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Form 8-K DUPONT E I DE NEMOURS & For: Jan 26

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January 26, 2016 7:19 AM EST
 
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): January 26, 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 January 26, 2016, the Registrant announced its consolidated financial results for the quarter ended December 31, 2015. 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 January 26, 2016
99.2    DuPont Fourth Quarter and Full Year 2015 Earnings Presentation dated January 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
 
January 26, 2016



 
 
 
 
 
Exhibit 99.1
 
 
 
 
 
 
 
 
 
 
January 26, 2016
 
 
 
Media Contact:
Dan Turner
WILMINGTON, Del.
 
 
 
 
302-996-8372
 
 
 
 
 
 
 
 
 
Investor Contact:
302-774-4994

DuPont Reports 4Q and Full-Year Operating EPS of $0.27 and $2.77

Increasing 2016 Cost Savings to Annual Run Rate of $1.0 Billion

Company Expects 2016 Full-Year Operating Earnings of $2.95 - $3.10 Per Share

Fourth-Quarter Highlights

•
Fourth-quarter operating earnings per share were $0.27, in line with expectations, versus $0.57 in prior year. GAAP1 (losses) earnings per share were ($0.26) versus $0.63 in prior year.

•
Excluding currency, sales declined 1 percent. Currency negatively impacted sales by an additional 8 percent.

•
Segment pre-tax operating earnings of $553 million included $170 million, or $0.17 per share, of negative impact from currency. Growth in Industrial Biosciences and Nutrition & Health was more than offset by declines in Agriculture, Performance Materials, Safety & Protection and Electronics & Communications.

•
Cost reductions from operational redesign contributed an incremental $0.10 per share to fourth-quarter operating earnings.

•
Actions underway for 2016 global cost savings and restructuring plan, expected to reduce operating costs2 by about $1.0 billion on run-rate basis by end of 2016, which represents about $730 million in cost reductions in 2016 versus prior year.

•
Completed $2 billion accelerated share repurchase program; announces first quarter dividend of $0.38 per share.

Full-Year Highlights

•
Reported full-year operating earnings per share of $2.77 versus $3.36 in prior year. Operating earnings, excluding negative currency impact of $0.71 per share, increased 4 percent. GAAP1 earnings per share were $2.09 versus $3.39 in prior year.

•
Excluding currency and portfolio, sales declined 3 percent. Currency and portfolio negatively impacted sales by an additional 7 percent and 2 percent, respectively.

•
Segment pre-tax operating earnings of $4.2 billion included approximately $785 million of negative impact from currency. Operating margins expanded in each segment, except Agriculture, on cost reductions and productivity.

•
Cost reductions from 2014 operational redesign are essentially complete and contributed an incremental $0.40 per share to full-year operating earnings.

1Generally Accepted Accounting Principles (GAAP)
2Operating costs defined as other operating charges, selling, general & administrative, and research & development costs, excluding significant items and non-operating pension/OPEB costs.
E.I. du Pont de Nemours and Company

2

WILMINGTON, Del., Jan. 26, 2016 - DuPont (NYSE: DD), a science company that brings world-class, innovative products, materials, and services to the global marketplace, today announced fourth-quarter 2015 operating earnings of $0.27 per share compared with $0.57 per share in the prior year. GAAP1 (losses) earnings were ($0.26) per share, compared with $0.63 per share in the prior year. Refer to Schedule B for details of significant items.

For the full-year 2015, DuPont delivered operating earnings of $2.77 per share, compared with $3.36 per share in the prior year. GAAP1 earnings were $2.09 per share, compared with $3.39 per share in the prior year.

Fourth-quarter sales were $5.3 billion, down 9 percent versus prior year due to negative impacts from currency (8 percent) and volume (1 percent). Full-year sales were $25.1 billion, down 12 percent versus prior year due to negative impacts from currency (7 percent), portfolio (2 percent) and volume (3 percent).

DuPont’s board of directors approved a first-quarter dividend of 38 cents per share, the 446th consecutive quarterly dividend since the company's first dividend in the fourth quarter of 1904. The first-quarter dividend of 38 cents per share of common stock is payable on March 14, 2016, to stockholders of record at the close of business on Feb. 12, 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 April 25, 2016, to stockholders of record as of April 8, 2016.

On Dec. 11, 2015, DuPont and The Dow Chemical Company announced that their boards of directors unanimously approved a definitive agreement under which the companies will combine in an all-stock merger of equals. The combined company will be named DowDuPont. The merger is expected to close in the second half of 2016, subject to customary closing conditions, including regulatory approvals, and approval by both Dow and DuPont shareholders. The parties intend to subsequently pursue a separation of DowDuPont into three independent, publicly traded companies through tax-free spin-offs. These separations would occur as soon as feasible, subject to regulatory and board approval.

“We are making progress on key initiatives, including further improving our cost structure and restructuring our organization to enhance our competitiveness,” said Ed Breen, Chair and CEO of DuPont. “In this pivotal year for DuPont we have three priorities: deliver operating earnings growth while positioning our businesses to compete successfully over the long term; continue to improve our capital allocation and working capital performance; and complete the proposed merger of equals with Dow.  Our merger process is on track. We are meeting key milestones and have begun our planning to create three strong, highly focused, independent businesses in agriculture, material science and specialty products.”

3

Global Consolidated Net Sales - 4th Quarter and Full Year
 
 
Three Months Ended
 
 
 
 
 
 
December 31, 2015
Percentage Change Due to:
(Dollars in millions)
 
$
 
% Change
 
Local Price and Product Mix
 
Currency
 
Volume
 
Portfolio/Other
U.S. & Canada
 
$
1,884

 
(4
)
 
(2
)
 
—

 
(1
)
 
(1
)
EMEA*
 
1,193

 
(16
)
 
(1
)
 
(12
)
 
(2
)
 
(1
)
Asia Pacific
 
1,417

 
(5
)
 
(3
)
 
(4
)
 
—

 
2

Latin America
 
805

 
(18
)
 
5

 
(23
)
 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Total Consolidated Net Sales
 
$
5,299

 
(9
)
 
—

 
(8
)
 
(1
)
 
—


 
 
Twelve Months Ended
 
 
 
 
 
 
December 31, 2015
Percentage Change Due to:
(Dollars in millions)
 
$
 
% Change
 
Local Price and Product Mix
 
Currency
 
Volume
 
Portfolio/Other
U.S. & Canada
 
$
10,755

 
(6
)
 
(2
)
 
(1
)
 
(2
)
 
(1
)
EMEA*
 
6,043

 
(17
)
 
2

 
(15
)
 
(2
)
 
(2
)
Asia Pacific
 
5,617

 
(9
)
 
(2
)
 
(3
)
 
(2
)
 
(2
)
Latin America
 
2,715

 
(23
)
 
2

 
(15
)
 
(9
)
 
(1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Consolidated Net Sales
 
$
25,130

 
(12
)
 
—

 
(7
)
 
(3
)
 
(2
)
 
 
 
 
 
 
 
 
 
 
 
 
 
* Europe, Middle East & Africa
 
 
 
 
 
 
 
 
 
 
 
 

Segment Net Sales - 4th Quarter and Full Year
 
 
Three Months Ended
 
 
 
 
December 31, 2015
Percentage Change Due to:
(Dollars in millions)
 
$
 
% Change
 
Local Price and Product Mix
 
Currency
 
Volume
 
Portfolio/Other
Agriculture
 
$
1,550

 
(11
)
 
6

 
(16
)
 
—

 
(1
)
Electronics & Communications
 
493

 
(14
)
 
(4
)
 
(2
)
 
(8
)
 
—

Industrial Biosciences
 
301

 
(6
)
 
(1
)
 
(5
)
 
—

 
—

Nutrition & Health
 
807

 
(4
)
 
—

 
(8
)
 
4

 
—

Performance Materials
 
1,284

 
(11
)
 
(6
)
 
(5
)
 
(1
)
 
1

Safety & Protection
 
864

 
(8
)
 
(1
)
 
(3
)
 
(4
)
 
—

Other
 
—

 
 
 
 
 
 
 
 
 
 
Consolidated Net Sales
 
5,299

 
(9
)
 
—

 
(8
)
 
(1
)
 
—



4

 
 
Twelve Months Ended
 
 
 
 
December 31, 2015
Percentage Change Due to:
(Dollars in millions)
 
$
 
% Change
 
Local Price and Product Mix
 
Currency
 
Volume
 
Portfolio/Other
Agriculture
 
$
9,798

 
(13
)
 
3

 
(9
)
 
(6
)
 
(1
)
Electronics & Communications
 
2,070

 
(13
)
 
(4
)
 
(2
)
 
(7
)
 
—

Industrial Biosciences
 
1,171

 
(6
)
 
(3
)
 
(6
)
 
3

 
—

Nutrition & Health
 
3,256

 
(8
)
 
—

 
(9
)
 
2

 
(1
)
Performance Materials
 
5,305

 
(12
)
 
(4
)
 
(6
)
 
1

 
(3
)
Safety & Protection
 
3,527

 
(9
)
 
—

 
(4
)
 
(1
)
 
(4
)
Other
 
3

 
 
 
 
 
 
 
 
 
 
Consolidated Net Sales
 
25,130

 
(12
)
 
—

 
(7
)
 
(3
)
 
(2
)

Operating Earnings - 4th Quarter and Full Year
 
 
 
 
 
 
 Change vs. 2014
(Dollars in millions)
 
4Q15
 
4Q14
 
$
 
%
Agriculture
 
$
(54
)
 
$
134

 
$
(188
)
 
-140
 %
Electronics & Communications
 
87

 
92

 
(5
)
 
-5
 %
Industrial Biosciences
 
55

 
44

 
11

 
25
 %
Nutrition & Health
 
85

 
79

 
6

 
8
 %
Performance Materials
 
281

 
326

 
(45
)
 
-14
 %
Safety & Protection
 
182

 
205

 
(23
)
 
-11
 %
Other
 
(83
)
 
(92
)
 
9

 
10
 %
Total segment operating earnings (1)
 
553

 
788

 
(235
)
 
-30
 %
 
 
 
 
 
 
 
 

Exchange gains (losses) (2)
 
(24
)
 
152

 
(176
)
 
nm

Corporate expenses (1)
 
(160
)
 
(134
)
 
(26
)
 
19
 %
Interest expense
 
(82
)
 
(87
)
 
5

 
-6
 %
Operating earnings before income taxes
 
287

 
719

 
(432
)
 
-60
 %
 
 
 
 
 
 
 
 

Provision for income taxes on operating earnings
 
(51
)
 
(200
)
 
149

 


Less: Net (loss) attributable to noncontrolling interests
 
(3
)
 
—

 
(3
)
 

Operating earnings
 
$
239

 
$
519

 
$
(280
)
 
-54
 %
 
 
 
 
 
 
 
 

Operating earnings per share
 
$
0.27

 
$
0.57

 
$
(0.30
)
 
-53
 %


5

 
 
 
 
 
 
 Change vs. 2014
(Dollars in millions)
 
YTD 2015
 
YTD 2014
 
$
 
%
Agriculture
 
$
1,646

 
$
2,352

 
$
(706
)
 
-30
 %
Electronics & Communications
 
359

 
336

 
23

 
7
 %
Industrial Biosciences
 
203

 
192

 
11

 
6
 %
Nutrition & Health
 
373

 
369

 
4

 
1
 %
Performance Materials
 
1,216

 
1,267

 
(51
)
 
-4
 %
Safety & Protection
 
704

 
772

 
(68
)
 
-9
 %
Other
 
(258
)
 
(256
)
 
(2
)
 
-1
 %
Total segment operating earnings (1)
 
4,243

 
5,032

 
(789
)
 
-16
 %
 
 
 
 
 
 
 
 
 
Exchange gains (losses) (1), (2)
 
93

 
254

 
(161
)
 
nm

Corporate expenses (1)
 
(573
)
 
(677
)
 
104

 
-15
 %
Interest expense (1)
 
(322
)
 
(377
)
 
55

 
-15
 %
Operating earnings before income taxes
 
3,441

 
4,232

 
(791
)
 
-19
 %
 
 
 
 
 
 
 
 
 
Provision for income taxes on operating earnings
 
(932
)
 
(1,112
)
 
180

 
 
Less: Net income attributable to noncontrolling interests
 
6

 
10

 
(4
)
 
 
Operating earnings
 
$
2,503

 
$
3,110

 
$
(607
)
 
-20
 %
 
 
 
 
 
 
 
 
 
Operating earnings per share
 
$
2.77

 
$
3.36

 
$
(0.59
)
 
-18
 %
 
 
 
 
 
 
 
 
 
(1)  See Schedules B and C for listing of significant items and their impact by segment.
(2)  See Schedule D for additional information on exchange gains and losses.
The following is a summary of business results for each of the company’s reportable segments comparing fourth quarter with the prior year, unless otherwise noted.

