UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended March 31, ~~2015~~2016



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

Commission File Number 1-815

E. I. du Pont de Nemours and Company

(Exact Name of Registrant as Specified in Its Charter)



Delaware		51-0014090
(State or other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

~~1007 Market Street,~~974 Centre Road, Wilmington, Delaware ~~19898~~19805

(Address of Principal Executive Offices)

(302) 774-1000

(Registrant’s Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files.) Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large Accelerated Filer x		Accelerated Filer o

Non-Accelerated Filer o		Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x

The Registrant had ~~905,237,000~~873,512,000 shares (excludes 87,041,000 shares of treasury stock) of common stock, $0.30 par value, outstanding at April 15, ~~2015.~~2016.

Table of Contents

E. I. DU PONT DE NEMOURS AND COMPANY

Table of Contents

The terms “DuPont” or the “company” as used herein refer to E. I. du Pont de Nemours and Company and its consolidated subsidiaries, or to E. I. du Pont de Nemours and Company, as the context may indicate.



			Page
Part I	Financial Information

Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Income Statements		3
	Consolidated Statements of Comprehensive Income		4
	Condensed Consolidated Balance Sheets		5
	Condensed Consolidated Statements of Cash Flows		6
	Notes to the Consolidated Financial Statements
	Note 1.	Summary of Significant Accounting Policies	7
	Note 2.	~~Divestitures and Other Transactions~~Proposed Merger with Dow Chemical	8
	Note 3.	~~Employee Separation / Asset Related Charges, Net~~Divestitures and Other Transactions	89
	Note 4.	~~Other Income,~~Employee Separation / Asset Related Charges, Net	911
	Note 5.	Other Income, ~~Taxes~~Net	912
	Note 6.	Income Taxes	13
	Note 7.	Earnings Per Share of Common Stock	10
	~~Note 7.~~	~~Inventories~~	1013
	Note 8.	~~Other Intangible Assets~~Inventories	1113
	Note 9.	~~Commitments and Contingent Liabilities~~Other Intangible Assets	1214
	Note 10.	~~Stockholders’ Equity~~Short-Term and Long-Term Borrowings	1415
	Note 11.	~~Financial Instruments~~Commitments and Contingent Liabilities	1615
	Note 12.	~~Long-Term Employee Benefits~~Stockholders’ Equity	2118
	Note 13.	Financial Instruments	20
	Note 14.	Long-Term Employee Benefits	25
	Note 15.	Segment Information	2226

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2328
	Cautionary Statements About Forward-Looking Statements		2328
	Recent Developments		2330
	Results of Operations		2531
	Recent Accounting Pronouncements		2633
	Segment Reviews		2734
	Liquidity & Capital Resources		2936
	Contractual Obligations		3038

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3038
Item 4.	Controls and Procedures		3139

Part II	Other Information

Item 1.	Legal Proceedings		3240
Item 1A.	Risk Factors		3240
Item 2.5.	~~Unregistered Sales of Equity Securities and Use of Proceeds: Issuer Purchases of Equity~~Other Information		33
~~Item 4.~~	~~Mine Safety Disclosures~~		3341
Item 6.	Exhibits		3342
Signature			3443
Exhibit Index			3544

~~Table of Contents~~

PART I. FINANCIAL INFORMATION


Item 1.	CONSOLIDATED FINANCIAL STATEMENTS

E. I. du Pont de Nemours and Company

Consolidated Income Statements (Unaudited)

(Dollars in millions, except per share)


	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2015		2014		2016			2015
Net sales	$	9,172	$	10,128	$	7,405		$	7,837
Other income, net	198		17
Total	9,370		10,145
Cost of goods sold	5,553		6,000		4,242			4,516
Other operating charges	283		286		185			148
Selling, general and administrative expenses	1,312		1,436		1,128			1,220
Research and development expense	499		518		418			479
Other income, net					(372		)	(199		)
Interest expense	84		103		92			84
Employee separation / asset related charges, net	38		—		77			38
Total	7,769		8,343
Income before income taxes	1,601		1,802
Provision for income taxes	566		357
Income from continuing operations before income taxes					1,635			1,551
Provision for income taxes on continuing operations					406			530
Income from continuing operations after income taxes					1,229			1,021
Income from discontinued operations after income taxes					3			14
Net income	1,035		1,445		1,232			1,035
Less: Net income attributable to noncontrolling interests	4		6		6			4
Net income attributable to DuPont	$	1,031	$	1,439	$	1,226		$	1,031
Basic earnings per share of common stock:
Basic earnings per share of common stock from continuing operations					$	1.40		$	1.12
Basic earnings per share of common stock from discontinued operations					—			0.01
Basic earnings per share of common stock	$	1.13	$	1.56	$	1.40		$	1.13
Diluted earnings per share of common stock:
Diluted earnings per share of common stock from continuing operations					$	1.39		$	1.11
Diluted earnings per shares of common stock from discontinued operations					—			0.01
Diluted earnings per share of common stock	$	1.13	$	1.54	$	1.39		$	1.13
Dividends per share of common stock	$	0.47	$	0.45	$	0.38		$	0.47

See Notes to the Consolidated Financial Statements beginning on page 7.

~~Table of Contents~~

E. I. du Pont de Nemours and Company

Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in millions, except per share)


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2015			2014			2016			2015
Net income	$	1,035		$	1,445		$	1,232		$	1,035
Other comprehensive (loss) income, before tax:
Other comprehensive loss, before tax:
Cumulative translation adjustment	(1,189		)	(72		)	170			(1,189		)
Net revaluation and clearance of cash flow hedges to earnings:
Additions and revaluations of derivatives designated as cash flow hedges	(22		)	38			16			(22		)
Clearance of hedge results to earnings	7			18			11			7
Net revaluation and clearance of cash flow hedges to earnings	(15		)	56			27			(15		)
Pension benefit plans:
Net (loss) gain	(4		)	1
Net loss							(1,191		)	(4		)
Effect of foreign exchange rates	100			—			1			100
Reclassifications to net income:
Amortization of prior service (benefit) cost	(2		)	1
Amortization of loss	209			149
Settlement loss	5			—
Pension benefit plans, net	308			151
Other benefit plans:
Reclassifications to net income:
Amortization of prior service benefit	(52		)	(53		)	(2		)	(2		)
Amortization of loss	19			14			172			209
Curtailment / settlement loss							50			5
Pension benefit plans, net							(970		)	308
Other benefit plans:
Net loss							(124		)	—
Reclassifications to net income:
Amortization of prior service benefit							(39		)	(52		)
Amortization of loss							17			19
Curtailment gain							(30		)	—
Other benefit plans, net	(33		)	(39		)	(176		)	(33		)
Other comprehensive (loss) income, before tax	(929		)	96
Income tax expense related to items of other comprehensive income	(86		)	(57		)
Other comprehensive (loss) income, net of tax	(1,015		)	39
Net unrealized loss on securities							(8		)	—
Other comprehensive loss, before tax							(957		)	(929		)
Income tax benefit (expense) related to items of other comprehensive loss							402			(86		)
Other comprehensive loss, net of tax							(555		)	(1,015		)
Comprehensive income	20			1,484			677			20
Less: Comprehensive income attributable to noncontrolling interests	4			6			6			4
Comprehensive income attributable to DuPont	$	16		$	1,478		$	671		$	16

See Notes to the Consolidated Financial Statements beginning on page 7.

~~Table of Contents~~

E. I. du Pont de Nemours and Company

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in millions, except per share)


	March 31, 2015			December 31, 2014			March 31, 2016			December 31, 2015
Assets
Current assets
Cash and cash equivalents	$	3,622		$	6,910		$	4,166		$	5,300
Marketable securities	125			124			623			906
Accounts and notes receivable, net	7,651			6,005			6,917			4,643
Inventories	7,051			7,841			5,482			6,140
Prepaid expenses	366			279			677			398
Deferred income taxes	504			589
Total current assets	19,319			21,748			17,865			17,387
Property, plant and equipment, net of accumulated depreciation (March 31, 2015 - $20,057; December 31, 2014 - $19,942)	12,873			13,386
Property, plant and equipment, net of accumulated depreciation (March 31, 2016 - $14,621; December 31, 2015 - $14,346)							9,649			9,784
Goodwill	4,365			4,529			4,256			4,248
Other intangible assets	4,307			4,580			4,071			4,144
Investment in affiliates	929			886			689			688
Deferred income taxes	3,244			3,349			4,142			3,799
Other assets	1,138			1,096			1,129			1,116
Total	$	46,175		$	49,574		$	41,801		$	41,166
Liabilities and Equity
Current liabilities
Accounts payable	$	3,706		$	4,822		$	2,773		$	3,398
Short-term borrowings and capital lease obligations	1,621			1,423			1,625			1,165
Income taxes	654			547			171			173
Other accrued liabilities	4,751			5,848			4,386			5,580
Total current liabilities	10,732			12,640			8,955			10,316
Long-term borrowings and capital lease obligations	8,763			9,271			8,126			7,642
Other liabilities	13,329			13,819			13,700			12,591
Deferred income taxes	489			466			422			417
Total liabilities	33,313			36,196			31,203			30,966
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock	237			237			237			237
Common stock, $0.30 par value; 1,800,000,000 shares authorized; Issued at March 31, 2015 - 992,224,000; December 31, 2014 - 992,020,000	298			298
Common stock, $0.30 par value; 1,800,000,000 shares authorized; Issued at March 31, 2016 - 960,450,000; December 31, 2015 - 958,388,000							288			288
Additional paid-in capital	11,311			11,174			11,140			11,081
Reinvested earnings	17,405			17,045			15,400			14,510
Accumulated other comprehensive loss	(9,722		)	(8,707		)	(9,951		)	(9,396		)
Common stock held in treasury, at cost (87,041,000 shares at March 31, 2015 and December 31, 2014)	(6,727		)	(6,727		)
Common stock held in treasury, at cost (87,041,000 shares at March 31, 2016 and December 31, 2015)							(6,727		)	(6,727		)
Total DuPont stockholders’ equity	12,802			13,320			10,387			9,993
Noncontrolling interests	60			58			211			207
Total equity	12,862			13,378			10,598			10,200
Total	$	46,175		$	49,574		$	41,801		$	41,166

See Notes to the Consolidated Financial Statements beginning on page 7.

~~Table of Contents~~

E. I. du Pont de Nemours and Company

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in millions)


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2015			2014			2016			2015
Operating activities
Net income	$	1,035		$	1,445		$	1,232		$	1,035
Adjustments to reconcile net income to cash used for operating activities:
Depreciation	306			312			238			306
Amortization of intangible assets	140			125			122			140
Net periodic pension benefit cost	147			100			146			147
Contributions to pension plans	(124		)	(101		)	(88		)	(124		)
Gain on sale of businesses and other assets							(374		)	—
Other operating activities - net	(2		)	212			258			(1		)
Change in operating assets and liabilities - net	(3,625		)	(4,514		)	(3,378		)	(3,626		)
Cash used for operating activities	(2,123		)	(2,421		)	(1,844		)	(2,123		)
Investing activities
Purchases of property, plant and equipment	(565		)	(320		)	(357		)	(565		)
Investments in affiliates	(45		)	(22		)	(1		)	(45		)
Proceeds from sales of businesses - net	16			—
Proceeds from sales of assets - net	9			7
Proceeds from sale of businesses and other assets - net							193			25
Purchases of short-term financial instruments	(125		)	(57		)	(95		)	(125		)
Proceeds from maturities and sales of short-term financial instruments	125			137			377			125
Foreign currency exchange contract settlements	442			15			(78		)	442
Other investing activities - net	3			4			(12		)	3
Cash used for investing activities	(140		)	(236		)
Cash provided by (used for) investing activities							27			(140		)
Financing activities
Dividends paid to stockholders	(429		)	(420		)	(334		)	(429		)
Net increase (decrease) in short-term (less than 90 days) borrowings	980			(8		)
Net increase in short-term (less than 90 days) borrowings							665			980
Long-term and other borrowings:
Receipts	120			61			654			120
Payments	(1,409		)	(1,180		)	(361		)	(1,409		)
Repurchase / prepayments of common stock	(282		)	(1,061		)
Repurchase of common stock							—			(282		)
Proceeds from exercise of stock options	170			153			51			170
Other financing activities - net	(1		)	(14		)	(12		)	(1		)
Cash used for financing activities	(851		)	(2,469		)
Cash provided by (used for) financing activities							663			(851		)
Effect of exchange rate changes on cash	(174		)	(33		)	20			(174		)
Decrease in cash and cash equivalents	$	(3,288	)	$	(5,159	)	$	(1,134	)	$	(3,288	)
Cash and cash equivalents at beginning of period	6,910			8,941			5,300			6,910
Cash and cash equivalents at end of period	$	3,622		$	3,782		$	4,166		$	3,622

See Notes to the Consolidated Financial Statements beginning on page 7.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 1. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Results for interim periods should not be considered indicative of results for a full year. These interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015, collectively referred to as the ~~“2014~~“2015 Annual Report”. The Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained, as well as variable interest entities (VIEs) for which DuPont is the primary beneficiary.

Basis of Presentation

Certain reclassifications of prior year's data have been made to conform to current year's presentation.

~~The company’s cost structure has been impacted by~~ On July 1, 2015, the global, multi-year initiative to redesign its global organization and operating model to improve productivity and agility across all businesses and functions. Effective December 31, 2014, in order to better align tocompany completed the transforming company’s organization and resulting cost structure, certain costs were reclassified from other operating charges to selling, general and administrative expenses. Prior year data has been reclassified to conform to current year presentation. Other operating charges primarily include, costs associated with the Performance Chemical separation, product claim charges and non-capitalizable costs associated with capital projects. Selling, general and administrative expense primarily includes selling and marketing expenses, commissions, functional costs, and business management expenses.

~~Foreign Currency Translation~~

The company's worldwide operations utilize the U.S. dollar (USD) or local currency as the functional currency, where applicable. The company identifies its separate and distinct foreign entities and groups the foreign entities into two categories: 1) extension of the parent (USD functional currency) and 2) self-contained (local functional currency). If a foreign entity does not clearly align with either category, factors are evaluated and a judgment is made to determine the functional currency.

For foreign entities where the USD is the functional currency, all foreign currency asset and liability amounts are remeasured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill and other intangible assets, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts remeasured at historical exchange rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.

For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are reported, net of their related tax effects, as a component of accumulated other comprehensive income (loss) in equity. Assets and liabilities denominated in other than the local currency are remeasured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during the period.

The company changes the functional currency of its separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed. As a result of the planned separation of its Performance Chemicals segment ~~coupled with~~through the ~~Company’s redesign initiative, the functional currency at certain~~spin-off of all of the ~~company’s foreign entities is being re-evaluated which,~~issued and outstanding stock of The Chemours Company (Chemours). In accordance with GAAP, the financial position and results of operations of the Performance Chemicals segment are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. The sum of the individual earnings per share amounts from continuing operations and discontinued operations may not equal the total company earnings per share amounts due to rounding. The cash flows and comprehensive income related to the Performance Chemicals segment have not been segregated and are included in ~~some cases, has resulted~~the Condensed Consolidated Statements of Cash Flows and Comprehensive Income, respectively, for all periods presented. Amounts related to the Performance Chemicals segment are consistently included or excluded from the Notes to the interim Consolidated Financial Statements based on the respective financial statement line item. See Note 3 for additional information.

Recent Accounting Pronouncements

Accounting Pronouncements Implemented in 2016

In November 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes. The amendments under the new guidance require that deferred tax liabilities and assets be classified as noncurrent in a ~~change~~classified statement of financial position. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The company adopted this guidance effective January 1, 2016 on a retrospective basis. As a result of the ~~foreign entities’ functional currency during the first quarter~~adoption, $368 and $37 of deferred tax assets and liabilities, respectively, were reclassified from current to noncurrent assets and liabilities, respectively, as of December 31, 2015.

~~Venezuelan Foreign Currency~~

~~Venezuela~~In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820), Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share or its Equivalent. This guidance removes the requirement to categorize within the fair value hierarchy all investments for which fair value is ~~considered a highly inflationary economy under GAAP~~measured using the net asset value per share practical expedient. The guidance also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. A reporting entity should apply the ~~USD~~amendments retrospectively to all periods presented and early adoption is ~~the functional currency for~~permissible. The company adopted this guidance effective January 1, 2016. The guidance will only impact disclosure and will not impact the company's ~~subsidiaries in Venezuela. The official exchange rate continues~~financial position or results of operations.

New Accounting Pronouncements to be ~~set through~~Implemented

In March 2016, the ~~National Center for Foreign Commerce (CENCOEX, previously CADIVI). Based on its evaluation~~FASB Issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. The ASU was issued as part of the ~~restrictions~~FASB Simplification Initiative and ~~limitations affecting~~involves several aspects of accounting for shared-based payment transactions, including the ~~availability~~income tax consequences and classification on the statement of ~~specific exchange rate mechanisms, management concluded~~cash flows. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the ~~second quarter of 2014 that~~same period. The company is currently evaluating the ~~SICAD 2 auction process would be~~impact this guidance will have on the ~~most likely mechanism available. As a result, in the second quarter of 2014, the company changed from the official exchange rate to the SICAD 2 exchange rate.~~Consolidated Financial Statements and related disclosures.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

During the first quarter of 2015, the Venezuelan government enacted additional changes to the country’s foreign exchange systems including the replacement of SICAD 2 and introduction of the SIMADI (Foreign Exchange Marginal System) auction process. Given the replacement of SICAD 2 with SIMADI, management has concluded that the SIMADI auction process would be the most likely exchange mechanism available. As a result, effective in the first quarter of 2015, the company changed from the SICAD 2 to the SIMADI exchange rate, to remeasure its Bolivar Fuertes (VEF) denominated net monetary assets which resulted in a pre-tax charge of $3 recorded within other income, net in the company’s interim Consolidated Income Statements for the three months ended March 31, 2015. The remaining net monetary assets and non-monetary assets are immaterial at March 31, 2015.

