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Form 8-K DUPONT E I DE NEMOURS & For: Apr 25

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April 26, 2016 6:49 AM EDT
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of Earliest Event Reported): April 26, 2016 (April 25, 2016)
 
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
1-815
 
51-0014090
(State or Other Jurisdiction
 
(Commission
 
(I.R.S. Employer
Of Incorporation)
 
File Number)
 
Identification No.)
 
974 Centre Road
Wilmington, Delaware 19805
(Address of principal executive offices)
 
Registrant’s telephone number, including area code:   (302) 774-1000
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.02     Results of Operations and Financial Condition
On April 25, 2016, the Registrant announced its consolidated financial results for the quarter ended March 31, 2016. A copy of the Registrant’s press release and related presentation are furnished herewith on Form 8-K as Exhibits 99.1 and 99.2, respectively. The information contained in Item 2.02, including Exhibit 99.1 and Exhibit 99.2, of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and it will not be incorporated by reference into any registration statement or other document filed by the Registrant under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits
(d) Exhibits:
99.1    Press Release dated April 25, 2016
99.2    DuPont First Quarter 2016 Earnings Presentation dated April 26, 2016








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 hereunto duly authorized.
 
 
 
E. I. DU PONT DE NEMOURS AND COMPANY
 
(Registrant)
 
 
 
 
 
/s/ Jeanmarie F. Desmond
 
Jeanmarie F. Desmond
 
Vice President and Controller
 
April 26, 2016



 
 
 
 
 
Exhibit 99.1
 
 
 
 
 
 
 
 
 
 
April 25, 2016
 
 
 
Media Contact:
Dan Turner
WILMINGTON, Del.
 
 
 
 
302-996-8372
 
 
 
 
 
 
 
 
 
Investor Contact:
302-774-4994

DuPont Reports 1Q Operating EPS1 of $1.26 and GAAP EPS of $1.39

Operating EPS1 Increased 8 Percent, Excluding Currency

Increased Full-Year 2016 Operating Earnings1 Outlook Range to $3.05 - $3.20 Per Share

First Quarter Highlights

•
First-quarter operating earnings1 were $1.26 per share, equal to the prior year. Excluding $0.10 per share of negative impact from currency, operating EPS1 increased 8 percent versus prior year. GAAP2 earnings per share were $1.39 versus $1.11 in prior year.

•
Operating costs3 declined by approximately $135 million, a 7 percent reduction versus prior year. Corporate expenses, on an operating earnings1 basis, declined 44 percent versus prior year.

•
Local price and product mix gains of 2 percent in Agriculture and 3 percent volume growth in Nutrition & Health were more than offset by declines in most of the other segments, resulting in sales declining 2 percent, excluding currency. Currency negatively impacted sales by an additional 4 percent.

•
Agriculture sales reflected benefits from local price and product mix, higher corn area and a strong start to the North American corn season more than offset by negative currency impact and lower crop protection and soybean volumes.
 
•
Segment pre-tax operating earnings1 of $1,717 million included approximately $110 million of negative impact from currency. Operating margins expanded in Protection Solutions, Industrial Biosciences, Nutrition & Health and Agriculture.

•
DuPont now expects full-year 2016 operating earnings1 to be in the range of $3.05 - $3.20 per share, an increase of $0.10 per share from the previous outlook.

WILMINGTON, Del., April 25, 2016 - DuPont (NYSE: DD), a science company that brings world-class, innovative products, materials, and services to the global marketplace, today announced first-quarter 2016 operating earnings1 of $1.26 per share compared with $1.26 per share in the prior year. GAAP2 earnings were $1.39 per share, compared with $1.11 per share in the prior year. Refer to Schedule B for details of significant items.

First-quarter sales totaled $7.4 billion, a decline of 6 percent versus prior year due to negative impacts from currency (4 percent) and volume (2 percent).

1Operating earnings and operating earnings per share are defined as earnings excluding significant items and non-operating pension/OPEB costs. See schedules A, C, and D for reconciliations of non-GAAP measures.
2Generally Accepted Accounting Principles (GAAP)
3Operating costs defined as other operating charges, selling, general & administrative, and research & development costs, excluding significant items and non-operating pension/OPEB costs. See Schedule D for reconciliation of non-GAAP measures.

E.I. du Pont de Nemours and Company

2

Today, DuPont’s board of directors approved a second-quarter dividend of $0.38 per share, the 447th consecutive quarterly dividend since the company's first dividend in the fourth quarter of 1904. The second-quarter dividend of $0.38 per share of common stock is payable on June 10, 2016, to stockholders of record at the close of business on May 13, 2016. Regular quarterly dividends of $1.125 per share on the $4.50 series preferred stock and $0.875 cents per share on the $3.50 series preferred stock also were declared, both payable on July 25, 2016, to stockholders of record as of July 8, 2016.
 
“Solid execution, local price and product mix gains, and higher corn area led to a strong start to the year for our Ag business,” said Ed Breen, Chair and CEO of DuPont. “Our other businesses generally performed well, slightly above our expectations. We made progress with our global cost savings and restructuring plan and are on track for savings of $730 million in 2016, including significant improvements in our corporate cost performance.” He added, “We also continued to achieve key milestones in our intended merger of equals with Dow and as we look ahead to the rest of the year, we remain focused on accelerating our value-creation work, investing in our core franchises, and closing the intended merger of equals.”

Global Consolidated Net Sales - 1st Quarter
 
 
Three Months Ended
 
 
 
 
 
 
March 31, 2016
Percentage Change Due to:
(Dollars in millions)
 
$
 
% Change
 
Local Price and Product Mix
 
Currency
 
Volume
 
Portfolio/Other
U.S. & Canada
 
$
3,590

 
(3
)
 
(1
)
 
—

 
(1
)
 
(1
)
EMEA*
 
2,005

 
(8
)
 
1

 
(6
)
 
(3
)
 
—

Asia Pacific
 
1,280

 
(6
)
 
(3
)
 
(2
)
 
(3
)
 
2

Latin America
 
530

 
(12
)
 
7

 
(17
)
 
(1
)
 
(1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Consolidated Net Sales
 
$
7,405

 
(6
)
 
—

 
(4
)
 
(2
)
 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
* Europe, Middle East & Africa
 
 
 
 
 
 
 
 
 
 
 
 













3

Segment Net Sales - 1st Quarter

 
 
Three Months Ended
 
 
 
 
March 31, 2016
Percentage Change Due to:
(Dollars in millions)
 
$
 
% Change
 
Local Price and Product Mix
 
Currency
 
Volume
 
Portfolio/Other
Agriculture
 
$
3,786

 
(4
)
 
2

 
(5
)
 
(1
)
 
—

Electronics & Communications
 
452

 
(13
)
 
(3
)
 
(1
)
 
(9
)
 
—

Industrial Biosciences
 
352

 
1

 
2

 
(3
)
 
1

 
1

Nutrition & Health
 
801

 
(1
)
 
—

 
(4
)
 
3

 
—

Performance Materials
 
1,249

 
(10
)
 
(5
)
 
(2
)
 
(3
)
 
—

Protection Solutions
 
729

 
(8
)
 
(1
)
 
(2
)
 
(5
)
 
—

Other
 
36

 
 
 
 
 
 
 
 
 
 
Consolidated Net Sales
 
$
7,405

 
(6
)
 
—

 
(4
)
 
(2
)
 
—


Operating Earnings (1) - 1st Quarter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Change vs. 2015
(Dollars in millions)
 
 
1Q16
 
1Q15
 
$
 
%
Agriculture
 
$
1,101

 
$
1,138

 
$
(37
)
 
-3
 %
Electronics & Communications
 
59

 
79

 
(20
)
 
-25
 %
Industrial Biosciences
 
63

 
54

 
9

 
17
 %
Nutrition & Health
 
104

 
86

 
18

 
21
 %
Performance Materials
 
273

 
317

 
(44
)
 
-14
 %
Protection Solutions
 
176

 
167

 
9

 
5
 %
Other
 
(59
)
 
(31
)
 
(28
)
 
-90
 %
Total segment operating earnings (2)
 
1,717

 
1,810

 
(93
)
 
-5
 %
 
 
 
 
 
 
 
 

Exchange gains (losses) (2),(3)
 
(121
)
 
142

 
(263
)
 
nm

Corporate expenses (2)
 
(86
)
 
(154
)
 
68

 
-44
 %
Interest expense
 
(92
)
 
(84
)
 
(8
)
 
10
 %
Operating earnings before income taxes
 
1,418

 
1,714

 
(296
)
 
-17
 %
 
 
 
 
 
 
 
 
 

Provision for income taxes on operating earnings
 
(303
)
 
(557
)
 
254

 


Less: Net income attributable to noncontrolling interests
 
6

 
4

 
2

 

Operating earnings
 
$
1,109

 
$
1,153

 
$
(44
)
 
-4
 %
 
 
 
 
 
 
 
 
 

Operating earnings per share
 
$
1.26

 
$
1.26

 
$
—

 
—
 %
 
 
 
 
 
 
 
 
 
 
(1)  See Schedules A, C, and D for reconciliations of non-GAAP measures.
(2)  See Schedules B and C for listing of significant items and their impact by segment.
(3)  See Schedule D for additional information on exchange gains and losses.



4

The following is a summary of business results for each of the company’s reportable segments comparing first quarter with the prior year, unless otherwise noted.

Agriculture - Operating earnings of $1,101 million decreased $37 million, or 3 percent, as local price and product mix gains and cost savings were more than offset by an $83 million negative currency impact, lower volumes and about a $40 million negative impact from the shutdown of the La Porte manufacturing facility primarily due to lost sales and inventory write-offs. Increased corn seed volume was more than offset by lower insecticide and soybean volumes. Excluding the impact of currency, operating earnings increased by 4 percent.
Electronics & Communications - Operating earnings of $59 million decreased $20 million, or 25 percent, as cost savings and increased demand for Tedlar® film were more than offset by competitive pressures impacting Solamet® paste, lower demand in consumer electronics, and a $16 million litigation expense.
Industrial Biosciences - Operating earnings of $63 million increased $9 million, or 17 percent, reflecting pricing gains on new product introductions in bioactives, increased demand for biomaterials, and the absence of a prior year one-time cost in CleanTech, partially offset by a $1 million negative impact from currency. Operating margins expanded by 250 basis points. Excluding the impact of currency, operating earnings increased 19 percent.
Nutrition & Health - Operating earnings of $104 million increased $18 million, or 21 percent, on broad-based volume growth in probiotics, cultures, ingredient systems, texturants, and specialty proteins, and cost savings partially offset by a $3 million negative currency impact. Operating margins expanded by 240 basis points. Excluding the impact of currency, operating earnings increased by 24 percent.
Performance Materials - Operating earnings of $273 million decreased $44 million, or 14 percent. Lower costs and increased demand in Asia Pacific automotive markets, primarily China, were more than offset by lower demand for ethylene and ethylene-based products, lower local price, and $19 million of negative impact from currency. Excluding the impact of currency, operating earnings decreased by 8 percent.
Protection Solutions - Operating earnings of $176 million increased $9 million, or 5 percent, on lower costs and improved plant utilization at the Chambers Works facility, partially offset by lower volumes and a $6 million negative currency impact. Operating margins expanded by 300 basis points. Volume declines in Nomex® thermal-resistant fiber, Kevlar® high-strength material and Tyvek® protective material were driven by weakness in the oil and gas industry, delays in military spending, and lower industrial market demand. Excluding the impact of currency, operating earnings increased by 9 percent.
2016 Outlook
The company now expects full-year 2016 operating earnings1 to be in the range of $3.05 to $3.20 per share, up from prior guidance of $2.95 to $3.10 per share, an increase of 10 to 16 percent over the prior year. The estimated negative currency impact for full year 2016 is now expected to be about $0.20 per share, versus a previously communicated estimate of $0.30 per share.  The U.S. dollar has weakened against most currencies since the estimate provided on January 26, 2016.  The estimated headwind from a higher base tax rate in 2016 is now expected to be about $0.10 per share.  In addition, the company’s guidance includes higher corn planted area than previously forecast and a headwind from the impact of Pioneer’s transition to an agency-based route-to-market approach in the southern U.S., which will shift some sales from 2016 to the first quarter of 2017.  The company continues to expect a benefit of $0.64 per share from the 2016 global cost savings and restructuring plan.  For the first half 2016, the company expects operating earnings to be about flat with the prior year. Seasonal timing benefits realized through March from a stronger-than-expected start in Agriculture are anticipated to be offset in the second quarter.




5

DuPont will hold a conference call and webcast on Tuesday, April 26, 2016, at 8:00 AM EDT to discuss this news release.  The webcast and additional presentation materials can be accessed by visiting the company’s investor website (Events & Presentations) at www.investors.dupont.com.  A replay of the conference call webcast will be available for 90 days by calling 1-630-652-3042, Passcode 7861619#.  For additional information see the investor center at http://www.dupont.com.

