Form 10-Q DUPONT E I DE NEMOURS & For: Sep 30

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October 28, 2014 4:16 PM EDT

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�

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 September�30, 2014

�



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, Wilmington, Delaware 19898

(Address of Principal Executive Offices)

�

(302) 774-1000

(Registrants 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 905,947,000 shares (excludes 87,041,000 shares of treasury stock) of common stock, $0.30 par value, outstanding at October 22, 2014.

�

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	8
�	Note 3.	Employee Separation / Asset Related Charges, Net	8
�	Note 4.	Other Income, Net	9
�	Note 5.	Income Taxes	9
�	Note 6.	Earnings Per Share of Common Stock	10
�	Note 7.	Inventories	11
�	Note 8.	Goodwill and Other Intangible Assets	11
�	Note 9.	Commitments and Contingent Liabilities	12
�	Note 10.	Stockholders Equity	14
�	Note 11.	Financial Instruments	17
�	Note 12.	Long-Term Employee Benefits	22
�	Note 13.	Segment Information	23
�	�		�
Item 2.	Managements Discussion and Analysis of Financial Condition and Results of Operations		25
�	Cautionary Statements About Forward-Looking Statements		25
�	Recent Developments		25
�	Results of Operations		26
�	Recent Accounting Pronouncements		29
�	Segment Reviews		30
�	Liquidity�& Capital Resources		33
�	Contractual Obligations		34
�	PFOA		34
�	�		�
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		34
Item 4.	Controls and Procedures		35
�	�		�
Part�II	Other Information		�
�	�		�
Item 1.	Legal Proceedings		36
Item 1A.	Risk Factors		36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds: Issuer Purchases of Equity		37
Item 4.	Mine Safety Disclosures		37
Item 5.	Other Information		37
Item 6.	Exhibits		37
Signature	�		38
Exhibit�Index	�		39

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					Nine Months Ended
�	September�30,					September�30,
�	2014		2013			2014		2013
Net sales	$	7,511	$	7,735		$	27,345	$	27,987
Other income, net	357		70			782		321
Total	7,868		7,805			28,127		28,308
Cost of goods sold	4,880		5,166			16,879		17,415
Other operating charges	839		989			2,461		2,843
Selling, general and administrative expenses	756		774			2,629		2,740
Research and development expense	514		540			1,577		1,603
Interest expense	93		108			290		340
Employee separation / asset related charges, net						263
Total	7,082		7,577			24,099		24,941
Income from continuing operations before income taxes	786		228			4,028		3,367
Provision for (benefit from) income taxes on continuing operations	352		(35		)	1,075		687
Income from continuing operations after income taxes	434		263			2,953		2,680
Income from discontinued operations after income taxes			25					1,997
Net income	434		288			2,953		4,677
Less: Net income attributable to noncontrolling interests	1		3			11		14
Net income attributable to DuPont	$	433	$	285		$	2,942	$	4,663
Basic earnings per share of common stock:	�		�			�		�
Basic earnings per share of common stock from continuing operations	$	0.47	$	0.28		$	3.20	$	2.87
Basic earnings per share of common stock from discontinued operations			0.03					2.16
Basic earnings per share of common stock	$	0.47	$	0.30		$	3.20	$	5.03
Diluted earnings per share of common stock:	�		�			�		�
Diluted earnings per share of common stock from continuing operations	$	0.47	$	0.28		$	3.17	$	2.85
Diluted earnings per share of common stock from discontinued operations			0.03					2.14
Diluted earnings per share of common stock	$	0.47	$	0.30		$	3.17	$	4.99
Dividends per share of common stock	$	0.47	$	0.45		$	1.37	$	1.33

�

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						Nine Months Ended
�	September�30,						September�30,
�	2014			2013			2014			2013
Net income	$	434		$	288		$	2,953		$	4,677
Other comprehensive (loss) income, before tax:	�			�			�			�
��Cumulative translation adjustment	(428		)	177			(559		)	(46		)
��Net revaluation and clearance of cash flow hedges to earnings:	�			�			�			�
��Additions and revaluations of derivatives designated as cash flow hedges	(3		)	(15		)	23			(39		)
��Clearance of hedge results to earnings	(2		)	1			29			(27		)
��Net revaluation and clearance of cash flow hedges to earnings	(5		)	(14		)	52			(66		)
��Pension benefit plans:	�			�			�			�
��Net (loss) gain	(5		)	(4		)	(107		)	52
��Prior service (cost) benefit	(1		)	62			(1		)	62
��Reclassifications to net income:	�			�			�			�
��Amortization of prior service cost	1			2			2			8
��Amortization of loss	151			244			450			724
��Curtailment / settlement loss	2						8			153
��Pension benefit plans, net	148			304			352			999
��Other benefit plans:	�			�			�			�
��Net (loss) gain	(33		)	95			(33		)	140
��Prior service benefit	50			199			50			199
��Reclassifications to net income:	�			�			�			�
��Amortization of prior service benefit	(54		)	(48		)	(160		)	(142		)
��Amortization of loss	15			26			43			51
��Curtailment / settlement gain										(153		)
��Other benefit plans, net	(22		)	272			(100		)	95
��Net unrealized gain on securities										1
Other comprehensive (loss) income, before tax	(307		)	739			(255		)	983
��Income tax expense related to items of other comprehensive income	(28		)	(195		)	(92		)	(337		)
Other comprehensive (loss) income, net of tax	(335		)	544			(347		)	646
Comprehensive income	99			832			2,606			5,323
��Less: Comprehensive income attributable to noncontrolling interests	1			3			11			14
Comprehensive income attributable to DuPont	$	98		$	829		$	2,595		$	5,309

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)�



�	September�30, 2014			December�31, 2013
Assets	�			�
Current assets	�			�
Cash and cash equivalents	$	3,982		$	8,941
Marketable securities	566			145
Accounts and notes receivable, net	8,347			6,047
Inventories	7,295			8,042
Prepaid expenses	239			206
Deferred income taxes	739			775
Assets held for sale				228
Total current assets	21,168			24,384
Property, plant and equipment, net of accumulated depreciation ��(September 30, 2014 - $19,765; December�31, 2013 - $19,438)	13,114			12,993
Goodwill	4,602			4,713
Other intangible assets	4,730			5,096
Investment in affiliates	998			1,011
Deferred income taxes	2,263			2,353
Other assets	1,036			949
Total	$	47,911		$	51,499
Liabilities and Equity	�			�
Current liabilities	�			�
Accounts payable	$	3,757		$	5,180
Short-term borrowings and capital lease obligations	3,889			1,721
Income taxes	528			247
Other accrued liabilities	3,963			6,219
Total current liabilities	12,137			13,367
Long-term borrowings and capital lease obligations	9,279			10,741
Other liabilities	9,636			10,179
Deferred income taxes	877			926
Total liabilities	31,929			35,213
Commitments and contingent liabilities
Stockholders equity	�			�
Preferred stock	237			237
Common stock, $0.30 par value; 1,800,000,000 shares authorized; ��Issued at September 30, 2014 - 992,865,000; December�31, 2013 - 1,014,027,000	298			304
Additional paid-in capital	10,991			11,072
Reinvested earnings	16,913			16,784
Accumulated other comprehensive loss	(5,789		)	(5,441		)
Common stock held in treasury, at cost (87,041,000 shares at September 30, 2014 and December�31, 2013)	(6,727		)	(6,727		)
Total DuPont stockholders equity	15,923			16,229
Noncontrolling interests	59			57
Total equity	15,982			16,286
Total	$	47,911		$	51,499

�

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)

�



�	Nine Months Ended
�	September�30,
�	2014			2013
Operating activities	�			�
Net income	$	2,953		$	4,677
Adjustments to reconcile net income to cash used for operating activities:	�			�
Depreciation	944			961
Amortization of intangible assets	294			255
Other operating charges and credits - net	563			447
Gain on sales of businesses	(418		)	(2,689		)
Contributions to pension plans	(231		)	(246		)
Change in operating assets and liabilities - net	(5,907		)	(5,738		)
Cash used for operating activities	(1,802		)	(2,333		)
Investing activities	�			�
Purchases of property, plant and equipment	(1,311		)	(1,223		)
Investments in affiliates	(37		)	(43		)
Payments for businesses - net of cash acquired				(133		)
Proceeds from sales of businesses - net	727			4,816
Proceeds from sales of assets - net	29			126
Net increase in short-term financial instruments	(422		)	(78		)
Forward exchange contract settlements	97			82
Other investing activities - net	197			31
Cash (used for) provided by investing activities	(720		)	3,578
Financing activities	�			�
Dividends paid to stockholders	(1,268		)	(1,242		)
Net increase in borrowings	749			3,204
Prepayments / repurchase of common stock	(2,000		)	(1,000		)
Proceeds from exercise of stock options	285			497
Other financing activities - net	1			3
Cash (used for) provided by financing activities	(2,233		)	1,462
Effect of exchange rate changes on cash	(204		)	(81		)
(Decrease) / increase in cash and cash equivalents	$	(4,959	)	$	2,626
Cash and cash equivalents at beginning of period	8,941			4,379
Cash and cash equivalents at end of period	$	3,982		$	7,005

�

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 companys Annual Report on Form�10-K for the year ended December�31, 2013, collectively referred to as the 2013 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 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. In February 2013, the company sold its Performance Coatings business (which represented a reportable segment). In accordance with GAAP, the results of Performance Coatings 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 and discontinued operations may not equal the total company earnings per share amounts due to rounding. The cash flows and comprehensive income related to Performance Coatings have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows and Comprehensive Income, respectively, for all periods presented. Amounts related to Performance Coatings are consistently included in or excluded from the Notes to the interim Consolidated Financial Statements based on the financial statement line item and period of each disclosure. See Note 2 for additional information.

Venezuelan Foreign Currency

Venezuela is considered a highly inflationary economy under GAAP and the U.S. dollar (USD) is the functional currency for the company's subsidiaries in Venezuela. During the first quarter 2014, the Venezuelan government enacted certain changes to the countrys foreign exchange systems including the expansion of the use of the Complementary System of Foreign Currency Acquirement (SICAD 1) auction rate and introduction of the SICAD 2 auction process. The official exchange rate continues to be set through the National Center for Foreign Commerce (CENCOEX, previously CADIVI) at 6.3 Bolivar Fuertes (BsF) to USD. Based on its evaluation of the restrictions and limitations affecting the availability of specific exchange rate mechanisms, management has concluded that the SICAD 2 auction process would be the most likely mechanism available. As a result, effective June 30, 2014, the company changed from the official exchange rate to the SICAD 2 exchange rate to remeasure its BsF denominated net monetary assets which resulted in a pre-tax charge of $58. The charge is recorded within other income, net in the company's interim Consolidated Income Statements for the nine months ended September 30, 2014. The company expects it will continue to use the SICAD 2 exchange rate to remeasure its Venezuelan BsF denominated revenues, expenses and net monetary assets unless facts and circumstances change.

Goodwill and Other Intangible Assets

Goodwill and indefinite-lived intangible assets are tested for impairment at least annually; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. During the third quarter 2014, the company changed its annual impairment testing from September 30^th to July 1^st. The company believes this timing is preferable as it better aligns the goodwill impairment test with its strategic business planning cycle. This change did not result in the delay, acceleration or avoidance of an impairment charge. The change was applied prospectively, as retrospective application would have been impractical because the company is unable to objectively select assumptions that would have been used in previous periods without the benefit of hindsight. The company completed its annual impairment testing in the third quarter of 2014 and determined that no adjustments to the carrying value of goodwill or indefinite lived intangible assets were necessary.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) jointly issued Accounting Standards Update (ASU) No. 2014-9, Revenue from Contracts with Customers (Topic 606), which 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 ASU is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under GAAP and retrospective application is permitted, but not required. The company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

In April 2014, the FASB issued authoritative guidance amending existing requirements for reporting discontinued operations.� Under the new guidance, discontinued operations reporting will be limited to disposal 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 in the financial statements. Public entities will apply the amended guidance prospectively to all disposals occurring within annual periods beginning on or after December 15, 2014 and interim periods within those years. The company will adopt this standard on January 1, 2015. Due to the change in requirements for reporting discontinued operations described above, presentation and disclosures of future disposal transactions after adoption may be different than under current standards.

Note 2.�Divestitures and Other Transactions

Glass Laminating Solutions/Vinyls

In June 2014, the company sold Glass Laminating Solutions/Vinyls (GLS/Vinyls), a part of the Performance Materials segment, to Kuraray Co. Ltd. The sale resulted in a pre-tax gain of $391 ($273 net of tax). The gain was recorded in other income, net in the company's interim Consolidated Income Statements for the nine months ended September�30, 2014.

Performance Chemicals

On October 24, 2013, DuPont announced that it intends to separate its Performance Chemicals segment through a U.S. tax-free spin-off to shareholders, subject to customary closing conditions. The company expects to complete the separation about mid-2015. During the three and nine months ended September�30, 2014, the company incurred $61 and $112 of costs associated with the transaction which were reported in other operating charges in the company's interim Consolidated Income Statements. These transaction costs primarily relate to professional fees associated with preparation of regulatory filings and separation activities within finance, legal and information system functions.

Performance Coatings

In February 2013, the company sold its Performance Coatings business to Flash Bermuda Co. Ltd., a Bermuda exempted limited liability company formed by affiliates of The Carlyle Group (collectively referred to as "Carlyle"). The sale resulted in a pre-tax gain of $2,689 ($1,964 net of tax). The gain was recorded in income from discontinued operations after income taxes in the company's interim Consolidated Income Statements for the nine months ended September�30, 2013.

The results of discontinued operations are summarized below:



�	Three Months Ended			Nine Months Ended
�	September 30,			September 30,
�	2013			2013
Net sales	$			$	331
Income before income taxes	$	7		$	2,720
(Benefit from) provision for income taxes	(18		)	723
Income from discontinued operations after income taxes	$	25		$	1,997

Note 3.�Employee Separation / Asset Related Charges, Net

2014 Restructuring Program

In the second quarter 2014, DuPont announced its global, multi-year initiative to redesign its global organization and operating model to improve productivity and agility across all businesses and functions. As the first step in this initiative, DuPont commenced a restructuring plan to realign and rebalance staff function support and to reduce residual costs associated with the separation of its Performance Chemicals segment. As a result, the company recorded a pre-tax charge of $263, consisting of $166 employee separation costs, $3 of other non-personnel charges and $94 of asset shut down costs. The charge was recorded in employee separation / asset related charges, net in the company's interim Consolidated Income Statements for the nine months ended September 30, 2014. The actions associated with this charge and all related payments are expected to be substantially complete by December 31, 2015. The company anticipates that it will incur future charges, which it cannot reasonably estimate at this time, related to this plan as it implements additional actions.

