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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
November 1, 2018

DOWDUPONT INC.
(Exact name of registrant as specified in its charter)

	
			
Delaware
(State or other jurisdiction of
incorporation)	001-38196
(Commission file number)	81-1224539
(IRS 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	
(Name, address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.

On November 1, 2018, DowDuPont Inc. issued a press release and related presentation, attached as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference, announcing results for the third quarter of 2018.

The information contained in this report, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.	

		
99.1	Press release issued by DowDuPont Inc. on November 1, 2018, announcing results for the third quarter of 2018.	
99.2	DowDuPont Inc. 3Q18 Earnings Conference Call Presentation dated November 1, 2018.	

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 hereunto duly authorized.

DOWDUPONT INC.
Registrant
Date: November 1, 2018

	
					
By:	/s/ JEANMARIE F. DESMOND	 	By:	/s/ RONALD C. EDMONDS	
Name:	Jeanmarie F. Desmond	 	Name:	Ronald C. Edmonds	
Title:	Co-Controller	 	Title:	Co-Controller	
City:	Wilmington	 	City:	Midland	
State:	Delaware	 	State:	Michigan	

EXHIBIT INDEX

	
		
Exhibit No.	Description	
99.1	Press release issued by DowDuPont Inc. on November 1, 2018, announcing results for the third quarter of 2018.	
99.2	DowDuPont Inc. 3Q18 Earnings Conference Call Presentation dated November 1, 2018.	

Exhibit 99.1

DowDuPont Reports Third Quarter 2018 Results

•	GAAP EPS from Continuing Operations of $0.21; Adj. EPS Increases 35% to $0.74	
		
•	GAAP Net Income from Continuing Operations of $535MM; Op. EBITDA Up 19% to $3.8B	
		
•	Net Sales Up 10% to $20.1B; Volume and Local Price Gains in All Divisions and All Regions	
		
•	Announces New $3B Stock Buyback Program, Expected to be Complete by First Spin	
		
•	Increases Cost Synergy Target to $3.6B; Raises Expected YoY Savings to $1.5B	
		
•	Reaffirms FY18 Adj. EPS Guidance: Up Low-20s Percent	

Third Quarter Financial Highlights
		
•	GAAP earnings per share from continuing operations was $0.21. Adjusted earnings 1 per share increased 35 percent to $0.74, compared with pro forma adjusted earnings 1 per share in the year-ago period of $0.55. Adjusted earnings per share excludes significant items in the quarter totaling net charges of $0.42 per share and an $0.11 per share charge for DuPont amortization of intangible assets.	
		
•	Net sales increased 10 percent to $20.1 billion with gains in all divisions and all regions, from pro forma net sales of $18.3 billion in the year-ago period. Net sales grew double-digits in Asia Pacific and high single digits in all other regions.	
		
•	Volume grew 5 percent on a pro forma basis from the year-ago period, with gains in all divisions and all regions, led by double-digit growth in Asia Pacific and Latin America.	
		
•	Local price rose 5 percent on a pro forma basis, with gains in all divisions and all regions.	
		
•	Operating EBITDA 1 increased 19 percent on a pro forma basis from the year-ago period to $3.8 billion. Operating EBITDA drivers in the quarter included local price and volume gains, cost synergies and lower pension/OPEB costs 2 , which more than offset the impact of higher raw material costs and a headwind from currency.	
		
•	DowDuPont achieved cost synergy savings of more than $450 million in the quarter, and since merger close has now delivered more than $1.3 billion of cumulative savings. The Company also delivered a cost synergy run-rate of greater than $2.5 billion in the quarter, exceeding its Year 1 cost synergy run-rate target of 75 percent of the $3.3 billion.	
		
•	DowDuPont is announcing today a new share repurchase program of $3 billion, which it expects to complete by the first intended spin. In addition, the Company is increasing its cost synergy commitment to $3.6 billion from $3.3 billion and increasing the expected 2018 year-over-year savings to $1.5 billion from $1.4 billion.	
		
•	Cash flow from operations was a use of cash of $0.3 billion and included discretionary pension contributions of approximately $2.2 billion. Excluding these discretionary contributions, cash flow from operations would have been $1.9 billion.	
		
•	The Company returned nearly $2 billion to shareholders in the quarter through dividends ($0.9 billion) and share repurchases ($1 billion). Since merger close, DowDuPont has returned $7.5 billion to shareholders.	

		
(1)	Adjusted earnings per share, Pro forma adjusted earnings per share, Operating EBITDA and Pro forma operating EBITDA are non-GAAP measures. See page 9 for further discussion. Third quarter 2017 information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X.	
		
(2)	Pension/OPEB (other post-employment benefit plans) costs include all components of net periodic benefit cost from continuing operations.	

1

CEO Quote
“Our teams generated strong gains in volume, price and operating EBITDA by continuing to execute our growth strategy, capture cost synergies and drive productivity improvements,” said Ed Breen, chief executive officer of DowDuPont. “Organic sales rose 10 percent, equally driven by volume and local price as customer demand remained strong. We delivered our year-over-year cost synergies and we are again raising our target, now to $3.6 billion. We are also reaffirming our full year 2018 EPS guidance provided in August with our second quarter earnings announcement. Each division is performing well, and we remain on track to complete the intended separations, beginning with Materials Science on April 1, followed by Agriculture and Specialty Products on June 1.”

Third Quarter Division Highlights

Materials Science

•	Net sales increased 13 percent to $12.4 billion versus pro forma net sales in the year-ago period, with double-digit gains in all segments and increases in all regions.	
		
•	Volume grew 6 percent, with gains in most segments and all regions. Local price rose 7 percent, with gains in all segments and all regions.	
		
•	Operating EBITDA rose 8 percent to $2.5 billion versus pro forma operating EBITDA in the same quarter last year, with gains in most segments.	

Performance Materials & Coatings
Performance Materials & Coatings reported net sales of $2.5 billion, up 11 percent versus pro forma net sales of $2.2 billion in the year-ago period. The sales increase included double-digit gains in most regions. Local price increased 13 percent, with double-digit gains in all regions. Volume declined 1 percent versus the year-ago period, driven primarily by price/volume management in the Consumer Solutions business. Currency was a 1 percent headwind.

Consumer Solutions delivered double-digit sales growth due to local price gains in all regions and disciplined price/volume management in upstream silicone intermediate products and mix enrichment toward downstream products. Coatings & Performance Monomers also reported double-digit sales growth, driven by local price increases in all regions in response to higher raw material costs.

Operating EBITDA increased to $628 million, up 37 percent from pro forma operating EBITDA of $460 million in the year-ago period, primarily due to increased local pricing and cost and growth synergies that more than offset higher raw material costs.

Industrial Intermediates & Infrastructure
Industrial Intermediates & Infrastructure reported net sales of $3.8 billion, up 18 percent from pro forma net sales of $3.2 billion in the year-ago period, with growth in all regions and double-digit increases in Asia Pacific, United States & Canada, and Latin America. Volume grew 14 percent, with gains in all regions. Local price rose 5 percent, with gains in most regions, led by a double-digit increase in United States & Canada. Currency was a 1 percent headwind.

2

Polyurethanes & CAV delivered sales gains in all regions, driven by volume and local price gains in most regions, more than offsetting easing isocyanate prices. The volume increase was led by Asia Pacific and EMEA. Industrial Solutions reported double-digit sales growth, driven by volume and local price gains in all regions. Volume growth was led by gains in industrial specialties, with double-digit growth in intermediates for crop defense; energy heat management; and food and feed manufacturing. Volume gains in both Polyurethanes & CAV and Industrial Solutions were further supported by increased supply from the Sadara joint venture.

Operating EBITDA in the third quarter was $654 million, down 3 percent from pro forma operating EBITDA of $676 million in the year-ago period. Rising raw material costs, the easing of isocyanate margins, and an unplanned outage associated with an isocyanates facility on the U.S. Gulf Coast more than offset local price and volume gains, as well as cost synergies.

Equity earnings for the segment totaled $54 million, compared with pro forma equity earnings of $41 million in the year-ago period. The year-over-year growth was driven by higher monoethylene glycol (MEG) pricing that benefited the Kuwait joint ventures.

Packaging & Specialty Plastics
The Packaging & Specialty Plastics segment achieved net sales of $6.1 billion, up 11 percent from pro forma net sales of $5.5 billion in the year-ago period. Sales rose in all regions, with double-digit increases in EMEA, Asia Pacific, and United States & Canada. Local price rose 6 percent, with gains in all regions, led by a double-digit increase in EMEA. Volume grew 5 percent, with increases in all regions.

The Packaging and Specialty Plastics business grew volume, supported by higher demand in most regions and new capacity additions on the U.S. Gulf Coast. The business achieved volume gains across its key end-markets, led by industrial and consumer packaging and health and hygiene. The business also delivered double-digit growth in elastomers applications.

Operating EBITDA for the segment totaled $1.2 billion, up 4 percent from pro forma operating EBITDA of $1.1 billion in the year-ago period. Local price and volume gains, including increased supply from growth projects, lower commissioning and startup costs, increased equity earnings and cost synergies more than offset higher feedstock costs, notably on the U.S. Gulf Coast.