Agriculture - An operating loss of $54 million resulted in $188 million lower operating earnings as increases in local price and cost reductions and continued productivity improvements were more than offset by a $139 million negative currency impact and about a $30 million negative impact from the continued shutdown of the LaPorte manufacturing facility. Prior year results benefitted from a timing impact from performance-based compensation adjustments and $36 million in gains from portfolio actions. Excluding the impact of currency, the segment would have reported operating earnings of $85 million.
Electronics & Communications - Operating earnings of $87 million decreased $5 million, or 5 percent, as cost reductions and continued productivity improvements were more than offset by competitive pressures impacting Solamet® paste. Excluding the impact of currency, operating earnings would have decreased by about 10 percent.
Industrial Biosciences - Operating earnings of $55 million increased $11 million, or 25 percent, as benefits from cost reductions and continued productivity improvements were partially offset by a $2 million negative impact from currency and slightly lower pricing. Operating margins improved 450 basis points. Excluding the impact of currency, operating earnings would have increased 30 percent.
Nutrition & Health - Operating earnings of $85 million increased $6 million, or 8 percent, as cost reductions, continued productivity improvements and broad-based volume growth led by probiotics, cultures, and ingredient systems, more than offset the absence of an $18 million gain on termination of a distribution agreement in the prior year and a $12 million negative currency impact. Excluding the impact of currency, operating earnings would have increased by about 23 percent.



6

Performance Materials - Operating earnings of $281 million decreased $45 million, or 14 percent. Cost reductions, continued productivity improvements and increased demand for Performance Polymers in global automotive markets, were more than offset by lower ethylene price and volume and $19 million of negative currency impact. Operating earnings included a $33 million benefit from the sale of a business and tax benefits associated with a manufacturing site. Excluding the impact of currency, operating earnings would have decreased by about 8 percent.
Safety & Protection - Operating earnings of $182 million decreased $23 million, or 11 percent. Cost reductions and productivity improvements were more than offset by lower demand and a $2 million negative currency impact. Volume declines in Nomex® thermal-resistant fiber, Kevlar® high-strength material and Sustainable Solutions offerings were driven by weakness in the oil and gas industry and in military spending. Excluding the impact of currency, operating earnings would have decreased by about 10 percent.

2016 Outlook
Current difficult global economic conditions in agriculture and slower growth in emerging markets are expected to continue, challenging the company’s sales growth in 2016. The company expects 2016 operating earnings of $2.95 to $3.10 per share, including an expected benefit of $0.64 per share from the 2016 global cost savings and restructuring plan. The increase in the expected benefit results from identification of additional savings that will be delivered from the existing plans, including previously announced employee reduction estimates. The benefit from the 2016 global cost savings and restructuring plan will be weighted toward the second half of 2016 as specific actions continue to be implemented in the first and second quarters. 2016 operating earnings also includes approximately $0.30 per share of estimated negative currency impact due to the continued strengthening of the U.S. dollar, pressuring both the top and bottom line. A higher base tax rate, reflecting the expected geographic mix of earnings, is expected to negatively impact operating earnings by $0.05 - $0.10 per share. The currency impact is expected to be most significant in the first half of the year due to a further strengthening of the U.S dollar. Given the seasonality of the company’s operating earnings from Agriculture in the northern hemisphere, the company anticipates approximately two-thirds of the expected currency impact to occur in the first half of 2016. Excluding the impact of currency, the guidance for full-year operating earnings per share, including expected benefits from cost savings and share repurchases, represents a 17-23 percent increase year over year.

DuPont will hold a conference call and webcast on Tuesday, Jan. 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 9594983#.  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.


7


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 document contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,” “believes,” “intends,” “estimates,” “anticipates” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the company’s strategy for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures and financial results, and timing of, as well as expected benefits, including synergies, from proposed merger with The Dow Chemical Company and intended post-merger separations, are forward looking statements. 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.  The company undertakes no duty to update any forward-looking statements as a result of future developments or new information.


# # #
1/26/16




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



SCHEDULE A
 
 
 
 
 
 
 
 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
 
2015
 
2014
 
2015
 
2014
Net sales
$
5,299

 
$
5,849

 
$
25,130

 
$
28,406

Cost of goods sold
3,409

 
3,673

 
15,112

 
17,023

Other operating charges (1)
46

 
36

 
459

 
645

Selling, general and administrative expenses (1)
1,075

 
1,058

 
4,615

 
4,891

Research and development expense
483

 
467

 
1,898

 
1,958

Other income, net (1)
(145
)
 
(528
)
 
(697
)
 
(1,277
)
Interest expense (1)
82

 
87

 
342

 
377

Employee separation / asset related charges, net (1)
770

 
232

 
810

 
476

 
 
 
 
 
 
 
 
(Loss) Income from continuing operations before income taxes
(421
)
 
824

 
2,591

 
4,313

(Benefit from) Provision for income taxes on continuing operations (1)
(190
)
 
247

 
696

 
1,168

(Loss) Income from continuing operations after income taxes

(231
)
 
577

 
1,895

 
3,145

(Loss) Income from discontinued operations after income taxes

(25
)
 
106

 
64

 
491

 
 
 
 
 
 
 
 
Net (loss) income
(256
)
 
683

 
1,959

 
3,636

 
 
 
 
 
 
 
 
Less: Net (loss) income attributable to noncontrolling interests
(3
)
 
—

 
6

 
11

 
 
 
 
 
 
 
 
Net (loss) income attributable to DuPont
$
(253
)
 
$
683

 
$
1,953

 
$
3,625

 
 
 
 
 
 
 
 
Basic (loss) earnings per share of common stock:
 
 
 
 
 
 
 
Basic (loss) earnings per share of common stock from continuing operations

$
(0.26
)
 
$
0.63

 
$
2.10

 
$
3.42

Basic (loss) earnings per share of common stock from discontinued operations

(0.03
)
 
0.12

 
0.07

 
0.54

Basic (loss) earnings per share of common stock

$
(0.29
)
 
$
0.75

 
$
2.17

 
$
3.95

 
 
 
 
 
 
 
 
Diluted (loss) earnings per share of common stock:
 
 
 
 
 
 
 
Diluted (loss) earnings per share of common stock from continuing operations

$
(0.26
)
 
$
0.63

 
$
2.09

 
$
3.39

Diluted (loss) earnings per share of common stock from discontinued operations

(0.03
)
 
0.12

 
0.07

 
0.53

Diluted (loss) earnings per share of common stock (2)

$
(0.29
)
 
$
0.74

 
$
2.16

 
$
3.92

 
 
 
 
 
 
 
 
Dividends per share of common stock
$
0.38

 
$
0.47

 
$
1.72

 
$
1.84

 
 
 
 
 
 
 
 
Average number of shares outstanding used in earnings (loss) per share (EPS) calculation:
 
 
 
 
 
 
 
  Basic
876,500,000

 
906,339,000

 
893,992,000

 
914,752,000

  Diluted
881,727,000

 
913,650,000

 
899,527,000

 
921,873,000

 
 
 
 
 
 
 
 
Reconciliation of Non-GAAP Measures
 
 
 
 
 
 
 
 
 
 
 
Summary of Earnings Comparison
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
(Loss) Income from continuing operations after income taxes (GAAP)
$
(231
)
 
$
577

 
(140
)%
 
$
1,895

 
$
3,145

 
(40
)%
Less: Significant items (charge) benefit included in income from continuing operations after income taxes (per Schedule B)
(411
)
 
79

 
 
 
(348
)
 
112

 
 
Non-operating pension/OPEB costs included in income from continuing operations after income taxes (3)
(56
)
 
(21
)
 
 
 
(266
)
 
(87
)
 
 
Net (loss) income attributable to noncontrolling interest from continuing operations
(3
)
 
—

 
 
 
6

 
10

 
 
Operating earnings (Non-GAAP)
$
239

 
$
519

 
(54
)%
 
$
2,503

 
$
3,110

 
(20
)%
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) Earnings per share from continuing operations (GAAP)
$
(0.26
)
 
$
0.63

 
(141
)%
 
$
2.09

 
$
3.39

 
(38
)%
Less: Significant items (charge) benefit included in EPS (per Schedule B)
(0.47
)
 
0.09

 
 
 
(0.39
)
 
0.12

 
 
Non-operating pension/OPEB costs included in EPS (3)
(0.06
)
 
(0.03
)
 
 
 
(0.29
)
 
(0.09
)
 
 
Operating EPS (Non-GAAP)
$
0.27

 
$
0.57

 
(53
)%
 
$
2.77

 
$
3.36

 
(18
)%
 
 
 
 
 
 
 
 
 
 
 
 

9
E.I. du Pont de Nemours and Company
Condensed Consolidated Balance Sheets
(Dollars in millions, except per share amounts)

SCHEDULE A (continued)
 
 
 
 
December 31,
2015
 
December 31,
2014
Assets
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
5,300

 
$
6,910

Marketable securities
 
906

 
124

Accounts and notes receivable, net
 
4,643

 
5,238

Inventories
 
6,140

 
6,787

Prepaid expenses
 
248

 
264

Deferred income taxes
 
518

 
532

Assets of discontinued operations
 
—

 
6,227

Total current assets
 
17,755

 
26,082

Property, plant and equipment, net of accumulated depreciation
   (December 31, 2015 - $14,346; December 31, 2014 - $13,765)
 
9,784

 
10,008

Goodwill
 
4,248

 
4,332

Other intangible assets
 
4,144

 
4,569

Investment in affiliates
 
688

 
762

Deferred income taxes
 
3,431

 
3,734

Other assets
 
1,116

 
1,003

Total
 
$
41,166

 
$
50,490

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
3,398

 
$
3,786

Short-term borrowings and capital lease obligations
 
1,165

 
1,422

Income taxes
 
210

 
534

Other accrued liabilities
 
5,580

 
5,596

Liabilities of discontinued operations
 
—

 
2,467

Total current liabilities
 
10,353

 
13,805

Long-term borrowings and capital lease obligations
 
7,642

 
9,233

Other liabilities
 
12,591

 
13,615

Deferred income taxes
 
380

 
459

Total liabilities
 
30,966

 
37,112

 
 