The year-to-date charge impacted segment earnings as follows: Agriculture - $47, Electronics & Communications - $68, Industrial Biosciences - $2, Nutrition & Health - $8, Performance Chemicals - $19, Performance Materials - $29, and Safety & Protection - $31, Other - $2, as well as Corporate expenses - $57.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

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



�	Employee Separation Costs			Other Non-Personnel Charges		Asset Shut Down �Costs			Total
Charges to income for the nine months ended September 30, 2014	$	166		$	3	$	94		$	263
Charges to accounts:	�			�		�			�
Payments	(22		)						(22		)
Net translation adjustment	(5		)						(5		)
Asset write-offs and adjustments						(94		)	(94		)
Balance as of September 30, 2014	$	139		$	3	$			$	142

Note 4.� Other Income, Net�



�	Three Months Ended					Nine Months Ended
�	September 30,					September 30,
�	2014		2013			2014		2013
Royalty income	$	48	$	35		$	120	$	122
Interest income	33		34			104		106
Equity in earnings of affiliates, excluding exchange gains/losses¹	6		28			28		14
Gain on sale of equity method investment								9
Net gain on sales of businesses and other assets	29		7			440		17
Net exchange gains (losses)¹	218		(101		)	13		(55		)
Cozaar^�/Hyzaar^��income						1		14
Miscellaneous income and expenses, net ²	23		67			76		94
Other income, net	$	357	$	70		$	782	$	321

�

¹�

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 (benefit from) income taxes on continuing operations on the company's interim Consolidated Income Statements. Exchange gains (losses) related to earnings of affiliates was $3 and $1 for the three and nine months ended September�30, 2014, respectively. Exchange gains (losses) related to earnings of affiliates was $(1) and $4 for the three and nine months ended September�30, 2013, respectively. The $13 net exchange gain for the nine months ended September�30, 2014, includes $(58), $(46) and $(14) exchange losses, associated with the devaluation of the Venezuelan bolivar, Ukrainian hryvnia, and Argentinian peso, respectively. The $(55) net exchange losses for the nine months ended September�30, 2013, includes a $(33) exchange loss associated with the devaluation of the Venezuelan bolivar.


^2��	Miscellaneous income and expenses, net, includes interest items, certain insurance recoveries and litigation settlements, and other items.

Note 5.� Income Taxes�

In the third quarter 2014, the company recorded a tax provision on continuing operations of $352, including $257 of tax expense, primarily associated with the companys policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations.

Year-to-date 2014, the company recorded a tax provision on continuing operations of $1,075, including $232 of tax expense, primarily associated with the companys policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations.

In the third quarter 2013, the company recorded a tax benefit of $35 on continuing operations pre-tax income of $228. The benefit included $58 of tax benefit primarily associated with the company's policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Year-to-date 2013, the company recorded a tax provision on continuing operations of $687, including $8 of tax benefit primarily associated with the companys policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations. Included in the provision was a $33 tax benefit related to an enacted tax law change, a $68 tax benefit derived from the 2013 extension of certain U.S. business tax provisions partially offset by $49 of tax expense related to a change in accrual for a prior year tax position and $26 of tax expense related to the global distribution of the proceeds from the sale of the Performance Coatings business.

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 companys 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 companys global unrecognized tax benefits could be in the range of $100 to $125 within the next twelve months with the majority due to the settlement of uncertain tax positions with various tax authorities.

Note 6.� 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						Nine Months Ended
�	September�30,						September�30,
�	2014			2013			2014			2013
Numerator:	�			�			�			�
Income from continuing operations after income taxes attributable to DuPont	$	433		$	260		$	2,942		$	2,666
Preferred dividends	(2		)	(3		)	(7		)	(8		)
Income from continuing operations after income taxes available to DuPont common stockholders	$	431		$	257		$	2,935		$	2,658
�	�			�			�			�
Income from discontinued operations after income taxes	$			$	25		$			$	1,997
�	�			�			�			�
Net income available to common stockholders	$	431		$	282		$	2,935		$	4,655
�	�			�			�			�
Denominator:	�			�			�			�
Weighted-average number of common shares outstanding - Basic	910,764,000			925,645,000			917,589,000			925,548,000
Dilutive effect of the companys employee compensation plans	6,997,000			7,360,000			7,057,000			6,994,000
Weighted-average number of common shares outstanding - Diluted	917,761,000			933,005,000			924,646,000			932,542,000

The following average number of stock options were antidilutive, and therefore, were not included in the diluted earnings per share calculations:�



�	Three Months Ended		Nine Months Ended
�	September�30,		September�30,
�	2014	2013	2014	2013
Average number of stock options	7,000		4,000	3,461,000

�

The change in the average number of stock options that were antidilutive in the three and nine months ended September�30, 2014 compared to the same period last year was due to changes in the companys average stock price.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 7. Inventories�



�	September�30, 2014			December�31, 2013
Finished products	$	4,150		$	4,645
Semi-finished products	2,515			2,576
Raw materials, stores and supplies	1,144			1,360
�	7,809			8,581
Adjustment of inventories to a last-in, first-out (LIFO) basis	(514		)	(539		)
Total	$	7,295		$	8,042

Note 8.� Goodwill and Other Intangible Assets�

There were no significant changes in goodwill for the nine months ended September�30, 2014.

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



�	September�30, 2014							December�31, 2013
�	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization (Definite-lived):	�		�			�		�		�			�
Customer lists	$	1,742	$	(452	)	$	1,290	$	1,818	$	(393	)	$	1,425
Patents	503		(192		)	311		519		(160		)	359
Purchased and licensed technology	1,799		(1,055		)	744		1,999		(1,129		)	870
Trademarks	36		(15		)	21		43		(17		)	26
Other ¹	213		(87		)	126		242		(106		)	136
�	4,293		(1,801		)	2,492		4,621		(1,805		)	2,816
�	�		�			�		�		�			�
Intangible assets not subject to amortization (Indefinite-lived):	�		�			�		�		�			�
In-process research and development	40					40		43					43
Microbial cell factories ²	306					306		306					306
Pioneer germplasm ³	1,071					1,071		1,050					1,050
Trademarks/tradenames	821					821		881					881
�	2,238					2,238		2,280					2,280
Total	$	6,531	$	(1,801	)	$	4,730	$	6,901	$	(1,805	)	$	5,096


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

^2��

Microbial cell factories, derived from natural microbes, are used to sustainably produce enzymes, peptides and chemicals using natural metabolic processes. The company recognized the microbial cell factories as an intangible asset upon the acquisition of Danisco. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.

^3��

Pioneer germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. The company recognized germplasm as an intangible asset upon the acquisition of Pioneer. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life. ��

The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $49 and $294 for the three and nine months ended September�30, 2014, respectively, and $62 and $255 for the three and nine months ended September�30, 2013, respectively. The estimated aggregate pre-tax amortization expense from continuing operations for the remainder of 2014 and each of the next five years is approximately $79, $382, $352, $232, $229 and $224, respectively.

��

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 9.� Commitments and Contingent Liabilities�

Guarantees�

Indemnifications

In connection with acquisitions and divestitures, 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. At September�30, 2014 and December�31, 2013, the company had directly guaranteed $488 and $561, 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 37 percent of the $302 of guaranteed obligations of customers and suppliers. Set forth below are the company's guaranteed obligations at September�30, 2014:



�	Short-Term		Long-Term		Total
Obligations for customers and suppliers¹:	�		�		�
Bank borrowings (terms up to 8 years)	$	210	$	90	$	300
Leases on equipment and facilities (terms up to 4 years)			2		2
Obligations for equity affiliates²:	�		�		�
Bank borrowings (terms less than 1�year)	186				186
Total	$	396	$	92	$	488


¹�	Existing guarantees for customers and suppliers, as part of contractual agreements.


²��	Existing guarantees for equity affiliates' liquidity needs in normal operations.

Imprelis^��

The company has received claims and has been served with multiple 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. At September 30, 2014, the company has settled or reached settlements in principle for the majority of these claims and lawsuits. Approximately 35 lawsuits remain pending claiming property and related damage. This represents a decrease of about 90 over the number of lawsuits pending at June 30, 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.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

At September�30, 2014, DuPont had recorded charges of $1,175, within other operating charges, to resolve these claims, which represents the company's best estimate of the loss associated with resolving these claims. The company did not take any charges related to this matter during the three and nine months ended September�30, 2014. The three months ended September�30, 2013 included net charges of $40, consisting of a $65 charge offset by $25 of insurance recoveries. The nine months ended September�30, 2013 included net charges of $155, consisting of charges of $180 offset by $25 of insurance recoveries received in the third quarter 2013. At September�30, 2014, DuPont had accruals of $312 related to these claims. The company has an applicable insurance program with a deductible equal to the first $100 of costs and expenses. The insurance program limits are $725 for costs and expenses in excess of the $100. Insurance recoveries are recognized when realized. DuPont has submitted and will continue to submit requests for payment to its insurance carriers for costs associated with this matter. The company has begun to receive payment from its insurance carriers and continues to seek recovery although the timing and outcome remain uncertain. To date the company has recognized and received insurance recoveries of $73.

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. Except as otherwise noted, management does not anticipate their resolution will have a materially adverse effect on the company's consolidated financial position or liquidity.� However, the ultimate liabilities could be significant 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 September�30, 2014, DuPont has accruals of $14 related to the PFOA matters discussed below.

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 and made a payment of $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 put $1 in an escrow account to fund medical monitoring as required by the settlement agreement.� The court appointed Director of Medical Monitoring has established the program to implement the medical panel's recommendations.� Under the program, notice has been given and the registration process, as well as eligibility screening, to participate in diagnostic testing has begun. As of September 30, 2014, no money has been disbursed from the fund.�

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.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

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 September�30, 2014, there were approximately 2,545 lawsuits filed in various federal and state courts in Ohio and West Virginia, an increase of about 255 over June 30, 2014. In accordance with a stipulation reached in the third quarter 2014 and other court procedures, these lawsuits have been or will be served and consolidated in multi-district litigation in Ohio federal court (MDL). The majority of the lawsuits allege personal injury claims associated with high cholesterol and thyroid disease from exposure to PFOA in drinking water.� There are 18 lawsuits alleging wrongful death. Based on comments from attorneys for the plaintiffs, DuPont expects additional lawsuits may be filed. In the third quarter 2014, six plaintiffs from the MDL were selected for the individual trial. The first trial is scheduled to begin in September 2015, and the second in November 2015. DuPont denies the allegations in these lawsuits and is defending itself vigorously.

Additional Actions

An Ohio action brought by the LHWA is ongoing. In addition to general claims of PFOA contamination of drinking water, the action claims 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 which if granted, will be dispositive of this matter. The LHWA has moved for partial summary judgment. DuPont denies these claims and is defending itself vigorously.

While it is probable that the company will incur costs related to funding the medical monitoring program, such costs 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 losses related to the other PFOA matters discussed above; however, a range of such losses, if any, cannot be reasonably estimated at this time.

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 2013 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), 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.

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 September�30, 2014, the Condensed Consolidated Balance Sheet included a liability of $479, 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 15-20�years. Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, potential liability may range up to three times the amount accrued as of September�30, 2014.

Note 10.� Stockholders Equity�

Share Repurchase Program

In January 2014, the company's Board of Directors authorized a $5,000 share buyback plan that replaced the 2011 plan. There is no required completion date for purchases under the 2014 plan. In February and August 2014, the company entered into two separate accelerated share repurchase ("ASR") agreements. The February 2014 ASR agreement was completed in the second quarter of 2014, under which the company purchased and retired 15.1 million shares for $1,000. Under the terms of the August 2014 ASR agreement, the company paid $700 to the financial institution and received and retired an initial delivery of 8.6 million shares, which represents 80 percent of the $700 notional amount of the agreement. The purchase price per share and final number of shares retired will be determined using the volume-weighted price of the companys stock over the term of the ASR agreement. The August 2014 ASR will be completed in the fourth quarter 2014. In addition to the ASR agreements, during the three and nine months ended September 30, 2014, the company repurchased and retired 3.1 million shares and 4.7 million shares in the open market for a total cost of $203 and $300, respectively.

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

In December 2012, the company's Board of Directors authorized a $1,000 share buyback plan. In February 2013, the company entered into an ASR agreement under which the company used $1,000 of the proceeds from the sale of Performance Coatings for the purchase of shares of common stock. The 2012 $1,000 share buyback plan was completed in the second quarter 2013 through the ASR agreement, under which the company purchased and retired 20.4 million shares.

Other Comprehensive (Loss) Income

A summary of the changes in other comprehensive (loss) income for the three and nine months ended September�30, 2014 and 2013 is provided as follows:



�	Three Months Ended									Three Months Ended									Affected Line Item in Consolidated Income Statements¹
�	September�30, 2014									September�30, 2013
�	Pre-Tax			Tax			After-Tax			Pre-Tax			Tax			After-Tax			�
Cumulative translation adjustment	$	(428	)	$			$	(428	)	$	177		$			$	177		�
Net revaluation and clearance of cash flow hedges to earnings:	�			�			�			�			�			�			�
Additions and revaluations of derivatives designated as cash flow hedges	(3		)	2			(1		)	(15		)	6			(9		)	See (2) below
Clearance of hedge results to earnings:	�			�			�			�			�			�			�
Foreign currency contracts	(2		)	1			(1		)	1						1			Net sales
Net revaluation and clearance of cash flow hedges to earnings	(5		)	3			(2		)	(14		)	6			(8		)	�
Pension benefit plans:	�			�			�			�			�			�			�
Net loss	(5		)	1			(4		)	(4		)				(4		)	See (2) below
Prior service (cost) benefit	(1		)				(1		)	62			(22		)	40			See (2) below
Reclassifications to net income:	�			�			�			�			�			�			�
Amortization of prior service cost	1						1			2						2			See (3) below
Amortization of loss	151			(52		)	99			244			(83		)	161			See (3) below
Settlement loss	2			(1		)	1												See (3) below
Pension benefit plans, net	148			(52		)	96			304			(105		)	199			�
Other benefit plans:	�			�			�			�			�			�			�
Net (loss) gain	(33		)	10			(23		)	95			(34		)	61			See (2) below
Prior service benefit	50			(1		)	49			199			(69		)	130			See (2) below
Reclassifications to net income:	�			�			�			�			�			�			�
Amortization of prior service benefit	(54		)	18			(36		)	(48		)	16			(32		)	See (3) below
Amortization of loss	15			(6		)	9			26			(9		)	17			See (3) below
Other benefit plans, net	(22		)	21			(1		)	272			(96		)	176			�
Other comprehensive (loss) income	$	(307	)	$	(28	)	$	(335	)	$	739		$	(195	)	$	544		�

Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)



�	Nine Months Ended									Nine Months Ended									Affected Line Item in Consolidated Income Statements¹
�	September�30, 2014									September�30, 2013
�	Pre-Tax			Tax			After-Tax			Pre-Tax			Tax			After-Tax			�
Cumulative translation adjustment	$	(559	)	$			$	(559	)	$	(46	)	$			$	(46	)	�
Net revaluation and clearance of cash flow hedges to earnings:	�			�			�			�			�			�			�
Additions and revaluations of derivatives designated as cash flow hedges	23			(8		)	15			(39		)	15			(24		)	See (2) below
Clearance of hedge results to earnings:	�			�			�			�			�			�			�
Foreign currency contracts										(2		)	1			(1		)	Net sales
Commodity contracts	29			(11		)	18			(25		)	10			(15		)	Cost of goods sold
Net revaluation and clearance of cash flow hedges to earnings	52			(19		)	33			(66		)	26			(40		)	�
Pension benefit plans:	�			�			�			�			�			�			�
Net (loss) gain	(107		)	34			(73		)	52			(14		)	38			See (2) below
Prior service (cost) benefit	(1		)				(1		)	62			(22		)	40			See (2) below
Reclassifications to net income:	�			�			�			�			�			�			�
Amortization of prior service cost	2						2			8			(2		)	6			See (3) below
Amortization of loss	450			(155		)	295			724			(247		)	477			See (3) below
Curtailment loss	4			(1		)	3			1						1			See (3) below
Settlement loss	4			(1		)	3			152			(45		)	107			See (3) below
Pension benefit plans, net	352			(123		)	229			999			(330		)	669			�
Other benefit plans:	�			�			�			�			�			�			�
Net (loss) gain	(33		)	10			(23		)	140			(49		)	91			See (2) below
Prior service benefit	50			(1		)	49			199			(69		)	130			See (2) below
Reclassifications to net income:	�			�			�			�			�			�			�
Amortization of prior service benefit	(160		)	56			(104		)	(142		)	50			(92		)	See (3) below
Amortization of loss	43			(15		)	28			51			(18		)	33			See (3) below
Curtailment gain										(154		)	54			(100		)	See (3) below
Settlement loss										1						1			See (3) below
Other benefit plans, net	(100		)	50			(50		)	95			(32		)	63			�
Net unrealized gain on securities										1			(1		)				�
Other comprehensive (loss) income	$	(255	)	$	(92	)	$	(347	)	$	983		$	(337	)	$	646		�


¹�	Represents the income statement line item within the interim Consolidated Income Statement affected by the pre-tax reclassification out of other comprehensive income (loss).