Equity earnings for the segment were $83 million, up from pro forma equity earnings of $66 million in the year-ago period. Growth was driven by higher equity earnings from the Kuwait joint ventures and improved Sadara results, which more than offset lower earnings from the Thai joint ventures.

Specialty Products

•	Net sales increased 8 percent to $5.7 billion versus pro forma net sales in the year-ago period, with gains in all regions and most segments.	
		
•	Volume grew 3 percent, local price rose 2 percent, and portfolio benefitted sales by 3 percent.	
		
•	Operating EBITDA grew 17 percent to $1.6 billion versus pro forma operating EBITDA in the same quarter last year, with gains in all segments.	

3

Electronics & Imaging 
Electronics & Imaging delivered net sales of $1.2 billion, flat with the year-ago period as volume growth of 1 percent was offset by a 1 percent decline in local price.

Volume growth in the segment was led by continued strength in semiconductor technologies and double-digit gains in display technologies. Increased semiconductor content in end-use applications drove strong demand in both chemical mechanical planarization (CMP) and advanced packaging market segments. Growth in displays was driven by strong demand in OLEDs. Partially offsetting this growth was a continued decline in photovoltaics on reduced demand for Tedlar ® film and Solamet ® paste resulting from revised incentive policies in China.

Operating EBITDA for the segment was $412 million, about flat with the year-ago period. Cost synergies, volume growth, and lower pension/OPEB costs were offset by higher raw material costs, higher costs due to growth investments and lower equity earnings. 

Nutrition & Biosciences
The Nutrition & Biosciences segment reported net sales of $1.7 billion, up 14 percent from pro forma net sales of $1.5 billion in the year-ago period. The increase was due to an 11 percent net benefit from portfolio, 3 percent from volume and 1 percent from local price. Currency was a 1 percent headwind. The net positive impact from portfolio-related actions was due to the acquisition of FMC’s Health & Nutrition business.

Volume gains in the segment were led by Nutrition & Health on continued growth in probiotics and specialty proteins, primarily in Asia Pacific. In Industrial Biosciences, double-digit improvement in CleanTech, led by alkylation and acid equipment sales, and growth in bioactives in home and personal care was offset by declines in microbial control and biomaterials.

Operating EBITDA for the segment was $414 million, up 33 percent from pro forma operating EBITDA of $312 million in the year-ago period driven by a portfolio benefit, cost synergies, volume growth and lower pension/OPEB costs.

Transportation & Advanced Polymers
Transportation & Advanced Polymers reported net sales of $1.4 billion, up 8 percent from pro forma net sales of $1.3 billion in the year-ago period. Organic sales increased 9 percent with strength in both price and volume. Currency was a 1 percent headwind.

Volume gains of 3 percent reflected increases across all key end-markets, including strong demand in automotive, electronics and aerospace. Volume was up in all regions, led by growth in United States & Canada and Asia Pacific.

Local price increased 6 percent, mainly within engineering polymers, reflecting tight polymer supply and higher feedstock costs.

Operating EBITDA for the segment totaled $430 million, an increase of 32 percent from pro forma operating EBITDA of $325 million in the year-ago period. Higher local selling price, volume gains, lower pension/OPEB costs, and cost synergies contributed to the improvement, partly offset by higher raw material costs.

4

Safety & Construction
The Safety & Construction segment reported net sales of $1.4 billion, up 7 percent from pro forma net sales of $1.3 billion in the year-ago period. Organic sales increased 8 percent driven by strong volume growth and improved pricing, offset by a 1 percent currency headwind.     

Volume gains of 6 percent were driven by broad-based growth across industrial, life and personal protection, and medical packaging end-markets, resulting in strong volume growth in aramids, Tyvek® protective materials and water solutions, partially offset by softness in construction in the U.S. residential market. Regional volume growth was led by increases in U.S. & Canada and Asia Pacific.

Local price increased 2 percent led by Kevlar® high-strength materials and Corian® Design.

Operating EBITDA for the segment totaled $389 million, an increase of 10 percent from pro forma operating EBITDA of $353 million in the year-ago period. Cost synergies and productivity, lower pension/OPEB costs and volume gains more than offset the impact of higher raw material and freight costs and the absence of prior year one-time gains.

Agriculture

•	Net sales of $1.95 billion increased 2 percent from pro forma net sales of $1.91 billion in the year-ago period, driven by both volume gains and higher local price in Latin America.	
		
•	Organic sales rose 11 percent, as volume rose 8 percent while local price grew 3 percent. Currency decreased sales 6 percent while portfolio subtracted 3 percent.	
		
•	Operating EBITDA improved by $135 million, to a seasonal loss of $104 million versus a pro forma operating EBITDA loss of $239 million in the prior-year period.	

Volume growth primarily reflected new product launches including Picoxy-based disease management crop protection products, and seed applied technologies in Latin America; growth from Pyraxalt TM , a new insecticide in Asia Pacific; and gains from corn seeds, partially driven by an early start to the selling season in Latin America. Price increases were driven by crop protection in Latin America amid currency pressures. The portfolio impact reflected inclusion of one month of the Brazil corn remedy in last year’s quarter.

Within the segment, Crop Protection organic sales grew 17 percent and Seed organic sales increased 1 percent. Crop Protection growth reflected volume and price gains in Latin America and Asia Pacific, partly offset by volume declines in United States & Canada. Seed sales increased on volume growth, partially driven by an early start to the selling season in Latin America.

Operating EBITDA improvement reflected cost synergies, sales gains, lower performance-based compensation and lower pension/OPEB costs, partly offset by higher raw material costs and increased spending to continue advancing the new product pipeline.

5

Outlook

“Global demand for our products remains strong, supported by solid fundamentals, including business investment, manufacturing output, job growth and wage increases,” said Howard Ungerleider, chief financial officer of DowDuPont. “Going forward, we remain well positioned to continue to drive top-line gains from above-GDP demand growth for our products and new product launches, while further delivering productivity and cost synergy savings.”

Conference Call
The Company will host a live webcast of its third quarter earnings conference call with investors to discuss its results, business outlook and other matters today at 8:00 a.m. ET. The slide presentation that accompanies the conference call will be posted on the DowDuPont Investor Relations events and presentations page . A replay of the webcast will also be available on the investor events and presentations page of www.dow-dupont.com .  

About DowDuPont™
DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow Chemical Company and DuPont with the intent to form strong, independent, publicly traded companies in 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. For more information, please visit us at www.dow-dupont.com.

Contact Information:

		
 	 	
Investors:
Jennifer Driscoll
jen.driscoll@dupont.com
+1 302-774-4994	
Neal Sheorey
nrsheorey@dow.com
+1 989-636-6347	
 	 	
Lori Koch
lori.d.koch@dupont.com
+1 302-774-4994	 	
 	 	
Media
Rachelle Schikorra
ryschikorra@dow.com
+1 989-638-4090	Dan Turner
daniel.a.turner@dupont.com
+1 302-996-8372	

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

6

On December 11, 2015, The Dow Chemical Company (“Dow”) and E. I. du Pont de Nemours and Company (“DuPont”) entered into an Agreement and Plan of Merger, as amended on March 31, 2017, (the “Merger Agreement”) under which the companies would combine in an all-stock merger of equals transaction (the “Merger”). Effective August 31, 2017, the Merger was completed and each of Dow and DuPont became subsidiaries of DowDuPont.

Forward-looking statements by their nature address matters that are, to varying degrees, uncertain, including the intended separation, subject to approval of the DowDuPont’s Board of Directors and customary closing conditions, of DowDuPont’s agriculture, materials science and specialty products businesses in one or more tax-efficient transactions on anticipated terms (the “Intended Business Separations”). Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the DowDuPont’s control. Some of the important factors that could cause DowDuPont’s, Dow’s or DuPont’s actual results (including DowDuPont’s agriculture business, materials science business or specialty products business as conducted by and through Dow and DuPont) to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) costs to achieve and achieving the successful integration of the respective agriculture, materials science and specialty products businesses of DowDuPont (either directly or as conducted through Dow and DuPont, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) costs to achieve and achievement of the anticipated synergies by the combined agriculture, materials science and specialty products businesses; (iii) risks associated with the Intended Business Separations, associated costs, disruptions in the financial markets or other potential barriers; (iv) disruptions or business uncertainty, including from the Intended Business Separations, could adversely impact DowDuPont’s business (either directly or as conducted by and through Dow or DuPont), or financial performance and its ability to retain and hire key personnel; (v) uncertainty as to the long-term value of DowDuPont common stock; and (vi) risks to DowDuPont’s, Dow’s and 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 the DowDuPont, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce the DowDuPont’s intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks are and will be more fully discussed in the current, quarterly and annual reports filed with the U. S. Securities and Exchange Commission by DowDuPont as well as the preliminary registration statements on Form 10, in each case as amended from time to time, of each of Dow Holding Inc. and Corteva, Inc., 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, Dow’s, DuPont’s, Dow Holding Inc.’s or Corteva Inc.’s consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Dow, DuPont Dow Holding Inc. or Corteva, Inc. assumes any obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. 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 the 2017 annual reports on Form 10-K of each of DowDuPont, Dow and DuPont and as set forth in the preliminary registration statements on Form 10, in each case as amended from time to time, of each of Dow Holdings Inc. and Corteva, Inc.
Discussion of segment revenue, operating EBITDA and price/volume metrics on a divisional basis for Agriculture is based on the results of the Agriculture segment; for Materials Science is based on the combined results of the Performance Materials & Coatings, Industrial & Infrastructure, and Packaging & Specialty Plastics segments; and for Specialty Products is based on the combined results of the Electronics & Imaging, Nutrition & Biosciences, Transportation & Advanced Polymers, and Safety & Construction segments. The segment disclosures have been presented in this manner for informational purposes only and should not be viewed as an indication of each division’s current or future operating results on a standalone basis assuming completion of the Intended Business Separations.