 
 
 
Commitments and contingent liabilities
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
Preferred stock
 
237

 
237

Common stock, $0.30 par value; 1,800,000,000 shares authorized;
   Issued at December 31, 2015 - 958,388,000; December 31, 2014 - 992,020,000
 
288

 
298

Additional paid-in capital
 
11,081

 
11,174

Reinvested earnings
 
14,510

 
16,894

Accumulated other comprehensive loss
 
(9,396
)
 
(8,556
)
Common stock held in treasury, at cost (87,041,000 shares at December 31, 2015 and December 31, 2014)
 
(6,727
)
 
(6,727
)
Total DuPont stockholders' equity
 
9,993

 
13,320

Noncontrolling interests
 
207

 
58

Total equity
 
10,200

 
13,378

Total
 
$
41,166

 
$
50,490


10
E.I. du Pont de Nemours and Company
Condensed Consolidated Statement of Cash Flows
(Dollars in millions)


SCHEDULE A (continued)
 
 
Twelve Months Ended
December 31,
 
2015
 
2014
Total Company
 
 
 
Net income
$
1,959

 
$
3,636

Adjustments to reconcile net income to cash used for operating activities:
 
 
 
Depreciation
1,104

 
1,254

Amortization of intangible assets
362

 
363

Net periodic pension benefit cost
591

 
406

Contributions to pension plans
(308
)
 
(311
)
Gain on sale of businesses
(59
)
 
(726
)
Other operating activities - net
253

 
366

Change in operating assets and liabilities - net
(1,586
)
 
(1,276
)
Cash provided by operating activities
2,316

 
3,712

 
 
 
 
Investing activities
 
 
 
Purchases of property, plant and equipment
(1,629
)
 
(2,020
)
Investments in affiliates
(76
)
 
(42
)
Payments for businesses - net of cash acquired
(152
)
 
—

Proceeds from sales of businesses - net
139

 
1,058

Proceeds from sales of assets - net
17

 
34

Net (increase) decrease in short-term financial instruments
(776
)
 
14

Foreign currency exchange contract settlements
615

 
430

Other investing activities - net
34

 
189

Cash used for investing activities
(1,828
)
 
(337
)
 
 
 
 
Financing activities
 
 
 
Dividends paid to stockholders
(1,546
)
 
(1,696
)
Net increase (decrease) in borrowings
2,141

 
(1,701
)
Prepayments / repurchase of common stock
(2,353
)
 
(2,000
)
Proceeds from exercise of stock options
274

 
327

Payment for noncontrolling interests
(1
)
 
—

Cash transferred to Chemours at spin-off
(250
)
 
—

Other financing activities - net
(88
)
 
(4
)
Cash used for financing activities
(1,823
)
 
(5,074
)
 
 
 
 
Effect of exchange rate changes on cash
(275
)
 
(332
)
 
 
 
 
Decrease in cash and cash equivalents
(1,610
)
 
(2,031
)
 
 
 
 
Cash and cash equivalents at beginning of period
6,910

 
8,941

 
 
 
 
Cash and cash equivalents at end of period
$
5,300

 
$
6,910

 
 
 
 
Reconciliation of Non-GAAP Measure
 
 
 
Calculation of Free Cash Flow
 
 
 
 
Twelve Months Ended
December 31,
 
2015
 
2014
Cash provided by operating activities
$
2,316

 
$
3,712

Purchases of property, plant and equipment
(1,629
)
 
(2,020
)
Free cash flow
$
687

 
$
1,692

 
 
 
 
(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) Year to date December 31, 2015 includes a $23 after-tax exchange loss on foreign pension balances.

11
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)
 
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
1st Quarter
 
 
 
 
 
 
 
 
 
 
 
Separation transaction costs (1)
$
(12
)
 
$
(3
)
 
$
(11
)
 
$
(2
)
 
$
(0.01
)
 
$
—

Customer claims recovery (4)
35

 
—

 
22

 
—

 
0.02

 
—

Asset impairment charge (5)
(37
)
 
—

 
(30
)
 
—

 
(0.03
)
 
—

Ukraine devaluation (6)
(40
)
 
—

 
(38
)
 
—

 
(0.04
)
 
—

1st Quarter - Total
$
(54
)
 
$
(3
)
 
$
(57
)
 
$
(2
)
 
$
(0.06
)
 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
2nd Quarter
 
 
 
 
 
 
 
 
 
 
 
Separation transaction costs (1)
$
(25
)
 
$
(4
)
 
$
(38
)
 
$
(4
)
 
$
(0.04
)
 
$
(0.01
)
Restructuring charges, net (2)
(2
)
 
(244
)
 
(2
)
 
(168
)
 
—

 
(0.18
)
Litigation settlement (3)
112

 
—

 
72

 
—

 
0.08

 
—

Venezuela devaluation(7)
—

 
(58
)
 
—

 
(57
)
 
—

 
(0.06
)
Gain on sale of business (8)
—

 
391

 
—

 
273

 
—

 
0.30

2nd Quarter - Total
$
85

 
$
85

 
$
32

 
$
44

 
$
0.04

 
$
0.05

 
 
 
 
 
 
 
 
 
 
 
 
 
3rd Quarter
 
 
 
 
 
 
 
 
 
 
 
Separation transaction costs (1)
$
(9
)
 
$
(10
)
 
$
(6
)
 
$
(9
)
 
$
(0.01
)
 
$
(0.01
)
Customer claims recovery (4)
147

 
—

 
94

 
—

 
0.11

 
—

3rd Quarter - Total
$
138

 
$
(10
)
 
$
88

 
$
(9
)
 
$
0.10

 
$
(0.01
)
 
 
 
 
 
 
 
 
 
 
 
 
4th Quarter
 
 
 
 
 
 
 
 
 
 
 
Merger related costs(9)
$
(10
)
 
—

 
$
(7
)
 
—

 
$
(0.01
)
 
—

Separation transaction costs (1)
$
—

 
$
(16
)
 
$
—

 
$
(10
)
 
$
—

 
$
(0.01
)
Restructuring charges, net (2)
$
(775
)
 
(297
)
 
$
(508
)
 
(199
)
 
$
(0.58
)
 
(0.21
)
Litigation settlement (3)
$
33

 
—

 
$
21

 
—

 
$
0.02

 
—

Customer claims adjustment/recovery (4)
$
130

 
210

 
$
83

 
134

 
$
0.10

 
0.14

Gain on sale of business (8)
$
—

 
240

 
$
—

 
154

 
$
—

 
0.17

4th Quarter - Total
$
(622
)
 
$
137

 
$
(411
)
 
$
79

 
$
(0.47
)
 
$
0.09

 
 
 
 
 
 
 
 
 
 
 
 
Year-to-date Total(10)
$
(453
)
 
$
209

 
$
(348
)
 
$
112

 
$
(0.39
)
 
$
0.12









12
E.I. du Pont de Nemours and Company
Schedule of Significant Items from Continuing Operations
(Dollars in millions, except per share amounts)



SCHEDULE B (continued)
 
(1)
Third quarter and first quarter 2015 included charges of $(9) and $(12), respectively, recorded in other operating charges associated with transaction costs related to the separation of the Performance Chemicals segment. Second quarter 2015 included charges of $(25) associated with transaction costs related to the separation of the Performance Chemicals segment consisting of $(5) recorded in other operating charges and $(20) recorded in interest expense. Second quarter 2015 also includes a tax charge of $(17) due to a state tax rate change associated with the separation.
 
Fourth, third, second and first quarter 2014 included charges of $(16), $(10), $(4) and $(3), respectively, recorded in other operating charges associated with transaction costs related to the separation of the Performance Chemicals segment.

 
 
(2)
Fourth quarter 2015 included a $(798) restructuring charge consisting of $(793) recorded in employee separation/asset related charges, net and $(5) recorded in other income, net associated with structural actions across all businesses and staff functions globally to operate more efficiently by further consolidating businesses and aligning staff functions more closely with them. The charge included $(656) of severance and related benefit costs, $(109) of asset related charges, and $(33) of contract termination costs. Pre-tax charges by segment are: Agriculture - $(161), Electronics & Communications - $(93), Industrial Biosciences - $(51), Nutrition & Health - $(47), Performance Materials - $(61), Safety & Protection - $(53), Other - $(2), and Corporate expenses - $(330).
 

 
Fourth and Second quarter 2015 included a $23 and $(2) restructuring benefit (charge) recorded in employee separation/asset related charges, net, respectively, associated with the 2014 restructuring program. These adjustments were primarily due to the identification of additional projects in certain segments, offset by lower than estimated individual severance costs and workforce reductions achieved through non-severance programs. The net reduction impacted segment earnings as follows: Agriculture - $(3), Electronics & Communications - $15, Industrial Biosciences - $(1), Nutrition & Health - $(3), Performance Materials - $(1), Safety & Protection $4, Other - $(1), and Corporate expenses - $11.
 
As a result of the company's plan to reduce residual costs associated with the separation of the Performance Chemicals segment and to improve productivity across all businesses and functions, fourth quarter and second quarter 2014 included $(297) and $(244) restructuring charges, respectively. The charges include $(301) of severance and related benefit costs, $(17) of other non-personnel charges, and $(223) of asset related charges, including $(65) of charges associated with the restructuring actions of a joint venture. The fourth quarter charge consisted of $(232) recorded in employee separation/asset related charges, net, and $(65) recorded in other income, net. The second quarter charge was recored to employee separation/asset related charges, net. Fourth quarter 2014 pre-tax charges by segment were: Agriculture - $(87), Electronics & Communications - $(16), Industrial Biosciences - $(11), Nutrition & Health - $(7), Performance Materials - $(70), Safety & Protection - $(21), Other - $(8), and Corporate expenses - $(77). Second quarter pre-tax charges by segment are: Agriculture - $(47), Electronics & Communications - $(68), Industrial Biosciences - $(2), Nutrition & Health - $(8), Performance Materials - $(29), Safety & Protection - $(31), Other - $(2), and Corporate expenses - $(57).
 
 
(3)
Fourth quarter and second quarter 2015 included gains of $33 and $112, respectively, net of legal expenses, recorded in other income, net related to the company's settlement of a legal claim. This matter relates to the Safety & Protection segment.
 
 
(4)
Fourth quarter 2015 included a benefit of $130 in other operating charges for reduction in accrual for customer claims related to the use of the Agriculture segment’s Imprelis® herbicide. At December 31, 2015, the company had an accrual balance of $41 which represents the company’s best estimate associated with resolving the remaining claims for this matter.
The company recorded net insurance recoveries of $147 and $35 in other operating charges in the third and first quarter 2015, respectively, and $210 in the fourth quarter of 2014 for recovery of costs for customer claims related to the use of the Imprelis® herbicide.


 
 
(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.

 
 
(7)
Second quarter 2014 included a charge of $(58) recorded in other income, net associated with remeasuring the company's Venezuelan net monetary assets from the official exchange rate to the SICAD II exchange system.
 