Use of Non-GAAP Measures
Management believes that certain non-GAAP measurements are meaningful to investors because they provide insight with respect to ongoing operating results of the company. Such measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. Reconciliations of non-GAAP measures to GAAP are provided in schedules A, C and D.

About DuPont
DuPont (NYSE: DD) has been bringing world-class science and engineering to the global marketplace in the form of innovative products, materials, and services since 1802. The company believes that by collaborating with customers, governments, NGOs, and thought leaders we can help find solutions to such global challenges as providing enough healthy food for people everywhere, decreasing dependence on fossil fuels, and protecting life and the environment. For additional information about DuPont and its commitment to inclusive innovation, please visit http://www.dupont.com.

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

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the 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; ability to respond to market acceptance, rules, regulations and policies affecting products based on biotechnology and, in general, for products for the agriculture industry; outcome of significant litigation and environmental matters, including realization of associated indemnification assets, if any; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, interest and currency exchange rates; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could affect demand as well as availability of products for the agriculture industry; ability to protect and enforce the company’s intellectual property rights; successful integration of acquired businesses and separation of underperforming or non-strategic assets or businesses; and risks related to the agreement entered on December 11, 2015, with The Dow Chemical Company pursuant to which the companies have agreed to effect an all-stock merger of equals, including the completion of the proposed transaction on anticipated terms and timing, the ability to fully and timely realize the expected benefits of the proposed transaction and risks related to the intended business separations contemplated to occur after the completion of the proposed transaction. Important risk factors relating to the proposed transaction and intended business separations include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company’s operations and other conditions to the completion of the merger, (ii) the ability of Dow and DuPont to integrate the business successfully and to achieve anticipated synergies, risks and costs and pursuit and/or implementation of the potential separations, including anticipated timing, any changes to the configuration of businesses included in the potential separation if implemented, (iii) the intended separation of the agriculture, material science and specialty products businesses of the combined company post-mergers in one or more tax efficient transactions on anticipated terms and timing, including a number of conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances, disruptions in the financial markets or other potential barriers, (iv) potential litigation relating to the proposed transaction that could be instituted against Dow, DuPont or their respective directors, (v) the risk that disruptions from the proposed transaction will harm

6

Dow’s or DuPont’s business, including current plans and operations, (vi) the ability of Dow or DuPont to retain and hire key personnel, (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, (viii) uncertainty as to the long-term value of DowDuPont common stock, (ix) continued availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments, (xi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Dow’s and/or DuPont’s financial performance, (xii) certain restrictions during the pendency of the merger that may impact Dow’s or DuPont’s ability to pursue certain business opportunities or strategic transactions and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the joint proxy statement/prospectus included in the preliminary registration statement on Form S-4 filed with the SEC in connection with the proposed merger. While the list of factors presented here is, and the list of factors presented in the preliminary registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. Neither Dow nor DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements regarding the proposed transaction and intended business separations, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. The company undertakes no duty to publicly revise or update any forward-looking statements as a result of future developments, or new information or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.


# # #
4/25/16


7
E.I. du Pont de Nemours and Company
Consolidated Income Statements
(Dollars in millions, except per share amounts)



SCHEDULE A
 
 
 
 
Three Months Ended
March 31,
 
2016
 
2015
Net sales
$
7,405

 
$
7,837

Cost of goods sold
4,242

 
4,516

Other operating charges (1)
185

 
148

Selling, general and administrative expenses (1)
1,128

 
1,220

Research and development expense
418

 
479

Other income, net (1)
(372
)
 
(199
)
Interest expense
92

 
84

Employee separation / asset related charges, net (1)
77

 
38

 
 
 
 
Income from continuing operations before income taxes
1,635

 
1,551

Provision for income taxes on continuing operations (1)
406

 
530

Income from continuing operations after income taxes
1,229

 
1,021

Income from discontinued operations after income taxes
3

 
14

 
 
 
 
Net income
1,232

 
1,035

 
 
 
 
Less: Net income attributable to noncontrolling interests
6

 
4

 
 
 
 
Net income attributable to DuPont
$
1,226

 
$
1,031

 
 
 
 
Basic earnings per share of common stock:
 
 
 
Basic earnings per share of common stock from continuing operations
$
1.40

 
$
1.12

Basic earnings per share of common stock from discontinued operations
—

 
.01

Basic earnings per share of common stock (2)
$
1.40

 
$
1.13

 
 
 
 
Diluted earnings per share of common stock:
 
 
 
Diluted earnings per share of common stock from continuing operations
$
1.39

 
$
1.11

Diluted earnings per share of common stock from discontinued operations
—

 
.01

Diluted earnings per share of common stock (2)
$
1.39

 
$
1.13

 
 
 
 
Dividends per share of common stock
$
0.38

 
$
0.47

 
 
 
 
Average number of shares outstanding used in earnings per share (EPS) calculation:
 
 
 
  Basic
873,546,000

 
906,835,000

  Diluted
877,251,000

 
913,819,000

 
 
 
 
Reconciliation of Non-GAAP Measures
 
 
 
 
 
Summary of Earnings Comparison
 
 
 
 
 
 
Three Months Ended
March 31,
 
2016
 
2015
 
% Change
Income from continuing operations after income taxes (GAAP)
$
1,229

 
$
1,021

 
20
 %
Less: Significant items benefit (charge) included in income from continuing operations after income taxes (per Schedule B)
160

 
(57
)
 
 
Non-operating pension/OPEB costs included in income from continuing operations after income taxes (3)
(46
)
 
(79
)
 
 
Net income attributable to noncontrolling interest from continuing operations
6

 
4

 
 
Operating earnings (Non-GAAP)
$
1,109

 
$
1,153

 
(4
)%
 
 
 
 
 
 
Earnings per share from continuing operations (GAAP)
$
1.39

 
$
1.11

 
25
 %
Less: Significant items benefit (charge) included in EPS (per Schedule B)
0.18

 
(0.06
)
 
 
Non-operating pension/OPEB costs included in EPS (3)
(0.05
)
 
(0.09
)
 
 
Operating EPS (Non-GAAP)
$
1.26

 
$
1.26

 
—
 %
 
 
 
 
 
 

8
E.I. du Pont de Nemours and Company
Condensed Consolidated Balance Sheets
(Dollars in millions, except per share amounts)

SCHEDULE A (continued)
 
 
 
 
March 31,
2016
 
December 31,
2015
Assets
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
4,166

 
$
5,300

Marketable securities
 
623

 
906

Accounts and notes receivable, net
 
6,917

 
4,643

Inventories
 
5,482

 
6,140

Prepaid expenses
 
677

 
398

Total current assets
 
17,865

 
17,387

Property, plant and equipment, net of accumulated depreciation
   (March 31, 2016- $14,621; December 31, 2015 - $14,346)
 
9,649

 
9,784

Goodwill
 
4,256

 
4,248

Other intangible assets
 
4,071

 
4,144

Investment in affiliates
 
689

 
688

Deferred income taxes
 
4,142

 
3,799

Other assets
 
1,129

 
1,116

Total
 
$
41,801

 
$
41,166

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
2,773

 
$
3,398

Short-term borrowings and capital lease obligations
 
1,625

 
1,165

Income taxes
 
171

 
173

Other accrued liabilities
 
4,386

 
5,580

Total current liabilities
 
8,955

 
10,316

Long-term borrowings and capital lease obligations
 
8,126

 
7,642

Other liabilities
 
13,700

 
12,591

Deferred income taxes
 
422

 
417

Total liabilities
 
31,203

 
30,966

 
 
 
 
 
Commitments and contingent liabilities
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
Preferred stock
 
237

 
237

Common stock, $0.30 par value; 1,800,000,000 shares authorized;
   Issued at March 31, 2016 - 960,450,000; December 31, 2015 - 958,388,000
 
288

 
288

Additional paid-in capital
 
11,140

 
11,081

Reinvested earnings
 
15,400

 
14,510

Accumulated other comprehensive loss
 
(9,951
)
 
(9,396
)
Common stock held in treasury, at cost (87,041,000 shares at March 31, 2016 and December 31, 2015)
 
(6,727
)
 
(6,727
)
Total DuPont stockholders' equity
 
10,387

 
9,993

Noncontrolling interests
 
211

 
207

Total equity
 
10,598

 
10,200

Total
 
$
41,801

 
$
41,166


9
E.I. du Pont de Nemours and Company
Condensed Consolidated Statement of Cash Flows
(Dollars in millions)


SCHEDULE A (continued)
 
 
Three Months Ended
March 31,
 
2016
 
2015
Total Company
 
 
 
 
 
 
 
Net income
$
1,232

 
$
1,035

Adjustments to reconcile net income to cash used for operating activities:
 
 
 
Depreciation
238

 
306

Amortization of intangible assets
122

 
140

Net periodic pension benefit cost
146

 
147

Contributions to pension plans
(88
)
 
(124
)
Gain on sale of businesses and other assets
(374
)
 
—

Other operating activities - net
258

 
(1
)
Change in operating assets and liabilities - net
(3,378
)
 
(3,626
)
Cash used for operating activities
(1,844
)
 
(2,123
)
 
 
 
 
Investing activities
 
 
 
Purchases of property, plant and equipment
(357
)
 
(565
)
Investments in affiliates
(1
)
 
(45
)
Proceeds from sale of businesses and other assets - net
193

 
25

Net decrease in short-term financial instruments
282

 
—

Foreign currency exchange contract settlements
(78
)
 
442

Other investing activities - net
(12
)
 
3

Cash provided by (used for) investing activities
27

 
(140
)
 
 
 
 
Financing activities
 
 
 
Dividends paid to stockholders
(334
)
 
(429
)
Net increase (decrease) in borrowings
958

 
(309
)
Repurchase of common stock
—

 
(282
)
Proceeds from exercise of stock options
51

 
170

Other financing activities - net
(12
)
 
(1
)
Cash provided by (used for) financing activities
663

 
(851
)
 
 
 
 
Effect of exchange rate changes on cash
20

 
(174
)
 
 
 
 
Decrease in cash and cash equivalents
(1,134
)
 
(3,288
)
 
 
 
 
Cash and cash equivalents at beginning of period
5,300

 
6,910

 
 
 
 
Cash and cash equivalents at end of period
$
4,166

 
$
3,622

 
 
 
 
Reconciliation of Non-GAAP Measure
 
 
 
Calculation of Free Cash Flow - Total Company
 
 
 
 
Three Months Ended
March 31,
 
2016
 
2015
Cash used for operating activities (GAAP)
$
(1,844
)
 
$
(2,123
)
Purchases of property, plant and equipment
(357
)
 
(565
)
Free cash flow (Non-GAAP)
$
(2,201
)
 
$
(2,688
)
 
 
 
 
(1) See Schedule B for detail of significant items.
(2) The sum of the individual earnings per share amounts from continuing operations and discontinued operations may not equal the total company earnings per share amounts due to rounding.
(3) First quarter 2015 non-operating pension/OPEB costs includes an after-tax exchange loss on foreign pension balances of $23.


10
E.I. du Pont de Nemours and Company
Schedule of Significant Items from Continuing Operations
(Dollars in millions, except per share amounts)


SCHEDULE B
 
 
 
 
 
 
 
 
 
 
SIGNIFICANT ITEMS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-tax
 
After-tax
 
($ Per Share)
 
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
1st Quarter
 
 
 
 
 
 
 
 
 
 
 
Transaction costs (1)
$
(24
)
 
$
(12
)
 
$
(21
)
 
$
(11
)
 
$
(0.02
)
 
$
(0.01
)
Customer claims adjustment/recovery (2)
23

 
35

 
15

 
22

 
0.02

 
0.02

Gain on sale of entity (3)
369

 
—

 
214

 
—

 
0.24

 
—

Restructuring charges, net (4) 
(77
)
 
—

 
(48
)
 
—

 
(0.06
)
 
—

Asset impairment charge (5)
—

 
(37
)
 
—

 
(30
)
 
—

 
(0.03
)
Ukraine devaluation (6)
—

 
(40
)
 
—

 
(38
)
 
—

 
(0.04
)
1st Quarter - Total
$
291

 
$
(54
)
 
$
160

 
$
(57
)
 
$
0.18

 
$
(0.06
)
(1)
First quarter 2016 included charges of $(24) recorded in selling, general and administrative expenses related to costs associated with the planned merger with the Dow Chemical Company and related activities.
 
First quarter 2015 included charges of $(12) recorded in other operating charges associated with transaction costs related to the separation of the Performance Chemicals segment.
 