~~Recent Accounting Pronouncements~~

In February ~~2015,~~2016, the FASB issued ASU No. ~~2015-02 Consolidation~~2016-02, Leases (Topic ~~810), Amendments to the Consolidation Analysis.~~842). The amendments under the new guidance ~~modify~~will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability, other than leases that meet the ~~evaluation~~definition of ~~whether limited partnerships~~a short- term lease. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and ~~similar legal entities are variable interest entities (VIEs) or voting interest entities and eliminate~~ the ~~presumption that a general partner should consolidate a limited partnership.~~new revenue recognition standard. The ~~ASU is~~new leasing standard will be effective for ~~public business entities for fiscal years, and for interim periods within those~~ fiscal years beginning after December 15, ~~2015.~~2018, and interim periods within those fiscal years. Early adoption is ~~permitted, including adoption in an interim period. A reporting entity also may apply~~permitted. The new standard must be adopted using a modified retrospective transition, requiring application at the ~~amendments retrospectively.~~beginning of the earliest comparative period presented. The company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

In May 2014, the FASB and the International Accounting Standards Board (IASB) jointly issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), which was further updated in March and April 2016. The new guidance clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards (IFRS). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ~~The~~In July 2015, the FASB approved a deferral of the ASU is effective ~~for public entities for~~date from annual and interim periods beginning after December 15, ~~2016. The FASB proposed that a deferral of the effective date is necessary~~2016 to ~~provide adequate time to effectively implement the new revenue standard. It is important to note that the FASB’s proposed deferral is not a final decision.~~annual and interim periods beginning after December 15, 2017. The company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

~~In April 2014,~~

Note 2. Proposed Merger with Dow Chemical

On December 11, 2015, DuPont and The Dow Chemical Company (Dow) announced entry into an Agreement and Plan of Merger (the Merger Agreement), under which the ~~FASB issued authoritative guidance amending existing requirements for reporting discontinued operations. Under~~companies will combine in an all-stock merger of equals. The companies anticipate that the ~~new guidance, discontinued operations reporting~~merger will close and become effective (the Effective Time), in the second half of 2016 and the combined company will be ~~limited~~named DowDuPont. Following the consummation of the merger, DuPont and Dow intend to ~~disposal~~pursue, subject to the receipt of approval by the board of directors of DowDuPont, the separation of the combined company’s agriculture business, specialty products business and material science business through a series of tax-efficient transactions that represent strategic shifts having a major effect on operations and financial results. The amended guidance also enhances disclosures and requires assets and liabilities of a discontinued operation to be classified as such for all periods presented(collectively, the Business Separations.)

Additional information about the Merger Agreement is set forth in the company’s Current Report on Form 8-K filed with the SEC on December 11, 2015 and the company’s 2015 Annual Report filed with the SEC on February 4, 2016.

During the three months ended March 31, 2016, the company incurred $24 of costs in connection with the planned merger with Dow. These costs were recorded in selling, general and administrative expenses in the company's interim Consolidated Income Statements and primarily include financial ~~statements. Public entities will apply the amended guidance prospectively to all disposals occurring within annual periods beginning on or after December 15, 2014~~advisory, legal, accounting, consulting and ~~interim periods within those years. The company adopted this standard on January 1, 2015. Due to the change~~other advisory fees and expenses.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in ~~requirements for reporting discontinued operations described above, presentation and disclosures of future disposal transactions after adoption may be different than under previous standards.~~millions, except per share)

Note 2.3. Divestitures and Other Transactions

DuPont (Shenzhen) Manufacturing Limited

In March 2016, the company sold 100 percent of its ownership interest in DuPont (Shenzhen) Manufacturing Limited to the Feixiang Group. The sale of the entity, which held certain buildings and other assets, resulted in a pre-tax gain of $369 ($214 net of tax). The gain was recorded in other income, net in the company's interim Consolidated Income Statements for the three months ended March 31, 2016 and reflected as a Corporate item.

Performance Chemicals

On ~~October 24, 2013,~~July 1, 2015 (the Distribution Date), DuPont ~~announced that it intends to separate~~completed the separation of its Performance Chemicals segment through the spin-off of all of the issued and outstanding stock of Chemours (the Separation). To effect the spin-off, DuPont distributed to its stockholders one share of Chemours common stock, par value $0.01 per share, for every five shares of DuPont common stock, par value $0.30 per share, (the Distribution) outstanding as of 5:00 p.m. June 23, 2015, the record date for the Distribution. In lieu of fractional shares of Chemours, stockholders of DuPont received cash, which generally was taxable. In connection with the Separation, the company and Chemours entered into a ~~U.S. tax-free spin-off~~Separation Agreement, discussed below, and a Tax Matters Agreement and certain ancillary agreements, including an employee matters agreement, agreements related to ~~shareholders, subject~~transition and site services, and intellectual property cross licensing arrangements. In addition, the companies have entered into certain supply agreements. In the first quarter 2016, the company prepaid $190 for certain goods and services expected to ~~customary closing conditions.~~ be delivered by Chemours over twelve to fifteen months. As of March 31, 2016, the balance of the prepayment was $168 recorded within prepaid expenses on the Condensed Consolidated Balance Sheet.

Separation Agreement

The company ~~expects~~and Chemours entered into a Separation Agreement that sets forth, among other things, the agreements between the company and Chemours regarding the principal transactions necessary to ~~complete~~effect the ~~separation on July 1, 2015, subject~~Separation and also sets forth ancillary agreements that govern certain aspects of the company’s relationship with Chemours after the separation. Among other matters, the Separation Agreement and the ancillary agreements provide for the allocation between DuPont and Chemours of assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) attributable to ~~final approval from DuPont's Board~~periods prior to, at and after the completion of ~~Directors.~~ the Separation.

Pursuant to the Separation Agreement, Chemours indemnifies DuPont against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the distribution. The term of this indemnification is indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. At March 31, 2016, the indemnified assets are $94 within accounts and notes receivable, net and $384 within other assets offset by the corresponding liabilities of $94 within other accrued liabilities and $384 within other liabilities.

The results of operations of the Performance Chemicals segment are presented as discontinued operations as summarized below:



	Three Months Ended
	March 31,
	2016			2015
Net sales	$	—		$	1,335
Cost of goods sold	—			1,037
Other operating charges	7			135
Selling, general and administrative expenses	—			92
Research and development expense	—			20
Other income, net	—			1
(Loss) income from discontinued operations before income taxes	(7		)	50
(Benefit) provision for income taxes	(3		)	36
(Loss) income from discontinued operations after income taxes	$	(4	)	$	14

During the three months ended March 31, ~~2015~~2016 and ~~2014, respectively,~~2015, the company incurred ~~$81~~$7 and ~~$16~~$81 of costs, ~~associated~~respectively, in connection with the transaction ~~which were reported in other operating charges in the company's interim Consolidated Income Statements. These transaction costs~~ primarily ~~relate~~related to professional fees associated with preparation of regulatory filings and separation activities within finance, tax, legal, and information system functions. Income from discontinued operations during the three months ended March 31, 2016 and 2015, includes $7 and $69 of these costs, respectively. Income from continuing operations during the three months ended March 31, 2015, includes $12 of these costs, respectively, recorded in other operating charges in the company's interim Consolidated Income Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

The following table presents depreciation, amortization and purchases of property, plant and equipment of the discontinued operations related to Performance Chemicals:



	Three Months Ended
	March 31
	2016		2015
Depreciation	$	—	$	62
Amortization of intangible assets	—		1
Purchases of property, plant and equipment	—		150

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 3.4. Employee Separation / Asset Related Charges, Net

La Porte Plant, La Porte, Texas

In March 2016, DuPont announced its decision to not re-start the Agriculture segment’s insecticide manufacturing facility at the La Porte site located in La Porte, Texas. The facility manufactures Lannate^® and Vydate^® insecticides and has been shut down since November 2014. As a result of this decision, during the three months ended March 31, 2016, a pre-tax charge of $75 was recorded in employee separation / asset related charges, net which included $41 of asset related charges, $18 of contract termination costs, and $16 of employee severance and related benefit costs.

2016 Global Cost Savings and Restructuring Plan

At March 31, 2016, total liabilities related to the program were $504. A complete discussion of restructuring initiatives is included in the company's 2015 Annual Report in Note 4, "Employee Separation / Asset Related Charges, Net."

Account balances and activity for the restructuring program are summarized below:



	Severance and Related Benefit Costs			Asset Related Charges			Other Non-Personnel Charges¹			Total
Balance at December 31, 2015	$	648		$	—		$	32		$	680
Payments	(124		)	—			(20		)	(144		)
Net translation adjustment	3			—			—			3
Other adjustments	(44		)	37			9			2
Asset write-offs	—			(37		)	—			(37		)
Balance as of March 31, 2016	$	483		$	—		$	21		$	504


^1.	Other non-personnel charges consist of contractual obligation costs.

During the three months ended March 31, 2016, a net charge of $2 was recorded associated with the 2016 global cost savings and restructuring plan in employee separation / asset related charges, net in the company's interim Consolidated Income Statements. This was primarily due to the identification of additional projects in certain segments, offset by lower than estimated workforce reductions achieved through non-severance programs. The net charge related to the segments for the three months ended March 31, 2016 as follows: Agriculture - $21, Electronics & Communications - $(7), Industrial Biosciences - $(1), Nutrition & Health - $(1), Performance Materials - $4, Protection Solutions - $(3), Other - $3, as well as Corporate expenses $(14).

2014 Restructuring Program

At March 31, 2016, total liabilities related to the 2014 restructuring program were $55. A complete discussion of restructuring initiatives is included in the company's 2015 Annual Report in Note 4, "Employee Separation / Asset Related Charges, Net."

Account balances and activity related to the 2014 restructuring program are summarized below:



	Severance and Related Benefit Costs			Other Non-Personnel Charges ¹		Total
Balance at December 31, 2015	$	76		$	2	$	78
Payments	(23		)	—		(23		)
Balance as of March 31, 2016	$	53		$	2	$	55


^1.	Other non-personnel charges consist of contractual obligation costs.

Cost Basis Investment Impairment

During the first quarter of 2015, a $38 pre-tax impairment charge was recorded in employee separation / asset related charges, net within the Other segment. The majority ~~relates~~related to a cost basis investment in which the assessment resulted from the venture's revised operating plan reflecting underperformance of its European wheat based ethanol facility and deteriorating European ethanol market conditions. ~~One of the primary investors has communicated they would not fund the revised operating plan of the investee.~~ As a result, the carrying value of ~~our~~DuPont's 6 percent cost basis investment in this venture exceeded its fair value by $37, such that an impairment charge was ~~required.~~recorded.

811

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

~~2014 Restructuring Program~~

At March 31, 2015, total liabilities related to the 2014 restructuring program were $223. A complete discussion of restructuring initiatives is included in the company's 2014 Annual Report in Note 3, "Employee Separation / Asset Related Charges, Net."

~~Account balances for the 2014 restructuring program are summarized below:~~

Employee Separation Costs
Other Non-Personnel Charges ¹
Total
Balance at December 31, 2014 $ 264
$ 4
$ 268
Payments (38 ) (1 ) (39 )
Net translation adjustment (6 ) —
(6 )
Balance as of March 31, 2015 $ 220
$ 3
$ 223


¹	~~Other non-personnel charges consist of contractual obligation costs.~~

Note 4.5. Other Income, Net


	Three Months Ended					Three Months Ended
	March 31,					March 31,
	2015		2014			2016			2015
Royalty income	$	39	$	39		$	57		$	34
Interest income	25		28			16			25
Equity in earnings of affiliates, net	9		13			10			4
Net gain on sales of other assets	6		7
Net exchange gains (losses)¹	64		(96		)
Miscellaneous income and expenses, net ²	55		26
Net gain on sales of businesses and other assets¹						373			5
Net exchange (losses) gains²						(121		)	79
Miscellaneous income and expenses, net³						37			52
Other income, net	$	198	$	17		$	372		$	199


^11.	Includes a pre-tax gain of $369 ($214 net of tax) for the three months ended March 31, 2016 related to the sale of DuPont (Shenzhen) Manufacturing Limited. See Note 3 for additional information.

^2.

The company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The net pre-tax exchange gains (losses) are recorded in other income, net and the related tax impact is recorded in provision for income taxes on the company's interim Consolidated Income Statements. The increase in pre-tax exchange gains over prior year was driven by gains on foreign currency contracts due to strengthening of the USD versus global currencies partially offset by losses on the related foreign currency-denominated monetary assets and liabilities. The $64$79 net exchange gain for the three months ended March 31, 2015, includes a net $(40) pre-tax exchange loss $(38) after-tax, associated with the devaluation of the Ukrainian hryvnia. The $(96) net exchange loss for the three months ended March 31, 2014, includes a $(39) pre-tax exchange loss, $(27) after-tax, associated with the devaluation of the Ukrainian hryvnia.


^23.	Miscellaneous income and expenses, net, includes interest items, certain insurance recoveries and gains related to litigation settlements and other items.

~~Note 5. Income Taxes~~

InThe following table summarizes the ~~first quarter 2015,~~impacts of the company's foreign currency hedging program on the company's results of operations for the three months ended March 31, 2016 and 2015. The company ~~recorded a tax provision of $566, including $212 of tax expense associated with the company’s policy of hedging~~routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and ~~liabilities~~liabilities. The objective of ~~its~~this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The hedging program gains (losses) are largely taxable (tax deductible) in the U.S., whereas the offsetting exchange gains (losses) on the re-measurement of the net monetary asset positions are often not taxable (tax deductible) in their local jurisdictions. The net pre-tax exchange gains (losses) are recorded in other income, net and the related tax impact is recorded in provision for income taxes on continuing operations ~~and gains or losses on foreign currency contracts.~~in the interim Consolidated Income Statements.



	Three Months Ended
	March 31,
	2016			2015
Subsidiary Monetary Position Gain (Loss)
Pre-tax exchange gain (loss)¹	$	33		$	(200	)
Local tax benefits (expenses)	13			(109		)
Net after-tax impact from subsidiary exchange gain (loss)	46			(309		)

Hedging Program Gain (Loss)
Pre-tax exchange (loss) gain	(154		)	279
Tax benefits (expenses)	55			(100		)
Net after-tax impact from hedging program exchange (loss) gain	(99		)	179

Total Exchange Gain (Loss)
Pre-tax exchange (loss) gain	(121		)	79
Tax benefits (expenses)	68			(209		)
Net after-tax exchange loss	$	(53	)	$	(130	)


^1.	Excludes equity affiliates.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

~~In the~~ Note 6. Income Taxes~~first~~ ~~quarter~~ ~~2014, the company recorded a tax provision of~~ ~~$357~~, including $28 of tax benefit associated with the company's policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations and gains or losses on foreign currency contracts.

Each year the company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the company. As a result, there is an uncertainty in income taxes recognized in the company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. It is reasonably possible that net reductions to the company’s global unrecognized tax benefits could be in the range of ~~$100~~$100 to ~~$125~~$120 within the next twelve months with the majority due to the settlement of uncertain tax positions with various tax authorities.

~~Table of Contents~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in millions, except per share)~~

Note 6.7. Earnings Per Share of Common Stock

Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings per share calculations for the periods indicated:


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2015			2014			2016			2015
Numerator:
Net income attributable to DuPont	$	1,031		$	1,439
Income from continuing operations after income taxes attributable to DuPont							$	1,223		$	1,017
Preferred dividends	(2		)	(2		)	(2		)	(2		)
Income from continuing operations after income taxes available to DuPont common stockholders							$	1,221		$	1,015

Income from discontinued operations after income taxes available to DuPont common stockholders							$	3		$	14

Net income available to common stockholders	$	1,029		$	1,437		$	1,224		$	1,029

Denominator:
Weighted-average number of common shares outstanding - Basic	906,835,000			923,461,000			873,546,000			906,835,000
Dilutive effect of the company’s employee compensation plans	6,984,000			7,271,000			3,705,000			6,984,000
Weighted-average number of common shares outstanding - Diluted	913,819,000			930,732,000			877,251,000			913,819,000

~~There~~The following average number of stock options were no antidilutive, and therefore not included in the dilutive earnings per share calculations:



	Three Months Ended
	March 31,
	2016	2015
Average number of stock options	5,104,000	—

The change in the average number of stock options that were antidilutive in the three months ended March 31, ~~2015 and March 31, 2014, respectively.~~2016 compared to the same period last year was due to changes in the company's average stock price.

Note 7.8. Inventories


	March 31, 2015			December 31, 2014			March 31, 2016			December 31, 2015
Finished products	$	4,529		$	4,628		$	3,401		$	3,779
Semi-finished products	1,877			2,451			1,559			1,780
Raw materials, stores and supplies	1,138			1,255			721			783
	7,544			8,334			5,681			6,342
Adjustment of inventories to a last-in, first-out (LIFO) basis	(493		)	(493		)	(199		)	(202		)
Total	$	7,051		$	7,841		$	5,482		$	6,140

1013

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 8.9. Other Intangible Assets

The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:


	March 31, 2015							December 31, 2014							March 31, 2016							December 31, 2015
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization (Definite-lived):
Customer lists	$	1,612	$	(475	)	$	1,137	$	1,706	$	(470	)	$	1,236	$	1,635	$	(552	)	$	1,083	$	1,621	$	(529	)	$	1,092
Patents	470		(202		)	268		493		(199		)	294		457		(232		)	225		454		(220		)	234
Purchased and licensed technology	1,772		(1,142		)	630		1,789		(1,074		)	715		1,204		(736		)	468		1,173		(649		)	524
Trademarks	31		(14		)	17		31		(14		)	17		26		(14		)	12		26		(13		)	13
Other ¹	210		(90		)	120		207		(88		)	119		180		(76		)	104		180		(72		)	108
	4,095		(1,923		)	2,172		4,226		(1,845		)	2,381		3,502		(1,610		)	1,892		3,454		(1,483		)	1,971

Intangible assets not subject to amortization (Indefinite-lived):
In-process research and development	25		—			25		29		—			29		71		—			71		72		—			72
Microbial cell factories	306		—			306		306		—			306		306		—			306		306		—			306
Pioneer germplasm	1,063		—			1,063		1,064		—			1,064		1,048		—			1,048		1,048		—			1,048
Trademarks/tradenames	741		—			741		800		—			800		754		—			754		747		—			747
	2,135		—			2,135		2,199		—			2,199		2,179		—			2,179		2,173		—			2,173
Total	$	6,230	$	(1,923	)	$	4,307	$	6,425	$	(1,845	)	$	4,580	$	5,681	$	(1,610	)	$	4,071	$	5,627	$	(1,483	)	$	4,144


^1 1.	Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements.