²�	These amounts represent changes in accumulated other comprehensive loss excluding changes due to reclassifying amounts to the interim Consolidated Income Statements.


³�	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 12 for additional information.

Table of Contents

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
2014	�			�			�			�			�		�
Balance January 1, 2014	$	(140	)	$	(48	)	$	(5,749	)	$	494		$	2	$	(5,441	)
Other comprehensive (loss) income before reclassifications	(559		)	15			(74		)	26					(592		)
Amounts reclassified from accumulated other comprehensive loss				18			302			(76		)			244
Balance September 30, 2014	$	(699	)	$	(15	)	$	(5,521	)	$	444		$	2	$	(5,789	)



�	Cumulative Translation Adjustment			Net Revaluation and Clearance of Cash Flow Hedges to Earnings			Pension Benefit Plans			Other Benefit Plans			Unrealized Gain on Securities		Total
2013	�			�			�			�			�		�
Balance January 1, 2013	$	(167	)	$	3		$	(8,686	)	$	202		$	2	$	(8,646	)
Other comprehensive (loss) income before reclassifications	(46		)	(24		)	78			221					229
Amounts reclassified from accumulated other comprehensive income (loss)				(16		)	591			(158		)			417
Balance September 30, 2013	$	(213	)	$	(37	)	$	(8,017	)	$	265		$	2	$	(8,000	)

Note 11. Financial Instruments

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 2013 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 $13,792 and $12,860 as of September�30, 2014 and December�31, 2013, 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 2013 Annual Report in Note 1, Summary of Significant Accounting Policies.� Level 1 measurements are based on quoted market prices and level 2 measurements are based on current interest rates for similar instruments with comparable credit risk and time to maturity.� The company held $0 and $5,116 of money market funds (level 1 measurements) as of September�30, 2014 and December�31, 2013, respectively.� The company held $2,355 and $2,256 of other cash equivalents (level 2 measurements) as of September�30, 2014 and December�31, 2013, 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:



�	September�30, 2014		December�31, 2013
Derivatives designated as hedging instruments:	�		�
Interest rate swaps	$	1,000	$	1,000
Foreign currency contracts	671		1,107
Commodity contracts	96		606
Derivatives not designated as hedging instruments:	�		�
Foreign currency contracts	10,570		9,553
Commodity contracts	9		281

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.

The company routinely uses forward exchange 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 uses 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.

Fair Value Hedges

Interest Rate Swaps

At September�30, 2014, the company maintained a number of interest rate swaps, which were implemented at the time debt instruments were issued. All interest rate swaps qualify for the shortcut method of hedge accounting, thus there is no ineffectiveness related to these hedges.

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 revenues so that gains and losses on these contracts offset changes in the USD value of the related foreign currency-denominated revenues.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

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 will not materialize. The following table summarizes the after-tax effect of cash flow hedges on accumulated other comprehensive loss for the three and nine months ended September 30, 2014 and 2013:



�	Three Months Ended						Nine Months Ended
�	September 30,						September 30,
�	2014			2013			2014			2013
Beginning balance	$	(13	)	$	(29	)	$	(48	)	$	3
Additions and revaluations of derivatives designated as ��cash flow hedges	(1		)	(9		)	15			(24		)
Clearance of hedge results to earnings	(1		)	1			18			(16		)
Ending balance	$	(15	)	$	(37	)	$	(15	)	$	(37	)

At September�30, 2014, an after-tax net loss of $4 is expected to be reclassified from accumulated other comprehensive loss into earnings over the next 12 months.

Derivatives not Designated in Hedging Relationships

Foreign Currency Contracts

The company routinely uses forward exchange 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. Additionally, the company had cross-currency swaps to hedge foreign currency fluctuations on long-term intercompany loans. These swaps matured during 2013.

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.

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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 2013 Annual Report in Note 1, Summary of Significant Accounting Policies.



�	�	Fair Value Using Level 2 Inputs
�	Balance Sheet Location	September 30, 2014		December�31, 2013
Asset derivatives:	�	�		�
Derivatives designated as hedging instruments:	�	�		�
Interest rate swaps¹	Accounts and notes receivable, net	$	8	$
Interest rate swaps¹	Other assets			29
Foreign currency contracts	Accounts and notes receivable, net	15		6
�	�	23		35
Derivatives not designated as hedging instruments:	�	�		�
Foreign currency contracts²	Accounts and notes receivable, net	278		86
�	�
Total asset derivatives³	�	$	301	$	121
Cash collateral^1,2	Other accrued liabilities	$	110	$	30
�	�	�		�
Liability derivatives:	�	�		�
Derivatives designated as hedging instruments:	�	�		�
Foreign currency contracts	Other accrued liabilities	$		$	4
�	�	�		�
Derivatives not designated as hedging instruments:	�	�		�
Foreign currency contracts	Other accrued liabilities	48		70
Commodity contracts	Other accrued liabilities	1		1
�	�	49		71
Total liability derivatives³	�	$	49	$	75


¹�	Cash collateral held as of September�30, 2014 and December�31, 2013 represents $6 and $17, respectively, related to interest rate swap derivatives designated as hedging instruments.


²�	Cash collateral held as of September�30, 2014 and December�31, 2013 represents $104 and $13, respectively, related to foreign currency derivatives not designated as hedging instruments.


³�	The company's derivative assets and liabilities subject to enforceable master netting arrangements totaled $45 at September�30, 2014 and $54 at December�31, 2013.

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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						�
Three Months Ended September 30,	2014			2013			2014			2013			Income Statement Classification
Derivatives designated as hedging instruments:	�			�			�			�			�
Fair value hedges:	�			�			�			�			�
Interest rate swaps	$			$			$	(7	)	$	(5	)	Interest expense³
Cash flow hedges:	�			�			�			�			�
Foreign currency contracts	20			(5		)	2			(1		)	Net sales
Commodity contracts	(23		)	(10		)							Cost of goods sold
�	(3		)	(15		)	(5		)	(6		)	�
Derivatives not designated as hedging instruments:	�			�			�			�			�
Foreign currency contracts							403			(130		)	Other income, net⁴
Commodity contracts							4			(1		)	Cost of goods sold
�							407			(131		)	�
Total derivatives	$	(3	)	$	(15	)	$	402		$	(137	)	�



�	Amount of Gain (Loss) Recognized in OCI¹(Effective Portion)					Amount of Gain (Loss) Recognized in Income²						�
Nine Months Ended September 30,	2014		2013			2014			2013			Income Statement Classification
Derivatives designated as hedging instruments:	�		�			�			�			�
Fair value hedges:	�		�			�			�			�
Interest rate swaps	$		$			$	(20	)	$	(20	)	Interest expense³
Cash flow hedges:	�		�			�			�			�
Foreign currency contracts	19		11						2			Net sales
Commodity contracts	4		(50		)	(29		)	25			Cost of goods sold
�	23		(39		)	(49		)	7
Derivatives not designated as hedging instruments:	�		�			�			�			�
Foreign currency contracts						287			66			Other income, net⁴
Commodity contracts						(21		)	(9		)	Cost of goods sold
�						266			57			�
Total derivatives	$	23	$	(39	)	$	217		$	64		�


^1��	OCI is defined as other comprehensive income (loss).


^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 and nine months ended September�30, 2014 and 2013, there was no material ineffectiveness with regard to the company's cash flow hedges.


^3��	Gain (loss) recognized in income of derivative is offset to $0 by gain (loss) recognized in income of the hedged item.


^4��	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 $(185) and $29 for the three months ended September�30, 2014 and 2013, respectively, and $(274) and $(121) for the nine months ended September�30, 2014 and 2013, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 12. Long-Term Employee Benefits�

Pension Plans

In February 2013, DuPont completed the sale of its Performance Coatings business. As a result of the sale, the company recorded settlement and curtailment losses of $153. See Note 2 for additional information.

The following sets forth the components of the companys net periodic benefit cost for pensions: �



�	Three Months Ended						Nine Months Ended
�	September�30,						September�30,
�	2014			2013			2014			2013
Service cost	$	61		$	67		$	181		$	206
Interest cost	290			272			875			816
Expected return on plan assets	(405		)	(379		)	(1,211		)	(1,139		)
Amortization of loss	151			244			450			724
Amortization of prior service cost	1			2			2			8
Curtailment loss							4			1
Settlement loss	2						4			152
Net periodic benefit cost	$	100		$	206		$	305		$	768

Other Long-Term Employee Benefit Plans

In conjunction with the sale of the Performance Coatings business noted above, the company recorded a net $153 settlement and curtailment gain. See Note 2 for additional information.

During the third quarter 2013, the company amended its U.S. parent company retiree life insurance plan for employees retiring on and after January 1, 2015 and subsidiary retiree health care plans. As a result of these changes, the company was required to re-measure the associated plans as of August 31, 2013, which included updating the discount rate assumption to 4.75 percent from 3.85 percent assumed at December 31, 2012. The re-measurement and amendment resulted in a net decrease of $294 to the company's other long-term employee benefit obligation, which included an actuarial gain of $95 due to a higher discount rate and prior service benefit of $199.

The following sets forth the components of the companys net periodic benefit cost for other long-term employee benefits: �



�	Three Months Ended						Nine Months Ended
�	September�30,						September�30,
�	2014			2013			2014			2013
Service cost	$	4		$	7		$	13		$	23
Interest cost	30			32			91			98
Amortization of loss	15			26			43			51
Amortization of prior service benefit	(54		)	(48		)	(160		)	(142		)
Curtailment gain										(154		)
Settlement loss										1
Net periodic benefit cost	$	(5	)	$	17		$	(13	)	$	(123	)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 13.� Segment Information�

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

The earnings from the previous Pharmaceuticals segment are expected to be insignificant in 2014 and therefore, effective January 1, 2014, the results are reported within Other. Viton^� fluoroelastomer products ("Viton^�") will be included in the Performance Chemicals separation and therefore, effective April 30, 2014, the results are reported within Performance Chemicals. Viton^� was previously reported within Performance Materials. Reclassifications of prior year data have been made to conform to current year classifications.



Three�Months Ended September 30,	Agriculture¹				Electronics�& Communications			Industrial Biosciences			Nutrition & Health			Performance Chemicals			Performance Materials			Safety�& Protection			Other				Total
2014	�			�	�		�	�		�	�		�	�		�	�		�	�		�	�			�	�
Segment sales	$	1,563		�	$	623	�	$	318	�	$	899	�	$	1,646	�	$	1,552	�	$	977	�	$	2		�	$	7,580
Less: Transfers				�	3		�	4		�			�	40		�	21		�	1		�				�	69
Net sales	1,563			�	620		�	314		�	899		�	1,606		�	1,531		�	976		�	2			�	7,511
PTOI	(55		)	�	94		�	47		�	100		�	249		�	370		�	201		�	(83		)	�	923
�	�			�	�		�	�		�	�		�	�		�	�		�	�		�	�			�	�
2013	�			�	�		�	�		�	�		�	�		�	�		�	�		�	�			�	�
Segment sales	$	1,633		�	$	638	�	$	305	�	$	868	�	$	1,781	�	$	1,602	�	$	985	�	$	1		�	$	7,813
Less: Transfers	3			�	3		�	3		�			�	46		�	22		�	1		�				�	78
Net sales	1,630			�	635		�	302		�	868		�	1,735		�	1,580		�	984		�	1			�	7,735
PTOI	(102		)	⁴�	97		�	45		�	81		�	189		⁵�	367		�	171		�	(107		)	�	741



Nine�Months Ended September 30,	Agriculture¹			Electronics�& Communications			Industrial Biosciences			Nutrition & Health			Performance Chemicals			Performance Materials			Safety�& Protection			Other				Total
2014	�		�	�		�	�		�	�		�	�		�	�		�	�		�	�			�	�
Segment sales	$	9,572	�	$	1,820	�	$	936	�	$	2,686	�	$	4,933	�	$	4,668	�	$	2,953	�	$	4		�	$	27,572
Less: Transfers	8		�	10		�	11		�			�	145		�	50		�	3		�				�	227
Net sales	9,564		�	1,810		�	925		�	2,686		�	4,788		�	4,618		�	2,950		�	4			�	27,345
PTOI	2,176		³�	190		³�	160		³�	290		³�	687		³�	1,328		^2,3�	554		³�	(259		)	³�	5,126
�	�		�	�		�	�		�	�		�	�		�	�		�	�		�	�			�	�
2013	�		�	�		�	�		�	�		�	�		�	�		�	�		�	�			�	�
Segment sales	$	9,933	�	$	1,907	�	$	898	�	$	2,601	�	$	5,261	�	$	4,718	�	$	2,909	�	$	5		�	$	28,232
Less: Transfers	10		�	12		�	10		�			�	153		�	57		�	3		�				�	245
Net sales	9,923		�	1,895		�	888		�	2,601		�	5,108		�	4,661		�	2,906		�	5			�	27,987
PTOI	2,240		⁴�	241		�	129		�	218		�	713		⁵�	986		�	481		�	(249		)	�	4,759


¹�	As of September�30, 2014, Agriculture�net assets were $10,502, an increase of $4,619 from $5,883 at December�31, 2013. The increase was primarily due to higher trade receivables due to normal seasonality in the sales and cash collections cycle.