 
(2)
First quarter 2016 included a benefit of $23 in other operating charges for reduction in accrual for customer claims related to the use of the Agriculture segment's Imprelis® herbicide. At March 31, 2016, the company had an accrual balance of $16 which represents the company’s best estimate associated with resolving the remaining claims for this matter.
 
The company recorded insurance recoveries of $35 in other operating charges, in the first quarter 2015 in the Agriculture segment, for recovery of costs for customer claims related to the use of the Imprelis® herbicide.
 
 
(3)
First quarter 2016 included a gain of $369 recorded in other income, net associated with the sale of the DuPont (Shenzhen) Manufacturing Limited entity, which held certain buildings and other assets. The gain is reflected as a Corporate item.
 
 
(4)
First quarter 2016 included a $(2) restructuring charge recorded in employee separation/asset related charges, net associated with the 2016 Global Cost Savings and Restructuring Program. This charge was primarily due to the identification of additional projects in certain segments, offset by reduction in severance and related benefit costs due to workforce reductions achieved through non-severance programs. The net charge impacted segment earnings as follows: Agriculture - $(21), Electronics & Communications - $7, Industrial Biosciences - $1, Nutrition & Health - $1, Performance Materials - $(4), Protection Solutions - $3, Other - $(3), and Corporate expenses - $14.
 
First quarter 2016 included a $(75) restructuring charge recorded in employee separation/asset related charges, net related to the decision to not re-start the Agriculture segment's insecticide manufacturing facility at the La Porte site located in La Porte, Texas. The charge included $(41) of asset related charges, $(18) of contract termination costs, and $(16) of employee severance and related benefit costs.
 
 
(5)
During first quarter of 2015, a $(37) pre-tax impairment charge was recorded in employee separation / asset related charges, net for a cost basis investment within the Other segment. The assessment resulted from the venture's revised operating plan reflecting underperformance of its European wheat based ethanol facility and deteriorating European ethanol market conditions. One of the primary investors has communicated they would not fund the revised operating plan of the investee. As a result, the carrying value of our 6% equity investment in this venture exceeds its fair value.
 
 
(6)
First quarter 2015 included a charge of $(40) in other income, net associated with remeasuring the company’s Ukrainian hryvnia net monetary assets. Ukraine’s central bank adopted a decision to no longer set the indicative hryvnia exchange rate. The hryvnia became a free-floating exchange rate and lost approximately a third of its value through the quarter.
 
 
 
 








11
E.I. du Pont de Nemours and Company
Consolidated Segment Information
(Dollars in millions)


SCHEDULE C
 
 
 
 
Three Months Ended
March 31,
SEGMENT NET SALES (1)
2016
 
2015
Agriculture
$
3,786

 
$
3,937

Electronics & Communications
452

 
517

Industrial Biosciences
352

 
350

Nutrition & Health
801

 
813

Performance Materials
1,249

 
1,381

Protection Solutions
729

 
790

Other
36

 
49

Consolidated net sales
$
7,405

 
$
7,837

 
 
 
 
 
Three Months Ended
March 31,
SEGMENT OPERATING EARNINGS (1)
2016
 
2015
Agriculture
$
1,101

 
$
1,138

Electronics & Communications
59

 
79

Industrial Biosciences
63

 
54

Nutrition & Health
104

 
86

Performance Materials
273

 
317

Protection Solutions
176

 
167

Other
(59
)
 
(31
)
Total segment operating earnings
1,717

 
1,810

Corporate expenses
(86
)
 
(154
)
Interest expense
(92
)
 
(84
)
Operating earnings before income taxes and exchange (losses) gains
1,539

 
1,572

Net exchange (losses) gains (2)
(121
)
 
142

Operating earnings before income taxes (Non-GAAP)
$
1,418

 
$
1,714

Non-operating pension/OPEB costs (3)
(74
)
 
(109
)
Total significant items before income taxes
291

 
(54
)
Income from continuing operations before income taxes (GAAP)
$
1,635

 
$
1,551

 
 
 
 
 
Three Months Ended
March 31,
SIGNIFICANT ITEMS BY SEGMENT (PRE-TAX) (1)(4)
2016
 
2015
Agriculture
$
(73
)
 
$
35

Electronics & Communications
7

 
—

Industrial Biosciences
1

 
—

Nutrition & Health
1

 
—

Performance Materials
(4
)
 
—

Protection Solutions
3

 
—

Other
(3
)
 
(37
)
Total significant items by segment
(68
)
 
(2
)
Corporate expenses
359

 
(12
)
Interest expense
—

 
—

Net exchange gains (losses)
—

 
(40
)
Total significant items before income taxes
$
291

 
$
(54
)

12
E.I. du Pont de Nemours and Company
Consolidated Segment Information
(Dollars in millions)

SCHEDULE C (continued)
 
 
 
 
 
 
 
 
 
 
Reconciliation of Segment Operating Earnings and Operating Earnings EPS excluding the impact of currency (Non-GAAP)
Segment operating earnings and operating earnings per share excluding the impact of currency assumes current operating earnings results using foreign currency exchange rates in effect for the comparable prior-year period.
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
March 31, 2015
 
Three Months Ended
March 31, 2016
 
 
Segment Operating Earnings
 
Segment Operating Earnings
 
Impact of Currency
 
Segment Operating Earnings Excluding Currency
 
% Change
Agriculture
 
$
1,138

 
$
1,101

 
$
(83
)
 
$
1,184

 
4
 %
Electronics & Communications
 
79

 
59

 
—

 
59

 
(25
)
Industrial Biosciences
 
54

 
63

 
(1
)
 
64

 
19

Nutrition & Health
 
86

 
104

 
(3
)
 
107

 
24

Performance Materials
 
317

 
273

 
(19
)
 
292

 
(8
)
Protection Solutions
 
167

 
176

 
(6
)
 
182

 
9

Other
 
(31
)
 
(59
)
 
(1
)
 
(58
)
 
(87
)
Total segment operating earnings
 
$
1,810

 
$
1,717

 
$
(113
)
 
$
1,830

 
1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
March 31, 2015
 
Three Months Ended
March 31, 2016
 
 
Operating Earnings per share
 (Non-GAAP) (5)
 
Operating Earnings per share
 (Non-GAAP) (5)
 
 Impact of Currency
 
Operating Earnings per share excluding currency
 (Non-GAAP) (5)
 
 % Change
Operating Earnings per share (Non-GAAP) (5)
 
$
1.26

 
$
1.26

 
$
(0.10
)
 
$
1.36

 
8
 %
 
 
 
 
 
 
 
 
 
 
 
(1) DuPont Sustainable Solutions, previously within the company's Safety & Protection segment (now Protection Solutions) was comprised of two business units: Clean Technologies (CleanTech) and Consulting Solutions.  Effective January 1, 2016, the CleanTech business is reported in the Industrial Biosciences segment and the Consulting Solutions business unit is reported within Other.  Reclassifications of prior year data have been made to conform to current year classifications.
(2)  See Schedule D for additional information on exchange gains and losses.  Three months ended March 31, 2015 exchange gains, on an operating earnings basis (Non-GAAP), excludes the impact of a $23 exchange loss on non-operating pension.
(3) First quarter 2015, non-operating pension/OPEB costs includes a $23 exchange loss on foreign pension balances.
(4)  See Schedule B for detail of significant items.
(5) See Schedule A for reconciliation of operating earnings per share.



13
E.I. du Pont de Nemours and Company
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)

SCHEDULE D
 
 
 
 
 
Reconciliations of Adjusted EBIT / EBITDA to Consolidated Income Statements
 
 
 
 
 
 
 
Three Months Ended
March 31,
 
 
 
2016
 
2015
Income from continuing operations before income taxes (GAAP)
 
$
1,635

 
$
1,551

Add: Significant items (benefit) charge before income taxes
 
(291
)
 
54

Add: Non-operating pension/OPEB costs (1)
 
74

 
109

Operating earnings before income taxes (Non-GAAP)
 
$
1,418

 
$
1,714

Less: Net income attributable to noncontrolling interests from continuing operations
 
6

 
4

Add: Interest expense
 
 
92

 
84

Adjusted EBIT from operating earnings (Non-GAAP)
 
1,504

 
1,794

Add: Depreciation and amortization
 
360

 
383

Adjusted EBITDA from operating earnings (Non-GAAP)
 
$
1,864

 
$
2,177


Reconciliation of Operating Costs to Consolidated Income Statement Line Items
Operating costs is defined as other operating charges, selling, general and administrative expenses, and research and development costs, excluding significant items and non-operating pension/OPEB costs.
 
 
 
 
 
Three months ended March 31, 2016
 
Three months ended March 31, 2015
 
As Reported (GAAP)
Less: Significant Items (2)
Less: Non-Operating Pension/OPEB Costs
Operating Costs
(Non-GAAP)
 
As Reported (GAAP)
Less: Significant Items (2)
Less: Non-Operating Pension/OPEB Costs
Operating Costs
(Non-GAAP)
Other operating charges
$
185

$
(23
)
$
—

$
208

 
$
148

$
(23
)
$
—

$
171

Selling, general and administrative expenses
1,128

24

30

1,074

 
1,220

—

34

1,186

Research and development expense
418

—

11

407

 
479

—

13

466

Total
$
1,731

$
1

$
41

$
1,689

 
$
1,847

$
(23
)
$
47

$
1,823


Reconciliation of Operating Earnings Per Share (EPS) Outlook
The reconciliation below represents the company's outlook on an operating earnings basis, defined as earnings excluding significant items and non-operating pension/OPEB costs.
 
 
 
 
 
 
 
 
 
Year Ended December 31,
 
 
 
2016 Outlook
 
2015 Actual
Operating EPS (Non-GAAP)
 
 
$ 3.05 - 3.20

 
$
2.77

 
 
 
 
 
 
Significant items (2)
 
 
 
 
 
Transaction costs (3) 
 
 
(0.40
)
 
(0.07
)
Gain on sale of entity
 
 
0.24

 
—

Restructuring charges, net
 
 
(0.06
)
 
(0.58
)
Customer claims adjustment/recovery
 
 
0.02

 
0.23

Litigation settlement
 
 
—

 
0.10

Asset impairment charge
 
 
—

 
(0.03
)
Ukraine devaluation
 
 
—

 
(0.04
)
 
 
 
 
 
 
Non-operating pension/OPEB costs - estimate (4)
 
 
(0.24
)
 
(0.29
)
 
 
 
 
 
 
EPS from continuing operations (GAAP)
 
 
$ 2.61 - 2.76

 
$
2.09


14
E.I. du Pont de Nemours and Company
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)



SCHEDULE D (continued)
 
 
 
 
 
 
 
 
 
Exchange Gains/Losses on Operating Earnings (2)
 
 
 
 
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 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. The net pre-tax exchange gains and losses are recorded in other income, net and the related tax impact is recorded in provision for (benefit from) income taxes on the Consolidated Income Statements.
 
 
 
 
 
 
 
Three Months Ended
March 31,
 
 
2016
 
2015
Subsidiary Monetary Position Gain (Loss)
 
 
 
 
Pre-tax exchange gains (losses)
 
$
33

 
$
(116
)
Local tax benefits (expenses)
 
13

 
(118
)
Net after-tax impact from subsidiary exchange gains (losses)
 
$
46

 
$
(234
)
 
 
 
 
 
Hedging Program Gain (Loss)
 
 
 
 
Pre-tax exchange (losses) gains
 
$
(154
)
 
$
258

Tax benefits (expenses)
 
55

 
(93
)
Net after-tax impact from hedging program exchange (losses) gains
 
$
(99
)
 
$
165

 
 
 
 
 
Total Exchange Gain (Loss)
 
 
 
 
Pre-tax exchange (losses) gains (5)
 
$
(121
)
 
$
142

Tax benefits (expenses)
 
68

 
(211
)
Net after-tax exchange losses
 
$
(53
)
 
$
(69
)
 
 
 
 
 
As shown above, the "Total Exchange Gain (Loss)" is the sum of the "Subsidiary Monetary Position Gain (Loss)" and the "Hedging Program Gain (Loss)."
 
 
 
 
 
Reconciliation of Base Income Tax Rate to Effective Income Tax Rate
Base income tax rate is defined as the effective income tax rate less the effect of exchange gains (losses), as defined above, significant items and non-operating pension/OPEB costs.
 
