames had declined related to the factors described above. 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. 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 of the testing, the Company recorded a pre-tax, non-cash indefinite-lived intangible asset impairment charge of $21 million ($16 million after tax), which is reflected in "Restructuring and asset related charges - net," in the Consolidated Statements of Operations for the three and six months ended June 30, 2020. The remaining net book value of the tradenames attributable to the Transportation & Industrial segment at June 30, 2020 was approximately $289 million, which represents fair value.

In the first quarter of 2020, the Company recorded non-cash impairment charges related to definite-lived intangible assets impacting the Non-Core segment reflected within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations for the six months ended June 30, 2020. See Note 5 for further discussion.

The following table provides the net carrying value of other intangible assets by segment:
Net Intangibles by Segment
June 30, 2020
December 31, 2019
In millions
Electronics & Imaging
$
1,724

$
1,833

Nutrition & Biosciences
3,662

4,377

Transportation & Industrial
3,460

3,590

Safety & Construction
2,999

3,082

Non-Core
504

711

Total
$
12,349

$
13,593


The following table provides information regarding amortization expense related to other intangible assets:
Amortization Expense
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Other intangible assets
$
528

$
252

$
1,061

$
508



Total estimated amortization expense for the remainder of 2020 and the five succeeding fiscal years is as follows:
Estimated Amortization Expense
 
In millions
 
Remainder of 2020
$
1,070

2021
$
1,069

2022
$
985

2023
$
919

2024
$
840

2025
$
755


v3.20.2
SHORT TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
SHORT TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
Debt Offering
On May 1, 2020, the Company completed an underwritten public offering of senior unsecured notes (the “Notes”) in the aggregate principal amount of $2 billion of 2.169 percent fixed rate Notes due May 1, 2023 (the “May Debt Offering”). The proceeds from the May Debt Offering are expected to be used by the Company to repay or redeem the Company’s $0.5 billion in floating rate notes due November 2020 and $1.5 billion of 3.77 percent fixed-rate notes due November 2020 (collectively, the “2020 Notes”). Upon consummation of the Intended N&B Transaction, the Company will be required to mail a notice of redemption to holders of the Notes, with a copy to the Trustee, setting forth the date of redemption of all of the Notes on the date (“Special Mandatory Redemption Date”) that is the later of (i) three (3) Business Days after the consummation of the Intended N&B Transaction and (ii) May 1, 2021. On the Special Mandatory Redemption Date, the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, up to but excluding the Special Mandatory Redemption Date. The Indenture also contains certain limitations on the Company’s ability to incur liens and enter into sale lease-back transactions, as well as customary events of default.

Revolving Credit Facility
In June 2019, the Company entered into a $750 million, 364-day revolving credit facility (the "Old 364-Day Revolving Credit Facility"). On and effective as of April 16, 2020, the Company entered into a new $1.0 billion 364-day revolving credit facility (the “$1B Revolving Credit Facility"). As of the effectiveness of the $1B Revolving Credit Facility, the Old 364-Day Revolving Credit Facility was terminated.

Nutrition & Biosciences Financing
In connection with the Intended N&B Transaction, DuPont and Nutrition & Biosciences, Inc. (presently a wholly owned subsidiary of DuPont) (“N&B Inc.”) entered into a Bridge Commitment Letter (the “Bridge Letter”) in an aggregate principal amount of $7.5 billion (the “Bridge Loans”) to secure committed financing for a one-time $7.3 billion cash payment, subject to adjustment, to DuPont (the "Special Cash Payment") and related financing fees. The aggregate commitment under the Bridge Letter is reduced by, among other things, (1) the amount of net cash proceeds received by N&B Inc. from any issuance of senior unsecured notes pursuant to a Rule 144A offering or other private placement (the "N&B Notes Offering") and (2) certain qualifying term loan commitments under senior unsecured term loan facilities.
In January 2020, N&B Inc. entered into a senior unsecured term loan agreement in the amount of $1.25 billion split evenly between three- and five-year facilities. As a result of entry into the term loan agreement, the commitments under the Bridge Commitment Letter were reduced to $6.25 billion.
v3.20.2
COMMITMENTS AND CONTINGENT LIABILITIES
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENT LIABILITIES COMMITMENTS AND CONTINGENT LIABILITIES
Litigation and Environmental Matters
As of June 30, 2020, the Company had recorded liabilities of $23 million associated with litigation matters and $79 million associated with environmental matters. These recorded liabilities include the Company’s indemnification obligations to each of Dow and Corteva.

Under the Separation and Distribution Agreement, liabilities, including cost and expenses, associated with litigation and environmental matters that primarily related to the materials science business, the agriculture business or the specialty products business were generally allocated to or retained by Dow, Corteva or the Company, respectively, through retention, assumption or indemnification. Related to the foregoing, at June 30, 2020, DuPont has recorded (i) a liability of $37 million (although it is reasonably possible that the ultimate cost could range up to $98 million above the amount accrued) for retained or assumed environmental liabilities, (ii) a liability of $2 million for retained or assumed litigation liabilities, and (iii) an indemnification liability related to legal and environmental matters of $58 million. Liabilities associated with discontinued and/or divested operations and businesses of Historical Dow generally were allocated to or retained by Dow. The allocation of liabilities associated with the discontinued and/or divested operations and businesses of Historical EID is discussed below.

Discontinued and/or Divested Operations and Businesses ("DDOB") Liabilities of Historical EID
Under the Separation and Distribution Agreement and the Letter Agreement between Corteva and DuPont, DDOB liabilities of Historical EID primarily related to Historical EID’s agriculture business were allocated to or retained by Corteva and those primarily related to Historical EID’s specialty products business were allocated to or retained by the Company. Historical EID DDOB liabilities not primarily related to Historical EID’s agriculture business or specialty products business (“Stray Liabilities”), are allocated as follows:

Generally, indemnifiable losses as defined in the Separation and Distribution Agreement, (“Indemnifiable Losses”) for Stray Liabilities, to the extent they do not arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS, defined below, (“Non-PFAS Stray Liabilities”) that are known as of April 1, 2019 are borne by Corteva up to a specified amount set forth in the schedules to the Separation and Distribution Agreement and/or Letter Agreement. Non-PFAS Stray Liabilities in excess of such specified amounts and any Non-PFAS Stray Liabilities not listed in the schedules to the Separation and Distribution Agreement or Letter Agreement are borne by Corteva and/or DuPont up to separate, aggregate thresholds of $200 million each to the extent Corteva or DuPont, as applicable, incurs an Indemnifiable Loss. Once Corteva’s or DuPont’s $200 million threshold is met, the other would generally bear all Non-PFAS Stray Liabilities until meeting its $200 million threshold. After the respective $200 million thresholds are met, DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.
Generally, Corteva and the Company will each bear 50 percent of the first $300 million (up to $150 million each) for Indemnifiable Losses arising out of actions to the extent related to or resulting from the development, testing, manufacture or sale of per- or polyfluoroalkyl substances, which include collectively perfluorooctanoic acids and its salts (“PFOA”), perfluorooctanesulfonic acid (“PFOS”) and perfluorinated chemicals and compounds (“PFCs”) (all such substances, “PFAS” and such Stray Liabilities referred to as “PFAS Stray Liabilities”). Indemnifiable Losses to the extent related to PFAS Stray Liabilities in excess of $300 million generally will be borne 71 percent by the Company and 29 percent by Corteva, unless either Corteva or DuPont has met its $200 million threshold. In that event, the other company would bear all PFAS Stray Liabilities until that company meets its $200 million threshold, at which point DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.
Indemnifiable Losses incurred by the companies in relation to PFAS Stray Liabilities up to $300 million (e.g., up to $150 million each) will be applied to each company’s respective $200 million threshold.

Indemnifiable Losses, as defined in the Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of Stray Liabilities.

DuPont expects to continue to incur directly and as Indemnifiable Losses, costs and expenses related to litigation defense, such as attorneys’ fees and expenses and court costs, in connection with the Stray Liabilities described below. In accordance with its accounting policy for litigation matters, the Company will expense such litigation defense costs as incurred which could be significant to the Company’s financial condition and/or cash flows in the period.

Even when the Company believes the probability of loss or of an adverse unappealable final judgment is remote, the Company may consider settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company, including avoidance of future distraction and litigation defense cost, and its shareholders.
Stray Liabilities
Non-PFAS Stray Liabilities
While DuPont believes it is probable that it will incur a liability related to Non-PFAS Stray Liabilities, such liability is not reasonably estimable at June 30, 2020. Therefore, at June 30, 2020, DuPont has not recorded an accrual related to Non-PFAS Liabilities.

PFAS Stray Liabilities
Chemours Suit
On July 1, 2015, Historical EID completed the separation of Historical EID’s Performance Chemicals segment through the spin-off of all the issued and outstanding stock of The Chemours Company (“Chemours”) to holders of Historical EID common stock. In connection with the spin, Historical EID and Chemours entered into a Separation Agreement (as amended, the "Chemours Separation Agreement"). Pursuant to the Chemours Separation Agreement, Chemours is obligated to indemnify Historical EID, including its current or former affiliates, against certain litigation, environmental and other liabilities that arose prior to the Chemours Separation. 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 EID and Chemours amended the Chemours Separation Agreement to provide for a limited sharing of potential future PFOA liabilities for a five-year period that began on July 6, 2017. The amended agreement provides that during that five-year period, Chemours will annually pay the first $25 million of future PFOA liabilities and, if that amount is exceeded, Historical EID will pay any excess amount up to the next $25 million, with Chemours annually bearing any excess liabilities above that amount. If Historical EID were required to pay PFOA liabilities pursuant to the amended agreement, fifty percent of such obligation would be borne by the Company in accordance with the Letter Agreement. In connection with the foregoing, the Company has not recorded or paid a PFOA liability. At the end of the five-year period, this limited sharing agreement will expire, and Chemours’ indemnification obligations under the Chemours Separation Agreement will continue unchanged.

On May 13, 2019, Chemours filed suit in the Delaware Court of Chancery against Historical EID, Corteva and the Company in an attempt to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement. Chemours is asking the court to rewrite the Chemours Separation Agreement by either limiting Chemours’ liabilities or, alternatively, ordering the return to Chemours of all or a portion of a $3.91 billion dividend that Chemours paid to Historical EID, Chemours’ then-sole-shareholder, just prior to the spin of Chemours. DuPont and Corteva, acting jointly, filed a motion to dismiss the lawsuit for lack of subject matter jurisdiction and initiated an arbitration of the dispute as required under the Chemours Separation Agreement. In December 2019, following argument, the Delaware Court of Chancery stayed arbitration pending resolution of the motion to dismiss. On March 30, 2020, the Court of Chancery granted the motion to dismiss and rejected Chemours’ arguments in their entirety. Chemours filed a notice of appeal on April 17, 2020 with the Delaware Supreme Court. Meanwhile, the confidential arbitration process is proceeding.

Indemnifiable Losses related to the Chemours suit are PFAS Stray Liabilities subject to the sharing arrangement between DuPont and Corteva, described above. The Company believes the probability of a final unappealable judgment of liability with respect to the Chemours suit to be remote; the defendants continue to vigorously defend full indemnity rights as set forth in the Chemours Separation Agreement. 

PFAS Matters
Historical EID is a party to legal proceedings relating to the use of PFOA and PFCs by its former Performance Chemicals segment. Indemnifiable Losses related to PFAS liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement generally are PFAS Stray Liabilities subject to the sharing arrangement between DuPont and Corteva, described above.

Generally, Chemours, with reservations, including as to alleged fraudulent conveyance and voidable transactions, is defending and indemnifying Historical EID in the PFAS Matters discussed below. Although Chemours has refused the tender of the Company’s defense in the actions in which the Company has been named, DuPont believes it is remote that it will ultimately incur a liability in connection with these PFAS Matters.

Personal Injury and Other PFAS Actions
DuPont, which was formed after the spin-off of Chemours, is not named in the personal injury and other PFAS actions discussed below.

Personal Injury
In 2004, Historical EID settled a West Virginia state court class action, Leach v. DuPont, which alleged that PFOA from Historical EID’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents. Historical EID has residual liabilities under the Leach settlement related to providing PFOA water treatment to six area water districts and private well users and to fund, through an escrow account, up to $235 million for a medical monitoring program for eligible class members.

Members of the Leach class have standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach 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. In 2017, Chemours and Historical EID each paid $335 million to settle the multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water. The 2017 settlement did not resolve claims of Leach class members who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017. About 80 claims alleging personal injury, including kidney and testicular cancer claims, have been filed since the 2017 settlement. These claims are currently pending in the Ohio MDL. The first two cases, one captioned “Abbott v E. I. du Pont de Nemours and Company” and the other “Swartz v. E. I. du Pont de Nemours and Company”, involving a testicular cancer and a kidney cancer claim, respectively, proceeded to trial in January 2020. In the Abbott case, the jury returned a verdict in March 2020 against Historical EID, awarding $50 million in compensatory damages to the plaintiff and his wife, who claimed that exposure to PFOA in drinking water caused him to develop testicular cancer. Historical EID will appeal the verdict. The plaintiffs also sought but were not awarded punitive damages. In the Swartz matter, the jury could not reach a verdict. Therefore, the court declared a mistrial and the matter will be retried at a later date. The trials in the cases originally scheduled for June 2020 were postponed to August 2020 and have been further postponed to October 2020 due to the COVID-19 pandemic.

Natural Resource Damage Claims and Other Claims for Environmental Damages
In addition to the actions described above, there are about 100 cases alleging damages to natural resources, the environment and/or property as well as various other allegations. DuPont is named as a defendant in certain of these actions as discussed below.

Drinking Water
Since May 2017, a number of municipal water districts and state attorneys general have filed lawsuits against Historical EID, Chemours, 3M, and others, claiming contamination of public water systems by certain PFAS compounds. Such actions are currently pending in Ohio, Michigan, New Jersey, New Hampshire, New York, and Vermont. Generally, the states seek economic impact damages for alleged harm to natural resources, punitive damages, and present and future costs to cleanup contamination from certain PFAS compounds and to abate the alleged nuisance.

DuPont is a named party in the New Jersey suit related to its site in Parlin, New Jersey. In addition, the New Jersey Attorney General and New Jersey State Department of Environmental Protection filed two directives, one of which names DuPont. The directives seek information on the historical and current use of PFAS. DuPont is also a named party to the Vermont suit and the Michigan suit. The amended complaints in the New Jersey and Vermont cases and the complaint filed by Michigan include additional causes of action based on allegations that the transfer by Historical EID of certain PFAS liabilities to Chemours prior to spinning off Chemours resulted in a fraudulent conveyance or voidable transaction.

Several lawsuits have been filed by residents and local water districts against Historical EID and Chemours in New York, and West Virginia, including a putative class action, alleging exposure to PFOA from third-party defendant manufacturing operations and seeking compensatory, consequential and punitive damages, medical monitoring and attorneys’ fees, expenses and interest.

Other PFAS Actions
There are several actions pending in federal court against Historical EID and Chemours, relating to discharges of PFCs, including GenX, into the Cape Fear River. GenX is a polymerization processing aid and a replacement for PFOA introduced by Historical EID which Chemours continues to manufacture at its Fayetteville Works facility in Bladen County, North Carolina. One of these actions is a consolidated putative class action that asserts claims for damages and other relief on behalf of putative classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River. Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, that seek actual and punitive damages as well as injunctive relief. In addition, an action 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.

Aqueous Film Forming Foam
Beginning in April 2019, several dozen lawsuits involving water contamination arising from the use of PFAS-containing aqueous firefighting foams (“AFFF”) were filed against Historical EID, Chemours, 3M and other AFFF manufacturers and in different parts of the country. Most were consolidated in multi-district litigation docket in federal district court in South Carolina (the “SC MDL”). Many of those cases also name DuPont as a defendant. Those actions largely seek remediation of the alleged PFAS contamination in and around military bases and airports as well as medical monitoring of affected residents.

As of the end of June 2020, approximately 640 personal injury cases have been filed directly in the SC MDL and assert claims on behalf of individual firefighters and others who allege that exposure to PFAS in firefighting foam caused them to develop cancer, including kidney and testicular cancer. DuPont has been named as a defendant in most of these personal injury AFFF cases. DuPont is seeking the dismissal of DowDuPont and DuPont from these actions. Historical EID and the Company have never made or sold aqueous film forming foam, PFOS or PFOS containing products.

Additionally, a case filed by a former firefighter is pending in the Southern District of Ohio seeking certification of a nationwide class of individuals who have detectable levels of PFAS in their blood serum. The suit was filed against 3M and several other defendants in addition to Chemours and Historical EID. The complaint specifically seeks, among other things, the creation of a “PFAS Science Panel” to study the effects of PFAS, but expressly states that the class does not seek compensatory damages for personal injuries. In February 2020, the court denied the defendants' motion to transfer this case to the SC MDL.

Other Litigation Matters
In addition to the specific matters described above, the Company is party to other claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class actions and seek damages in very large amounts. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company.

Environmental Matters
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 June 30, 2020, the Company had accrued obligations of $79 million for probable environmental remediation and restoration costs, inclusive of $37 million retained and assumed following the Distributions and $42 million of indemnified liabilities. 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 $161 million above the amount accrued at June 30, 2020. 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. 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. At December 31, 2019, the Company had accrued obligations of $77 million for probable environmental remediation and restoration costs.

Pursuant to the Separation and Distribution Agreement, the Company is required to indemnify certain clean-up responsibilities and associated remediation costs. The accrued environmental obligations of $79 million as of June 30, 2020 includes amount for which the Company indemnifies Dow and Corteva. At June 30, 2020, the Company has indemnified Dow and Corteva $8 million and $34 million, respectively.

Guarantees
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 June 30, 2020 and December 31, 2019, the Company had directly guaranteed $176 million and $187 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.