 
(8)
Fourth quarter 2014 included a gain of $240 recorded in other income, net associated with the sale of copper fungicides and land management businesses, both within the Agriculture segment. Second quarter 2014 included a gain of $391 recorded in other income, net associated with the sale of Glass Laminating Solutions/Vinyls in the Performance Materials segment.
 
 
(9)
Fourth quarter 2015 included charges of $(10) recorded in selling, general and administrative expenses related to transaction costs associated with the planned merger with the Dow Chemical Company announced on December 11, 2015.
 
 
(10)
Earnings per share for the year may not equal the sum of quarterly earnings per share due to the changes in average share calculations.


13
E.I. du Pont de Nemours and Company
Consolidated Segment Information
(Dollars in millions)

SCHEDULE C
 
 
 
 
 
 
 
 
 
 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
SEGMENT NET SALES
 
2015
 
2014
 
2015
 
2014
Agriculture
 
$
1,550

 
$
1,732

 
$
9,798

 
$
11,296

Electronics & Communications
 
493

 
571

 
2,070

 
2,381

Industrial Biosciences
 
301

 
319

 
1,171

 
1,244

Nutrition & Health
 
807

 
843

 
3,256

 
3,529

Performance Materials
 
1,284

 
1,441

 
5,305

 
6,059

Safety & Protection
 
864

 
942

 
3,527

 
3,892

Other
 
—

 
1

 
3

 
5

Consolidated net sales
 
$
5,299

 
$
5,849

 
$
25,130

 
$
28,406

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
SEGMENT OPERATING EARNINGS
 
2015
 
2014
 
2015
 
2014
Agriculture
 
$
(54
)
 
$
134

 
$
1,646

 
$
2,352

Electronics & Communications
 
87

 
92

 
359

 
336

Industrial Biosciences
 
55

 
44

 
203

 
192

Nutrition & Health
 
85

 
79

 
373

 
369

Performance Materials
 
281

 
326

 
1,216

 
1,267

Safety & Protection
 
182

 
205

 
704

 
772

Other
 
(83
)
 
(92
)
 
(258
)
 
(256
)
Total segment operating earnings
 
553

 
788

 
4,243

 
5,032

Corporate expenses
 
(160
)
 
(134
)
 
(573
)
 
(677
)
Interest expense
 
(82
)
 
(87
)
 
(322
)
 
(377
)
Operating earnings before income taxes and exchange gains (losses)
 
311

 
567

 
3,348

 
3,978

Net exchange gains (losses) (1)
 
(24
)
 
152

 
93

 
254

Operating earnings before income taxes (Non-GAAP)
 
$
287

 
$
719

 
$
3,441

 
$
4,232

Non-operating pension/OPEB costs
 
(86
)
 
(32
)
 
(397
)
 
(128
)
Total significant items before income taxes
 
(622
)
 
137

 
(453
)
 
209

(Loss) Income from continuing operations before income taxes
 
$
(421
)
 
$
824

 
$
2,591

 
$
4,313

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
SIGNIFICANT ITEMS BY SEGMENT (PRE-TAX) (2)
 
2015
 
2014
 
2015
 
2014
Agriculture
 
$
(30
)
 
$
363

 
$
148

 
$
316

Electronics & Communications
 
(89
)
 
(16
)
 
(78
)
 
(84
)
Industrial Biosciences
 
(51
)
 
(11
)
 
(52
)
 
(13
)
Nutrition & Health
 
(46
)
 
(7
)
 
(50
)
 
(15
)
Performance Materials
 
(60
)
 
(70
)
 
(62
)
 
292

Safety & Protection
 
(17
)
 
(21
)
 
96

 
(52
)
Other
 
—

 
(8
)
 
(40
)
 
(10
)
Total significant items by segment
 
(293
)
 
230

 
(38
)
 
434

Corporate expenses
 
(329
)
 
(93
)
 
(355
)
 
(167
)
Interest expense
 
—

 
—

 
(20
)
 
—

Net exchange gains (losses)
 
—

 
—

 
(40
)
 
(58
)
Total significant items before income taxes
 
$
(622
)
 
$
137

 
$
(453
)
 
$
209



14
E.I. du Pont de Nemours and Company
Consolidated Segment Information
(Dollars in millions)


SCHEDULE C (continued)
 
 
 
 
 
 
 
 
 
 
Reconciliation of Segment Operating Earnings excluding the impact of currency (Non-GAAP)
 
 
 
 
Segment operating earnings 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
December 31, 2014

 
Three Months Ended
December 31, 2015

 
 
Segment Operating Earnings
 
Segment Operating Earnings
 
Impact of Currency
 
Segment Operating Earnings Excluding Currency
 
% Change
Agriculture
 
$
134

 
$
(54
)
 
$
(139
)
 
$
85

 
(37
)%
Electronics & Communications
 
92

 
87

 
4

 
83

 
(10
)
Industrial Biosciences
 
44

 
55

 
(2
)
 
57

 
30

Nutrition & Health
 
79

 
85

 
(12
)
 
97

 
23

Performance Materials
 
326

 
281

 
(19
)
 
300

 
(8
)
Safety & Protection
 
205

 
182

 
(2
)
 
184

 
(10
)
Other
 
(92
)
 
(83
)
 
—

 
(83
)
 
10

Total segment operating earnings
 
$
788

 
$
553

 
$
(170
)
 
$
723

 
(8
)%
 
 
 
 
 
 
 
 
 
 
 
(1)  See Schedule D for additional information on exchange gains and losses.  Year to date December 31, 2015 exchange gains, on an operating earnings basis (Non-GAAP), excludes the impact of a $23 exchange loss on non-operating pension.
(2)  See Schedule B for detail of significant items.


15
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
December 31,
 
Twelve Months Ended
December 31,
 
 
 
2015
 
2014
 
2015
 
2014
(Loss) Income from continuing operations before income taxes
 
$
(421
)
 
$
824

 
$
2,591

 
$
4,313

Add: Significant items charge (benefit) before income taxes
 
622

 
(137
)
 
453

 
(209
)
Add: Non-operating pension/OPEB costs (1)
 
86

 
32

 
397

 
128

Operating earnings before income taxes
 
$
287

 
$
719

 
$
3,441

 
$
4,232

Less: Net (loss) income attributable to noncontrolling interests from continuing operations
 
(3
)
 
—

 
6

 
10

Add: Interest expense
 
 
82

 
87

 
322

 
377

Adjusted EBIT from operating earnings
 
372

 
806

 
3,757

 
4,599

Add: Depreciation and amortization
 
303

 
316

 
1,338

 
1,366

Adjusted EBITDA from operating earnings
 
$
675

 
$
1,122

 
$
5,095

 
$
5,965

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Operating Earnings Per Share (EPS) Outlook
 
 
 
 
The reconciliation below represents the company's outlook on an operating earnings basis, defined as income from continuing operations excluding significant items and non-operating pension/OPEB costs. The 2016 Operating EPS excludes merger related costs.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31,
 
 
 
 
 
 
 
2016 Outlook
 
2015 Actual
Operating EPS (Non-GAAP)
 
 
 
 
 
 
$ 2.95 - 3.10

 
$
2.77

 
 
 
 
 
 
 
 
 
 
Significant items
 
 
 
 
 
 
 
 
 
Separation transaction costs
 
 
 
 


 
—

 
(0.06
)
Merger related costs
 
 
 
 
 
 
—

 
(0.01
)
Gain on sale of business
 
 
 
 
 
 
—

 
—

Restructuring charge, net
 
 
 
 


 
—

 
(0.58
)
Venezuela devaluation
 
 
 
 
 
 
—

 
—

Customer claims recovery
 
 
 
 
 
 
—

 
0.23

Litigation settlement
 
 
 
 
 
 
—

 
0.10

Asset impairment charge
 
 
 
 
 
 
—

 
(0.03
)
Ukraine devaluation
 
 
 
 
 
 
—

 
(0.04
)
 
 
 
 
 
 
 
 
 
 
Non-operating pension/OPEB costs - estimate(2)
 
 
 
 
 
 
(0.15
)
 
(0.29
)
 
 
 
 
 
 
 
 
 
 
EPS from continuing operations (GAAP)
 
 
 
 
 
 
$ 2.80 - 2.95

 
$
2.09

 
 
 
 
 
 
 
 
 
 


16
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 (3)
 
 
 
 
 
 
 
 
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
December 31,
 
Twelve Months Ended
December 31,
 
 
2015
 
2014
 
2015
 
2014
Subsidiary Monetary Position Gain (Loss)
 
 
 
 
 
 
 
 
Pre-tax exchange losses
 
$
(23
)
 
$
(168
)
 
$
(320
)
 
$
(353
)
Local tax expenses
 
(44
)
 
(75
)
 
(70
)
 
(208
)
Net after-tax impact from subsidiary exchange losses
 
$
(67
)
 
$
(243
)
 
$
(390
)
 
$
(561
)
 
 
 
 
 
 
 
 
 
Hedging Program Gain (Loss)
 
 
 
 
 
 
 
 
Pre-tax exchange (losses) gains
 
$
(1
)
 
$
320

 
$
413

 
$
607

Tax expenses
 
—

 
(112
)
 
(150
)
 
(212
)
Net after-tax impact from hedging program exchange (losses) gains
 
$
(1
)
 
$
208

 
$
263

 
$
395

 
 
 
 
 
 
 
 
 
Total Exchange Gain (Loss)
 
 
 
 
 
 
 
 
Pre-tax exchange (losses) gains (4)
 
$
(24
)
 
$
152

 
$
93

 
$
254

Tax expenses
 
(44
)
 
(187
)
 
(220
)
 
(420
)
Net after-tax exchange losses
 
$
(68
)
 
$
(35
)
 
$
(127
)
 
$
(166
)
 
 
 
 
 
 
 
 
 
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
December 31,
 
Twelve Months Ended
December 31,
 
 
2015
 
2014
 
2015
 
2014
(Loss) Income from continuing operations before income taxes
 
$
(421
)
 
$
824

 
$
2,591

 
$
4,313

Add: Significant items - charge (benefit) (3)
 
622

 
(137
)
 
453

 
(209
)
           Non-operating pension/OPEB costs (1)
 
86

 
32

 
397

 
128

Less: Net exchange (losses) gains (4)
 
(24
)
 
152

 
93

 
254

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

$
311

 
$
567

 
$
3,348

 
$
3,978

 
 
 
 
 
 
 
 
 
(Benefit) Provision for income taxes on continuing operations
 
$
(190
)
 
$
247

 
$
696

 
$
1,168

Add: Tax benefits (expenses) on significant items
 
211

 
(58
)
 
105

 
(97
)
          Tax benefits on non-operating pension/OPEB costs
 
30

 
11

 
131

 
41

          Tax expenses on exchange gains/losses
 
(44
)
 
(187
)
 
(220
)
 
(420
)
Provision for income taxes on continuing earnings, excluding exchange gains (losses)
$
7

 
$
13

 
$
712

 
$
692

 
 
 
 
 
 
 
 
 
Effective income tax rate
 
45.1
 %
 
30.0
 %
 
26.9
 %
 
27.1
 %
Significant items effect and non-operating pension/OPEB costs effect
 
(27.3
)%
 
(2.2
)%
 
0.2
 %
 
(0.8
)%
Tax rate, from continuing operations before significant items and non-operating pension/OPEB costs
17.8
 %
 
27.8
 %
 
27.1
 %
 
26.3
 %
Exchange gains (losses) effect
 
(15.5
)%
 
(25.5
)%
 
(5.8
)%
 
(8.9
)%
Base income tax rate from continuing operations
 
2.3
 %
 
2.3
 %
 
21.3
 %
 
17.4
 %
 
 
 
 
 
 
 
 
 
(1) Year to date December 31, 2015, non-operating pension/OPEB costs includes a $23 exchange loss on foreign pension balances.

