DOWDUPONT INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

?

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU RITIES EXHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

or ?

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

For the transition period from _______ to ________ Commission file number : 001-38196

DOWDUPONT INC.

(Exact name of registrant as specified in its charter)

Delaware

State or other jurisdiction of incorporation or organization

81-1224539

(I.R.S. Employer Identification No.)

c/o The Dow Chemical Company

c/o E. I. du Pont de Nemours and Company

2211 H.H. Dow Way, Midland, MI 48674

974 Centre Road, Wilmington, DE 19805

(989) 636-1000

(302) 774-1000

(Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act:

Title of each class Common Stock, par value $0.01 per share

Name of each exchange on which registered New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ?

Yes ?

No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ?

Yes ?

No

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (?2 32.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S -K (?229 .405 of this chapter) is not contained herein, and will not be contained, to

the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ?

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

?

Non-accelerated filer

?

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 aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2018, (the last day of the registrant's most recently completed second fiscal quarter), was approximately $151.8 billion based on the last reported closing price of $65.92 per share as reported on the New York Stock Exchange on such date. For purposes of this computation, it is assumed that the shares of voting stock held by Directors and Officers would be deemed to be stock held by affiliates. Non-affiliated common stock outstanding at June 30, 2018, was 2,303,312,652 shares.

Total DowDuPont common stock outstanding at January 31, 2019 was 2,254,762,058 shares.

DOCUMENTS INCORPORATED BY REFERENCE Part III: Proxy Statement for the 2019 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K.

DowDuPont Inc.

ANNUAL REPORT ON FORM 10-K For the fiscal year ended December 31, 2018

TABLE OF CONTENTS

PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4.

Business. Risk Factors . Unresolved Staff Comments. Properties. Legal Proceedings . Mine Safety Disclosures.

PART II

Item 5.

Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Selected Financial Data. Management's Discussion and Analysis of Financial Condition and Results of Operations. Quantitative and Qualitative Disclosures About Market Risk. Financial Statements and Supplementary Data. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Controls and Procedures. Other Information.

PART III Item 10. Item 11. Item 12. Item 13. Item 14.

Directors, Executive Officers and Corporate Governance. Executive Compensation. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Certain Relationships and Related Transactions, and Director Independence. Principal Accounting Fees and Services.

PART IV Item 15. Item 16.

Exhibits, Financial Statement Schedules. Form 10-K Summary .

SIGNATURES

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35 37 38 85 88 200 201 203

204 204 204 204 204

205 207

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DowDuPont Inc.

PART I

ITEM 1. BUSINESS

THE COMPANY Throughout this Annual Report on Form 10-K, except as otherwise noted by the context, the terms "Company" or "DowDuPont" used herein mean DowDuPont Inc. and its consolidated subsidiaries. DowDuPont is a holding company comprised of The Dow Chemical Company ("Historical Dow") and E. I. du Pont de Nemours and Company ("Historical DuPont") with the intent to form strong, independent, publicly traded companies in the agriculture, materials science and specialty products sectors that will lead their respective industries through productive, science-based innovation to meet the needs of customers and help solve global challenges. DowDuPont is a Delaware corporation formed on December 9, 2015, for the purpose of effecting an all-stock merger of equals transactions between Historical Dow and Historical DuPont. Pursuant to the Agreement and Plan of Merger, dated December 11, 2015, as amended on March 31, 2017, Historical Dow and Historical DuPont each merged with subsidiaries of DowDuPont and, as a result, became subsidiaries of DowDuPont.

The Company's principal executive offices are located at:

c/o The Dow Chemical Company 2211 H.H. Dow Way Midland, Michigan 48674

c/o E. I. du Pont de Nemours and Company 974 Centre Road Wilmington, Delaware 19805

Available Information The Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge through the Investor Relations section of the Company's website ( investors

), as soon as reasonably practicable after the reports are electronically filed or furnished with the U.S. Securities and Exchange Commission ("SEC"). The SEC maintains a website that contains these reports as well as proxy statements and other information regarding issuers that file electronically. The SEC's website is at

. The Company's website and its content are not deemed incorporated by reference into this report.