In certain cases, the Company has recourse to assets held as collateral, as well as personal guarantees from customers. Assuming liquidation, these assets are estimated to cover less than 1 percent of the $17 million of guaranteed obligations of customers. The following table provides a summary of the final expiration year and maximum future payments for each type of guarantee:
Guarantees at June 30, 2020
Final Expiration Year
Maximum Future Payments
In millions
Obligations for customers 1:
 
 
Bank borrowings
2021
$
17

Obligations for non-consolidated affiliates 2:
 
 
Bank borrowings
2020
$
159

Total guarantees
 
$
176


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. At June 30, 2020 all maximum future payments had terms less than a year.
2. Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.
v3.20.2
LEASES (Notes)
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Leases of Lessee Disclosure [Text Block] OPERATING LEASES
The components of lease cost for operating leases were as follows:
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Operating lease costs
$
44

$
46

$
86

$
90



Operating cash flows from operating leases were $85 million and $92 million for the six months ended June 30, 2020 and 2019, respectively.

Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. New operating lease assets and liabilities entered into during the six months ended June 30, 2020 were $82 million and immaterial for the six months ended June 30, 2019. Supplemental balance sheet information related to leases was as follows:
In millions
June 30, 2020
December 31, 2019
Operating Leases
 

 
Operating lease right-of-use assets 1
$
576

$
556

Current operating lease liabilities 2
148

138

Noncurrent operating lease liabilities 3
431

416

Total operating lease liabilities
$
579

$
554

1.
Included in "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheet.
2.
Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheet.
3.
Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheet.
v3.20.2
STOCKHOLDERS' EQUITY
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
STOCKHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE LOSS STOCKHOLDERS' EQUITY
Share Repurchase Program
On June 1, 2019, the Company's Board of Directors approved a new $2 billion share buyback program, which expires on June 1, 2021. During the second quarter of 2020, the Company did not repurchase any shares. At June 30, 2020, the Company had repurchased and retired 16.9 million shares under this program at a total cost of $982 million.

Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the six months ended June 30, 2020 and 2019:
Accumulated Other Comprehensive Loss
Unrealized Gains (Losses) on Investments
Cumulative Translation Adj
Pension and OPEB
Derivative Instruments
Total
In millions
2019
 
 
 
 
 
Balance at January 1, 2019 
$
(51
)
$
(3,785
)
$
(8,476
)
$
(82
)
$
(12,394
)
Other comprehensive income (loss) before reclassifications
68

(117
)
49

(43
)
(43
)
Amounts reclassified from accumulated other comprehensive income (loss)
(1
)
(18
)
142

(15
)
108

Net other comprehensive income (loss)
$
67

$
(135
)
$
191

$
(58
)
$
65

Spin-offs of Dow and Corteva
$
(16
)
$
3,179

$
8,196

$
139

$
11,498

Balance at June 30, 2019
$

$
(741
)
$
(89
)
$
(1
)
$
(831
)
2020
 
 
 
 
 
Balance at January 1, 2020
$

$
(1,070
)
$
(345
)
$
(1
)
$
(1,416
)
Other comprehensive loss before reclassifications

(54
)
(4
)

(58
)
Amounts reclassified from accumulated other comprehensive income (loss)


9


9

Net other comprehensive (loss) income
$

$
(54
)
$
5

$

$
(49
)
Balance at June 30, 2020
$

$
(1,124
)
$
(340
)
$
(1
)
$
(1,465
)


The tax effects on the net activity related to each component of other comprehensive income (loss) for the three and six months ended June 30, 2020 and 2019 were as follows:
Tax Benefit (Expense)
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Unrealized gains (losses) on investments
$

$

$

$
(18
)
Cumulative translation adjustments



(1
)
Pension and other post employment benefit plans
3

(3
)
2

(35
)
Derivative instruments

(8
)

16

Tax expense from income taxes related to other comprehensive income items
$
3

$
(11
)
$
2

$
(38
)

A summary of the reclassifications out of AOCL for the three and six months ended June 30, 2020 and 2019 is provided as follows:
Reclassifications Out of Accumulated Other Comprehensive Loss
Three Months Ended
June 30,
Six Months Ended
June 30,
Income Classification
In millions
2020
2019
2020
2019
Unrealized gains on investments
$

$

$

$
(1
)
See (1) below
Tax expense (benefit)




See (2) below
After tax
$

$

$

$
(1
)
 
Cumulative translation adjustments
$

$

$

$
(18
)
See (3) below
Pension and other post employment benefit plans
$
5

$

$
8

$
167

See (4) below
Tax expense (benefit)


1

(25
)
See (2) below
After tax
$
5

$

$
9

$
142

 
Derivative Instruments
$

$
(7
)
$

$
(18
)
See (5) below
Tax expense

2


3

See (2) below
After tax
$

$
(5
)
$

$
(15
)
 
Total reclassifications for the period, after tax
$
5

$
(5
)
$
9

$
108

 
1. "Net sales" and "Sundry income (expense) - net."
2. "Provision for income taxes on continuing operations."
3. "Sundry income (expense) - net."
4. These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other post employment benefit plans. See Note 17 for additional information.
5. "Cost of sales," "Sundry income (expense) - net" and "Interest expense."
v3.20.2
NONCONTROLLING INTERESTS
6 Months Ended
Jun. 30, 2020
Noncontrolling Interest [Abstract]  
NONCONTROLLING INTERESTS NONCONTROLLING INTERESTS
Ownership interests in the Company's subsidiaries held by parties other than the Company are presented separately from the Company's equity in the interim Condensed Consolidated Balance Sheets as "Noncontrolling interests." The amount of consolidated net income attributable to the Company and the noncontrolling interests is both presented on the face of the interim Consolidated Statements of Operations.

The following table summarizes the activity for equity attributable to noncontrolling interests for the three and six months ended June 30, 2020 and 2019:
Noncontrolling Interests
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Balance at beginning of period
$
566

$
1,654

$
569

$
1,608

Net income attributable to noncontrolling interests
7

34

13

85

Distributions to noncontrolling interests
(4
)
(1
)
(10
)
(12
)
Cumulative translation adjustments
3

9

(5
)
16

Spin-off of Dow and Corteva

(1,124
)

(1,124
)
Other

(2
)
5

(3
)
Balance at end of period
$
572

$
570

$
572

$
570


v3.20.2
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
6 Months Ended
Jun. 30, 2020
Retirement Benefits [Abstract]  
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS
A summary of the Company's pension plans and other post employment benefits can be found in Note 20 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Historical Dow and Historical EID did not merge their defined benefit pension and other post employment benefit plans as a result of the Merger.

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:
Net Periodic Benefit (Credit) Cost for All Plans
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Defined Benefit Pension Plans:
 
 
 
 
Service cost 1
$
17

$
18

$
35

$
149

Interest cost 2
14

144

28

591

Expected return on plan assets 3
(26
)
(206
)
(54
)
(919
)
Amortization of prior service credit 4
(2
)
(1
)
(3
)
(7
)
Amortization of net loss 5
4

2

8

135

Curtailment/settlement 6
2

(2
)
2

(2
)
Net periodic benefit cost (credit) - total
$
9

$
(45
)
$
16

$
(53
)
Less: Net periodic benefit credit - discontinued operations

(41
)

(45
)
Net periodic benefit cost (credit) - continuing operations
$
9

$
(4
)
$
16

$
(8
)
Other Post Employment Benefits:
 
 
 
 
Service cost 1
$

$
1

$

$
5

Interest cost 2

15


52

Amortization of net gain 5



(6
)
Net periodic benefit cost - total
$

$
16

$

$
51

Less: Net periodic benefit cost - discontinued operations

16


50

Net periodic benefit cost - continuing operations
$

$

$

$
1

1. The service cost from continuing operations was $14 million and $30 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
2.
The interest cost from continuing operations was $20 million and $41 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
3. The expected return on plan assets from continuing operations was $36 million and $79 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
4. The amortization of prior service credit from continuing operations was $1 million for the three and six months ended June 30, 2019. The activity from OPEBs was immaterial.
5. The amortization of unrecognized net loss from continuing operations was $1 million and $3 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
6. The curtailment and settlement gains from continuing operations were $2 million for the three and six months ended June 30, 2019. The activity from OPEBs was immaterial.

The continuing operations portion of the net periodic benefit (credit) cost, other than the service cost component, is included in "Sundry income (expense) - net" in the interim Consolidated Statements of Operations.

DuPont expects to make additional contributions in the aggregate of approximately $45 million by year-end 2020.
v3.20.2
STOCK-BASED COMPENSATION
6 Months Ended
Jun. 30, 2020
Share-based Payment Arrangement [Abstract]  
Share-based Payment Arrangement [Text Block] STOCK-BASED COMPENSATION
A summary of the Historical Dow and Historical DuPont stock-based compensation plans can be found in Note 21 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Historical Dow and Historical EID did not merge their equity incentive plans as a result of the Merger. The Historical Dow and Historical EID stock-based compensation plans were assumed by the Company and remained in place with the ability to grant and issue DowDuPont common stock until the Distributions.

Immediately following the Corteva Distribution, DuPont adopted the DuPont Omnibus Incentive Plan ("DuPont OIP") which provides for equity-based and cash incentive awards to certain employees, directors, independent contractors and consultants in the form of stock options, restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs"). Upon adoption of the DuPont OIP, the Historical Dow and Historical EID plans were maintained and rolled into the DuPont OIP as separate subplans. The equity awards under these subplans have the same terms and conditions that were applicable to the awards under the Historical Dow and Historical EID plans immediately prior to the Distributions. Under the DuPont OIP, a maximum of 10 million shares of common stock are available for award as of June 30, 2020.

During the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 Plan"). The 2020 Plan limits the number of shares that may be subject to awards payable in shares of DuPont common stock to 19 million. The 2020 Plan authorizes the Company to grant options, share appreciation rights, restricted shares, RSUs, share bonuses, other share-based awards, cash awards, each as defined in the 2020 Plan, or any combination of the foregoing. The approval of the 2020 Plan had no effect on the Company’s ability to make future grants under the DuPont OIP in accordance with its terms, and awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms. There has been no activity under the 2020 Plan to date.
 
DuPont recognized share-based compensation expense in continuing operations of $28 million and $34 million for the three months ended June 30, 2020 and 2019, respectively, and $69 million and $55 million during the six months ended June 30, 2020 and 2019, respectively. The income tax benefits related to stock-based compensation arrangements were $5 million and $7 million for the three months ended June 30, 2020 and 2019, respectively, and $14 million and $12 million for the six months ended June 30, 2020 and 2019, respectively.

In the first quarter of 2020, the Company granted 1.0 million RSUs, 0.8 million stock options and 0.3 million PSUs. The weighted-average fair values per share associated with the grants were $53.49 per RSU, $8.84 per stock option and $50.23 per PSU. The stock options had a weighted-average exercise price per share of $53.50. There was minimal activity in the second quarter of 2020.
v3.20.2
FINANCIAL INSTRUMENTS
6 Months Ended
Jun. 30, 2020
Investments, All Other Investments [Abstract]  
FINANCIAL INSTRUMENTS FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at June 30, 2020 and December 31, 2019:
Fair Value of Financial Instruments
June 30, 2020
December 31, 2019
In millions
Cost
Gain
Loss
Fair Value
Cost
Gain
Loss
Fair Value
Cash equivalents 
$
2,523

$

$

$
2,523

$
417

$

$

$
417

Restricted cash equivalents 1
$
32

$

$

$
32

$
37

$

$

$
37

Total cash and restricted cash equivalents
$
2,555

$

$

$
2,555

$
454

$

$

$
454

Long-term debt including debt due within one year
$
(17,611
)
$
3

$
(2,285
)
$
(19,893
)
$
(15,618
)
$

$
(1,633
)
$
(17,251
)
Derivatives relating to:
 
 
 
 
 
 
 
 
Foreign currency 2

3

(23
)
(20
)

6

(7
)
(1
)
Total derivatives
$

$
3

$
(23
)
$
(20
)
$

$
6

$
(7
)
$
(1
)
1.
Classified as "Other current assets" in the interim Condensed Consolidated Balance Sheets.
2.
Presented net of cash collateral where master netting arrangements allow.

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. As of the second quarter of 2020, the Company has not designated any derivatives or non-derivatives as hedging instruments.

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
June 30, 2020
Dec 31, 2019
In millions
Derivatives not designated as hedging instruments:
 
 
Foreign currency contracts 1
$
(40
)
$
26

Commodity contracts
$
8

$
11


1.
Presented net of contracts bought and sold.

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 may use 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 soybeans, soybean oil and soybean meal.

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:
 
June 30, 2020
In millions
Balance Sheet Classification
Gross
Counterparty and Cash Collateral Netting 1
Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Other current assets
$
7

$
(4
)
$
3

Total asset derivatives
 
$
7

$
(4
)
$
3

 
 
 
 
 
Liability derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Accrued and other current liabilities
$
27

$
(4
)
$
23

Total liability derivatives
 
$
27

$
(4
)
$
23



 
December 31, 2019
In millions
Balance Sheet Classification
Gross
Counterparty and Cash Collateral Netting 1
Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Other current assets
$
16

$
(10
)
$
6

Total asset derivatives
 
$
16

$
(10
)
$
6

 
 
 
 
 
Liability derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Accrued and other current liabilities
$
17

$
(10
)
$
7

Total liability derivatives
 
$
17

$
(10
)
$
7

1.
Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.

Effect of Derivative Instruments
Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities. The amount charged on a pre-tax basis related to foreign currency derivatives not designated as a hedge, which was included in “Sundry income (expense) - net” in the interim Consolidated Statements of Operations, was insignificant for the three months ended June 30, 2020 ($13 million loss for the three months ended June 30, 2019) and a gain of $4 million for the six months ended June 30, 2020 ($60 million loss for the six months ended June 30, 2019). The income statement effects of other derivatives were immaterial.

Reclassification from AOCL
The Company does not expect to reclassify gains or losses related to foreign currency contracts from AOCL to income within the next 12 months and there are currently no such amounts included within AOCL.
v3.20.2
FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
Basis of Fair Value Measurements on a Recurring Basis at June 30, 2020
Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
 
Cash equivalents and restricted cash equivalents 1
$
2,555

Derivatives relating to: 2
 
Foreign currency contracts
7

Total assets at fair value
$
2,562

Liabilities at fair value:
 
Long-term debt including debt due within one year 3
$
19,893

Derivatives relating to: 2
 
Foreign currency contracts
27

Total liabilities at fair value
$
19,920

1.
Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2.
See Note 19 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
3.
Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

Basis of Fair Value Measurements on a Recurring Basis at December 31, 2019
Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
 
Cash equivalents and restricted cash equivalents 1
$
454

Derivatives relating to: 2
 
Foreign currency contracts
16

Total assets at fair value
$
470

Liabilities at fair value:
 
Long-term debt including debt due within one year 3
$
17,251

Derivatives relating to: 2
 
Foreign currency contracts
17

Total liabilities at fair value
$
17,268

1. Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2. See Note 19 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
3. Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

Fair Value Measurements on a Nonrecurring Basis
During the second quarter of 2020, the Company recorded impairment charges related to goodwill and indefinite-lived assets within the Transportation & Industrial segment. See Notes 11 and 5 for further discussion of these fair value measurements.

During the first quarter of 2020, the Company recorded impairment charges related to goodwill and long-lived assets within the Non-Core segment. See Notes 11 and 5 for further discussion of these fair value measurements.

During the second quarter of 2019, the Company recorded goodwill impairment charges related to the Nutrition & Biosciences and Non-Core segments. The Company also recorded an other-than-temporary impairment, classified as Level 3 measurements, on an equity method investment. See Note 11 and 5 for further discussion of these fair value measurements.
v3.20.2
SEGMENTS AND GEOGRAPHIC REGIONS
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
SEGMENTS AND GEOGRAPHIC REGIONS SEGMENTS AND GEOGRAPHIC REGIONS
In the first quarter of 2020, in preparation for the Intended N&B Transaction, DuPont changed its management and reporting structure to realign costs associated with its polysaccharides pre-commercial activities from the Non-Core segment to the N&B segment. The reporting changes have been retrospectively reflected in the segment results for all periods presented.

Prior to April 1, 2019, the Company's measure of profit / loss for segment reporting purposes is pro forma Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assessed performance and allocates resources. The Company defines pro forma Operating EBITDA as pro forma earnings (i.e. pro forma "Income (loss) from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post employment benefits (“OPEB”) / charges, and foreign exchange gains/losses, excluding the impact of costs historically allocated to the materials science and agriculture businesses that did not meet the criteria to be recorded as discontinued operations and adjusted for significant items. Effective April 1, 2019, the Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, adjusted for significant items. Reconciliations of these measures are provided on the following pages.

Pro forma adjustments were determined in accordance with Article 11 of Regulation S-X. Pro forma financial information is based on the Consolidated Financial Statements of DuPont, adjusted to give effect to the impact of certain items directly attributable to the Distributions, and the Term Loan Facilities, the 2018 Senior Notes and the Funding CP Issuance (together, the "Financings"), including the use of proceeds from such Financings (collectively the "Transactions"). The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the Transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results. Events that are not expected to have a continuing impact on the combined results are excluded from the pro forma adjustments. Those pro forma adjustments include the impact of various supply agreements entered into in connection with the Dow Distribution ("supply agreements") and are adjustments to "Cost of sales." Pro forma Operating EBITDA for the six months ended June 30, 2019 has been adjusted to reflect the supply agreements if they had been effective January 1, 2018 as they are included in the measure of
profit/loss reviewed by the CODM in order to show meaningful comparability among periods while assessing performance and making resource allocation decisions. There were no pro forma adjustments for the three or six months ended June 30, 2020 and the three months ended June 30, 2019.