The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was ~~$140~~$122 and ~~$125~~$139 for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. The estimated aggregate pre-tax amortization expense from continuing operations for the remainder of ~~2015~~2016 and each of the next five years is approximately ~~$217~~, ~~$353~~, ~~$218~~, ~~$218~~, ~~$203~~$207, $207, $208, $213, $200 and ~~$184~~,$147, respectively.

1114

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 10. Short-Term and Long-Term Borrowings

Repurchase Facility

In February 2016, the company entered into a committed receivable repurchase agreement of up to $1,000 (the Repurchase Facility). The Repurchase Facility is structured to account for the seasonality of the agricultural business and expires on November 30, 2016. Under the Repurchase Facility, the company may sell a portfolio of available and eligible outstanding customer notes receivables within the Agriculture segment to participating institutions and simultaneously must agree to repurchase such notes receivable at a future date. The Repurchase Facility is considered a secured borrowing with the customer notes receivables utilized as collateral. The amount of collateral required equals 105% of the outstanding borrowing amounts. Borrowings under the Repurchase Facility have an interest rate of the London interbank offered rate (LIBOR) plus 0.75%.

As of March 31, 2016, $315 of notes receivable, recorded in accounts and notes receivable, net, were pledged as collateral against outstanding borrowings under the Repurchase Facility of $300, recorded in short-term borrowings and capital lease obligations.

Term Loan Facility

In March 2016, the company entered into a credit agreement that provides for a three-year, senior unsecured term loan facility in the aggregate principal amount of $4,500 (the Term Loan Facility). DuPont may make up to seven term loan borrowings within one year of the closing date and amounts repaid or prepaid are not available for subsequent borrowings. The Term Loan Facility matures in March 2019 at which time all outstanding borrowings, including accrued but unpaid interest, become immediately due and payable.

Under the Term Loan Facility, DuPont can borrow funds at LIBOR plus a spread from 0.75% to 1.25% (LIBOR Loan Rate) depending on DuPont's long term credit rating. As of March 31, 2016, the company had borrowed $500 at the LIBOR Loan Rate and had unused commitments of $4,000 under the Term Loan Facility.

DuPont has the option of obtaining a same day loan under the Term Loan Facility at an interest rate based on the higher of a) the LIBOR Loan Rate, b) the federal funds effective rate plus 0.5% plus a margin from 0.00% to 0.25% depending on DuPont's long term credit rating (Margin) or c) the prime rate plus Margin.

Note 9.11. Commitments and Contingent Liabilities

Guarantees

Indemnifications

In connection with acquisitions and divestitures as of March 31, 2016, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transaction. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. If the indemnified party were to incur a liability or have a liability increase as a result of a successful claim, pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party. The maximum amount of potential future payments is generally unlimited.

Obligations for Equity Affiliates & Others

The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates, customers and suppliers. In connection with the separation, the company has directly guaranteed Chemours' purchase obligations under an agreement with a third party supplier. At March 31, ~~2015~~2016 and December 31, ~~2014~~2015, the company had directly guaranteed $~~498~~323 and $~~513~~337, respectively, of such obligations. These amounts represent the maximum potential amount of future (undiscounted) payments that the company could be required to make under the guarantees. The company would be required to perform on these guarantees in the event of default by the guaranteed party.

The company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees. These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default history for counterparties that do not have published credit ratings. For counterparties without an external rating or available credit history, a cumulative average default rate is used.

In certain cases, the company has recourse to assets held as collateral, as well as personal guarantees from customers and suppliers. Assuming liquidation, these assets are estimated to cover 4727 percent of the $~~315~~112 of guaranteed obligations of customers and suppliers.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Set forth below are the company's guaranteed obligations at March 31, ~~2015~~2016:


	Short-Term		Long-Term		Total		Short-Term		Long-Term		Total
Obligations for customers and suppliers¹:
Bank borrowings (terms up to 7 years)	$	230	$	84	$	314
Leases on equipment and facilities (terms up to 4 years)	—		1		1
Bank borrowings (terms up to 6 years)							$	96	$	16	$	112
Obligations for equity affiliates²:
Bank borrowings (terms up to 1 year)	183		—		183		178		—		178
Obligations for Chemours³:
Chemours' purchase obligations (final expiration - 2018)							22		11		33
Total	$	413	$	85	$	498	$	296	$	27	$	323


^11.	Existing guarantees for customers and suppliers, as part of contractual agreements.


^22.	Existing guarantees for equity affiliates' liquidity needs in normal operations.

~~Imprelis~~^{®
^3.
The company has received claims and lawsuits alleging that the use of Imprelis^® herbicide caused damage to certain trees. Sales of Imprelis^® were suspended in August 2011 and the product was last applied during the 2011 spring application season. The lawsuits seeking class action status were consolidated in multidistrict litigation in federal court in Philadelphia, Pennsylvania. In February 2014, the court entered the final order dismissing these lawsuits as a result of the class action settlement.

As part of the settlement, DuPont paid about $7 in plaintiffs' attorney fees and expenses. In addition, DuPont is providing a warranty against new damage, if any, caused by the use of Imprelis^® on class members' properties through May 2015. Certain class members opted out of the class action settlement and made independent claims or filed suit in various state courts, the majority of which were removed to federal court in Philadelphia. In the third quarter 2014, the company settled or reached settlements in principle for the majority of these claims and lawsuits. About 37 lawsuits are pending claiming property and related damage at March 31, 2015. This represents a decrease of 3 from the number of lawsuits pending at December 31, 2014.

The company has established review processes to verify and evaluate damage claims. There are several variables that impact the evaluation process including the number of trees on a property, the species of tree with reported damage, the height of the tree, the extent of damage and the possibility for trees to naturally recover over time. Upon receiving claims, DuPont verifies their accuracy and validity which often requires physical review of the property.

12
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

DuPont recorded income of $35 for insurance recoveries, within other operating charges in the interim Consolidated Income Statements, for the three months ended March 31, 2015. At March 31, 2015, DuPont had an accrual balance of $231 related to these claims and insurance receivables of $25.

Insurance recoveries are recognized when collection of payment is considered probable. The remaining coverage under the insurance program is $300 for costs and expenses. DuPont has submitted requests for payment to its insurance carriers for costs associated with this matter. The timing and outcome remain uncertain. Guarantee for Chemours' raw material purchase obligations under agreement with third party supplier.

Litigation
The company is subject to various legal proceedings arising out of the normal course of its business including product liability, intellectual property, commercial, environmental and antitrust lawsuits. It is not possible to predict the outcome of these various proceedings. Although considerable uncertainty exists, management does not anticipate that the ultimate disposition of these matters will have a material adverse effect on the company's results of operations, consolidated financial position or liquidity. However, the ultimate liabilities could be material to results of operations in the period recognized.

PFOA
DuPont used PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt), as a processing aid to manufacture some fluoropolymer resins at various sites around the world including its Washington Works plant in West Virginia. At March 31, 2015,2016, DuPont has an accrual balance of $14$14 related to the PFOA matters discussed below. Pursuant to the Separation Agreement discussed in Note 3, the company is indemnified by Chemours for the PFOA matters discussed below. As a result, the company has recorded an indemnification asset of $14 corresponding to the accrual balance as of March 31, 2016.

The accrual includes charges related to DuPont's obligations under agreements with the U.S. Environmental Protection Agency and voluntary commitments to the New Jersey Department of Environmental Protection. These obligations and voluntary commitments include surveying, sampling and testing drinking water in and around certain company sites and offering treatment or an alternative supply of drinking water if tests indicate the presence of PFOA in drinking water at or greater than the national Provisional Health Advisory.

Drinking Water Actions
In August 2001, a class action, captioned Leach v DuPont, was filed in West Virginia state court alleging that residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water.

DuPont and attorneys for the class reached a settlement in 2004 that binds about 80,000 residents. In 2005, DuPont paid the plaintiffs’ attorneys’ fees and expenses of $23$23 and made a payment of $70,$70, which class counsel designated to fund a community health project. The company funded a series of health studies which were completed in October 2012 by an independent science panel of experts (the C8 Science Panel). The studies were conducted in communities exposed to PFOA to evaluate available scientific evidence on whether any probable link exists, as defined in the settlement agreement, between exposure to PFOA and human disease.

The C8 Science Panel found probable links, as defined in the settlement agreement, between exposure to PFOA and pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol.

In May 2013, a panel of three independent medical doctors released its initial recommendations for screening and diagnostic testing of eligible class members. In September 2014, the medical panel recommended follow-up screening and diagnostic testing three years after initial testing, based on individual results. The medical panel has not communicated its anticipated schedule for completion of its protocol. The company is obligated to fund up to $235 for a medical monitoring program for eligible class members and, in addition, administrative costs associated with the program, including class counsel fees. In January 2012, the company established and put $1 ininto an escrow account to fund medical monitoring as required by the settlement agreement.

16
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Under the settlement agreement, the balance in the escrow amount must be at least $0.5; as a result, transfers of additional funds may be required periodically. The court appointed Director of Medical Monitoring has established the program to implement the medical panel's recommendations and the registration process, as well as eligibility screening, is ongoing. Diagnostic screening and testing has begun and associated payments to service providers are being disbursed from the escrow account.account; at March 31, 2016, less than $1 has been disbursed.

In addition, under the settlement agreement, the company must continue to provide water treatment designed to reduce the level of PFOA in water to six area water districts, including the Little Hocking Water Association (LHWA), and private well users.

Class members may pursue personal injury claims against DuPont only for those human diseases for which the C8 Science Panel determined a probable link exists. At March 31, 2016 and December 31, 2015, there were approximately 3,500 lawsuits filedpending in various federal and state courts in Ohio and West Virginia, an increase of about 600 over December 31, 2014. In accordance with a stipulation reached in

13
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

the third quarter 2014 and other court procedures, theseVirginia. These lawsuits have been or will be served andare consolidated in multi-district litigation in Ohio federal court (MDL). Based on information currently available to the company the majorityAbout 75 percent of the lawsuits allege personal injury claims associated only with high cholesterol andand/or thyroid disease from exposure to PFOA in drinking water. There are 32As a result of plaintiffs' corrected pleadings and further discovery, the company has revised downward to 30 the estimated number of pending lawsuits alleging wrongful death. While attorneys for the plaintiffs have indicated that additional lawsuits may be filed, the company expects the rate of such filings to substantially decrease.

In 2014, six plaintiffs from the MDL were selected for individual trial. The jury awarded $1.6 in compensatory damages in the first individual trial, captioned Bartlett v DuPont, which was tried to a verdict in October 2015. The plaintiff alleged that exposure to PFOA in drinking water had caused kidney cancer. DuPont, through Chemours, is appealing the decision. The second matter selected for trial, Wolf v DuPont, involved allegations that exposure to PFOA in drinking water caused ulcerative colitis, a confidential settlement for an inconsequential amount was reached and substantially completed in Wolf v DuPont. Three cases are scheduled for trial in 2016 starting in May, August and November, respectively; the plaintiffs in each of these cases allege exposure to beginPFOA in September 2015, anddrinking water caused cancer.

In January 2016, the secondcourt determined that 40 cases in November 2015. which plaintiffs assert cancer claims, would be scheduled for trial in 2017, beginning in April of that year. Less than 10 percent of the 3,500 pending lawsuits involve claims that exposure to PFOA in drinking water caused cancer.

DuPont, through Chemours, denies the allegations in these lawsuits and is defending itself vigorously.

Additional Actions
AnIn the first quarter 2016, a confidential settlement was reached in the Ohio action brought by the LHWA is ongoing. In addition to general claims of PFOA contamination of drinking water, the action claimsclaiming, “imminent and substantial endangerment to health and or the environment” under the Resource Conservation and Recovery Act (RCRA). In the second quarter 2014, DuPont filed a motion for summary judgment and LHWA moved for partial summary judgment. In the first quarter in addition to general claims of 2015, the court granted in part and denied in part both parties’ motions. As a result, the litigation process will continue with respect to certainPFOA contamination of drinking water. The cost of the plaintiffs’ claims.settlement was paid by Chemours.

PFOA Summary
While it is probable that the company will incur costsliabilities related to funding the medical monitoring program, such costsliabilities cannot be reasonably estimated due to uncertainties surrounding the level of participation by eligible class members and the scope of testing. DuPont believes that it is reasonably possible that it could incur lossesadditional liabilities related to the other PFOA matters discussed above; however, a range of such losses,liabilities, if any, cannot be reasonably estimated at this time, due to the uniqueness of the individual MDL plaintiff's claims and the company's defenses to those claims both as to potential liability and damages on an individual claims basis, among other factors. As noted above, the company is indemnified by Chemours for these PFOA matters.

Environmental
The company is also subject to contingencies pursuant to environmental laws and regulations that in the future may require the company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the company or other parties. The company accrues for environmental remediation activities consistent with the policy as described in the company's 20142015 Annual Report in Note 1, “Summary of Significant Accounting Policies.” Much of this liability results from the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, often referred to as Superfund), Resource Conservation and Recovery Act (RCRA)RCRA and similar state and global laws. These laws require the company to undertake certain investigative, remediation and restoration activities at sites where the company conducts or once conducted operations or at sites where company-generated waste was disposed. The accrual also includes estimated costs related to a number of sites identified by the company for which it is probable that environmental remediation will be required, but which are not currently the subject of enforcement activities.

17
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies, as well as the presence or absence of potentially responsible parties. At March 31, 2015,2016, the Condensed Consolidated Balance Sheet included a liability of $482,$492, relating to these matters and, in management's opinion, is appropriate based on existing facts and circumstances. The average time frame over which the accrued or presently unrecognized amounts may be paid, based on past history, is estimated to be 15-2015-20 years. Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, the potential liability may range up to $1,100$1,025 above the amount accrued as of March 31, 2015.2016. Pursuant to the Separation Agreement discussed in Note 3, the company is indemnified by Chemours for certain environmental matters, included in the liability of $492, that have an estimated liability of $282 as of March 31, 2016 and a potential exposure that ranges up to approximately $618 above the amount accrued. As such, the company has recorded an indemnification asset of $282 corresponding to the company’s accrual balance related to these matters at March 31, 2016.

Note 10.12. Stockholders’ Equity
Share Repurchase Program
2015 Share Buyback Plan
In the first quarter 2015, DuPont announced its intention to buy back shares of about $4,000 using the distribution proceeds received from Chemours. In connection with the completion of the spin-off of Chemours, the Board of Directors authorized the use of the distribution proceeds to buy back shares of the company's common stock as follows: $2,000 to be purchased and retired by December 31, 2015, which was completed during 2015, with the remainder to be purchased and retired by December 31, 2016. There were no share repurchases under this plan in the first quarter 2016. As of March 31, 2016, in aggregate, the company has paid $2,000 and received and retired 35 million shares.

2014 Share Buyback Plan
In January 2014, the company's Board of Directors authorized a $5,000 share buyback plan that replaced the 2011 plan. InDuring the three months ended March 31, 2015, the company purchased and retired 3.6 million shares in the open market for a total cost of $282, which offset the dilution from employee compensation plans in the first quarter of 2015. There were no share repurchases under this plan in the first quarter 2016. As of March 31, 2015,2016, in aggregate, the company has purchased 33.734.7 million shares at a total cost of $2,282$2,353 under the plan. There is no required completion date for the remaining stock purchases.

1418
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Other Comprehensive Income (Loss) Income
A summary of the changes in other comprehensive (loss) incomeloss for the three months ended March 31, 20152016 and 20142015 is provided as follows:
Three Months Ended Affected Line Item in Consolidated Income Statements¹ Three Months Ended Affected Line Item in Consolidated Income Statements
March 31, 2015 March 31, 2014 March 31, 2016 March 31, 2015
Pre-Tax Tax After-Tax Pre-Tax Tax After-Tax Pre-Tax Tax After-Tax Pre-Tax Tax After-Tax
Cumulative translation adjustment(1) $ (1,189 ) $ —
$ (1,189 ) $ (72 ) $ —
$ (72 ) See (4) below $ 170
$ —
$ 170
$ (1,189 ) $ —
$ (1,189 )
Net revaluation and clearance of cash flow hedges to earnings:
Additions and revaluations of derivatives designated as cash flow hedges (22 ) 6
(16 ) 38
(14 ) 24
See (2) below 16
(6 ) 10
(22 ) 6
(16 ) See (2) below
Clearance of hedge results to earnings:
Foreign currency contracts (8 ) 3
(5 ) 1
—
1
Net sales —
—
—
(8 ) 3
(5 ) Net sales
Commodity contracts 15
(6 ) 9
17
(7 ) 10
Cost of goods sold 11
(4 ) 7
15
(6 ) 9
Cost of goods sold
Net revaluation and clearance of cash flow hedges to earnings (15 ) 3
(12 ) 56
(21 ) 35
27
(10 ) 17
(15 ) 3
(12 )
Pension benefit plans:
Net (loss) gain (4 ) 1
(3 ) 1
—
1
See (2) below
Net loss (1,191 ) 428
(763 ) (4 ) 1
(3 ) See (2) below
Effect of foreign exchange rates 100
(27 ) 73
—
—
—
See (2) below 1
—
1
100
(27 ) 73
See (2) below
Reclassifications to net income:
Amortization of prior service (benefit) cost (2 ) 1
(1 ) 1
—
1
See (3) below
Amortization of prior service benefit (2 ) 1
(1 ) (2 ) 1
(1 ) See (3) below
Amortization of loss 209
(74 ) 135
149
(51 ) 98
See (3) below 172
(60 ) 112
209
(74 ) 135
See (3) below
Curtailment loss 49
(17 ) 32
—
—
—
See (3) below
Settlement loss 5
(2 ) 3
—
—
—
See (3) below 1
(1 ) —
5
(2 ) 3
See (3) below
Pension benefit plans, net 308
(101 ) 207
151
(51 ) 100
(970 ) 351
(619 ) 308
(101 ) 207

Other benefit plans:
Net loss (124 ) 45
(79 ) —
—
—
See (2) below
Reclassifications to net income:
Amortization of prior service benefit (52 ) 19
(33 ) (53 ) 19
(34 ) See (3) below (39 ) 13
(26 ) (52 ) 19
(33 ) See (3) below
Amortization of loss 19
(7 ) 12
14
(4 ) 10
See (3) below 17
(7 ) 10
19
(7 ) 12
See (3) below
Curtailment gain (30 ) 10
(20 ) —
—
—
See (3) below
Other benefit plans, net (33 ) 12
(21 ) (39 ) 15
(24 ) (176 ) 61
(115 ) (33 ) 12
(21 )
Other comprehensive (loss) income $ (929 ) $ (86 ) $ (1,015 ) $ 96
$ (57 ) $ 39

Net unrealized loss on securities:
Unrealized loss on securities arising during the period (9 ) —
(9 ) —
—
—
See (4) below
Reclassification of gain realized in net income 1
—
1
—
—
—
Other income, net
Net unrealized loss on securities (8 ) —
(8 ) —
—
—

Other comprehensive loss $ (957 ) $ 402
$ (555 ) $ (929 ) $ (86 ) $ (1,015 )}

^11.