(2)  The 2016 estimate for non-operating pension/OPEB costs does not include expected settlement losses and curtailment gains as a result of actions associated with the 2016 global cost savings and restructuring plan.

(3)  See Schedule B for detail of significant items.

(4) Year to date December 31, 2015 exchange gains, on an operating earnings basis (Non-GAAP), excludes a $23 exchange loss on non-operating pension.


Conference Call DuPont Fourth-Quarter and Full-Year 2015 Earnings January 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 document contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,” “believes,” “intends,” “estimates,” “anticipates” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the company’s strategy for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures and financial results, and timing of, as well as expected benefits, including synergies, from proposed merger with The Dow Chemical Company and intended post-merger separations, are forward looking statements. 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. The company undertakes no duty to update any forward-looking statements as a result of future developments or new information. 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.

 
4Q and YTD 2015 Financial Results $ in millions, except EPS 2 4Q15 vs. 4Q14 FY15 vs. FY14 EPS Operating earnings* $0.27 (53%) $2.77 (18%) Operating earnings, ex currency* $0.44 (23%) $3.48 4% GAAP (loss) earnings ($0.26) (141%) $2.09 (38%) Segment Operating Earnings* $553 (30%) $4,243 (16%) 4Q15 vs. 4Q14 FY15 vs. FY14 Consolidated Net Sales $5,299 (9%) $25,130 (12%) Currency Impact (8%) (7%) Portfolio - (2%) Local Price & Product Mix - - Volume (1%) (3%) * See appendix for reconciliations of Non-GAAP measures

 
4Q 2015 Operating EPS* Variance 3 * See appendix for details of significant items and reconciliation of Non-GAAP measures  A higher tax rate as a result of a shift in geographic mix of earnings negatively impacted results by $0.03 per share.  Net after-tax exchange gains (losses) were a $0.04 per share headwind in the quarter primarily due to the devaluation in Argentina.  Segment results, including a $0.17 per share negative impact from currency, declined due to industry wide challenges in Ag markets, particularly in Brazil, and continued weakness in emerging markets.  Changes in corporate expense, interest, and share count in aggregate had no impact on the quarterly results. Key Factors $0.57 ($.03) ($.04) ($.04) $0.27 4Q14 Tax Rate EGL Segment Results 4Q15 Operating EPS* Operating EPS* Currency ($0.17) ($.23)

 
Collaboration Speeds Innovation 2013 Highlights Global Net Sales – Regional Highlights 4 U.S. & Canada 35% Developing EMEA 8% Developed EMEA 15% Developing Asia 16% Developed Asia 11% Latin America 15% 4Q 2015 Net Sales by Region 4Q 2014 Net Sales by Region U.S. & Canada 34% Developing EMEA 8% Developed EMEA 16% Developing Asia 16% Developed Asia 10% Latin America 16%  Shifts mainly reflect the impact of currency movements, particularly the Brazilian Real versus the U.S. Dollar, and weakness in Agriculture markets

 
4Q 2015 Segment Operating Earnings* Variance ($ in millions) 5 * See appendix for details of significant items and reconciliation of Non-GAAP Measures  Industrial Biosciences results increased as benefits from cost reductions were partially offset by a negative impact from currency and slightly lower pricing.  Other reflects decreased costs associated with precommercial programs.  Nutrition & Health increased on cost reductions, continued productivity and volume growth, primarily in probiotics, cultures and ingredient systems, more than offset the absence of an $18 million gain on termination of a distribution agreement in the prior year and negative currency impact.  Electronics & Communications earnings declined as cost reductions and continued productivity were more than offset by competitive pressures in Solamet® paste.  Cost reductions and continued productivity in Safety & Protection were more than offset by lower demand from the oil and gas industry, delays in military spending and the impact of currency.  Cost reductions, continued productivity and increased demand in Performance Polymers, in Performance Materials were more than offset by lower ethylene price and volume and negative currency impact. Operating earnings included a $33 million benefit from the sale of a business and tax benefits associated with a manufacturing site.  Pricing gains, cost reductions and continued productivity in Agriculture were more than offset by the negative impact of currency and about a $30 million negative impact from the LaPorte shutdown. Prior year results benefitted from a timing impact from performance-based compensation adjustments and $36 million in gains from portfolio actions. Key Factors $11 $6 ($45) $9 ($188) ($23) ($5) 4Q14 IB Other N&H E&C S&P Perf Mat Ag 4Q15 $788 Segment Operating Earnings* $553 Segment Operating Earnings*

 
Balance Sheet and Cash December 31, 2015 6 Free Cash Flow • Includes ~$650 million decline related to Chemours separation • Year over year lower cash earnings from ongoing businesses Balance Sheet • $2.6 billion in net debt** • $2 billion share repurchase completed - 35 million shares retired 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 during open trading windows) 0.0 0.5 1.0 1.5 2.0 2014 2015 $ B il li o n s 0 4 8 12 16 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 $ 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 ($2,316MM) and ($3,712MM) less purchases of plant, property and equipment of $1,629MM and $2,020MM for the year ended December 31, 2015, and 2014, respectively. ** See appendix for reconciliation of Non-GAAP measures.

 
2013 Highlights Other Highlights 7 • Redesign initiative contributed incremental $0.10 per share to operating earnings in the quarter; delivered $0.40 per share in incremental savings for full year 2015 • 2016 Global Cost Savings and Restructuring Plan to generate $1.0B in cost savings on a run-rate basis, which represents about $730 million in cost reductions in 2016 versus prior year • $2 billion accelerated share repurchase program completed in 4Q • On December 11, 2015, DuPont and The Dow Chemical Company announced an all-stock merger of equals. The combined company will be named DowDuPont. The merger is expected to close in the second half of 2016, subject to customary closing conditions, including regulatory approvals, and approval by both Dow and DuPont shareholders • Announced first-quarter 2016 dividend of $0.38 per share

 
2016 Assumptions 8 Key Market Summary Macroeconomic Outlook • Ag sector remains challenged ⁻ Continued decline in farmer net income ⁻ Commodity prices at low end of normal range • Global light vehicle builds expected to rise 3% • Emerging markets weakening • Dollar stronger against most currencies • Global GDP 2% • Industrial Production 2% ⁻ U.S. manufacturing challenged by weakening global demand, energy and stronger U.S dollar ⁻ Europe manufacturing expanding and improving ⁻ China slowing, continued shift to services

 
Full Year 2016 Expectations and Outlook 9 • Net sales down low-single-digits versus prior year due to impact of currency and continued challenges in agriculture and emerging markets; excluding currency, sales about even with prior year • Operating EPS* $2.95 - $3.10 per share • Includes currency headwind of $0.30 per share • Includes tax headwind of $0.05 - $0.10 per share • Includes benefit from cost reductions of $0.64 per share from 2016 Global Cost Savings and Restructuring Program • Base tax rate 23% • Unfavorable versus prior year due to anticipated geographic mix of earnings • Capital Expenditures ~$1.1 billion • Items excluded from Operating Earnings*: • Non-operating pension expense ~$0.15 per share; decrease from 2015 due to discount rates • Transaction costs for merger of equals with Dow * See appendix for reconciliation of Non-GAAP measures

 
Industrial Biosciences 10 4Q13 4Q14 4Q15 0.0% 5.0% 10.0% 15.0% 20.0% 0 10 20 30 40 50 60 M a rg in $ in M ill io n s 4Q Comments • Sales – Down 6 percent on negative currency impact and slightly lower pricing. • Biomaterials pricing declined amid continued pressure from petroleum-based alternatives, partly offset by price increases from bioactives, including household and personal care and food. • Operating Earnings – Up 25 percent due to cost reductions and continued productivity, offsetting pricing and currency. Operating margins expanded 450 basis points. Excluding $2 million of negative currency impact, operating earnings would have increased by 30 percent. 1Q & FY Outlook • 1Q: Sales: Anticipate modest volume growth in bioactives to be offset by unfavorable currency, resulting in sales growth in the low single digits percent vs. last year. • Operating Earnings – Down by the mid single digit percent as cost reductions and continued productivity are expected to be more than offset by higher input costs and currency. • Full Year: Sales – up low single digits on stronger volume and price, partly offset by currency; bioactives volumes expected to benefit from new product introductions. Increased penetration in bakery. • Operating Earnings – flat with cost reductions offset by higher product costs and currency. *See appendix for reconciliation of non-GAAP measures. 4Q Operating Earnings* 4Q Sales Vol 0%, Local Price -1%, Currency -5%, Port./Other 0% 250 275 300 325 350 4Q14 Volume Local Price 4Q15 (ex-curr & portf.) Curr. Portf./ Other 4Q15 $ in M ill io n s 319 301

 
Nutrition & Health 11 *See appendix for reconciliation of non-GAAP measures. 4Q13 4Q14 4Q15 0% 3% 6% 9% 12% 0 20 40 60 80 100 M a rg in $ i n M il li o n s 4Q Comments • Sales – 4 percent lower as 4 percent higher volumes were more than offset by an 8 percent negative currency impact • Broad-based volume growth led by strong growth in probiotics, cultures and ingredient systems • Operating Earnings – Increased $6 million, or 8 percent, as cost reductions and volume growth more than offset the absence of a $18 million gain on termination of a distribution agreement in the prior year and a $12 million negative currency impact • Excluding the impact of currency, operating earnings would have increased by about 23 percent 1Q & FY Outlook • Market conditions to remain challenging with currency headwinds persisting, primarily in Europe • 1Q: Sales – Down low-single digits percent as volume growth is more than offset by the negative impact of currency • Operating Earnings – Up low-single digits percent as cost reductions and continued productivity more than offset the impact of currency • Full Year: Sales – Down low-single digits percent as volume growth is more than offset by the negative impact of currency • Operating Earnings – Up high-teens percent as cost reductions and continued productivity more than offset the impact of currency; margin expansion 4Q Operating Earnings* 4Q Sales Vol 4%, Local Price 0%, Currency -8%, Port./Other -1% 750 800 850 900 4Q14 Volume Local Price 4Q15 (ex-curr & portf.) Curr. Portf./ Other 4Q15 $ in M ill io n s 843 807

 
* See appendix for reconciliation of non-GAAP measures. Electronics & Communications 12 4Q13 4Q14 4Q15 0% 5% 10% 15% 20% 0 25 50 75 100 M a rg in $ in M ill io n s 4Q Comments • Sales – Down 14 percent due to the impact of competitive pressures on sales of Solamet® paste, lower metals pricing and the negative impact of currency • Operating Earnings – Decreased 5 percent to $87 million as cost reductions were more than offset by competitive pressures impacting Solamet® paste 1Q & FY Outlook • PV market demand expected to remain strong; consumer electronics markets expected to begin the year weak • Mid-year introduction of new Solamet® paste offering • 1Q: Sales – Down mid-teens percent from continuing challenges in Solamet® paste, weaker consumer electronics demand and lower metals prices • Operating Earnings – Down mid-teens as cost reductions and productivity are not able to offset lower sales • Full Year: Sales - expected to be about flat • Operating Earnings – Low-twenty percent higher from increased volume and cost reductions and continued productivity 4Q Operating Earnings* 4Q Sales Vol -8%, Local Price -4%, Currency -2%, Port./Other 0% 350 400 450 500 550 600 4Q14 Volume Local Price 4Q15 (ex-curr & portf.) Curr. Portf./ Other 4Q15 $ i n M il li o n s 571 493

