XML 46 R15.htm IDEA: XBRL DOCUMENT v3.19.3
Restructuring and Asset Related Charges
9 Months Ended
Sep. 30, 2019
Restructuring and Related Activities [Abstract]  
Restructuring and Related Activities Disclosure [Text Block] RESTRUCTURING AND ASSET RELATED CHARGES - NET

DowDuPont Agriculture Division Restructuring Program
From inception-to-date, the company has recorded total pre-tax restructuring charges of $83 million, comprised of $74 million of severance and related benefit costs and $9 million of asset related charges. For the nine months ended September 30, 2019, the company recorded a pre-tax benefit of $(1) million, recognized in restructuring and asset related charges - net in the company's Consolidated Statement of Operations, and no additional charges for the three months ended September 30, 2019. The charge for the nine months ended September 30, 2019 was comprised of a favorable adjustment of $(4) million to severance and related benefit costs related to the Crop Protection segment and asset related charges of $3 million related to the Seed segment. The actions related to this program are substantially complete.

Account balances and activity for the DowDuPont Agriculture Division Restructuring Program are summarized below:
(In millions)
Severance and Related Benefit Costs
Asset Related Charges
Total
Balance at December 31, 2018
$
77

$

$
77

(Benefits) charges to loss from continuing operations for the nine months ended September 30, 2019
(4
)
3

(1
)
Payments
(35
)

(35
)
Asset write-offs

(3
)
(3
)
Separation adjustment1
(6
)

(6
)
Balance at September 30, 2019
$
32

$

$
32


1. Adjustment reflects severance liabilities associated with DAS employees who were terminated by Dow prior to separation and were included within the
combined financial statements of Dow, but did not transfer to Corteva as part of the common control combination.

DowDuPont Cost Synergy Program
In September and November 2017, DowDuPont and EID approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the “Synergy Program”), adopted at the time by the DowDuPont Board of Directors. The Synergy Program was designed to integrate and optimize the organization following the Merger and in preparation for the Business Separations. The company recorded pre-tax restructuring charges of $866 million inception-to-date under the Synergy Program, consisting of severance and related benefit costs of $340 million, contract termination costs of $193 million, and asset write-downs and write-offs of $333 million. The company does not anticipate any additional material charges under the Synergy Program. Actions associated with the Synergy Program, including employee separations, are expected to be substantially complete by the end of 2019.

The Synergy Program (benefits) charges related to the segments, as well as corporate expenses, were as follows:

Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)
2019
2018
2019
2018
Seed
$
(7
)
$
64

$
66

$
147

Crop Protection
(1
)
30

28

42

Corporate expenses

15

20

151

Total
$
(8
)
$
109

$
114

$
340



The below is a summary of (benefits) charges incurred related to the Synergy Program for the three and nine months ended September 30, 2019 and 2018:

Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)
2019
2018
2019
2018
Severance and related benefit costs
$

$
20

$
14

$
157

Contract termination charges

9

69

46

Asset related (benefits) charges
(8
)
80

31

137

Total restructuring and asset related (benefits) charges - net
$
(8
)
$
109

$
114

$
340



Account balances and activity for the Synergy Program are summarized below:
(In millions)
Severance and Related Benefit Costs
Costs Associated with Exit and Disposal Activities1
Asset Related Charges
Total
Balance at December 31, 2018
$
154

$
61

$

$
215

Charges to loss from continuing operations for the nine months ended September 30, 2019
14

69

31

114

Payments
(101
)
(89
)
(1
)
(191
)
Asset write-offs


(30
)
(30
)
Balance at September 30, 2019
$
67

$
41

$

$
108


1. 
Relates primarily to contract terminations charges.

Asset Impairments
During the three months ended September 30, 2019, and in connection with strategic product and portfolio reviews, the company determined that the fair value of certain intangible assets classified as developed technology, other intangible assets and in-process research and development ("IPR&D") within the Seed segment that primarily relate to heritage DAS intangibles previously acquired from Cooperativa Central de Pesquisa Agrícola's ("Coodetec"), was less than the carrying value.  As a result, the company recorded a pre-tax, non-cash intangible asset impairment charge of $54 million ($41 million after-tax), which is reflected in restructuring and asset related charges - net, in the company's Consolidated Statements of Operations. Refer to Note 15 - Goodwill and Other Intangible Assets, and Note 23 - Fair Value Measurements, for further information.



During the three and nine months ended September 30, 2018, the company recognized an $85 million pre-tax ($66 million after-tax) non-cash impairment charge in restructuring and asset related charges - net in the company's Consolidated Statements of Operations related to certain IPR&D within the Seed segment. Refer to Note 15 - Goodwill and Other Intangible Assets, and Note 23 - Fair Value Measurements, for further information.

In addition, based on updated projections for the company’s investment in nonconsolidated affiliates in China related to the Seed segment, management determined the fair value of the investment in nonconsolidated affiliates was below the carrying value and has no expectation the fair value will recover due to the continuing unfavorable regulatory environment including lack of intellectual property protection, uncertain product registration timing, and limited freedom to operate. As a result, management concluded the impairment was other than temporary and recorded a non-cash impairment charge of $41 million in restructuring and asset related charges - net in the company's Consolidated Statements of Operations, none of which was tax-deductible, for the three and nine months ended September 30, 2018.