~~Represents~~The increase in currency translation adjustment gains over prior year for the ~~income statement line item within the interim Consolidated Income Statement affected~~three months ended March 31, 2016 is primarily driven by the ~~pre-tax reclassification out~~modest weakening of ~~other comprehensive (loss) income.~~the U.S. dollar (USD) against the European Euro and Brazilian real. The increase in currency translation adjustment losses over prior year for the three months ended March 31, 2015 is primarily driven by the strengthening USD against the European Euro and Brazilian real.


^22.	These amounts represent changes in accumulated other comprehensive loss excluding changes due to reclassifying amounts to the interim Consolidated Income Statements. See Notes 13 and 14 for additional information.


^33.	These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost of the company's pension and other long-term employee benefit plans. See Note 1214 for additional information.


^44.	The ~~increase over prior year~~unrealized loss on securities during the three months ended March 31, 2016 is ~~primarily driven~~due to the re-measurement of USD denominated marketable securities held by ~~the strengthening USD against the Euro and Brazilian real.~~certain foreign entities at March 31, 2016 with a corresponding offset to cumulative translation adjustment.

1519

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

The changes and after-tax balances of components comprising accumulated other comprehensive loss are summarized below:

Cumulative Translation Adjustment Net Revaluation and Clearance of Cash Flow Hedges to Earnings Pension Benefit Plans Other Benefit Plans Unrealized Gain on Securities Total
2015

Balance January 1, 2015 $ (1,016 ) $ (6 ) $ (7,949 ) $ 262
$ 2
$ (8,707 )
Other comprehensive (loss) income before reclassifications (1,189 ) (16 ) 70
—
—
(1,135 )
Amounts reclassified from accumulated other comprehensive loss —
4
137
(21 ) —
120
Balance March 31, 2015 $ (2,205 ) $ (18 ) $ (7,742 ) $ 241
$ 2
$ (9,722 )



	Cumulative Translation Adjustment			Net Revaluation and Clearance of Cash Flow Hedges to Earnings			Pension Benefit Plans			Other Benefit Plans			Unrealized (Loss) Gain on Securities			Total
2016
Balance January 1, 2016	$	(2,333	)	$	(24	)	$	(7,043	)	$	22		$	(18	)	$	(9,396	)
Other comprehensive income (loss) before reclassifications	170			10			(762		)	(79		)	(9		)	(670		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			7			143			(36		)	1			115
Balance March 31, 2016	$	(2,163	)	$	(7	)	$	(7,662	)	$	(93	)	$	(26	)	$	(9,951	)

Cumulative Translation Adjustment Net Revaluation and Clearance of Cash Flow Hedges to Earnings Pension Benefit Plans Other Benefit Plans Unrealized Gain on Securities Total
2014

Balance January 1, 2014 $ (140 ) $ (48 ) $ (5,749 ) $ 494
$ 2
$ (5,441 )
Other comprehensive (loss) income before reclassifications (72 ) 24
1
—
—
(47 )
Amounts reclassified from accumulated other comprehensive loss —
11
99
(24 ) —
86
Balance March 31, 2014 $ (212 ) $ (13 ) $ (5,649 ) $ 470
$ 2
$ (5,402 )



	Cumulative Translation Adjustment			Net Revaluation and Clearance of Cash Flow Hedges to Earnings			Pension Benefit Plans			Other Benefit Plans			Unrealized (Loss) Gain on Securities		Total
2015
Balance January 1, 2015	$	(919	)	$	(6	)	$	(7,895	)	$	262		$	2	$	(8,556	)
Other comprehensive income (loss) before reclassifications	(1,189		)	(16		)	70			—			—		(1,135		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			4			137			(21		)	—		120
Balance March 31, 2015	$	(2,108	)	$	(18	)	$	(7,688	)	$	241		$	2	$	(9,571	)

Note ~~11.~~13. Financial Instruments

Cash, Cash Equivalents and Marketable Securities

The company's cash, cash equivalents and marketable securities as of March 31, 2016 and December 31, 2015 are comprised of the following:



	March 31, 2016						December 31, 2015
	Cash and Cash Equivalents		Marketable Securities		Total Estimated Fair Value		Cash and Cash Equivalents		Marketable Securities		Total Estimated Fair Value
Cash	$	1,630	$	—	$	1,630	$	1,938	$	—	$	1,938

Level 1:
Money market funds	$	412	$	—	$	412	$	550	$	—	$	550
U.S. Treasury securities¹	—		529		529		—		788		788

Level 2:
Certificate of deposit / time deposits²	$	2,124	$	94	$	2,218	$	2,812	$	118	$	2,930

Total cash, cash equivalents and marketable securities	$	4,166	$	623			$	5,300	$	906


^1.	Available-for-sale securities are reported at estimated fair value with unrealized gains and losses reported as component of accumulated other comprehensive loss. Proceeds from the sale of available-for-sale securities were $260 in the three months ended March 31, 2016.


^2.	Held-to-maturity investments are reported at amortized cost.

The estimated fair value of the company's cash equivalents, which approximates carrying value as of March 31, 2016 and December 31, 2015, was determined using level 1 and level 2 inputs within the fair value hierarchy. Level 1 measurements were based on observed net asset values and level 2 measurements were based on current interest rates for similar investments with comparable credit risk and time to maturity.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

The estimated fair value of the held-to-maturity securities, which approximates carrying value as of March 31, 2016 and December 31, 2015, was determined using level 2 inputs within the fair value hierarchy, as described below. Level 2 measurements were based on current interest rates for similar investments with comparable credit risk and time to maturity. The carrying value approximates fair value due to the short-term nature of the investments.

The estimated fair value of the available-for-sale securities as of March 31, 2016 and December 31, 2015 was determined using level 1 inputs within the fair value hierarchy. Level 1 measurements were based on quoted market prices in active markets for identical assets and liabilities. The available-for-sale securities as of March 31, 2016 and December 31, 2015 are held by certain foreign subsidiaries in which the USD is not the functional currency. The fluctuations in foreign exchange are recorded in accumulated other comprehensive loss. These fluctuations are subsequently reclassified from accumulated other comprehensive loss to earnings in the period in which the marketable securities are sold and the gains and losses on these securities offset a portion of the foreign exchange fluctuations in earnings for the company.

Debt

The estimated fair value of the company's total debt, including interest rate financial instruments, was determined using level 2 inputs within the fair value hierarchy, as described in the company's ~~2014~~2015 Annual Report in Note 1, “Summary of Significant Accounting Policies.” Based on quoted market prices for the same or similar issues or on current rates offered to the company for debt of the same remaining maturities, the fair value of the company's debt was approximately $~~11,168~~10,310 and $~~11,394~~9,050 as of March 31, ~~2015~~2016 and December 31, ~~2014~~2015, respectively.

~~Cash Equivalents~~

~~The fair value of cash equivalents approximates its stated value. The estimated fair value of the company's cash equivalents was determined using level 1 and level 2 inputs~~ ~~within the fair value hierarchy, as described in the company's 2014 Annual Report in Note 1,~~ “~~Summary of Significant Accounting Policies.~~” Level 1 measurements are based on observable net asset values and level 2 measurements are based on current interest rates for similar investments with comparable credit risk and time to maturity. The company held $0 ~~and~~ ~~$1,436~~ ~~of money market funds (level 1 measurements) as of~~ ~~March 31, 2015~~ ~~and~~ ~~December 31, 2014, respectively. The company held~~ ~~$1,700~~ ~~and~~ ~~$3,293~~ ~~of other cash equivalents (level 2 measurements) as of~~ ~~March 31, 2015~~ ~~and~~ ~~December 31, 2014, respectively.~~

Derivative Instruments

Objectives and Strategies for Holding Derivative Instruments

In the ordinary course of business, the company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks. The company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.

Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps. The company has not designated any nonderivatives as hedging instruments.

~~Table of Contents~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in millions, except per share)~~

The company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The company is exposed to credit loss in the event of nonperformance by these counterparties. The company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The company's derivative assets and liabilities are reported on a gross basis in the Condensed Consolidated Balance Sheets. The company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.

The notional amounts of the company's derivative instruments were as follows:


	March 31, 2015		December 31, 2014		March 31, 2016		December 31, 2015
Derivatives designated as hedging instruments:
Interest rate swaps	$	—	$	1,000
Foreign currency contracts	71		434		$	1	$	10
Commodity contracts	265		388		265		356
Derivatives not designated as hedging instruments:
Foreign currency contracts	8,959		10,586		9,320		8,065
Commodity contracts	86		166		16		70

Foreign Currency Risk

The company's objective in managing exposure to foreign currency fluctuations is to reduce earnings and cash flow volatility associated with foreign currency rate changes. Accordingly, the company enters into various contracts that change in value as foreign exchange rates change to protect the value of its existing foreign currency-denominated assets, liabilities, commitments and cash flows.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

The company routinely uses foreign currency exchange contracts, including forward exchange and option contracts, to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities of its operations. The primary business objective of this hedging program is to maintain an approximately balanced position in foreign currencies so that exchange gains and losses resulting from exchange rate changes, net of related tax effects, are minimized. The company also uses foreign currency exchange contracts to offset a portion of the company's exposure to certain foreign currency-denominated revenues so that gains and losses on these contracts offset changes in the USD value of the related foreign currency-denominated revenues. The objective of the hedge program is to reduce earnings and cash flow volatility related to changes in foreign currency exchange rates.

Interest Rate Risk

The company may use interest rate swaps to manage the interest rate mix of the total debt portfolio and related overall cost of borrowing. Interest rate swaps involve the exchange of fixed for floating rate interest payments to effectively convert fixed rate debt into floating rate debt based on USD LIBOR. Interest rate swaps allow the company to achieve a target range of floating rate debt.

Commodity Price Risk

Commodity price risk management programs serve to reduce exposure to price fluctuations on purchases of inventory such as ~~copper,~~ corn, soybeans and soybean meal. The company enters into over-the-counter and exchange-traded derivative commodity instruments to hedge the commodity price risk associated with agricultural commodity exposures.

Cash Flow Hedges

Foreign Currency Contracts

The company uses foreign currency exchange instruments such as forwards and options to offset a portion of the company's exposure to certain foreign ~~currency-denominated~~currency denominated revenues so that gains and losses on these contracts offset changes in the USD value of the related foreign ~~currency-denominated~~currency denominated revenues. In addition, the company occasionally uses forward foreign currency exchange contracts to offset a portion of the company's exposure to certain foreign currency-denominated transactions such as capital expenditures.

Commodity Contracts

The company enters into over-the-counter and exchange-traded derivative commodity instruments, including options, futures and swaps, to hedge the commodity price risk associated with agriculture commodity exposures.

While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two-year period. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction is not probable of ~~occuring.~~occurring. The following table summarizes the after-tax effect of cash flow hedges on accumulated other comprehensive loss for the three months ended March 31, ~~2015~~2016 and ~~2014:~~2015:

~~Table of Contents~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in millions, except per share)~~


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2015			2014			2016			2015
Beginning balance	$	(6	)	$	(48	)	$	(24	)	$	(6	)
Additions and revaluations of derivatives designated as cash flow hedges	(16		)	24			10			(16		)
Clearance of hedge results to earnings	4			11			7			4
Ending balance	$	(18	)	$	(13	)	$	(7	)	$	(18	)

At March 31, ~~2015~~2016, an after-tax net loss of $43 is expected to be reclassified from accumulated other comprehensive loss into earnings over the next 12 months.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Derivatives not Designated in Hedging Relationships

Foreign Currency Contracts

The company routinely uses foreign currency exchange contracts, including forward exchange and options contracts, to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The company also uses foreign currency exchange contracts, including forward exchange and options contracts, to offset a portion of the company's exposure to certain foreign currency-denominated revenues so that gains and losses on these contracts offset changes in the USD value of the related foreign currency-denominated revenues.

Commodity Contracts

The company utilizes options, futures and swaps that are not designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of inventory such as corn, soybeans and soybean meal.

~~Table of Contents~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in millions, except per share)~~

Fair Values of Derivative Instruments

The table below presents the fair values of the company's derivative assets and liabilities within the fair value hierarchy, as described in the company's ~~2014~~2015 Annual Report in Note 1, “Summary of Significant Accounting Policies.”


		Fair Value Using Level 2 Inputs					Fair Value Using Level 2 Inputs
	Balance Sheet Location	March 31, 2015		December 31, 2014		Balance Sheet Location	March 31, 2016		December 31, 2015
Asset derivatives:
Derivatives designated as hedging instruments:
Interest rate swaps¹	Accounts and notes receivable, net	$	—	$	1
Derivatives not designated as hedging instruments:
Foreign currency contracts	Accounts and notes receivable, net	2		10		Accounts and notes receivable, net	$	51	$	74
		2		11
Derivatives not designated as hedging instruments:
Foreign currency contracts²	Accounts and notes receivable, net	67		254

Total asset derivatives³		$	69	$	265
Cash collateral^1,2	Other accrued liabilities	$	80	$	47
Total asset derivatives¹							$	51	$	74
Cash collateral						Other accrued liabilities	$	—	$	7

Liability derivatives:
Derivatives designated as hedging instruments:
Foreign currency contracts	Other accrued liabilities	$	3	$	10

Derivatives not designated as hedging instruments:
Foreign currency contracts	Other accrued liabilities	47		62		Other accrued liabilities	$	138	$	80
Commodity contracts	Other accrued liabilities	1		1		Other accrued liabilities	1		4
		48		63
Total liability derivatives³		$	51	$	73
Total liability derivatives¹							$	139	$	84


¹	~~Cash collateral held as of~~ ~~March 31, 2015~~ ~~and~~ ~~December 31, 2014~~ ~~represents~~ $0 ~~and~~ $6~~, respectively, related to interest rate swap derivatives designated as hedging instruments.~~


²	~~Cash collateral held as of~~ ~~March 31, 2015~~ ~~and~~ ~~December 31, 2014~~ ~~represents~~ ~~$80~~ ~~and~~ ~~$41, respectively, related to foreign currency derivatives not designated as hedging instruments.~~


^31.	The company's derivative assets and liabilities subject to enforceable master netting arrangements totaled $4544 at March 31, ~~2015~~2016 and $6735 at December 31, ~~2014~~2015.

1923

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Effect of Derivative Instruments


	Amount of Gain (Loss) Recognized in OCI¹ (Effective Portion)						Amount of Gain (Loss) Recognized in Income²							Amount of Gain (Loss) Recognized in OCI¹ (Effective Portion)					Amount of Gain (Loss) Recognized in Income²
Three Months Ended March 31,	2015			2014			2015			2014			Income Statement Classification	2016		2015			2016			2015			Income Statement Classification
Derivatives designated as hedging instruments:
Fair value hedges:
Interest rate swaps	$	—		$	—		$	(1	)	$	(7	)	Interest expense	$	—	$	—		$	—		$	(1	)	Interest expense
Cash flow hedges:
Foreign currency contracts	(2		)	(1		)	8			(1		)	Net sales	—		(2		)	—			8			Net sales
Commodity contracts	(20		)	39			(15		)	(17		)	Cost of goods sold	16		(20		)	11			(15		)	Cost of goods sold
	(22		)	38			(8		)	(25		)		16		(22		)	11			(8		)
Derivatives not designated as hedging instruments:
Foreign currency contracts	—			—			268			(46		)	Other income, net³	—		—			(154		)	279			Other income, net³
Foreign currency contracts														—		—			(4		)	—			Net sales
Foreign currency contracts														—		—			—			(11		)	Income from discontinued operations after income taxes
Commodity contracts	—			—			2			(24		)	Cost of goods sold	—		—			—			2			Cost of goods sold
	—			—			270			(70		)		—		—			(158		)	270
Total derivatives	$	(22	)	$	38		$	262		$	(95	)		$	16	$	(22	)	$	(147	)	$	262


^11.	OCI is defined as other comprehensive income (loss).


^2 2.	For cash flow hedges, this represents the effective portion of the gain (loss) reclassified from accumulated OCI into income during the period. For the three months ended March 31, ~~2015~~2016 and ~~2014~~2015, there was no material ineffectiveness with regard to the company's cash flow hedges.