 
Safety & Protection Protection Technologies (DPT), Building Innovations (BI), Sustainable Solutions (DSS) 13 4Q13 4Q14 4Q15 0% 5% 10% 15% 20% 25% 0 50 100 150 200 250 M a rg in $ in M ill io n s 4Q Comments • Sales – Declined 8 percent, driven by volume weakness, currency and lower prices. • Demand from the oil and gas industry and the military remained soft impacting sales of Nomex® thermal resistant fiber, Kevlar® high- strength materials and Sustainable Solutions offerings. Channel inventory destocking of garments and thermal apparel and supply constraints for Tyvek ® also limited sales growth. • Operating Earnings – Down 11 percent as the benefits of cost reductions and productivity improvements were more than offset by the impact of lower demand, higher units costs and the negative currency impact. 1Q & FY Outlook • 1Q: Sales – Volume contraction, driven by continued weakness in oil and gas and military tenders, constrained Tyvek® supply and pressure from currency and pricing are expected to drive a sales decline in the mid teens percent vs. prior year. • Operating Earnings – down high teens percent, reflecting cost reductions and continued productivity more than offset by the impact of lower sales and currency. • Full Year: Sales – down by the low single digits percent with volume growth offset by currency. • Operating Earnings – up mid teens percent. Cost reductions and productivity expected to contribute to margin expansion. 4Q Operating Earnings* 4Q Sales Vol -4%, Local Price -1%, Currency -3%, Port./Other 0% *See appendix for reconciliation of non-GAAP measures. 750 800 850 900 950 1000 4Q14 Volume Local Price 4Q15 (ex-curr & portf.) Curr. Portf./ Other 4Q15 942 864 $ in M ill io n s

 
Performance Materials Performance Polymers (DPP), Packaging & Industrial Polymers (P&IP) 14 4Q13 4Q14 4Q15 0% 6% 12% 18% 24% 30% 0 80 160 240 320 400 M a rg in $ in M ill io n s 4Q Comments • Sales – Down 11 percent on lower ethylene prices and volume and negative currency impact; currency reduced sales by 5 percent • Increased demand for Performance Polymers in global automotive markets, primarily Asia and Europe, was more than offset by lower ethylene price and volumes • Average ethylene spot prices down over 60 percent year over year • Operating Earnings – Down 14 percent as cost reductions, continued productivity and improved Performance Polymer demand were more than offset by lower ethylene prices and volume and $19 million of negative currency impact • Operating earnings included a $33 million benefit from the sale of a business and tax benefits associated with a manufacturing site. *See appendix for reconciliation of non-GAAP measures. 4Q Operating Earnings* 4Q Sales Vol -1%, Local Price -6%, Currency -5%, Port./Other 1% $ in M ill io n s 1,441 1100 1200 1300 1400 1500 4Q14 Volume Local Price 4Q15 (ex-curr & portf.) Curr. Portf./ Other 4Q15 1,284 1Q & FY Outlook • 1Q: Sales – Down high-single digits on lower ethylene price and volume, negative currency impact and competitive pressures on local pricing. • Operating Earnings – Down about 25 percent as cost reductions and continued productivity will be offset by lower ethylene price and volume, negative currency impact and competitive pressures on local pricing. • Full Year: Sales – expected to be down low-single digits as volume growth will be offset by lower ethylene price and negative currency impact • Operating Earnings – Down about 10 percent on lower ethylene price and negative currency impact

 
*See appendix for reconciliation of non-GAAP measures. Agriculture Pioneer, Crop Protection 15 4Q13 4Q14 4Q15 -8.0% -4.0% 0.0% 4.0% 8.0% 12.0% -100 -50 0 50 100 150 200 M a rg in $ in M ill io n s 1Q & FY Outlook • Expect continued headwinds in the agriculture sector and from currency; launching Leptra® corn hybrids in Brazil • 1Q: Sales – Down about 10 percent as local price gains are more than offset by lower crop protection and soybean volumes and currency; volumes will be more challenged in the first quarter due to the strong start in North America corn seed which benefited the fourth quarter of 2015 • Operating Earnings – Down low-twenty percent as local price gains are more than offset by lower volumes and currency • Full Year: Sales – Down mid-single digits percent as local price gains are more than offset by currency and lower crop protection and soybean volumes • Operating Earnings – About flat as local price gains and cost reductions and productivity are offset by currency and lower volumes; up about 10% excluding currency 4Q Comments • Continued weakness in agricultural markets and strong currency headwinds • Sales – 11 percent lower as 6 percent higher local prices were more than offset by a 16 percent negative currency impact, primarily from the Brazilian Real • Higher corn seed volumes due to the timing of shipment were offset by reduced demand for insect control products in Brazil and the impact of the shutdown of the LaPorte manufacturing facility • Operating Earnings – Loss of $54 million resulted in $188 million lower operating earnings as increases in local price and cost reductions and continued productivity were more than offset by a $139 million negative currency impact and about a $30 million negative impact from the LaPorte shutdown • Prior year results benefitted from a timing impact from performance-based compensation adjustments and $36 million in gains from portfolio actions • Excluding the impact of currency, operating earnings would have been $85 million 4Q Operating Earnings* 4Q Sales Vol 0%, Local Price 6%, Currency -16%, Port./Other -1% 1200 1300 1400 1500 1600 1700 1800 1900 4Q14 Volume Local Price 4Q15 (ex-curr & portf.) Curr. Portf./ Other 4Q15 1,732 $ in M ill io n s 1,550

 
APPENDIX 1: FOURTH QUARTER 2015 SEGMENT COMMENTARY This data should be read in conjunction with the Company’s fourth quarter earnings news release dated January 26, 2016, DuPont’s 4Q 2015 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. 1/25/2016 16

 
Segment Commentary Fourth Quarter Earnings 2015 17 Industrial Biosciences In Industrial Biosciences, fourth-quarter sales declined 6 percent as flat volumes were more than offset by significant pressure from currency and slightly lower prices. Volume in enzymes, animal nutrition and biomaterials was flat with the prior year. While strength in household and personal care and food helped Bioactives deliver volume and price improvements, these gains were more than offset by currency and unfavorable pricing trends in Biomaterials, which saw continued pressure from petroleum-based alternatives. Despite the sales decline, operating earnings of $55 million increased 25 percent ($11 million) in the quarter, due to cost reductions and continued productivity partly offset by negative pricing. Operating margins improved 450 basis points year over year. Excluding a $2 million negative impact of currency, operating earnings would have increased by 30 percent. Sales for Industrial Biosciences for the full year matched the fourth-quarter trend, declining 6 percent, driven by currency. Volume growth and pricing gains in Bioactives offset weakness in Biomaterials. Operating earnings rose 6% to $203 million for 2015. Volume gains, cost reductions and productivity more than offset pressure from price/mix and currency. Turning to 2016, in the first quarter, we anticipate sales up by the low single digits percent, reflecting volume growth from bioactives partly offset by continued pressure from currency. We expect first-quarter operating earnings to to be down by the mid single digit percent, with cost reductions and continued productivity offset by higher input costs and currency. As for the full-year outlook, we project 2016 sales growth in the low-single digits percent, driven by volume improvement, pricing and the impact of new product introductions in bioactives, including increased market penetration in the food segment. We anticipate that operating earnings will be about flat, as cost savings and productivity are expected to be offset by higher product costs and currency.

 
In Nutrition & Health, the business continued to deliver solid results and margin improvement despite significant headwinds from currency. Sales were 4 percent lower as broad-based volume growth of 4 percent -- led by probiotics, cultures, and ingredient systems -- was more than offset by an 8 percent negative impact from currency. Operating earnings increased $6 million, or 8 percent, as cost reductions, productivity improvements and volume growth more than offset the absence of a $18 million gain on termination of a distribution agreement in the prior year and a $12 million negative currency impact. Excluding the impact of currency, operating earnings would have increased by about 23 percent. For the full year, sales were 8 percent lower as solid volume growth in a challenging market was more than offset by the negative impact of currency. Operating earnings were up 1 percent as cost reductions, productivity improvements and volume gains more than offset the negative impact of currency. Excluding the impact of currency, operating earnings would have increased by about 15 percent. Full-year operating margin improved about 110 basis points, and we have grown operating margins year-over-year for ten consecutive quarters. Looking forward to 2016, market conditions are expected to remain challenging with currency headwinds persisting, primarily in Europe. In the first quarter, we expect sales to be down low-single digits percent as volume growth is more than offset by the negative impact of currency with operating earnings up low-single digits percent, benefitting from cost reductions and continued productivity. Full-year 2016 sales are expected to be down low-single digits percent as volume growth, driven by investments in probiotics and cultures, is more than offset by the negative impact of currency. We expect operating earnings will be up high-teens percent, benefiting from cost reductions and productivity improvements, further expanding operating margins. Segment Commentary Fourth Quarter Earnings 2015 18 Nutrition & Health

 
In Electronics & Communications, fourth-quarter sales were 14 percent lower due to the impact of competitive pressures on sales of Solamet® paste, lower metals pricing and the negative impact of currency. Operating earnings of $87 million decreased $5 million, or 5 percent, as cost reductions and continued productivity were more than offset by lower sales of Solamet® paste. For the full year, sales were 13 percent lower as volume growth in Tedlar® film in photovoltaics and in consumer electronics related businesses was more than offset by the impact of competitive pressures on sales of Solamet® paste, lower metals pricing and the negative impact of currency. Operating earnings were 7 percent higher as cost reductions and productivity improvements more than offset lower sales. Looking forward to 2016, we expect the photovoltaic market to remain strong with module installations forecasted to increase mid-teens percent, driving strong growth in Tedlar® film in photovoltaics. Segment results are expected to continue to be negatively impacted by declines in Solamet® paste with the impact lessening in the second half of the year due to more favorable year-over-year comparisons and expected new product introductions. We anticipate consumer electronics markets will have a weaker start to the year but strengthen in the second half as channel inventories are worked off. For the first quarter we expect sales to be down mid-teens percent from continuing challenges in Solamet® paste, weaker consumer electronics demand and lower metals prices. Operating earnings are expected to be down mid-teens percent as cost reductions and productivity are not able to offset lower sales. Full year 2016 sales are expected to be about flat as strong volume growth in Tedlar® film for photovoltaics is offset by lower sales of Solamet® paste and lower metals pricing. For the full year we expect operating earnings to be in the low- twenty percent range higher from increased volume and cost reductions and continued productivity improvements. Segment Commentary Fourth Quarter Earnings 2015 19 Electronics & Communications

 
Segment Commentary Fourth Quarter Earnings 2015 20 Safety & Protection Sales of $864 million in the fourth quarter declined 8 percent on a 4-percent negative impact of volume, a 3-percent negative impact of currency and a 1-percent negative impact from price. Demand from the oil and gas industry and the military was weak, which lowered sales of Nomex® thermal resistant fiber, Kevlar® high-strength materials, and Sustainable Solutions offerings. Supply constraints for Tyvek® limited its sales growth for the quarter. Fourth-quarter operating earnings of $182 million declined 11 percent, including $2 million of negative impact from currency. Benefits from cost reductions and continued productivity were more than offset by pressure from volume declines, higher unit costs and currency. For 2015, sales of $3.5 billion declined by 9 percent. Excluding 4 points of pressure from currency and 4 points from portfolio changes, sales declined 1 percent due to softness in volume. Operating earnings for the segment in 2015 declined by 9 percent to $704 million, including benefits from cost reductions and productivity, more than offset by higher unit costs associated with the Chamber Works outage, unfavorable currency and volumes. Turning to 2016, in the first quarter, sales are expected to be down by the mid teens percent, driven by volume declines (reflecting continued weakness in oil and gas and military tenders), pressure from currency and pricing. We anticipate operating earnings to be down high teens percent vs. prior year, as cost reductions and continued productivity will be more than offset by the impact of our lower sales and currency. Looking ahead to full-year 2016, we project sales up in the low single digits percent, with volume growth partly offset by currency pressures. Operating earnings are anticipated to grow by the mid teens percent, based on cost reductions and productivity improvements, leading to operating margin expansion for the year.