Segment Information
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Const.
Non-Core
Corp.
Total
In millions
Three months ended June 30, 2020
 
 
 
 
 
 
 
Net sales
$
905

$
1,539

$
832

$
1,244

$
308

$

$
4,828

Operating EBITDA 1
$
277

$
418

$
49

$
349

$
93

$
(51
)
$
1,135

Equity in earnings of nonconsolidated affiliates
$
10

$
1

$
1

$
5

$
86

$

$
103

Three months ended June 30, 2019
 
 
 
 
 
 
 
Net sales
$
858

$
1,558

$
1,269

$
1,341

$
442

$

$
5,468

Operating EBITDA 1
$
246

$
386

$
357

$
382

$
104

$
(53
)
$
1,422

Equity in earnings of nonconsolidated affiliates 2
$
5

$

$
2

$
7

$
36

$

$
50

Six months ended June 30, 2020
 
 
 
 
 
 
 
Net sales
$
1,789

$
3,090

$
1,976

$
2,520

$
674

$

$
10,049

Operating EBITDA 1
$
530

$
803

$
357

$
717

$
135

$
(86
)
$
2,456

Equity in earnings of nonconsolidated affiliates
$
19

$
1

$
2

$
12

$
108

$

$
142

Six months ended June 30, 2019
 
 
 
 
 
 
 
Net sales
$
1,683

$
3,093

$
2,586

$
2,624

$
896

$

$
10,882

Pro forma operating EBITDA 1
$
534

$
735

$
730

$
756

$
202

$
(105
)
$
2,852

Equity in earnings of nonconsolidated affiliates 2
$
8

$

$
2

$
15

$
66

$

$
91


1.
A reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA and pro forma Operating EBITDA, as applicable, is provided below.
2.
Represents equity in earnings (losses) of nonconsolidated affiliates included in pro forma Operating EBITDA, the Company's measure of profit/loss for segment reporting purposes, which excludes significant items. Accordingly, the Non-Core segment presented above excludes a restructuring charge of $1 million and $2 million for the three and six months ended June 30, 2019, respectively, which is presented in "Equity in earnings of nonconsolidated affiliates" in the Company's interim Consolidated Statements of Operations.

Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended June 30, 2020 and 2019
Three Months Ended June 30,
In millions
2020
2019
Loss from continuing operations, net of tax
$
(2,471
)
$
(1,103
)
+ (Benefit from) provision for income taxes on continuing operations
(36
)
155

Loss from continuing operations before income taxes
$
(2,507
)
$
(948
)
+ Depreciation and amortization
774

507

- Interest income 1
2

9

+ Interest expense 2
181

165

- Non-operating pension/OPEB benefit 1
8

18

- Foreign exchange losses, net 1
(23
)
(17
)
- Significant items 3
(2,674
)
(1,708
)
Operating EBITDA
$
1,135

$
1,422

1. Included in "Sundry income (expense) - net."
2. The three months ended June 30, 2020 excludes N&B financing fee amortization. Refer to details of significant items below.
3. The significant items for the three months ended June 30, 2020 and 2019 are presented on an as reported basis.
Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Six Months Ended June 30, 2020 and 2019
Six Months Ended June 30,
In millions
2020
2019
Loss from continuing operations, net of tax
$
(3,081
)
$
(1,177
)
+ Provision for (benefit from) income taxes on continuing operations
8

64

Loss from continuing operations before income taxes
$
(3,073
)
$
(1,113
)
+ Pro forma adjustments 1

122

+ Depreciation and amortization
1,546

1,034

- Interest income 2
4

49

+ Interest expense 3
354

345

- Non-operating pension/OPEB benefit 2
19

39

- Foreign exchange losses, net 2
(31
)
(78
)
+ Costs historically allocated to the materials science and agriculture businesses 4

256

- Significant items 5
(3,621
)
(2,218
)
Operating EBITDA 1
$
2,456

$
2,852


1. For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis. The pro forma adjustment reflects the net pro forma impact of items directly attributable to the Transactions, as applicable.
2.
Included in "Sundry income (expense) - net."
3. The six months ended June 30, 2020 excludes N&B financing fee amortization. Refer to details of significant items below.
4. Costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with ASC 205.
5. The significant items for the six months ended June 30, 2020 are presented on an as reported basis. The significant items for the six months ended June 30, 2019 are presented on a pro forma basis.

The significant items for the three months ended June 30, 2020 and 2019 and the six months ended June 30, 2020, are presented on an as reported basis. The significant items for the six months ended June 30, 2019 are presented on a pro forma basis. The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA and pro forma Operating EBITDA above:
Significant Items by Segment for the Three Months Ended June 30, 2020
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(145
)
$
(145
)
Restructuring and asset related credits (charges) - net 2
3

2

10

12


(25
)
2

Goodwill impairment charges 3


(2,498
)



(2,498
)
Asset impairment charges 3


(21
)



(21
)
N&B financing fee amortization 4





(12
)
(12
)
Total
$
3

$
2

$
(2,509
)
$
12

$

$
(182
)
$
(2,674
)

1. Integration and separation costs related to the post-Merger integration and the intended separation of the N&B Business.
2. Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. Reflected in "Interest expense" and relates to the intended separation of the N&B Business.

Significant Items by Segment for the Three Months Ended June 30, 2019
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(347
)
$
(347
)
Restructuring and asset related charges - net 2
(7
)
(22
)
(12
)
(20
)
(1
)
(13
)
(75
)
Goodwill impairment charges 3

(933
)


(242
)

(1,175
)
Asset impairment charges 4

(63
)




(63
)
Income tax relates items 5



(48
)


(48
)
Total
$
(7
)
$
(1,018
)
$
(12
)
$
(68
)
$
(243
)
$
(360
)
$
(1,708
)

1.
Integration and separation costs related to the Merger, post-Merger integration and business separation activities.
2.
Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. See Note 5 for additional information.
5. Charge included in "Sundry income (expense) - net" which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement.

Significant Items by Segment for the Six Months Ended June 30, 2020
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(342
)
$
(342
)
Restructuring and asset related charges - net 2
(1
)
(4
)
(15
)
(13
)

(99
)
(132
)
Goodwill impairment charges 3


(2,498
)

(533
)

(3,031
)
Asset impairment charges 3, 4


(21
)

(270
)

(291
)
Gain on divestiture 5
197






197

N&B financing fee amortization 6





(22
)
(22
)
Total
$
196

$
(4
)
$
(2,534
)
$
(13
)
$
(803
)
$
(463
)
$
(3,621
)

1. Integration and separation costs related to the post-Merger integration and the intended separation of the N&B Business.
2. Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. See Note 5 for additional information.
5. Reflected in "Sundry income (expense) - net." Refer to Note 3 for additional information.
6. Reflected in "Interest expense" and relates to the intended separation of the N&B Business.

Significant Items by Segment for the Six Months Ended June 30, 2019
(Pro Forma)
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(785
)
$
(785
)
Restructuring and asset related charges - net 2
(7
)
(49
)
(12
)
(22
)

(57
)
(147
)
Goodwill impairment charges 3

(933
)


(242
)

(1,175
)
Asset impairment charges 4

(63
)




(63
)
Income tax relates item 5



(48
)


(48
)
Total
$
(7
)
$
(1,045
)
$
(12
)
$
(70
)
$
(242
)
$
(842
)
$
(2,218
)
1.
Integration and separation costs related to the Merger, post-Merger integration and business separation activities.
2.
Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. See Note 5 for additional information.
5. Charge included in "Sundry income (expense) - net" which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement.
v3.20.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation
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 ("U.S. 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, the interim statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the 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, 2019, collectively referred to as the “2019 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.
Basis of Presentation and Significant Accounting Policies [Text Block]
Impact of the Novel Coronavirus (“COVID-19”) Pandemic
The COVID-19 pandemic has resulted in significant economic disruption and continues to adversely impact the broader global economy. The extent of the impact on the Company's operational and financial performance will depend on future developments, including, but not limited to, the duration and spread of the outbreak and its impact on the Company's customers and suppliers. As of the date of issuance of these interim Consolidated Financial Statements, the full extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations remains uncertain.
 
Basis of Presentation
Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("Merger Agreement"), The Dow Chemical Company ("Historical Dow") and E. I. du Pont de Nemours and Company ("Historical EID") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, Historical Dow and Historical EID became subsidiaries of DowDuPont (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. Historical Dow was determined to be the accounting acquirer in the Merger.

Except as otherwise indicated by the context, the term "Historical Dow" includes Historical Dow and its consolidated subsidiaries, "Historical EID" includes Historical EID and its consolidated subsidiaries, and "Dow Silicones" means Dow Silicones Corporation, a wholly owned subsidiary of Historical Dow.
Discontinued Operations, Policy [Policy Text Block]
Effective as of 5:00 p.m. on April 1, 2019, the Company completed the 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 (the “Dow Common Stock”), to holders of the Company’s common stock (the “DowDuPont common stock”), as of the close of business on March 21, 2019 (the “Dow Distribution”).

Effective as of 12:01 a.m. on June 1, 2019, the Company completed the separation of its agriculture business into a separate and independent public company by way of a distribution of Corteva, Inc. (“Corteva”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Corteva’s common stock (the “Corteva Common Stock”), to holders of the Company’s common stock as of the close of business on May 24, 2019 (the “Corteva Distribution” and, together with the Dow Distribution, the “Distributions”).

Following the Corteva Distribution, DuPont holds the specialty products business. On June 1, 2019, DowDuPont changed its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." doing business as "DuPont." Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol "DD."
 
The results of operations of DuPont for the 2019 interim periods presented reflect the historical financial results of Dow and Corteva as discontinued operations, as applicable. The cash flows and comprehensive income related to Dow and Corteva have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income, respectively, for the applicable period. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of Dow or Corteva.




On December 15, 2019, the Company entered into definitive agreements to separate and combine the Nutrition & Biosciences business segment (the "N&B Business") with International Flavors & Fragrances Inc. ("IFF") in a tax-efficient Reverse Morris Trust transaction, (the "Intended N&B Transaction"). The transaction is expected to close in the first quarter of 2021, subject to approval by IFF shareholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel. The financial results of the N&B Business are included in continuing operations for the periods presented.
v3.20.2
RECENT ACCOUNTING GUIDANCE (Policies)
6 Months Ended
Jun. 30, 2020
Recent Accounting Guidance [Abstract]  
New Accounting Pronouncements, Policy [Policy Text Block]
Recently Adopted Accounting Guidance
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and associated ASUs related to Topic 326. The new guidance introduces the current expected credit loss (“CECL”) model, which requires organizations to record an allowance for credit losses for certain financial instruments and financial assets, including trade receivables, based on expected losses rather than incurred losses. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

The Company adopted the new standard in the first quarter of 2020, which required a modified retrospective transition approach, applying the new standard's cumulative-effect adjustment at the date of initial adoption. This cumulative-effect has been reflected as of January 1, 2020 and prior periods have not been restated. The impact of initial adoption was not material to the Company’s interim Condensed Consolidated Balance Sheet, interim Consolidated Statements of Operations, and interim Consolidated Statement of Cash Flows.
v3.20.2
DIVESTITURES (Tables)
6 Months Ended
Jun. 30, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Integration and Separation Costs [Table Text Block]
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Integration and separation costs
$
145

$
347

$
342

$
958


Materials Science Division [Member]  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Disposal Groups, Including Discontinued Operations [Table Text Block]
The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the Materials Science Division:
 
Six Months Ended
June 30, 2019
In millions
Depreciation and amortization
$
744

Capital expenditures
$
597


The results of operations of the Materials Science Division are presented as discontinued operations as summarized below:
 
Six Months Ended
June 30, 2019
In millions
Net sales
$
10,867

Cost of sales
8,917

Research and development expenses
163

Selling, general and administrative expenses
329

Amortization of intangibles
116

Restructuring and asset related charges - net
157

Integration and separation costs
44

Equity in earnings of nonconsolidated affiliates
(13
)
Sundry income (expense) - net
99

Interest expense
240

Income from discontinued operations before income taxes
987

Provision for income taxes on discontinued operations
261

Income from discontinued operations, net of tax
726

Income from discontinued operations attributable to noncontrolling interests, net of tax
37

Income from discontinued operations attributable to DuPont stockholders, net of tax
$
689



Agriculture Division [Member]  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Disposal Groups, Including Discontinued Operations [Table Text Block]
The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the Agriculture Division:
 
Three Months Ended
June 30, 2019
Six Months Ended
June 30, 2019
In millions
Depreciation and amortization
$
136

$
385

Capital expenditures
$
161

$
383


The results of operations of the Agriculture Division are presented as discontinued operations as summarized below:
 
Three Months Ended
June 30, 2019
Six Months Ended
June 30, 2019
In millions
Net sales
$
3,776

$
7,144

Cost of sales
2,026

4,218

Research and development expenses
183

470

Selling, general and administrative expenses
677

1,294

Amortization of intangibles
74

176

Restructuring and asset related charges - net
58

117

Integration and separation costs
272

430

Equity in earnings of nonconsolidated affiliates
(3
)
(4
)
Sundry income (expense) - net 
(7
)
58

Interest expense
28

91

Income from discontinued operations before income taxes
448

402

Provision for income taxes on discontinued operations 
48

82

Income from discontinued operations, net of tax
400

320

Income from discontinued operations attributable to noncontrolling interests, net of tax
25

35

Income from discontinued operations attributable to DuPont stockholders, net of tax
$
375

$
285


v3.20.2
REVENUE (Tables)
6 Months Ended
Jun. 30, 2020
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue [Table Text Block]
Net Trade Revenue by Segment and Business or Major Product Line
Three Months Ended
June 30,
Six Months Ended
June 30,
In millions
2020
2019
2020
2019
Image Solutions
$
155

$
169

$
319

$
340

Interconnect Solutions
274

282

540

520

Semiconductor Technologies
476

407

930

823

Electronics & Imaging
$
905

$
858

$
1,789

$
1,683

Food & Beverage
$
739

$
746

$
1,477

$
1,501

Health & Biosciences
579

604

1,184

1,174

Pharma Solutions
221

208

429

418

Nutrition & Biosciences
$
1,539

$
1,558

$
3,090

$
3,093

Healthcare & Specialty
$
291

$
388

$
650

$
772

Industrial & Consumer
181

293

447

601

Mobility Solutions
360

588

879

1,213

Transportation & Industrial
$
832

$
1,269

$
1,976

$
2,586

Safety Solutions
$
581

$
657

$
1,212

$
1,322

Shelter Solutions
316

398

664

755

Water Solutions
347

286

644

547

Safety & Construction
$
1,244

$
1,341

$
2,520

$
2,624

Biomaterials
$
27

$
53

$
61

$
112

Clean Technologies
67

76

127

141

DuPont Teijin Films
34

42

77

79

Photovoltaic & Advanced Materials
180

230

409

484

Sustainable Solutions 1

41


80

Non-Core
$
308

$
442

$
674

$
896

Total
$
4,828

$
5,468

$
10,049

$
10,882

1. The Sustainable Solutions business was divested in the third quarter of 2019.
Net Trade Revenue by Geographic Region
Three Months Ended
June 30,
Six Months Ended
June 30,
In millions
2020
2019
2020
2019
U.S. & Canada
$
1,513

$
1,826

$
3,255

$
3,602

EMEA 1
1,065

1,291

2,336

2,671

Asia Pacific
2,012

2,034

3,925

3,979

Latin America
238

317

533

630

Total
$
4,828

$
5,468

$
10,049

$
10,882


1.
Europe, Middle East and Africa.
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
Contract Balances
June 30, 2020
December 31, 2019
In millions
Accounts and notes receivable - trade 1
$
2,921

$
3,007

Contract assets - current 2
$
42

$
35

Deferred revenue - current 3
$
44

$
20

Deferred revenue - noncurrent 4
$
49

$
24

1.
Included in "Accounts and notes receivable - net" in the interim Condensed Consolidated Balance Sheets.
2.
Included in "Other current assets" in the interim Condensed Consolidated Balance Sheets.
3.
Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
4.
Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets.
v3.20.2
RESTRUCTURING AND ASSET RELATED CHARGES - NET (Tables)
6 Months Ended
Jun. 30, 2020
2020 Restructuring Program [Member]  
Restructuring Cost and Reserve [Line Items]  
Restructuring Charges
 
Three Months Ended June 30, 2020
Six Months Ended June 30, 2020
In millions
Severance and related benefit costs
$
6

$
102

Asset related charges
9

24

Total restructuring and asset related charges - net
$
15

$
126



2020 Restructuring Program Charges (Credits) by Segment
Three Months Ended June 30, 2020
Six Months Ended June 30, 2020
In millions
Electronics & Imaging
$

$
4

Nutrition & Biosciences
1

7

Transportation & Industrial
(3
)
21

Safety & Construction
2

22

Non-Core


Corporate 
15

72

Total
$
15

$
126


Schedule of Restructuring Reserve by Type of Cost [Table Text Block]
The following table summarizes the activities related to the 2020 Restructuring Program:
2020 Restructuring Program
Severance and Related Benefit Costs
Asset Related Charges
Total
In millions
Year-to-date restructuring charges
$
102

$
24

$
126

Charges against the reserve

(24
)
(24
)
Cash payments
(21
)

(21
)
Reserve balance at June 30, 2020
$
81

$

$
81


2019 Restructuring Program [Domain]  
Restructuring Cost and Reserve [Line Items]  
Restructuring Charges
The following table summarizes the charges incurred related to the 2019 Restructuring Program for the three and six months ended June 30, 2020 and 2019:
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Severance and related benefit (credits) costs
$
(16
)
$
50

$
2

$
50

Asset related charges

3


3

Total restructuring and asset related (credits) charges - net
$
(16
)
$
53

$
2

$
53


2019 Restructuring Program (Credits) Charges by Segment
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Electronics & Imaging
$
(3
)
$
7

$
(3
)
$
7

Nutrition & Biosciences
(3
)
14

(3
)
14

Transportation & Industrial
(8
)
12

(7
)
12

Safety & Construction
(14
)
17

(14
)
17

Non-Core




Corporate 
12

3

29

3

Total
$
(16
)
$
53

$
2

$
53



Schedule of Restructuring Reserve by Type of Cost [Table Text Block]
The following table summarizes the activities related to the 2019 Restructuring Program:
2019 Restructuring Program
Severance and Related Benefit Costs
In millions
Reserve balance at December 31, 2019
$
86

Year-to-date restructuring charges
2

Non-cash compensation
(6
)
Cash payments
(40
)
Reserve balance at June 30, 2020
$
42


DowDuPont Cost Synergy Program [Member]  
Restructuring Cost and Reserve [Line Items]  
Restructuring Charges
DowDuPont Cost Synergy Program Charges (Credits) by Segment
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Electronics & Imaging
$

$

$

$

Nutrition & Biosciences

8


35

Transportation & Industrial
1


1


Safety & Construction

3

5

5

Non-Core

1



Corporate 
(2
)
10

(2
)
54

Total
$
(1
)
$
22

$
4

$
94


The following tables summarize the charges incurred related to the DowDuPont Cost Synergy Program:
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Severance and related benefit (credits) costs
$
(2
)
$
6

$
(2
)
$
49

Contract termination and other charges
1


6

16

Asset related charges

16


29

Total restructuring and asset related (credits) charges - net 1
$
(1
)
$
22

$
4

$
94


1. The charge for the three and six months ended June 30, 2019 includes $21 million and $92 million which was recognized in "Restructuring and asset related charges - net" and $1 million and $2 million which was recognized in "Equity in earnings of nonconsolidated affiliates" in the interim Consolidated Statements of Operations.