 
 
 
 
 
 
Three Months Ended
March 31,
 
 
2016
 
2015
Income from continuing operations before income taxes (GAAP)
 
$
1,635

 
$
1,551

Add: Significant items - (benefit) charge (2)
 
(291
)
 
54

           Non-operating pension/OPEB costs (1)
 
74

 
109

Less: Net exchange (losses) gains (5)
 
(121
)
 
142

Income from continuing operations before income taxes, significant items,
    exchange gains (losses), and non-operating pension/OPEB costs (Non-GAAP)
$
1,539

 
$
1,572

 
 
 
 
 
Provision for income taxes on continuing operations (GAAP)
 
$
406

 
$
530

Add: Tax expenses on significant items
 
(131
)
 
(3
)
          Tax benefits on non-operating pension/OPEB costs
 
28

 
30

          Tax benefits (expenses) on exchange gains/losses
 
68

 
(211
)
Provision for income taxes on continuing earnings, excluding exchange gains (losses) (Non-GAAP)
$
371

 
$
346

 
 
 
 
 
Effective income tax rate (GAAP)
 
24.8
 %
 
34.2
 %
Significant items and non-operating pension/OPEB costs effect
 
(3.4
)
 
(1.7
)
Tax rate, from continuing operations before significant items and non-operating pension/OPEB costs
21.4
 %
 
32.5
 %
Exchange gains (losses) effect
 
2.7

 
(10.5
)
Base income tax rate from continuing operations (Non-GAAP)
 
24.1
 %
 
22.0
 %
 
 
 
 
 
(1) First quarter 2015, non-operating pension/OPEB costs includes a $23 exchange loss on foreign pension balances.
(2) See Schedule B for detail of significant items.
(3) The 2016 outlook for significant items includes the current estimate for full year 2016 transaction costs associated with the planned merger with The Dow Chemical Company and related activities.
(4) The 2016 estimate for non-operating pension/OPEB costs does not include additional settlements and curtailments expected during the remainder of the year as a result of actions associated with the 2016 global cost savings and restructuring plan.
(5) First quarter 2015 exchange gains, on an operating earnings basis (Non-GAAP), excludes a $23 exchange loss on non-operating pension.

Conference Call DuPont First Quarter 2016 Earnings April 26, 2016

 
1 Regulation G The attached charts include company information that does not conform to generally accepted accounting principles (GAAP). Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the company. These measures should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provided by other companies. This data should be read in conjunction with previously published company reports on Forms 10-K, 10-Q, and 8-K. These reports, along with reconciliations of non-GAAP measures to GAAP are available on the Investor Center of www.dupont.com under Filings and Reports – Reconciliations and Other Data. Reconciliations of non-GAAP measures to GAAP are also included with this presentation. Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the 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; ability to respond to market acceptance, rules, regulations and policies affecting products based on biotechnology and, in general, for products for the agriculture industry; outcome of significant litigation and environmental matters, including realization of associated indemnification assets, if any; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, interest and currency exchange rates; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could affect demand as well as availability of products for the agriculture industry; ability to protect and enforce the company’s intellectual property rights; successful integration of acquired businesses and separation of underperforming or non-strategic assets or businesses; and risks related to the agreement entered on December 11, 2015, with The Dow Chemical Company pursuant to which the companies have agreed to effect an all-stock merger of equals, including the completion of the proposed transaction on anticipated terms and timing, the ability to fully and timely realize the expected benefits of the proposed transaction and risks related to the intended business separations contemplated to occur after the completion of the proposed transaction. Important risk factors relating to the proposed transaction and intended business separations include, but are not limited to, (i) the completion of the proposed

 
2 to the proposed transaction and intended business separations include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company’s operations and other conditions to the completion of the merger, (ii) the ability of Dow and DuPont to integrate the business successfully and to achieve anticipated synergies, risks and costs and pursuit and/or implementation of the potential separations, including anticipated timing, any changes to the configuration of businesses included in the potential separation if implemented, (iii) the intended separation of the agriculture, material science and specialty products businesses of the combined company post-mergers in one or more tax efficient transactions on anticipated terms and timing, including a number of conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances, disruptions in the financial markets or other potential barriers, (iv) potential litigation relating to the proposed transaction that could be instituted against Dow, DuPont or their respective directors, (v) the risk that disruptions from the proposed transaction will harm Dow’s or DuPont’s business, including current plans and operations, (vi) the ability of Dow or DuPont to retain and hire key personnel, (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, (viii) uncertainty as to the long-term value of DowDuPont common stock, (ix) continued availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments, (xi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Dow’s and/or DuPont’s financial performance, (xii) certain restrictions during the pendency of the merger that may impact Dow’s or DuPont’s ability to pursue certain business opportunities or strategic transactions and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the joint proxy statement/prospectus included in the preliminary registration statement on Form S-4 filed with the SEC in connection with the proposed merger. While the list of factors presented here is, and the list of factors presented in the preliminary registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. Neither Dow nor DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements regarding the proposed transaction and intended business separations, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. The company undertakes no duty to publicly revise or update any forward-looking statements as a result of future developments, or new information or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Developing Markets Total developing markets is comprised of Developing Asia, Developing Europe, Middle East & Africa, and Latin America. A detailed list of all developing countries is available on the Earnings News Release link on the Investor Center website at www.dupont.com.

 
1Q 2016 Financial Results $ in millions, except EPS 3 1Q16 vs. 1Q15 EPS Operating earnings* $1.26 0% Operating earnings, ex currency* $1.36 8% GAAP earnings $1.39 25% Segment Operating Earnings* $1,717 (5%) 1Q16 vs. 1Q15 Consolidated Net Sales $7,405 (6%) Currency Impact (4%) Portfolio - Local Price & Product Mix - Volume (2%) * See appendix for reconciliations of non-GAAP measures

 
1Q 2016 Operating EPS* Variance 4 * See appendix for details of significant items and reconciliation of non-GAAP measures  Corporate and interest expense, net contributed $0.05 per share in the quarter primarily due to cost savings  Lower average shares outstanding were a $0.05 per share benefit in the quarter primarily due to the $2 billion share repurchase program in 2015.  Net after-tax exchange gains (losses) added $0.02 per share to the quarter.  A higher tax rate as a result of a shift in the geographic mix of earnings negatively impacted results by $0.04 per share.  Segment results declined $0.08 per share, including a $0.10 per share negative impact from currency. Key Factors $0.05 $0.02 ($0.08) $0.05 ($0.04) 1Q15 Corp Exp & Interest Lower Shares EG&L Tax Rate Segment Results 1Q16 Operating EPS* $1.26 Operating EPS* $1.26 Currency ($0.10)

 
1Q 2016 Segment Operating Earnings* Variance ($ in millions) 5 * See appendix for details of significant items and reconciliation of non-GAAP measures  Nutrition & Health increased on broad-based volume growth in probiotics, cultures, ingredient systems, texturants, and specialty proteins and cost savings partially offset by a negative currency impact.  Industrial Biosciences growth reflected pricing gains on new product introductions in bioactives, increased demand for biomaterials, and the absence of a prior year one-time cost in CleanTech, partially offset by a negative currency impact.  Protection Solutions results increased on lower costs and improved plant utilization at the Chambers Works facility, partially offset by lower volumes and a negative currency impact.  Electronics & Communications operating earnings declined as cost savings and increased demand in Tedlar® film were more than offset by competitive pressures in Solamet® paste, lower demand in consumer electronics and a $16 million litigation expense.  Other reflects increased costs associated with discontinued businesses and lower earnings in consulting solutions.  Increases in local price and product mix and cost savings in Agriculture were more than offset by the negative impact of currency, lower volumes and about a $40 million negative impact from the LaPorte shutdown primarily due to lost sales and inventory write-offs.  In Performance Materials, lower costs and increased demand in Asia Pacific automotive markets were more than offset by lower demand for ethylene and ethylene-based products, lower local price, and negative currency impact. Key Factors $18 $9 ($37) $9 ($44) ($28) ($20) 1Q15 N&H IB PS E&C Other Ag PM 1Q16 $1,810 Segment Operating Earnings* $1,717 Segment Operating Earnings*

 
Balance Sheet and Cash March 31, 2016 6 Free Cash Flow • Reflects normal seasonal cash outflow • Year over year improvement of ~$500 million  Absence of Chemours net cash outflow of ~$200 million  Lower working capital and capex spend Balance Sheet • $5.0 billion in net debt** • Increase since year end due to normal seasonal working capital requirements Expected Uses of Cash for 2016 • $1.3 billion for normal dividends • Capex spend est. $1.1 billion for FY 2016 • $2 billion share repurchase program (2nd half 2016 as trading window opens) -3.0 -2.0 -1.0 0.0 2015 2016 $ B il li o n s 0 4 8 12 16 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 $ B ill io n s Gross Debt Cash Net Debt** Free Cash Flow* Cash and Debt * Free Cash Flow is cash used for operating activities of ($1,844MM) and ($2,123MM) less purchases of plant, property and equipment of $357MM and $565MM for the year ended March 31, 2016, and 2015, respectively. ** See appendix for reconciliation of non-GAAP measures.

 
Revised Full-Year 2016 Expectations and Outlook 7 • Net sales expected to be down low-single-digits versus prior year due to impact of currency and continued challenges in agriculture; excluding currency, sales about even with prior year • Global industrial production slowing in key markets • Pioneer’s transition in southern U.S. expected to shift sales into first quarter 2017 • Operating EPS* Outlook $3.05 - $3.20 per share • Includes estimated currency headwind of $0.20 per share • Includes estimated tax headwind of $0.10 per share • Includes expected benefit from cost reductions of $0.64 per share from 2016 Global Cost Savings and Restructuring Program • Base tax rate ~24% • Unfavorable versus prior year due to anticipated geographic mix of earnings • Capital Expenditures ~$1.1 billion • Items excluded from Operating Earnings*: • Estimated non-operating pension expense ~$0.24 per share • Estimated transaction costs of ~$0.40 per share for merger of equals with Dow * See appendix for reconciliation of Non-GAAP measures

 
2013 Highlights Other Highlights 8 • 2016 Global Cost Savings and Restructuring Plan to generate $1.0B in cost savings on a run-rate basis by yearend 2016, which represents about $730 million in cost reductions in 2016 versus prior year - In the first quarter 2016, operating costs1 declined by approximately $135 million, 7 percent versus prior year - Selling, general & administrative costs, on an operating earnings1 basis, declined approximately $110 million, 9 percent versus prior year - Corporate expenses, on an operating earnings1 basis, declined 44 percent versus prior year • Announced second-quarter 2016 dividend of $0.38 per share 1Operating costs defined as other operating charges, selling, general & administrative, and research & development costs, excluding significant items and non-operating pension/OPEB costs. See appendix for reconciliation of non-GAAP measures.

 
Nutrition & Health 9 1Q14 1Q15 1Q16 0% 3% 6% 9% 12% 20 40 60 80 100 120 M a rg in $ i n M il li o n s 1Q Comments • Sales – 1 percent lower as 3 percent higher volumes were more than offset by a 4 percent negative currency impact • Continued broad-based volume growth in probiotics, cultures, ingredient systems, texturants, and specialty proteins • Operating Earnings – Increased $18 million, or 21 percent, as volume growth and cost savings more than offset a $3 million negative currency impact • Excluding the impact of currency, operating earnings increased by 24 percent • Continued improvement in operating margin (+ 240 basis points); 11 consecutive quarters of year-over-year improvement 2Q & FY Outlook • Market conditions to remain challenging especially in Latin America and Middle East • 2Q: Sales – Expected to be about flat with continued strength in probiotics and cultures offset by the negative impact of currency • Operating Earnings – Expected to be up in the low-twenty percent range driven by margin enhancement and cost savings • Full Year: Sales – Expected to be about flat with continued strength in probiotics and cultures offset by the negative impact of currency • Operating Earnings – Expected to be up in the low-twenty percent range as mix enrichment and cost savings more than offset the negative impact of currency; continuing margin expansion 1Q Operating Earnings 1Q Sales Vol 3%, Local Price 0%, Currency -4%, Port./Other 0% 700 750 800 850 1Q15 Volume Local Price 1Q16 (ex-curr & portf.) Curr. Portf./ Other 1Q16 $ in M ill io n s 813 801

 
Industrial Biosciences 10 1Q14 1Q15 1Q16 14.0% 15.0% 16.0% 17.0% 18.0% 19.0% 0 20 40 60 80 M a rg in $ in M ill io n s 1Q Comments • Sales – Up 1 percent, reflecting pricing and volume gains in enzymes and biomaterials that were offset by the negative currency impact and declines in CleanTech offerings • New product introductions in bioactives and increased demand for biomaterials drove the price and volume gains. CleanTech sales declined on weak demand from sulfuric acid producers. • Operating Earnings – Increased 17 percent due to pricing gains on new products, volume growth and the absence of a prior year one- time cost, partly offset by currency. Operating margins expanded 250 basis points. Excluding a $1 million negative currency impact, operating earnings increased by 19 percent. 2Q & FY Outlook • 2Q: Sales: About flat due to volume and pricing growth in bioactives offset by CleanTech declines • Operating Earnings – Expected to be up by mid-teens percent due to mix enrichment and cost savings • Full Year: Sales – Expected to be flat on stronger volume in bioactives, pricing and portfolio offset by CleanTech declines and currency; bioactives volumes expected to benefit from new product introductions • Operating Earnings – Expected to be up low-teens percent due to mix enrichment and cost savings Note: DuPont Sustainable Solutions, previously reported within the company’s Safety & Protection segment (now Protection Solutions), was comprised of two business units: clean technologies (CleanTech) and consulting solutions. Effective January 1, 2016, the clean technologies business unit became part of Industrial Biosciences and the consulting business unit became part of Other. 1Q Operating Earnings 1Q Sales Vol 1%, Local Price 2%, Currency -3%, Port./Other 1% 275 300 325 350 375 1Q15 Volume Local Price 1Q16 (ex-curr & portf.) Curr. Portf./ Other 1Q16 $ in M ill io n s 350 352