THE INTENDED BUSINESS SEPARATIONS DowDuPont plans to separate into three, independent, publicly traded companies - one for each of its agriculture, materials science and specialty products businesses (the "Intended Business Separations" and the transactions to accomplish the Intended Business Separations, the "separations"). DowDuPont has formed two wholly owned subsidiaries: Dow Holdings Inc., to serve as a holding company for its materials science business, and Corteva, Inc., to serve as a holding company for its agriculture business.

In furtherance of the Intended Business Separations, DowDuPont is engaged in a series of internal reorganization and realignment steps (the "Internal Reorganization") to realign its businesses into three subgroups: agriculture, materials science and specialty products. As part of the Internal Reorganization, the assets and liabilities aligned with the materials science business will be transferred or conveyed to legal entities that will ultimately be subsidiaries of Dow Holdings Inc. and the assets and liabilities aligned with the agriculture business will be transferred or conveyed to legal entities that will ultimately be subsidiaries of Corteva, Inc.

Following the Internal Reorganization, DowDuPont expects to distribute its materials science and agriculture businesses through two separate U.S. federal tax-free spin-offs in which DowDuPont stockholders, at the time of such spin-offs, will receive a pro rata dividend of the shares of the capital stock of Dow Holdings Inc. and of Corteva, Inc., as applicable (the "distributions"). The materials science business, after the consummation of the applicable Internal Reorganization, will be referred to as "Dow" and the agriculture business, after the consummation of the applicable Internal Reorganization, will be referred to as "Corteva." Following the separation and distribution of Dow, which is targeted to occur on April 1, 2019, DowDuPont, as the remaining company, will continue to hold the agriculture and specialty products businesses. DowDuPont is then targeted to complete the separation and distribution of Corteva on June 1, 2019, resulting in DowDuPont holding the specialty products businesses of the combined Company. After the distribution of Corteva, it is expected that DowDuPont will become known as "DuPont."

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Prior to the distribution of Dow, DowDuPont intends to enter into a separation agreement with Corteva and Dow (the "separation agreement") setting forth the agreement among the parties regarding the principal actions to be taken in connection with the separations. Under the separation agreement, certain environmental and legal liabilities will be allocated among DuPont, Dow and Corteva. Those liabilities primarily related to DowDuPont's specialty products businesses, materials science business and agriculture business will generally be retained or assumed by DuPont, Dow and Corteva, respectively, unless otherwise specifically allocated.

With respect to environmental and legal liabilities from discontinued and/or divested operations and businesses, those of Historical Dow will be retained or assumed by Dow and those of Historical DuPont will be retained or assumed by Corteva or DuPont according to the terms of the separation agreement.

These liability allocations will be implemented through transfer or substitution, if possible, or indemnity.

In the fourth quarter of 2018, DowDuPont consummated a public underwritten offer of eight series of senior unsecured notes (the "DowDuPont Notes") in an aggregate principal amount of $12.7 billion. (See the discussion of the DowDuPont Notes in Liquidity and Capital Resources in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations).

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 by their nature address matters that are, to varying degrees, uncertain, including statements about the Intended Business Separations, the separations and distributions. Forward-looking statements, including those related to the DowDuPont's ability to complete, or to make any filing or take any other action required to be taken to complete, the separations and distributions, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements also involve risks and uncertainties, many of which are beyond DowDuPont's control. Some of the important factors that could cause DowDuPont's, Historical Dow's or Historical DuPont's actual results (including DowDuPont's agriculture business, materials science business or specialty products business as conducted by and through Historical Dow and Historical DuPont) to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) ability and costs to achieve all the expected benefits, including anticipated cost and growth synergies, from the integration of Historical Dow and Historical DuPont and the Intended Business Separations, (either directly or as conducted through Historical Dow and Historical DuPont); (ii) the incurrence of significant costs in connection with the integration of Historical Dow and Historical DuPont and the Intended Business Separations; (iii) risks outside the control of DowDuPont, Historical Dow and Historical DuPont which could impact the decision of the DowDuPont Board of Directors to proceed with the Intended Business Separations, including, among others, global economic conditions, instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile foreign currency exchange rates, tax considerations, a full or partial shutdown of the U.S. federal government, other challenges that could affect the global economy, specific market conditions in one or more of the industries of the businesses proposed to be separated, and changes in the regulatory or legal environment and the requirement to redeem $12.7 billion of DowDuPont notes if the Intended Business Separations are abandoned or delayed beyond May 1, 2020; (iv) potential liability arising from fraudulent conveyance and similar laws in connection with the separations and distributions; (v) disruptions or business uncertainty, including from the Intended Business Separations, could adversely impact DowDuPont's business (either directly or as conducted by and through Historical Dow or Historical DuPont), or financial performance and its ability to retain and hire key personnel; (vi) uncertainty as to the long-term value of DowDuPont common stock; (vii) potential inability to access the capital markets; and (viii) risks to DowDuPont's, Historical Dow's and Historical DuPont's business, operations and results of operations from: the availability of and fluctuations in the cost of feedstocks and energy; balance of supply and demand and the impact of balance on prices; failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including trade disputes and retaliatory actions; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for DowDuPont, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce DowDuPont's intellectual property rights; failure to effectively manage acquisitions,