The Dow Diamond, DuPont Oval logo, DuPont™, the DowDuPont logo and all products, unless otherwise noted, denoted with ™, ℠ or ® are trademarks, service marks or registered trademarks of The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc. or their affiliates.

7

Merger of Equals
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 (the "Merger Agreement"), The Dow Chemical Company ("Dow") and E. I. du Pont de Nemours & Company ("DuPont") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont" or the "Company") and, as a result, Dow and DuPont became subsidiaries of DowDuPont Inc. (the "Merger"). Dow was determined to be the accounting acquirer in the Merger and, as a result, the historical financial statements of Dow, prepared under U.S. generally accepted accounting principles ("U.S. GAAP"), for the periods prior to the Merger are considered to be the historical financial statements of DowDuPont.

Unaudited Pro Forma Financial Information
In order to provide the most meaningful comparison of results of operations and results by segment, supplemental unaudited pro forma financial information has been included in the following financial schedules. The unaudited pro forma financial information is based on the historical consolidated financial statements and accompanying notes of both Dow and DuPont and has been prepared to illustrate the effects of the Merger, assuming the Merger had been consummated on January 1, 2016. For the three and nine months ended September 30, 2017, pro forma adjustments have been made for (1) the preliminary purchase accounting impact, (2) accounting policy alignment, (3) the elimination of the effect of events that are directly attributable to the Merger Agreement (e.g., one-time transaction costs), (4) the elimination of the impact of transactions between Dow and DuPont, and (5) the elimination of the effect of consummated divestitures agreed to with certain regulatory agencies as a condition of approval for the Merger. The unaudited pro forma financial information was based on and should be read in conjunction with the separate historical financial statements and accompanying notes contained in each of the Dow and DuPont Quarterly Reports on Form 10-Q for the quarter ended September 30, 2017. The pro forma financial information was prepared in accordance with Article 11 of Regulation S-X. The results for the three and nine months ended September 30, 2018, are presented on a U.S. GAAP basis.

The unaudited pro forma financial information has been presented for informational purposes only and is not necessarily indicative of what DowDuPont's results of operations actually would have been had the Merger been completed as of January 1, 2016, nor is it indicative of the future operating results of DowDuPont. The unaudited pro forma information does not reflect restructuring or integration activities or other costs following the Merger that may be incurred to achieve cost or growth synergies of DowDuPont and does not reflect measurement period adjustments subsequent to the Merger. For further information on the unaudited pro forma financial information, please refer to the Company's Current Report on Form 8-K dated October 26, 2017.

Non-GAAP Financial Measures
This earnings release includes information that does not conform to U.S. GAAP and are considered non-GAAP measures. These measures include the Company's pro forma consolidated results and pro forma earnings per share on an adjusted basis. Management uses these measures internally for planning, forecasting and evaluating the performance of the Company's segments, including allocating resources. DowDuPont's management believes that these non-GAAP measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year-over-year results. These non-GAAP measures supplement the Company's U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Non-GAAP measures included in this release are defined below. Reconciliations for these non-GAAP measures to U.S. GAAP are provided in the Selected Financial Information and Non-GAAP Measures starting on page 14. DowDuPont does not provide forward-looking U.S. GAAP financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most comparable U.S. GAAP financial measures on a forward-looking basis because the Company is unable to predict with reasonable certainty the ultimate outcome of pending litigation, unusual gains and losses, foreign currency exchange gains or losses and potential future asset impairments, as well as discrete taxable events, without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP results for the guidance period.

Adjusted earnings per share is defined as "Earnings per common share from continuing operations - diluted" excluding the after-tax impact of significant items and the after-tax impact of amortization expense associated with DuPont's intangible assets. Pro forma adjusted earnings per share is defined as "Pro Forma earnings per common share from continuing operations - diluted" excluding the after-tax impact of pro forma significant items and the after-tax impact of pro forma amortization expense associated with DuPont's intangible assets. Although amortization of DuPont's intangible assets is excluded from these non-GAAP measures, management believes it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in amortization of additional intangible assets.

8

Operating EBITDA is defined as earnings (i.e., "Income from continuing operations before income taxes") before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of significant items. Pro forma operating EBITDA is defined as pro forma earnings (i.e., "Pro Forma income from continuing operations before income taxes") before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of significant items.

Discussion of segment revenue, operating EBITDA and price/volume metrics on a divisional basis for Agriculture is based on the results of the Agriculture segment; for Materials Science is based on the combined results of the Performance Materials & Coatings segment, the Industrial Intermediates & Infrastructure segment and the Packaging & Specialty Plastics segment; and for Specialty Products is based on the combined results of the Electronics & Imaging segment, the Nutrition & Biosciences segment, the Transportation & Advanced Polymers segment and the Safety & Construction segment. The Corporate segment is not included in the division metrics. The segment disclosures have been presented in this manner for informational purposes only and should not be viewed as an indication of each division’s current or future operating results on a standalone basis assuming completion of the Intended Business Separations.

9

DowDuPont Inc.
Consolidated Statements of Income

	
													
In millions, except per share amounts (Unaudited)	Three Months Ended	Nine Months Ended	
	Sep 30, 2018	Sep 30, 2017	Sep 30, 2018	Sep 30, 2017	
Net sales	$	20,123		$	15,354		$	65,878		$	42,418		
Cost of sales	15,477		12,186		49,766		33,141		
Research and development expenses	740		528		2,311		1,355		
Selling, general and administrative expenses	1,496		1,001		5,143		2,480		
Amortization of intangibles	462		244		1,424		556		
Restructuring and asset related charges - net	290		179		741		166		
Integration and separation costs	666		354		1,681		599		
Equity in earnings of nonconsolidated affiliates	178		152		685		402		
Sundry income (expense) - net	47		394		340		272		
Interest expense and amortization of debt discount	362		283		1,072		728		
Income from continuing operations before income taxes	855		1,125		4,765		4,067		
Provision for income taxes on continuing operations	320		571		1,274		1,239		
Income from continuing operations, net of tax	535		554		3,491		2,828		
Loss from discontinued operations, net of tax	—		(20	)	(5	)	(20	)	
Net income	535		534		3,486		2,808		
Net income attributable to noncontrolling interests	38		20		117		85		
Net income available for DowDuPont Inc. common stockholders	$	497		$	514		$	3,369		$	2,723		
 	 	 	 	 	
Per common share data:	 	 	 	 	
Earnings per common share from continuing operations - basic	$	0.22		$	0.33		$	1.45		$	2.05		
Loss per common share from discontinued operations - basic	—		(0.01	)	—		(0.01	)	
Earnings per common share - basic	$	0.22		$	0.32		$	1.45		$	2.04		
Earnings per common share from continuing operations - diluted	$	0.21		$	0.33		$	1.44		$	2.02		
Loss per common share from discontinued operations - diluted	—		(0.01	)	—		(0.01	)	
Earnings per common share - diluted	$	0.21		$	0.32		$	1.44		$	2.01		
 	 	 	 	 	
Dividends declared per share of common stock	$	—		$	0.46		$	1.14		$	1.38		
Weighted-average common shares outstanding - basic	2,296.2		1,577.8		2,307.3		1,330.7		
Weighted-average common shares outstanding - diluted	2,311.3		1,595.3		2,323.1		1,348.8		
Note: The consolidated statements of income for the three and nine months ended September 30, 2018, reflect the results of Dow and DuPont and the consolidated statements of income for the three and nine months ended September 30, 2017 , reflect the results of Dow and the results of DuPont for the period beginning on and after September 1, 2017.