²�	Included a gain of $391 recorded in other income, net associated with the sale of Glass Laminating Solutions/Vinyls. See Note 2 for additional information.


³�	Included a $(206) restructuring charge recorded in employee separation/asset related charges, net. The pre-tax charges by segment are: Agriculture -$(47), Electronics & Communications - $(68), Industrial Biosciences - $(2), Nutrition & Health - $(8), Performance Chemicals - $(19), Performance Materials - $(29), Safety & Protection - $(31), and Other - $(2). See Note 3 for additional information.


⁴�	Included charges of $(65) and $(180), offset by $25 of insurance recoveries, during the three and nine months ended September�30, 2013, respectively, recorded in other operating charges associated with the company's process to fairly resolve claims associated with the use of Imprelis^�. See Note 9 for additional information.


⁵�	Included a $(72) charge related to the titanium dioxide antitrust litigation.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Reconciliation to Consolidated Income Statements�



�	Three�Months�Ended September 30,						Nine�Months�Ended September 30,
�	2014			2013			2014			2013
Total segment PTOI	$	923		$	741		$	5,126		$	4,759
Non-operating pension and other postretirement employee benefit costs	(30		)	(142		)	(94		)	(415		)
Net exchange gains (losses), including affiliates	218			(101		)	13			(55		)
Corporate expenses¹	(232		)	(162		)	(727		)	(582		)
Interest expense	(93		)	(108		)	(290		)	(340		)
Income from continuing operations before income taxes	$	786		$	228		$	4,028		$	3,367


¹�	Included transaction costs associated with the separation of the Performance Chemicals segment of $61 and $112 in the three and nine months ended September 30, 2014, respectively, which were recorded in other operating charges in the company's interim Consolidated Income Statements.

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Item 2.	MANAGEMENTS 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, 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 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;


"	Failure to appropriately manage process safety and product stewardship issues;


"	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 and fluctuations in currency exchange rates, interest rates and commodity prices, as well as regulatory requirements;


"	Impact of business disruptions, including supply disruptions, and security threats, regardless of cause, including acts of sabotage, cyber-attacks, terrorism or war, weather events and natural disasters;


"	Ability to protect 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 proposed spin-off of the Performance Chemicals segment.

For additional information on these and other risks and factors that could affect our forward-looking statements, see the company's Risk Factors set forth under Part�I, Item�1A of the company's 2013 Annual Report.

Recent Developments�

Separation of Performance Chemicals

The company expects to complete the separation of its Performance Chemicals segment by mid-2015. As part of the separation, DuPont incurred $61 million and $112 million in transaction costs in the three and nine months ended September 30, 2014, respectively, which were recorded in other operating charges. For full-year 2014, costs associated with the separation are expected to be about $210 million ($0.16 per share). The company expects to incur additional costs related to the separation in 2015. These transaction costs primarily relate to professional fees associated with preparation of regulatory filings and separation activities within finance, legal and information system functions.

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Results of Operations

Overview

The following is a summary of the results of continuing operations for the three months ended September�30, 2014:


"	Net Sales were $7.5 billion, down 3 percent versus $7.7 billion in the same period prior year primarily due to portfolio changes.


"	Volume grew across most segments with decline limited to Agriculture, where higher crop protection volume was more than offset by lower seed volume.


"	Total segment pre-tax operating income (PTOI) of $923 million, was 25 percent above last year, driven by the absence of prior year charges related to Imprelis^� herbicide claims and the titanium dioxide antitrust litigation as well as increases in Safety & Protection and Nutrition & Health PTOI.


"	Income from continuing operations after income taxes was $434 million, an increase of 65 percent from the same period last year.


"	Cost savings from the strategic redesign of the companys operating model contributed $0.02 per share in the third quarter.

The following is a summary of the results of continuing operations for the nine months ended September�30, 2014:


"	Net sales were $27.3 billion, 2 percent below prior year, reflecting 1 percent lower prices and the impact of portfolio changes.


"	Total segment PTOI of $5.1 billion, was 8 percent above last year, principally due to the gain on the sale of Glass Laminating Solutions/Vinyls (GLS/Vinyls) in the Performance Materials segment and the absence of prior year charges related to Imprelis^� herbicide claims, partially offset by restructuring charges.


"	Income from continuing operations after income taxes was $3.0 billion, an increase of 10 percent from the same period last year.

Net Sales

Net sales for the third quarter were $7.5 billion versus $7.7 billion in the prior year, reflecting a 3 percent decline primarily from portfolio changes in the Performance Chemicals and Performance Materials segments. Portfolio changes from the Performance Materials segment impacted all regions, while the Performance Chemicals portfolio change impacted primarily the U.S. & Canada. The 1 percent increase in volume was offset by 1 percent lower local selling prices.

Sales in developing markets were $3.1 billion, with increases in volume of 3 percent offset by portfolio transactions and currency impacts. Gains in developing Asia were offset by declines in developing EMEA and Latin America. Increases in developing Asia were led by China, where most businesses realized volume improvements during the quarter. Declines in both developing and developed EMEA reflect weak demand in most markets. In Latin America, volume increases were driven by new product launches in insecticides, partially offset by lower corn seed volumes. The volume increases in Latin America were more than offset by lower local selling prices, primarily in the Agriculture segment, and currency impacts as the U.S. dollar has strengthened against the Brazilian Real. The percentage of total company sales in developing markets increased to 41 percent from 40 percent in the prior year. Developing markets include China, India and countries located in Latin America, Eastern and Central Europe, Middle East, Africa and Southeast Asia.

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



�	Three Months Ended September 30, 2014				Percent Change Due to:
�	Net�Sales ($�Billions)		Percent Change�vs. 2013		Local Price		Currency Effect		Volume		Portfolio/Other
Worldwide	$	7.5	(3	)	(1	)			1		(3	)
U.S. & Canada	2.4		(5	)	(1	)			1		(5	)
Europe, Middle East�& Africa (EMEA)	1.7		(4	)			1		(3	)	(2	)
Asia Pacific	2.0		1						3		(2	)
Latin America	1.4		(2	)	(1	)	(2	)	2		(1	)

Net sales for the nine months ended September 30, 2014 were $27.3 billion, 2 percent below the same period last year, reflecting 1 percent lower local prices and a 1 percent portfolio impact. The 1 percent portfolio decrease was due primarily to changes in the Performance Chemicals and Performance Materials segments.� Local selling prices were 1 percent lower as increased seed prices, primarily in U.S. & Canada, were more than offset by lower prices in Electronics & Communications and Performance Chemicals. Worldwide volume was flat as increases in Asia Pacific across all segments and in EMEA were offset by declines in U.S. & Canada and Latin America. Declines in the U.S. & Canada and Latin America were driven primarily by lower corn seed volumes.� Currency impact was negligible, as weakness in most currencies was essentially offset by a stronger Euro. Sales in developing markets were $8.8 billion, flat versus prior year, representing 32 percent of total company sales in 2014 and 2013.



�	Nine Months Ended September 30, 2014				Percent Change Due to:
�	Net�Sales ($�Billions)		Percent Change�vs. 2013		Local Price		Currency Effect		Volume		Portfolio/Other
Worldwide	$	27.3	(2	)	(1	)					(1	)
U.S. & Canada	11.5		(5	)					(3	)	(2	)
Europe, Middle East�& Africa (EMEA)	6.8		3				2		1
Asia Pacific	5.8				(1	)	(2	)	4		(1	)
Latin America	3.2		(5	)			(2	)	(2	)	(1	)

Other Income, Net

Other income, net, totaled $357 million for the third quarter 2014, an increase of $287 million compared to $70 million in the prior year primarily due to additional pre-tax exchange gains of $319 million, partially offset by the absence of $26 million re-measurement gain on equity investment in the third quarter 2013. The increase in pre-tax exchange gains was driven by gains on foreign currency contracts due to strengthening of the US dollar versus global currencies partially offset by losses on the related foreign currency-denominated monetary assets and liabilities. See Notes 4 and 11 to the interim Consolidated Financial Statements for further discussion of the company's policy of hedging the foreign currency-denominated monetary assets and liabilities.

For the nine months ended September 30, 2014, other income, net was $782 million compared to $321 million last year, an increase of $461 million. The increase was due primarily to $414 million gain on sales of assets within the Performance Materials segment, $391 million of which related to the sale of GLS/Vinyls, additional net pre-tax exchange gains of $68 million, offset by the absence of the $26 million re-measurement gain on equity investment in the third quarter 2013. The exchange gain for the nine months ended September�30, 2014, includes $58 million, $46 million, and $14 million exchange losses, associated with the devaluation of the Venezuelan bolivar, Ukrainian hryvnia, and Argentinian peso, respectively. The exchange loss for the nine months ended September 30, 2013 includes $33 million exchange losses associated with the devaluation of the Venezuela bolivar.

Additional information related to the company's other income, net, is included in Note 4 to the interim Consolidated Financial Statements.

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Cost of Goods Sold (COGS)

COGS totaled $4.9 billion in the third quarter 2014 versus $5.2 billion in the prior year, a 6 percent decrease, principally due to portfolio changes associated with lower margin businesses and a 2 percent decrease in product unit costs. COGS as a percent of net sales was 65 percent for the current quarter versus 67 percent last year primarily driven by the reasons above.

COGS for the nine months ended September 30, 2014 was $16.9 billion, a decrease of 3 percent versus $17.4 billion in the prior year, principally due to portfolio changes associated with lower margin businesses and a 1 percent decrease in product unit costs. COGS as a percent of net sales was 62 percent for year-to-date 2014 and 2013.

Other Operating Charges

Other operating charges totaled $0.8 billion in the third quarter 2014 versus $1.0 billion in the prior year, a 15 percent decrease. For the nine months ended September 30, 2014, other operating charges was $2.5 billion, a decrease of 13 percent versus $2.8 billion in the prior year. The decreases were primarily due to lower pension and OPEB costs, the absence of prior year charges for Imprelis^�herbicide claims and titanium dioxide antitrust litigation and cost savings from the 2014 restructuring program. Decreases in other operating charges in the three and nine months ended September 30, 2014 were partially offset with costs associated with the separation of the Performance Chemicals Segment of $61 million and $112 million, respectively. See Note 2 to the interim Consolidated Financial Statements for more information related to this matter.

Selling, General and Administrative Expenses (SG&A)

SG&A totaled $756 million for the third quarter 2014 versus $774 million in the prior year. Year-to-date SG&A totaled $2.6 billion versus $2.7 billion in 2013. The decreases were primarily due to lower pension and OPEB costs and lower sales commissions within the Agriculture segment. SG&A was 10 percent of net sales for the three and nine months ended September 30, 2014 and 2013.

Research and Development Expense (R&D)

R&D totaled $514 million and $540 million for the third quarter 2014 and 2013, respectively. The decrease was primarily due to lower pension and OPEB costs and lower spending for Agriculture programs. R&D was 7 percent of net sales for the third quarter 2014 and 2013.

Year-to-date R&D totaled $1.6 billion in 2014 and 2013, a slight decrease year-over-year reflecting lower pension and OPEB costs. R&D was 6 percent of net sales for the nine months ended September 30, 2014 and 2013.

Interest Expense

Interest expense totaled $93 million in the third quarter 2014, compared to $108 million in 2013. For the nine months ended September 30, 2014, interest expense was $290 million versus $340 million in the prior year. The decrease in both periods was primarily due to lower average borrowings as average interest rates were essentially unchanged.

Employee Separation / Asset Related Charges, Net

In the second quarter 2014, DuPont announced its global, multi-year initiative to redesign its global organization and operating model to improve productivity and agility across all businesses and functions.� As the first step in this initiative, DuPont commenced a restructuring plan to realign and rebalance staff function support and to reduce residual costs associated with the separation of its Performance Chemicals segment. As a result, during the nine months ended September�30, 2014 a pre-tax charge of $263 million was recorded in employee separation / asset related charges, net. The charge consisted of $166 million employee separation costs, $3 million of other non-personnel charges and $94 million of asset shut down costs. The actions associated with this charge and all related payments are expected to be substantially complete by December 31, 2015 and to achieve pre-tax costs savings of approximately $80 million and $250 million in 2014 and 2015, respectively, and approximately $300 million per year in subsequent years. The company anticipates that it will incur future charges, which it cannot reasonably estimate at this time, related to this plan as it implements additional actions. Additional details related to this plan can be found in Note 3 to the interim Consolidated Financial Statements.

Provision for (Benefit from) Income Taxes on Continuing Operations

The company's effective tax rate for the third quarter 2014 was 44.8 percent on pre-tax income from continuing operations as compared to a 15.4 percent benefit on pre-tax income from continuing operations in 2013. The change in effective tax rate principally relates to the tax impact associated with the companys policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations in addition to the tax impact of prior year charges for Imprelis^� herbicide claims and titanium dioxide antitrust litigation in third quarter 2013.

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The company's effective tax rate for the nine months ended September 30, 2014 was 26.7 percent on pre-tax income from continuing operations as compared to 20.4 percent on pre-tax income from continuing operations in 2013. The higher effective tax rate principally relates to the tax impact associated with the companys policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations, the Venezuelan bolivar devaluation, and geographic mix of earnings, partially offset by a favorable change in accrual for a prior year tax position.

See Note 5 to the interim Consolidated Financial Statements for additional information.

Income from Continuing Operations after Income Taxes

Income from continuing operations after income taxes for third quarter 2014 of $434 million increased 65 percent versus $263 million in the same period last year. Year-to-date 2014 income from continuing operations after income taxes of $3.0 billion increased 10 percent, versus $2.7 billion in the same period last year. The increases are attributable to the reasons noted above.

Recent Accounting Pronouncements

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

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Segment Reviews

Summarized below are comments on individual segment sales and PTOI for the three and nine month periods ended September�30, 2014 compared with the same period in 2013. Segment PTOI is defined as income (loss) from continuing operations before income taxes excluding non-operating pension and other postretirement employee benefit costs, exchange gains (losses), corporate expenses and interest. All references to prices are on a U.S. dollar (USD) basis, including the impact of currency. A reconciliation of segment sales to consolidated net sales and segment PTOI to income from continuing operations before income taxes for the three and nine month periods ended September�30, 2014 and 2013 is included in Note 13 to the interim Consolidated Financial Statements.

Viton^� fluoroeastomer products ("Viton^�") will be included in the Performance Chemicals separation and therefore, effective April 30, 2014, the results are reported within Performance Chemicals. Viton^� was previously reported within Performance Materials. Reclassifications of prior year data have been made to conform to current year classifications.

