United states securities and exchange commission

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Significant Items by Segment for 2015				Agri-culture			Perf. Materials & Coatings			Ind. Interm. & Infrast.			Pack. & Spec. Plastics			Elect. & Imaging			Nutrition & Biosciences			Transp. & Adv. Polymers			Safety & Const.			Corp.			Total
In millions
Gains on sales of businesses/entities 1				$	—		$	—		$	3,409		$	317		$	—		$	—		$	—		$	—		$	550		$	4,276
Gain on Univation step acquisition 2				—			—			—			349			—			—			—			—			—			349
Integration and separation costs 3				—			—			—			—			—			—			—			—			(23		)	(23		)
Joint venture actions 4				—			20			—			—			—			—			—			—			(56		)	(36		)
Loss on early extinguishment of debt 5				—			—			—			—			—			—			—			—			(8		)	(8		)
Restructuring, goodwill impairment and asset related charges - net 6				(16		)	(80		)	—			(69		)	(51		)	(16		)	—			(33		)	(294		)	(559		)
Transaction costs and productivity actions 7				—			—			—			—			—			—			—			—			(171		)	(171		)
Total				$	(16	)	$	(60	)	$	3,409		$	597		$	(51	)	$	(16	)	$	—		$	(33	)	$	(2	)	$	3,828
1.	Includes a pretax gain of $2,233 million on the October 5, 2015, split-off of Dow's chlorine value chain to Olin. See Note 6 for additional information. Also includes pretax gains from the sale of Dow's equity interest in MEGlobal to EQUATE ( $723 million ) and the divestitures of ANGUS ( $682 million ), AgroFresh ( $618 million ) and SBH ( $20 million ). See Note 4 for additional information.
2.		Includes a pretax gain related to the step acquisition of Univation, previously a 50 :50 joint venture ( $361 million ) and a pretax loss related to the fair value step-up of inventories assumed in the step acquisition ( $12 million ). See Note 3 for additional information.
3.		Integration and separation costs related to the Merger and the ownership restructure of Dow Corning.
4.		Includes actions taken by Dow's joint ventures including: a $20 million pretax gain related to Dow Corning's adjustment of its implant liability, a $29 million charge related to AgroFresh Solutions' fair value step-up of its inventories and start-up costs, and a $27 million charge related to Sadara's write-off of design engineering work for an Epoxy plant.
5.			Includes a pretax loss on the early extinguishment of debt.
6.	Includes Dow restructuring activities. See Note 5 for additional information. Also includes pretax charges for asset impairments and related costs, including the shutdown of manufacturing assets and facilities in the Safety & Construction and Packaging & Specialty Plastics businesses; the abandonment of certain capital projects in the Safety & Construction and Coatings & Performance Monomers businesses; and, the impairment of an equity method investment aligned with the Coatings & Performance Monomers business.
7.		Includes implementation costs associated with Dow's restructuring programs and other productivity actions.

 

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NOTE 25 - SELECTED QUARTERLY FINANCIAL DATA

Selected Quarterly Financial Data				2017 1
In millions, except per share amounts (Unaudited)				First			Second			Third			Fourth			Year
Net Sales				$	13,230		$	13,834		$	15,354		$	20,066		$	62,484
Gross margin 2				$	3,033		$	3,071		$	3,184		$	2,782		$	12,070
Restructuring, goodwill impairment and asset related charges, net 3				$	(1	)	$	(12	)	$	179		$	3,114		$	3,280
Integration and separation costs				$	109		$	136		$	354		$	502		$	1,101
Income (loss) from continuing operations, net of tax 4				$	915		$	1,359		$	554		$	(1,159	)	$	1,669
Net income (loss) attributable to DowDuPont Inc.				$	888		$	1,321		$	514		$	(1,263	)	$	1,460
Earnings (loss) per common share from continuing operations - basic 5				$	0.74		$	1.08		$	0.33		$	(0.52	)	$	0.97
Earnings (loss) per common share from continuing operations - diluted 5, 6				$	0.72		$	1.07		$	0.33		$	(0.52	)	$	0.95
Dividends declared per share of common stock				$	0.46		$	0.46		$	0.46		$	0.38		$	1.76
Market price range of common stock:
High				$	65.00		$	65.26		$	70.41		$	73.32		$	73.32
Low				$	57.09		$	60.20		$	63.11		$	68.57		$	57.09
				2016 1
In millions, except per share amounts (Unaudited)				First			Second			Third			Fourth			Year
Net Sales				$	10,703		$	11,952		$	12,483		$	13,020		$	48,158
Gross margin 2				$	2,752		$	2,677		$	2,643		$	2,446		$	10,518
Restructuring, goodwill impairment and asset related charges, net 3				$	(2	)	$	454		$	—		$	143		$	595
Integration and separation costs				$	34		$	67		$	127		$	121		$	349
Asbestos-related charge				$	—		$	—		$	—		$	1,113		$	1,113
Income from continuing operations, net of tax 7				$	275		$	3,227		$	818		$	84		$	4,404
Net income attributable to DowDuPont Inc.				$	254		$	3,208		$	804		$	52		$	4,318
Earnings (loss) per common share from continuing operations - basic 5, 8				$	0.15		$	2.79		$	0.64		$	(0.03	)	$	3.57
Earnings (loss) per common share from continuing operations - diluted 5, 6, 9				$	0.15		$	2.61		$	0.63		$	(0.03	)	$	3.52
Dividends declared per share of common stock				$	0.46		$	0.46		$	0.46		$	0.46		$	1.84
Market price range of common stock:
High				$	52.23		$	53.98		$	54.59		$	59.33		$	59.33
Low				$	40.26		$	47.75		$	47.51		$	51.60		$	40.26
1.	The Merger closed on August 31, 2017. Financial information for 2017 reflects the results of Dow for all periods presented and the results of DuPont beginning on and after September 1, 2017.
2.		Previously reported amounts have been updated for reclassifications made to "Integration and separation costs."
3.			See Note 5 for additional information.
4.	See Notes 3 , 7 , 8 , 13 , 16 and 19 for additional information on items materially impacting "Income (loss) from continuing operations, net of tax." The fourth quarter of 2017 included: the effects of The Act, enacted on December 22, 2017; Merger-related amortization of the fair value step-up of inventories; a gain related to the DAS Divested Ag Business; and a charge related to payment of plan obligations to certain participants of a Dow U.S. non-qualified pension plan. The third quarter of 2017 included a gain related to the sale of Dow's EAA Business and Merger-related amortization of the fair value step-up of inventories. The second quarter of 2017 included a gain related to the Nova patent infringement award. The first quarter of 2017 included a loss related to the Bayer CropScience arbitration matter.
5.	Due to quarterly changes in the share count and the allocation of income to participating securities, the sum of the four quarters does not equal the earnings per share amount calculated for the year.
6.	"Earnings (loss) per common share - diluted" for the three-month periods ended December 31, 2017 and 2016, was calculated using "Weighted average common shares outstanding - basic" due to a net loss reported in the period.
7.		The second quarter of 2016 was impacted by the gain related to the Dow Corning ownership restructure. See Note 3 for further information.
8.	On December 30, 2016, Dow converted 4 million shares of Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into 96.8 million shares of Dow's common stock. As a result, the basic share count reflects a two-day averaging effect for the three- and twelve-month periods ended December 31, 2016.
9.	For the quarter ended June 30, 2016, an assumed conversion of Dow's Preferred Stock into shares of Dow's common stock was included in the calculation of earnings per common share - diluted. The assumed conversion of Dow's Preferred Stock was considered antidilutive for all other periods. See Note 9 for additional information.