^33.	Gain (loss) recognized in other income, net, was partially offset by the related gain (loss) on the foreign currency-denominated monetary assets and liabilities of the company's operations, which were $~~(204)~~33 and $~~(50)~~(200) for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015., respectively. See Note 5 for additional information.

2024

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note ~~12.~~14. Long-Term Employee Benefits

Pension Plans

~~In determining~~The workforce reductions in the first quarter of 2016 related to the 2016 global cost savings and restructuring plan triggered a curtailment for company's principal U.S. pension plan. As a result, the company recorded a curtailment loss of $49 and re-measured the principal U.S. pension plan ~~2015 net periodic~~as of March 31, 2016. The curtailment loss was driven by the change in the benefit ~~costs,~~obligation based on the demographics of the terminated positions partially offset by accelerated recognition of a portion of the prior service benefit. In connection with the re-measurement, the company updated the ~~expected return on plan assets assumption~~discount rate assumed at December 31, 2015 from ~~8.75~~4.47 percent to ~~8.50 percent.~~4.13 percent for the plan. The re-measurement increased the underfunded status of the pension plan by $1,191 with a corresponding increase in net loss within other comprehensive loss for the three months ended March 31, 2016.

The following sets forth the components of the company’s net periodic benefit cost for pensions:


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2015			2014			2016			2015
Service cost	$	66		$	60		$	47		$	66
Interest cost	273			292			217			273
Expected return on plan assets	(404		)	(402		)	(338		)	(404		)
Amortization of loss	209			149			172			209
Amortization of prior service (benefit) cost	(2		)	1
Amortization of prior service benefit							(2		)	(2		)
Curtailment loss							49			—
Settlement loss	5			—			1			5
Net periodic benefit cost	$	147		$	100
Net periodic benefit cost - Total							$	146		$	147
Less: Discontinued operations							(4		)	1
Net periodic benefit cost - Continuing operations							$	150		$	146

Other Long-Term Employee Benefit Plans

As a result of the workforce reductions noted above a curtailment was triggered for the company's other long term employee benefit plans. The company recorded a curtailment gain of $30 and re-measured the associated plans as of March 31, 2016. The curtailment gain was driven by accelerated recognition of a portion of the prior service benefit partially offset by the change in the benefit obligation based on the demographics of the terminated positions. In connection with the re-measurement, the company updated the associated plans’ weighted average discount rate assumed at December 31, 2015 from 4.30 percent to 3.94 percent. The re-measurement resulted in a net increase of $124 to the company’s other long-term employee benefit obligation with a corresponding increase to net loss within other comprehensive loss for the three months ended March 31, 2016.

The following sets forth the components of the company’s net periodic benefit cost for other long-term employee benefits:


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2015			2014			2016			2015
Service cost	$	4		$	4		$	3		$	4
Interest cost	28			31			23			28
Amortization of loss	19			14			17			19
Amortization of prior service benefit	(52		)	(53		)	(39		)	(52		)
Net periodic benefit cost	$	(1	)	$	(4	)
Curtailment gain							(30		)	—
Net periodic benefit cost- Total							$	(26	)	$	(1	)
Less: Discontinued operations							—			1
Net periodic benefit cost - Continuing operations							$	(26	)	$	(2	)

2125

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note ~~13.~~15. Segment Information

Segment ~~sales include transfers to another business segment. Segment pre-tax~~ operating ~~income (loss) (PTOI)~~earnings is defined as income (loss) from continuing operations before income taxes excluding significant pre-tax benefits (charges), non-operating pension and other postretirement employee benefit costs, exchange gains (losses), corporate expenses and interest.

~~Viton~~^® ~~fluoroelastomer products (Viton~~^®~~) will be~~ Non-operating pension and other postretirement employee benefit costs includes all of the components of net periodic benefit cost from continuing operations with the exception of the service cost component. DuPont Sustainable Solutions, previously within the company's Safety & Protection segment (now Protection Solutions) was comprised of two business units: clean technologies and consulting solutions. Effective January 1, 2016, the clean technologies business unit is reported within the Industrial Biosciences segment, and the consulting solutions business unit is reported within Other. Effective July 1, 2015, certain corporate expenses are included in ~~the Performance Chemicals separation and therefore the results are reported within Performance Chemicals. Viton~~^® ~~was previously reported within Performance Materials.~~segment operating earnings. Reclassifications of prior year data have been made to conform to current year classifications.

Three Months
Ended March 31,
Agriculture¹
Electronics &
Communications
Industrial Biosciences Nutrition & Health
Performance
Chemicals
Performance
Materials
Safety &
Protection
Other Total
2015

Segment sales $ 3,937
$ 521
$ 285
$ 813
$ 1,364
$ 1,411
$ 909
$ 1
$ 9,241
Less: Transfers —
4
5
—
29
30
1
—
69
Net sales 3,937
517
280
813
1,335
1,381
908
1
9,172
PTOI 1,174
²
85
56
89
129
327
184
(103 )
³
1,941

2014

Segment sales $ 4,394
$ 580
$ 301
$ 861
$ 1,591
$ 1,534
$ 947
$ 1
$ 10,209
Less: Transfers 3
3
3
—
57
14
1
—
81
Net sales 4,391
577
298
861
1,534
1,520
946
1
10,128
PTOI 1,442
75
56
93
206
293
175
(92 ) 2,248



Three Months Ended March 31,	Agriculture¹		Electronics & Communications		Industrial Biosciences		Nutrition & Health		Performance Materials		Protection Solutions		Other			Total
2016
Net sales	$	3,786	$	452	$	352	$	801	$	1,249	$	729	$	36		$	7,405
Operating earnings	1,101		59		63		104		273		176		(59		)	1,717

2015
Net sales	$	3,937	$	517	$	350	$	813	$	1,381	$	790	$	49		$	7,837
Operating earnings	1,138		79		54		86		317		167		(31		)	1,810


^11.	As of March 31, ~~2015~~2016, Agriculture net assets were $~~9,005~~7,454, an increase of $~~2,310~~703 from ~~$6,695~~$6,751 at December 31, ~~2014~~2015. The increase was primarily due to higher trade receivables ~~due~~related to normal seasonality in the sales and cash collections cycle.

Reconciliation to interim Consolidated Income Statements



	Three Months Ended March 31,
	2016			2015
Total segment operating earnings	$	1,717		$	1,810
Significant pre-tax charges not included in segment operating earnings	(68		)	(2		)
Non-operating pension and other postretirement employee benefit costs	(74		)	(86		)
Net exchange (losses) gains¹	(121		)	79
Corporate income (expenses)^2,3,4,5	273			(166		)
Interest expense	(92		)	(84		)
Income from continuing operations before income taxes	$	1,635		$	1,551


^21.	~~Included $35~~Includes a charge of ~~insurance recoveries during~~$(40) associated with remeasuring the company's Ukrainian hryvnia net monetary assets in the three months ended March 31, 2015, which were recorded in other income, net in the company's interim Consolidated Income Statements. See Note 5 for additional information.


^2.	Includes transaction costs associated with the planned merger with Dow and related activities of $(24), in the three months ended March 31, 2016, which were recorded in selling, general and administrative expenses in the company's interim Consolidated Income Statements. See Note 2 for additional information.


^3.	Includes a gain of $369 associated with the sale of DuPont (Shenzhen) Manufacturing Limited entity, which held certain buildings and other assets. The gain was recorded in other income net, in the company's interim Consolidated Income Statement for the three months ended March 31, 2016. See Note 3 for additional information.


^4.	Includes a $14 net benefit recorded in employee separation / asset related charges, net in the three months ended March 31, 2016, associated with the 2016 global cost savings and restructuring plan. See Note 4 for additional information.


^5.	Includes transaction costs associated with the separation of the Performance Chemicals segment of $(12) in the three months ended March 31, 2015, which were recorded in other operating charges in the company's interim Consolidated Income Statements. See Note 3 for additional information.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Additional Segment Details

The three months ended March 31, 2016 and 2015, respectively, included the following significant pre-tax benefits (charges) which are excluded from segment operating earnings:



	Three Months Ended March 31,
	2016			2015
Agriculture^1,2,3	$	(73	)	$	35
Electronics & Communications²	7			—
Industrial Biosciences²	1			—
Nutrition & Health²	1			—
Performance Materials²	(4		)	—
Protection Solutions²	3			—
Other^2,4	(3		)	(37		)
	$	(68	)	$	(2	)

^1.

Includes $23 for reduction in accrual recorded in other operating charges for the three months ended March 31, 2016, for customer claims related to the use of the Imprelis^® herbicide. The three months ended March 31, 2015, includes $35 of net insurance recoveries recorded in other operating charges for recovery of costs for customer claims related to the use of the Imprelis^® herbicide. ~~See Note 9 for additional information.~~

^32.

~~Included~~Includes a ~~$(37) pre-tax impairment~~$(16) net restructuring charge ~~during~~recorded in employee separation / asset related charges, net for the three months ended March 31, ~~2015~~2016, associated with the 2016 global cost savings and restructuring program. The net charge impacted segment earnings as follows: Agriculture - $(21), Electronics & Communications - $7, Industrial Biosciences - $1, Nutrition & Health - $1, - Performance Materials - $(4), Protection Solutions - $3 and Other - $(3). See Note 4 for additional information.


^3.	Includes a $(75) restructuring charge recorded in employee separation / asset related charges, net for the three months ended March 31, 2016, related to the decision not to re-start the insecticide manufacturing facility at the La Porte site located in La Porte, Texas. See Note 4 for additional information.


^4.	Includes a $(37) pre-tax impairment charge recorded in employee separation / asset related charges, net for a cost basis investment. See Note 34 for additional information.

~~Reconciliation to Consolidated Income Statements~~

Three Months Ended
March 31,
2015 2014
Total segment PTOI $ 1,941
$ 2,248
Non-operating pension and other postretirement employee benefit costs (75 ) (30 )
Net exchange gains (losses)²
64
(96 )
Corporate expenses¹
(245 ) (217 )
Interest expense (84 ) (103 )
Income before income taxes $ 1,601
$ 1,802


¹	Included transaction costs associated with the separation of the Performance Chemicals segment of $(81) and $(16) in the three months ended March 31, 2015 and 2014, respectively, which were recorded in other operating charges in the company's interim Consolidated Income Statements.


²	Included a charge of $(40) associated with remeasuring the company's Ukranian hryvnia net monetary assets in the three months ended March 31, 2015, which was recorded in other income, net in the company's interim Consolidated Income Statements.

~~Table of Contents~~


Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements About Forward-Looking Statements

This report contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the company's strategy for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures, and financial results, and timing of, as well as expected benefits, including synergies, from the proposed merger with The Dow Chemical Company (Dow) and intended post-merger separations, are forward-looking statements.

Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the company's control. Some of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-looking statements are:

~~Fluctuations~~Risks related to the agreement between DuPont and Dow to effect an all-stock merger of equals, including the completion of the proposed transaction on anticipated terms and timing, the ability to fully and timely realize the expected benefits of the proposed transaction and risks related to the intended business separations contemplated to occur after the completion of the proposed transaction. Important risk factors relating to the proposed transaction and intended business separations include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company’s operations and other conditions to the completion of the merger, (ii) the ability of Dow and DuPont to integrate the business successfully and to achieve anticipated synergies, risks and costs and pursuit and/or implementation of the potential separations, including anticipated timing, any changes to the configuration of businesses included in the potential separation if implemented, (iii) the intended separation of the agriculture, material science and specialty products businesses of the combined company post-mergers in one or more tax efficient transactions on anticipated terms and timing, including a number of conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances, disruptions in the financial markets or other potential barriers, (iv) potential litigation relating to the proposed transaction that could be instituted against Dow, DuPont or their respective directors, (v) the risk that disruptions from the proposed transaction will harm Dow’s or DuPont’s business, including current plans and operations, (vi) the ability of Dow or DuPont to retain and hire key personnel, (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, (viii) uncertainty as to the long-term value of DowDuPont common stock, (ix) continued availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments, (xi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Dow’s and/or DuPont’s financial performance, (xii) certain restrictions during the pendency of the merger that may impact Dow’s or DuPont’s ability to pursue certain business opportunities or strategic transactions and (xiii) 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, as well as other risks associated with the proposed merger, are more fully discussed in the joint proxy statement/prospectus included in the preliminary registration statement on Form S-4 filed with the SEC in connection with the proposed merger. While the list of factors presented here is, and the list of factors presented in the preliminary registration statement on Form S-4 are, 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 Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity;

Volatility in energy and raw material prices;

Failure to develop and market new products and optimally manage product life cycles;

Outcome of significant litigation and environmental matters, including those related to divested ~~businesses;~~businesses, including realization of associated indemnification assets, if any;

Failure to appropriately manage process safety and product stewardship issues;

Ability to obtain and maintain regulatory approval for its products especially in the Agriculture segment;

Failure to realize all of the expected benefits from cost and productivity initiatives to the extent and as anticipated;

Effect of changes in tax, environmental and other laws and regulations or political conditions in the United States of America (U.S.) and other countries in which the company operates;

Conditions in the global economy and global capital markets, including economic factors such as inflation, deflation, ~~fluctuations~~fluctuation in currency rates, interest rates and commodity prices;

~~Ability~~Failure to appropriately respond to market acceptance, government rules, regulations and policies affecting products based on biotechnology;

Impact of business disruptions, including supply disruptions, and security threats, regardless of cause, including acts of sabotage, cyber-attacks, terrorism or war, natural disasters and weather events and ~~natural disasters;~~patterns which could affect demand as well as availability of product, particularly in the Agriculture segment;

Ability to discover, develop and protect new technologies and enforce the company's intellectual property rights; and

Successful integration of acquired businesses and separation of underperforming or non-strategic assets or ~~businesses, including the proposed spin-off of the Performance Chemicals segment.~~businesses.

For some of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-looking statements, see the Risk Factors discussion set forth under Part I, Item 1A of the company's ~~2014~~2015 Annual Report.

Recent Developments

~~Separation~~DuPont Dow Merger of ~~Performance Chemicals~~Equals

~~In October 2013,~~On December 11, 2015, DuPont and The Dow Chemical Company (Dow) announced entry into an Agreement and Plan of Merger (the Merger Agreement), under which the companies will combine in an all-stock merger of equals. The companies anticipate that ~~it intends to separate its Performance Chemicals segment through a U.S. tax-free spin-off to shareholders, subject to customary closing conditions. In April 2015, an amendment to~~ the ~~Form 10 registration statement related to~~merger will close and become effective (the Effective Time), in the ~~spin-off will be filed with~~second half of 2016 and the SEC. The amended Form 10 will include financial information for the year ended December 31, 2014 and certain pro forma information for the new public company to be created upon completion of the pending separation of DuPont's Performance Chemicals segment. The new publiccombined company will be named ~~The Chemours Company (Chemours). The company expects~~DowDuPont. Following the consummation of the merger, DuPont and Dow intend to ~~complete~~pursue, subject to the receipt of approval by the board of directors of DowDuPont, the separation ~~on July 1, 2015, subject~~of the combined company’s agriculture business, specialty products business and material science business through a series of tax-efficient transactions (collectively, the Business Separations.) Dow and DuPont currently anticipate that the intended business separation transactions will be consummated as soon as practicable following the consummation of the merger, but consummation of the intended business separation transactions is not expected to ~~final approval from DuPont's Board of Directors.~~exceed 18-24 months after the merger.

~~As part~~During the three months ended March 31, 2016 the company has incurred $24 million of costs in connection with the ~~separation, DuPont incurred $81 million and $16 million in transaction~~planned merger with Dow. These costs ~~which~~ were recorded in ~~other operating charges~~selling, general and administrative expenses in the company's interim Consolidated Income Statements for the three months ended March 31, ~~2015~~2016, and ~~2014, respectively. The~~primarily include financial advisory, legal, accounting, consulting and other advisory fees and expenses.

DuPont (Shenzhen) Manufacturing Limited

In March 2016, the company ~~expects to incur total costs related~~sold 100 percent of its ownership interest in DuPont (Shenzhen) Manufacturing Limited to the Feixiang Group. The sale of the entity resulted in a pre-tax gain of $369 million ($214 million net of tax). The gain was recorded in other income, net in the company's interim Consolidated Income Statements for the three months ended March 31, 2016 and reflected as a Corporate item.

La Porte Plant, La Porte, Texas

In March 2016, DuPont announced its decision to not re-start the Agriculture segment’s insecticide manufacturing facility at the La Porte site located in La Porte, Texas. The facility manufactures Lannate^® and Vydate^® insecticides and has been shut down since November 2014. As a result of this decision, during the three months ended March 31, 2016, a pre-tax charge of $75 million was recorded in employee separation / asset related charges, net which included $41 million of asset related charges, $18 million of contract termination costs, and $16 million of employee severance and related benefit costs. This charge is not reflected in Agriculture's segment operating earnings for the three months ended March 31, 2016.

Agriculture's segment operating earnings was negatively impacted by $40 million from the shutdown of the La Porte manufacturing facility for the three months ended March 31, 2016 as compared to the same period in prior year due to lower sales of Lannate^® and Vydate^® insecticides, fixed overhead costs and write-off of inventory. The DuPont Crop Protection business has identified alternative sources for the supply of methomyl, the active ingredient in Lannate^® in order to meet the majority of the expected demand for this product. These new sources have either been or are in the process of being registered in the relevant markets. In addition, the business is actively pursuing the procurement of oxamyl, the active ingredient in Vydate^®.

2016 Global Cost Savings and Restructuring Plan

In December 2015, ~~estimated at~~DuPont announced a 2016 global cost savings and restructuring plan designed to reduce $730 million in costs in 2016 compared with 2015, which represents a reduction of operating costs on a run-rate basis of about ~~$350 million. These transaction~~$1.0 billion by end of 2016. As part of the plan, the company committed to take structural actions across all businesses and staff functions globally to operate more efficiently by further consolidating businesses and aligning staff functions more closely with them. In the first quarter 2016, in connection with the restructuring actions, the company recorded a net pre-tax charge to earnings of $2 million, comprised of $(44) million of severance and related benefit costs, ~~primarily relate to professional fees associated with preparation~~$37 million of ~~regulatory filings~~asset related charges, and ~~separation activities within finance, legal and information system functions.~~$9 million of contract termination costs.