The following table summarizes third quarter and year-to-date 2014 segment sales and related variances versus prior year:



�	Three Months Ended				�		�		�
�	September�30, 2014				Percentage Change Due to:
�	Segment Sales ($�Billions)		Percent Change�vs. 2013		Price		Volume		Portfolio and�Other
Agriculture	$	1.6	(4	)	(2	)	(2	)
Electronics�& Communications	0.6		(2	)	(4	)	2
Industrial Biosciences	0.3		4		1		3
Nutrition & Health	0.9		4				4
Performance Chemicals	1.6		(8	)	(3	)			(5	)
Performance Materials	1.6		(3	)	2		2		(7	)
Safety�& Protection	1.0		(1	)			1		(2	)



�	Nine Months Ended				�		�		�
�	September�30, 2014				Percentage Change Due to:
�	Segment Sales ($�Billions)		Percent Change�vs. 2013		Price		Volume		Portfolio and�Other
Agriculture	$	9.6	(4	)	1		(5	)
Electronics�& Communications	1.8		(5	)	(8	)	3
Industrial Biosciences	0.9		4		1		3
Nutrition & Health	2.7		3				3
Performance Chemicals	4.9		(6	)	(4	)	2		(4	)
Performance Materials	4.7		(1	)	1		1		(3	)
Safety�& Protection	3.0		2				2

Agriculture�- Third quarter 2014 segment sales of $1.6 billion decreased $70 million, or 4 percent, primarily due to a decrease in volume and price. Increased volumes in insecticides and fungicides, mainly in Latin America, were more than offset by lower corn seed and herbicide volumes. Increased insecticide volumes were driven by a successful launch of Dermacor^TM seed treatment for soybeans in Brazil and Cyazypyr^� insecticide. The decrease in corn seed volumes was driven by declining commodity prices and economics which favor planting soybeans over corn in Latin America as well as timing and level of planted corn area in South Africa and parts of Asia. Decline in price for the segment was driven by lower corn seed prices in Brazil, which includes the impact of lower pricing as the result of the fall armyworm resistance to the Herculex^�1 trait¹.

The third quarter 2014 PTOI seasonal loss of $55 million improved $47 million, or 46 percent, was due primarily to lower seed input costs and operating cost improvements, partially offset by lower sales. Third quarter 2013 PTOI included a $26 million gain resulting from the acquisition of a controlling interest in Pannar which was partially offset by a net charge of $40 million ($65 million charge offset by $25 million of insurance recoveries) related to Imprelis^�herbicide claims.

^{1��}Herculex^� is a registered trademark of Dow ArgoSciences LLC

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Year-to-date segment sales of $9.6 billion, decreased $0.3 billion, or 4 percent, on lower corn seed volumes and lower herbicide volumes. Higher grain stocks and lower commodity prices led to reductions in corn planted area in North America and Latin America. The U.S. Department of Agriculture (USDA) will not issue final 2014 acreage for North America until January of 2015. Based upon the USDA's October preliminary acreage projection, the company's North America corn market share likely declined between one and two points in 2014 following strong gains in 2013 and over the past several seasons. In addition, earlier timing of seed shipments caused sales to be realized in the fourth quarter 2013 versus first quarter 2014. This was partially offset by higher volumes in insecticides driven by continued growth in Rynaxypyr^� and higher seed prices in North America.

Year-to-date PTOI of $2.2 billion, decreased $64 million, or 3 percent on lower volumes and higher seed inventory write-downs, partially offset by lower seed input costs and operating improvements. Year-to-date 2014 PTOI included charges of $47 million associated with the 2014 restructuring plan, while 2013 included net charges of $155 million ($180 million in charges offset by $25 million of insurance recoveries).

See Notes 3 and 9 to the interim Consolidated Financial Statements for more information related to the 2014 restructuring plan and the Imprelis^� matter, respectively.

Electronics�& Communications - Third quarter 2014 segment sales of $623 million decreased $15 million, or 2 percent. Volume growth in several product lines was more than offset by competitive pressures impacting the Solamet^�paste business. PTOI of $94 million decreased $3 million, or 3 percent as lower sales and a decrease in other income were partially offset by productivity gains.

Year-to-date segment sales of $1.8 billion decreased $0.1 billion, or 5 percent, due largely to reduced selling prices, primarily from the pass-through of metals prices, and competitive pressure, partially offset by increased volumes in consumer electronics and photovoltaic markets. PTOI of $190 million decreased $51 million, or 21 percent, due to charges of $68 million related to the 2014 restructuring plan and the absence of $20 million from OLED licensing income realized during 2013, partially offset by increased volumes and productivity gains. See Note 3 to the interim Consolidated Financial Statements for more information related to the 2014 restructuring plan.

Industrial Biosciences - Third quarter 2014 segment sales of $318 million increased $13 million, or 4 percent, on increased enzyme demand, principally for ethanol production as well as animal nutrition and food. PTOI of $47 million increased $2 million, or 4 percent, driven by increased volumes.

Year-to-date segment sales of $936 million increased $38 million, or 4 percent, on increased enzyme demand for ethanol production and animal nutrition. PTOI of $160 million increased $31 million, or 24 percent, from increased enzyme demand. PTOI included charges of $2 million related to the 2014 restructuring plan. See Note 3 to the interim Consolidated Financial Statements for more information related to the 2014 restructuring plan.

Nutrition & Health - Third quarter 2014 segment sales of $899 million increased $31 million, or 4 percent, from growth in specialty proteins, probiotics and cultures. PTOI of $100 million increased $19 million, or 23 percent, from improved product mix, productivity gains and lower raw material costs.

Year-to-date segment sales of $2.7 billion increased $0.1 billion, or 3 percent, from broad based volume growth in all regions. PTOI of $290 million increased $72 million, or 33 percent, from improved product mix, volume growth and productivity gains. PTOI included charges of $8 million related to the 2014 restructuring plan. See Note 3 to the interim Consolidated Financial Statements for more information related to the 2014 restructuring plan.

Performance Chemicals - Third quarter 2014 segment sales of $1.6 billion decreased $0.1 billion, or 8 percent, due primarily to a portfolio change in industrial chemicals and lower prices principally for titanium dioxide and refrigerants. The portfolio change involved a customers election to exercise a buy-out option of a supply contract and related aniline facility at the end of 2013. Decreased demand for titanium dioxide was partially offset by increased volumes for Opteon^� yf refrigerant. PTOI of $249 million increased $60 million, or 32 percent, largely due to the absence of a $72 million charge related to the titanium dioxide antitrust litigation and productivity improvements, partially offset by lower sales.

Year-to-date segment sales of $4.9 billion decreased $0.3 billion, or 6 percent, on lower prices, primarily for refrigerants, titanium dioxide and fluoroproducts and the above mentioned portfolio changes, partially offset by increased volumes, primarily for titanium dioxide and fluoroproducts. PTOI of $687 million decreased $26 million, or 4 percent, due primarily to lower prices, partially offset by productivity improvements and higher volumes. Year-to-date 2014 PTOI included charges of $19 million relating to the 2014 restructuring plan, while 2013 included charges of $72 million related to the titanium dioxide antitrust litigation. See Note 3 to the interim Consolidated Financial Statements for more information related to the 2014 restructuring plan.

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Performance Materials - Third quarter 2014 segment sales of $1.6 billion decreased $50 million, or 3 percent, due to the impact of the sale of GLS/Vinyls (see Note 2 to the interim Consolidated Financial Statements), partially offset by increased price and volumes for ethylene and increased automotive, construction and industrial demand. PTOI of $370 million increased $3 million or 1 percent. The prior year included a $30 million benefit from a joint venture which was partially offset by a $23 million gain on the sale of a majority owned interest in a joint venture during the third quarter 2014.

Year-to-date segment sales of $4.7 billion decreased $50 million. Decreased ethylene volumes as a result of the second quarter scheduled ethylene outage at the Orange, Texas ethylene unit and the impact of the sale of GLS/Vinyls was mostly offset by increased demand in the automotive markets. PTOI of $1.3 billion increased $0.3 billion, or 35 percent, due primarily to the 2014 $391 million pre-tax gain on the sale of GLS/Vinyls, partially offset by charges of $29 million related to the 2014 restructuring plan.

See Notes 2 and 3 to the interim Consolidated Financial Statements for more information related to the sale of GLS/Vinyls and the 2014 restructuring plan, respectively.

Safety�& Protection - Third quarter 2014 segment sales of $977 million decreased $8 million, or 1 percent, due primarily to portfolio changes, partly offset by an increase in volumes. Increased demand for Nomex^� thermal resistantand Kevlar^�high strength materials was partially offset by lower sales from Clean Technologies offerings. PTOI of $201 million increased $30 million, or 18 percent, primarily due to lower product costs and productivity improvements.

Year-to-date segment sales of $3.0 billion increased $44 million, or 2 percent, due primarily to increased demand for Nomex^� thermal resistant and Kevlar^� high strength materials and demand for building materials, partially offset by lower sales from Clean Technologies offerings. PTOI of $554 million increased $73 million, or 15 percent, due primarily to increased volumes, lower product cost and productivity improvements. This was partially offset by $31 million of charges relating to the 2014 restructuring plan (see Note 3 to the interim Consolidated Financial Statements).

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Liquidity�& Capital Resources

Information related to the company's liquidity and capital resources can be found on page 28 of the company's 2013 Annual Report. Discussion below provides the updates to this information for the nine months ended September 30, 2014.



(Dollars in millions)	September�30, 2014		December�31, 2013
Cash, cash equivalents and marketable securities	$	4,548	$	9,086
Total debt	13,168		12,462

Total debt as of September�30, 2014 was $13.2 billion, an increase of $0.7 billion from $12.5 billion as of December 31, 2013.� The increase was primarily due to a $2.2 billion increase in short term borrowings partially offset by a $1.7 billion decrease due to debt maturities during the nine months ended September 30, 2014.

The company has access to approximately $4.9 billion in unused credit lines with several major financial institutions which provide additional support to meet short-term liquidity needs and general corporate purposes including letters of credit. The amount of unused credit lines increased $0.5 billion from December 31, 2013, primarily due to refinancing of the company's credit facility with an expansion to a five year $4.0 billion credit facility during the second quarter of 2014.

Summary of Cash Flows�

Cash used for operating activities was $1.8 billion for the nine months ended September 30, 2014 compared to cash used for operating activities of $2.3 billion during the same period last year. The $0.5 billion change was primarily due to lower year-over-year income tax payments associated with the sale of the Performance Coatings business in 2013.

�

Other operating charges and credits - net for the nine months ended September 30, 2014 totaled $0.6 billion compared to $0.4 billion during the same period last year. The increase was primarily due to the absence of costs associated with the sale of the Performance Coatings business in 2013. Other operating charges and credits - net primarily consists of expenses related to pension plans and stock-based compensation plans as well as reclassifications of items whose cash effects are investing or financing activities.

Cash used for investing activities was $0.7 billion for the nine months ended September�30, 2014 compared to cash provided by investing activities of $3.6 billion for the same period last year. The $4.3 billion change was primarily due to proceeds received from the sale of the Performance Coatings business in 2013.

Cash used for financing activities was $2.2 billion for the nine months ended September�30, 2014 compared to cash provided by financing activities of $1.5 billion for the same period last year. The $3.7 billion decrease was due primarily to less of an increase in borrowings and higher payments for the repurchase of common stock.

Dividends paid to shareholders during the nine months ended September�30, 2014 totaled $1.3 billion. In October 2014, the Board of Directors declared a fourth quarter common stock dividend of $0.47 per share, the same as what was paid in the third quarter 2014. With the fourth quarter dividend, the company has paid quarterly consecutive dividends since the companys first dividend in the fourth quarter 1904.

In January 2014, the company's Board of Directors authorized a $5 billion share buyback plan that replaced the 2011 plan. In February and August 2014, the company entered into two separate accelerated share repurchase ("ASR") agreements. The February 2014 ASR agreement was completed in the second quarter of 2014, under which the company purchased and retired 15.1 million shares for $1 billion. Under the terms of the August 2014 ASR agreement, the company paid $700 million to the financial institution and received and retired an initial delivery of 8.6 million shares, which represents 80 percent of the $700 million notional amount of the agreement. The purchase price per share and final number of shares retired will be determined using the volume-weighted price of the companys stock over the term of the ASR agreement. The August 2014 ASR will be completed in the fourth quarter 2014. In addition to the ASR agreements, during the three and nine months ended September 30, 2014, the company repurchased and retired 3.1 million shares and 4.7 million shares in the open market for a total cost of $203 million and $300 million, respectively. As a result, the company has substantially completed the $2 billion 2014 ASR repurchases as of September 30, 2014. The remainder of the $5 billion share buyback will be purchased in future periods as there is no required completion date for purchases under the 2014 plan. See Part II, Item 2 and Note 10 to the interim Consolidated Financial Statements for additional information.

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In December 2012, the company's Board of Directors authorized a $1 billion share buyback plan. In February 2013, the company entered into an accelerated share repurchase (ASR) agreement with a financial institution under which the company used $1 billion of the proceeds from the sale of Performance Coatings for the purchase of shares of common stock. The 2012 $1 billion share buyback plan was completed in the second quarter 2013 through the ASR agreement, under which the company purchased and retired 20.4 million shares. See Note 10 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 page 33 of the company's 2013 Annual Report, and Note 9 to the interim Consolidated Financial Statements.

Contractual Obligations�

Information related to the company's contractual obligations at December 31, 2013 can be found on page 33 of the company's 2013 Annual Report. The company's long-term debt obligations at September 30, 2014 decreased by $2.0 billion versus prior year-end primarily due to $1.7 billion of debt principal maturities. The companys raw material purchase obligations at September 30, 2014 increased $0.9 billion versus prior year-end primarily attributable to the commencement of a 20 year supply agreement within the Performance Chemicals segment.

PFOA

See discussion under PFOA on page 37 of the company's 2013 Annual Report and Note�9 to the interim Consolidated Financial Statements.


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK�

See Note 11, Financial Instruments, to the interim Consolidated Financial Statements. See also Part�II,�Item 7A, Quantitative and Qualitative Disclosures About Market Risk, on page�38 of the company's 2013 Annual Report for information on the company's utilization of financial instruments and an analysis of the sensitivity of these instruments.

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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 September�30, 2014, 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 September�30, 2014 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

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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 9 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�9 to the interim Consolidated Financial Statements under the heading PFOA.

Environmental Proceedings

Belle Plant, West Virginia

In August 2013, the U.S. government initiated an enforcement action alleging that the facility violated certain regulatory provisions of the Clean Air Act (CAA), Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and Emergency Planning and Community Right to Know Act (EPCRA). The alleged non-compliance relates to chemical releases between 2006 and 2010, including one release which involved the death of a DuPont employee after exposure to phosgene.� During the third quarter 2014, DuPont, the U.S. Environmental Protection Agency (EPA) and the Department of Justice (DOJ) agreed to settle this matter. Under the settlement, DuPont will pay a penalty of about $1.28 million and undertake corrective actions.

Chambers Works Plant, Deepwater, New Jersey

In 2010, the government initiated an enforcement action alleging that the facility violated recordkeeping requirements of certain provisions of the CAA and the Federal Clean Air Act Regulations (FCAR) governing Leak Detection and Reporting (LDAR) and that it failed to report emissions of a compound from Chambers Works' waste water treatment facility under EPCRA. The alleged non-compliance was identified by EPA in 2007 and 2009 following separate environmental audits. DuPont is in settlement negotiations with EPA and DOJ.