10

DowDuPont Inc.
Consolidated Balance Sheets

	
							
In millions, except per share amounts (Unaudited)	Sep 30, 2018	Dec 31, 2017	
Assets	 	 	
Current Assets	 	 	
Cash and cash equivalents (variable interest entities restricted - 2018: $133; 2017: $107)	$	6,939		$	13,438		
Marketable securities	370		956		
Accounts and notes receivable:			
  Trade (net of allowance for doubtful receivables - 2018: $168; 2017: $127)	14,542		11,314		
  Other	5,006		5,579		
Inventories	16,441		16,992		
Other current assets	2,107		1,614		
Total current assets	45,405		49,893		
Investments			
Investment in nonconsolidated affiliates	5,234		5,336		
Other investments (investments carried at fair value - 2018: $1,874; 2017: $1,512)	2,712		2,564		
Noncurrent receivables	526		680		
Total investments	8,472		8,580		
Property			
Property	74,305		73,304		
Less accumulated depreciation	39,077		37,057		
Net property (variable interest entities restricted - 2018: $769; 2017: $907)	35,228		36,247		
Other Assets			
Goodwill	59,362		59,527		
Other intangible assets (net of accumulated amortization - 2018: $6,915; 2017: $5,550)	31,508		33,274		
Deferred income tax assets	1,642		1,869		
Deferred charges and other assets	2,836		2,774		
Total other assets	95,348		97,444		
Total Assets	$	184,453		$	192,164		
Liabilities and Equity	 	 	
Current Liabilities	 	 	
Notes payable	$	4,757		$	1,948		
Long-term debt due within one year	3,118		2,067		
Accounts payable:			
  Trade	8,631		9,134		
  Other	4,321		3,727		
Income taxes payable	701		843		
Accrued and other current liabilities	6,152		8,409		
Total current liabilities	27,680		26,128		
Long-Term Debt (variable interest entities nonrecourse - 2018: $148; 2017: $249)	27,293		30,056		
Other Noncurrent Liabilities			
Deferred income tax liabilities	5,908		6,266		
Pension and other postretirement benefits - noncurrent	15,288		18,581		
Asbestos-related liabilities - noncurrent	1,164		1,237		
Other noncurrent obligations	7,376		7,969		
Total other noncurrent liabilities	29,736		34,053		
Stockholders' Equity			
Common stock (authorized 5,000,000,000 shares of $0.01 par value each;
issued 2018: 2,351,801,548 shares; 2017: 2,341,455,518 shares)	24		23		
Additional paid-in capital	81,838		81,257		
Retained earnings	30,933		29,211		
Accumulated other comprehensive loss	(10,566	)	(8,972	)	
Unearned ESOP shares	(139	)	(189	)	
Treasury stock at cost (2018: 57,760,794 shares; 2017: 14,123,049 shares)	(4,000	)	(1,000	)	
DowDuPont's stockholders' equity	98,090		100,330		
Noncontrolling interests	1,654		1,597		
Total equity	99,744		101,927		
Total Liabilities and Equity	$	184,453		$	192,164		

11

DowDuPont Inc.
Pro Forma Consolidated Statements of Income

	
													
 	Three Months Ended	Nine Months Ended	
In millions, except per share amounts (Unaudited)	Sep 30, 2018	Sep 30, 2017	Sep 30, 2018	Sep 30, 2017	
	As Reported	Pro Forma	As Reported	Pro Forma	
Net sales	$	20,123		$	18,285		$	65,878		$	59,469		
Cost of sales 1	15,477		14,224		49,766		43,534		
Research and development expenses 1	740		791		2,311		2,360		
Selling, general and administrative expenses 1	1,496		1,572		5,143		5,151		
Amortization of intangibles	462		423		1,424		1,286		
Restructuring and asset related charges - net	290		180		741		479		
Integration and separation costs	666		459		1,681		997		
Equity in earnings of nonconsolidated affiliates	178		161		685		442		
Sundry income (expense) - net 1	47		188		340		(18	)	
Interest expense and amortization of debt discount	362		334		1,072		902		
Income from continuing operations before income taxes	855		651		4,765		5,184		
Provision for income taxes on continuing operations	320		392		1,274		1,113		
Income from continuing operations, net of tax	535		259		3,491		4,071		
Net income attributable to noncontrolling interests	38		27		117		112		
Net income from continuing operations available for DowDuPont Inc. common stockholders	$	497		$	232		$	3,374		$	3,959		
 	 	 	 	 	
Per common share data:	 	 	 	 	
Earnings per common share from continuing operations - basic	$	0.22		$	0.10		$	1.45		$	1.70		
Earnings per common share from continuing operations - diluted	$	0.21		$	0.10		$	1.44		$	1.68		
 	 		 		
Weighted-average common shares outstanding - basic	2,296.2		2,328.0		2,307.3		2,322.9		
Weighted-average common shares outstanding - diluted	2,311.3		2,349.7		2,323.1		2,346.2		
		
1.	Amounts shown in the pro forma consolidated statements of income for the three and nine months ended September 30, 2017 , have been updated from the Company's Current Report on Form 8-K dated October 26, 2017, to reflect reclassifications required under Accounting Standards Update 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," which was adopted on January 1, 2018 and required retrospective application.	

12

DowDuPont Inc.
Net Sales by Segment and Geographic Region

	
													
Net Sales by Segment and Geographic Region	Three Months Ended	Nine Months Ended	
 	Sep 30, 2018	Sep 30, 2017	Sep 30, 2018	Sep 30, 2017	
In millions (Unaudited)	As Reported	Pro Forma	As Reported	Pro Forma	
Agriculture	$	1,946		$	1,911		$	11,484		$	11,555		
Performance Materials & Coatings	2,476		2,227		7,379		6,558		
Industrial Intermediates & Infrastructure	3,821		3,226		11,421		9,086		
Packaging & Specialty Plastics	6,119		5,490		18,228		16,300		
Electronics & Imaging	1,195		1,197		3,551		3,582		
Nutrition & Biosciences	1,678		1,466		5,173		4,371		
Transportation & Advanced Polymers	1,408		1,299		4,301		3,834		
Safety & Construction	1,402		1,310		4,112		3,852		
Corporate	78		159		229		331		
Total	$	20,123		$	18,285		$	65,878		$	59,469		
U.S. & Canada	$	6,838		$	6,339		$	25,199		$	23,952		
EMEA 1	5,687		5,204		18,900		16,348		
Asia Pacific	5,096		4,440		15,284		13,013		
Latin America	2,502		2,302		6,495		6,156		
Total	$	20,123		$	18,285		$	65,878		$	59,469		

	
																					
Pro Forma Net Sales Variance by Segment, Geographic Region and Division	Three Months Ended Sep 30, 2018	Nine Months Ended Sep 30, 2018	
	Local Price & Product Mix	Currency	Volume	Portfolio / Other 2	Total	Local Price & Product Mix	Currency	Volume	Portfolio / Other 2	Total	
Percent change from prior year											
Agriculture	3	 %	(6	)%	8	 %	(3	)%	2	%	3	%	1	 %	(4	)%	(1	)%	(1	)%	
Performance Materials & Coatings	13		(1	)	(1	)	—		11		11		2		—		—		13		
Industrial Intermediates & Infrastructure	5		(1	)	14		—		18		8		2		16		—		26		
Packaging & Specialty Plastics	6		—		5		—		11		3		2		7		—		12		
Electronics & Imaging	(1	)	—		1		—		—		—		1		1		(3	)	(1	)	
Nutrition & Biosciences	1		(1	)	3		11		14		—		2		4		12		18		
Transportation & Advanced Polymers	6		(1	)	3		—		8		5		3		4		—		12		
Safety & Construction	2		(1	)	6		—		7		1		2		4		—		7		
Total	5	 %	(1	)%	5	 %	1	 %	10	%	4	%	2	 %	4	 %	1	 %	11	 %	
U.S. & Canada	5	 %	—	 %	2	 %	1	 %	8	%	3	%	—	 %	1	 %	1	 %	5	 %	
EMEA 1	7		(1	)	2		1		9		5		6		4		1		16		
Asia Pacific	4		(1	)	11		1		15		3		1		13		—		17		
Latin America	6		(5	)	10		(2	)	9		6		(2	)	2		—		6		
Total	5	 %	(1	)%	5	 %	1	 %	10	%	4	%	2	 %	4	 %	1	 %	11	 %	
Agriculture	3	 %	(6	)%	8	 %	(3	)%	2	%	3	%	1	 %	(4	)%	(1	)%	(1	)%	
Materials Science	7		—		6		—		13		6		2		8		—		16		
Specialty Products	2		—		3		3		8		2		2		3		3		10		
Total	5	 %	(1	)%	5	 %	1	 %	10	%	4	%	2	 %	4	 %	1	 %	11	 %	
		
1.	Europe, Middle East and Africa.	
		
2.	Pro forma net sales for Agriculture excludes sales related to the November 30, 2017, divestiture of a portion of Dow AgroSciences' corn seed business in Brazil for the period January 1, 2017 through August 31, 2017. Sales for the month of September 2017 are included in Portfolio/Other. Pro forma net sales for Packaging & Specialty Plastics excludes sales related to the September 1, 2017, divestiture of the global Ethylene Acrylic Acid ("EAA") copolymers and ionomers business for the period January 1, 2017 through August 31, 2017. Portfolio & Other includes sales for the acquisition of the H&N Business acquired on November 1, 2017, impacting Nutrition & Biosciences. Portfolio & Other also reflects the following divestitures: SKC Haas Display Films group of companies (divested June 30, 2017) and the authentication business (divested on January 6, 2017), both impacting Electronics & Imaging; and, the divestiture of the global food safety diagnostic business (divested February 28, 2017), impacting Nutrition & Biosciences.	