 
Protection Solutions 11 1Q14 1Q15 1Q16 0% 5% 10% 15% 20% 25% 0 50 100 150 200 M a rg in $ in M ill io n s 1Q Comments • Sales – Declined 8 percent, driven primarily by volume weakness and currency • Demand from the oil and gas industry and the military remained soft, impacting sales of Nomex® thermal-resistant fiber and Kevlar® high- strength materials. Lower demand for Tyvek® from industrial markets also affected sales growth. Sales in surfaces were even with prior year. • Operating Earnings – Rose 5 percent, reflecting lower costs and improved plant utilization at the Chambers Works facility, partly offset by lower volumes and a $6 million negative currency impact. Operating margin expanded by 300 bps. Excluding the impact of currency, operating earnings increased by 9 percent. 2Q & FY Outlook • 2Q: Sales – Volume contraction (driven by continued weakness in oil and gas and military tenders) and pressure from pricing are expected to result in sales declines in the low-single digits percent • Operating Earnings – Down low-single digits percent as cost savings are expected to be more than offset by lower volumes • Full Year: Sales – Expected to be even with last year due to volume growth offset by price and currency • Operating Earnings – Up high-single digits percent. Lower costs anticipated to drive operating margin expansion 1Q Operating Earnings 1Q Sales Vol -5%, Local Price -1%, Currency -2%, Port./Other 0% Note: DuPont Sustainable Solutions, previously reported within the company’s Safety & Protection segment (now Protection Solutions), was comprised of two business units: clean technologies (CleanTech) and consulting solutions. Effective January 1, 2016, the clean technologies business unit became part of Industrial Biosciences and the consulting business unit became part of Other. 600 650 700 750 800 1Q15 Volume Local Price 1Q16 (ex-curr & portf.) Curr. Portf./ Other 1Q16 (ex-curr & portf.) 790 729 $ in M ill io n s

 
Electronics & Communications 12 1Q14 1Q15 1Q16 0% 5% 10% 15% 20% 0 25 50 75 100 M a rg in $ in M ill io n s 1Q Comments • Sales – Down 13 percent as volume growth in Tedlar® film in photovoltaics was more than offset by the impact of competitive pressures on sales of Solamet® paste, lower demand in consumer electronics, lower metals pricing and the negative impact of currency • Solamet® paste volumes grew sequentially in 1Q following the launch of PV19B late last year • Operating Earnings – Decreased 25 percent to $59 million as cost savings were more than offset by lower sales and a $16 million litigation expense 2Q & FY Outlook • Expect PV market demand to remain strong with a modest 2H recovery in consumer electronics markets • Continued improvement in Solamet® paste expected • New Solamet® paste product expected to launch mid-year • 2Q: Sales – Expected to be down mid-single digits percent from lower year-over-year Solamet® paste sales and soft consumer electronics demand • Operating Earnings – Expected to be up high-single digits percent as cost savings more than offset lower sales • Full Year: Sales - Expected to be down low-single digits percent • Operating Earnings – Expected to be up low-teens percent with 2H sales improvement and cost savings 1Q Operating Earnings 1Q Sales Vol -9%, Local Price -3%, Currency -1%, Port./Other 0% 400 425 450 475 500 525 1Q15 Volume Local Price 1Q16 (ex-curr & portf.) Curr. Portf./ Other 1Q16 $ i n M il li o n s 517 452

 
Agriculture Pioneer, Crop Protection 13 1Q14 1Q15 1Q16 20.0% 25.0% 30.0% 35.0% 40.0% 0 500 1,000 1,500 M a rg in $ in M ill io n s 2Q & FY Outlook • Expect continued weakness in the agriculture sector; Currency impact moderating in 2H • Planned rapid introduction of Leptra® corn hybrids for Brazil summer season; Crop protection portfolio growing in Asia with the Zorvec™ launch and growth in Cyazypyr® and Rynaxypyr® • 2Q: Sales – Expected to be down low-single digits percent as currency remains a headwind. Volume gains in corn seed and in crop protection are offset by lower soybean seed sales • Operating Earnings – Expected to be about flat as cost savings are offset by the negative impact of currency • Full Year: Sales – Expect to be down low-single digits percent as local price and product mix gains are more than offset by the negative impact of currency; Higher corn seed volumes offset by lower insecticide and soybean seed volumes • Operating Earnings – Expected to be up mid-single digits percent as cost savings and local price and product mix gains more than offset the negative impact of currency; up low-teens percent excluding currency 1Q Comments • Continued weakness in agricultural markets and strong currency headwinds • Sales – 4 percent lower as 2 percent higher local price and product mix were more than offset by a 5 percent negative currency impact and 1 percent lower volumes • Net local prices were higher from pricing actions to mitigate currency impacts in Europe and Brazil and new product mix in North America corn seed • Increased corn seed volumes in North America due to higher expected acreage and in Brazil from higher Safrinha season sales, and higher sunflower volumes were more than offset by lower insecticide volumes, including the impact of the LaPorte shutdown, and lower soybean seed volumes • Operating Earnings – 3 percent lower as local price increases and cost savings were more than offset by an $83 million negative currency impact, lower volumes and about a $40 million negative impact from the LaPorte shutdown primarily due to lost sales and inventory write-offs • Excluding the impact of currency, operating earnings would have increased by 4 percent 1Q Operating Earnings 1Q Sales Vol -1%, Local Price 2%, Currency -5%, Port./Other 0% 3,000 3,200 3,400 3,600 3,800 4,000 1Q15 Volume Local Price 1Q16 (ex-curr & portf.) Curr. Portf./ Other 1Q16 (ex-curr & portf.) 3,937 $ in M ill io n s 3,786

 
Performance Materials 14 1Q14 1Q15 1Q16 0% 6% 12% 18% 24% 30% 0 80 160 240 320 M a rg in $ in M ill io n s 1Q Comments • Sales – Down 10 percent on lower local price, volume and negative currency impact; currency reduced sales by 2 percent • Price was down 5 percent, driven by lower ethylene prices as average spot prices were down approximately 50 percent year over year and competitive pressure in commoditized product lines • Increased demand in Asia Pacific automotive markets, primarily China, was more than offset by lower volumes in ethylene and ethylene-based products • Operating Earnings – Down 14 percent as lower costs and improved automotive demand in Asia Pacific were more than offset by lower demand for ethylene and ethylene-based products, lower local price, and $19 million of negative currency impact. Excluding the impact of currency, operating earnings decreased 8 percent. 1Q Operating Earnings 1Q Sales Vol -3%, Local Price -5%, Currency -2%, Port./Other 0% $ in M ill io n s 1,381 1100 1200 1300 1400 1Q15 Volume Local Price 1Q16 (ex-curr & portf.) Curr. Portf./ Other 1Q16 1,249 2Q & FY Outlook • 2Q: Sales – Expected to be about flat as continued improvement in global automotive market demand and increased ethylene volume due to a prior year unplanned outage will be offset by lower local price • Operating Earnings – Expected to be about flat with prior year as volume growth will be offset by lower local price and the negative impact of currency • Full Year: Sales – Expected to be about flat as volume growth will be offset by lower local price • Operating Earnings – Expected to be down mid-single digits as volume growth will be more than offset by lower local price and negative currency impact

 
APPENDIX 1: FIRST QUARTER 2016 SEGMENT COMMENTARY This data should be read in conjunction with the Company’s first quarter earnings news release dated April 26, 2016, DuPont’s 1Q 2016 Earnings Conference Call presentation materials and reconciliations of non-GAAP to GAAP measures included in the presentation materials and posted on the DuPont Investor Center website at www.dupont.com. 4/25/2016 15

 
. Segment Commentary First Quarter Earnings 2016 16 Nutrition & Health In Nutrition & Health, the business continued to deliver strong results, despite headwinds from currency. Sales were 1 percent lower as broad-based volume growth of 3 percent -- led by probiotics, cultures, texturants and ingredient systems, and specialty proteins -- was more than offset by a 4 percent negative impact from currency. Growth in probiotics was 30 percent as our productivity efforts have freed up capacity to enable growth. Volume was also strong in developing markets, despite economic challenges, including continued double-digit growth in China. Operating earnings increased $18 million, or 21 percent, as volume growth and costs savings more than offset a $3 million negative currency impact. Excluding the impact of currency, operating earnings increased by 24 percent. The business delivered 240 basis points of operating margin improvement and has grown operating margins year-over-year for eleven consecutive quarters. Looking to the outlook for the remainder of 2016, market conditions are expected to remain challenging, particularly in Latin America and the Middle East. In the second quarter, we expect sales to be about flat with continued strength in probiotics and cultures offset by the negative impact of currency. Operating earnings are expected to be up in the low-twenty percent range benefitting from mix enrichment and cost savings. For the full year, we expect sales to be about flat with continued strength in probiotics and cultures offset by the negative impact of currency. Operating earnings are expected to be up in the low-twenty percent range, with continued operating margin expansion, as mix enrichment and cost savings more than offset the negative impact of currency.

 
Segment Commentary First Quarter Earnings 2016 17 Industrial Biosciences* In Industrial Biosciences, first-quarter sales increased modestly, up about 1 percent. Gains driven by price and volume were nearly offset by pressure from currency and declines in CleanTech offerings. New product launches in animal nutrition and in household and personal care products enabled volume growth as well as pricing improvements. Growth in food sales included higher penetration in U.S. bakery, while growth in biomaterials reflected net gains in Sorona®. In animal nutrition, carbohydrase, Betaine and Phytase contributed to volume growth. Declines in CleanTech reflected weakness in aftermarket volume and contract cancellations or delays due to weaker demand from sulfuric acid producers. Looking at sales results by region, the United States was the strongest, including gains in home and personal care as well as bakery, while Europe declined due to weakness in CleanTech and currency. Operating earnings of $63 million increased 17 percent ($9 million) in the quarter, due to value-in-use pricing on new products in bioactives and increased demand for biomaterials. We also benefited from comparisons with a one-time cost in the prior year in Clean Tech. Our operating margins improved 250 basis points year over year. Excluding a $1 million negative impact of currency, operating earnings increased by 19 percent. Turning to the second quarter, we anticipate sales to be about flat as volume and pricing growth in bioactives is offset by lower demand for CleanTech offerings. We expect second-quarter operating earnings to rise versus the prior year’s quarter by the mid teens percent, as we capture benefits from mix enrichment and cost savings. * On 1/1/2016, the clean technologies business unit within DuPont Protection Solutions became part of Industrial Biosciences. Reclassification of prior year data has been made to reflect the current year classification.

 
Segment Commentary First Quarter Earnings 2016 18 Industrial Biosciences (continued) As for the full-year outlook, we project 2016 sales to be about flat. Volume improvement, pricing, the impact of new product introductions in bioactives (including increased market penetration in animal nutrition and home and personal care) and portfolio will be offset by lower demand for CleanTech offerings and currency. We anticipate that operating earnings year-over-year will rise by the low-teens percent, led by mix enrichment and cost savings.

 
Segment Commentary First Quarter Earnings 2016 19 Protection Solutions* Sales of $729 million in the first quarter declined 8 percent on a 5 percent negative impact of volume, a 2 percent negative impact of currency and a 1-percent negative impact from price. Demand from the oil and gas industry and the military remained soft, which lowered sales of Nomex® thermal-resistant fiber and Kevlar® high-strength materials. Lower industrial demand impacted Tyvek® materials sales for the quarter. Sales in surfaces were even with prior year. Results in all regions were fairly consistent with the overall year-over-year trend. First-quarter operating earnings of $176 million increased 5 percent ($9 million), including a $6 million negative impact from currency. Benefits from lower costs and improved plant utilization at the Chamber Works facility were partly offset by pressure from volume declines and currency. Operating earnings margin expanded by 300 basis points. Excluding the impact of currency, operating earnings increased by 9 percent. Turning to 2016, in the second quarter, sales are expected to be down by the low single digit percent. We anticipate volume declines (reflecting continued weakness in oil and gas and delays in military tenders) and pressure from pricing. We anticipate that our operating earnings will be down low-single-digit percent, as cost savings will be more than offset by the impact of lower volume. Looking ahead to full-year 2016, we project sales even with last year with volume growth equally offset by price and currency pressures. Operating earnings are anticipated to grow by the high-single digits percent, primarily due to lower costs, leading to operating margin expansion for the year. * DuPont Sustainable Solutions, previously within this segment, was comprised of two business units: clean technologies and consulting solutions. On 1/1/2016, the clean technologies business unit became part of Industrial Biosciences, and consulting solutions became part of Other. Reclassification of prior-year data has been made to reflect the current-year classification.

