United states securities and exchange commission


Restructuring, Goodwill Impairment and Asset Related Charges - Net



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Restructuring, Goodwill Impairment and Asset Related Charges - Net

DowDuPont Cost Synergy Program

The activities related to the DowDuPont Cost Synergy Program ("Synergy Program") are expected to result in additional cash expenditures of approximately $1,175 million to $1,315 million , primarily by the end of 2019, consisting of severance and related benefit costs and costs associated with exit and disposal activities, including environmental remediation (see Note 5 to the Consolidated Financial Statements). The Synergy Program includes certain asset actions, including strategic decisions regarding the cellulosic biofuel business reflected in the preliminary fair value measurement of DuPont’s assets as of the Merger date. Current estimated total pretax restructuring charges could be impacted by future adjustments to the preliminary fair value of DuPont’s assets. The Company expects to incur additional costs in the future related to its restructuring activities. Future costs are expected to include demolition costs related to closed facilities and restructuring plan implementation costs; these costs will be recognized as incurred. The Company also expects to incur additional employee-related costs, including involuntary termination benefits, related to its other optimization activities. These costs cannot be reasonably estimated at this time.


Restructuring Plans Initiated Prior to Merger

The activities related to Dow's 2016 restructuring plan are expected to result in additional cash expenditures of approximately $70 million, primarily through June 30, 2018, consisting of severance and related benefit costs and costs associated with exit and disposal activities, including environmental remediation (see Note 5 to the Consolidated Financial Statements).

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Table of Contents


Contractual Obligations

The following table summarizes the Subsidiaries' contractual obligations, commercial commitments and expected cash requirements for interest at December 31, 2017 . Additional information related to these obligations can be found in Notes 15 , 16 and 19 to the Consolidated Financial Statements.
























































Contractual Obligations

Payments Due In

In millions

2018

2019-2020

2021-2022

2023 & Beyond

Total

Long-term debt obligations 1

$

2,038




$

13,776




$

4,577




$

11,585




$

31,976




Expected cash requirements for interest 2

1,387




2,055




1,404




7,622




12,468




Pension and other postretirement benefits

1,082




1,740




2,534




13,728




19,084




Operating leases

614




903




630




1,186




3,333




Purchase obligations 3

3,790




5,394




4,284




7,120




20,588




Other noncurrent obligations 4

471




1,931




1,086




2,443




5,931




Total contractual obligations

$

9,382




$

25,799




$

14,515




$

43,684




$

93,380










1.

Excludes unamortized debt discount and issuance costs of $346 million and unamortized debt step-up premium of $492 million . Includes capital lease obligations of $287 million . Assumes the option to extend the DCC Term Loan facility will be exercised.







2.

Cash requirements for interest on long-term debt was calculated using current interest rates at December 31, 2017 and includes $5,163 million of various floating rate notes.







3.

Includes take-or-pay and throughput obligations, outstanding purchase orders and other commitments greater than $1 million obtained through a survey conducted by the Subsidiaries.







4.

Includes liabilities related to asbestos litigation, environmental remediation, legal settlements and other noncurrent liabilities. The table also includes future payments under DuPont Pioneer license agreements of $1,173 million on an undiscounted basis ( $1,079 million on a discounted basis). The table excludes uncertain tax positions due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities and deferred tax liabilities as it is impractical to determine whether there will be a cash impact related to these liabilities. The table also excludes deferred revenue as it does not represent future cash requirements arising from contractual payment obligations.

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