13

DowDuPont Inc.
Selected Financial Information and Non-GAAP Measures

	
													
Operating EBITDA by Segment 1	Three Months Ended	Nine Months Ended	
 	Sep 30, 2018	Sep 30, 2017	Sep 30, 2018	Sep 30, 2017	
In millions (Unaudited)	As Reported	Pro Forma	As Reported	Pro Forma	
Agriculture	$	(104	)	$	(239	)	$	2,472		$	2,387		
Performance Materials & Coatings	628		460		1,749		1,374		
Industrial Intermediates & Infrastructure	654		676		1,990		1,605		
Packaging & Specialty Plastics	1,191		1,147		3,822		3,424		
Electronics & Imaging	412		411		1,217		1,259		
Nutrition & Biosciences	414		312		1,265		944		
Transportation & Advanced Polymers	430		325		1,313		954		
Safety & Construction	389		353		1,084		908		
Corporate	(185	)	(224	)	(536	)	(627	)	
Total	$	3,829		$	3,221		$	14,376		$	12,228		
 	 	 	 	 	
Equity in Earnings (Losses) of Nonconsolidated Affiliates by Segment 2	Three Months Ended	Nine Months Ended	
	Sep 30, 2018	Sep 30, 2017	Sep 30, 2018	Sep 30, 2017	
In millions (Unaudited)	As Reported	Pro Forma	As Reported	Pro Forma	
Agriculture	$	(3	)	$	(12	)	$	(1	)	$	(9	)	
Performance Materials & Coatings	3		9		4		31		
Industrial Intermediates & Infrastructure	54		41		299		101		
Packaging & Specialty Plastics	83		66		250		135		
Electronics & Imaging	35		36		124		158		
Nutrition & Biosciences	4		5		12		16		
Transportation & Advanced Polymers	—		4		4		10		
Safety & Construction	6		4		19		15		
Corporate	(4	)	8		(26	)	(15	)	
Total	$	178		$	161		$	685		$	442		
 	 	 	 	 	
Reconciliation of "Income from continuing operations, net of tax" to "Operating EBITDA"	Three Months Ended	Nine Months Ended	
	Sep 30, 2018	Sep 30, 2017	Sep 30, 2018	Sep 30, 2017	
In millions (Unaudited)	As Reported	Pro Forma	As Reported	Pro Forma	
Income from continuing operations, net of tax	$	535		$	259		$	3,491		$	4,071		
+ Provision for income taxes on continuing operations	320		392		1,274		1,113		
Income from continuing operations before income taxes	$	855		$	651		$	4,765		$	5,184		
+ Depreciation and amortization	1,470		1,389		4,450		4,095		
- Interest income 3	38		65		144		169		
+ Interest expense and amortization of debt discount	362		334		1,072		902		
- Foreign exchange gains (losses), net 3, 4	(103	)	(123	)	(258	)	(378	)	
- Significant items 5	(1,077	)	(789	)	(3,975	)	(1,838	)	
Operating EBITDA 1	$	3,829		$	3,221		$	14,376		$	12,228		
		
1.	The Company uses Operating EBITDA (for the three and nine months ended September 30, 2018) and Pro Forma Operating EBITDA (for the three and nine months ended September 30, 2017), as its measure of profit/loss for segment reporting. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes”) before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of significant items. Pro Forma Operating EBITDA is defined as pro forma earnings (i.e., pro forma “Income from continuing operations before income taxes”) before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of adjusted significant items.	
		
2.	Does not exclude the impact of significant items.	
		
3.	Included in "Sundry income (expense) - net."	
		
4.	Excludes a $50 million pretax foreign exchange loss significant item related to adjustments to foreign currency exchange contracts for the change in the U.S. tax rate during the nine months ended September 30, 2018.	
		
5.	For the three and nine months ended September 30, 2017, significant items exclude the impact of one-time transaction costs directly attributable to the Merger and reflected in the pro forma adjustments.	

14

DowDuPont Inc.
Selected Financial Information and Non-GAAP Measures

	
											
Significant Items Impacting Results for the Three Months Ended Sep 30, 2018	
In millions, except per share amounts (Unaudited)	Pretax 1	Net Income 2	EPS 3	Income Statement Classification	
Reported results	$	855		$	497		$	0.21		 	
Less: Significant items	 	 	 	 	
Inventory step-up amortization	(109	)	(79	)	(0.03	)	Cost of sales	
Integration and separation costs	(666	)	(643	)	(0.28	)	Integration and separation costs	
Restructuring and asset related charges - net	(290	)	(235	)	(0.10	)	Restructuring and asset related charges - net	
Loss on change in joint venture ownership 4	(6	)	(6	)	—		Sundry income (expense) - net	
Loss on early extinguishment of debt	(6	)	(5	)	—		Sundry income (expense) - net	
Income tax related items 5	—		(12	)	(0.01	)	Provision for income taxes on continuing operations	
Total significant items	$	(1,077	)	$	(980	)	$	(0.42	)	 	
Less: DuPont amortization of intangibles	(310	)	(245	)	(0.11	)	Amortization of intangibles	
Adjusted results (non-GAAP)	$	2,242		$	1,722		$	0.74		 	

	
											
Significant Items Impacting Pro Forma Results for the Three Months Ended Sep 30, 2017	
In millions, except per share amounts (Unaudited)	Pretax 1	Net Income 2	EPS 3	Income Statement Classification	
Pro forma results	$	651		$	232		$	0.10		 	
Less: Significant items	 	 	 	 	
Inventory step-up amortization	(367	)	(298	)	(0.13	)	Cost of sales ($360 million); Equity in earnings of nonconsolidated affiliates ($7 million)	
Integration and separation costs	(459	)	(315	)	(0.14	)	Integration and separation costs	
Restructuring and asset related charges - net	(180	)	(125	)	(0.05	)	Restructuring and asset related charges - net	
Gain on divestiture 6	227		135		0.06		Sundry income (expense) - net	
Transaction costs and productivity actions	(10	)	(6	)	—		Cost of sales ($8 million);
Selling, general and administrative
expenses ($2 million)	
Income tax related items 7	—		(267	)	(0.11	)	Provision for income taxes on continuing operations	
Total significant items	$	(789	)	$	(876	)	$	(0.37	)	 	
Less: DuPont amortization of intangibles	(268	)	(183	)	(0.08	)	Amortization of intangibles	
Adjusted pro forma results (non-GAAP)	$	1,708		$	1,291		$	0.55		 	
1. "Income from continuing operations before income taxes" or pro forma "Income from continuing operations before income taxes."
2. "Net income available for DowDuPont Inc. common stockholders" excluding the impact of discontinued operations, or pro forma "Net income from continuing operations available for DowDuPont Inc. common stockholders." The income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
3. "Earnings per common share from continuing operations - diluted" or pro forma "Earnings per common share from continuing operations - diluted."
4. Reflects a pretax loss for post-closing adjustments related to the Dow Silicones ownership restructure.
5. Related to the effects of U.S. Tax Reform ($116 million benefit), a tax valuation allowance recorded against the net deferred tax asset position of a Brazilian legal entity ($75 million expense), a tax charge related to the elimination of a tax benefit resulting from DuPont’s third quarter 2018 principal U.S. pension plan discretionary contribution ($27 million expense) and a tax charge related to an internal legal entity restructuring associated with the Intended Business Separations ($26 million expense).
6. Pretax gain related to the sale of Dow's global EAA copolymers and ionomers business.
7. Related to changes in tax attributes resulting from the Merger, including a reduction in a deferred tax asset in Germany and the recognition of deferred tax gains in the United States.

15

DowDuPont Inc.
Selected Financial Information and Non-GAAP Measures

	
											
Significant Items Impacting Results for the Nine Months Ended Sep 30, 2018	
In millions, except per share amounts (Unaudited)	Pretax 1	Net Income 2	EPS 3	Income Statement Classification	
Reported results	$	4,765		$	3,374		$	1.44		 	
Less: Significant items	 	 	 	 	
Inventory step-up amortization	(1,494	)	(1,245	)	(0.53	)	Cost of sales	
Integration and separation costs	(1,681	)	(1,446	)	(0.62	)	Integration and separation costs	
Restructuring and asset related charges - net	(741	)	(590	)	(0.25	)	Restructuring and asset related charges - net	
Net loss on divestitures and change in joint venture ownership 4	(3	)	(8	)	—		Sundry income (expense) - net	
Loss on early extinguishment of debt	(6	)	(5	)	—		Sundry income (expense) - net	
Income tax related items 5	(50	)	(128	)	(0.06	)	Sundry income (expense) - net ($50 million);
Provision for income taxes on continuing operations ($78 million)	
Total significant items	$	(3,975	)	$	(3,422	)	$	(1.46	)	 	
Less: DuPont amortization of intangibles	(958	)	(757	)	(0.33	)	Amortization of intangibles	
Adjusted results (non-GAAP)	$	9,698		$	7,553		$	3.23		 	

	
											