 
Segment Commentary First Quarter Earnings 2016 20 Electronics & Communications In Electronics & Communications, first quarter sales were down 13 percent as volume growth in Tedlar® film in photovoltaics was more than offset by the impact of competitive pressures on sales of Solamet® paste, lower demand in consumer electronics, lower metals pricing and the negative impact of currency. Operating earnings of $59 million decreased 25 percent, as cost savings were more than offset by lower sales and a $16 million litigation expense. Looking to the outlook for the remainder of 2016, we expect a modest second half recovery in consumer electronics markets. The photovoltaic market is anticipated to remain strong with module installations forecasted to increase mid-teens percent for the full year. Solamet® paste volumes grew sequentially in the first quarter following the launch of PV19B late last year and we expect continued improvement the remainder of the year, with a new paste product expected to launch mid-year. For the second quarter we expect sales to be down mid-single digits percent from lower year-over- year Solamet® paste sales and soft consumer electronics demand. Operating earnings are anticipated to be up high-single digits percent as cost savings more than offset lower sales. Full year 2016 sales are expected to be down low-single digits percent with second half growth in photovoltaics and consumer electronics which will mostly offset first half declines. Operating earnings are anticipated to be up low-teens percent due second half sales improvement and cost savings.

 
Segment Commentary First Quarter Earnings 2016 21 Agriculture In Agriculture, the first quarter is primarily driven by the completion of the Safrinha corn season in Brazil and the beginning of the season in the northern hemisphere, with the cutoff between March and April falling at a critical time for shipping products to our customers. Agriculture markets are playing out about as expected, with farmers facing challenging economic conditions and seed and crop protection suppliers having abundant inventories globally. We are not seeing anything significantly different in market conditions from what we provided earlier this year. First quarter Agriculture segment sales were $3.8 billion, down 4 percent, as 2 percent higher local price and product mix were offset by a 5 percent negative impact from currency and 1 percent lower volumes. Seed sales were up 1 percent and crop protection sales were down 18 percent versus last year. Operating earnings were 3 percent lower as local price and product mix increases and cost savings were more than offset by an $83 million negative currency impact, lower volumes and about a $40 million negative impact from the LaPorte shutdown primarily due to lost sales and inventory write-offs. Excluding currency, operating earnings increased by 4 percent. Our results demonstrated strong execution in the first quarter in challenging market conditions. First quarter results were better than we anticipated when we provided guidance in January, primarily due to higher corn area in North America, earlier timing of shipments to customers consistent with the strong start we had in the fourth quarter of 2015, and stronger sunflower sales in Europe based on the performance of our newest products. Currency, while still a significant headwind compared to last year, was also a little better than we anticipated.

 
Segment Commentary First Quarter Earnings 2016 22 Agriculture (continued) We were able to deliver 2 percent higher prices across the segment in this highly competitive market environment. In seeds, a stronger mix of Pioneer’s newest corn hybrids resulted in higher net corn price globally and importantly in North America. In crop protection, we took decisive actions to mitigate a stronger U.S. dollar in Latin America and Eastern Europe, and, in fact, local pricing fully offset the impact of currency in Latin America. Corn seed volumes were higher than the prior year from increased sales in North America where our order book and the recent USDA report indicate higher expected corn acres this year, and in Brazil’s Safrinha season. Farmer economics for corn, while tight, generally are more favorable than for soybeans in North America. Increases in corn and sunflower volume were more than offset by lower insecticide sales in Latin America and to third parties, including the impact from the shutdown of the LaPorte manufacturing facility, and from lower soybean seed volumes. Most of the decline in insecticide volumes can be tied to low pest pressure, high industry inventories and the impact of insect protected soybean varieties in Brazil. Turning to our pipeline, as planned, we made our first sales of Zorvec™ for disease control in Korea, Australia and China in the first quarter. We expect Zorvec™ to be very competitive in the $2 billion market for blight and downy mildew control offering potato, grape and vegetable growers consistent, long-lasting control with a favorable environmental profile. We successfully launched Leptra® corn hybrids in Brazil in the Safrinha season and initial indications of performance are good. Leptra®’s strong value proposition is also allowing us to recapture price. Strong customer interest and an aggressive

 
Segment Commentary First Quarter Earnings 2016 23 Agriculture (continued) seed production plan have us well-positioned to ramp-up Leptra® to as much as a third of our volume in the upcoming summer season, in one of the fastest technology introductions in Pioneer history. In North America soybeans, we are currently introducing varieties with Roundup Ready 2 Xtend™ technology in a limited launch. While we didn’t plan for large volumes, this will allow our sales reps and customers to test the performance of these soybeans as we prepare for a full launch in 2017, pending regulatory approvals. Lastly, we recently announced our intention to commercialize our first corn hybrids, developed through the application of CRISPR-Cas advanced breeding technology, within five years. While this is a first step, our initial CRISPR-Cas offering allows us to lay a solid foundation for success for future products developed with this important innovation in plant breeding. We now anticipate results for the year to be a little stronger than what we shared with you in January, primarily due to the recent weakening of the dollar against many global currencies, including the Real, and from higher corn planted area. This will be partially offset by the shift of a portion of our fourth quarter 2016 seed sales to first quarter 2017. This is the result of enhancements we are making to our Pioneer business as we transition to an agency-based route-to-market in the southern U.S., working with retail agents, similar to the advantaged approach we take in the Midwest. Additionally, we will have some unplanned costs from the write-off and disposal of in-process inventory and to dismantle the facility as a result of our recent decision regarding the LaPorte insecticide unit. For the second quarter we expect sales to be down low-single digits percent as currency remains a headwind. Seasonal timing benefits realized through March from a strong start are expected to be offset

 
Segment Commentary First Quarter Earnings 2016 24 Agriculture (continued) in the second quarter. Volume gains in corn seed and in crop protection are expected to be offset by lower sales of soybean seed in the second quarter. Operating earnings are anticipated to be about flat as cost savings are offset by the negative impact of currency. For the full year we expect sales to be down low-single digits percent as local price and product mix gains are more than offset by the negative impact of currency. Higher corn seed volumes are expected to be offset by lower insecticide and soybean seed volumes. Operating earnings are anticipated to be up mid- single digits percent as cost savings and local price gains more than offset the negative impact of currency leading to improved operating margins. Excluding the impact of currency, we would expect operating earnings to be up low-teens percent. Roundup® and Xtend™ are registered trademarks of Monsanto Technology LLC used under license. Dicamba herbicide is not currently approved for commercial in-crop use with soybeans with the Roundup Ready 2 Xtend™ technology and nothing herein is a promotion or an offer to sell dicamba herbicide for this use. It is a violation of federal law to promote or offer to sell unregistered pesticides or a registered pesticide for an unregistered use.

 
Segment Commentary First Quarter Earnings 2016 25 Performance Materials Sales of $1.2 billion declined 10 percent on lower local price, volume and the negative impact of currency. Price was down 5 percent in the quarter, driven by lower ethylene prices as average spot prices were down approximately 50 percent year over year and competitive pressure in commoditized products. Currency lowered sales by 2 percent. Segment volume decreased 3 percent as increased demand in Asia Pacific automotive markets, primarily China, was more than offset by lower volumes in ethylene and ethylene-based products. According to IHS, global automotive market demand rose about 1 percent in the first quarter, primarily driven by growth in North America, China, and Europe. IHS is forecasting year-over-year growth of 3 percent in 2016, with 4 percent growth in the second quarter versus prior year. Operating earnings were down 14 percent as lower costs and increased demand in Asia Pacific automotive markets, were more than offset by lower demand for ethylene and ethylene-based products, lower local price, and a $19 million negative impact from currency. Excluding the impact of currency, operating earnings decreased by 8 percent. For the second quarter, we anticipate sales and operating earnings will be about even with the prior year, as volume growth will be offset by the negative impact of currency and lower local pricing.

 
Segment Commentary First Quarter Earnings 2016 26 Performance Materials (continued) For the full year of 2016, we anticipate sales to be about flat and operating earnings down in the mid- single digits percent range as volume growth will be more than offset by lower local price and the negative impact of currency. 2015 operating earnings included $49 million of benefits from a joint venture, the sale of a business and realization of tax benefits associated with a manufacturing site.

 
INDEX PAGE SELECTED OPERATING RESULTS 28 SELECTED INCOME STATEMENT DATA 29 SEGMENT NET SALES 30 SEGMENT OPERATING EARNINGS 31 SIGNIFICANT ITEMS BY SEGMENT - PRETAX OPERATING INCOME; DEPRECIATION AND AMORTIZATION BY SEGMENT 32 RECONCILIATION OF NON-GAAP MEASURES 33-37 RECONCILIATION OF BASE INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE 38 Note: Management believes that an analysis of operating earnings (as defined on page 28), a "non-GAAP" measure, is meaningful to investors because it provides insight with respect to ongoing operating results of the company. Such measurements are not recognized in accordance with generally accepted accounting principles (GAAP) and should not be viewed as an alternative to GAAP measures of performance. E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES QUARTERLY SUPPLEMENTAL FINANCIAL DATA AND NON-GAAP RECONCILIATIONS (UNAUDITED) March 31, 2016 DuPont Sustainable Solutions, previously within the company's Safety & Protection segment (now Protection Solutions) was comprised of two business units: clean technologies and consulting solutions. Effective January 1, 2016, the clean technologies business is reported in the Industrial Biosciences segment and the consulting solutions business unit is reported within Other. Reclassifications of prior year data have been made to conform to current year classifications.

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 28 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 1Q16 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 INCOME STATEMENT DATA Consolidated Net Sales 7,405 25,130 5,299 4,873 7,121 7,837 28,406 5,849 5,905 8,058 8,594 28,998 6,119 6,000 8,060 8,819 27,610 25,883 Operating Earnings After Income Taxes, 1,109 2,503 239 117 994 1,153 3,110 519 361 907 1,323 2,926 392 249 1,003 1,282 2,238 2,210 Attributable to DuPont (1) (Non-GAAP) Significant Items - After-tax 160 (348) (411) 88 32 (57) 112 79 (9) 44 (2) (377) (292) (27) (78) 20 (657) (238) Non-Operating Pension & OPEB Costs - After-tax (2) (46) (266) (56) (74) (57) (79) (87) (21) (22) (22) (22) (356) (80) (94) (84) (98) (437) (355) Income from Continuing Operations After Income Taxes Attributable to DuPont 1,223 1,889 (228) 131 969 1,017 3,135 577 330 929 1,299 2,193 20 128 841 1,204 1,144 1,617 Depreciation 238 978 248 241 245 244 1,006 248 247 261 250 1,027 258 254 253 262 1,065 941 STATEMENT OF CASH FLOW DATA (3) Cash Provided by (Used for) Operating Activities (1,844) 2,316 4,161 200 78 (2,123) 3,712 5,514 269 350 (2,421) 3,179 5,512 298 36 (2,667) 4,849 5,152 Capital Expenditures (4) 358 1,705 355 362 378 610 2,062 714 544 462 342 1,940 674 478 449 339 1,890 1,910 (1) Operating earnings are defined as earnings from continuing operations (GAAP) excluding “significant items” and “non-operating pension and other post-employment benefit (OPEB) costs”. (2) First quarter 2015 includes the impact of an after-tax exchange loss on non-operating pension of $23. (3) Data is on a total company basis. (4) Includes purchases of property, plant and equipment and investment in affiliates. SELECTED OPERATING RESULTS (UNAUDITED) (dollars in millions)