LaPorte Plant, LaPorte, Texas

EPA conducted a multimedia inspection at the LaPorte facility in January 2008. DuPont, EPA and DOJ began discussions in the 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.

Sabine Plant, Orange, Texas

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

Federal Insecticide, Fungicide and Rodenticide Act (FIFRA)

In July 2012, DuPont received a notice of noncompliance and show cause letter from EPA Region III for alleged violations of FIFRA related to product labeling and adverse effects reporting for Imprelis^�. During the third quarter 2014, DuPont, without admission of liability, settled this matter and agreed to pay a penalty of $1.85 million.

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 2013 Annual Report.

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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 that replaced the 2011 plan. There is no required completion date for purchases under the 2014 plan.

In August 2014, the company entered into an accelerated share repurchase ("ASR") agreement with a financial institution. Under the terms of the ASR agreement, in August 2014, the company paid $700 million to the financial institution and received and retired an initial delivery of 8.6 million shares, which represents 80 percent of the $700 million notional amount of the ASR agreement. This ASR will be completed in the fourth quarter 2014. In the third quarter 2014, the company also repurchased 3.1 million shares in the open market at an average price of $65.13 per share for a total of $203 million. These shares were retired upon receipt. See Part I, Item 2 and Note 10 to the interim Consolidated Financial Statements for additional information.

The following table summarizes information with respect to the company's purchase of its common stock during the three months ended September 30, 2014:



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)
July:	�	�	�	�
Open Market Purchases	2,414,300	$65.38	2,414,300	�
August:	�	�	�	�
Open Market Purchases	707,701	$64.27	707,701	�
ASR^�(2)	8,588,957	See (2) Below	8,588,957	�
Total	11,710,958	�	11,710,958	$	3,140


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


^2��	Includes the 80% initial share delivery under the August ASR agreement described above. The purchase price per share and final number of shares retired will be determined using the volume-weighted price of the company's stock over the term of the ASR agreement.

Item 4. MINE SAFETY DISCLOSURES

Information regarding mine safety and other regulatory actions at the company's surface mine in Starke, Florida is included in Exhibit 95 to this report.

Item 5. OTHER INFORMATION

�

Thomas M. Connelly will retire as Executive Vice President of the Company effective December�31, 2014. To ensure his active participation on behalf of the Company in ongoing business matters, the Company has entered into a three-year consulting agreement with Mr.�Connelly, effective as of January 1, 2015, pursuant to which he shall be paid a $31,250 monthly retainer. The agreement with Mr.�Connelly contains customary provisions, including a restriction on his ability to take on any work that may create a conflict of interest, non-competition and non-solicitation covenants, and protection of confidential information.


Item 6.	EXHIBITS

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

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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:	October�28, 2014
�	�	�
�	�	�
�	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)

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EXHIBIT�INDEX

�



Exhibit Number	�	Description
�	�	�
3.1	�	Companys Restated Certificate of Incorporation (incorporated by reference to Exhibit�3.1 to the companys Annual Report on Form�10-K (Commission file number 1-815) for the year ended December�31, 2012).
�	�	�
3.2	�	Companys Bylaws, as last amended effective August 12, 2013 (incorporated by reference to Exhibit�3.2 to the companys Quarterly Report on Form�10-Q (Commission file number 1-815) for the period ended September 30, 2013).
�	�	�
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 period ended December 31, 2013).
�	�	�
10.2*	�	Companys Supplemental Retirement Income Plan, as last amended effective June�4, 1996 (incorporated by reference to Exhibit�10.2 to the companys Annual Report on Form�10-K (Commission file number 1-815) for the year ended December�31, 2011).
�	�	�
10.3*	�	Companys Pension Restoration Plan, as restated effective July 17, 2006 (incorporated by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2011).
�	�	�
10.4*	�	Companys Rules�for Lump Sum Payments, as last amended effective December 20, 2007 (incorporated by reference to Exhibit�10.4 to the companys Quarterly Report on Form�10-Q (Commission file number 1-815)for the period ended June 30, 2011).
�	�	�
10.5*	�	Companys Stock Performance Plan, as last amended effective January�25, 2007 (incorporated by reference to Exhibit�10.5 to the companys Annual Report on Form�10-K (Commission file number 1-815) for the year ended December�31, 2011).
�	�	�
10.6*	�	Companys Equity and Incentive Plan, as amended October 23, 2014.
�	�	�
10.7*	�	Form�of Award Terms under the companys Equity and Incentive Plan (incorporated by reference to Exhibit 10.7 to the companys Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2013).
�	�	�
10.8*	�	Companys Retirement Savings Restoration Plan, as last amended effective May 15, 2014. (incorporated by reference to Exhibit 10.8 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2014).
�	�	�
10.9*	�	Companys 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 (incorporated by reference to Exhibit 10.11 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended September 30, 2013). 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 period 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*	�	Companys 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 Agreement dated October 22, 2014, by and between E.I. du Pont Nemours and Company and Thomas M. Connelly.
�	�	�
12	�	Computation of Ratio of Earnings to Fixed Charges.
�	�	�
18.1	�	Preferability Letter of Independent Registered Public Accounting Firm
�	�	�
31.1	�	Rule�13a-14(a)/15d-14(a)�Certification of the companys Principal Executive Officer.
�	�	�
31.2	�	Rule�13a-14(a)/15d-14(a)�Certification of the companys Principal Financial Officer.
�	�	�
32.1	�	Section�1350 Certification of the companys 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 companys 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.

��

Exhibit 10.6

E. I. du Pont de Nemours and Company

Equity and Incentive Plan

(as last amended October 23, 2014)

TABLE OF CONTENTS



Section
�	�
1.	PURPOSE; TYPES OF AWARDS; CONSTRUCTION.
�	�
2.	DEFINITIONS.
�	�
3.	ADMINISTRATION.
�	�
4.	ELIGIBILITY.
�	�
5.	STOCK SUBJECT TO THE PLAN.
�	�
6.	SPECIFIC TERMS OF AWARDS.
�	�
7.	CHANGE IN CONTROL PROVISIONS.
�	�
8.	GENERAL PROVISIONS.

E. I. du Pont de Nemours and Company

Equity and Incentive Plan


1.	PURPOSE; TYPES OF AWARDS; CONSTRUCTION.

The purposes of the Equity and Incentive Plan of E. I. du Pont de Nemours and Company are to attract, motivate and retain (a)�employees of the Company and any Subsidiary and Affiliate, (b)�independent contractors who provide significant services to the Company, any Subsidiary or Affiliate and (c)�nonemployee directors of the Company, any Subsidiary or any Affiliate. The Plan is also designed to encourage stock ownership by such persons, thereby aligning their interest with those of the Companys stockholders and to permit the payment of compensation that qualifies as performancebased compensation under Section�162(m) of the Code. Pursuant to the provisions hereof, there may be granted stock options (including incentive stock options and nonqualified stock options), and other stockbased awards, including but not limited to restricted stock, restricted stock units, dividend equivalents, performance units, Stock Appreciation Rights (payable in cash or shares) and other long-term stockbased or cash-based Awards. Notwithstanding any provision of the Plan, to the extent that any Award would be subject to Section�409A of the Code, no such Award may be granted if it would fail to comply with the requirements set forth in Section�409A of the Code and any regulations or guidance promulgated thereunder.


2.	DEFINITIONS.

For purposes of the Plan, the following terms shall be defined as set forth below:


(a)	Affiliate means an affiliate of the Company, as defined in Rule�12b-2 promulgated under Section�12 of the Exchange Act.


(b)	Award means individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted Stock Units or Other StockBased Awards or Other Cash-Based Awards.


(c)	Award Terms means any written agreement, contract, or other instrument or document evidencing an Award.


(d)	Beneficial Owner shall have the meaning set forth in Rule�13d-3 under the Exchange Act.


(e)	Board means the Board of Directors of the Company.

(f)

Cause shall have the meaning set forth in the Grantees employment or other agreement with the Company, any Subsidiary or any Affiliate, if any, provided that if the Grantee is not a party to any such employment or other agreement or such employment or other agreement does not contain a definition of Cause, then Cause shall mean (i)�the willful and continued failure of the Grantee to perform substantially the Grantees duties with the Company or any Subsidiary or Affiliate (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Grantee by the employing Company, Subsidiary or Affiliate that specifically identifies the alleged manner in which the Grantee has not substantially performed the Grantees duties, or (ii)�the willful engaging by the Grantee in illegal conduct or misconduct that is injurious to the Company or any Subsidiary or Affiliate, including without limitation any breach of the Companys Code of Business Conduct or other applicable ethics policy.


(g)	Change in Control shall have the meaning set forth in Section�7(b) hereof.


(h)	Code means the Internal Revenue Code of 1986, as amended from time to time.


(i)	Committee means the Compensation Committee of the Board. Unless otherwise determined by the Board, the Committee shall be comprised solely of directors who are (a)�nonemployee directors under Rule�16b-3 of the Exchange Act, (b)�outside directors under Section�162(m) of the Code and (c)�independent directors pursuant to New York Stock Exchange requirements.


(j)	Company means E. I. du Pont de Nemours and Company, a corporation organized under the laws of the State of Delaware, or any successor corporation.


(k)	Covered Employee shall have the meaning set forth in Section�162(m)(3) of the Code.


(l)	Disability means that a Grantee is considered to be disabled within the meaning of the applicable Company benefit plan.


(m)	Effective Date means the date that the Plan was adopted by the Board.


(n)	Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.


(o)	Excise Tax shall have the meaning set forth in Section�7(d) hereof.

(p)

Fair Market Value means, with respect to Stock or other property, the fair market value of such Stock or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Stock as of a particular date shall mean, (i)�the closing sales price per share of Stock on the national securities exchange on which the Stock is principally traded, for the date of grant, or (ii)�if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the last preceding date on which there was a sale of such Stock in such market, or if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine in good faith.


(q)	Full Value Award means any Award, other than an Option or Stock Appreciation Right, which Award is settled in Stock.


(r)	Good Reason means (i)�a material diminution in the Grantees base compensation, (ii)�a material diminution in the Grantees authority, duties, or responsibilities, or (iii)�a material change in the geographic location at which the Grantee must perform his/her services for the Company.


(s)	Grantee means a person who, as an employee of or independent contractor or nonemployee director with respect to the Company, a Subsidiary or an Affiliate, has been granted an Award under the Plan.


(t)	ISO means any Option intended to be and designated as an incentive stock option within the meaning of Section�422 of the Code.


(u)	NQSO means any Option that is designated as a nonqualified stock option.


(v)	Option means a right, granted to a Grantee under Section�6(b)(i), to purchase shares of Stock. An Option may be either an ISO or an NQSO.


(w)	Other Cash-Based Award means an Award granted to a Grantee under Section�6(b)(iv) hereof, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

(x)

Other StockBased Award means an Award granted to a Grantee pursuant to Section�6(b)(iv) (and to the extent applicable Section�6(b)(i)) hereof, that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock including but not limited to performance units, Stock Appreciation Rights (payable in cash or shares) or dividend equivalents, each of which may be subject to the attainment of Performance Goals or a period of continued employment or other terms and conditions as permitted under the Plan.

(y)

Performance Goals means performance goals based on one or more of the following criteria: (i)�earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii)�pre-tax income or after-tax income; (iii)�earnings per common share (basic or diluted); (iv)�operating profit; (v)�revenue, revenue growth or rate of revenue growth; (vi)�return on assets (gross or net), return on investment, return on capital, or return on equity; (vii)�returns on sales or revenues; (viii)�operating expenses;

(ix)�stock price appreciation; (x)�cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi)�implementation or completion of critical projects or processes; (xii)�economic value created; (xiii)�cumulative earnings per share growth; (xiv)�operating margin or profit margin; (xv)�common stock price or total stockholder return; (xvi)�cost targets, reductions and savings, productivity and efficiencies; (xvii)�strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xviii)�personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long-term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xix)�any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a Subsidiary or Affiliate, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles, if applicable, and shall be subject to certification by the Committee; provided that, to the extent an Award is intended to satisfy the performancebased compensation exception to the limits of Section�162(m) of the Code and then to the extent consistent with such exception, the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

(z)

Person shall have the meaning set forth in Section�3(a)(9) of the Exchange Act, as modified and used in Sections�13(d) and 14(d) thereof and the rules thereunder, except that such term shall not include (1)�the Company or any Subsidiary corporation, (2)�a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary corporation, (3)�an underwriter temporarily holding securities pursuant to an offering of such securities, or (4)�a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


(aa)	Plan means this E. I. du Pont de Nemours and Company Equity and Incentive Plan, as amended from time to time.


(bb)	Plan Year means a calendar year.


(cc)	Restricted Stock means an Award of shares of Stock to a Grantee under Section�6(b)(ii) that may be subject to certain restrictions and to a risk of forfeiture.


(dd)	Restricted Stock Unit means a right granted to a Grantee under Section�6(b)(iii) of the Plan to receive Stock or cash at the end of a specified period, which right may be subject to the attainment of Performance Goals in a period of continued employment or other terms and conditions as permitted under the Plan.


(ee)	Rule�16b-3 means Rule�16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section�16 of the Exchange Act, including any successor to such Rule.


(ff)	Stock means shares of common stock, par value $0.30 per share, of the Company.


(gg)	Stock Appreciation Right or SAR means an Other StockBased Award, payable in cash or stock, that entitles a Grantee upon exercise to the excess of the Fair Market Value of the Stock underlying the Award over the base price established in respect of such Stock.


(hh)	Subsidiary means any corporation in an unbroken chain of corporations beginning with the Company if, at the time of granting of an Award, each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.


(ii)	Total Payments shall have the meaning set forth in Section�7(d) hereof.


3.	ADMINISTRATION.

(a)

The Plan shall be administered by the Committee or, at the discretion of the Board, the Board, provided that any Award to the Chairman of the Board shall be subject to ratification by the Board. In the event the Board is the administrator of the Plan, references herein to the Committee shall be deemed to include the Board. The Board may from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Committee however caused. The Committee shall choose one of its members as chairman and shall hold meetings at such times and places as it shall deem advisable. A majority of the members of the Committee shall constitute a quorum and any action may be taken by a majority of those present and voting at any meeting. The Board or the Committee may delegate to the Boards Special Stock Performance Committee or any successor thereto the ability to grant Awards to employees who are not subject to potential liability under Section�16(b) of the 1934 Act with respect to transactions involving equity securities of the Company at the time any such delegated authority is exercised. Subject to the provisions of applicable law the Board may also delegate to one or more officers, acting alone or together with one or more members of the Board, authority to grant awards to such employees, subject, however, to prescribed limits set forth in the resolution of the Board delegating such authority.

(b)

The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the power and authority either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including without limitation, the authority to grant Awards, to determine the persons to whom and the time or times at which Awards shall be granted, to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and Performance Goals relating to any Award; to determine Performance Goals no later than such time as is required to ensure that an underlying Award which is intended to comply with the requirements of Section�162(m) of the Code so complies; to determine whether, to what extent, and under what circumstances an Award may be settled, canceled, forfeited, accelerated, exchanged, or surrendered (provided that, unless approved by the Companys stockholders, no Award shall be settled, canceled, forfeited, exchanged or surrendered in exchange or otherwise in consideration for a new Award with a value in excess of the value of such settled, canceled, forfeited, exchanged or surrendered Award); to make adjustments in the terms and conditions (including Performance Goals) applicable to Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Terms (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Terms granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. No Committee member (or member of the Management Committee) shall be liable for any action or determination made with respect to the Plan or any Award.