The ~~company expects~~restructuring actions associated with this charge are expected to ~~receive dividend proceeds from Chemours prior to separation, the payment~~impact approximately 10 percent of ~~which is anticipated~~DuPont’s workforce and to be ~~financed by debt obtained by Chemours~~substantially complete in ~~the second quarter~~2016.

Separation of ~~2015.~~Performance Chemicals

On July 1, 2015 (the Distribution Date), DuPont anticipates receiving total dividend proceeds of approximately $4 billion, pending the final credit ratings and underlying business conditions for Chemours. DuPont intends to return an amount equal to all or substantially all of this Chemours dividend to DuPont shareholders via share repurchases over the 12 to 18 month period following the separation, with a portion to be returned in 2015.

~~Table of Contents~~

~~As a result of~~completed the separation of its Performance Chemicals segment ~~coupled with~~through the ~~company’s redesign initiative, the functional currency at certain~~spin-off of all of the ~~company’s foreign entities is being re-evaluated which, in some cases, resulted in a change in~~issued and outstanding stock of The Chemours Company (Chemours). The financial position and results of operations of the ~~foreign entities’ functional currency.~~

~~Redesign Initiative~~

In June 2014, DuPont announced its global, multi-year initiative to redesign its global organization and operating model to reduce costs and improve productivity and agility across all businesses and functions. DuPont commenced a restructuring plan to realign and rebalance staff function support, enhance operational efficiency, and to reduce residual costs associated with the separation of its Performance Chemicals ~~segment. The Company continues to make significant progress in this effort with total cost savings expected to increase to $0.40 per share~~segment are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for ~~2015. The Company expects to yield savings of approximately $1 billion on a run-rate basis by the fourth quarter of 2015 and $1.3 billion by 2017.~~all periods presented.

~~Table of Contents~~

Results of Operations

Overview

The following is a summary of the results of continuing operations for the three months ended March 31, ~~2015:~~2016:

Net Sales were ~~$9.2~~$7.4 billion, ~~versus $10.1~~down 6 percent from $7.8 billion in the same period ~~prior~~last year, principally reflecting a ~~9 percent decline primarily attributable to a 6~~4 percent negative currency impact and 2 percent lower volume. Local price and product mix gains in Agriculture and volume growth in Nutrition & Health were more than offset by declines in most of the remaining segments.

Agriculture net sales and operating earnings reflected local pricing gains, improved mix from ~~currency and~~new products, higher corn area from a strong start to the ~~absence of sales from portfolio changes in the prior year.~~

~~Total segment pre-tax operating income (PTOI) of $1,941 million was $307 million or 14 percent below last year, reflecting~~North American corn season, offset by a negative currency impact ~~of about $300 million~~ and ~~a decline~~lower crop protection and soybean volumes.

Growth in ~~Agriculture~~segment operating earnings from Nutrition & Health, Industrial Biosciences, and ~~Performance Chemicals PTOI. The company expects the previously estimated negative currency impact to increase from about $0.60 to $0.80, largely impacting the Agriculture segment~~Protection Solutions was more than offset by declines in the first half of the year. The company is working aggresively to mitigate the stronger currency headwinds including the increased cost savings from the operational redesign and other corporate and business actions.remaining segments.

~~Net~~ Income from continuing operations after taxes was ~~$1,035 million, 28 percent below the same period last year primarily reflecting lower segment PTOI and higher income taxes.~~

Cost savings from the strategic redesign of the company’s operating model improved earnings $0.10 per share versus the first quarter prior year. The Company continues to make significant progress in this effort with total cost savings expected to increase to $0.40 per share for 2015.

~~Net Sales~~

~~Net sales for the first quarter were $9.2~~$1.2 billion versus ~~$10.1~~$1.0 billion in the prior year, principally reflecting the gain on the sale of DuPont (Shenzhen) Manufacturing Limited and cost savings related to the 2016 cost savings and restructuring plan, partly offset by lower segment operating earnings.

The 2016 cost savings and restructuring plan is on track to deliver $730 million in cost reductions in 2016 versus prior year.

Net Sales

Net sales for the three months ended March 31, 2016 were $7.4 billion versus $7.8 billion in the prior year, a 6 percent decline, attributable to a 64 percent negative impact from weaker currencies, particularly the Brazilian real and European Euro, and 2 percent lower volume. Lower volume principally reflects reduced demand for crop protection insecticide products and soybean seeds, competitive pressures impacting Solamet^® paste, lower demand for ethylene and ethylene-based products and lower demand for Protection Solutions products. Lower volumes were partially offset by increased corn seed volumes in North America and Brazil and broad-based growth in Nutrition & Health. Net sales in developing markets declined 4 percent to $2.1 billion, reflecting a 9 percent negative currency impact, largely ~~from a weakness~~due to weaker currencies in ~~the Euro, Russian ruble, Brazilian real~~Latin America and eastern European currencies; a 2 percent impact from the absence of sales from portfolio changes; and 1 percent lower volume. Local prices and product mix were flat as higher prices in Agriculture wereEastern Europe, partially offset by ~~lower prices~~5 percent increase in ~~the other segments. Volume reflects declines in~~volume and local price, primarily from Agriculture and ~~Performance Chemicals, partly offset by increases in Performance Materials, Safety & Protection,~~ Nutrition & Health in Europe and ~~Industrial Biosciences. Total company sales in developing markets were $2.6 billion, down 15 percent, reflecting a 10 percent negative currency impact and 5 percent lower volume.~~Asia Pacific, principally China. Developing markets include China, India and countries located in Latin America, Eastern and Central Europe, Middle East, Africa and Southeast Asia.

The ~~table~~tables below shows a regional breakdown of net sales based on location of customers and percentage variances from the prior year:


	Three Months Ended March 31, 2015				Percent Change Due to:								Three Months Ended March 31, 2016				Percent Change Due to:
	Net Sales ($ Billions)		Percent Change vs. 2014		Local Price and Product Mix		Currency		Volume		Portfolio and Other		Net Sales ($ Billions)		Percent Change vs. 2015		Local Price and Product Mix		Currency		Volume		Portfolio and Other
Worldwide	$	9.2	(9	)	—		(6	)	(1	)	(2	)	$	7.4	(6	)	—		(4	)	(2	)	—
U.S. & Canada	4.3		(3	)	(1	)	—		—		(2	)	3.6		(3	)	(1	)	—		(1	)	(1	)
Europe, Middle East & Africa (EMEA)	2.4		(18	)	3		(16	)	(3	)	(2	)	2.0		(8	)	1		(6	)	(3	)	—
Asia Pacific	1.7		(6	)	(1	)	(3	)	—		(2	)	1.3		(6	)	(3	)	(2	)	(3	)	2
Latin America	0.8		(18	)	(1	)	(6	)	(9	)	(2	)	0.5		(12	)	7		(17	)	(1	)	(1	)

Cost of Goods Sold (COGS)

COGS totaled $4.2 billion for the first quarter 2016 versus $4.5 billion in the prior year, a 6 percent decrease, principally due to the strengthening of the U.S. dollar versus global currencies, lower volume and lower costs for raw materials, energy and freight. COGS as a percentage of net sales was essentially flat year over year at about 57 percent.

Other ~~Income, Net~~Operating Charges

Other ~~income, net, totaled $198~~operating charges were $185 million for the first quarter ~~2015, an increase of $181 million compared to $17~~2016 versus $148 million in the prior year, a 25 percent increase, primarily due to ~~pretax exchange gains on foreign exchange contracts, gains on~~ litigation ~~agreement~~expenses and ~~sale~~the absence of ~~assets. The most significant component~~$35 million of insurance recoveries related to Imprelis^® herbicide claims, partially offset by a $23 million reduction in the ~~increase~~estimated liability related to Imprelis^® herbicide claims and the absence of separation costs associated with the separation of Performance Chemicals. Additional information related to the separation is included in ~~other income was~~Note 3 to the interim Consolidated Financial Statements.

Selling, General and Administrative Expenses (SG&A)

SG&A totaled $1.1 billion for the first quarter 2016 versus $1.2 billion in the prior year, an ~~increase in pre-tax exchange gains, which was driven by gains on foreign currency contracts~~8 percent decrease, primarily due to lower costs related to the 2016 cost savings and restructuring plan and the strengthening of the U.S. dollar versus global currencies, partially offset by $24 million of transaction costs associated with the planned merger with the Dow and related activities. SG&A was approximately 15 percent and 16 percent of net sales for the first quarter 2016 and 2015, respectively. The decrease as a percentage of net sales was due to the lower costs noted above.

Research and Development Expense (R&D)

R&D totaled $418 million for the first quarter 2016 versus and $479 million in the prior year, a 13 percent decrease, primarily due to lower costs related to the 2016 cost savings and restructuring plan and the strengthening of the U.S. dollar versus global currencies. R&D was approximately 6 percent of net sales for the first quarter 2016 and 2015, respectively.

Other Income, Net

Other income, net, totaled $372 million for the first quarter 2016, an increase of $173 million compared to $199 million in the prior year primarily due to a gain of $369 million associated with the sale of DuPont (Shenzhen) Manufacturing Limited entity, partially offset by an increase in net pre-tax exchange losses of $200 million. The increase in pre-tax net exchange losses was driven by losses on ~~the related~~ foreign ~~currency-denominated monetary assets and liabilities.~~currency exchange contracts. See Notes 45 and 1113 to the interim Consolidated Financial Statements for further discussion of the company's policy of hedging the foreign currency-denominated monetary assets and liabilities.

Additional information related to the company's other income, net, is included in Note 45 to the interim Consolidated Financial Statements.

~~Table of Contents~~

~~Cost of Goods Sold (COGS)~~

COGS totaled $5.6 billion in the first quarter 2015 versus $6.0 billion in the prior year, a 7 percent decrease, principally due to the currency impact of a stronger U.S. dollar and divestitures. COGS as a percent of net sales increased to 61 percent from 59 percent last year primarily reflecting currency impact which decreased sales by 6 percent and COGS by 3 percent.

~~Other Operating Charges~~

Other operating charges were $283 million in the first quarter 2015, essentially flat versus $286 million in the prior year, as increased separation transaction costs were offset by insurance recoveries, the stronger U.S. dollar and decreased costs from portfolio changes.

~~Selling, General and Administrative Expenses (SG&A)~~

SG&A totaled $1.3 billion for the first quarter 2015 versus $1.4 billion in the prior year. The decrease was primarily due to savings from the company's operational redesign initiative and lower sales commissions. SG&A was 14 percent of net sales for the three months ended March 31, 2015 and 2014.

~~Research and Development Expense (R&D)~~

R&D totaled $499 million and $518 million for the first quarter 2015 and 2014, respectively. The decrease was primarily due to lower spending and the impact of currency. R&D was 5 percent of net sales for the first quarter 2015 and 2014.

Interest Expense

Interest expense totaled ~~$84~~$92 million in the first quarter ~~2015,~~2016, compared to ~~$103~~$84 million in ~~2014. The decrease was~~2015, an increase of 10 percent, primarily due to lower ~~average~~capitalized interest related to construction projects, partially offset by lower borrowings.

Employee Separation / Asset Related Charges, Net

~~Employee separation / asset related charges, net totaled $38 million in~~For the ~~first quarter 2015. During first quarter of 2015, a $38 million pre-tax impairment charge was recorded in~~three months ended March 31, 2016, employee separation / asset related charges, net ~~within~~were $77 million, compared to $38 million in 2015. First quarter 2016 included a $75 million charge related to the ~~Other segment.~~ decision not to re-start the insecticide manufacturing facility at the La Porte site located in La Porte, Texas and a $2 million net restructuring charge associated with the 2016 global cost savings and restructuring program. First quarter 2015 included a $38 million charge related to cost investment impairments.

See Note 34 to the interim Consolidated Financial Statements for additional information.

Provision for Income Taxes on Continuing Operations

The company's effective tax rate for the first quarter ~~2015~~2016 was ~~35.4~~24.8 percent as compared to ~~19.8~~34.2 percent in ~~2014.~~2015. The ~~increase in the~~lower effective tax rate is primarily driven by the ~~hedging program~~impact of the company’s exchange gains ~~which are largely taxable in the U.S., where as the offsetting exchange losses~~/ (losses) recognized on the re-measurement of the net monetary asset positions which are often not ~~tax deductible~~taxable / (tax deductible) in their local ~~jurisdictions. In addition transaction costs related to~~jurisdictions, as well as the ~~Performance Chemicals segment,~~absence of the 2015 tax impact associated with the Ukraine hryvnia re-measurement, partially offset by the tax consequences of the gain on the sale of an entity and unfavorable geographic mix of ~~earnings also contributed to the increase in the effective tax rate.~~earnings.

See ~~Note~~Notes 3 and 5 to the interim Consolidated Financial Statements for additional information.

Outlook

The company has revised its full-year 2016 outlook from previous expectations included within the 2015 Annual Report to include the following:

Since December 2015, the U.S. dollar has weakened against most other currencies; as a result the company expects currency to be less of a headwind for full-year 2016 than previously anticipated.

In Agriculture, higher-than-anticipated corn planted area is expected to partially offset the impact of Pioneer’s transition to an agency-based route-to-market approach in the southern U.S., which will shift some sales from 2016 to the first quarter of 2017. Seasonal timing benefits realized through the first quarter 2016 from a stronger-than-anticipated start in Agriculture are expected to be offset in the second quarter.

For full-year 2016, the company expects to incur about $420 million ($0.40 per share) of transactions costs related to the planned merger with Dow and related activities.

Workforce reductions in the first quarter 2016 related to the 2016 global cost savings and restructuring plan triggered curtailments and related re-measurements of the U.S. pension and other-post-retirement employee benefit plans. As a result, the company has reduced the expected decrease in 2016 long-term employee benefits expense from continuing operations as compared to 2015 to $120 million from $230 million at December 31, 2015. See further information included in Note 14 to the interim Consolidated Financial Statements. The company expects future workforce reductions associated with this plan during the year to trigger additional settlements and curtailments, the impacts of which cannot be reasonably estimated at this time.

See additional information regarding 2016 outlook under "Segment Reviews" beginning on page 34.

Recent Accounting Pronouncements

See Note 1 to the interim Consolidated Financial Statements for a description of recent accounting pronouncements.

~~Table of Contents~~

Segment Reviews

Summarized below are comments on individual segment net sales and ~~PTOI~~operating earnings for the three month period ended March 31, ~~2015~~2016 compared with the same period in ~~2014~~2015. Segment ~~PTOI~~operating earnings is defined as income (loss) from continuing operations before income taxes excluding significant pre-tax benefits (charges), non-operating pension and other postretirement employee benefit costs, exchange gains (losses), corporate expenses and interest. ~~All references to prices are based on local price unless otherwise specified. A reconciliation~~Non-operating pension and other postretirement employee benefit costs includes all of ~~segment sales to consolidated~~the components of net ~~sales and segment PTOI to income before income taxes for~~periodic benefit costs from continuing operations with the ~~three month periods ended~~ ~~March 31, 2015~~ ~~and~~ ~~2014~~ ~~is included in Note 13 to~~exception of the ~~interim Consolidated Financial Statements.~~

~~Viton~~^® ~~fluoroelastomer products (Viton~~^®~~) will be included in the Performance Chemicals separation and therefore the results are reported within Performance Chemicals. Viton~~^® ~~was previously reported within Performance Materials.~~service cost component. Reclassifications of prior year data have been made to conform to current year classifications. See Note 15 to the interim Consolidated Financial Statements for details related to significant pre-tax benefits (charges) excluded from segment operating earnings. All references to prices are based on local price unless otherwise specified.

A reconciliation of segment operating earnings to income from continuing operations before income taxes for the three month periods ended March 31, 2016 and 2015 is included in Note 15 to the interim Consolidated Financial Statements.

DuPont Sustainable Solutions, previously within the company's Safety & Protection segment (now Protection Solutions) was comprised of two business units: clean technologies and consulting solutions. Effective January 1, 2016, the clean technologies business unit became part of the Industrial Biosciences segment with the focus on working with customers to improve the performance, productivity and sustainability of their products and processes. The company is exploring a range of options to maximize the growth of the consulting solutions business unit which effective January 1, 2016, is reported within Other.

The following table summarizes first quarter ~~2015~~2016 segment net sales and related variances versus prior year:


	Three Months Ended												Three Months Ended
	March 31, 2015				Percentage Change Due to:								March 31, 2016				Percentage Change Due to:
	Segment Sales ($ Billions)		Percent Change vs. 2014		Local Price and Product Mix		Currency		Volume		Portfolio and Other		Segment Net Sales ($ Billions)		Percent Change vs. 2015		Local Price and Product Mix		Currency		Volume		Portfolio and Other
Agriculture	$	3.9	(10	)	3		(8	)	(5	)	—		$	3.8	(4	)	2		(5	)	(1	)	—
Electronics & Communications	0.5		(10	)	(5	)	(2	)	(3	)	—		0.5		(13	)	(3	)	(1	)	(9	)	—
Industrial Biosciences	0.3		(5	)	—		(6	)	1		—		0.4		1		2		(3	)	1		1
Nutrition & Health	0.8		(6	)	—		(8	)	2		—		0.8		(1	)	—		(4	)	3		—
Performance Chemicals	1.4		(14	)	(3	)	(3	)	(6	)	(2	)
Performance Materials	1.4		(8	)	(3	)	(5	)	8		(8	)	1.2		(10	)	(5	)	(2	)	(3	)	—
Safety & Protection	0.9		(4	)	(1	)	(4	)	6		(5	)
Protection Solutions													0.7		(8	)	(1	)	(2	)	(5	)	—

Agriculture -First quarter ~~2015~~2016 segment net sales of ~~$3,937~~$3,786 million decreased ~~$457~~$151 million, or 104 percent, ~~driven by the negative impact of currency and decreased volumes, partially offset by increases in pricing~~primarily due to improved mix of Pioneer’s new corn hybrids and soybean varieties, and pricing actions in Europe and Asia to mitigate the impact of a stronger dollar. Decreased volumes are due to expected reductions in global corn planted area, lower insecticide demand in Latin America due to reduced insect pressure and timing of seed shipments.