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]
The following table summarizes the activities related to the DowDuPont Cost Synergy Program:
DowDuPont Cost Synergy Program
Severance and Related Benefit Costs
Contract Termination Charges
Total
In millions
Reserve balance at December 31, 2019
$
74

$
2

$
76

Year-to-date restructuring (credits) charges
(2
)
6

4

Charges against the reserve

(1
)
(1
)
Cash payments
(36
)
(2
)
(38
)
Reserve balance at June 30, 2020
$
36

$
5

$
41


v3.20.2
SUPPLEMENTARY INFORMATION (Tables)
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of sundry income (expense), net
Sundry Income (Expense) - Net
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Non-operating pension and other post employment benefit (OPEB) credits
$
8

$
18

$
19

$
39

Interest income
2

9

4

49

Net (loss) gain on divestiture and sales of other assets and investments 1,2
(4
)
10

193

63

Foreign exchange losses, net 
(23
)
(17
)
(31
)
(78
)
Miscellaneous income (expenses) - net 3
3

(39
)
12

(8
)
Sundry income (expense) - net
$
(14
)
$
(19
)
$
197

$
65

1. The six months ended June 30, 2020 includes income of $197 million related to the gain on sale of the Compound Semiconductor Solutions business unit within the Electronics & Imaging segment.
2. The six months ended June 30, 2019 includes income of $51 million related to a sale of assets within the Electronics & Imaging segment.
3. Miscellaneous income (expenses) - net for the three and six months ended June 30, 2019 includes a $48 million charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year settlement. The six months ended June 30, 2019 also includes $26 million related to licensing income within the Safety & Construction segment.

v3.20.2
EARNINGS PER SHARE CALCULATIONS (Tables)
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share
The following tables provide earnings per share calculations for the three and six months ended June 30, 2020 and 2019:
Net Income for Earnings Per Share Calculations - Basic & Diluted
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Loss from continuing operations, net of tax
$
(2,471
)
$
(1,103
)
$
(3,081
)
$
(1,177
)
Net income from continuing operations attributable to noncontrolling interests
7

9

13

13

Net income from continuing operations attributable to participating securities 1



1

Loss from continuing operations attributable to common stockholders
$
(2,478
)
$
(1,112
)
$
(3,094
)
$
(1,191
)
Income from discontinued operations, net of tax

566


1,212

Net income from discontinued operations attributable to noncontrolling interests

25


72

Income from discontinued operations attributable to common stockholders

541


1,140

Net loss attributable to common stockholders
$
(2,478
)
$
(571
)
$
(3,094
)
$
(51
)
Earnings Per Share Calculations - Basic
Three Months Ended June 30,
Six Months Ended June 30,
Dollars per share
2020
2019
2020
2019
Loss from continuing operations attributable to common stockholders
$
(3.37
)
$
(1.48
)
$
(4.20
)
$
(1.59
)
Income from discontinued operations, net of tax

0.72


1.52

Net loss attributable to common stockholders
$
(3.37
)
$
(0.76
)
$
(4.20
)
$
(0.07
)
Earnings Per Share Calculations - Diluted
Three Months Ended June 30,
Six Months Ended June 30,
Dollars per share
2020
2019
2020
2019
Loss from continuing operations attributable to common stockholders
$
(3.37
)
$
(1.48
)
$
(4.20
)
$
(1.59
)
Income from discontinued operations, net of tax

0.72


1.52

Net loss attributable to common stockholders
$
(3.37
)
$
(0.76
)
$
(4.20
)
$
(0.07
)
Share Count Information 
Three Months Ended June 30,
Six Months Ended June 30,
Shares in millions
2020
2019
2020
2019
Weighted-average common shares - basic
734.3

749.0

736.5

749.6

Plus dilutive effect of equity compensation plans




Weighted-average common shares - diluted
734.3

749.0

736.5

749.6

Stock options and restricted stock units excluded from EPS calculations 2
6.3

2.5

6.6

2.4

1.
Historical Dow restricted stock units are considered participating securities due to Historical Dow's practice of paying dividend equivalents on unvested shares.
2. These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
v3.20.2
INVENTORIES Inventories (Tables)
6 Months Ended
Jun. 30, 2020
Inventory [Abstract]  
Schedule of Inventory, Current [Table Text Block]
Inventories
June 30, 2020
December 31, 2019
In millions
Finished goods
$
2,671

$
2,621

Work in process
821

855

Raw materials
582

599

Supplies
233

244

Total inventories
$
4,307

$
4,319


v3.20.2
NONCONSOLIDATED AFFILIATES (Tables)
6 Months Ended
Jun. 30, 2020
Equity Method Investments and Joint Ventures [Abstract]  
Nonconsolidated Affiliates - Investments [Table Text Block]
The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates"), by classification in the interim Condensed Consolidated Balance Sheets, are shown in the following table:
Investments in Nonconsolidated Affiliates
June 30, 2020
December 31, 2019
In millions
Investments in nonconsolidated affiliates
$
1,212

$
1,204

Accrued and other current liabilities
(78
)
(85
)
Other noncurrent obligations
(270
)
(358
)
Net investment in nonconsolidated affiliates
$
864

$
761


Equity Method Investments [Table Text Block] The following table reflects the Company's principal nonconsolidated affiliates and its ownership interest (direct and indirect) for each at June 30, 2020:
 
Country
Ownership Interest
 
June 30, 2020
The HSC Group:
 
 
DC HSC Holdings LLC 1
United States
50.0
%
Hemlock Semiconductor L.L.C.
United States
50.1
%
1.
DC HSC Holdings LLC holds an 80.5 percent indirect ownership interest in Hemlock Semiconductor Operations LLC.

The following is summarized financial information for the Company's principal nonconsolidated equity method investments. The amounts shown below represent 100 percent of these equity method investments' results of operations:
Results of Operations
Six Months Ended June 30,
In millions
2020
2019
Revenues 1
$
345

$
367

Cost of sales 1
$
234

$
229

Income from continuing operations 2
$
203

$
135

Net income attributed to entities
$
198

$
119


1.
Includes revenues and cost of sales of $42 million and $55 million for the six months ended June 30, 2020 and 2019, respectively, that have not been eliminated between Hemlock Semiconductor L.L.C and DC HSC Holdings in the presentation of the summarized income statement information above.
2.
Includes benefits associated with customer contract settlements of approximately $165 million, partially offset by inventory valuation adjustments, for the six months ended June 30, 2020. The portion attributable to the Company was a net $64 million benefit.
The following table reflects the carrying value of the HSC Group investments at June 30, 2020 and December 31, 2019:
Investment in the HSC Group
 
Investment
In millions
Balance Sheet Classification
June 30, 2020
Dec 31, 2019
Hemlock Semiconductor L.L.C.
Other noncurrent obligations
$
(270
)
$
(358
)
DC HSC Holdings LLC
Investments in nonconsolidated affiliates
$
98

$
87


v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of goodwill
 
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Const.
Non-Core
Total
In millions
Balance at December 31, 2019 
$
7,092

$
11,012

$
6,931

$
6,711

$
1,405

$
33,151

Acquisitions



53


53

Divestitures
(199
)




(199
)
Impairments


(2,498
)

(533
)
(3,031
)
Currency Translation Adjustment
5

(5
)
13

11


24

Measurement Period Adjustments



20


20

Balance at June 30, 2020
$
6,898

$
11,007

$
4,446

$
6,795

$
872

$
30,018


Schedule of other finite intangible assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
 
June 30, 2020
December 31, 2019
In millions
Gross
Carrying
Amount
Accum Amort
Net
Gross Carrying Amount
Accum Amort
Net
Intangible assets with finite lives:
 
 
 
 
 
 
  Developed technology
$
4,366

$
(1,616
)
$
2,750

$
4,343

$
(1,361
)
$
2,982

  Trademarks/tradenames
2,433

(1,055
)
1,378

2,433

(455
)
1,978

  Customer-related
8,994

(2,506
)
6,488

8,986

(2,229
)
6,757

  Other
303

(213
)
90

303

(98
)
205

Total other intangible assets with finite lives
$
16,096

$
(5,390
)
$
10,706

$
16,065

$
(4,143
)
$
11,922

Intangible assets with indefinite lives:
 
 
 
 
 
 
  Trademarks/tradenames
1,643


1,643

1,671


1,671

Total other intangible assets
1,643


1,643

1,671


1,671

Total
$
17,739

$
(5,390
)
$
12,349

$
17,736

$
(4,143
)
$
13,593



Schedule of other indefinite intangible assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
 
June 30, 2020
December 31, 2019
In millions
Gross
Carrying
Amount
Accum Amort
Net
Gross Carrying Amount
Accum Amort
Net
Intangible assets with finite lives:
 
 
 
 
 
 
  Developed technology
$
4,366

$
(1,616
)
$
2,750

$
4,343

$
(1,361
)
$
2,982

  Trademarks/tradenames
2,433

(1,055
)
1,378

2,433

(455
)
1,978

  Customer-related
8,994

(2,506
)
6,488

8,986

(2,229
)
6,757

  Other
303

(213
)
90

303

(98
)
205

Total other intangible assets with finite lives
$
16,096

$
(5,390
)
$
10,706

$
16,065

$
(4,143
)
$
11,922

Intangible assets with indefinite lives:
 
 
 
 
 
 
  Trademarks/tradenames
1,643


1,643

1,671


1,671

Total other intangible assets
1,643


1,643

1,671


1,671

Total
$
17,739

$
(5,390
)
$
12,349

$
17,736

$
(4,143
)
$
13,593


Intangible Assets Disclosure
The following table provides the net carrying value of other intangible assets by segment:
Net Intangibles by Segment
June 30, 2020
December 31, 2019
In millions
Electronics & Imaging
$
1,724

$
1,833

Nutrition & Biosciences
3,662

4,377

Transportation & Industrial
3,460

3,590

Safety & Construction
2,999

3,082

Non-Core
504

711

Total
$
12,349

$
13,593


Schedule of amortization expense
The following table provides information regarding amortization expense related to other intangible assets:
Amortization Expense
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Other intangible assets
$
528

$
252

$
1,061

$
508


Schedule of estimated future amortization expense
Total estimated amortization expense for the remainder of 2020 and the five succeeding fiscal years is as follows:
Estimated Amortization Expense
 
In millions
 
Remainder of 2020
$
1,070

2021
$
1,069

2022
$
985

2023
$
919

2024
$
840

2025
$
755


v3.20.2
COMMITMENTS AND CONTINGENT LIABILITIES (Tables)
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Guarantor Obligations The following table provides a summary of the final expiration year and maximum future payments for each type of guarantee:
Guarantees at June 30, 2020
Final Expiration Year
Maximum Future Payments
In millions
Obligations for customers 1:
 
 
Bank borrowings
2021
$
17

Obligations for non-consolidated affiliates 2:
 
 
Bank borrowings
2020
$
159

Total guarantees
 
$
176


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. At June 30, 2020 all maximum future payments had terms less than a year.
2. Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.
v3.20.2
LEASES Schedule of Leases (Tables)
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Lease, Cost [Table Text Block]
The components of lease cost for operating leases were as follows:
 
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Operating lease costs
$
44

$
46

$
86

$
90


Schedule of Lease Assets and Liabilities [Table Text Block] Supplemental balance sheet information related to leases was as follows:
In millions
June 30, 2020
December 31, 2019
Operating Leases
 

 
Operating lease right-of-use assets 1
$
576

$
556

Current operating lease liabilities 2
148

138

Noncurrent operating lease liabilities 3
431

416

Total operating lease liabilities
$
579

$
554

1.
Included in "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheet.
2.
Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheet.
3.
Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheet.
v3.20.2
STOCKHOLDERS' EQUITY (Tables)
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Schedule of Components of Other Comprehensive Income (Loss)
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the six months ended June 30, 2020 and 2019:
Accumulated Other Comprehensive Loss
Unrealized Gains (Losses) on Investments
Cumulative Translation Adj
Pension and OPEB
Derivative Instruments
Total
In millions
2019
 
 
 
 
 
Balance at January 1, 2019 
$
(51
)
$
(3,785
)
$
(8,476
)
$
(82
)
$
(12,394
)
Other comprehensive income (loss) before reclassifications
68

(117
)
49

(43
)
(43
)
Amounts reclassified from accumulated other comprehensive income (loss)
(1
)
(18
)
142

(15
)
108

Net other comprehensive income (loss)
$
67

$
(135
)
$
191

$
(58
)
$
65

Spin-offs of Dow and Corteva
$
(16
)
$
3,179

$
8,196

$
139

$
11,498

Balance at June 30, 2019
$

$
(741
)
$
(89
)
$
(1
)
$
(831
)
2020
 
 
 
 
 
Balance at January 1, 2020
$

$
(1,070
)
$
(345
)
$
(1
)
$
(1,416
)
Other comprehensive loss before reclassifications

(54
)
(4
)

(58
)
Amounts reclassified from accumulated other comprehensive income (loss)


9


9

Net other comprehensive (loss) income
$

$
(54
)
$
5

$

$
(49
)
Balance at June 30, 2020
$

$
(1,124
)
$
(340
)
$
(1
)
$
(1,465
)


The tax effects on the net activity related to each component of other comprehensive income (loss) for the three and six months ended June 30, 2020 and 2019 were as follows:
Tax Benefit (Expense)
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Unrealized gains (losses) on investments
$

$

$

$
(18
)
Cumulative translation adjustments



(1
)
Pension and other post employment benefit plans
3

(3
)
2

(35
)
Derivative instruments

(8
)

16

Tax expense from income taxes related to other comprehensive income items
$
3

$
(11
)
$
2

$
(38
)

Schedule of Reclassifications Out of Accumulated Other Comprehensive Income
A summary of the reclassifications out of AOCL for the three and six months ended June 30, 2020 and 2019 is provided as follows:
Reclassifications Out of Accumulated Other Comprehensive Loss
Three Months Ended
June 30,
Six Months Ended
June 30,
Income Classification
In millions
2020
2019
2020
2019
Unrealized gains on investments
$

$

$

$
(1
)
See (1) below
Tax expense (benefit)




See (2) below
After tax
$

$

$

$
(1
)
 
Cumulative translation adjustments
$

$

$

$
(18
)
See (3) below
Pension and other post employment benefit plans
$
5

$

$
8

$
167

See (4) below
Tax expense (benefit)


1

(25
)
See (2) below
After tax
$
5

$

$
9

$
142

 
Derivative Instruments
$

$
(7
)
$

$
(18
)
See (5) below
Tax expense

2


3

See (2) below
After tax
$

$
(5
)
$

$
(15
)
 
Total reclassifications for the period, after tax
$
5

$
(5
)
$
9

$
108

 
1. "Net sales" and "Sundry income (expense) - net."
2. "Provision for income taxes on continuing operations."
3. "Sundry income (expense) - net."
4. These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other post employment benefit plans. See Note 17 for additional information.
5. "Cost of sales," "Sundry income (expense) - net" and "Interest expense."

v3.20.2
NONCONTROLLING INTERESTS (Tables)
6 Months Ended
Jun. 30, 2020
Noncontrolling Interest [Abstract]  
Schedule Of Noncontrolling Interest
The following table summarizes the activity for equity attributable to noncontrolling interests for the three and six months ended June 30, 2020 and 2019:
Noncontrolling Interests
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Balance at beginning of period
$
566

$
1,654

$
569

$
1,608

Net income attributable to noncontrolling interests
7

34

13

85

Distributions to noncontrolling interests
(4
)
(1
)
(10
)
(12
)
Cumulative translation adjustments
3

9

(5
)
16

Spin-off of Dow and Corteva

(1,124
)

(1,124
)
Other

(2
)
5

(3
)
Balance at end of period
$
572

$
570

$
572

$
570


v3.20.2
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables)
6 Months Ended
Jun. 30, 2020
Retirement Benefits [Abstract]  
Schedule of net periodic benefit costs
Net Periodic Benefit (Credit) Cost for All Plans
Three Months Ended June 30,
Six Months Ended June 30,
In millions
2020
2019
2020
2019
Defined Benefit Pension Plans:
 
 
 
 
Service cost 1
$
17

$
18

$
35

$
149

Interest cost 2
14

144

28

591

Expected return on plan assets 3
(26
)
(206
)
(54
)
(919
)
Amortization of prior service credit 4
(2
)
(1
)
(3
)
(7
)
Amortization of net loss 5
4

2

8

135

Curtailment/settlement 6
2

(2
)
2

(2
)
Net periodic benefit cost (credit) - total
$
9

$
(45
)
$
16

$
(53
)
Less: Net periodic benefit credit - discontinued operations

(41
)

(45
)
Net periodic benefit cost (credit) - continuing operations
$
9

$
(4
)
$
16

$
(8
)
Other Post Employment Benefits:
 
 
 
 
Service cost 1
$

$
1

$

$
5

Interest cost 2

15


52

Amortization of net gain 5



(6
)
Net periodic benefit cost - total
$

$
16

$

$
51

Less: Net periodic benefit cost - discontinued operations

16


50

Net periodic benefit cost - continuing operations
$

$

$

$
1

1. The service cost from continuing operations was $14 million and $30 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
2.
The interest cost from continuing operations was $20 million and $41 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
3. The expected return on plan assets from continuing operations was $36 million and $79 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
4. The amortization of prior service credit from continuing operations was $1 million for the three and six months ended June 30, 2019. The activity from OPEBs was immaterial.
5. The amortization of unrecognized net loss from continuing operations was $1 million and $3 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
6. The curtailment and settlement gains from continuing operations were $2 million for the three and six months ended June 30, 2019. The activity from OPEBs was immaterial.

v3.20.2
FINANCIAL INSTRUMENTS (Tables)
6 Months Ended
Jun. 30, 2020
Investments, All Other Investments [Abstract]  
Schedule of the fair value of financial instruments
The following table summarizes the fair value of financial instruments at June 30, 2020 and December 31, 2019:
Fair Value of Financial Instruments
June 30, 2020
December 31, 2019
In millions
Cost
Gain
Loss
Fair Value
Cost
Gain
Loss
Fair Value
Cash equivalents 
$
2,523

$

$

$
2,523

$
417

$

$

$
417

Restricted cash equivalents 1
$
32

$

$

$
32

$
37

$

$

$
37

Total cash and restricted cash equivalents
$
2,555

$

$

$
2,555

$
454

$

$

$
454

Long-term debt including debt due within one year
$
(17,611
)
$
3

$
(2,285
)
$
(19,893
)
$
(15,618
)
$

$
(1,633
)
$
(17,251
)
Derivatives relating to:
 
 
 
 
 
 
 
 
Foreign currency 2

3

(23
)
(20
)

6

(7
)
(1
)
Total derivatives
$

$
3

$
(23
)
$
(20
)
$

$
6

$
(7
)
$
(1
)
1.
Classified as "Other current assets" in the interim Condensed Consolidated Balance Sheets.
2.
Presented net of cash collateral where master netting arrangements allow.