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 29 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 1Q16 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Consolidated Net Sales 7,405 25,130 5,299 4,873 7,121 7,837 28,406 5,849 5,905 8,058 8,594 28,998 6,119 6,000 8,060 8,819 27,610 25,883 Segment Operating Earnings 1,717 4,243 553 433 1,447 1,810 5,032 788 686 1,516 2,042 4,906 716 603 1,581 2,006 4,389 4,175 Adjusted EBIT (Operating Earnings) (1) (2) 1,504 3,757 372 286 1,305 1,794 4,599 806 768 1,283 1,742 4,019 441 332 1,425 1,821 3,311 3,122 Adjusted EBITDA (Operating Earnings) (1) (2) 1,864 5,095 675 576 1,667 2,177 5,965 1,122 1,064 1,663 2,116 5,360 766 646 1,763 2,185 4,680 4,308 Operating Earnings Before Income Taxes (1) 1,418 3,441 287 204 1,236 1,714 4,232 719 676 1,192 1,645 3,584 333 227 1,314 1,710 2,871 2,714 Operating Earnings Per Share (1) (3) 1.26 2.77 0.27 0.13 1.09 1.26 3.36 0.57 0.39 0.98 1.42 3.12 0.42 0.26 1.08 1.37 2.36 2.34 (1) See Reconciliation of Non-GAAP Measures. (2) Adjusted EBIT from operating earnings is operating earnings (as defined on page 28) before income taxes, net income attributable to noncontrolling interests and interest expense. Adjusted EBITDA from operating earnings is adjusted EBIT from operating earnings before depreciation and amortization of intangible assets. (3) Earnings per share for the year may not equal the sum of quarterly earnings per share due to changes in average share calculations. SELECTED INCOME STATEMENT DATA OPERATING EARNINGS (UNAUDITED) (dollars in millions, except per share)

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 30 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 1Q16 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Agriculture 3,786 9,798 1,550 1,093 3,218 3,937 11,296 1,732 1,563 3,610 4,391 11,728 1,804 1,630 3,629 4,665 10,421 9,165 Electronics & Communications 452 2,070 493 532 528 517 2,381 571 620 613 577 2,534 639 635 648 612 2,684 3,154 Industrial Biosciences 352 1,478 397 374 357 350 1,624 418 407 404 395 1,631 424 410 416 381 1,604 1,074 Nutrition & Health 801 3,256 807 810 826 813 3,529 843 899 926 861 3,473 872 868 865 868 3,422 2,460 Performance Materials 1,249 5,305 1,284 1,302 1,338 1,381 6,059 1,441 1,531 1,567 1,520 6,166 1,505 1,580 1,599 1,482 6,095 6,445 Protection Solutions 729 3,039 720 723 806 790 3,304 784 834 885 801 3,229 807 820 841 761 3,122 3,295 Other 36 184 48 39 48 49 213 60 51 53 49 237 68 57 62 50 262 290 CONSOLIDATED NET SALES 7,405 25,130 5,299 4,873 7,121 7,837 28,406 5,849 5,905 8,058 8,594 28,998 6,119 6,000 8,060 8,819 27,610 25,883 SEGMENT NET SALES SEGMENT NET SALES (UNAUDITED) (dollars in millions)

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 31 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 1Q16 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Agriculture 1,101 1,646 (54) (210) 772 1,138 2,352 134 (56) 835 1,439 2,480 90 (56) 937 1,509 2,129 1,776 Electronics & Communications 59 359 87 104 89 79 336 92 90 84 70 314 90 92 90 42 237 420 Industrial Biosciences 63 243 78 61 50 54 269 69 58 71 71 232 61 58 61 52 228 130 Nutrition & Health 104 373 85 102 100 86 369 79 99 103 88 286 79 76 59 72 305 201 Performance Materials 273 1,216 281 317 301 317 1,267 326 366 293 282 1,249 287 357 322 283 1,140 945 Protection Solutions 176 641 147 146 181 167 672 169 174 181 148 553 161 141 137 114 475 532 Other (59) (235) (71) (87) (46) (31) (233) (81) (45) (51) (56) (208) (52) (65) (25) (66) (125) 171 TOTAL SEGMENT OPERATING EARNINGS 1,717 4,243 553 433 1,447 1,810 5,032 788 686 1,516 2,042 4,906 716 603 1,581 2,006 4,389 4,175 Corporate Expenses (86) (573) (160) (111) (148) (154) (677) (134) (167) (174) (202) (773) (206) (164) (198) (205) (842) (801) Interest Expense (92) (322) (82) (82) (74) (84) (377) (87) (93) (94) (103) (448) (108) (108) (115) (117) (464) (447) 1,539 3,348 311 240 1,225 1,572 3,978 567 426 1,248 1,737 3,685 402 331 1,268 1,684 3,083 2,927 (371) (712) (7) (91) (268) (346) (692) (13) (56) (279) (344) (680) 24 (36) (290) (378) (685) (544) Net After-tax Exchange (Losses) Gains (1) (53) (127) (68) (32) 42 (69) (166) (35) (8) (59) (64) (66) (34) (43) 29 (18) (136) (134) Less: Net Income Attr. to Noncontrolling Interests 6 6 (3) - 5 4 10 - 1 3 6 13 - 3 4 6 24 39 OPERATING EARNINGS (Non-GAAP) 1,109 2,503 239 117 994 1,153 3,110 519 361 907 1,323 2,926 392 249 1,003 1,282 2,238 2,210 Net Income Attributable to Noncontrolling Interests 6 6 (3) - 5 4 10 - 1 3 6 13 - 3 4 6 24 39 Non-Operating Pension & OPEB Costs - After-tax (1) (46) (266) (56) (74) (57) (79) (87) (21) (22) (22) (22) (356) (80) (94) (84) (98) (437) (355) Significant Items - After-tax 160 (348) (411) 88 32 (57) 112 79 (9) 44 (2) (377) (292) (27) (78) 20 (657) (238) INCOME FROM CONTINUING OPERATIONS AFTER INCOME TAXES 1,229 1,895 (231) 131 974 1,021 3,145 577 331 932 1,305 2,206 20 131 845 1,210 1,168 1,656 (1) OPERATING EARNINGS (UNAUDITED) (dollars in millions) In the first quarter 2015, the impact of an after-tax exchange loss on non-operating pension of $23 is excluded from Net After-tax Exchange Losses and is included within Non-Operating Pension & OPEB Costs-After tax above. OPERATING EARNINGS BEFORE INCOME TAXES AND EXCHANGE (LOSSES) GAINS (Non-GAAP) Provision For Income Taxes on Operating Earnings, Excluding Taxes on Exchange (Losses) Gains SEGMENT OPERATING EARNINGS

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 32 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES SEGMENT PRETAX IMPACT OF Year Year Year Year Year SIGNIFICANT ITEMS 1Q16 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Agriculture (73) 148 (30) 147 (4) 35 316 363 - (47) - (351) (196) (40) (80) (35) (469) (225) Electronics & Communications 7 (78) (89) - 11 - (84) (16) - (68) - (131) (131) - - - (37) - Industrial Biosciences 1 (61) (60) - (1) - (20) (16) - (4) - (1) (1) - - - (10) (79) Nutrition & Health 1 (50) (46) - (4) - (15) (7) - (8) - 6 6 - - - (49) (126) Performance Materials (4) (62) (60) - (2) - 292 (70) - 362 - (16) (16) - - - (104) 47 Protection Solutions 3 105 (8) - 113 - (45) (17) - (28) - 6 6 - - - (51) - Other (3) (40) - - (3) (37) (10) (7) - (3) - 1 1 - - - (137) - TOTAL SIGNIFICANT ITEMS BY SEGMENT - PRETAX (68) (38) (293) 147 110 (2) 434 230 - 204 - (486) (331) (40) (80) (35) (857) (383) DEPRECIATION AND Year Year Year Year Year AMORTIZATION 1Q16 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Agriculture 145 453 79 74 139 161 436 97 78 121 140 358 79 72 95 112 337 295 Electronics & Communications 22 100 30 23 24 23 97 23 25 23 26 105 25 27 27 26 113 99 Industrial Biosciences 26 101 25 26 24 26 102 25 26 26 25 98 26 23 24 25 106 74 Nutrition & Health 58 236 58 58 58 62 264 64 66 68 66 271 67 66 66 72 288 207 Performance Materials 31 125 33 30 31 31 139 33 35 35 36 162 41 40 40 41 171 188 Protection Solutions 38 156 38 40 39 39 168 41 41 43 43 178 47 44 43 44 166 143 Other 3 6 2 - 3 1 8 1 2 2 3 9 2 1 5 1 10 9 TOTAL DEPRECIATION AND AMORTIZATION BY SEGMENT 323 1,177 265 251 318 343 1,214 284 273 318 339 1,181 287 273 300 321 1,191 1,015 SIGNIFICANT ITEMS BY SEGMENT - PRETAX OPERATING INCOME (UNAUDITED) (dollars in millions) DEPRECIATION AND AMORTIZATION BY SEGMENT (dollars in millions)

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 33 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 1Q16 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 RECONCILIATION OF DILUTED EPS (1) Operating EPS (Non-GAAP) 1.26 2.77 0.27 0.13 1.09 1.26 3.36 0.57 0.39 0.98 1.42 3.12 0.42 0.26 1.08 1.37 2.36 2.34 Non-Operating Pension & OPEB Costs (2) (0.05) (0.29) (0.06) (0.09) (0.07) (0.09) (0.09) (0.03) (0.02) (0.03) (0.03) (0.38) (0.09) (0.10) (0.10) (0.11) (0.46) (0.38) Significant Items 0.18 (0.39) (0.47) 0.10 0.04 (0.06) 0.12 0.09 (0.01) 0.05 - (0.40) (0.31) (0.03) (0.08) 0.02 (0.70) (0.25) GAAP EPS from continuing operations 1.39 2.09 (0.26) 0.14 1.06 1.11 3.39 0.63 0.36 1.00 1.39 2.34 0.02 0.13 0.90 1.28 1.20 1.71 RECONCILIATION OF ADJUSTED EBIT / ADJUSTED EBITDA TO CONSOLIDATED INCOME STATEMENTS Income From Continuing Operations Before Income Taxes (GAAP) 1,635 2,591 (421) 227 1,234 1,551 4,313 824 634 1,245 1,610 2,566 (109) 47 1,099 1,529 1,290 1,715 Add: Significant Items - Pretax - (Benefit) / Charge (291) 453 622 (138) (85) 54 (209) (137) 10 (85) 3 485 319 40 91 35 930 467 Add: Non-Operating Pension & OPEB Costs - Pretax (2) 74 397 86 115 87 109 128 32 32 32 32 533 123 140 124 146 651 532 Operating Earnings Before Income Taxes (Non-GAAP) 1,418 3,441 287 204 1,236 1,714 4,232 719 676 1,192 1,645 3,584 333 227 1,314 1,710 2,871 2,714 Less: Net Income Attributable to Noncontrolling Interests 6 6 (3) - 5 4 10 - 1 3 6 13 - 3 4 6 24 39 Add: Interest Expense 92 322 82 82 74 84 377 87 93 94 103 448 108 108 115 117 464 447 Adjusted EBIT (Operating Earnings) (Non-GAAP) 1,504 3,757 372 286 1,305 1,794 4,599 806 768 1,283 1,742 4,019 441 332 1,425 1,821 3,311 3,122 Add: Depreciation and Amortization 360 1,338 303 290 362 383 1,366 316 296 380 374 1,341 325 314 338 364 1,369 1,186 Adjusted EBITDA (Operating Earnings) (Non-GAAP) 1,864 5,095 675 576 1,667 2,177 5,965 1,122 1,064 1,663 2,116 5,360 766 646 1,763 2,185 4,680 4,308 (1) Earnings per share for the year may not equal the sum of quarterly earnings per share due to changes in average share calculations. (2) First quarter 2015 includes the impact of an exchange loss on non-operating pension of $23. RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED) (dollars in millions, except per share)

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 34 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Mar-16 Dec-15 Sep-15 Jun-15 Mar-15 Dec-14 Sep-14 Jun-14 Mar-14 Dec-13 Sep-13 Jun-13 Mar-13 Dec-12 Dec-11 CALCULATION OF NET DEBT Cash and Cash Equivalents 4,166 5,300 3,324 4,746 3,622 6,910 3,982 4,174 3,782 8,941 7,005 6,685 6,555 4,284 3,586 Marketable Securities 623 906 406 556 125 124 566 173 67 145 184 211 26 123 433 Total Cash 4,789 6,206 3,730 5,302 3,747 7,034 4,548 4,347 3,849 9,086 7,189 6,896 6,581 4,407 4,019 Short-Term Borrowings and Capital Lease Obligations 1,625 1,165 1,781 647 1,621 1,422 3,889 2,506 2,019 1,721 4,204 3,315 2,006 1,275 817 Long-Term Borrowings and Capital Lease Obligations 8,126 7,642 8,155 12,088 8,727 9,233 9,241 9,251 9,259 10,699 10,755 10,765 11,279 10,429 11,691 Total Debt 9,751 8,807 9,936 12,735 10,348 10,655 13,130 11,757 11,278 12,420 14,959 14,080 13,285 11,704 12,508 Net Debt (Non-GAAP) 4,962 2,601 6,206 7,433 6,601 3,621 8,582 7,410 7,429 3,334 7,770 7,184 6,704 7,297 8,489 Year Year Year Year Year 1Q16 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 CALCULATION OF FREE CASH FLOW(1) Cash Provided by (Used for) Operating Activities (1,844) 2,316 4,161 200 78 (2,123) 3,712 5,514 269 350 (2,421) 3,179 5,512 298 36 (2,667) 4,849 5,152 Less: Purchases of Property, Plant and Equipment 357 1,629 338 353 373 565 2,020 709 530 461 320 1,882 659 466 436 321 1,793 1,843 Free Cash Flow (2,201) 687 3,823 (153) (295) (2,688) 1,692 4,805 (261) (111) (2,741) 1,297 4,853 (168) (400) (2,988) 3,056 3,309 (1) Data is on a total company basis. RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED) (dollars in millions)