Significant Items Impacting Pro Forma Results for the Nine Months Ended Sep 30, 2017	
In millions, except per share amounts (Unaudited)	Pretax 1	Net Income 2	EPS 3	Income Statement Classification	
Pro forma results	$	5,184		$	3,959		$	1.68		 	
Less: Significant items	 	 	 	 	
Inventory step-up amortization	(367	)	(298	)	(0.13	)	Cost of sales ($360 million); Equity in earnings of nonconsolidated affiliates ($7 million)	
Litigation related charges, awards and judgments 6	(332	)	(215	)	(0.08	)	Sundry income (expense) - net	
Integration and separation costs	(997	)	(677	)	(0.29	)	Integration and separation costs	
Restructuring and asset related charges - net	(480	)	(319	)	(0.13	)	Restructuring and asset related charges - net	
Gains on divestitures 7	396		226		0.10		Sundry income (expense) - net	
Transaction costs and productivity actions	(58	)	(37	)	(0.02	)	Cost of sales ($49 million);
Selling, general and administrative
expenses ($9 million)	
Income tax related items 8	—		(196	)	(0.09	)	Provision for income taxes on continuing operations	
Total significant items	$	(1,838	)	$	(1,516	)	$	(0.64	)	 	
Less: DuPont amortization of intangibles	(819	)	(558	)	(0.24	)	Amortization of intangibles	
Adjusted pro forma results (non-GAAP)	$	7,841		$	6,033		$	2.56		 	
1. "Income from continuing operations before income taxes" or pro forma "Income from continuing operations before income taxes."
2. "Net income available for DowDuPont Inc. common stockholders" excluding the impact of discontinued operations, or pro forma "Net income from continuing operations available for DowDuPont Inc. common stockholders." The income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
3. "Earnings per common share from continuing operations - diluted" or pro forma "Earnings per common share from continuing operations - diluted."
		
4.	Includes a $20 million pretax gain related to Dow's sale of its equity interest in MEGlobal, a $24 million pretax gain on Agriculture asset sales and a pretax loss of $47 million for post-closing adjustments related to the Dow Silicones ownership restructure.	
5. Includes a $38 million benefit related to the effects of U.S. Tax Reform, offset by a $50 million pretax foreign exchange loss ($38 million expense) related to adjustments to foreign currency exchange contracts for the change in the U.S. tax rate. Also includes a tax valuation allowance recorded against the net deferred tax asset position of a Brazilian legal entity ($75 million expense), a tax charge related to the elimination of a tax benefit resulting from DuPont’s third quarter 2018 principal U.S. pension plan discretionary contribution ($27 million expense) and a tax charge related to an internal legal entity restructuring associated with the Intended Business Separations ($26 million expense).
6. Reflects a pretax gain related to a Dow patent infringement matter with Nova Chemicals Corporation ($137 million) and a pretax charge for Dow AgroSciences' arbitration matter with Bayer CropScience ($469 million).
7. Reflects pretax gains of $227 million related to the sale of Dow's global EAA copolymers and ionomers business, $162 million related to the sale of DuPont's global food safety diagnostics business and $7 million related to post-closing adjustments on the 2015 split-off of Dow's chlorine value chain.
8. Related to changes in tax attributes resulting from the Merger, including a reduction in a deferred tax asset in Germany and the recognition of deferred tax gains in the United States (expense of $267 million); the elimination of a DuPont tax benefit recorded in 2016 due to DuPont's second quarter 2017 principal U.S. pension plan contribution (expense of $29 million); and a reduction in DuPont's unrecognized tax benefits and reversal of associated interest due to the closure of various tax statutes of limitations (benefit of $100 million).

16

Exhibit 99.2 DowDuPont 3Q18 Earnings Conference Call November 1, 2018

 

Third Quarter Highlights Financial Highlights – Sales grew 10% with increases in all divisions, all regions – Volume grew 5%, reflecting growth in all divisions, all regions – Local price rose 5% with improvement in all divisions, all regions – Operating EBITDA increased 19% – Adjusted EPS rose 35% to $0.74 Transaction Highlights – New $3B share buyback, expected to be completed before 1st spin – >$450MM of cost synergies in 3Q, >$1.3B since merger close – Increased cost synergy target by $300MM to $3.6B from $3.3B – Materials Science $130MM, Agriculture $70MM & Specialty Products $100MM – Raised expected YoY cost synergy savings to $1.5B from $1.4B – Announced the composition of the three future Boards of Directors – Filed the initial Forms 10 for new Dow and Corteva – Finalized and announced capital structures of the intended spins ©2018 DowDuPont. All rights reserved. 2

 

Progress to Spins & Key Activities  Delivered earnings growth each quarter since merger close Timing of  Increased cost synergy target to $3.6B; increased YoY savings to $1.5B  Achieved more than $1.3B in cost synergy savings since merger close Separations  Announced leadership for 3 intended spins Merger  Announced 10 new Advisory Committee members Close  Returned $7.5B to shareholders since merger close  Completed portfolio realignment, including Hemlock JV to New DuPont April 1, 2019 Thru  Exceeded 75% cost synergy run-rate by end of 3Q Today  Initial Forms 10: New Dow filed in Sep, amended in Oct; Corteva filed in Oct  Finalized and announced capital structure  Announced new $3B share buyback, bringing total planned buybacks to $7B  Announced Boards of Directors for the 3 intended spins June 1, 2019 . Investor events – November 7 and 8 . Finalize agreement terms (site services, raw material purchases, etc.) June 1, 2019 Remaining . Forms 10 made effective . Analyst & investor events Key . Equity roadshows Milestones . Complete IT systems and legal entity transitions . New Dow separates . Corteva separates; New DuPont formed ©2018 DowDuPont. All rights reserved. 3

 

Capital Structure Highlights Creating Three Strong Investment Grade Companies Year End 2019 Operating Target Rating(1) Adjusted Debt Key composition of adj. debt Cash . Retains heritage DuPont U.S. pension plans, OPEBs and (2) . certain non-U.S. pension plans (~$4B agency adjusted) A- $2B ~$4B Retires majority of heritage DuPont long-term financial . debt Meaningful intra-year debt supporting seasonality . . Issues new financial debt (~$16B) BBB+ $2B ~$17B Allocated non-U.S. pension plans(2) . Retains heritage Dow financial debt (~$16B after de- . leveraging) BBB $3B ~$28-31B(3) Retains heritage Dow pension plans(2) and OPEBs (~$7B . agency adjusted) . Operating leases (~$2B) Non consolidated subsidiary debt (~$4-7B(3)) Enables additional $3B share repurchase, targeting completion prior to first spin 1. Target rating (expressed using S&P nomenclature). 2. Except where legally required to transfer pension plan with employee. 3. Depending on rating agency methodology. ©2018 DowDuPont. All rights reserved. 4

 

Implementing Capital Structures with Additional Shareholder Returns ©2018 DowDuPont. All rights reserved. 5

 

3Q 2018 Financial Highlights1 Financial Performance Snapshot 3Q18 3Q17 B/(W) Net Sales ($MM) 20,123 18,285 1,838 + 10% Operating EBITDA ($MM) 3,829 3,221 608 + 19% GAAP EPS from Cont. Ops. ($/share) 0.21 0.33 (0.12) (36%) Adjusted EPS ($/share) 0.74 0.55 0.19 + 35% 3Q 2018 Pro Forma Adjusted EPS Variance Highlights • Cost Synergy Capture $0.74 • Volume & Local Price Gains $0.74 • Contribution from USGC Investments $0.55 $0.55 • Lower Pension & OPEB Costs Tax 3Q17 3Q18 Other • Polyethylene & Isocyanate Currency Margin Pressure Pension/OPEB Cost Cost Synergies Compression Compression PE & ISO Margin PE ISO& PE & ISO Margin PE ISO& HurricaneImpact • Currency Headwind Coreexcl. Growth USGC USGC Investments ©2018 DowDuPont. All rights reserved. 6 1. Prior year net sales and non-GAAP information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X.

 

FY18 Modeling Guidance Refer to slide 13 in Appendix for additional commentary on FY segment outlook Full Year Net Sales: ↗ high-single digits percent Full Year Adj. EPS: ↗ up low-twenties percent Division Outlook FY18 vs. FY171 Net Sales Op. EBITDA (incl. Equity Earnings) Agriculture Flat  Up mid-single digits percent Materials Science  Up low-teens percent  Up low-teens percent Specialty Products  Up high-single digits percent  Up high-teens percent FY Operational Tax Rate Corporate Segment Operating EBITDA ($720)MM – ($740)MM 20 – 22% (excl. EGL, DuPont Amort. & Sig. Items) D&A (includes the DuPont Amortization expense $5.9B – $5.95B DuPont Non-operating pension/OPEB $500MM – $525MM YoY below) (includes step-up D&A) (included in Op. EBITDA) benefit Net Interest Expense DuPont Amortization expense ~$1.25B pre-tax (net of Interest Income, which is reported in $1.25B – $1.30B Taxed at ~21% (this is added back while calculating Adj. EPS) Sundry Income/Expense line) FY18 Net Income attributable to non-controlling ~$160MM Share Count ~2,320MM Interests (reduced from net income) YoY Synergy Savings Realized in FY18: $1.5B 1. All FY17 numbers are on a pro forma basis 7 ©2018 DowDuPont. All rights reserved.