 
Segment Commentary Fourth Quarter Earnings 2015 21 Performance Materials Sales of $1.3 billion were down 11 percent on lower ethylene prices and the negative impact of currency. Price was down 6 percent in the quarter, with average ethylene spot prices down over 60 percent year over year. Currency negatively impacted sales by 5 percent. Segment volume decreased 1 percent as increased demand for Performance Polymers in global automotive markets, primarily Asia and Europe, was offset by lower ethylene volumes. According to IHS, global automotive market demand was up 2 percent in the fourth quarter, driven by growth in China, Europe and North America. IHS forecasts 8 percent growth in China as a result of economic stimulus actions in the quarter. IHS is forecasting year over year growth of 3 percent in 2016, with 2 percent growth in first quarter versus prior year. Operating earnings were down 14 percent as cost reductions, productivity improvements and increased Performance Polymer demand were more than offset by lower ethylene price and volume and $19 million of negative impact from currency. Operating earnings included a $33 million benefit from the sale of a business and realization of tax benefits associated with a manufacturing site. Full year operating earnings were down 4 percent, as cost reductions, productivity improvements and volume growth for ethylene were more than offset by $132 million of negative currency impact, lower ethylene price and the portfolio change from the sale of Glass Laminating Solutions/Vinyls. Prior year ethylene sales were constrained due to the scheduled outage at the ethylene unit in Orange, Texas. Excluding the impact of currency, operating earnings increased 6 percent year over year. Operating margins increased 200 basis points to close the year at about 23 percent.

 
Segment Commentary Fourth Quarter Earnings 2015 22 Performance Materials (continued) For the first quarter, we anticipate sales will be down in the high-single-digits percent range, with operating earnings down about 25 percent, on lower ethylene price and volume, the negative impact of currency and competitive pressure on local pricing. For the full year of 2016, we anticipate sales down in the low-single digits and operating earnings down about 10 percent as volume growth will be more than offset by lower ethylene 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.

 
Segment Commentary Third Quarter Earnings 2015 23 Agriculture In our Agriculture segment, fourth-quarter sales are largely driven by the summer and Safrinha seasons in Latin America and the beginning of shipments to customers in the northern hemisphere in advance of the 2016 planting season. Continued challenging conditions in agriculture markets were compounded by strong currency headwinds, particularly from a weaker Brazilian Real. Fourth-quarter Agriculture sales were 11 percent lower as 6 percent higher local prices were more than offset by a 16 percent negative currency impact. The segment had a 1 percent negative impact from portfolio actions. Seed sales were 2 percent higher, and crop protection sales were down 24 percent versus last year. Higher corn seed volumes from a strong start to the North America season and a shift in seasonal timing in Brazil (which benefited the fourth quarter versus the third quarter) were offset by lower crop protection volumes. Low expected insect pressure, the adoption of insect-protected soybean varieties, higher inventories and a challenging macro environment have softened the demand for insect control products, where we have a strong market position. Insect control volumes continue to be impacted by the shutdown of the LaPorte manufacturing facility. An operating loss of $54 million resulted in $188 million lower operating earnings as increases in local price and cost reductions and continued productivity were more than offset by a $139 million negative currency impact and about a $30 million negative impact from the continued shutdown of the LaPorte manufacturing facility. Prior-year results benefitted from a timing impact from performance-based compensation adjustments and $36 million in gains from portfolio actions. Excluding the impact of currency, the segment would have reported operating earnings of $85 million. For the full year, sales decreased 13 percent as higher local prices were more than offset by a 9 percent negative impact of currency, and lower seed and crop protection volumes. Operating earnings were 30 percent lower as the decrease in sales

 
Segment Commentary Fourth Quarter Earnings 2015 24 Agriculture (continued) was partially offset by cost reductions and productivity improvements. Excluding the impact of currency, the segment would have reported about 5 percent lower operating earnings. Turning to the outlook for 2016, farmer net returns for row crops continue to trend down as land and rent prices have lagged the transition to lower commodity prices while grain stocks remain at elevated levels. We expect the economic environment in the agriculture sector to remain challenged with commodity prices at the low end of normal until demand accelerates or there is a disruption in global production. Volatile currency markets will also continue to present headwinds given the size of our businesses in Europe and Latin America. As farmers look to relative economics between crop alternatives, we expect a slight year-over-year uptick in Brazil Safrinha and North America corn area, provided weather cooperates during planting. Our order book in North America suggests a modest improvement in corn demand at the expense of soybeans in a highly competitive seed market. In crop protection, continued weak demand for foliar-applied insecticides in Brazil and elevated distributor inventories will continue to present challenges. For the first half of 2016, which reflects the majority of the northern hemisphere season, we expect Agriculture segment sales to be mid-single digits percent lower with operating earnings low-teens percent below 2015 as local price gains and the benefit of cost actions are more than offset by lower insecticide and soybean volumes and currency. Our volume forecast includes a continued impact from the shutdown of the LaPorte manufacturing facility. Volumes will be more challenged in the first quarter due to the strong start in North America corn seed, which benefited the fourth quarter of 2015 and a larger first-quarter impact in Brazil crop protection. We expect first quarter sales to be about ten percent lower and operating earnings in the low-twenty percent range below 2015. For the full year we expect sales to be down mid-single digits percent and operating earnings about flat as local price gains and cost actions are offset by currency headwinds and lower volumes. Excluding the impact of currency, we would expect operating earnings to be up about 10 percent.

 
Segment Commentary Fourth Quarter Earnings 2015 25 Agriculture (continued) While markets remain challenging, we are confident in the long-term growth in demand for agricultural products and in our pipeline of new genetics, unique trait combinations and innovative crop protection solutions coming from our focused investments in R&D. We are taking disciplined actions to streamline our cost structure and further focus our investments on the highest growth opportunities, building upon the work we began back in 2014. These actions better position DuPont Agriculture for the current challenging environment and will allow us to emerge stronger when markets improve. In Brazil we have successfully launched Leptra® corn hybrids for the Safrinha season. Production plans for Leptra® are on track for one of the fastest technology ramp-ups in Pioneer history in the summer season. In North America, we held corn market share in 2015 during one of the most competitive sales seasons in recent history. Our two newest classes of genetics demonstrated strong harvest performance and are expected to comprise over half of our North America corn sales volume in 2016. Qrome™ corn products continue to progress well toward commercialization. We will expand testing this coming summer in our IMPACT™ trials, as we await final import approvals in key markets. While we did lose between one and two points of North America market share in soybeans, we are very excited about the improved yield performance growers experienced last fall from our newest classes of T Series soybean. T Series will represent about 80 percent of 2016 soybean volume as we continue meaningful progress in our soybean transition. We also have a strong portfolio of herbicide options for soybean growers, including varieties tolerant to glyphosate, glufosinate, and our proprietary BOLT™ technology; we also are currently taking pre-orders for Roundup Ready 2 Xtend™ technology, pending regulatory approvals. In crop protection we continue to receive registrations of Cyazypyr® insecticide in additional countries and are preparing for new launches of Zorvec™ fungicide and Pyraxalt™ insecticide for rice, pending regulatory approvals. Finally, while Rynaxypyr® sales declined in 2015 in Latin America, it remains the foundation of our insect-control lineup with good growth opportunities in additional crops and countries and from the expansion of seed treatment offerings like Lumivia® in corn. 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.

 
INDEX PAGE SELECTED OPERATING RESULTS 27 SELECTED INCOME STATEMENT DATA 28 SEGMENT NET SALES 29 SEGMENT OPERATING EARNINGS 30 SIGNIFICANT ITEMS BY SEGMENT - PRETAX OPERATING INCOME; DEPRECIATION AND AMORTIZATION BY SEGMENT 31 RECONCILIATION OF NON-GAAP MEASURES 32-35 RECONCILIATION OF BASE INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE 36 Note: Management believes that an analysis of operating earnings (as defined on page 27), 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) December 31, 2015 The quarterly supplemental financial data and non-gaap reconciliations presents the historical financial information of DuPont restated to reflect the July 2015 spin-off of Chemours. The results of Performance Chemicals are presented as discontinued operations and have been excluded from continuing operations, segment results, and related calculations in accordance with generally accepted accounting principles in the United States (US GAAP). In addition, effective July 1, 2015, certain corporate expenses will now be included in segment operating earnings. Reclassifications of prior year data have been made to conform to current year classifications.

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 27 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 INCOME STATEMENT DATA Consolidated Net Sales 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, 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 (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) (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 1,889 (228) 131 969 1,017 3,135 577 330 929 1,299 2,193 20 128 841 1,204 1,144 1,617 Depreciation 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 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) 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)

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 28 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Consolidated Net Sales 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 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) 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) 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) 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) 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 27) 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)

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 29 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Agriculture 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 2,070 493 532 528 517 2,381 571 620 613 577 2,534 639 635 648 612 2,684 3,154 Industrial Biosciences 1,171 301 305 285 280 1,244 319 314 313 298 1,211 323 302 300 286 1,169 698 Nutrition & Health 3,256 807 810 826 813 3,529 843 899 926 861 3,473 872 868 865 868 3,422 2,460 Performance Materials 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 Safety & Protection 3,527 864 831 924 908 3,892 942 976 1,028 946 3,880 975 984 1,016 905 3,814 3,921 Other 3 - - 2 1 5 1 2 1 1 6 1 1 3 1 5 40 CONSOLIDATED NET SALES 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)