~~The first quarter 2015 PTOI of $1,174 million decreased $268 million, or 19 percent, driven by~~ the negative impact of currency and lower ~~sales,~~volumes, partially offset with higher local price from pricing actions to mitigate currency impacts in Europe and Brazil and improved mix from new products in North America corn seed. Lower insecticide and soybean seed volumes were partially offset by ~~productivity improvements, disciplined cost actions~~increased corn seed volumes in North America due to higher expected acreage, higher corn seed volume in Brazil from the Safrinha season and ~~insurance recoveries~~increased demand for sunflower seed in Europe. Operating earnings of ~~$35~~$1,101 million ~~for recovery of costs for customer claims related~~decreased $37 million, or 3 percent, primarily due to ~~the use of the Imprelis~~^® ~~herbicide. In addition, the insect control business has been impacted by~~an $83 million negative currency impact, lower volumes and about a $40 million negative impact from the shutdown of the ~~LaPorte~~La Porte manufacturing facility ~~in Texas resulting in a shortfall in~~due to lost sales, fixed overhead costs and inventory write-offs, partially offset by local price and product mix gains and cost savings.

Outlook Full year 2016 segment net sales are expected to be down low-single digits percent as local price and product mix gains are more than offset by the ~~supply~~negative impact of ~~methomyl~~currency. Higher corn seed volumes are expected to be offset by lower insecticide and ~~oxamyl.~~soybean seed volumes. Full year operating earnings are expected to be up mid-single digits percent as cost savings and local price and product mix gains more than offset the negative impact of currency.

Electronics & Communications - First quarter ~~2015~~2016 segment net sales of ~~$521~~$452 million decreased ~~$59~~$65 million, or 1013 percent, ~~as volume growth in~~primarily due to competitive pressures impacting Solamet^®paste, lower demand for products for the consumer electronics ~~was more than offset by~~market, lower pricing from the pass-through of lower metals prices ~~competitive pressures impacting Solamet~~^® ~~paste~~ and the negative impact of ~~currency. PTOI~~currency, partially offset by volume growth for Tedlar^®film for photovoltaics. Operating earnings of ~~$85~~$59 million ~~increased $10~~decreased $20 million, or 1325 percent, ~~driven by increased demand in consumer electronics~~as lower sales and ~~productivity gains which~~a $16 million litigation expense were partially offset by ~~the above mentioned competitive pressures~~cost savings.

Outlook Full year 2016 segment net sales are expected to be down low-single digits percent with second half growth in photovoltaics and ~~negative impact of currency.~~consumer electronics which will mostly offset first half declines. Full year operating earnings are expected to be up low-teens percent due to second half sales improvement and cost savings.

Industrial Biosciences - First quarter ~~2015~~2016 segment net sales of ~~$285~~$352 million ~~decreased $16~~increased $2 million, or 51 percent, ~~driven~~primarily due to higher pricing and volume from new product introductions in bioactives and increased demand for biomaterials, mostly offset by the negative impact of currency and lower demand for clean technologies offerings. Operating earnings of $63 million increased $9 million, or 17 percent, reflecting the absence of cost from the write-off of a prior year acquisition related indemnification asset in clean technologies and improved mix from new products, partially offset by a negative impact from currency.

Outlook Full year 2016 segment net sales are expected to be about flat. Volume improvement, pricing, the impact of new product introductions in bioactives, including increased ~~volumes. Increased~~market penetration in animal nutrition and home and personal care, and the portfolio impact from the fourth quarter 2015 acquisition of enzyme ~~demand, principally in food markets, was mostly~~and technology assets from Dyadic International Inc. are expected to be offset by lower ~~biomaterial sales. PTOI~~demand for clean technology offerings and the negative impact of ~~$56 million was even with prior~~currency. Full year as2016 operating earnings are expected to be up by the ~~above decrease in sales was offset by improved product~~low-teens percent, primarily due mix enrichment and ~~lower input costs.~~cost savings.

Nutrition & Health - First quarter ~~2015~~2016 segment net sales of ~~$813~~$801 million decreased ~~$48~~$12 million, or 61 percent, ~~driven by an 8 percent~~primarily due to the negative impact of currency, partially offset by broad-based volume ~~growth. Volume~~ growth inled by probiotics, cultures, ~~and~~ingredient systems, texturants ~~was partially offset by lower volumes in~~and specialty proteins. ~~PTOI~~Operating earnings of ~~$89~~$104 million ~~decreased $4~~increased $18 million, or 421 percent, as volume ~~gains~~growth and ~~improved product mix were~~cost savings more than offset a negative currency impact.

Outlook Full year 2016 segment net sales are expected to be about flat with continued strength in probiotics and cultures, offset by the negative impact of currency.

~~Table of Contents~~

~~Performance Chemicals -~~ ~~First quarter 2015 segment sales of $1,364 million decreased $227 million, or 14~~ Full year 2016 operating earnings are expected to be up in the low-twenty percent range, as mix enrichment and ~~PTOI of $129 million decreased $77 million, or 37 percent, driven by lower prices and volumes for titanium dioxide,~~cost savings more than offset the negative impact of ~~currency and the impact of portfolio changes.~~currency.

Performance Materials - First quarter ~~2015~~2016 segment net sales of ~~$1,411~~$1,249 million decreased ~~$123~~$132 million, or 10 percent, primarily due lower local price, lower volume and a negative impact from currency. Lower price was driven by lower ethylene prices and competitive pressure in commodity product lines. Lower volumes in ethylene and ethylene-based products were partially offset by increased demand in Asia Pacific automotive markets, primarily in China. Operating earnings of $273 million decreased $44 million, or 14 percent, primarily due to lower sales and a $19 million negative impact from currency, partially offset by lower costs.

Outlook Full year 2016 segment net sales are expected to be about flat and full year 2016 operating earnings are expected to be down in the mid-single digits percent range, as volume growth is anticipated to be more than offset by lower local price and the negative impact of currency. Full year 2015 operating earnings included $49 million of benefits from a joint venture, the sale of a business and realization of tax benefits associated with a manufacturing site.

Protection Solutions - First quarter 2016 segment net sales of $729 million decreased $61 million, or 8 percent, ~~driven by the portfolio changes from the sale of Glass Laminating Solutions/Vinyls,~~primarily due to lower volume, the negative impact of currency, and ~~decreased ethylene pricing. Partially offsetting the~~lower local price. Volume declines ~~are increased volumes of ethylene and increased demand~~ in automotive markets primarily in North America and Asia Pacific. Prior year ethylene sales were constrained in advance of a scheduled outage at the Orange, Texas ethylene unit. PTOI of $327 million increased $34 million, or 12 percent, driven by volume growth for ethylene and improved product mix, partially offset by lower ethylene prices and the negative impact of currency.

~~Safety & Protection -~~ ~~First quarter 2015 segment sales of $909 million decreased 4 percent due to 6 percent volume growth driven by increased demand for Tyvek~~Nomex^®~~protective material,~~ thermal-resistant fiber, Kevlar^® ~~high strength materials~~high-strength material and ~~Nomex~~Tyvek^®~~thermal resistant fiber, which was more than offset~~ protective material were driven by weakness in the ~~negative impact~~oil and gas industry, delays in military spending, and lower industrial market demand. Operating earnings of ~~currency as well as the portfolio impact of the Sontara~~^®~~divestiture. PTOI of $184~~$176 million increased $9 million, or 5 percent, ~~primarily due to volume growth~~on lower costs and productivity improvements partially offset by the negative impact of currency. A benefit in connection with the advancement of an ongoing claim was partially offset by higher costs associated with lowerimproved plant utilization at the Chambers Works facility, ~~in New Jersey.~~partially offset by lower sales and a $6 million negative currency impact.

~~Table~~Outlook Full year 2016 segment net sales are expected to be about flat as volume growth is anticipated to offset price and the negative impact of ~~Contents~~currency. Full year 2016 operating earnings are expected to be up by the high single digits percent, primarily due to lower costs.

Liquidity & Capital Resources

Information related to the company's liquidity and capital resources can be found in the company's ~~2014~~2015 Annual Report, Part II, Item 7. ~~Managment's~~Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the three months ended March 31, ~~2015.~~2016.

(Dollars in millions) March 31, 2015 December 31, 2014
Cash, cash equivalents and marketable securities $ 3,747
$ 7,034
Total debt 10,384
10,694

Total debt as of March 31, 2015 was $10.4 billion, a decrease of $0.3 billion from $10.7 billion as of December 31, 2014. The decrease was primarily due to the repayment of long-term debt, partially offset by an increase in commercial paper.



(Dollars in millions)	March 31, 2016		December 31, 2015
Cash, cash equivalents and marketable securities	$	4,789	$	6,206
Total debt	9,751		8,807

The company's cash, cash equivalents and marketable securities at March 31, ~~2015~~2016 and December 31, ~~2014~~2015 are ~~$3.7~~$4.8 billion and ~~$7.0~~$6.2 billion, respectively. The $1.4 billion decrease was primarily due to ~~cash used to fund~~ seasonal working capital ~~needs.~~requirements.

Total debt as of March 31, 2016 was $9.8 billion, a $1.0 billion increase from $8.8 billion as of December 31, 2015, due primarily to borrowings under the Term Loan Facility and the Repurchase Facility, discussed below, as well as increased commercial paper borrowings, net of debt maturities.

In March 2016, the company entered into a credit agreement that provides for a three-year, senior unsecured term loan facility in the aggregate principal amount of $4.5 billion (the Term Loan Facility). DuPont may make up to seven term loan borrowings within one year of the closing date and amounts repaid or prepaid are not available for subsequent borrowings. The proceeds from the borrowings under the Term Loan Facility will be used for the company's general corporate purposes including debt repayment, working capital and share repurchases. The Term Loan Facility matures in March 2019 at which time all outstanding borrowings, including accrued but unpaid interest, become immediately due and payable. As of March 31, 2016, the company had borrowed $500 million and had unused commitments of $4.0 billion under the Term Loan Facility.

In addition, in March 2016, the company amended the existing revolving credit facility to reduce the aggregate principal amount of commitments from $4 billion to $3 billion consistent with lower expected commercial paper borrowings.

The Term Loan Facility and the amended revolving credit facility contain customary representations and warranties, affirmative and negative covenants, and events of default that are typical for companies with similar credit ratings and generally consistent with those applicable to DuPont’s long-term public debt. The Term Loan Facility and the amended revolving credit facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for DuPont and its consolidated subsidiaries not exceed 0.6667. At March 31, 2016, the company was in compliance with this financial covenant.

The Term Loan Facility and the amended revolving credit facility impose additional affirmative and negative covenants on DuPont and its subsidiaries after the closing of the proposed merger with Dow, subject to certain limitations, including to:

not sell, lease or otherwise convey to DowDuPont, its shareholders or its non-DuPont subsidiaries, any assets or properties of DuPont or its subsidiaries unless the aggregate amount of revenues attributable to all such assets and properties so conveyed after the merger does not exceed 30% of the consolidated revenues of DuPont and its subsidiaries as of December 31, 2015; and

not guarantee any indebtedness or other obligations of DowDuPont, Dow or their respective subsidiaries (other than of DuPont and its subsidiaries).

The Term Loan Facility and the amended revolving credit facility will terminate, and the loans and other amounts thereunder will become due and payable, upon the sale, transfer, lease or other disposition of all or substantially all of the assets of the Agriculture line of business to DowDuPont, its shareholders or any of its non-DuPont subsidiaries.

In February 2016, in line with seasonal agricultural working capital requirements, the company entered into a committed receivable repurchase agreement of up to $1 billion (the Repurchase Facility) that expires on November 30, 2016. Under the Repurchase Facility, the company may sell a portfolio of available and eligible outstanding customer notes receivables within the Agriculture segment to participating institutions and simultaneously agree to repurchase at a future date. See further discussion of this facility in Note 10 to the interim Consolidated Financial Statements.

The company has access to approximately $8.6 billion in unused credit lines, an increase of $3.7 billion from $4.9 billion as of December 31, 2015 due to the Term Loan Facility and Repurchase Facility discussed above, partially offset by the amended revolving credit facility discussed above. These unused credit lines provide support to meet short-term liquidity needs and general corporate purposes including letters of credit.

Summary of Cash Flows

Cash used for operating activities was ~~$2.1~~$1.8 billion for the three months ended March 31, ~~2015~~2016 compared to ~~$2.4~~$2.1 billion during the same period in 2015. The $0.3 billion decrease in cash used for operations was due primarily to lower working capital requirements and the positive currency impact that offsets cash used by foreign currency exchange contract settlements that is included in investing activities. The positive currency impacts were partially offset by the prepayment to Chemours.

Cash provided by investing activities was $27 million for the three months ended March 31, 2016 compared to $140 million of cash used during the same period last year. The ~~$0.3 billion~~ change was primarily the result of proceeds received from the sale of an entity, the sale of marketable securities and reduced purchases of property, plant and equipment. The reduction in purchases of property, plant and equipment was primarily due to ~~lower year-over-year increases~~the absence of Chemours in ~~working capital, coupled with lower earnings, and~~2016. This was partially offset by the ~~negative~~decrease in cash received from foreign currency ~~impact that offsets cash~~contract settlements.

Cash provided by ~~foreign currency exchange contract settlements is included in investing activities.~~

~~Cash used for investing~~financing activities was ~~$0.1~~$0.7 billion for the three months ended March 31, ~~2015~~2016 compared to ~~$0.2~~$0.9 billion ~~for~~of cash used during the same period last year. The ~~$0.1 billion~~ change was primarily due to cash provided by foreign currency exchange contract settlements offset by an adjustment to properly reflect purchases of property, plant and equipment on a cash basis. The impact of the adjustment was not material to prior periods.

~~Cash used for financing activities was $0.9 billion for the three months ended~~ ~~March 31, 2015~~ ~~compared to $2.5 billion for the same period last year. The $1.6 billion decrease was due primarily to an increase in short-term~~increased borrowings and lower common stock ~~repurchases offset with higher long-term debt repayments.~~repurchases.

Dividends paid to shareholders during the three months ended March 31, ~~2015~~2016 totaled ~~$0.4~~$0.3 billion. In January ~~2015,~~2016, the Board of Directors declared a first quarter ~~common stock~~ dividend of ~~$0.47~~$0.38 per share. In April ~~2015,~~2016, the Board of Directors declared a second quarter ~~common stock~~ dividend of ~~$0.49~~$0.38 per ~~share, a four percent increase over the January 2015 dividend.~~share. With the first and second quarter 2016 dividends, the company has paid quarterly consecutive dividends since the company’s first dividend in the fourth quarter 1904. DuPont expects that the sum of DuPont’s and Chemours’ aggregate third quarter dividend will be equivalent to DuPont’s aggregate quarterly dividend immediately prior to separation. Chemours expects to declare a quarterly dividend in the aggregate amount of $100 million in total for the third quarter 2015.

In January 2014, the company's Board of Directors authorized a $5 billion share buyback plan that replaced the 2011 plan. InDuring the three months ended March 31, 2015, the company purchased and retired 3.6 million shares in the open market for a total cost of $282 million, which offset the dilution from employee compensation plans in the first quarter of 2015. ~~As of March 31, 2015,~~There were no share repurchases under this plan in the ~~company has purchased 33.7 million shares at a total cost of $2.3 billion under the plan.~~first quarter 2016. There is no required completion date for the remaining stock purchases.

~~The company expects~~In the first quarter 2015, DuPont announced its intention to ~~receive dividend~~buy back shares of about $4 billion using the distribution proceeds received from Chemours. In connection with the completion of the spin-off of Chemours, ~~prior~~the Board of Directors authorized the use of the distribution proceeds to ~~separation,~~buy back shares of the ~~payment of which is anticipated~~company's common stock as follows: $2 billion to be ~~financed~~purchased and retired by ~~debt obtained~~December 31, 2015, which was completed during 2015, with the remainder to be purchased and retired by ~~Chemours~~December 31, 2016. There were no share repurchases under this plan in the ~~second~~first quarter of 2015. DuPont anticipates receiving total dividend proceeds of approximately $4 billion, pending the final credit ratings and underlying market conditions for Chemours. DuPont intends to return an amount equal to all or substantially all of this Chemours dividend to DuPont shareholders via share repurchases over the 12 to 18 month period following the separation, with a portion2016. DuPont's objective continues to be ~~returned in 2015.~~to complete the remaining $2 billion stock buyback by year end 2016. As a result of the planned merger with Dow, the company will not repurchase shares until after the shareholder vote on the merger. After the vote the company will evaluate the opportunities to enter the market and plans to make repurchases.

See ~~Part II, Item 2 and~~ Note 1012 to the interim Consolidated Financial Statements for additional information.

Guarantees and Off-Balance Sheet Arrangements

For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company's ~~2014~~2015 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Off- Balance Sheet Arrangements, and Note 911 to the interim Consolidated Financial Statements.

~~Table of Contents~~

Contractual Obligations

Information related to the company's contractual obligations at December 31, ~~2014~~2015 can be found in the company's ~~2014~~2015 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements. ~~The company's long-term debt obligations at March 31, 2015 decreased by $1.5 billion versus prior year-end primarily due to $1.4 billion of debt principal maturities.~~


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Note ~~11,~~13, “Financial Instruments”, to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the company's ~~2014~~2015 Annual Report for information on the company's utilization of financial instruments and an analysis of the sensitivity of these instruments.