 

Materials Science Highlights Division Highlights 3Q18 3Q17 Division Sales Change Net Sales ($MM) 12,416 10,943 Vol +6% • Net sales up 13%; double-digit gains in all segments Local Price +7% • Volume growth and local price gains in all regions Op. EBITDAJen/Ann ($MM) 2,473 2,283 Currency – • Op. EBITDA up 8%; gains in most segments Op. EBITDA Margin 19.9% 20.9% Port./Other – Performance Materials & Coatings Industrial Intermediates & Infrastructure Packaging & Specialty Plastics • Net sales up 11%; Op. EBITDA up 37% • Net sales up 18%; Op. EBITDA • Net sales up 11%; Op. EBITDA up 4% • Consumer Solutions: double-digit sales down 3% • Sales up in all regions, double-digit growth led by local price gains in all • Polyurethanes & CAV: sales gains in all increases in EMEA, APAC and NA regions; price/volume management in regions led by double-digit volume • Demand growth led by industrial and upstream silicone intermediates growth; pricing gains in most regions consumer packaging, and health and • Coatings & Performance Monomers: • Industrial Solutions: double-digit sales hygiene applications double-digit sales growth on local price growth driven by volume and local price • Op. EBITDA up on volume growth and increases in all regions gains in all regions price increases, lower • Op. EBITDA up on local pricing, cost & • Increased Sadara supply drove volume, commissioning/startup costs and cost growth synergies, more than offsetting sales growth across segment synergies, more than offsetting higher higher raw material costs feedstock costs 3Q18 3Q17 3Q18 3Q17 3Q18 3Q17 Net Sales ($MM) 2,476 2,227 Net Sales ($MM) 3,821 3,226 Net Sales ($MM) 6,119 5,490 Op. EBITDA ($MM) 628 460 Op. EBITDA ($MM) 654 676 Op. EBITDA ($MM) 1,191 1,147 Op. EBITDA Margin 25.4% 20.7% Op. EBITDA Margin 17.1% 21.0% Op. EBITDA Margin 19.5% 20.9% YoY Sales Change: Vol -1%, YoY Sales Change: Vol +14%, YoY Sales Change: Vol +5%, Local Price +13%, Currency -1%, Port./Other – Local Price +5%, Currency -1%, Port./Other – Local Price +6%, Currency –, Port./Other – ©2018 DowDuPont. All rights reserved. 8 Prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X.

 

Specialty Products Highlights Division Highlights 3Q18 3Q17 Division Sales Change Net Sales ($MM) 5,683 5,272 Vol +3% • Volume gains delivered by all four segments and across all regions Local Price +2% Op. EBITDAJen/Ann ($MM) 1,645 1,401 Currency – • Op. EBITDA margin expanded by more than 235bps Op. EBITDA Margin 28.9% 26.6% Port./Other +3% Electronics & Imaging Nutrition & Biosciences Trans & Adv Polymers Safety & Construction • Volume growth led by • Volume growth led by N&H • Volume gains led by • Volume gains broad-based continued strength in semis on continued gains in increases in all key end across all key end markets & double-digit gains in probiotics & specialty markets including auto, including industrial, life & displays; partially offset by proteins aerospace & electronics. personal protection & medical packaging on growth continued declines in • In Industrial Biosciences, Gains in local price were in aramids, Tyvek® & water photovoltaics gains in CleanTech & driven by engineering solutions; partially offset by bioactives were offset by polymers amid tight supply • Op. EBITDA flat as cost softness in construction synergies, volume growth & declines in microbial control and higher feedstock costs lower pension/OPEB costs, & biomaterials • Op. EBITDA up 32% on • Op. EBITDA up 10% on cost synergies, lower were offset by higher raw • Op. EBITDA up 33% on a sales gains, lower pension/OPEB costs & material costs, higher costs portfolio benefit, cost pension/OPEB costs and volume gains; partly offset by due to growth investments & synergies, volume growth, cost synergies; partly offset higher costs & absence of lower equity earnings and lower pension/OPEB by higher raw materials prior year gains costs 3Q18 3Q17 3Q18 3Q17 3Q18 3Q17 3Q18 3Q17 Net Sales ($MM) 1,195 1,197 Net Sales ($MM) 1,678 1,466 Net Sales ($MM) 1,408 1,299 Net Sales ($MM) 1,402 1,310 Op. EBITDA ($MM) 412 411 Op. EBITDA ($MM) 414 312 Op. EBITDA ($MM) 430 325 Op. EBITDA ($MM) 389 353 Op. EBITDA Margin 34.5% 34.3% Op. EBITDA Margin 24.7% 21.3% Op. EBITDA Margin 30.5% 25.0% Op. EBITDA Margin 27.7% 26.9% YoY Sales change: Vol +1%, Local Price -1% YoY Sales change: Vol +3%, Local Price +1% YoY Sales change: Vol +3%, Local Price +6% YoY Sales change: Vol +6%, Local Price +2% Currency –, Port./Other – Currency -1%, Port./Other +11% Currency -1%, Port./Other – Currency -1%, Port./Other – ©2018 DowDuPont. All rights reserved. 9 Prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X.

 

Agriculture Highlights Third Quarter Results 3Q18 3Q17 • Crop Protection sales of $1.4B rose 10%, primarily due to new product launches Net Sales ($MM) 1,946 1,911 (including Picoxy-based products in LA as well as PyraxaltTM in AP), seed applied Op. EBITDA ($MM) (104) (239) technologies in LA and improved inventory levels. Drove price increases to offset Op. EBITDA Margin (5.3%) (12.5%) currency pressure. YoY Sales change: Vol +8%, Local Price +3% • Seed sales of $580MM decreased as volume gains, partially driven by an early start to Currency -6%, Port./Other -3% the selling season in LA, were more than offset by currency pressures, a portfolio impact and lower royalty income. Net Sales • Operating EBITDA was a seasonal loss of $104MM, an improvement of $135MM over 3Q YTD prior year. The operating EBITDA improvement reflected cost synergies, sales gains, lower performance-based compensation and reduced pension/OPEB costs, partly offset by higher raw material cost and spending to support new product launches. YTD 2018 Results • Net sales of $11.5B decreased 1% as higher local prices were more than offset by reduced volume due to lower expected planted area in North America and Brazil, and Seed Crop Protection lower sales in the Brazil safrinha season. Crop Protection sales rose 5% while Seed sales declined 4%. YTD18 YTD17 • Operating EBITDA of $2.5B increased 4% as cost synergies, lower pension/OPEB costs, and volume and local price gains in crop protection were partly offset by seed Net Sales ($MM) 11,484 11,555 sales declines and investments to support new product launches. Op. EBITDA ($MM) 2,472 2,387 Op. EBITDA Margin 21.5% 20.7% YoY Sales change: Vol -4%, Local Price +3% FY Outlook Currency +1%, Port./Other -1% • FY Sales expected to be flat as volume and price lift from new product launches are offset by lower planted area, unfavorable currency pressures and portfolio changes. • FY Op. EBITDA to increase by mid-single-digits percent, led by cost synergies, higher local price and lower pension/OPEB costs. ©2018 DowDuPont. All rights reserved. 10 Prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X.

 

 

Appendix

 