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]
Notional Amounts
June 30, 2020
Dec 31, 2019
In millions
Derivatives not designated as hedging instruments:
 
 
Foreign currency contracts 1
$
(40
)
$
26

Commodity contracts
$
8

$
11


1.
Presented net of contracts bought and sold.

Schedule of fair value of derivative instruments using Level 2 inputs
 
June 30, 2020
In millions
Balance Sheet Classification
Gross
Counterparty and Cash Collateral Netting 1
Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Other current assets
$
7

$
(4
)
$
3

Total asset derivatives
 
$
7

$
(4
)
$
3

 
 
 
 
 
Liability derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Accrued and other current liabilities
$
27

$
(4
)
$
23

Total liability derivatives
 
$
27

$
(4
)
$
23



 
December 31, 2019
In millions
Balance Sheet Classification
Gross
Counterparty and Cash Collateral Netting 1
Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Other current assets
$
16

$
(10
)
$
6

Total asset derivatives
 
$
16

$
(10
)
$
6

 
 
 
 
 
Liability derivatives:
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency contracts
Accrued and other current liabilities
$
17

$
(10
)
$
7

Total liability derivatives
 
$
17

$
(10
)
$
7

1.
Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
v3.20.2
FAIR VALUE MEASUREMENTS (Tables)
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Schedule of the fair value of assets and liabilities measured on a recurring basis
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
Basis of Fair Value Measurements on a Recurring Basis at June 30, 2020
Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
 
Cash equivalents and restricted cash equivalents 1
$
2,555

Derivatives relating to: 2
 
Foreign currency contracts
7

Total assets at fair value
$
2,562

Liabilities at fair value:
 
Long-term debt including debt due within one year 3
$
19,893

Derivatives relating to: 2
 
Foreign currency contracts
27

Total liabilities at fair value
$
19,920

1.
Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2.
See Note 19 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
3.
Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

Basis of Fair Value Measurements on a Recurring Basis at December 31, 2019
Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
 
Cash equivalents and restricted cash equivalents 1
$
454

Derivatives relating to: 2
 
Foreign currency contracts
16

Total assets at fair value
$
470

Liabilities at fair value:
 
Long-term debt including debt due within one year 3
$
17,251

Derivatives relating to: 2
 
Foreign currency contracts
17

Total liabilities at fair value
$
17,268

1. Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2. See Note 19 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
3. Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.
v3.20.2
SEGMENTS AND GEOGRAPHIC REGIONS (Tables)
6 Months Ended
Jun. 30, 2020
Segment Reporting Information [Line Items]  
Schedule of Operating Segment Information
Segment Information
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Const.
Non-Core
Corp.
Total
In millions
Three months ended June 30, 2020
 
 
 
 
 
 
 
Net sales
$
905

$
1,539

$
832

$
1,244

$
308

$

$
4,828

Operating EBITDA 1
$
277

$
418

$
49

$
349

$
93

$
(51
)
$
1,135

Equity in earnings of nonconsolidated affiliates
$
10

$
1

$
1

$
5

$
86

$

$
103

Three months ended June 30, 2019
 
 
 
 
 
 
 
Net sales
$
858

$
1,558

$
1,269

$
1,341

$
442

$

$
5,468

Operating EBITDA 1
$
246

$
386

$
357

$
382

$
104

$
(53
)
$
1,422

Equity in earnings of nonconsolidated affiliates 2
$
5

$

$
2

$
7

$
36

$

$
50

Six months ended June 30, 2020
 
 
 
 
 
 
 
Net sales
$
1,789

$
3,090

$
1,976

$
2,520

$
674

$

$
10,049

Operating EBITDA 1
$
530

$
803

$
357

$
717

$
135

$
(86
)
$
2,456

Equity in earnings of nonconsolidated affiliates
$
19

$
1

$
2

$
12

$
108

$

$
142

Six months ended June 30, 2019
 
 
 
 
 
 
 
Net sales
$
1,683

$
3,093

$
2,586

$
2,624

$
896

$

$
10,882

Pro forma operating EBITDA 1
$
534

$
735

$
730

$
756

$
202

$
(105
)
$
2,852

Equity in earnings of nonconsolidated affiliates 2
$
8

$

$
2

$
15

$
66

$

$
91


Reconciliation of Income from Continuing Operations, net of tax to Operating EBITDA
Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended June 30, 2020 and 2019
Three Months Ended June 30,
In millions
2020
2019
Loss from continuing operations, net of tax
$
(2,471
)
$
(1,103
)
+ (Benefit from) provision for income taxes on continuing operations
(36
)
155

Loss from continuing operations before income taxes
$
(2,507
)
$
(948
)
+ Depreciation and amortization
774

507

- Interest income 1
2

9

+ Interest expense 2
181

165

- Non-operating pension/OPEB benefit 1
8

18

- Foreign exchange losses, net 1
(23
)
(17
)
- Significant items 3
(2,674
)
(1,708
)
Operating EBITDA
$
1,135

$
1,422

1. Included in "Sundry income (expense) - net."
2. The three months ended June 30, 2020 excludes N&B financing fee amortization. Refer to details of significant items below.
3. The significant items for the three months ended June 30, 2020 and 2019 are presented on an as reported basis.
Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Six Months Ended June 30, 2020 and 2019
Six Months Ended June 30,
In millions
2020
2019
Loss from continuing operations, net of tax
$
(3,081
)
$
(1,177
)
+ Provision for (benefit from) income taxes on continuing operations
8

64

Loss from continuing operations before income taxes
$
(3,073
)
$
(1,113
)
+ Pro forma adjustments 1

122

+ Depreciation and amortization
1,546

1,034

- Interest income 2
4

49

+ Interest expense 3
354

345

- Non-operating pension/OPEB benefit 2
19

39

- Foreign exchange losses, net 2
(31
)
(78
)
+ Costs historically allocated to the materials science and agriculture businesses 4

256

- Significant items 5
(3,621
)
(2,218
)
Operating EBITDA 1
$
2,456

$
2,852


1. For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis. The pro forma adjustment reflects the net pro forma impact of items directly attributable to the Transactions, as applicable.
2.
Included in "Sundry income (expense) - net."
3. The six months ended June 30, 2020 excludes N&B financing fee amortization. Refer to details of significant items below.
4. Costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with ASC 205.
5. The significant items for the six months ended June 30, 2020 are presented on an as reported basis. The significant items for the six months ended June 30, 2019 are presented on a pro forma basis.
Schedule of Certain Items by Segment The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA and pro forma Operating EBITDA above:
Significant Items by Segment for the Three Months Ended June 30, 2020
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(145
)
$
(145
)
Restructuring and asset related credits (charges) - net 2
3

2

10

12


(25
)
2

Goodwill impairment charges 3


(2,498
)



(2,498
)
Asset impairment charges 3


(21
)



(21
)
N&B financing fee amortization 4





(12
)
(12
)
Total
$
3

$
2

$
(2,509
)
$
12

$

$
(182
)
$
(2,674
)

1. Integration and separation costs related to the post-Merger integration and the intended separation of the N&B Business.
2. Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. Reflected in "Interest expense" and relates to the intended separation of the N&B Business.

Significant Items by Segment for the Three Months Ended June 30, 2019
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(347
)
$
(347
)
Restructuring and asset related charges - net 2
(7
)
(22
)
(12
)
(20
)
(1
)
(13
)
(75
)
Goodwill impairment charges 3

(933
)


(242
)

(1,175
)
Asset impairment charges 4

(63
)




(63
)
Income tax relates items 5



(48
)


(48
)
Total
$
(7
)
$
(1,018
)
$
(12
)
$
(68
)
$
(243
)
$
(360
)
$
(1,708
)

1.
Integration and separation costs related to the Merger, post-Merger integration and business separation activities.
2.
Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. See Note 5 for additional information.
5. Charge included in "Sundry income (expense) - net" which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement.

Significant Items by Segment for the Six Months Ended June 30, 2020
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(342
)
$
(342
)
Restructuring and asset related charges - net 2
(1
)
(4
)
(15
)
(13
)

(99
)
(132
)
Goodwill impairment charges 3


(2,498
)

(533
)

(3,031
)
Asset impairment charges 3, 4


(21
)

(270
)

(291
)
Gain on divestiture 5
197






197

N&B financing fee amortization 6





(22
)
(22
)
Total
$
196

$
(4
)
$
(2,534
)
$
(13
)
$
(803
)
$
(463
)
$
(3,621
)

1. Integration and separation costs related to the post-Merger integration and the intended separation of the N&B Business.
2. Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. See Note 5 for additional information.
5. Reflected in "Sundry income (expense) - net." Refer to Note 3 for additional information.
6. Reflected in "Interest expense" and relates to the intended separation of the N&B Business.

Significant Items by Segment for the Six Months Ended June 30, 2019
(Pro Forma)
Elect. & Imaging
Nutrition & Biosciences
Transp. & Industrial
Safety & Construction
Non-Core
Corporate
Total
In millions
Integration and separation costs 1
$

$

$

$

$

$
(785
)
$
(785
)
Restructuring and asset related charges - net 2
(7
)
(49
)
(12
)
(22
)

(57
)
(147
)
Goodwill impairment charges 3

(933
)


(242
)

(1,175
)
Asset impairment charges 4

(63
)




(63
)
Income tax relates item 5



(48
)


(48
)
Total
$
(7
)
$
(1,045
)
$
(12
)
$
(70
)
$
(242
)
$
(842
)
$
(2,218
)
1.
Integration and separation costs related to the Merger, post-Merger integration and business separation activities.
2.
Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
3. See Note 11 for additional information.
4. See Note 5 for additional information.
5. Charge included in "Sundry income (expense) - net" which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement.
v3.20.2
DIVESTITURES Material Sciences Components of Income (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Income from discontinued operations, net of tax $ 0 $ 566 $ 0 $ 1,212
Income (Loss) from Discontinued Operations, Attributable to Noncontrolling Interests, Net of Tax $ 0 $ (25) $ 0 72
Materials Science Division [Member]        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Net Sales, Discontinued Operation       10,867
Cost of Sales, Discontinued Operations       8,917
Research and Development Expense, Discontinued Operations       163
Selling, General and Administrative Expense, Discontinued Operations       329
Amortization of Intangibles, Discontinued Operations       116
Restructuring and Asset Related Charges - Net, Discontinued Operations       157
Integration and Separation Costs, Discontinued Operations       44
Equity in Earnings on Nonconsolidated Affiliates, Discontinued Operations       (13)
Sundry Income (expense), Discontinued Operations       99
Interest Expense, Discontinued Operations       240
Income (Loss) from Discontinued Operation, before Income Tax       987
Provision for Income Taxes on Discontinued Operations       261
Income from discontinued operations, net of tax       726
Income (Loss) from Discontinued Operations, Attributable to Noncontrolling Interests, Net of Tax       37
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent       $ 689
v3.20.2
DIVESTITURES Materials Science Components of Cash Flows & Other (Details) - USD ($)
$ in Millions
6 Months Ended
Apr. 01, 2019
Jun. 30, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Contributions to Dow $ 2,024  
Materials Science Division [Member]    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Disposal Group, Including Discontinued Operation, Depreciation and Amortization   $ 744
Capital Expenditure, Discontinued Operations   $ 597
v3.20.2
DIVESTITURES Agriculture Division Components of Income (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Income from discontinued operations, net of tax $ 0 $ 566 $ 0 $ 1,212
Income (Loss) from Discontinued Operations, Attributable to Noncontrolling Interests, Net of Tax $ 0 (25) $ 0 72
Agriculture Division [Member]        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Net Sales, Discontinued Operation   3,776   7,144
Cost of Sales, Discontinued Operations   2,026   4,218
Research and Development Expense, Discontinued Operations   183   470
Selling, General and Administrative Expense, Discontinued Operations   677   1,294
Amortization of Intangibles, Discontinued Operations   74   176
Restructuring and Asset Related Charges - Net, Discontinued Operations   58   117
Integration and Separation Costs, Discontinued Operations   272   430
Equity in Earnings on Nonconsolidated Affiliates, Discontinued Operations   (3)   (4)
Sundry Income (expense), Discontinued Operations   (7)   58
Interest Expense, Discontinued Operations   28   91
Income (Loss) from Discontinued Operation, before Income Tax   448   402
Provision for Income Taxes on Discontinued Operations   48   82
Income from discontinued operations, net of tax   400   320
Income (Loss) from Discontinued Operations, Attributable to Noncontrolling Interests, Net of Tax   25   35
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent   $ 375   $ 285
v3.20.2
DIVESTITURES Agriculture Division Components of Cash Flows & Other (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 01, 2019
Jun. 30, 2019
Jun. 30, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Contribution to Corteva $ 7,139    
Agriculture Division [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Disposal Group, Including Discontinued Operation, Depreciation and Amortization   $ 136 $ 385
Capital Expenditure, Discontinued Operations   $ 161 $ 383
v3.20.2
DIVESTITURES Indemnifications (Details)
$ in Millions
Jun. 30, 2020
USD ($)
Accounts And Notes Receivable, Other  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Indemnification Asset $ 142
Deferred Charges And Other Assets [Member]  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Indemnification Asset 135
Accrued and other current liabilities  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Indemnification Liabilities 81
Other noncurrent obligations  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Indemnification Liabilities $ 96
v3.20.2
DIVESTITURES Other Divestitures (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Integration and separation costs $ 145 $ 347 $ 342 $ 958
Gain (Loss) on Disposition of Business [1]     197  
Income from discontinued operations, net of tax $ 0 566 0 1,212
Electronics & Imaging        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Proceeds from Divestiture of Businesses     420  
Gain (Loss) on Disposition of Business     197  
Gain (Loss) on Disposition of Business, Net of Tax     $ 102  
Historical EID        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Income from discontinued operations, net of tax   86   86
Historical EID Crop Protection and R&D [Member]        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Income from discontinued operations, net of tax   $ 80   $ 80
[1] Reflected in "Sundry income (expense) - net." Refer to Note 3 for additional information.
v3.20.2
REVENUE (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Net sales $ 4,828 $ 5,468 $ 10,049 $ 10,882  
Revenue recognized which was deferred at the beginning of the period     14 25  
Accounts and notes receivable - Trade [1] 2,921   2,921   $ 3,007
Contract assets - current [2] 42   42   35
Deferred revenue - current [3] 44   44   20
Deferred revenue - noncurrent [4] 49   49   $ 24
Image Solutions          
Net sales 155 169 319 340  
Interconnect Solutions          
Net sales 274 282 540 520  
Semiconductor Technologies          
Net sales 476 407 930 823  
Food & Beverage          
Net sales 739 746 1,477 1,501  
Health & Biosciences          
Net sales 579 604 1,184 1,174  
Pharma Solutions          
Net sales 221 208 429 418  
Healthcare & Specialty          
Net sales 291 388 650 772  
Industrial & Consumer          
Net sales 181 293 447 601  
Mobility Solutions          
Net sales 360 588 879 1,213  
Safety Solutions          
Net sales 581 657 1,212 1,322  
Shelter Solutions          
Net sales 316 398 664 755  
Water Solutions          
Net sales 347 286 644 547  
Biomaterials          
Net sales 27 53 61 112  
Clean Technologies          
Net sales 67 76 127 141  
DuPont Teijin Films          
Net sales 34 42 77 79  
Photovoltaic & Advanced Materials          
Net sales 180 230 409 484  
Sustainable Solutions          
Net sales 0 41 0 [5] 80  
Electronics & Imaging          
Net sales 905 858 1,789 1,683  
Nutrition & Biosciences          
Net sales 1,539 1,558 3,090 3,093  
Transportation & Industrial          
Net sales 832 1,269 1,976 2,586  
Safety & Construction          
Net sales 1,244 1,341 2,520 2,624  
Non-core          
Net sales 308 442 674 896  
U.S. & Canada          
Net sales 1,513 1,826 3,255 3,602  
EMEA          
Net sales [6] 1,065 1,291 2,336 2,671  
Asia Pacific          
Net sales 2,012 2,034 3,925 3,979  
Latin America          
Net sales $ 238 $ 317 $ 533 $ 630  
[1]
Included in "Accounts and notes receivable - net" in the interim Condensed Consolidated Balance Sheets.
[2]
Included in "Other current assets" in the interim Condensed Consolidated Balance Sheets.
[3]
Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
[4]
Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets.