4.	ELIGIBILITY.


(a)	Awards may be granted to officers, independent contractors, employees and nonemployee directors of the Company or of any of its Subsidiaries and Affiliates; provided, that ISOs shall be granted only to employees (including officers and directors who are also employees) of the Company, its parent or any of its Subsidiaries.

(b)

No ISO shall be granted to any employee of the Company, its parent or any of its Subsidiaries if such employee owns, immediately prior to the grant of the ISO, stock representing more than 10% of the voting power or more than 10% of the value of all classes of stock of the Company or a parent or a Subsidiary, unless the purchase price for the stock under such ISO shall be at least 110% of its Fair Market Value at the time such ISO is granted and the ISO, by its terms, shall not be exercisable more than five years from the date it is granted. In determining the stock ownership under this paragraph, the provisions of Section�424(d) of the Code shall be controlling.


5.	STOCK SUBJECT TO THE PLAN.

(a)

The maximum number of shares of Stock reserved for the grant or settlement of Awards under the Plan (the Share Limit) shall be 110,000,000 and shall be subject to adjustment as provided herein; provided that each share in excess of 30,000,000 issued under the Plan pursuant to a Full Value Award shall be counted against the foregoing Share Limit as four and one-half shares for every one share actually issued in connection with such Award. (For example, if 32,000,000 shares of Restricted Stock are granted under this Plan, 39,000,000 shall be charged against the Share Limit in connection with that Award.) The aggregate number of shares of Stock made subject to Awards granted during any fiscal year to any single individual shall not exceed 3,000,000. Determinations made in respect of the limitation set forth in the preceding sentence shall be made in a manner consistent with Section�162(m) of the Code. Such shares may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any shares subject to an Award are forfeited, canceled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Grantee, the shares of stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, shares of Stock that are exchanged by a Grantee or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any shares of Stock exchanged by a Grantee or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be canceled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan. Upon the exercise of a SAR, the total number of shares subject to such SAR shall not again be available for Awards under the Plan.

(b)

Except as provided in an Award Terms or as otherwise provided in the Plan, in the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Grantees under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i)�the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards or the total number of Awards issuable under the Plan, (ii)�the number and kind of shares of Stock or other property issued or issuable in respect of outstanding Awards, (iii)�the exercise price, grant price or purchase price relating to any Award, (iv)�the Performance Goals and (v)�the individual limitations applicable to Awards; provided that, with respect to ISOs, any adjustment shall be made in accordance with the provisions of Section�424(h) of the Code and any regulations or guidance promulgated thereunder, and provided further that no such adjustment shall cause any Award hereunder which is or becomes subject to Section�409A of the Code to fail to comply with the requirements of such section.


6.	SPECIFIC TERMS OF AWARDS.

(a)

General. The term of each Award shall be for such period as may be determined by the Committee. Subject to the terms of the Plan and any applicable Award Terms, payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or, subject to the requirements of Section�409A of the Code, on a deferred basis. Notwithstanding any other provision of the Plan, in no event shall any Award (exclusive of an Other Cash-Based Award or an Award made to a nonemployee director and except as may be provided in Section�7 hereof) vest or otherwise become exercisable or payable in less than six months from

the date of its grant, with the exception of the following termination provisions as described in the Award Terms, which are related to death, total and permanent disability, divestiture to entity less than 50% owned by DuPont or lack of work.


(b)	Awards. The Committee is authorized to grant to Grantees the following Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards.


(i)	Options and SARs. The Committee is authorized to grant Options and SARs to Grantees on the following terms and conditions:


(A)	The Award Terms evidencing the grant of an Option under the Plan shall designate the Option as an ISO or an NQSO.

(B)

The exercise or base price per share of Stock underlying under an Option or SAR shall be determined by the Committee, but in no event shall the exercise or base price of an Option or SAR per share of Stock be less than the Fair Market Value of a share of Stock as of the date of grant of such Option or SAR. The purchase price of Stock as to which an Option is exercised shall be paid in full at the time of exercise; payment may be made in cash, which may be paid by check, or other instrument acceptable to the Company, or, with the consent of the Committee, in shares of Stock, valued at the Fair Market Value on the date of exercise (including shares of Stock that otherwise would be distributed to the Grantee upon exercise of the Option), or if there were no sales on such date, on the next preceding day on which there were sales or (if permitted by the Committee and subject to such terms and conditions as it may determine) by surrender of outstanding Awards under the Plan, or the Committee may permit such payment of exercise price by any other method it deems satisfactory in its discretion. In addition, subject to applicable law and pursuant to procedures approved by the Committee, payment of the exercise price may be made through the sale of Stock acquired on exercise of the Option, valued at Fair Market Value on the date of exercise, sufficient to pay for such Stock (together with, if requested by the Company, the amount of federal, state or local withholding taxes payable by Grantee by reason of such exercise). Any amount necessary to satisfy applicable federal, state or local tax withholding requirements shall be paid promptly upon notification of the amount due. The Committee may permit such amount of tax withholding to be paid in shares of Stock previously owned by the employee, or a portion of the shares of Stock or cash, as applicable that otherwise would be distributed to such employee upon exercise of an Option or SAR, or a combination of cash and shares of such Stock.

(C)

Options and SARs shall be exercisable over the exercise period (which shall not exceed ten years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Award Terms; provided that, the Committee shall have the authority to accelerate the exercisability of any outstanding Option or SAR at such time and under such circumstances as it, in its sole discretion, deems appropriate. An Option or SAR may be exercised to the extent of any or all full shares of Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Committee or its designated agent. No partial exercise may be made for less than one hundred (100)�full shares of Stock.

(D)

Upon the termination of a Grantees employment or service with the Company and its Subsidiaries or Affiliates, the Options or SARs granted to such Grantee, to the extent that they are exercisable at the time of such termination, shall remain exercisable for such period as may be provided in the applicable Award Terms, but in no event following the expiration of their term. The treatment of any Option or SAR that is unexercisable as of the date of such termination shall be as set forth in the applicable Award Terms.


(E)	Options or SARs may be subject to such other conditions including, but not limited to, restrictions on transferability of, or provisions for recovery of, the shares acquired upon

exercise of such Options or SARs (or proceeds of sale thereof), as the Committee may prescribe in its discretion or as may be required by applicable law.


(ii)	Restricted Stock.

(A)

The Committee may grant Awards of Restricted Stock, alone or in tandem with other Awards under the Plan, subject to such restrictions, terms and conditions, as the Committee shall determine in its sole discretion and as shall be evidenced by the applicable Award Terms (provided that any such Award is subject to the vesting requirements described herein). The vesting of a Restricted Stock Award granted under the Plan may be conditioned upon the completion of a specified period of employment or service with the Company or any Subsidiary or Affiliate, upon the attainment of specified Performance Goals, and/or upon such other criteria as the Committee may determine in its sole discretion. Notwithstanding the foregoing, if the vesting condition for any Full Value Award (including Award of Restricted Stock), excluding any Full Value Award made to a Grantee upon commencement of his employment, relates exclusively to the passage of time and continued employment, such time period shall not be less than 36�months for the entire Award, with no portion of the Award vesting before 12�months from the date of the Award, subject to Sections�6(b)(ii)(E) and 7. If the vesting condition for any Full Value Award (including Award of Restricted Stock), excluding any Full Value Award made to a Grantee upon commencement of his employment, relates to the attainment of specified Performance Goals, such Full Value Award shall vest over a performance period of not less than one (1)�year, subject to Sections�6(B)(ii)(E) and 7.

(B)

The Committee shall determine the price, which, to the extent required by law, shall not be less than par value of the Stock, to be paid by the Grantee for each share of Restricted Stock or unrestricted stock or stock units subject to the Award. Each Award Terms with respect to such stock award shall set forth the amount (if any) to be paid by the Grantee with respect to such Award and when and under what circumstances such payment is required to be made.


(C)	Except as provided in the applicable Award Terms, no shares of Stock underlying a Restricted Stock Award may be assigned, transferred, or otherwise encumbered or disposed of by the Grantee until such shares of Stock have vested in accordance with the terms of such Award.

(D)

If and to the extent that the applicable Award Terms may so provide, a Grantee shall have the right to vote and receive dividends on Restricted Stock granted under the Plan. Unless otherwise provided in the applicable Award Terms, any Stock received as a dividend on or in connection with a stock split of the shares of Stock underlying a Restricted Stock Award shall be subject to the same restrictions as the shares of Stock underlying such Restricted Stock Award.


(E)	Upon the termination of a Grantees employment or service with the Company and its Subsidiaries or Affiliates, the Restricted Stock granted to such Grantee shall be subject to the terms and conditions specified in the applicable Award Terms.


(iii)	Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Grantees, subject to the following terms and conditions:

(A)

At the time of the grant of Restricted Stock Units, the Committee may impose such restrictions or conditions to the vesting of such Awards as it, in its discretion, deems appropriate, including, but not limited to, the achievement of Performance Goals. The Committee shall have the authority to accelerate the settlement of any outstanding award of Restricted Stock Units at such time and under such circumstances as it, in its sole discretion, deems appropriate, subject to the requirements of Section�409A of the Code.


(B)	Unless otherwise provided in Award Terms or except as otherwise provided in the Plan, upon the vesting of a Restricted Stock Unit there shall be delivered to the Grantee, as soon as practicable following the date on which such Award (or any portion thereof) vests (but in any event within such period as is required to avoid the imposition of a tax under

Section�409A of the Code), that number of shares of Stock equal to the number of Restricted Stock Units becoming so vested.

(C)

Subject to the requirements of Section�409A of the Code, an Award of Restricted Stock Units may provide the Grantee with the right to receive dividend equivalent payments with respect to Stock subject to the Award (both before and after the Stock subject to the Award is earned or vested), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Stock, as determined by the Committee. Any such settlements and any such crediting of dividend equivalents may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents.


(D)	Upon the termination of a Grantees employment or service with the Company and its Subsidiaries or Affiliates, the Restricted Stock Units granted to such Grantee shall be subject to the terms and conditions specified in the applicable Award Terms.


(iv)	Other StockBased or Cash-Based Awards

(A)

The Committee is authorized to grant Awards to Grantees in the form of Other StockBased Awards or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including the Performance Goals and performance periods. Stock or other securities or property delivered pursuant to an Award in the nature of a purchase right granted under this Section�6(b)(iv) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, Stock, other Awards, notes or other property, as the Committee shall determine, subject to any required corporate action.

(B)

The maximum value of the aggregate payment that any Grantee may receive with respect to Other Cash-Based Awards pursuant to this Section�6(b)(iv) in respect of any annual performance period is $15�million and for any other performance period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve�(12). No payment shall be made to a Covered Employee prior to the certification by the Committee that the Performance Goals have been attained. The Committee may establish such other rules applicable to the Other Stock or Cash-Based Awards to the extent not inconsistent with Section�162(m) of the Code.


(C)	Payments earned in respect of any Cash-Based Award may be decreased or, with respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate. Notwithstanding the foregoing, any Awards may be adjusted in accordance with Section�5(b) hereof.


7.	CHANGE IN CONTROL PROVISIONS.


(a)	Unless otherwise determined by the Committee or evidenced in an applicable Award Terms or employment or other agreement, in the event of a Change in Control:


(i)	Options and Stock Appreciation Rights


(A)	If the Company is the surviving entity or the surviving entity assumes the Options or SARs or substitutes in lieu thereof equivalent stock options or SARs relating to the stock of such surviving entity (Substitute Options/SARs), the Options/SARs or the Substitute Options/SARs, as applicable, shall be governed by their respective terms;


(B)	If the Company is the surviving entity or the surviving entity assumes the Options/SARs or issues Substitute Options/SARs, and the Grantee is terminated without Cause or for Good Reason within twenty-four�(24) months following the Change in Control, Options/SARs or Substitute Options/SARs held by the Grantee that were not previously vested and exercisable

shall become fully vested and and remain exercisable until the date that is two (2)�years following the date of such termination, or the original expiration date, whichever first occurs;

(C)

If the Company is not the surviving entity, and the surviving entity does not assume the Options/SARs or issue Substitute Options/SARs, each Option/SAR shall become fully vested and cancelled in exchange for a cash payment in an amount equal to (i)�the excess of Fair Market Value per share of the Stock subject to the Award immediately prior to the Change in Control over the exercise or base price (if any) per share of Stock subject to the Award multiplied by (ii)�the number of shares of Stock subject to the Option/SAR.


(ii)	Other Awards Not Subject to Performance Goals


(A)	If the Company is the surviving entity or the surviving entity assumes Awards (other than Options or SARs) not subject to Performance Goals (Time-Vested Awards) or substitutes in lieu thereof equivalent stock awards relating to the stock of such surviving entity (Substitute Awards), the Time-Vested Awards or the Substitute Awards, as applicable, shall be governed by their respective terms;


(B)	If the Company is the surviving entity or the surviving entity assumes the Time-Vested Awards or issues Substitute Awards, and the Grantee is terminated without Cause or for Good Reason within twenty-four�(24) months following the Change in Control, Time-Vested Awards or Substitute Awards held by the Grantee that were not previously vested shall become fully vested;

(C)

If the Company is not the surviving entity, and the surviving entity does not assume the Time-Vested Awards or issue Substitute Awards, the Time-Vested Awards shall become fully vested and cancelled in exchange for a cash payment in an amount equal to the Fair Market Value per share of the Stock subject to the Award immediately prior to the Change in Control multiplied by the number of shares of Stock subject to the Award.

(iii)

Other Awards Subject to Performance Goals. Awards (other than Options or SARs) subject to Performance Goals shall be converted into Time-Vested Awards at target, without proration, and continue to vest as though such Award had originally been granted as a Time-Vested Award with a restricted period equal in length to the performance period of such Award. Such Time-Vested Award shall thereafter be governed in accordance with their respective otherwise applicable terms and subsection�(ii) above.

(b)

The Committee may, in its sole discretion, provide that: (A)�each Award shall, upon the occurrence of a Change in Control, be canceled in exchange for a payment in an amount equal to (i)�the Fair Market Value per share of the Stock subject to the Award immediately prior to the Change in Control over the exercise or base price (if any) per share of Stock subject to the Award multiplied by (ii)�the number of Shares granted under the Award; and (B)�each Award shall, upon the occurrence of a Change in Control, be canceled without payment therefore if the Fair Market Value per share of the Stock subject to the Award immediately prior to the Change in Control is less than the exercise or purchase price (if any) per share of Stock subject to the Award. A Change in Control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(i)

any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 30% or more of the combined voting power of the Companys then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause�(I) of paragraph�(iii) below; or

(ii)

the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the

Company) whose appointment or election by the Board or nomination for election by the Companys stockholders was approved or recommended by a vote of at least two-thirds (²/₃) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii)

there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (I)�a merger or consolidation which results in (A)�the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B)�the individuals who comprise the Board immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (II)�a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 30% or more of the combined voting power of the Companys then outstanding securities; or

(iv)

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Companys assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Companys stockholders unless the Board expressly determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person or an Affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all of the Companys assets to an entity (i)�at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition and (ii)�the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board immediately prior thereto.