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NOTE 26 - SUBSEQUENT EVENTS

DuPont Repurchase Facility

In February 2018, DuPont entered into a new committed receivable repurchase facility of up to $1,300 million (the "2018 Repurchase Facility") which expires in December 2018. Under the 2018 Repurchase Facility, DuPont may sell a portfolio of available and eligible outstanding customer notes receivables within the Agriculture segment to participating institutions and simultaneously agree to repurchase at a future date. The 2018 Repurchase Facility is considered a secured borrowing with the customer notes receivables, inclusive of those that are sold and repurchased, equal to 105 percent of the outstanding amounts borrowed utilized as collateral. Borrowings under the 2018 Repurchase Facility will have an interest rate of LIBOR plus 0.75 percent .

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

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ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Disclosure Committee and the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to paragraph (b) of Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were 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.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control framework and processes are designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that:

•	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and
•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, any system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements.

Management assessed the effectiveness of the Company’s internal control over financial reporting and concluded that, as of December 31, 2017 , such internal control is effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013).
The Company’s independent auditors, Deloitte & Touche LLP , with direct access to the Company’s Board of Directors through its Audit Committee, have audited the consolidated financial statements prepared by the Company. Their report on the consolidated financial statements is included in Part II, Item 8. Financial Statements and Supplementary Data. Deloitte & Touche LLP’s report on the Company’s internal control over financial reporting is referenced therein and included herein. As described in their report, the effectiveness of E. I. du Pont de Nemours and Company's internal control over financial reporting was audited by other auditors whose report has been furnished to Deloitte & Touche LLP , and their opinion, insofar as it relates to the effectiveness of DuPont's internal control over financial reporting, is based solely on the report of the other auditors.
February 15, 2018

/s/ EDWARD D. BREEN				/s/ HOWARD I. UNGERLEIDER
Edward D. Breen				Howard I. Ungerleider
Chief Executive Officer				Chief Financial Officer
/s/ JEANMARIE F. DESMOND				/s/ RONALD C. EDMONDS
Jeanmarie F. Desmond				Ronald C. Edmonds
Co-Controller, Wilmington, Delaware				Co-Controller, Midland, Michigan

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of DowDuPont Inc.
Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of DowDuPont Inc. and subsidiaries (the "Company") as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, based on our audit and the report of the other auditors, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We did not audit the effectiveness of internal control over financial reporting of E. I. du Pont de Nemours and Company (“DuPont”), a wholly owned subsidiary of the Company, whose financial statements reflect total assets of $112,964 million as of December 31, 2017 and total revenues of $7,053 million for the period from August 31, 2017 (date of the merger) to December 31, 2017. The effectiveness of DuPont’s internal control over financial reporting was audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the effectiveness of DuPont’s internal control over financial reporting, is based solely on the report of the other auditors.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017 of the Company and the financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 15, 2018, expressed an unqualified opinion on those financial statements and financial statement schedule based on our audit and the report of the other auditors and included an explanatory paragraph regarding a change in accounting policy related to asbestos-related defense and processing costs and an emphasis of a matter paragraph regarding the merger of The Dow Chemical Company and DuPont.
Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit and the audit of the other auditors provide a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

Midland, Michigan

February 15, 2018