[5] The Sustainable Solutions business was divested in the third quarter of 2019
[6]
Europe, Middle East and Africa.
v3.20.2
RESTRUCTURING AND ASSET RELATED CHARGES - NET (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]          
Restructuring and asset related charges $ 19 $ 137 $ 423 $ 208  
Restructuring Reserve 164   164   $ 162
Asset Impairment Charges 21 [1] 63 [2] 291 [3],[4]    
Transportation & Industrial          
Restructuring Cost and Reserve [Line Items]          
Asset Impairment Charges $ 21   21    
Non-core          
Restructuring Cost and Reserve [Line Items]          
Asset Impairment Charges     $ 270    
Nutrition & Biosciences          
Restructuring Cost and Reserve [Line Items]          
Asset Impairment Charges   63      
Equity Method Investments [Member] | Nutrition & Biosciences          
Restructuring Cost and Reserve [Line Items]          
Asset Impairment Charges   $ 63   $ 63  
[1] See Note 11 for additional information.
[2] See Note 5 for additional information.
[3] See Note 11 for additional information.
[4] See Note 5 for additional information.
v3.20.2
RESTRUCTURING AND ASSET RELATED CHARGES - NET 2020 Restructuring Program (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2020
Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]      
Restructuring Reserve $ 164 $ 164 $ 162
2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Charges 15 126  
Charges against reserve   (24)  
Cash Payments for Restructuring   (21)  
Restructuring Reserve 81 81  
Employee Severance [Member] | 2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Charges 6 102  
Charges against reserve   0  
Cash Payments for Restructuring   (21)  
Restructuring Reserve 81 81  
Asset Related Charges And Other [Member] | 2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Charges 9 24  
Charges against reserve   (24)  
Cash Payments for Restructuring   0  
Restructuring Reserve 0 0  
Electronics & Imaging | 2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Charges 0 4  
Nutrition & Biosciences | 2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Charges 1 7  
Transportation & Industrial | 2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Charges (3) 21  
Safety & Construction | 2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Charges 2 22  
Non-core | 2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Charges 0 0  
Corporate | 2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Charges 15 72  
Accrued and other current liabilities | 2020 Restructuring Program [Member]      
Restructuring Cost and Reserve [Line Items]      
Restructuring Reserve $ 81 $ 81  
v3.20.2
RESTRUCTURING AND ASSET RELATED CHARGES - NET 2019 Restructuring Program (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended 15 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]            
Restructuring Reserve $ 164   $ 164   $ 164 $ 162
2019 Restructuring Program [Domain]            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges (16) $ 53 2 $ 53 140  
2019 Restructuring Program [Domain] | Accrued and other current liabilities            
Restructuring Cost and Reserve [Line Items]            
Restructuring Reserve 42   42   42 86
2019 Restructuring Program [Domain] | Employee Severance [Member]            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges (16) 50 2 50 106  
Non-cash compensation     (6)      
Cash Payments for Restructuring     (40)      
Restructuring Reserve 42   42   42 $ 86
2019 Restructuring Program [Domain] | Asset Related Charges And Other [Member]            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges 0 3 0 3 $ 34  
2019 Restructuring Program [Domain] | Electronics & Imaging            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges (3) 7 (3) 7    
2019 Restructuring Program [Domain] | Nutrition & Biosciences            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges (3) 14 (3) 14    
2019 Restructuring Program [Domain] | Transportation & Industrial            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges (8) 12 (7) 12    
2019 Restructuring Program [Domain] | Safety & Construction            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges (14) 17 (14) 17    
2019 Restructuring Program [Domain] | Corporate            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges 12 3 29 3    
2019 Restructuring Program [Domain] | Non-core            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges $ 0 $ 0 $ 0 $ 0    
v3.20.2
RESTRUCTURING AND ASSET RELATED CHARGES - NET DowDuPont Cost Synergy Program (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended 34 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]            
Restructuring and asset related charges $ 19 $ 137 $ 423 $ 208    
Restructuring Reserve 164   164   $ 164 $ 162
Non-core | Income (Loss) From Equity Method Investments [Domain]            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges   1   2    
DowDuPont Cost Synergy Program [Member]            
Restructuring Cost and Reserve [Line Items]            
Restructuring and asset related charges         489  
Restructuring Reserve 41   41   41 76
Restructuring Charges (1) 22 [1] 4 94 [1]    
Charges against reserve     (1)      
Cash Payments for Restructuring     (38)      
DowDuPont Cost Synergy Program [Member] | Restructuring Settlement And Impairment Provisions [Domain]            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges   21   92    
DowDuPont Cost Synergy Program [Member] | Income (Loss) From Equity Method Investments [Domain]            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges   1   2    
DowDuPont Cost Synergy Program [Member] | Accrued and other current liabilities            
Restructuring Cost and Reserve [Line Items]            
Restructuring Reserve           76
DowDuPont Cost Synergy Program [Member] | Employee Severance [Member]            
Restructuring Cost and Reserve [Line Items]            
Restructuring and asset related charges         213  
Restructuring Reserve 36   36   36 74
Restructuring Charges (2) 6 (2) 49    
Charges against reserve     0      
Cash Payments for Restructuring     (36)      
DowDuPont Cost Synergy Program [Member] | Contract Termination [Member]            
Restructuring Cost and Reserve [Line Items]            
Restructuring and asset related charges         67  
Restructuring Reserve 5   5   5 $ 2
Restructuring Charges 1 0 6 16    
Charges against reserve     (1)      
Cash Payments for Restructuring     (2)      
DowDuPont Cost Synergy Program [Member] | Asset Related Charges And Other [Member]            
Restructuring Cost and Reserve [Line Items]            
Restructuring and asset related charges         $ 209  
Restructuring Charges 0 16 0 29    
DowDuPont Cost Synergy Program [Member] | Nutrition & Biosciences            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges   8   35    
DowDuPont Cost Synergy Program [Member] | Transportation & Industrial            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges 1   1      
DowDuPont Cost Synergy Program [Member] | Safety & Construction            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges   3 5 5    
DowDuPont Cost Synergy Program [Member] | Non-core            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges   1        
DowDuPont Cost Synergy Program [Member] | Corporate            
Restructuring Cost and Reserve [Line Items]            
Restructuring Charges $ (2) $ 10 $ (2) $ 54    
[1]
1. The charge for the three and six months ended June 30, 2019 includes $21 million and $92 million which was recognized in "Restructuring and asset related charges - net" and $1 million and $2 million which was recognized in "Equity in earnings of nonconsolidated affiliates" in the interim Consolidated Statements of Operations.

v3.20.2
SUPPLEMENTARY INFORMATION - Summary of Sundry Income (Expense) - Net (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Schedule Of Sundry Income (Expense) [Line Items]        
Non-operating pension and other post employment benefit (OPEB) credits $ 8 [1] $ 18 $ 19 [2] $ 39
Interest income 2 [1] 9 4 [2] 49
Net (loss) gain on divestiture and sales of other assets and investments (4) 10 193 [3] 63 [4]
Foreign exchange gains (losses), net (23) [1] (17) (31) [2] (78)
Miscellaneous Income (Expense), Net 3 (39) [5] 12 (8) [5]
Sundry income (expense) - net $ (14) (19) 197 65
Income Tax Related Items   48 [6]   48
Gain (Loss) on Disposition of Business [7]     197  
Electronics & Imaging        
Schedule Of Sundry Income (Expense) [Line Items]        
Net (loss) gain on divestiture and sales of other assets and investments     197 51
Gain (Loss) on Disposition of Business     $ 197  
Safety & Construction        
Schedule Of Sundry Income (Expense) [Line Items]        
Income Tax Related Items   $ 48    
Proceeds from License Fees Received       $ 26
[1] Included in "Sundry income (expense) - net."
[2]
Included in "Sundry income (expense) - net."
[3] The six months ended June 30, 2020 includes income of $197 million related to the gain on sale of the Compound Semiconductor Solutions business unit within the Electronics & Imaging segment.
[4] The six months ended June 30, 2019 includes income of $51 million related to a sale of assets within the Electronics & Imaging segment.
[5] Miscellaneous income (expenses) - net for the three and six months ended June 30, 2019 includes a $48 million charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year settlement. The six months ended June 30, 2019 also includes $26 million related to licensing income within the Safety & Construction segment.

[6] Charge included in "Sundry income (expense) - net" which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement.