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 35 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES SEGMENT OPERATING EARNINGS MARGIN % Year Year Year Year Year (Segment Operating Earnings / Segment Net Sales) (1) 1Q16 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Agriculture 29.1% 16.8% -3.5% -19.2% 24.0% 28.9% 20.8% 7.7% -3.6% 23.1% 32.8% 21.1% 5.0% -3.4% 25.8% 32.3% 20.4% 19.4% Electronics & Communications 13.1% 17.3% 17.6% 19.5% 16.9% 15.3% 14.1% 16.1% 14.5% 13.7% 12.1% 12.4% 14.1% 14.5% 13.9% 6.9% 8.8% 13.3% Industrial Biosciences 17.9% 16.4% 19.6% 16.3% 14.0% 15.4% 16.6% 16.5% 14.3% 17.6% 18.0% 14.2% 14.4% 14.1% 14.7% 13.6% 14.2% 12.1% Nutrition & Health 13.0% 11.5% 10.5% 12.6% 12.1% 10.6% 10.5% 9.4% 11.0% 11.1% 10.2% 8.2% 9.1% 8.8% 6.8% 8.3% 8.9% 8.2% Performance Materials 21.9% 22.9% 21.9% 24.3% 22.5% 23.0% 20.9% 22.6% 23.9% 18.7% 18.6% 20.3% 19.1% 22.6% 20.1% 19.1% 18.7% 14.7% Protection Solutions 24.1% 21.1% 20.4% 20.2% 22.5% 21.1% 20.3% 21.6% 20.9% 20.5% 18.5% 17.1% 20.0% 17.2% 16.3% 15.0% 15.2% 16.1% 23.2% 16.9% 10.4% 8.9% 20.3% 23.1% 17.7% 13.5% 11.6% 18.8% 23.8% 16.9% 11.7% 10.1% 19.6% 22.7% 15.9% 16.1% TOTAL SEGMENT OPERATING EARNINGS MARGIN % RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED) (1) Segment Operating Earnings margin %'s for Other (which includes consulting solutions, pre-commercial programs, pharmaceuticals, and non-aligned businesses) are not presented separately above as they are not meaningful; however, the results are included in the Total margin %'s above.

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 36 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Reconciliation of Segment Operating Earnings and Operating Earnings EPS excluding the impact of currency (Non-GAAP) Three months ended March 31, 2015 Segment Operating Earnings Segment Operating Earnings Impact of Currency Segment Operating Earnings excluding currency (Non-GAAP) % Change Agriculture $ 1,138 1,101$ (83)$ 1,184$ 4% Electronics & Communications 79 59 - 59 -25% Industrial Biosciences 54 63 (1) 64 19% Nutrition & Health 86 104 (3) 107 24% Performance Materials 317 273 (19) 292 -8% Protection Solutions 167 176 (6) 182 9% Other (31) (59) (1) (58) -87% Total Segment Operating Earnings 1,810$ 1,717$ (113)$ 1,830$ 1% Three months ended March 31, 2015 Operating Earnings per share (Non-GAAP) (1) Operating Earnings per share (Non-GAAP) (1) Impact of Currency Operating Earnings per share excluding currency (Non-GAAP) % Change Operating Earnings per share (Non-GAAP)(1) $ 1.26 1.26$ (0.10)$ 1.36$ 8% (1) See page 33 for reconciliation of operating earnings per share. Three months ended March 31, 2016 Segment operating earnings and operating earnings per share excluding the impact of currency assumes current operating earnings results using foreign currency exchange rates in effect for the comparable prior-year period. Three months ended March 31, 2016 RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED) (dollars in millions)

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 37 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES As Reported (GAAP) Less: Significant Items(1) Less: Non- Operating Pension/OPEB Costs Operating costs (Non-GAAP) As Reported (GAAP) Less: Significant Items(1) Less: Non- Operating Pension/OPEB Costs Operating costs (Non-GAAP) Other operating charges 185 (23) - 208 148 (23) - 171 Selling, general and administrative expenses 1,128 24 30 1,074 1,220 - 34 1,186 Research and development expense 418 - 11 407 479 - 13 466 Total 1,731 1 41 1,689 1,847 (23) 47 1,823 (1) Further information regarding significant items is included in our Quarterly Earnings Release financials. RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED) (dollars in millions) Three months ended March 31, 2016 Three months ended March 31, 2015 Reconciliation of Operating Costs to Consolidated Income Statement Line Items Operating costs is defined as other operating charges, selling, general and administrative expenses, and research and development costs, excluding significant items and non- operating pension/OPEB costs.

 
1Q16 Supplemental Financial Data and Non-GAAP Reconciliations 38 4/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES 2016 2015 2016 Outlook1 2015 Actual Effective income tax rate 24.8% 34.2% 23.8% 26.9% Significant items effect and non-operating pension/OPEB costs effect (3.4%) (1.7%) (0.9%) 0.2% 21.4% 32.5% 22.9% 27.1% Exchange gains (losses) effect2 2.7% (10.5%) 1.1% (5.8%) Base income tax rate from continuing operations 24.1% 22.0% 24.00% 21.3% (1) Represents the company's anticipated full year tax rates for 2016. (2) The company does not forecast the impact of exchange gains (losses) on the projected tax rate. Tax rate, from continuing operations, before significant items and non-operating pension/OPEB costs Three months ended March 31, RECONCILIATION OF BASE INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE (UNAUDITED) Base income tax rate is defined as the effective income tax rate less the effect of exchange gains (losses), significant items and non-operating pension/OPEB costs. Year ended December 31,

 
APPENDIX 2: DOWDUPONT MERGER OF EQUALS 4/25/2016

 
Close 2H16 Signed 12/11/15 Share- holder Vote Jun/Jul pending S-4 becoming effective S-4 Filing First draft 3/1/16; Amend No.1 4/18/16 Hart- Scott- Rodino Filing Filed on 1/27/16 ROW Competi- tion Filings 1Q16/ 2Q16 In process Complete Spins1 Stand Up SpinCos1 Significant Progress on Execution of Planned Merger of Equals 4Q15 2016 2017-2018 Drive close of transaction C LO SE Prepare to operate MergeCo Operation of public MergeCo Prepare for intended spins Spin as soon as possible Capture >$3B of cost synergies Plan to operate three business portfolios & ensure synergy capture Achieve 100% run-rate <24 mo. after close 1. Subject to DowDuPont Board Approval 40 Each Company’s Planning Teams are Making Progress to Expedite Synergy Capture Upon Merger Closing; Carve-out Financial Work Underway

 
We are Taking a Joint Approach to Integration JOINT INTEGRATION MANAGEMENT OFFICE Provide guidance and support to both the businesses and functions of Dow and DuPont in preparation for Day 1 of the combined company and in standing up the intended three strong, independent companies thereafter. Master Planning Architect integration and coordinate Day One planning Change Management & Communications Support change management and design communication programs Value Capture Planning Deliver $3B+ of synergies Organization Design Guidance Support each SpinCo to build an organization tailored to its strategy Steering Committee Accountable to shareholders to deliver value from the merge/spin according to the merger agreement Ed Breen, Chairman & CEO Stacy Fox, SVP & General Counsel Nick Fanandakis, EVP & CFO Rick Olson, SVP - Corporate Services Andrew Liveris, Chairman & CEO Charles Kalil, General Counsel & EVP Howard Ungerleider, Vice Chairman & CFO Jim Fitterling, President & COO 41

 
Disclaimer Important Information About the Transaction and Where to Find It 40 In connection with the proposed transaction, DowDuPont Inc. (f/k/a Diamond-Orion HoldCo, Inc.) (“DowDuPont”) has filed with the Securities and Exchange Commission (“SEC”) a preliminary registration statement on Form S-4 (File No. 333-209869) (as may be amended from time to time, the “Preliminary Registration Statement”) that includes a joint proxy statement of The Dow Chemical Company (“Dow”) and E. I. du Pont de Nemours and Company (“DuPont”) and that also will constitute a prospectus of DowDuPont. These materials are not final and may be amended. Dow, DuPont and DowDuPont may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or definitive registration statement or any other document which Dow, DuPont or DowDuPont may file with the SEC. INVESTORS AND SECURITY HOLDERS OF DOW AND DUPONT ARE URGED TO READ THE PRELIMINARY REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE VERSIONS THEREOF AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Preliminary Registration Statement and the definitive versions of these materials and other documents filed with the SEC (when available) by Dow, DuPont and DowDuPont through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Dow or DuPont at the following: Dow DuPont 2030 Dow Center 974 Centre Road Midland, MI 48674 Wilmington, DE 19805 Attention: Investor Relations Attention: Investor Relations +1 989-636-1463 +1 302-774-4994 Participants in the Solicitation Dow, DuPont, DowDuPont and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Dow’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Dow’s Form 10-K for the year ended December 31, 2015, its proxy statement filed on April 1, 2016 and the joint proxy statement/prospectus of Dow contained in the Preliminary Registration Statement, which are filed with the SEC. Information regarding DuPont’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in DuPont’s Form 10-K for the year ended December 31, 2015, its proxy statement filed on March 18, 2016 and the joint proxy statement/prospectus of DuPont contained in the Preliminary Registration Statement, which are filed with the SEC. A more complete description will be available in the definitive registration statement on Form S-4 and the joint proxy statement/prospectus. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 42

 
Disclaimer Cont’d Important Information About the Transaction and Where to Find It 41 Cautionary Notes on Forward Looking Statements This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate such transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company’s operations and other conditions to the completion of the merger, (ii) the ability of Dow and DuPont to integrate the business successfully and to achieve anticipated synergies, risks and costs and pursuit and/or implementation of the potential separations, including anticipated timing, any changes to the configuration of businesses included in the potential separation if implemented, (iii) the intended separation of the agriculture, material science and specialty products businesses of the combined company post-mergers in one or more tax efficient transactions on anticipated terms and timing, including a number of conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances, disruptions in the financial markets or other potential barriers, (iv) potential litigation relating to the proposed transaction that could be instituted against Dow, DuPont or their respective directors, (v) the risk that disruptions from the proposed transaction will harm Dow’s or DuPont’s business, including current plans and operations, (vi) the ability of Dow or DuPont to retain and hire key personnel, (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, (viii) uncertainty as to the long-term value of DowDuPont common stock, (ix) continued availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments, (xi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Dow’s and/or DuPont’s financial performance, (xii) certain restrictions during the pendency of the merger that may impact Dow’s or DuPont’s ability to pursue certain business opportunities or strategic transactions and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the joint proxy statement/prospectus included in the Preliminary Registration Statement filed with the SEC in connection with the proposed merger. While the list of factors presented here is, and the list of factors presented in the Preliminary Registration Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. Neither Dow nor DuPont assumes any obligation to publicly provide revisions or updates to any forward looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Third Party Information This website may contain or refer to news, commentary and other information relating to Dow, DuPont or DowDuPont generated by, or sourced from, persons or companies that are not affiliated with Dow, DuPont or DowDuPont. The author and source of any third party information and the date of its publication are clearly and prominently identified. Dow, DuPont and DowDuPont have neither sought nor obtained permission to use or quote such third party information. Dow, DuPont and DowDuPont have not assisted in the preparation of the third party information, cannot guarantee the accuracy, timeliness, completeness or availability of the third party information, and do not explicitly or implicitly endorse or approve such information. 43

 
Copyright © 2014 DuPont or its affiliates. All rights reserved. The DuPont Oval Logo, DuPont™, The miracles of science™ and all products denoted with ™ or ® are registered trademarks or trademarks of E. I. du Pont de Nemours and Company or its affiliates. Images reproduced by E. I. du Pont de Nemours and Company under license from the National Geographic Society. opyright © 2016 DuPont. All rights reserved. The DuPont Oval Logo, DuPontTM, The miracles of scienceTM, and all products, unless otherwise noted, denoted with ® or M are trademarks or registered trademarks of E. I. du Pont de Nemours and Company. +Images reproduced by E. I. du Pont de Nemours and Company under license from the National Geographic Society. © National Geographic Image

 

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