(v)

a corporate transaction or series of transactions involving a sale or other disposition of a business of, or operations relating to, the Company or any of its Affiliates (whether by sale, spin-off, split-off or other transaction) that the Board expressly determines in its discretion to be appropriate to deem such transaction or series of transactions as a Change in Control for purposes of the Plan with respect to some or all of the Participants.

(c)

Notwithstanding the foregoing, except as otherwise determined by the Board in accordance with subsection (v) hereof, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

(d)

Unless otherwise provided by the Committee or set forth in a Grantees Award Terms, notwithstanding the provisions of this Plan, in the event that any payment or benefit received or to be received by the Grantee in connection with a Change in Control or the termination of the Grantees employment or service (whether pursuant to the terms of this Plan or any other plan, arrangement or agreement with the Company, any Subsidiary, any Affiliate, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, Total Payments) would be subject (in whole or part), to the excise tax imposed by Section�4999 of the Code (the Excise Tax), then, after taking into

account any reduction in the Total Payments provided by reason of Section�280G of the Code in such other plan, arrangement or agreement, the payment or benefit to be received by the Grantee upon a Change in Control shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments).


8.	GENERAL PROVISIONS.

(a)

Nontransferability, Deferrals and Settlements. Unless otherwise determined by the Committee or provided in an Award Terms, Awards shall not be transferable by a Grantee except by will or the laws of descent and distribution and shall be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal representative. Notwithstanding the foregoing, any transfer of Awards to independent third parties for cash consideration without stockholder approval is prohibited.

Any Award shall be null and void and without effect upon any attempted assignment or transfer, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce, trustee process or similar process, whether legal or equitable, upon such Award. The Committee may require or permit Grantees to elect to defer the issuance of shares of Stock (with settlement in cash or Stock as may be determined by the Committee or elected by the Grantee in accordance with procedures established by the Committee), or the settlement of Awards in cash under such rules and procedures as established under the Plan to the extent that such deferral complies with Section�409A of the Code and any regulations or guidance promulgated thereunder. It may also provide that deferred settlements include the payment or crediting of interest, dividends or dividend equivalents on the deferral amounts.

(b)

No Right to Continued Employment, etc. Nothing in the Plan or in any Award granted or any Award Terms, promissory note or other agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or service of the Company, any Subsidiary or any Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or such Award Terms, promissory note or other agreement or to interfere with or limit in any way the right of the Company or any such Subsidiary or Affiliate to terminate such Grantees employment or service.

(c)

Taxes. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any other payment to a Grantee, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property with a Fair Market Value not in excess of the minimum amount required to be withheld and to make cash payments in respect thereof in satisfaction of a Grantees tax obligations.

(d)

Stockholder Approval; Amendment and Termination. The Plan shall take effect on the Effective Date but the Plan (and any grants of Awards made prior to the stockholder approval mentioned herein) shall be subject to the requisite approval of the stockholders of the Company, which approval must occur within twelve (12)�months of the date that the Plan is adopted by the Board. In the event that the stockholders of the Company do not ratify the Plan at a meeting of the stockholders at which such issue is considered and voted upon, then upon such event the Plan and all rights hereunder shall immediately terminate and no Grantee (or any permitted transferee thereof) shall have any remaining rights under the Plan or any Award Terms entered into in connection herewith. The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a Grantee under any Award theretofore granted without such Grantees consent, or that without the approval of the stockholders (as described below) would, except as provided in Section�5, increase the total number of shares of Stock reserved for the purpose of the Plan. In addition, stockholder approval shall be required with respect to any amendment that materially increases benefits provided under the Plan or materially alters the eligibility provisions of the Plan or with respect to

which stockholder approval is required under the rules of any stock exchange on which Stock is then listed. Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall terminate on the tenth anniversary of its Effective Date. No Awards shall be granted under the Plan after such termination date.

(e)

No Rights to Awards; No Stockholder Rights. No individual shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Grantees. No individual shall have any right to an Award or to payment or settlement under any Award unless and until the Committee or its designee shall have determined that an Award or payment or settlement is to be made. Except as provided specifically herein, a Grantee or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of such shares.


(f)	Unfunded Status of Awards. The Plan is intended to constitute an unfunded plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award shall give any such Grantee any rights that are greater than those of a general creditor of the Company.


(g)	No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.


(h)	Regulations and Other Approvals.


(i)	The obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.

(ii)

Each Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.

(iii)

In the event that the disposition of Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the Securities Act), and is not otherwise exempt from such registration, such Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.

(i)

Section�409A. This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section�409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award, issuance and/or payment is subject to Section�409A of the Code, it shall be awarded and/or issued or paid in a manner that will comply with Section�409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Any provision of this Plan that would cause an Award, issuance and/or payment to fail to satisfy Section�409A of the Code shall have no force and effect until amended to comply with Code Section�409A (which amendment may be retroactive to the extent permitted by applicable law).

(j)��Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.

Exhibit 10.14

Dear Tom:

Per our discussion, I am pleased to offer you a consulting agreement with DuPont on the following terms and conditions.


1.	Our agreement will commence on January 1, 2015 and continue until December 31, 2017, unless terminated by you on thirty (30) days written notice, ('Consulting Period').


2.	You will provide consulting services on business projects identified by me ('Business Projects'). Such services shall be provided upon reasonable notice to you and at mutually agreed times. Such services shall not exceed thirty (30) hours per calendar year quarter.

DuPont will pay you a retainer equal to $31, 250, payable on the last day of each month. Unless the circumstances reasonably dictate otherwise, the services contemplated hereunder will be performed at your primary place of residence. As necessary, DuPont will make available to you at no charge office space in Wilmington for use in connection with the services contemplated hereunder. DuPont will reimburse you for reasonable travel expenses incurred in support of this work.

You will be reimbursed for travel-related costs and expenses within thirty (30) days after the receipt of a correct invoice for such costs and expenses. All travel-related costs and expenses will be subject to DuPont travel guidelines and procedures in effect from time to time. All non�travel-related costs and expenses incurred in connection with the consulting services hereunder will require the prior written approval of DuPont.

You will not disclose to others without DuPont's written consent any confidential or unpublished information concerning DuPont's business and research activities and interests with which you become familiar in your contacts with DuPont. Similarly, you will not disclose to others without DuPont's written consent the results of specific nature of your work for DuPont. Your obligations under this paragraph will continue after termination of this agreement insofar as they relate to activities prior to termination.


6.	You agree that during the consulting period, you will not directly or indirectly:


a.	be employed by or consult with, render service to, or engage in any Competing Business;


b.	promote, solicit or induce for yourself or any other person or entity the sale of any Competing Product(s) to any entity or any other person or entity the sale of any Competing Product(s) to any entity or person who is or has been a customer of the company since January 1, 2010, and


c.	solicit or induce for any Competing Business the employment of any person who is now, or at any time after the date hereof, employed by the company.

For purposes of this paragraph

Competing Business means any business which is engaged in, or about to become engaged in research, development, production, marketing, or selling of a Competing Product(s).

Competing Product(s) means product(s), process(es), or service(s) which competes directly or indirectly within the company's product(s), process(es), or services with which you have either worked as employee

of the company or an independent contractor, since January 1, 2010, or about which you have acquired the company's trade secret, technical or non�technical confidential information.

In the event of any uncertainty over whether a business constitutes a Competing Business or whether product(s), process(es), or service(s) constitute a Competing Product(s) such determination(s) shall be made by the Company's Chief Executive Officer in her reasonable, good faith judgment.


7.	You will personally perform the consulting services contemplated by this agreement and will not delegate or assign such services to a third party.


8.	During the consulting period your position will be that of an independent contractor, and not an employee of DuPont. You will be personally responsible for any and all tax obligations you incur in connection with the consulting services performed hereunder.


9.	Nothing herein shall prevent you from becoming employed or engaged by any other person or entity during the Consulting Period, provided that you comply with your obligations under Paragraph 6 of this Agreement.

10.

You, on behalf of yourself and your successors and assigns, hereby release DuPont and its employees, agents and contractors, ('Released Parties') from any and all liability for personal injury, death and property damage relating in any way to your provision of consulting services hereunder, except to the extent (but only to the extent) such liability is caused by the negligence or willful misconduct of any Released Party. The claims, liabilities, damages, losses or expenses covered hereunder include, but are not limited to settlements, judgments, court costs, attorneys' fees and other litigation expenses, fines and penalties.


11.	This agreement does not change in any manner your rights and obligations under any other agreement with DuPont, including, but not limited to your Employee and/or Confidentiality Agreement and any DuPont benefit plan.


12.	Amounts payable hereunder will not be taken into account for determining any Company-provided benefits or compensation plans and/or arrangements.


13.	You will comply with all laws, rules, and regulations of any government authority applicable to the performances of services under this agreement.


14.	If any one or more provisions of this agreement shall for any reason, to be held to be invalid, illegal, or unenforceable in any respect, such provision(s) shall not affect any other provision of this agreement and this agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained herein.


15.	This agreement will be governed by the laws of the state of Delaware.


16.	This letter constitutes the entire agreement between us with respect to this subject.

If the foregoing is acceptable to you, please acknowledge your agreement by signing the enclosed copy of this letter in the space provided, and returning the signed copy to me for our files.

Very Truly Yours,

/s/ Ellen J. Kullman

Ellen J. Kullman

AGREED AND ACCEPTED:

/s/ T. M. Connelly

Thomas M Connelly, Jr.��

Date��October 22, 2014

Exhibit�12

�

E.� I.� DU� PONT� DE� NEMOURS� AND� COMPANY

�

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions)

�



�	�			�	�
�	Nine Months Ended September 30,
�	2014			�	2013
Income from continuing operations before income taxes	$	4,028		�	$	3,367
Adjustment for companies accounted for by the ��equity method	40			�	(2		)
Less: Capitalized interest	(36		)	�	(29		)
Add: Amortization of capitalized interest	27			�	28
�	4,059			�	3,364
Fixed charges:	�			�	�
Interest and debt expense	290			�	340
Capitalized interest	36			�	29
Rental expense representative of interest factor	76			�	91
�	402			�	460
Total adjusted earnings available for payment of ��fixed charges	$	4,461		�	$	3,824
Number of times fixed charges earned	11.1			�	8.3

Exhibit 18.1

October 28, 2014

Board of Directors

E.I. du Pont de Nemours and Company

1007 North Market Street

Wilmington, DE 19898

Dear Directors:

We are providing this letter to you for inclusion as an exhibit to your Form 10-Q filing pursuant to Item 601 of Regulation S-K.

We have been provided a copy of the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2014. Note 1 therein describes a change in accounting principle for the change in the Companys annual impairment assessment date. It should be understood that the preferability of one acceptable method of accounting over another for the timing of the annual impairment assessment has not been addressed in any authoritative accounting literature, and in expressing our concurrence below we have relied on managements determination that this change in accounting principle is preferable. Based on our reading of managements stated reasons and justification for this change in accounting principle in the Form 10-Q, and our discussions with management as to their judgment about the relevant business planning factors relating to the change, we concur with management that such change represents, in the Companys circumstances, the adoption of a preferable accounting principle in conformity with Accounting Standards Codification 250, Accounting Changes and Error Corrections.

We have not audited any financial statements of the Company as of any date or for any period subsequent to December 31, 2013. Accordingly, our comments are subject to change upon completion of an audit of the financial statements covering the period of the accounting change.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

October 28, 2014

Exhibit�31.1

�

CERTIFICATIONS

�

I, Ellen J. Kullman, certify that:


1.	I have reviewed this report on Form�10-Q for the period ended September�30, 2014 of E. I. du�Pont de�Nemours and Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules�13a-15(e)�and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules�13a-15(f)�and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	October�28, 2014
�	�
By:	/s/ Ellen J. Kullman
�	�
�	Ellen J. Kullman
�	Chief Executive Officer and
�	Chair of the Board

Exhibit�31.2

�

CERTIFICATIONS

�

I, Nicholas C. Fanandakis, certify that:


1.	I have reviewed this report on Form�10-Q for the period ended September�30, 2014 of E. I. du�Pont de�Nemours and Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules�13a-15(e)�and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules�13a-15(f)�and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	October�28, 2014
�	�
By:	/s/ Nicholas C. Fanandakis
�	�
�	Nicholas C. Fanandakis
�	Executive Vice President and
�	Chief Financial Officer

Exhibit�32.1

�

Certification of CEO Pursuant to

18 U.S.C. Section�1350,

As Adopted Pursuant to

Section�906 of the Sarbanes-Oxley Act of 2002�

In connection with the Quarterly Report of E. I. du Pont de Nemours and Company (the Company) on Form�10-Q for the period ended September�30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), Ellen J. Kullman, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section�1350, as adopted pursuant to Section�906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section�13(a)�or Section 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

�

/s/ Ellen J. Kullman

�

Ellen J. Kullman

Chief Executive Officer

October�28, 2014

Exhibit�32.2

�

Certification of CFO Pursuant to

18 U.S.C. Section�1350,

As Adopted Pursuant to

Section�906 of the Sarbanes-Oxley Act of 2002�

In connection with the Quarterly Report of E. I. du Pont de Nemours and Company (the Company) on Form�10-Q for the period ended September�30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), Nicholas C. Fanandakis, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section�1350, as adopted pursuant to Section�906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section�13(a)�or Section 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

�

/s/ Nicholas C. Fanandakis

�

Nicholas C. Fanandakis

Chief Financial Officer

October�28, 2014

�

Exhibit�95

MINE SAFETY DISCLOSURES

The company owns and operates a surface mine near Starke, Florida. The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (Mine Act) for the quarter ended September 30, 2014.

Mine
(MSHA
Identification
Number)

Section
104
S&S¹�
Citations
(#)

Section104(b)
Orders
(#)

Section

104(d)
Citations
and
Orders
(#)

Section
110(b)(2)
Violations
(#)

Section
107(a)
Orders
(#)

Total

Dollar
Value of
MSHA
Assessments
Proposed
($)

Total
Number
of
Mining
Related
Fatalities
(#)

Received
Notice of
Pattern of
Violations
Under
Section
104(e)
(yes/no)

Received
Notice of
Potential
to Have
Pattern
Under
Section
104(e)
(yes/no)

Legal
Actions
Pending
as of
Last Day
of Period
(#)

Legal
Actions
Initiated
During
Period
(#)

Legal
Actions
Resolved
During
Period
(#)

Starke, FL
(0800225)

300

�


¹�	S&S refers to significant and substantial violations of mandatory health or safety standards under section 104 of the Mine Act.

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Form 10-Q DUPONT E I DE NEMOURS & For: Sep 30

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