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 30 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Agriculture 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 359 87 104 89 79 336 92 90 84 70 314 90 92 90 42 237 420 Industrial Biosciences 203 55 52 45 51 192 44 42 54 52 151 36 41 38 36 148 64 Nutrition & Health 373 85 102 100 86 369 79 99 103 88 286 79 76 59 72 305 201 Performance Materials 1,216 281 317 301 317 1,267 326 366 293 282 1,249 287 357 322 283 1,140 945 Safety & Protection 704 182 156 188 178 772 205 195 203 169 664 205 163 165 131 594 637 Other (258) (83) (88) (48) (39) (256) (92) (50) (56) (58) (238) (71) (70) (30) (67) (164) 132 TOTAL SEGMENT OPERATING EARNINGS 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 (573) (160) (111) (148) (154) (677) (134) (167) (174) (202) (773) (206) (164) (198) (205) (842) (801) Interest Expense (322) (82) (82) (74) (84) (377) (87) (93) (94) (103) (448) (108) (108) (115) (117) (464) (447) 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 (712) (7) (91) (268) (346) (692) (13) (56) (279) (344) (680) 24 (36) (290) (378) (685) (544) Net After-tax Exchange (Losses) Gains (1) (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 (3) - 5 4 10 - 1 3 6 13 - 3 4 6 24 39 OPERATING EARNINGS (Non-GAAP) 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 (3) - 5 4 10 - 1 3 6 13 - 3 4 6 24 39 Non-Operating Pension & OPEB Costs - After-tax (1) (266) (56) (74) (57) (79) (87) (21) (22) (22) (22) (356) (80) (94) (84) (98) (437) (355) Significant Items - After-tax (348) (411) 88 32 (57) 112 79 (9) 44 (2) (377) (292) (27) (78) 20 (657) (238) INCOME FROM CONTINUING OPERATIONS AFTER INCOME TAXES 1,895 (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

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 31 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES SEGMENT PRETAX IMPACT OF Year Year Year Year Year SIGNIFICANT ITEMS 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Agriculture 148 (30) 147 (4) 35 316 363 - (47) - (351) (196) (40) (80) (35) (469) (225) Electronics & Communications (78) (89) - 11 - (84) (16) - (68) - (131) (131) - - - (37) - Industrial Biosciences (52) (51) - (1) - (13) (11) - (2) - 1 1 - - - (3) (79) Nutrition & Health (50) (46) - (4) - (15) (7) - (8) - 6 6 - - - (49) (126) Performance Materials (62) (60) - (2) - 292 (70) - 362 - (16) (16) - - - (104) 47 Safety & Protection 96 (17) - 113 - (52) (21) - (31) - 4 4 - - - (58) - Other (40) - - (3) (37) (10) (8) - (2) - 1 1 - - - (137) - TOTAL SIGNIFICANT ITEMS BY SEGMENT - PRETAX (38) (293) 147 110 (2) 434 230 - 204 - (486) (331) (40) (80) (35) (857) (383) DEPRECIATION AND Year Year Year Year Year AMORTIZATION 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 Agriculture 453 79 74 139 161 436 97 78 121 140 358 79 72 95 112 337 295 Electronics & Communications 100 30 23 24 23 97 23 25 23 26 105 25 27 27 26 113 99 Industrial Biosciences 84 21 21 21 21 85 20 22 22 21 81 21 19 20 21 79 47 Nutrition & Health 236 58 58 58 62 264 64 66 68 66 271 67 66 66 72 288 207 Performance Materials 125 33 30 31 31 139 33 35 35 36 162 41 40 40 41 171 188 Safety & Protection 175 43 44 44 44 187 45 46 48 48 198 52 48 50 48 197 172 Other 4 1 1 1 1 6 2 1 1 2 6 2 1 2 1 6 7 TOTAL DEPRECIATION AND AMORTIZATION BY SEGMENT 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)

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 32 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 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) 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) (0.29) (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 (0.39) (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 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 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 - Charge / (Benefit) 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) 397 86 115 87 109 128 32 32 32 32 533 123 140 124 146 651 532 Operating Earnings Before Income Taxes (Non-GAAP) 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 (3) - 5 4 10 - 1 3 6 13 - 3 4 6 24 39 Add: Interest Expense 322 82 82 74 84 377 87 93 94 103 448 108 108 115 117 464 447 Adjusted EBIT (Operating Earnings) (Non-GAAP) 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 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) 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)

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 33 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES 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 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 906 406 556 125 124 566 173 67 145 184 211 26 123 433 Total Cash 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 1,165 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 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 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) 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 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 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 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 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)

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 34 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Year Year Year Year Year 2015 4Q15 3Q15 2Q15 1Q15 2014 4Q14 3Q14 2Q14 1Q14 2013 4Q13 3Q13 2Q13 1Q13 2012 2011 SEGMENT OPERATING EARNINGS MARGIN % (Operating Earnings / Segment Net Sales) (1) Agriculture 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 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 17.3% 18.3% 17.0% 15.8% 18.2% 15.4% 13.8% 13.4% 17.3% 17.4% 12.5% 11.1% 13.6% 12.7% 12.6% 12.7% 9.2% Nutrition & Health 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 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% Safety & Protection 20.0% 21.1% 18.8% 20.3% 19.6% 19.8% 21.8% 20.0% 19.7% 17.9% 17.1% 21.0% 16.6% 16.2% 14.5% 15.6% 16.2% 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 the previous Pharmaceuticals segment) are not presented separately above as they are not meaningful; however, the results are included in the Total margin %'s above.

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 35 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Reconciliation of Segment Operating Earnings excluding the impact of currency (Non-GAAP) Three months ended December 31, 2014 Segment Operating Earnings Segment Operating Earnings Impact of Currency Segment Operating Earnings excluding currency (Non-GAAP) % Change Agriculture $ 134 (54)$ (139)$ 85$ -37% Electronics & Communications 92 87 4 83$ -10% Industrial Biosciences 44 55 (2) 57$ 30% Nutrition & Health 79 85 (12) 97$ 23% Performance Materials 326 281 (19) 300$ -8% Safety & Protection 205 182 (2) 184$ -10% Other (92) (83) - (83)$ 10% -$ Total Segment Operating Earnings 788$ 553$ (170)$ 723$ -8% Twelve months ended December 31, 2014 Segment Operating Earnings Segment Operating Earnings Impact of Currency Segment Operating Earnings excluding currency (Non-GAAP) % Change Agriculture $ 2,352 1,646$ (538)$ 2,184$ -7% Electronics & Communications $ 336 359$ 1 358$ 7% Industrial Biosciences $ 192 203$ (11) 214$ 11% Nutrition & Health $ 369 373$ (53) 426$ 15% Performance Materials $ 1,267 1,216$ (132) 1,348$ 6% Safety & Protection $ 772 704$ (53) 757$ -2% Other $ (256) (258)$ - (258)$ -1% Total Segment Operating Earnings 5,032$ 4,243$ (786)$ 5,029$ 0% Three months ended December 31, 2015 OPERATING EARNINGS EXCLUDING IMPACT OF CURRENCY (UNAUDITED) (dollars in millions) Segment operating earnings excluding the impact of currency assumes current operating earnings results using foreign currency exchange rates in effect for the comparable prior-year period. Twelve months ended December 31, 2015

 
4Q15 Supplemental Financial Data and Non-GAAP Reconciliations 36 1/26/2016 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES 2015 2014 2016 Outlook1 2015 Actual Effective income tax rate 45.1% 30.0% 22.3% 26.9% Significant items effect and non-operating pension/OPEB costs effect (27.3%) (2.2%) 0.7% 0.2% 17.8% 27.8% 23.0% 27.1% Exchange gains (losses) effect2 (15.5%) (25.5%) 0.0%' (5.8%) Base income tax rate from continuing operations 2.3% 2.3% 23.00% 21.3% (2) The company does not forecast the impact of exchange gains (losses) on the projected tax rate. (1) Represents the company's anticipated full year tax rates for 2016.The 2016 estimate for non-operating pension/OPEB costs does not include expected settlement losses and curtailment gains as a result of actions associated with the fourth quarter 2015 restructuring charge. Tax rate, from continuing operations, before significant items and non-operating pension/OPEB costs Three months ended December 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 1/25/2016 ????6

 
Close 2H16 Signed 12/11/15 Share- holder Vote 2Q16 S4 Filings 1Q16 Hart Scott Rodino Filings 1Q16 ROW Competi- tion Filings 1Q16/ 2Q16 Complete Spins1 Stand Up SpinCos1 Capture >$3B of cost synergies Implementation Planning – Indicative Milestones 38 Drive close of transactions 4Q15 2016 2017-2018 Prepare to operate MergeCo Plan to operate three business portfolios & ensure synergy capture Prepare for intended spins C LO SE Operation of public MergeCo Spin as soon as possible Achieve 100% run-rate <24 mo. after close 1. Subject to MergeCo Board Approval

 
Joint Implementation Planning Joint Executive Steering Team • Prepare “execution-ready” plans to achieve $3B cost synergies ASAP • Define operating model, org. structure and linkages to “corporate” • Financial and legal structure James R. Fitterling Nick Fanandakis TRACK 2 Capture Synergies • Regulatory Clearances • Pro-forma financials • S-4 filing and proxy process • Shareholder votes • Governance/Leadership of MergeCo • Operations of MergeCo TRACK 1 Close MergeCo Charles Kalil Stacy Fox • Determine scope and target timing of each SpinCo • Deliver carve-out financials • Legal entity restructuring TRACK 3 Plan for Intended Spins Howard Ungerleider Linda West Dow Representation DuPont Representation Ed Breen – CEO Nick Fanandakis – CFO Stacy Fox – General Counsel David Bills – SVP Corp. Strategy Linda West – VP Corp. Planning Andrew Liveris – CEO Jim Fitterling – COO Howard Ungerleider – CFO Charles J. Kalil – General Counsel Torsten Kraef – Corp. VP Strategy 39

 
Disclaimer Important Information About the Transaction and Where to Find It ?? In connection with the proposed transaction, The Dow Chemical Company (“Dow”) and E. I. du Pont de Nemours and Company (“DuPont”) will cause Diamond- Orion HoldCo, Inc. (“Diamond-Orion HoldCo”), to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Dow and DuPont and that also will constitute a prospectus of Diamond-Orion HoldCo. Dow, DuPont and Diamond-Orion HoldCo 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 registration statement or any other document which Dow, DuPont or Diamond-Orion HoldCo may file with the SEC. INVESTORS AND SECURITY HOLDERS OF DOW AND DUPONT ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS 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 registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by Dow, DuPont and Diamond- Orion HoldCo 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 DuPoint 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, Diamond-Orion HoldCo 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, 2014 and its proxy statement filed on March 27, 2015, 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, 2014 and its proxy statement filed on March 23, 2015, which are filed with the SEC. A more complete description will be available in the registration statement on Form S-4 and the joint proxy statement/prospectus. No Offer or Solicitation The materials on this website are not intended to be 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.

 
Disclaimer Cont’d Important Information About the Transaction and Where to Find It 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 separation, including timing anticipated, any changes to the configuration of businesses included in the potential separation if implemented, (iii) potential litigation relating to the proposed transaction that could be instituted against Dow, DuPont or their respective directors, (iv) the risk that disruptions from the proposed transaction will harm Dow’s or DuPont’s business, including current plans and operations, (v) the ability of Dow or DuPont to retain and hire key personnel, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, (vii) uncertainty as to the long-term value of Diamond-Orion HoldCo common stock, (viii) continued availability of capital and financing and rating agency actions, (ix) legislative, regulatory and economic developments and (x) 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, will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed merger. While the list of factors presented here is, and the list of factors to be presented in the 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, 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 Diamond-Orion HoldCo generated by, or sourced from, persons or companies that are not affiliated with Dow, DuPont or Diamond-Orion HoldCo. The author and source of any third party information and the date of its publication are clearly and prominently identified. Dow, DuPont and Diamond-Orion HoldCo have neither sought nor obtained permission to use or quote such third party information. Dow, DuPont and Diamond-Orion HoldCo 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.

 
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 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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