~~Table of Contents~~

Item 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

The company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the company's reports filed or submitted under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

As of March 31, ~~2015~~2016, the company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.

b) Changes in Internal Control over Financial Reporting

There has been no change in the company's internal control over financial reporting that occurred during the quarter ended March 31, ~~2015~~2016 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

~~Table of Contents~~

PART II. OTHER INFORMATION


Item 1.	LEGAL PROCEEDINGS

The company is subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for third party property damage or personal injury stemming from alleged environmental torts. Information regarding certain of these matters is set forth below and in Note 911 to the interim Consolidated Financial Statements.

~~Litigation~~

~~Imprelis~~^® ~~Herbicide Claims Process~~

~~Information related to this matter is included in Note 9 to the interim Consolidated Financial Statements under the heading Imprelis~~^®.

PFOA: Environmental and Litigation Proceedings

For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms. Information related to this matter is included in Note 911 to the interim Consolidated Financial Statements under the heading PFOA.

~~Environmental Proceedings~~

~~LaPorte~~La Porte Plant, ~~LaPorte,~~La Porte, Texas

The U.S. Environmental Protection Agency (EPA) conducted a multimedia inspection at the ~~LaPorte~~La Porte facility in January 2008. DuPont, EPA and the Department of Justice (DOJ) began discussions in the ~~Fall~~fall 2011 relating to the management of certain materials in the facility's waste water treatment system, hazardous waste management, flare and air emissions. These negotiations continue.

~~LaPorte~~La Porte Plant, ~~LaPorte,~~La Porte, Texas - Crop Protection

On November 15, 2014 there was a release of methyl mercaptan at the company’s ~~LaPorte~~La Porte facility. The release occurred at the site’s Crop Protection unit resulting in four employee fatalities inside the unit. DuPont ~~is continuing its investigation into the incident. Several~~continues to cooperate with those governmental agencies ~~also are~~still conducting ~~their own~~ investigations. ~~DuPont~~In May 2015, the Occupational Safety & Health Administration (OSHA) cited the company for eight serious and one repeat violation with an associated penalty of $99,000. The company is ~~cooperating with these agency reviews.~~contesting OSHA’s findings.

La Porte Plant, La Porte, Texas - OSHA Process Safety Management (PSM) Audit

In 2015, OSHA conducted a PSM audit of the Crop Protection and Fluoroproducts units at the La Porte Plant. In July 2015, OSHA cited the company for three willful, one repeat and four serious PSM violations and placed the company in its Severe Violator Enforcement Program. OSHA has proposed a penalty of $273,000. The company is contesting OSHA’s findings.

Sabine Plant, Orange, Texas

In June 2012, DuPont began discussions with DOJ and EPA related to a multimedia ~~inspection~~inspections that EPA conducted at the Sabine facility in March ~~2009.~~2009 and December 2015. The discussions involve the management of materials in the facility's waste water treatment system, hazardous waste management, flare and air ~~emissions.~~emissions, including leak detection and repair.

~~Yerkes Plant, Buffalo, New York~~

In March 2015, DuPont began discussions with the EPA related to alleged violations at the Yerkes facility of a Risk Management Plan (RMP) and General Duty Clause under the Clean Air Act (CAA). The allegations stem from a 2010 incident at the facility during which a welding contractor ignited residual vapors in an empty storage vessel.

Item 1A. RISK FACTORS

There have been no material changes in the company's risk factors discussed in Part I, Item 1A, Risk Factors, in the company's ~~2014~~2015 Annual Report.

~~Table of Contents~~

~~Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~Issuer Purchases of Equity~~

~~In January 2014, the company's Board of Directors authorized a $5 billion share buyback plan. There is no required completion date for purchases under this plan.~~

~~In March 2015, the company purchased and retired 3.6 million shares~~Item 5. OTHER INFORMATION

As noted in ~~the open market under the $5 billion share buyback plan.~~

~~See Part I, Item 2 on page 29 of this report and~~ Note 101 to the interim Consolidated Financial Statements, ~~for additional information.~~effective January 1, 2016, the company adopted Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes. The amendments under the new guidance require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position on a retrospective basis. In conjunction with the early adoption of ASU No. 2015-17 in the first quarter 2016, the company also retrospectively reclassified deferred charges previously recorded in the current deferred income taxes line item to prepaid expenses on the Consolidated Balance Sheets.

The following ~~table summarizes information with respect to~~line items within the ~~company's purchase~~Consolidated Balance Sheets as of ~~its common stock during~~December 31, 2015 and 2014, respectively, were affected by the ~~three months ended March 31, 2015:~~ASU adoption:

Month Total Number of Shares Purchased
Average Price
Paid per Share
Total Number of
Shares Purchased as Part of Publicly Announced Program
Approximate Value
of Shares that May
Yet Be Purchased
Under the Program⁽¹⁾(Dollars in millions)
March:
Open Market Purchases 3,579,472
$78.86 3,579,472

Total 3,579,472
3,579,472
$ 2,718


¹	~~Represents approximate value of shares that may yet be purchased under the 2014 plan.~~

~~Item 4. MINE SAFETY DISCLOSURES~~



	2015							2014
(Dollars in millions)	As reported		As reported under ASU No. 2015-17		Change: (Decrease) / Increase			As reported		As reported under ASU No. 2015-17		Change: (Decrease) / Increase
Assets
Current assets
Prepaid expenses	$	248	$	398	$	150		$	264	$	452	$	188
Deferred income taxes	518		—		(518		)	532		—		(532		)

Deferred income taxes	$	3,431	$	3,799	$	368		$	3,734	$	4,078	$	344

Liabilities and Equity
Current liabilities
Income taxes	$	210	$	173	$	(37	)	$	534	$	487	$	(47	)

Deferred income taxes	$	380	$	417	$	37		$	459	$	506	$	47

~~Information regarding mine safety and other regulatory actions at~~

DuPont Sustainable Solutions, previously within the company's ~~surface mine~~Safety & Protection segment (now Protection Solutions) was comprised of two business units: clean technologies and consulting solutions. Effective January 1, 2016, the clean technologies business is reported in ~~Starke, Florida~~the Industrial Biosciences segment and the consulting solutions business unit is ~~included in Exhibit 95 to~~reported within Other. The following reflects the revised segment information for the reportable segments impacted by this ~~report.~~2016 segment reorganization for the years ended December 31, 2015, 2014 and 2013:



(Dollars in millions)	2015			2014			2013
Industrial Biosciences
Net Sales	$	1,478		$	1,624		$	1,631
Operating Earnings	243			269			232
Significant pre-tax charges not included in segment operating earnings	(61		)	(20		)	(1		)
Depreciation and amortization	101			102			98
Equity in earnings of affiliates	7			8			2
Segment net assets	3,154			3,241			3,325
Affiliate net assets	41			45			48
Purchases of property, plant and equipment	84			94			84
Protection Solutions
Net Sales	$	3,039		$	3,304		$	3,229
Operating Earnings	641			672			553
Significant pre-tax benefits (charges) not included in segment operating earnings	105			(45		)	6
Depreciation and amortization	156			168			178
Equity in earnings of affiliates	23			28			21
Segment net assets	2,295			2,339			2,464
Affiliate net assets	71			78			83
Purchases of property, plant and equipment	96			98			101
Other
Net Sales	$	184		$	213		$	237
Operating Earnings	(235		)	(233		)	(208		)
Significant pre-tax (charges) benefits not included in segment operating earnings	(40		)	(10		)	1
Depreciation and amortization	6			8			9
Equity in earnings of affiliates	(30		)	(47		)	(48		)
Segment net assets	258			316			122
Affiliate net assets	23			16			19
Purchases of property, plant and equipment	132			203			115


Item 6.	EXHIBITS

Exhibits: The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.

~~Table of Contents~~

SIGNATURE

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, thereunto duly authorized.



	E. I. DU PONT DE NEMOURS AND COMPANY
	(Registrant)

	Date:	April ~~21, 2015~~26, 2016


	By:	/s/ Nicholas C. Fanandakis

		Nicholas C. Fanandakis
		Executive Vice President and
		Chief Financial Officer
		(As Duly Authorized Officer and
		Principal Financial and Accounting Officer)

~~Table of Contents~~

EXHIBIT INDEX



Exhibit Number		Description

3.1		Company’s Restated Certificate of Incorporation (incorporated by reference to Exhibit ~~3.1~~99.2 to the company’s ~~Annual~~Current Report on Form ~~10-K~~8-K (Commission file number 1-815) ~~for the year ended December 31, 2012)~~dated June 1, 2015).

3.2		Company’s Bylaws, as last amended effective ~~August 12, 2013~~October 22, 2015 (incorporated by reference to Exhibit 3.2 to the ~~company’s~~company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended September 30, ~~2013)~~2015).

4		The company agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of the company and its subsidiaries.

10.1*		The DuPont Stock Accumulation and Deferred Compensation Plan for Directors, as last amended effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2013).

10.2*		Company’s Supplemental Retirement Income Plan, as last amended effective ~~June 4,~~December 18, 1996 (incorporated by reference to Exhibit 10.2 to the company’s Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2011).

10.3*		Company’s Pension Restoration Plan, as last amended effective ~~May 15, 2014~~June 29, 2015 (incorporated by reference to Exhibit 10.3 to the company's ~~Annual~~Quarterly Report on ~~10-K~~Form 10-Q (Commission file number 1-815) for the ~~year~~period ended ~~December 31, 2014)~~June 30, 2015).

10.4*		Company’s Rules for Lump Sum Payments, as last amended effective ~~December 20, 2007~~May 15, 2014 (incorporated by reference to Exhibit 10.4 to the ~~company’s~~company's Quarterly Report on Form 10-Q (Commission file number 1-815)for the period ended June 30, ~~2011)~~2015).

10.5*		Company’s Stock Performance Plan, as last amended effective January 25, 2007 (incorporated by reference to Exhibit 10.5 to the company’s Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2011).

10.6*		Company’s Equity and Incentive Plan, as amended October 23, 2014 (incorporated by reference to Exhibit ~~10.6~~10.06 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended September 30, ~~2014.~~2014).

10.7*		Form of Award Terms under the company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.7 to the company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2013).

10.8*		Company’s Retirement Savings Restoration Plan, as last amended effective May 15, 2014. (incorporated by reference to Exhibit ~~10.8~~10.08 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2014).

10.9*		Company’s Retirement Income Plan for Directors, as last amended January 2011 (incorporated by reference to Exhibit 10.9 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2012).

10.10*		Company's Senior Executive Severance Plan, ~~adopted on August 12, 2013~~as amended and restated effective December 10, 2015 (incorporated by reference to Exhibit ~~10.11~~10.10 to the company's ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K (Commission file number 1-815) for the ~~period~~year ended ~~September 30, 2013)~~December 31, 2015). The company agrees to furnish supplementally a copy of any omitted schedules to the Commission upon request.

~~Table of Contents~~



Exhibit Number		Description

10.11*		Supplemental Deferral Terms for Deferred Long Term Incentive Awards and Deferred Variable Compensation Awards (incorporated by reference to Exhibit 10.12 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2013).

10.12*		Form of 2014 Award Terms under the Company's Equity and Incentive Plan (incorporated by reference to Exhibit 10.13 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2014).

10.13*		Company’s Management Deferred Compensation Plan, as last amended effective April 15, 2014 (incorporated by reference to Exhibit 10.13 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2014).

10.14*		~~Consulting~~Separation Agreement dated October ~~22, 2014,~~5, 2015, by and between ~~E.I.~~E. I. du Pont de Nemours and Company and ~~Thomas M. Connelly (incorporate~~Ellen J. Kullman (incorporated by reference to Exhibit ~~10.4~~10.1 to the company's Current Report on Form 8-K (Commission file 1-815) dated October 5, 2015).

10.15*		Form of 2015 Award Terms under the Company's Equity and Incentive Plan (incorporated by reference to Exhibit 10.15 to the company's Quarterly Report on 10-Q (Commission file number 1-815) for the period ended ~~September 30, 2014)~~March 31, 2015).

10.1510.16		Letter Agreement dated January 4, 2016 and, entered January 18, 2016, by and between the Company and Mr. James C. Borel (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K (Commission file number 1-815) dated January 22, 2016).

10.17**		Separation Agreement by and between the Company and The Chemours Company (incorporated by reference to reference to Exhibit 2.1 to the company’s Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015).

10.18		Tax Matters Agreement by and between the Company and The Chemours Company (incorporated by reference to reference to Exhibit 2.2 to the company’s Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015).

10.19**		Agreement and Plan of Merger by and between the Company and The Dow Chemical Company, dated as of December 11, 2015 (incorporated by reference to Exhibit 2.1 to the company's Current Report on Form 8-K (Commission file number 1-815) dated December 11, 2015).

10.20**		Master Repurchase Agreement with Cooperative Rabobank, U.A. (New York Branch) and The Bank of Tokyo Mitsubishi UFJ Ltd. (New York Branch) dated as of February 3, 2016 (incorporated by reference to Exhibit 10.20 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2015).

10.21**		Master Framework Agreement with Cooperative Rabobank, U.A. (New York Branch) and The Bank of Tokyo Mitsubishi UFJ Ltd. (New York Branch) dated as of February 3, 2016 (incorporated by reference to Exhibit 10.21 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2015).

10.22**		Form of ~~2015~~2016 Award Terms under the Company's Equity and Incentive Plan.

12		Computation of Ratio of Earnings to Fixed Charges.

~~18.1~~		Preferability Letter of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 18.1 to the company's Quarterly Report on Form 10-Q for the period ended September 30, 2014).

31.1		Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Executive Officer.

31.2		Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Financial Officer.



32.1		Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.

32.2		Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.

95		~~Mine Safety Disclosures.~~

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*Management contract or compensatory plan or arrangement.

**DuPont hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request.

3646



	Employee Separation Costs			Other Non-Personnel Charges ¹			Total
Balance at December 31, 2014	$	264		$	4		$	268
Payments	(38		)	(1		)	(39		)
Net translation adjustment	(6		)	—			(6		)
Balance as of March 31, 2015	$	220		$	3		$	223


	Three Months Ended																		Affected Line Item in Consolidated Income Statements¹	Three Months Ended																		Affected Line Item in Consolidated Income Statements
	March 31, 2015									March 31, 2014										March 31, 2016									March 31, 2015
	Pre-Tax			Tax			After-Tax			Pre-Tax			Tax			After-Tax				Pre-Tax			Tax			After-Tax			Pre-Tax			Tax			After-Tax
Cumulative translation adjustment(1)	$	(1,189	)	$	—		$	(1,189	)	$	(72	)	$	—		$	(72	)	See (4) below	$	170		$	—		$	170		$	(1,189	)	$	—		$	(1,189	)
Net revaluation and clearance of cash flow hedges to earnings:
Additions and revaluations of derivatives designated as cash flow hedges	(22		)	6			(16		)	38			(14		)	24			See (2) below	16			(6		)	10			(22		)	6			(16		)	See (2) below
Clearance of hedge results to earnings:
Foreign currency contracts	(8		)	3			(5		)	1			—			1			Net sales	—			—			—			(8		)	3			(5		)	Net sales
Commodity contracts	15			(6		)	9			17			(7		)	10			Cost of goods sold	11			(4		)	7			15			(6		)	9			Cost of goods sold
Net revaluation and clearance of cash flow hedges to earnings	(15		)	3			(12		)	56			(21		)	35				27			(10		)	17			(15		)	3			(12		)
Pension benefit plans:
Net (loss) gain	(4		)	1			(3		)	1			—			1			See (2) below
Net loss																				(1,191		)	428			(763		)	(4		)	1			(3		)	See (2) below
Effect of foreign exchange rates	100			(27		)	73			—			—			—			See (2) below	1			—			1			100			(27		)	73			See (2) below
Reclassifications to net income:
Amortization of prior service (benefit) cost	(2		)	1			(1		)	1			—			1			See (3) below
Amortization of prior service benefit																				(2		)	1			(1		)	(2		)	1			(1		)	See (3) below
Amortization of loss	209			(74		)	135			149			(51		)	98			See (3) below	172			(60		)	112			209			(74		)	135			See (3) below
Curtailment loss																				49			(17		)	32			—			—			—			See (3) below
Settlement loss	5			(2		)	3			—			—			—			See (3) below	1			(1		)	—			5			(2		)	3			See (3) below
Pension benefit plans, net	308			(101		)	207			151			(51		)	100				(970		)	351			(619		)	308			(101		)	207
Other benefit plans:
Net loss																				(124		)	45			(79		)	—			—			—			See (2) below
Reclassifications to net income:
Amortization of prior service benefit	(52		)	19			(33		)	(53		)	19			(34		)	See (3) below	(39		)	13			(26		)	(52		)	19			(33		)	See (3) below
Amortization of loss	19			(7		)	12			14			(4		)	10			See (3) below	17			(7		)	10			19			(7		)	12			See (3) below
Curtailment gain																				(30		)	10			(20		)	—			—			—			See (3) below
Other benefit plans, net	(33		)	12			(21		)	(39		)	15			(24		)		(176		)	61			(115		)	(33		)	12			(21		)
Other comprehensive (loss) income	$	(929	)	$	(86	)	$	(1,015	)	$	96		$	(57	)	$	39
Net unrealized loss on securities:
Unrealized loss on securities arising during the period																				(9		)	—			(9		)	—			—			—			See (4) below
Reclassification of gain realized in net income																				1			—			1			—			—			—			Other income, net
Net unrealized loss on securities																				(8		)	—			(8		)	—			—			—
Other comprehensive loss																				$	(957	)	$	402		$	(555	)	$	(929	)	$	(86	)	$	(1,015	)



	Three Months Ended March 31,
	2015			2014
Total segment PTOI	$	1,941		$	2,248
Non-operating pension and other postretirement employee benefit costs	(75		)	(30		)
Net exchange gains (losses)²	64			(96		)
Corporate expenses¹	(245		)	(217		)
Interest expense	(84		)	(103		)
Income before income taxes	$	1,601		$	1,802



Month	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Value of Shares that May Yet Be Purchased Under the Program⁽¹⁾(Dollars in millions)
March:
Open Market Purchases	3,579,472	$78.86	3,579,472
Total	3,579,472		3,579,472	$	2,718