FY18 Segment Expectations Refer in conjunction with slide 7 Segments Key Sales and Operating EBITDA Outlook Drivers (FY18 vs. FY171) Full year sales projected to be flat with 2017 with price/mix gains and new products offset by lower planted area, currency Agriculture pressures and portfolio. Op. EBITDA is expected to grow by the mid-single digits percent, led by cost synergies, higher local price and lower pension/OPEB costs, partially offset by higher royalty expense in seeds and investments to launch new products. Performance Full year sales up low-teens percent on pricing momentum across key end-markets. Full year Op. EBITDA growth driven by pricing gains in upstream silicone intermediates, as well as cost & growth synergies. 4Q Op. EBITDA growth partly offset by slight Materials & Coatings tempering of global siloxane market after the recent run-up, and a $30MM - $40MM siloxanes turnaround impact. Full year sales up low-twenties percent on volume gains from Sadara supply ramp up and ongoing end-market demand strength. Industrial Full year Op. EBITDA expected to be up on solid core business growth and improved equity earnings. 4Q Op. EBITDA down on Intermediates & softening isocyanates pricing, from very high levels in the year-ago period (forecasted2 pMDI spread over benzene down >50% Infrastructure YoY). These headwinds are expected to be partly offset by cost synergies. 4Q18 equity earnings expected up slightly YoY, driven by MEG margins. YoY Sadara improvement will be modest as the JV laps full commercial operations and prepares for the LRT. Full year sales up high-single digits percent on USGC capacity additions and solid market demand. Full year Op. EBITDA growth driven by new USGC capacity, synergies and core business performance. 4Q Op. EBITDA down on higher feedstock costs as well as lower prices from the prior-year period, which benefitted from market tightness stemming from hurricane-related industry Packaging & outages. (4Q17 also included a one time asset sale of ~$50MM.) Forecasted2 4Q integrated PE margins down >50% in both the Specialty Plastics U.S. and Europe. Higher maintenance cost expected in 4Q18 with a planned maintenance pit-stop of a Canadian cracker ($30MM - $40MM higher cost YoY). 4Q18 equity earnings expected to be flat YoY at ~$60MM, as improvements from Sadara and the Kuwait JVs are offset by the Thailand JVs due to compressing naphtha margins. YoY Sadara improvement will be modest as the JV laps full commercial operations and prepares for the LRT. Sales expected to be about flat with year-ago period as volume growth will be offset by a negative impact from portfolio-related actions. Volume growth in semiconductor, interconnect solutions, and displays expected to be partially offset by declines in Electronics & Imaging photovoltaics. Op. EBITDA expected to increase as cost synergies, volume growth, lower pension/OPEB costs, and higher equity earnings are partially offset by higher raw materials, a prior-year one-time gain, and growth investments. Sales expected to increase due to benefits from portfolio-related actions (FMC acquisition), volume growth, higher local price and Nutrition & currency gains. Volume growth expected to be broad-based, led by probiotics, specialty proteins, pharma, and bioactives. Op. Biosciences EBITDA expected to grow due to benefits from portfolio, cost synergies, volume growth, and lower pension/OPEB costs partially offset by higher raw material costs. Sales expected to increase due to higher local pricing, volume and currency gains. Expected favorable price is driven by tight nylon Transportation & polymer supply. Expected volume growth is led by increased volume into vehicle lightweighting, electronics, and medical end Advanced Polymers markets. Op. EBITDA projected to increase on gains from lower pension/OPEB expense, higher local price, cost synergies, and volume gains partially offset by higher raw material costs. Sales expected to increase on higher volume, local price and currency gains. Volume growth is expected from all lines of business excluding U.S. residential construction markets which have softened in the second half. Op. EBITDA estimated to increase due to Safety & Construction lower pension/OPEB costs, cost synergies, higher volumes, and favorable currency partially offset by higher raw materials costs and the absence of prior-year gains. 1. FY17 on a pro forma basis 13 2. Source: Per latest industry forecast from IHS-Markit and ICIS ©2018 DowDuPont. All rights reserved.

 

Safe Harbor Statement Regulation G This presentation includes information that does not conform to U.S. GAAP and are considered non-GAAP measures. These measures include the Company's pro forma consolidated results and pro forma earnings per share on an adjusted basis, which excludes the after-tax impact of pro forma significant items and the after-tax impact of pro forma amortization expense associated with DuPont's intangible assets. Management uses these measures internally for planning, forecasting and evaluating the performance of the Company's segments, including allocating resources. DowDuPont's management believes that these non-GAAP measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year-over-year results. These non-GAAP measures supplement the Company's U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Reconciliations of non-GAAP measures to GAAP are provided in the financial schedules attached to the earnings news release and the Investor Relations section of the Company’s website. DowDuPont does not provide forward-looking GAAP financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most comparable GAAP financial measures on a forward- looking basis because the Company is unable to predict with reasonable certainty the ultimate outcome of pending litigation, unusual gains and losses, foreign currency exchange gains or losses, potential future asset impairments and purchase accounting fair value adjustments, as well as discrete taxable events, without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP results for the guidance period. Operating EBITDA is defined as earnings (i.e.,” Income from continuing operations before income taxes”) before interest, depreciation, amortization and foreign exchange gains (losses), excluding significant items. Pro forma Operating EBITDA is defined as pro forma earnings (i.e., pro forma “Income from continuing operations before income taxes”) before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of adjusted significant items. Adjusted EPS is defined as “Earnings per common share from continuing operations – diluted” excluding the after-tax impact of significant items and the after-tax impact of amortization expense associated with DuPont’s intangible assets. Pro forma Adjusted EPS is defined as “Pro forma earnings per common share from continuing operations – diluted” excluding the after-tax impact of pro forma significant items and the after-tax impact of pro forma amortization expense associated with DuPont’s intangible assets. Full year and prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X. Cautionary Statement About Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” and similar expressions and variations or negatives of these words. On December 11, 2015, The Dow Chemical Company (“Dow”) and E. I. du Pont de Nemours and Company (“DuPont”) entered into an Agreement and Plan of Merger, as amended on March 31, 2017, (the “Merger Agreement”) under which the companies would combine in an all-stock merger of equals transaction (the “Merger”). Effective August 31, 2017, the Merger was completed and each of Dow and DuPont became subsidiaries of DowDuPont. Forward-looking statements by their nature address matters that are, to varying degrees, uncertain, including the intended separation, subject to approval of the DowDuPont’s Board of Directors and customary closing conditions, of DowDuPont’s agriculture, materials science and specialty products businesses in one or more tax-efficient transactions on anticipated terms (the “Intended Business Separations”). Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the DowDuPont’s control. Some of the important factors that could cause DowDuPont’s, Dow’s or DuPont’s actual results (including DowDuPont’s agriculture business, materials science business or specialty products business as conducted by and through Dow and DuPont) to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) costs to achieve and achieving the successful integration of the respective agriculture, materials science and specialty products businesses of DowDuPont (either directly or as conducted through Dow and DuPont, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the ©2018 DowDuPont. All rights reserved. 14

 

Safe Harbor Statement, continued Forward-Looking Statements, continued combined operations; (ii) costs to achieve and achievement of the anticipated synergies by the combined agriculture, materials science and specialty products businesses; (iii) risks associated with the Intended Business Separations, associated costs, disruptions in the financial markets or other potential barriers; (iv) disruptions or business uncertainty, including from the Intended Business Separations, could adversely impact DowDuPont’s business (either directly or as conducted by and through Dow or DuPont), or financial performance and its ability to retain and hire key personnel; (v) uncertainty as to the long-term value of DowDuPont common stock; and (vi) risks to DowDuPont’s, Dow’s and 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 the DowDuPont, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce the DowDuPont’s intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks are and will be more fully discussed in the current, quarterly and annual reports filed with the U. S. Securities and Exchange Commission by DowDuPont as well as the preliminary registration statements on Form 10, in each case as amended from time to time, of each of Dow Holding Inc. and Corteva, Inc., 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, Dow’s, DuPont’s, Dow Holding Inc.’s or Corteva Inc.’s consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Dow, DuPont Dow Holding Inc. or Corteva, Inc. assumes any obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. 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 the 2017 annual reports on Form 10-K of each of DowDuPont, Dow and DuPont and as set forth in the preliminary registration statements on Form 10, in each case as amended from time to time, of each of Dow Holdings Inc. and Corteva, Inc. In order to provide the most meaningful comparison of results of operations and results by segment, supplemental unaudited pro forma financial information has been included in the following financial schedules. The unaudited pro forma financial information is based on the historical consolidated financial statements and accompanying notes of both Dow and DuPont and has been prepared to illustrate the effects of the Merger, assuming the Merger had been consummated on January 1, 2016. The results for the three months ended March 31, 2018, are presented on a U.S. GAAP basis. For all other periods presented, adjustments have been made for (1) the preliminary purchase accounting impact, (2) accounting policy alignment, (3) eliminate the effect of events that are directly attributable to the Merger Agreement (e.g., one-time transaction costs), (4) eliminate the impact of transactions between Dow and DuPont, and (5) eliminate the effect of consummated divestitures agreed to with certain regulatory agencies as a condition of approval for the Merger. The unaudited pro forma financial information was based on and should be read in conjunction with the separate historical financial statements and accompanying notes contained in each of the Dow and DuPont Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K for the applicable periods. The pro forma financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma financial information has been presented for informational purposes only and is not necessarily indicative of what DowDuPont's results of operations actually would have been had the Merger been completed as of January 1, 2016, nor is it indicative of the future operating results of DowDuPont. The unaudited pro forma financial information does not reflect any cost or growth synergies that DowDuPont may achieve as a result of the Merger, future costs to combine the operations of Dow and DuPont or the costs necessary to achieve any cost or growth synergies. ©2018 DowDuPont. All rights reserved. 15

 

Safe Harbor Statement, continued Forward-Looking Statements, continued Discussion of segment revenue, operating EBITDA and price/volume metrics on a divisional basis for Agriculture is based on the results of the Agriculture segment; for Materials Science is based on the combined results of the Performance Materials & Coatings, Industrial & Infrastructure, and Packaging & Specialty Plastics segments; and for Specialty Products is based on the combined results of the Electronics & Imaging, Nutrition & Biosciences, Transportation & Advanced Polymers, and Safety & Construction segments. The segment disclosures have been presented in this manner for informational purposes only and should not be viewed as an indication of each division’s current or future operating results on a standalone basis assuming completion of the Intended Business Separations. The Dow Diamond, DuPont Oval logo, DuPont™, the DowDuPont logo and all products, unless otherwise noted, denoted with ™, ℠ or ® are trademarks, service marks or registered trademarks of The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc. or their affiliates. ©2018 DowDuPont. All rights reserved. 16