[7] Reflected in "Sundry income (expense) - net." Refer to Note 3 for additional information.
v3.20.2
SUPPLEMENTARY INFORMATION - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Supplementary Information    
Restricted cash and cash equivalents $ 32 $ 37
Accrued and other current liabilities $ 1,496 1,342
Employee-related Liabilities   $ 479
v3.20.2
INCOME TAXES Effective Income Tax Rate (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Tax Contingency [Line Items]        
Effective Income Tax Rate Reconciliation, Percent 1.40% (16.40%) (0.30%) (5.80%)
v3.20.2
EARNINGS PER SHARE CALCULATIONS - Summary of Net Income for EPS Calculations, Basic (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Earnings Per Share [Abstract]        
Loss from continuing operations, net of tax $ (2,471) $ (1,103) $ (3,081) $ (1,177)
Net income from continuing operations attributable to noncontrolling interests 7 9 13 13
Net income from continuing operations attributable to participating securities [1] 0 0 0 (1)
Loss from continuing operations attributable to common stockholders (2,478) (1,112) (3,094) (1,191)
Income from discontinued operations, net of tax 0 566 0 1,212
Net income from discontinued operations attributable to noncontrolling interests 0 25 0 (72)
Income from discontinued operations attributable to common stockholders 0 541 0 1,140
Net loss attributable to common stockholders $ (2,478) $ (571) $ (3,094) $ (51)
[1]
Historical Dow restricted stock units are considered participating securities due to Historical Dow's practice of paying dividend equivalents on unvested shares.
v3.20.2
EARNINGS PER SHARE CALCULATIONS - Summary of EPS Calculations, Basic (Details) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Earnings Per Share [Abstract]        
Loss from continuing operations attributable to common stockholders $ (3.37) $ (1.48) $ (4.20) $ (1.59)
Income from discontinued operations, net of tax 0 0.72 0 1.52
Net loss attributable to common stockholders $ (3.37) $ (0.76) $ (4.20) $ (0.07)
v3.20.2
EARNINGS PER SHARE CALCULATIONS - Summary of EPS Calculations, Diluted (Details) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Earnings Per Share [Abstract]        
Loss from continuing operations attributable to common stockholders $ (3.37) $ (1.48) $ (4.20) $ (1.59)
Income from discontinued operations, net of tax 0 0.72 0 1.52
Net loss attributable to common stockholders $ (3.37) $ (0.76) $ (4.20) $ (0.07)
v3.20.2
EARNINGS PER SHARE CALCULATIONS - Summary of Count Information (Details) - $ / shares
shares in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Jul. 29, 2020
Dec. 31, 2019
Earnings Per Share [Abstract]            
Par Value $ 0.01   $ 0.01   $ 0.01 $ 0.01
Weighted-average common shares - basic 734.3 749.0 736.5 749.6    
Plus dilutive effect of equity compensation plans 0.0 0.0 0.0 0.0    
Weighted-average common shares - diluted 734.3 749.0 736.5 749.6    
Stock options and restricted stock units excluded from EPS calculations [1] 6.3 2.5 6.6 2.4    
[1] These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
v3.20.2
INVENTORIES (Summary of Inventory) (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Inventory Disclosure [Abstract]    
Finished goods $ 2,671 $ 2,621
Work in process 821 855
Raw materials 582 599
Supplies 233 244
Total inventories $ 4,307 $ 4,319
v3.20.2
NONCONSOLIDATED AFFILIATES NONCONSOLIDATED AFFILIATES - Additional Information (Details)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
USD ($)
entity
Jun. 30, 2019
Jun. 30, 2020
USD ($)
entity
Jun. 30, 2019
Dec. 31, 2019
USD ($)
Investments in and Advances to Affiliates [Line Items]          
Investments in nonconsolidated affiliates $ 1,212   $ 1,212   $ 1,204
Accrued and other current liabilities (78)   (78)   (85)
Other noncurrent obligations (270)   (270)   (358)
Net of investment in nonconsolidated affiliates $ 864   $ 864   $ 761
Equity Method Investment Ownership Interest Number Of Affiliates | entity 21   21    
Equity Method Investee [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]          
Investments in and Advances to Affiliates [Line Items]          
Concentration Risk, Percentage 2.00% 2.00% 2.00% 2.00%  
Equity Method Investee [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member]          
Investments in and Advances to Affiliates [Line Items]          
Concentration Risk, Percentage 2.00% 2.00% 2.00% 2.00%  
v3.20.2
NONCONSOLIDATED AFFILIATES NONCONSOLIDATED AFFILIATES - Principal Nonconsolidated Affiliates (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Schedule of Equity Method Investments [Line Items]          
Investments in nonconsolidated affiliates $ 1,212   $ 1,212   $ 1,204
Other noncurrent obligations (270)   (270)   (358)
Revenues 4,828 $ 5,468 10,049 $ 10,882  
Cost of sales 3,291 3,496 6,609 7,117  
Income from continuing operations (2,507) (948) (3,073) (1,113)  
Net income attributed to entities $ (2,478) $ (571) (3,094) (50)  
Benefit from Contract Settlements     $ 64    
DC HSC Holdings LLC [Member]          
Schedule of Equity Method Investments [Line Items]          
Equity Method Investment, Ownership Percentage [1] 50.00%   50.00%    
Investments in nonconsolidated affiliates $ 98   $ 98   87
Hemlock Semiconductor L.L.C. [Member]          
Schedule of Equity Method Investments [Line Items]          
Equity Method Investment, Ownership Percentage 50.10%   50.10%    
Other noncurrent obligations $ (270)   $ (270)   $ (358)
DC HSC Holdings LLC [Member] | Hemlock Semiconductor L.L.C. [Member]          
Schedule of Equity Method Investments [Line Items]          
Equity Method Investment, Ownership Percentage 80.50%   80.50%    
HSC group [Member]          
Schedule of Equity Method Investments [Line Items]          
Revenues     $ 345 367  
Cost of sales     234 229  
Income from continuing operations     203 135  
Net income attributed to entities     198 119  
Intercompany Revenue and Cost of Sales     42 $ 55  
Benefit from Contract Settlements     $ 165    
[1]
DC HSC Holdings LLC holds an 80.5 percent indirect ownership interest in Hemlock Semiconductor Operations LLC.
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Goodwill [Line Items]          
Asset Impairment Charges $ 21 [1] $ 63 [2] $ 291 [3],[4]    
Indefinite-lived Intangible Assets (Excluding Goodwill) 1,643   1,643   $ 1,671
Goodwill impairment charges 2,498 [1] 1,175 [5] 3,031 [3] $ 1,175  
Transportation & Industrial          
Goodwill [Line Items]          
Asset Impairment Charges 21   21    
Asset impairment charges, net of tax 16   16    
Goodwill impairment charges 2,498   (2,498)    
Non-core          
Goodwill [Line Items]          
Asset Impairment Charges     270    
Goodwill impairment charges 0 $ 242 (533)    
Trademarks and Trade Names [Member]          
Goodwill [Line Items]          
Indefinite-lived Intangible Assets (Excluding Goodwill) 1,643   1,643   $ 1,671
Trademarks and Trade Names [Member] | Transportation & Industrial          
Goodwill [Line Items]          
Indefinite-lived Intangible Assets (Excluding Goodwill) $ 289   $ 289    
[1] See Note 11 for additional information.
[2] See Note 5 for additional information.
[3] See Note 11 for additional information.
[4] See Note 5 for additional information.
[5] See Note 11 for additional information.
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Goodwill (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Goodwill [Roll Forward]        
Net goodwill, beginning of period     $ 33,151  
Goodwill, Acquisitions     53  
Goodwill, Divestitures     (199)  
Goodwill impairment charges $ 2,498 [1] $ 1,175 [2] 3,031 [3] $ 1,175
Currency Translation Adjustment     24  
Goodwill, Measurement Period Adjustments     20  
Net goodwill, end of period 30,018   30,018  
Asset Impairment Charges 21 [1] 63 [4] 291 [3],[5]  
Electronics & Imaging        
Goodwill [Roll Forward]        
Net goodwill, beginning of period     7,092  
Goodwill, Acquisitions     0  
Goodwill, Divestitures     (199)  
Goodwill impairment charges     0  
Currency Translation Adjustment     5  
Goodwill, Measurement Period Adjustments     0  
Net goodwill, end of period 6,898   6,898  
Nutrition & Biosciences        
Goodwill [Roll Forward]        
Net goodwill, beginning of period     11,012  
Goodwill, Acquisitions     0  
Goodwill, Divestitures     0  
Goodwill impairment charges   933 0  
Currency Translation Adjustment     (5)  
Goodwill, Measurement Period Adjustments     0  
Net goodwill, end of period 11,007   11,007  
Asset Impairment Charges   63    
Transportation & Industrial        
Goodwill [Roll Forward]        
Net goodwill, beginning of period     6,931  
Goodwill, Acquisitions     0  
Goodwill, Divestitures     0  
Goodwill impairment charges 2,498   (2,498)  
Currency Translation Adjustment     13  
Goodwill, Measurement Period Adjustments     0  
Net goodwill, end of period 4,446   4,446  
Asset Impairment Charges 21   21  
Asset impairment charges, net of tax 16   16  
Safety & Construction        
Goodwill [Roll Forward]        
Net goodwill, beginning of period     6,711  
Goodwill, Acquisitions     53  
Goodwill, Divestitures     0  
Goodwill impairment charges     0  
Currency Translation Adjustment     11  
Goodwill, Measurement Period Adjustments     20  
Net goodwill, end of period 6,795   6,795  
Non-core        
Goodwill [Roll Forward]        
Net goodwill, beginning of period     1,405  
Goodwill, Acquisitions     0  
Goodwill, Divestitures     0  
Goodwill impairment charges 0 $ 242 (533)  
Currency Translation Adjustment     0  
Goodwill, Measurement Period Adjustments     0  
Net goodwill, end of period $ 872   872  
Asset Impairment Charges     $ 270  
[1] See Note 11 for additional information.
[2] See Note 11 for additional information.
[3] See Note 11 for additional information.
[4] See Note 5 for additional information.
[5] See Note 5 for additional information.
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Other Intangible Assets (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]    
Finite other intangible assets, gross carrying amount $ 16,096 $ 16,065
Finite other intangible assets, accumulated amortization (5,390) (4,143)
Finite other intangible assets, net 10,706 11,922
Indefinite-lived Intangible Assets [Line Items]    
Indefinite-lived Intangible Assets (Excluding Goodwill) 1,643 1,671
Intangible Assets, Gross (Excluding Goodwill) 17,739 17,736
Other intangible assets, net 12,349 13,593
Trademarks / tradenames    
Indefinite-lived Intangible Assets [Line Items]    
Indefinite-lived Intangible Assets (Excluding Goodwill) 1,643 1,671
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Finite other intangible assets, gross carrying amount 4,366 4,343
Finite other intangible assets, accumulated amortization (1,616) (1,361)
Finite other intangible assets, net 2,750 2,982
Trademarks / tradenames    
Finite-Lived Intangible Assets [Line Items]    
Finite other intangible assets, gross carrying amount 2,433 2,433
Finite other intangible assets, accumulated amortization (1,055) (455)
Finite other intangible assets, net 1,378 1,978
Customer-related    
Finite-Lived Intangible Assets [Line Items]    
Finite other intangible assets, gross carrying amount 8,994 8,986
Finite other intangible assets, accumulated amortization (2,506) (2,229)
Finite other intangible assets, net 6,488 6,757
Other Intangible Assets    
Finite-Lived Intangible Assets [Line Items]    
Finite other intangible assets, gross carrying amount 303 303
Finite other intangible assets, accumulated amortization (213) (98)
Finite other intangible assets, net $ 90 $ 205
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Finite-Lived Intangible Assets [Line Items]        
Amortization of intangibles $ 528 $ 252 $ 1,061 $ 508
Remainder of 2020 1,070   1,070  
2021 1,069   1,069  
2022 985   985  
2023 919   919  
2024 840   840  
2025 $ 755   $ 755  
v3.20.2
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangibles by Segment (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Schedule of Intangible Assets [Line Items]    
Other intangible assets $ 12,349 $ 13,593
Electronics & Imaging    
Schedule of Intangible Assets [Line Items]    
Other intangible assets 1,724 1,833
Nutrition & Biosciences    
Schedule of Intangible Assets [Line Items]    
Other intangible assets 3,662 4,377
Transportation & Industrial    
Schedule of Intangible Assets [Line Items]    
Other intangible assets 3,460 3,590
Safety & Construction    
Schedule of Intangible Assets [Line Items]    
Other intangible assets 2,999 3,082
Non-core    
Schedule of Intangible Assets [Line Items]    
Other intangible assets $ 504 $ 711
v3.20.2
SHORT TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES Narrative (Details) - USD ($)
$ in Millions
Jun. 30, 2020
May 01, 2020
Jun. 30, 2019
Senior floating rate note due 2020 [Member]      
Debt Instrument [Line Items]      
Senior Notes, Current $ 500    
Senior Fixed Rate Notes due 2020 [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage 3.77%    
Senior Notes, Current $ 1,500    
Old 364-day Revolving Credit Facility [Member]      
Debt Instrument [Line Items]      
Line of Credit Facility, Maximum Borrowing Capacity     $ 750
1B Revolving Credit Facility [Member]      
Debt Instrument [Line Items]      
Line of Credit Facility, Maximum Borrowing Capacity $ 1,000    
Unsecured Debt [Member] | Senior unsecured notes due 2023 [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount   $ 2,000  
Debt Instrument, Interest Rate, Stated Percentage   2.169%  
v3.20.2
SHORT TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES Nutrition & Biosciences Financing (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Line of Credit Facility [Line Items]    
one-time cash payment related to proposed N&B transaction $ 7,300  
N&B senior unsecured term loan facility [Member]    
Line of Credit Facility [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity 1,250  
N&B Bridge Loan [Member]    
Line of Credit Facility [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity $ 6,250 $ 7,500
v3.20.2
COMMITMENTS AND CONTINGENT LIABILITIES - Narrative (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Loss Contingencies [Line Items]    
Estimated Litigation Liability $ 23  
Accrual for Environmental Loss Contingencies 79 $ 77
Accrual For Environmental Loss Contingencies, Potential Exposure In Excess Of Accrual 161  
Non-PFAS Stray Liabilities Threshold 200  
Indemnifiable Losses Threshold related to PFAS Stray Liabilities - Total 300  
Indemnifiable Losses Threshold related to PFAS Stray Liabilities - Per Party 150  
Retained and Assumed at Divestiture [Domain]    
Loss Contingencies [Line Items]    
Estimated Litigation Liability 2  
Accrual for Environmental Loss Contingencies 37  
Accrual For Environmental Loss Contingencies, Potential Exposure In Excess Of Accrual 98  
Indemnification Agreement [Member] | Litigation and Environmental [Domain]    
Loss Contingencies [Line Items]    
Indemnification Liabilities $ 58  
DuPont and Corteva    
Loss Contingencies [Line Items]    
Percentage Split of PFAS Liabilities under the Separation Agreement 50.00%  
DuPont    
Loss Contingencies [Line Items]    
Non-PFAS Stray Liabilities percent split after Threshold 71.00%  
DuPont | Indemnification Agreement [Member]    
Loss Contingencies [Line Items]    
Accrual for Environmental Loss Contingencies $ 42  
DuPont | Corteva | Indemnification Agreement [Member]    
Loss Contingencies [Line Items]    
Accrual for Environmental Loss Contingencies 34  
DuPont | Dow | Indemnification Agreement [Member]    
Loss Contingencies [Line Items]    
Accrual for Environmental Loss Contingencies $ 8  
Corteva    
Loss Contingencies [Line Items]    
Non-PFAS Stray Liabilities percent split after Threshold 29.00%  
v3.20.2
COMMITMENTS AND CONTINGENT LIABILITIES - PFOA & Natural Resources (Details)
$ in Millions
3 Months Ended 6 Months Ended
Mar. 31, 2017
USD ($)
Jun. 30, 2020
USD ($)
Dec. 31, 2004
USD ($)
Firefighter Foam Cases [Domain] | Historical EID And Chemours      
Loss Contingencies [Line Items]      
Number of lawsuits   640  
Chemours Suit [Member] | DuPont and Corteva      
Loss Contingencies [Line Items]      
Claim related to pending litigation   $ 3,910  
PFOA Multi-District Litigation (MDL)      
Loss Contingencies [Line Items]      
Number of lawsuits   80  
Abbott Case [Member]      
Loss Contingencies [Line Items]      
Litigation Settlement, Amount Awarded to Other Party   $ 50  
PFOA Multi-District Litigation (MDL) | Chemours      
Loss Contingencies [Line Items]      
Additional annual PFOA liabilities paid by Chemours   25  
PFOA Multi-District Litigation (MDL) | Historical EID      
Loss Contingencies [Line Items]      
Additional annual PFOA liabilities paid by Historical EID   $ 25  
PFOA Matters | PFOA Multi-District Litigation (MDL) | Historical EID      
Loss Contingencies [Line Items]      
Number of Plaintiffs 3,550    
PFOA Matters | PFOA Multi-District Litigation (MDL) | Historical EID And Chemours      
Loss Contingencies [Line Items]      
Litigation Settlement, Amount Awarded to Other Party $ 335    
PFOA Matters | Leach v. DuPont [Member] | Historical EID      
Loss Contingencies [Line Items]      
Litigation Settlement, Medical Monitoring Program, Escrow Account, Disbursements     $ 235
Natural Resources and Other Environmental [Member]      
Loss Contingencies [Line Items]      
Number of lawsuits   100  
NORTH CAROLINA | PFOA Matters | Historical EID And Chemours      
Loss Contingencies [Line Items]      
Number of Plaintiffs   100  
v3.20.2
COMMITMENTS AND CONTINGENT LIABILITIES - Environmental Matters (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Site Contingency [Line Items]    
Accrual for Environmental Loss Contingencies $ 79 $ 77
Accrual For Environmental Loss Contingencies, Potential Exposure In Excess Of Accrual 161  
Retained and Assumed at Divestiture [Domain]    
Site Contingency [Line Items]    
Accrual for Environmental Loss Contingencies 37  
Accrual For Environmental Loss Contingencies, Potential Exposure In Excess Of Accrual 98  
Indemnification Agreement [Member] | DuPont    
Site Contingency [Line Items]    
Accrual for Environmental Loss Contingencies 42  
Indemnification Agreement [Member] | Dow | DuPont    
Site Contingency [Line Items]    
Accrual for Environmental Loss Contingencies 8  
Indemnification Agreement [Member] | Corteva | DuPont    
Site Contingency [Line Items]    
Accrual for Environmental Loss Contingencies $ 34  
v3.20.2
COMMITMENTS AND CONTINGENT LIABILITIES - Summary of Guarantees (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Guarantor Obligations [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted $ 176 $ 187
Customer and Supplier Guarantee Bank Borrowings [Member]    
Guarantor Obligations [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted $ 17  
Guarantor Obligations, Liquidation Proceeds, Percentage 1.00%  
Equity Affiliates Guarantee Bank Borrowings [Member]    
Guarantor Obligations [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted $ 159  
v3.20.2
LEASES (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Leases [Abstract]          
Operating Lease, Cost $ 44 $ 46 $ 86 $ 90  
Operating Lease, Payments     85 $ 92  
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability     82    
Operating Lease, Right-of-Use Asset [1] 576   576   $ 556
Operating Lease, Liability, Current [2] 148   148   138
Operating Lease, Liability, Noncurrent [3] 431   431   416
Operating Lease, Liability $ 579   $ 579   $ 554
[1]
Included in "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheet.
[2]
Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheet.
[3]
Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheet.
v3.20.2
STOCKHOLDERS' EQUITY - Summary of Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Mar. 31, 2020
Jan. 01, 2020
Dec. 31, 2019
Mar. 31, 2019
Jan. 01, 2019
Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]                      
Accumulated Other Comprehensive Income (Loss), Net of Tax         $ (1,465)     $ (1,416)      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                      
Beginning balance $ 37,577 $ 42,576 $ 37,577 $ 42,576 37,577 $ 40,117   41,556 $ 93,820   $ 95,900
Other comprehensive loss before reclassifications     (58) (43)              
Amounts reclassified from accumulated other comprehensive income (loss)     9 108              
Net other comprehensive income (loss)     (49) 65              
Total other comprehensive income (loss) 348 42 (54) 78              
Spin-off of Dow and Corteva   (50,487)   (50,487)              
Ending balance 37,577 42,576 37,577 42,576              
Tax expense from income taxes related to other comprehensive income items 3 (11) 2 (38)              
Spin-off of Dow and Corteva       11,498              
Unrealized Gains (Losses) on Investments                      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                      
Beginning balance 0 0 0 0 0   $ 0     $ (51)  
Other comprehensive loss before reclassifications     0 68              
Amounts reclassified from accumulated other comprehensive income (loss)     0 (1)              
Net other comprehensive income (loss)     0 67              
Ending balance 0 0 0 0              
Tax expense from income taxes related to other comprehensive income items 0 0 0 (18)              
Spin-off of Dow and Corteva       (16)              
Cumulative translation adjustments                      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                      
Beginning balance (1,124) (741) (1,124) (741) (1,124)   (1,070)     (3,785)  
Other comprehensive loss before reclassifications     (54) (117)              
Amounts reclassified from accumulated other comprehensive income (loss)     0 (18)              
Net other comprehensive income (loss)     (54) (135)              
Ending balance (1,124) (741) (1,124) (741)              
Tax expense from income taxes related to other comprehensive income items 0 0 0 (1)              
Spin-off of Dow and Corteva       3,179              
Pension and other post employment benefit plans                      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                      
Beginning balance (340) (89) (340) (89) (340)   (345)     (8,476)  
Other comprehensive loss before reclassifications     (4) 49              
Amounts reclassified from accumulated other comprehensive income (loss)     9 142              
Net other comprehensive income (loss)     5 191              
Ending balance (340) (89) (340) (89)              
Tax expense from income taxes related to other comprehensive income items 3 (3) 2 (35)              
Spin-off of Dow and Corteva       8,196              
Derivative Instruments                      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                      
Beginning balance (1) (1) (1) (1) (1)   (1)     (82)  
Other comprehensive loss before reclassifications     0 (43)              
Amounts reclassified from accumulated other comprehensive income (loss)     0 (15)              
Net other comprehensive income (loss)     0 (58)              
Ending balance (1) (1) (1) (1)              
Tax expense from income taxes related to other comprehensive income items 0 (8) 0 16              
Spin-off of Dow and Corteva       139              
Total                      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]                      
Beginning balance (1,465) (831) (1,465) (831) $ (1,465) $ (1,810) $ (1,416) $ (1,416) $ (12,364) $ (12,394) $ (12,394)
Total other comprehensive income (loss) 345 35 (49) 65              
Spin-off of Dow and Corteva   11,498   11,498              
Ending balance $ (1,465) $ (831) $ (1,465) $ (831)              
v3.20.2
STOCKHOLDERS' EQUITY - Summary of Reclassifications Out of Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Total reclassifications for the period (net of tax)     $ 9 $ 108
Cumulative Translation Adjustment $ (14) $ (19) 197 65
Unrealized gains on investments        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Total reclassifications for the period (net of tax)     0 (1)
Cumulative translation adjustments        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Total reclassifications for the period (net of tax)     0 (18)
Pension and other post employment benefit plans        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Total reclassifications for the period (net of tax)     9 142
Derivative Instruments        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Total reclassifications for the period (net of tax)     0 (15)
Reclassification out of Accumulated Other Comprehensive Loss        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Total reclassifications for the period (net of tax) 5 (5) 9 108
Reclassification out of Accumulated Other Comprehensive Loss | Unrealized gains on investments        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Total before tax [1] 0 0 0 (1)
Tax expense (benefit) [2] 0 0 0 0
Total reclassifications for the period (net of tax) 0 0 0 (1)
Reclassification out of Accumulated Other Comprehensive Loss | Cumulative translation adjustments        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Cumulative Translation Adjustment [3] 0 0 0 (18)
Reclassification out of Accumulated Other Comprehensive Loss | Pension and other post employment benefit plans        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Total before tax [4] 5 0 8 167
Tax expense (benefit) [2] 0 0 1 (25)
Total reclassifications for the period (net of tax) 5 0 9 142
Reclassification out of Accumulated Other Comprehensive Loss | Derivative Instruments        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Total before tax [5] 0 (7) 0 (18)
Tax expense (benefit) [2] 0 2 0 3
Total reclassifications for the period (net of tax) $ 0 $ (5) $ 0 $ (15)
[1] "Net sales" and "Sundry income (expense) - net."
[2] "Provision for income taxes on continuing operations."
[3] "Sundry income (expense) - net."
[4] These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other post employment benefit plans. See Note 17 for additional information.
[5] "Cost of sales," "Sundry income (expense) - net" and "Interest expense."