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divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management's response to any of the aforementioned factors. These risks are and will be more fully discussed in DowDuPont's current, quarterly and annual reports and other filings made with the SEC as well as the preliminary registration statements on Form 10 of each of Dow and Corteva, in each case as may be amended from time to time in future filings with the SEC. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those 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 DowDuPont's, Historical Dow's, Historical DuPont's, Dow's or Corteva's consolidated financial condition, results of operations, credit rating or liquidity. 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" (Part I, Item 1A) of this annual report.

BUSINESS SEGMENTS AND PRODUCTS DowDuPont's worldwide operations are managed through global businesses, which are reported in eight reportable segments: Agriculture; Performance Materials & Coatings; Industrial Intermediates & Infrastructure; Packaging & Specialty Plastics; Electronics & Imaging; Nutrition & Biosciences; Transportation & Advanced Polymers; and, Safety & Construction. Corporate contains the reconciliation between the totals for the reportable segments and the Company's totals. See Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 24 to the Consolidated Financial Statements for additional information concerning the Company's operating segments.

AGRICULTURE The Agriculture segment leverages the Company's technology, customer relationships and industry knowledge to improve the quantity, quality and safety of the global food supply and the global agriculture industry. Land available for worldwide agricultural production is increasingly limited so production growth will need to be achieved principally through improving crop yields and productivity. The segment's two global businesses, Seed and Crop Protection, deliver a broad portfolio of products and services that are specifically targeted to achieve gains in crop yields and productivity, including well-established brands of seed products, crop chemicals, seed treatment, agronomy and digital services. Research and development ("R&D") focuses on leveraging germplasm and plant science technology to increase farmer productivity and to enhance the value of grains and oilseeds through improved seed traits, superior seed germplasm and effective use of crop protection solutions.

Seed Seed is a global leader in developing and supplying advanced plant genetic products and technologies. The Seed business is a global leader in developing, producing and marketing hybrid corn seed and soybean seed varieties, primarily under the Pioneer ? brand name, which improve the productivity and profitability of its customers. Additionally, the Seed business develops, produces and markets sunflowers, wheat, alfalfa, canola, cotton, rice and sorghum, as well as silage inoculants.

Crop

Protection Crop Protection serves the global agriculture industry with crop protection products for field crops such as wheat, corn, soybean, sunflower, canola/oilseed rape and rice, and specialty crops such as fruit, nut, vine, sugarcane, coffee and vegetables. Principle crop protection products are weed control, disease control and insect control offerings for foliar or soil application or as a seed treatment.

Merger Remedies - Historical Dow and Historical DuPont As a condition of regulatory approval for the Merger, in addition to other requirements, Historical Dow was required to divest a portion of Dow AgroSciences' Brazil Corn Seed business and Historical DuPont was required to divest certain assets related to its crop protection business and R&D organization, as discussed below.

Historical Dow Merger Remedy - Divestiture of a Portion of Dow AgroSciences' Brazil Corn Seed Business On July 11, 2017, Historical Dow announced it had entered into a definitive agreement with CITIC Agri Fund to sell a select portion of Dow AgroSciences' corn seed business in Brazil, including some corn seed production sites and research centers, a copy of Dow AgroSciences' Brazilian corn germplasm bank, certain commercial and pipeline hybrids, the MORGANTM trademark and a license to the DOW SEMENTESTM trademark for a certain period of time (the "DAS Divested Ag Business"). On November 30, 2017, the sale was completed. See Note 5 to the Consolidated Financial Statements for further information regarding the divestiture.

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