v3.20.2
STOCKHOLDERS' EQUITY Stockholders' Equity Narrative (Details) - USD ($)
shares in Millions, $ in Millions
13 Months Ended
Jun. 30, 2020
Jun. 01, 2019
Equity, Class of Treasury Stock [Line Items]    
Stock Repurchase Program, Authorized Amount   $ 2,000
Stock Repurchased and Retired During Period, Shares 16.9  
Payments for Repurchase of Common Stock $ 982  
v3.20.2
NONCONTROLLING INTERESTS - Summary of Noncontrolling Interests (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]        
Balance at beginning of period $ 566 $ 1,654 $ 569 $ 1,608
Net income attributable to noncontrolling interests 7 34 13 85
Distributions to noncontrolling interests (4) (1) (10) (12)
Cumulative translation adjustments 3 9 (5) 16
Spin-off of Dow and Corteva 0 (1,124) 0 (1,124)
Other 0 (2) 5 (3)
Balance at end of period $ 572 $ 570 $ 572 $ 570
v3.20.2
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Summary of Net Periodic Benefit Costs) (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Defined Benefit Plan Disclosure [Line Items]        
Defined Benefit Plan, Expected Future Employer Contributions, Remainder of Fiscal Year $ 45   $ 45  
Net periodic benefit cost (credit) - total 8 [1] $ 18 19 [2] $ 39
Pension Plan [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Service cost 17 18 [3] 35 149 [3]
Interest cost 14 144 [4] 28 591 [4]
Expected return on plan assets (26) (206) [5] (54) (919) [5]
Amortization of prior service credit (2) (1) [6] (3) (7) [6]
Amortization of net (gain) loss 4 2 [7] 8 135 [7]
Curtailment/settlement 2 (2) [8] 2 (2) [8]
Net periodic benefit cost (credit) - total 9 (45) 16 (53)
Other Postretirement Benefits Plan [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Service cost 0 1 [3] 0 5 [3]
Interest cost 0 15 [4] 0 52 [4]
Amortization of net (gain) loss 0 0 [7] 0 (6) [7]
Net periodic benefit cost (credit) - total 0 16 0 51
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | Pension Plan [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Net periodic benefit cost (credit) - total 0 (41) 0 (45)
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | Other Postretirement Benefits Plan [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Net periodic benefit cost (credit) - total 0 16 0 50
Continuing Operations [Member] | Pension Plan [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Service cost   14   30
Interest cost   20   41
Expected return on plan assets   (36)   (79)
Amortization of prior service credit       (1)
Amortization of net (gain) loss   1   3
Curtailment/settlement       (2)
Net periodic benefit cost (credit) - total 9 (4) 16 (8)
Continuing Operations [Member] | Other Postretirement Benefits Plan [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Net periodic benefit cost (credit) - total $ 0 $ 0 $ 0 $ 1
[1] Included in "Sundry income (expense) - net."
[2]
Included in "Sundry income (expense) - net."
[3] The service cost from continuing operations was $14 million and $30 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
[4]
The interest cost from continuing operations was $20 million and $41 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
[5] The expected return on plan assets from continuing operations was $36 million and $79 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
[6] The amortization of prior service credit from continuing operations was $1 million for the three and six months ended June 30, 2019. The activity from OPEBs was immaterial.
[7] The amortization of unrecognized net loss from continuing operations was $1 million and $3 million for the three and six months ended June 30, 2019, respectively. The activity from OPEBs was immaterial.
[8] The curtailment and settlement gains from continuing operations were $2 million for the three and six months ended June 30, 2019. The activity from OPEBs was immaterial.

v3.20.2
STOCK-BASED COMPENSATION (DuPont) (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]          
Share-based Payment Arrangement, Expense $ 28   $ 34 $ 69 $ 55
Share-based Payment Arrangement, Expense, Tax Benefit $ 5   $ 7 $ 14 $ 12
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross   0.8      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value   $ 8.84      
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price   $ 53.50      
Restricted Stock Units (RSUs) [Member]          
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]          
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period   1.0      
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value   $ 53.49      
Performance Shares [Member]          
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]          
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period   0.3      
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value   $ 50.23      
DuPont Omnibus Incentive Plan [Domain]          
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]          
Common Stock, Capital Shares Reserved for Future Issuance 10.0     10.0  
2020 Equity and Incentive Plan [Member]          
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]          
Common Stock, Capital Shares Reserved for Future Issuance 19.0     19.0  
v3.20.2
FINANCIAL INSTRUMENTS (Summary of Fair Value of Financial Instruments) (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]    
Cash Equivalents, Cost $ 2,523 $ 417
Cash Equivalents,Gain 0 0
Cash Equivalents, Loss 0 0
Cash Equivalents, Fair Value 2,523 417
Restricted Cash, Cost [1] 32 37
Restricted Cash, Gain [1] 0 0
Restricted Cash, Loss [1] 0 0
Restricted Cash, Fair Value [1] 32 37
Cash and Restricted Cash Equivalents, Marketable Securities and Other Investments, Cost 2,555 454
Cash and Restricted Cash Equivalents, Marketable Securities and Other Investments, Gain 0 0
Cash and Restricted Cash Equivalents, Marketable Securities and Other Investments, Loss 0 0
Cash and Restricted Cash Equivalents, Marketable Securities and Other Investments, Fair Value 2,555 454
Long-term debt including debt due within one year, Cost (17,611) (15,618)
Long Term Debt including debt due within one year, Gain 3 0
Long Term Debt including debt due within one year, Loss (2,285) (1,633)
Long Term Debt, Including Debt Due within one year, Fair Value (19,893) (17,251)
Derivative Assets (Liabilities), Gain 3 6
Derivative Assets (Liabilities), Loss (23) (7)
Derivative Assets (Liabilities), Fair Value (20) (1)
Foreign Exchange Contract    
Debt Securities, Available-for-sale [Line Items]    
Derivative Assets (Liabilities), Gain [2] 3 6
Derivative Assets (Liabilities), Loss [2] (23) (7)
Derivative Assets (Liabilities), Fair Value [2] $ (20) $ (1)
[1]
Classified as "Other current assets" in the interim Condensed Consolidated Balance Sheets.
[2]
Presented net of cash collateral where master netting arrangements allow.

v3.20.2
FINANCIAL INSTRUMENTS (Derivatives) (Details) - Not Designated as Hedging Instrument [Member] - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Derivatives, Fair Value [Line Items]    
Derivative Asset, Gross $ 7 $ 16
Counterparty and Cash Collateral Netting, Assets (4) (10)
Net Assets included in Consolidated Balance Sheet 3 6
Derivative Liability, Gross 27 17
Counterparty and Cash Collateral Netting, Liabilities (4) (10)
Net Liability included in Consolidated Balance Sheet 23 7
Other Current Assets [Member] | Foreign Exchange Contract    
Derivatives, Fair Value [Line Items]    
Derivative Asset, Gross 7 16
Counterparty and Cash Collateral Netting, Assets [1] (4) (10)
Net Assets included in Consolidated Balance Sheet 3 6
Accrued and other current liabilities | Foreign Exchange Contract    
Derivatives, Fair Value [Line Items]    
Derivative Liability, Gross 27 17
Counterparty and Cash Collateral Netting, Liabilities [1] (4) (10)
Net Liability included in Consolidated Balance Sheet $ 23 $ 7
[1]
Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
v3.20.2
FINANCIAL INSTRUMENTS Effect of Derivative Instrument (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Other Nonoperating Income (Expense) [Member] | Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract      
Derivative [Line Items]      
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net $ (13) $ (4) $ (60)
v3.20.2
FINANCIAL INSTRUMENTS Notional Amounts (Details) - Not Designated as Hedging Instrument [Member] - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Foreign Exchange Contract    
Derivative [Line Items]    
Derivative, Notional Amount [1] $ (40) $ 26
Commodity Contract [Member]    
Derivative [Line Items]    
Derivative, Notional Amount $ 8 $ 11
[1]
Presented net of contracts bought and sold.

v3.20.2
FAIR VALUE MEASUREMENTS - Summary of Recurring Measured Fair Values (Details) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Liabilities, Fair Value Disclosure [Abstract]    
Long Term Debt, Including Debt Due within one year, Fair Value $ (19,893) $ (17,251)
Recurring | Level 2    
Assets, Fair Value Disclosure [Abstract]    
Cash equivalents and restricted cash equivalents [1] 2,555 454
Total assets at fair value 2,562 470
Liabilities, Fair Value Disclosure [Abstract]    
Long Term Debt, Including Debt Due within one year, Fair Value [2] 19,893 17,251
Total liabilities at fair value 19,920 17,268
Recurring | Level 2 | Foreign currency    
Assets, Fair Value Disclosure [Abstract]    
Foreign Currency Contracts [3] 7 16
Liabilities, Fair Value Disclosure [Abstract]    
Foreign Currency Contracts [3] $ 27 $ 17
[1]
Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
[2]
Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.
[3]
See Note 19 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
v3.20.2
SEGMENTS AND GEOGRAPHIC REGIONS - Summary of Operating Segment Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Segment Reporting Information [Line Items]        
Net sales $ 4,828 $ 5,468 $ 10,049 $ 10,882
Operating EBITDA [1] 1,135 1,422 2,456 [2]  
Equity in earnings of nonconsolidated affiliates 103 49 142 89
Pro Forma        
Segment Reporting Information [Line Items]        
Pro forma Operating EBITDA [1]       2,852
Adjusted for Significant Item [Member]        
Segment Reporting Information [Line Items]        
Equity in earnings of nonconsolidated affiliates   50 [3]   91
Electronics & Imaging        
Segment Reporting Information [Line Items]        
Net sales 905 858 1,789 1,683
Operating EBITDA [1] 277 246 530  
Equity in earnings of nonconsolidated affiliates 10 5 [3] 19 8
Electronics & Imaging | Pro Forma        
Segment Reporting Information [Line Items]        
Pro forma Operating EBITDA [1]       534
Nutrition & Biosciences        
Segment Reporting Information [Line Items]        
Net sales 1,539 1,558 3,090 3,093
Operating EBITDA [1] 418 386 803  
Equity in earnings of nonconsolidated affiliates 1 0 [3] 1 0
Nutrition & Biosciences | Pro Forma        
Segment Reporting Information [Line Items]        
Pro forma Operating EBITDA [1]       735
Transportation & Industrial        
Segment Reporting Information [Line Items]        
Net sales 832 1,269 1,976 2,586
Operating EBITDA [1] 49 357 357  
Equity in earnings of nonconsolidated affiliates 1 2 [3] 2 2
Transportation & Industrial | Pro Forma        
Segment Reporting Information [Line Items]        
Pro forma Operating EBITDA [1]       730
Safety & Construction        
Segment Reporting Information [Line Items]        
Net sales 1,244 1,341 2,520 2,624
Operating EBITDA [1] 349 382 717  
Equity in earnings of nonconsolidated affiliates 5 7 [3] 12 15
Safety & Construction | Pro Forma        
Segment Reporting Information [Line Items]        
Pro forma Operating EBITDA [1]       756
Non-core        
Segment Reporting Information [Line Items]        
Net sales 308 442 674 896
Operating EBITDA [1] 93 104 135  
Equity in earnings of nonconsolidated affiliates 86   108  
Non-core | Income (Loss) From Equity Method Investments [Domain]        
Segment Reporting Information [Line Items]        
Restructuring Charges   1   2
Non-core | Pro Forma        
Segment Reporting Information [Line Items]        
Pro forma Operating EBITDA [1]       202
Non-core | Adjusted for Significant Item [Member]        
Segment Reporting Information [Line Items]        
Equity in earnings of nonconsolidated affiliates [3]   36   66
Corporate        
Segment Reporting Information [Line Items]        
Net sales 0 0 0 0
Operating EBITDA [1] (51) (53) (86)  
Equity in earnings of nonconsolidated affiliates $ 0 $ 0 [3] $ 0 0
Corporate | Pro Forma        
Segment Reporting Information [Line Items]        
Pro forma Operating EBITDA [1]       $ (105)
[1] A reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA and pro forma Operating EBITDA, as applicable, is provided below
[2] For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis. The pro forma adjustment reflects the net pro forma impact of items directly attributable to the Transactions, as applicable.
[3] Represents equity in earnings (losses) of nonconsolidated affiliates included in pro forma Operating EBITDA, the Company's measure of profit/loss for segment reporting purposes, which excludes significant items. Accordingly, the Non-Core segment presented above excludes a restructuring charge of $1 million and $2 million for the three and six months ended June 30, 2019, respectively, which is presented in "Equity in earnings of nonconsolidated affiliates" in the Company's interim Consolidated Statements of Operations
v3.20.2
SEGMENTS AND GEOGRAPHIC REGIONS - Summary of Reconciliation of Operating EBITDA (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Segment Reporting Information [Line Items]        
Loss from continuing operations, net of tax $ (2,471) $ (1,103) $ (3,081) $ (1,177)
(Benefit from) provision for income taxes on continuing operations (36) 155 8 64
Loss from continuing operations before income taxes (2,507) (948) (3,073) (1,113)
Depreciation and amortization 774 507 1,546  
Interest income 2 [1] 9 4 [2] 49
Interest expense 193 165 376 316
Non-operating pension and other post employment benefit (OPEB) credits 8 [1] 18 19 [2] 39
Foreign exchange gains (losses), net (23) [1] (17) (31) [2] (78)
Costs Historically Allocated to the Materials Science Business and Agriculture Business     0  
Significant items (2,674) [3] (1,708) [3] (3,621) [4]  
Operating Income (Loss) Before Interest, Taxes, Depreciation,Amortization, Foreign Exchange Gains (Losses), And Significant Items [5] 1,135 $ 1,422 2,456 [6]  
Adjusted for Significant Item [Member]        
Segment Reporting Information [Line Items]        
Interest expense $ 181 [7]   $ 354 [8]  
Pro Forma        
Segment Reporting Information [Line Items]        
Pro Forma Adjustments [6]       122
Depreciation and amortization       1,034
Interest income [2]       49
Non-operating pension and other post employment benefit (OPEB) credits [2]       39
Foreign exchange gains (losses), net [2]       (78)
Costs Historically Allocated to the Materials Science Business and Agriculture Business [9]       256
Significant items [4]       (2,218)
Pro forma Operating EBITDA [6]       2,852
Pro Forma | Adjusted for Significant Item [Member]        
Segment Reporting Information [Line Items]        
Interest expense       $ 345
[1] Included in "Sundry income (expense) - net."
[2]
Included in "Sundry income (expense) - net."
[3] The significant items for the three months ended June 30, 2020 and 2019 are presented on an as reported basis.
[4] The significant items for the six months ended June 30, 2020 are presented on an as reported basis. The significant items for the six months ended June 30, 2019 are presented on a pro forma basis.
[5] A reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA and pro forma Operating EBITDA, as applicable, is provided below
[6] For the six months ended June 30, 2019, operating EBITDA is on a pro forma basis. The pro forma adjustment reflects the net pro forma impact of items directly attributable to the Transactions, as applicable.
[7] The three months ended June 30, 2020 excludes N&B financing fee amortization. Refer to details of significant items below.
[8] The six months ended June 30, 2020 excludes N&B financing fee amortization. Refer to details of significant items below.
[9] Costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with ASC 205.
v3.20.2
SEGMENTS AND GEOGRAPHIC REGIONS - Summary of Certain Items by Segment (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Significant Items        
Integration and separation costs $ 145 [1] $ 347 [2] $ 342 [3]  
Restructuring and asset related charges - net (2) [4] 75 [4] 132 [5]  
Goodwill impairment charges 2,498 [6] 1,175 [7] 3,031 [8] $ 1,175
Asset Impairment Charges 21 [6] 63 [9] 291 [8],[10]  
Income Tax Related Items   (48) [11]   (48)
Significant items (2,674) [12] (1,708) [12] (3,621) [13]  
N&B financing [Member]        
Significant Items        
Financing fee amortization (12) [14]   (22) [15]  
Pro Forma        
Significant Items        
Integration and separation costs [2]       785
Restructuring and asset related charges - net [16]       147
Goodwill impairment charges [7]       1,175
Asset Impairment Charges [17]       63
Income Tax Related Items [18]       (48)
Significant items       (2,218)
Electronics & Imaging        
Significant Items        
Restructuring and asset related charges - net 3 (7) (1)  
Goodwill impairment charges     0  
Significant items 3 (7) 196  
Electronics & Imaging | Pro Forma        
Significant Items        
Restructuring and asset related charges - net       (7)
Significant items       (7)
Nutrition & Biosciences        
Significant Items        
Restructuring and asset related charges - net 2 (22) (4)  
Goodwill impairment charges   933 0  
Asset Impairment Charges   63    
Significant items 2 (1,018) (4)  
Nutrition & Biosciences | Pro Forma        
Significant Items        
Restructuring and asset related charges - net       (49)
Goodwill impairment charges       933
Asset Impairment Charges       63
Significant items       (1,045)
Transportation & Industrial        
Significant Items        
Restructuring and asset related charges - net 10 (12) (15)  
Goodwill impairment charges 2,498   (2,498)  
Asset Impairment Charges 21   21  
Significant items (2,509) (12) (2,534)  
Transportation & Industrial | Pro Forma        
Significant Items        
Restructuring and asset related charges - net       (12)
Significant items       (12)
Safety & Construction        
Significant Items        
Restructuring and asset related charges - net 12 (20) (13)  
Goodwill impairment charges     0  
Income Tax Related Items   (48)    
Significant items 12 (68) (13)  
Safety & Construction | Pro Forma        
Significant Items        
Restructuring and asset related charges - net       (22)
Income Tax Related Items       (48)
Significant items       (70)
Non-core        
Significant Items        
Restructuring and asset related charges - net 0 (1) 0  
Goodwill impairment charges 0 242 (533)  
Asset Impairment Charges     270  
Significant items 0 (243) (803)  
Non-core | Pro Forma        
Significant Items        
Restructuring and asset related charges - net       0
Goodwill impairment charges       242
Significant items       (242)
Corporate        
Significant Items        
Integration and separation costs (145) (347) (342)  
Restructuring and asset related charges - net (25) (13) (99)  
Significant items (182) $ (360) (463)  
Corporate | N&B financing [Member]        
Significant Items        
Financing fee amortization $ (12)   $ (22)  
Corporate | Pro Forma        
Significant Items        
Integration and separation costs       (785)
Restructuring and asset related charges - net       (57)
Significant items       $ (842)
[1] Integration and separation costs related to the post-Merger integration and the intended separation of the N&B Business.
[2] Integration and separation costs related to the Merger, post-Merger integration and business separation activities.
[3] Integration and separation costs related to the post-Merger integration and the intended separation of the N&B Business.
[4]
Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
[5] Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
[6] See Note 11 for additional information.
[7] See Note 11 for additional information.
[8] See Note 11 for additional information.
[9] See Note 5 for additional information.
[10] See Note 5 for additional information.
[11] Charge included in "Sundry income (expense) - net" which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement.

[12] The significant items for the three months ended June 30, 2020 and 2019 are presented on an as reported basis.
[13] The significant items for the six months ended June 30, 2020 are presented on an as reported basis. The significant items for the six months ended June 30, 2019 are presented on a pro forma basis.
[14] Reflected in "Interest expense" and relates to the intended separation of the N&B Business.

[15] Reflected in "Interest expense" and relates to the intended separation of the N&B Business.
[16]
Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
[17] See Note 5 for additional information.
[18] Charge included in "Sundry income (expense) - net" which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement.