Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016March 31, 2017
 
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-815
 
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0014090
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
974 Centre Road, Wilmington, Delaware 19805
(Address of Principal Executive Offices)
 
(302) 774-1000
(Registrant’s Telephone Number)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files.)  Yes  x   No  o
 
Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.  (Check one):
Large Accelerated Filer x
 
Accelerated Filer o
   
Non-Accelerated Filer o
 
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
Indicate by check mark whether the Registrantregistrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes  o   No  x

The Registrant had 874,325,000867,032,000 shares (excludes 87,041,000 shares of treasury stock) of common stock, $0.30 par value, outstanding at July 15, 2016.April 17, 2017.
 
 


Table of Contents

E. I. DU PONT DE NEMOURS AND COMPANY

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

PART I.  FINANCIAL INFORMATION
 
Item 1.CONSOLIDATED FINANCIAL STATEMENTS
 
E. I. du Pont de Nemours and Company
Consolidated Income Statements (Unaudited)
(Dollars in millions, except per share)
 
Three Months EndedSix Months EndedThree Months Ended
June 30,June 30,March 31,
201620152016201520172016
Net sales$7,061
$7,121
$14,466
$14,958
$7,743
$7,405
Cost of goods sold3,990
4,103
8,232
8,619
4,371
4,242
Other operating charges143
174
328
322
204
185
Selling, general and administrative expenses1,211
1,274
2,339
2,494
1,260
1,128
Research and development expense432
495
850
974
416
418
Other income, net(51)(255)(423)(454)(306)(372)
Interest expense93
94
185
178
84
92
Employee separation / asset related charges, net(90)2
(13)40
152
77
Income from continuing operations before income taxes1,333
1,234
2,968
2,785
1,562
1,635
Provision for income taxes on continuing operations306
260
712
790
224
406
Income from continuing operations after income taxes1,027
974
2,256
1,995
1,338
1,229
Loss from discontinued operations after income taxes(3)(29)
(15)
(Loss) income from discontinued operations after income taxes(217)3
Net income1,024
945
2,256
1,980
1,121
1,232
Less: Net income attributable to noncontrolling interests4
5
10
9
8
6
Net income attributable to DuPont$1,020
$940
$2,246
$1,971
$1,113
$1,226
Basic earnings (loss) per share of common stock:      
Basic earnings per share of common stock from continuing operations$1.17
$1.07
$2.56
$2.19
$1.53
$1.40
Basic loss per share of common stock from discontinued operations
(0.03)
(0.02)(0.25)
Basic earnings per share of common stock$1.16
$1.04
$2.56
$2.17
$1.28
$1.40
Diluted earnings (loss) per share of common stock:      
Diluted earnings per share of common stock from continuing operations$1.16
$1.06
$2.55
$2.17
$1.52
$1.39
Diluted loss per share of common stock from discontinued operations
(0.03)
(0.02)(0.25)
Diluted earnings per share of common stock$1.16
$1.03
$2.55
$2.15
$1.27
$1.39
Dividends per share of common stock$0.38
$0.49
$0.76
$0.96
$0.38
$0.38
 
See Notes to the Consolidated Financial Statements beginning on page 7.



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

 Three Months EndedSix Months Ended
 June 30,June 30,
 2016201520162015
Net income$1,024
$945
$2,256
$1,980
Other comprehensive (loss) income, before tax:    
      Cumulative translation adjustment(97)197
73
(992)
      Net revaluation and clearance of cash flow hedges to earnings:    
      Additions and revaluations of derivatives designated as cash flow hedges21
8
37
(14)
     ��Clearance of hedge results to earnings7
5
18
12
      Net revaluation and clearance of cash flow hedges to earnings28
13
55
(2)
      Pension benefit plans:    
      Net loss(1,281)(2)(2,472)(6)
      Effect of foreign exchange rates31
(62)32
38
      Reclassifications to net income:    
                Amortization of prior service benefit(1)(1)(3)(3)
                Amortization of loss204
210
376
419
                Curtailment / settlement loss, net54
4
104
9
      Pension benefit plans, net(993)149
(1,963)457
      Other benefit plans:    
      Net loss(141)
(265)
      Reclassifications to net income:    
                Amortization of prior service benefit(36)(52)(75)(104)
                Amortization of loss18
19
35
38
                Curtailment gain, net(3)
(33)
      Other benefit plans, net(162)(33)(338)(66)
      Net unrealized gain on securities14

6

Other comprehensive (loss) income, before tax(1,210)326
(2,167)(603)
      Income tax benefit (expense) related to items of other comprehensive loss404
(50)806
(136)
Other comprehensive (loss) income, net of tax(806)276
(1,361)(739)
Comprehensive income218
1,221
895
1,241
      Less: Comprehensive income attributable to noncontrolling interests4
5
10
9
Comprehensive income attributable to DuPont$214
$1,216
$885
$1,232
 Three Months Ended
 March 31,
 20172016
Net income$1,121
$1,232
Other comprehensive income (loss), net of tax:

      Cumulative translation adjustment378
170
      Adjustments to pension benefit plans109
(619)
      Adjustments to other benefit plans4
(115)
      Net change in unrealized losses on securities
(8)
      Net (losses) gains on cash flow hedging derivative instruments(3)17
      Total other comprehensive income (loss)488
(555)
Comprehensive income1,609
677
      Comprehensive income attributable to noncontrolling interests, net of tax8
6
Comprehensive income attributable to DuPont$1,601
$671

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


E. I. du Pont de Nemours and Company
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in millions, except per share) 
June 30,
2016
December 31,
2015
March 31,
2017
December 31,
2016
Assets 
 
 
 
Current assets 
 
 
 
Cash and cash equivalents$4,411
$5,300
$3,347
$4,605
Marketable securities742
906
2,570
1,362
Accounts and notes receivable, net7,656
4,643
7,272
4,971
Inventories4,756
6,140
5,287
5,673
Prepaid expenses526
398
574
506
Total current assets18,091
17,387
19,050
17,117
Property, plant and equipment, net of accumulated depreciation
(June 30, 2016 - $14,699; December 31, 2015 - $14,346)
9,624
9,784
Property, plant and equipment, net of accumulated depreciation
(March 31, 2017 - $14,994; December 31, 2016 - $14,736)
9,084
9,231
Goodwill4,245
4,248
4,172
4,180
Other intangible assets3,967
4,144
3,624
3,664
Investment in affiliates695
688
687
649
Deferred income taxes4,474
3,799
3,382
3,308
Other assets1,170
1,116
1,851
1,815
Total$42,266
$41,166
$41,850
$39,964
Liabilities and Equity 
 
 
 
Current liabilities 
 
 
 
Accounts payable$2,244
$3,398
$3,038
$3,705
Short-term borrowings and capital lease obligations2,295
1,165
2,279
429
Income taxes164
173
185
101
Other accrued liabilities3,675
5,580
4,308
4,662
Total current liabilities8,378
10,316
9,810
8,897
Long-term borrowings and capital lease obligations8,119
7,642
8,099
8,107
Other liabilities14,818
12,591
11,911
12,333
Deferred income taxes410
417
395
431
Total liabilities31,725
30,966
30,215
29,768
Commitments and contingent liabilities







Stockholders’ equity 
 
 
 
Preferred stock237
237
237
237
Common stock, $0.30 par value; 1,800,000,000 shares authorized;
Issued at June 30, 2016 - 961,258,000; December 31, 2015 - 958,388,000
288
288
Common stock, $0.30 par value; 1,800,000,000 shares authorized;
Issued at March 31, 2017 - 953,937,000; December 31, 2016 - 950,044,000
286
285
Additional paid-in capital11,212
11,081
11,354
11,190
Reinvested earnings16,084
14,510
15,704
14,924
Accumulated other comprehensive loss(10,757)(9,396)(9,423)(9,911)
Common stock held in treasury, at cost
(87,041,000 shares at June 30, 2016 and December 31, 2015)
(6,727)(6,727)
Common stock held in treasury, at cost
(87,041,000 shares at March 31, 2017 and December 31, 2016)
(6,727)(6,727)
Total DuPont stockholders’ equity10,337
9,993
11,431
9,998
Noncontrolling interests204
207
204
198
Total equity10,541
10,200
11,635
10,196
Total$42,266
$41,166
$41,850
$39,964
 
See Notes to the Consolidated Financial Statements beginning on page 7.

E. I. du Pont de Nemours and Company
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in millions)
 
Six Months EndedThree Months Ended
June 30,March 31,
2016201520172016
Operating activities  
Net income$2,256
$1,980
$1,121
$1,232
Adjustments to reconcile net income to cash used for operating activities: 
 
 
 
Depreciation473
615
230
238
Amortization of intangible assets226
257
51
122
Net periodic pension benefit cost320
294
109
146
Contributions to pension plans(237)(204)(82)(88)
Gain on sale of businesses and other assets(385)(22)(192)(374)
Asset related charges119
78
Other operating activities - net378
59
78
180
Change in operating assets and liabilities - net(4,534)(5,024)(3,058)(3,340)
Cash used for operating activities(1,503)(2,045)(1,624)(1,806)
Investing activities 
 
 
 
Purchases of property, plant and equipment(507)(938)(330)(357)
Investments in affiliates(2)(50)(22)(1)
Payments for businesses - net of cash acquired
(77)
Proceeds from sale of businesses and other assets - net212
48
283
193
Purchases of short-term financial instruments(509)(589)(2,073)(95)
Proceeds from maturities and sales of short-term financial instruments683
167
868
377
Foreign currency exchange contract settlements(280)443
(15)(78)
Other investing activities - net(15)13
(46)(12)
Cash used for investing activities(418)(983)
Cash (used for) provided by investing activities(1,335)27
Financing activities 
 
 
 
Dividends paid to stockholders(669)(875)(331)(334)
Net increase (decrease) in short-term (less than 90 days) borrowings1,670
(1)
Net increase in short-term (less than 90 days) borrowings1,681
665
Long-term and other borrowings:    
Receipts717
3,629
197
654
Payments(755)(1,518)(34)(361)
Repurchase of common stock
(353)
Proceeds from exercise of stock options88
201
160
36
Other financing activities - net(14)(81)(32)(35)
Cash provided by financing activities1,037
1,002
1,641
625
Effect of exchange rate changes on cash(5)(138)60
20
Decrease in cash and cash equivalents$(889)$(2,164)$(1,258)$(1,134)
Cash and cash equivalents at beginning of period5,300
6,910
4,605
5,300
Cash and cash equivalents at end of period$4,411
$4,746
$3,347
$4,166
 
See Notes to the Consolidated Financial Statements beginning on page 7.


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


Note 1.  Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included.  Results for interim periods should not be considered indicative of results for a full year.  These interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, 20152016, collectively referred to as the “2015“2016 Annual Report”.Report.”  The Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained, as well as variable interest entities (VIEs) for which DuPont is the primary beneficiary. maintained.

Basis of Presentation
Certain reclassifications of prior year's data have been made to conform to current year's presentation. On JulyAs noted below under “Recent Accounting Pronouncements”, effective January 1, 2015,2017, the company completedadopted the separationFinancial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. In conjunction with the adoption of its Performance Chemicals segment throughthis ASU, the spin-off of all of the issued and outstanding stock of The Chemours Company (Chemours). In accordance with GAAP, the financial position and results of operations of the Performance Chemicals segment are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. The sum of the individual earnings per share amounts from continuing operations and discontinued operations may not equal the total company earnings per share amounts due to rounding. Theretrospectively reclassified cash flows and comprehensive income related to the Performance Chemicals segment have not been segregated and are includedincome tax impacts associated with employee share-based payments in the interim Condensed Consolidated Statements of Cash Flows, and Comprehensive Income, respectively, for all periods presented. Amounts related to the Performance Chemicals segment are consistently included or excluded from the Notes to the interim Consolidated Financial Statements based on the respective financial statement line item. See Note 3 for additional information.as described below.

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

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

New Accounting Pronouncements to be Implemented2017
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting.Accounting, which modifies the accounting for certain aspects of share-based payments to employees. The ASUnew guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when stock awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows the company to repurchase more of an employee’s vested shares for tax withholding purposes without triggering liability accounting, and clarifies that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented as a financing activity on the statement of cash flows. The company adopted this standard as of January 1, 2017.
The primary impact of adoption was issued as partthe recognition of excess tax benefits in the company's provision for income taxes rather than additional paid-in capital, which is applied prospectively in accordance with the guidance. Adoption of the new standard resulted in the recognition of $20 of excess tax benefits in the company's provision for income taxes rather than additional paid-in capital for the quarter ended March 31, 2017.
The company elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively to all periods presented which resulted in a decrease to both net cash used for operating activities and net cash provided by financing activities of $20 and $15 for quarters ended March 31, 2017 and 2016, respectively. The presentation requirements for cash flows related to employee taxes paid for withheld shares resulted in a decrease to both net cash used for operating activities and net cash provided by financing activities of $26 and $23 for the quarters ended March 31, 2017 and 2016, respectively.
The remaining updates required by this standard did not have a material impact to the company’s interim Consolidated Financial Statements.

New Accounting Pronouncements to be Implemented
In March 2017, the FASB Simplification Initiativeissued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and involves several aspectsNet Periodic Postretirement Benefit Cost. The new guidance requires registrants to present the service cost component of accountingnet periodic benefit cost in the same income statement line item or items as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for shared-based paymentcapitalization in assets. Registrants will present the other components of net periodic benefit cost separately from the service cost component; and, the line item or items used in the income statement to present the other components of net periodic benefit cost must be disclosed. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual period. The new standard must be adopted retrospectively for the presentation of the service cost component and the other components of net periodic benefit cost in the income statement, and prospectively for the capitalization of the service cost component of net periodic benefit cost in assets. The company plans to adopt this guidance in the first quarter of 2018 and is currently evaluating the impact on the Consolidated Financial Statements and related disclosures. See Note 14 for the components of net periodic benefit cost.

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


In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The new guidance eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The company is currently evaluating the timing of adoption.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business. The new guidance narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs, as defined by the ASU. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, and should be applied prospectively. Early adoption is permitted. The company will apply this guidance to applicable transactions includingafter the adoption date.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. The new guidance requires that entities recognize the income tax consequences forefeituresof an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset is sold to an outside party. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The new guidance requires adoption on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The company plans to adopt this guidance in the first quarter of 2018 and classificationis currently evaluating the impact this guidance will have on the Consolidated Financial Statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The new guidance makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual periodsfiscal years beginning after December 15, 2016,2017, and interim periods within those annual periods.fiscal years. Early adoption is permitted, for any entityincluding adoption in anyan interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The new guidance requires adoption on a retrospective basis unless it is impracticable to apply, in which case the company would be required to apply the amendments prospectively as of the earliest date practicable. The company is currently evaluating the impact this guidance will have on the Consolidated Financial Statements and related disclosures.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
disclosures, but does not expect there to be a significant impact.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments under the new guidance will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability, other than leases that meet the definition of a short- termshort-term lease. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. The new leasing standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, requiring application at the beginning of the earliest comparative period presented. The company is currently evaluating the impact of adopting this guidance on its financial position and results of operations. The company is the lessee under various agreements for facilities and equipment that are currently accounted for as operating leases. A complete discussion of these leases is included in the company's 2016 Annual Report in Note 15, "Commitments and Contingent Liabilities."


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

In May 2014, the FASB and the International Accounting Standards Board (IASB) jointly issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which was further updated in March, April, May and MayDecember 2016. The new guidance clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards (IFRS).GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard also will result in additional disclosure requirements to describe the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB approved a deferral of the ASU effective date from annual and interim periods beginning after December 15, 2016 to annual and interim periods beginning after December 15, 2017. The company is currently evaluatingcontinues to evaluate the impact of adopting this guidancethe new standard on its financial positionConsolidated Financial Statements and resultsdisclosures.  Based on the analysis conducted to date, the company does not believe the impact upon adoption will be material to its Consolidated Financial Statements.  The company plans to adopt the standard in the first quarter of operations.2018 under the modified retrospective transition method.

Note 2. ProposedPlanned Merger with Dow Chemical
On December 11, 2015, DuPont and The Dow Chemical Company (Dow) announced entry into an Agreement and Plan of Merger, as amended on March 31, 2017, (the Merger Agreement), under which the companies will combine in an all-stock merger of equals.equals (the Merger Transaction) subject to satisfaction of customary closing conditions, including receipt of regulatory approval. The combined company will be named DowDuPont.DowDuPont Inc. (DowDuPont). The Merger Transaction will be accomplished through the merger of separate DowDuPont subsidiaries with and into each of Dow and DuPont with DuPont and Dow surviving as subsidiaries of DowDuPont (the Mergers). Following the consummation of the merger, DuPont and Dow intend to pursue, subject to the receipt of approval by the board of directors of DowDuPont, the separation of the combined company’s agriculture business, specialty products business and material science business through a series of tax-efficient transactions (collectively, the Intended Business Separations.)Separations).

On March 27, 2017, DuPont and Dow announced that the European Commission (EC) granted conditional regulatory clearance in Europe for the Merger Transaction conditional on DuPont and Dow fulfilling certain commitments. DuPont is required to sell certain assets related to its Crop Protection business and research and development (R&D) organization, specifically the company’s Cereal Broadleaf Herbicides and Chewing Insecticides portfolios, including Rynaxypyr®, Cyazypyr® and Indoxacarb as well as the Crop Protection R&D pipeline and organization, excluding seed treatment, nematicides, and late-stage R&D programs. The company will continue to develop and bring to market its late-stage Crop Protection R&D programs and retain the personnel needed to support the Crop Protection marketed products and R&D programs not required to be divested per the EC's conditional approval.

On March 31, 2017, DuPont entered into a definitive agreement (the FMC Transaction Agreement) with FMC Corporation (FMC). Under the FMC Transaction Agreement, FMC will acquire the Crop Protection business and R&D assets that DuPont is required to divest in order to obtain EC approval of the Merger Transaction as described above, (the Divested Ag Business) and DuPont has agreed to acquire certain assets relating to FMC’s Health and Nutrition segment, excluding its Omega-3 products, (the Acquired H&N Business) (collectively, the FMC Transactions). Additionally, FMC will pay DuPont $1,200 in cash, subject to certain adjustments as set forth in the FMC Transaction Agreement, which reflects the difference in value between the Divested Ag Business and the Acquired H&N Business. DuPont will retain accounts receivable and accounts payable associated with the Divested Ag Business, with an expected net value of $425 at closing.

The divestiture will satisfy DuPont’s commitments to the EC in connection with its conditional regulatory clearance of the merger with Dow. The FMC Transaction is expected to close in the fourth quarter of 2017, subject to the closing of the Merger Transaction, in addition to customary closing conditions, including regulatory approval of the FMC Transactions. Under the FMC Transaction Agreement, DuPont is not required to take certain specified actions to obtain regulatory approval wi
th respect to the acquisition of the Acquired H&N Business (Divestiture Actions) that would reasonably be likely to result in the one-year loss of revenues to DuPont, Dow, DowDuPont Inc., their respective subsidiaries or the Acquired H&N Business in excess of $350 in the aggregate (based on fiscal year 2016 annual revenues) (a Substantial Detriment).

To accommodate the requirements of the FMC Transaction Agreement, DuPont and Dow entered into Amendment No. 1 to the Merger Agreement which, among other things, extends the termination date of the Merger Agreement from June 15, 2017 to August 31, 2017, and sets forth the companies' current intention, subject to approval of the DowDuPont board of directors, that the first step in the Intended Business Separation process will be the spin-off of the post-merger material science business, assuming that such sequencing would allow for the completion of all of the Intended Business Separations, through spin-offs as currently anticipated, within 18 months following closing of the merger and would not adversely impact the value of the intended spin-off transactions to DowDuPont's shareholders.

9

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

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

In connection with the proposed transaction, DowDuPont Inc. filed with the U.S. Securities and Exchange Commission (SEC),(the SEC) on March 31, 2017, March 27, 2017 and on June 9,December 11, 2015; the company’s 2015 and 2016 Annual Reports filed with the SEC declared effective, aon February 4, 2016 and February 2, 2017, respectively, and the registration statement on Form S-4 (File No. 333-209869) (as amended, the Registration Statement). filed by DowDuPont and declared effective by the SEC on June 9, 2016. The Registration Statement constitutes a prospectus of DowDuPont and includes a joint proxy statement of Dow and DuPont. The joint proxy statement relates to the separate special meetings of the companies’ respective common stock shareholders of record as of the close of business on June 2, 2016, to adopt the Merger Agreement and related matters. DuPont's special meeting of stockholders was held on July 20, 2016, which resulted in a vote for adoption of the Merger Agreement and approval of related matters. The companies anticipate that
Dow and DuPont continue to work constructively with regulators to address questions and obtain approval, and to prepare for closing as soon as possible after closing conditions have been met. Consummation of the merger will closeis contingent on satisfaction of customary closing conditions, including the receipt of regulatory approval from the U.S., European Commission, China, Brazil and become effective, inCanada. Subject to satisfaction of these customary closing conditions, including the second halfreceipt of 2016, subject to regulatory approvals, and customary closing conditions.

is anticipated to occur no earlier than August 1, 2017.
During the three and six months ended June 30,March 31, 2017 and 2016, the company incurred $76$170 and $100,$24, respectively, of costs in connection with the planned merger with Dow.Dow and the Intended Business Separations, including costs relating to integration and separation planning. These costs were recorded in selling, general and administrative expenses in the company's interim Consolidated Income Statements and primarily include financial advisory, legal, accounting, consulting and other advisory fees and expenses.


8

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

Note 3. Divestitures and Other Transactions
Food Safety Diagnostic Sale
In February 2017, the company completed the sale of its global food safety diagnostic business, a part of the Nutrition & Health segment, to Hygiena LLC.  The sale resulted in a pre-tax gain of $162 ($86 net of tax). The gain was recorded in other income, net in the company's interim Consolidated Income Statements for the three months ended March 31, 2017.

DuPont (Shenzhen) Manufacturing Limited
In March 2016, the company soldrecognized the sale of its 100 percent of its ownership interest in DuPont (Shenzhen) Manufacturing Limited to the Feixiang Group. The sale of the entity, which held certain buildings and other assets, resulted in a pre-tax gain of $369 ($214 net of tax). The gain was recorded in other income, net in the company's interim Consolidated Income Statements for the sixthree months ended June 30,March 31, 2016 and was reflected as a Corporate item.
Performance Chemicals
On July 1, 2015, (the Distribution Date), DuPont completed the separation of its Performance Chemicals segment through the spin-off of all of the issued and outstanding stock of The Chemours Company (the Separation). To effect the spin-off, DuPont distributed to its stockholders one share of Chemours common stock, par value $0.01 per share, for every five shares of DuPont common stock, par value $0.30 per share, (the Distribution) outstanding as of 5:00 p.m. June 23, 2015, the record date for the Distribution. In lieu of fractional shares of Chemours, stockholders of DuPont received cash, which generally was taxable. In connection with the Separation, the company and The Chemours Company (Chemours) entered into a Separation Agreement, discussed below, and a Tax Matters Agreement and certain ancillary agreements, including an employee matters agreement, agreements related to transition and site services, and intellectual property cross licensing arrangements. In addition, the companies have entered into certain supply agreements. In the first quarter 2016, the company prepaid $190 for certain goods and services expected to be delivered by Chemours over twelve to fifteen months. As of June 30, 2016, the balance of the prepayment was $132 recorded within prepaid expenses on the Condensed Consolidated Balance Sheet.

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

Pursuant to the Separation Agreement, Chemours indemnifies DuPont against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the distribution. The term of this indemnification is indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable. At June 30, 2016,March 31, 2017, the indemnified assets are $87$422 within accounts and notes receivable, net and $399$350 within other assets offseton the condensed Consolidated Balance Sheet. See Note 11 for further discussion of certain litigation and environmental matters indemnified by the corresponding liabilities of $87 within other accrued liabilities and $399 within other liabilities.

The results of operations of the Performance Chemicals segment are presented as discontinued operations as summarized below:
 Three Months EndedSix Months Ended
 June 30,June 30,
 2016201520162015
Net sales$
$1,474
$
$2,809
Cost of goods sold
1,177

2,214
Other operating charges13
175
20
310
Selling, general and administrative expenses
97

189
Research and development expense
20

40
Other income, net
(28)
(27)
Interest expense
33

33
Employee separation / asset related charges, net
59

59
Loss from discontinued operations before income taxes(13)(59)(20)(9)
(Benefit) provision for income taxes(5)(30)(8)6
Loss from discontinued operations after income taxes$(8)$(29)$(12)$(15)
Chemours.


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

DuringLoss from discontinued operations in the company's interim Consolidated Income Statement during the three and six months ended June 30, 2016, and the three and six months ended June 30, 2015, the company incurred $13 and $20, and $119 and $200March 31, 2017 includes a charge of costs, respectively,$335 ($224 net of tax) in connection with the perfluorooctanoic acid (PFOA) multi-district litigation settlement. See Note 11 for further discussion. Income from discontinued operations during the three months ended March 31, 2016, includes $7 of costs in connection with the separation transaction primarily related to professional fees associated with preparation of regulatory filings and separation activities within finance, tax, legal, and information system functions. Loss from discontinued operations during the three and six months ended June 30, 2016, and the three and six months ended June 30, 2015, includes $13 and $20, and $114 and $183 of these costs, respectively. Income from continuing operations during the three and six months ended June 30, 2015, includes $5 and $17 of these costs, respectively, recorded in other operating charges in the company's interim Consolidated Income Statements. Income from continuing operations during the three months ended June 30, 2015 also included $20 of transaction costs incurred for a premium associated with the early retirement of DuPont debt. The company exchanged notes received from Chemours in May 2015 (as part of a dividend payment) for DuPont debt that it then retired. These costs were reported in interest expense in the company's interim Consolidated Income Statements.
The following table presents depreciation, amortization and purchases of property, plant and equipment of the discontinued operations related to Performance Chemicals:
 Six Months Ended
 June 30,
 2015
Depreciation$126
Amortization of intangible assets1
Purchases of property, plant and equipment235


10

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

Note 4. Employee Separation / Asset Related Charges, Net
2017 Restructuring Program
During the first quarter 2017, DuPont committed to take actions to improve plant productivity and better position its businesses for productivity and growth before and after the anticipated closing of the Merger Transaction. In connection with these actions, the company expects to incur pre-tax charges of $326, comprised of $293 of asset-related charges and $33 in severance and related benefit costs (the 2017 restructuring program). The charges primarily relate to the closure of the Protection Solutions segment's Cooper River manufacturing site located near Charleston, South Carolina. The actions associated with this plan are expected to be substantially complete by the end of 2017.
Of the $326 of pre-tax charges discussed above, $152 was recognized during the three months ended March 31, 2017 in employee separation / asset related charges, net, in the company's interim Consolidated Financial Statement, consisting of $33 of severance and related benefit costs and $119 of asset-related charges. The asset-related charges mainly consist of accelerated depreciation associated with the closure of the Cooper River manufacturing site.  Additional charges for accelerated depreciation are expected in 2017, the majority of which will be recognized in the second quarter. 
The 2017 restructuring program charge related to the segments, as well as corporate expenses, was as follows:
 
Three Months Ended
March 31, 2017
Electronics & Communications$5
Industrial Biosciences6
Nutrition & Health2
Performance Materials11
Protection Solutions124
Corporate expenses4
 $152

Account balances and activity for the 2017 restructuring program are summarized below:
 Severance and Related Benefit Costs
Asset Related Charges1
Total
Charges to income from continuing operations for the quarter ended March 31, 2017$33
$119
$152
Payments(1)
(1)
Asset write-offs
(119)(119)
Balance as of March 31, 2017$32
$
$32
1.
Includesaccelerated depreciation related to site closure. Charge for accelerated depreciation represents the difference between the depreciation expense to be recognized over the revised useful life of the site, based upon the anticipated date the site will be closed and depreciation expense as determined utilizing the useful life prior to the restructuring action.

La Porte Plant, La Porte, Texas
In March 2016, DuPont announced its decision to not re-start the Agriculture segment’s insecticide manufacturing facility at the La Porte site located in La Porte, Texas.  The facility manufactures Lannate® and Vydate® insecticides and has been shut down since November 2014.  As a result of this decision, during the sixthree months ended June 30,March 31, 2016, a pre-tax charge of $75 was recorded in employee separation / asset related charges, net in the company's interim Consolidated Income Statement which included $41 of asset related charges, $18 of contract termination costs, and $16 of employee severance and related benefit costs.                                                                                                                                                                             

2016 Global Cost Savings and Restructuring Plan
At June 30, 2016, total liabilities related to the program were $278. A complete discussion of restructuring initiatives is included in the company's 2015 Annual Report in Note 4, "Employee Separation / Asset Related Charges, Net."

Account balances and activity for the restructuring program are summarized below:
 Severance and Related Benefit CostsAsset Related Charges
Other Non-Personnel Charges1
Total
Balance at December 31, 2015$648
$
$32
$680
Payments(256)
(24)(280)
Net translation adjustment3


3
  Other adjustments(134)37
9
(88)
Asset write-offs
(37)
(37)
Balance as of June 30, 2016$261
$
$17
$278

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

During the three and six months ended June 30, 2016, a net benefit of $(90) and $(88) was recorded associated with the 2016 global cost savings and restructuring plan in employee separation / asset related charges, net in the company's interim Consolidated Income Statements. This was primarily due to a reduction in severance and related benefit costs partially offset by the identification of additional projects in certain segments.  The reduction in severance and related benefit costs was driven by the elimination of positions at a lower cost than expected as a result of redeployments and attrition as well as lower than estimated individual severance costs.  

The net (benefit) charge related to the segments for the three and six months ended June 30, 2016 as follows:
 Three Months EndedSix Months Ended
 June 30,June 30,
 20162016
Agriculture$(5)$16
Electronics & Communications(8)(15)
Industrial Biosciences(3)(4)
Nutrition & Health(12)(13)
Performance Materials(9)(5)
Protection Solutions(7)(10)
Other
3
Corporate expenses(46)(60)
 $(90)$(88)



11

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

20142016 Global Cost Savings and Restructuring ProgramPlan
At June 30, 2016,March 31, 2017, total liabilities related to the program were $40.$63. The restructuring actions associated with the charge were substantially completed in 2016. A complete discussion of restructuring initiatives is included in the company's 20152016 Annual Report in Note 4, "Employee Separation / Asset Related Charges, Net."

Account balances and activity related tofor the programrestructuring plan, which reflect timing of payments, are summarized below:
 Severance and Related Benefit Costs
Other Non-Personnel Charges 1
Total
Balance at December 31, 2015$76
$2
$78
Payments(38)
(38)
Balance as of June 30, 2016$38
$2
$40
 Severance and Related Benefit Costs
Other Non-Personnel Charges1
Total
Balance at December 31, 2016$100
$22
$122
Payments(50)(10)(60)
Net translation adjustment1

1
Balance as of March 31, 2017$51
$12
$63
1.    Other non-personnel charges consist of contractual obligation costs.

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

During the three months ended June 30, 2015,March 31, 2016, a $2net adjustment to the estimated costscharge of $2 was recorded associated with the 20142016 global cost savings and restructuring program was recordedplan in employee separation / asset related charges, net in the company's interim Consolidated Income Statements.Statement. This was 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 adjustmentsnet charge related to the segments for the three months ended June 30, 2015March 31, 2016 was as follows: Agriculture - $4,$21, Electronics & Communications - $(11)$(7), Industrial Biosciences - $1,$(1), Nutrition & Health - $4,$(1), Performance Materials - $2,$4, Protection Solutions - $(1)$(3), and Other - $3.$3, as well as Corporate expenses $(14).

Cost Basis Investment Impairment
During the first quarter 2015, a $38 pre-tax impairment charge was recorded in employee separation / asset related charges, net within the Other segment. The majority related to a cost basis investment in which the assessment resulted from the venture's revised operating plan reflecting underperformance of its European wheat based ethanol facility and deteriorating European ethanol market conditions. As a result, the carrying value of DuPont's 6 percent cost basis investment in this venture exceeded its fair value by $37, such that an impairment charge was recorded.


12

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

Note 5.  Other Income, Net 
Three Months EndedSix Months EndedThree Months Ended
June 30,March 31,
201620152016201520172016
Royalty income$24
$30
$81
$64
$45
$57
Interest income27
40
43
65
25
16
Equity in earnings of affiliates, net28
14
38
18
18
10
Net gain on sales of businesses and other assets1
11
26
384
31
Net exchange (losses) gains2
(15)11
(136)90
Net gain on sales of businesses and other assets1,2
192
373
Net exchange losses(59)(121)
Miscellaneous income and expenses, net3
(24)134
13
186
85
37
Other income, net$51
$255
$423
$454
$306
$372
 

1.
Includes a pre-tax gain of $162 ($86 net of tax) for the three months ended March 31, 2017 related to the sale of the global food safety diagnostic business. See Note 3 for additional information.
2.  
Includes a pre-tax gain of $369 ($214 net of tax) for the sixthree months ended June 30,March 31, 2016 related to the sale of DuPont (Shenzhen) Manufacturing Limited. See Note 3 for additional information.
2.
The $90 net exchange gain for the six months ended June 30, 2015, includes a net $(32) pre-tax exchange loss associated with the devaluation of the Ukrainian hryvnia.
3.  
Miscellaneous income and expenses, net, includes interest items, certain insurance recoveries and gains related to litigation settlements, and other items. For the three months ended March 31, 2017, the amount includes a $47 benefit associated with accrued interest reversals related to a reduction in the company's unrecognized tax benefits due to the closure of various tax statutes of limitations. See Note 6 for additional information.

The following table summarizes the impacts of the company's foreign currency hedging program on the company's results of operations for the three and six months ended June 30, 2016March 31, 2017 and 2015.2016. The company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The hedging program gains (losses) are largely taxable (tax deductible) in the U.S., whereas the offsetting exchange gains (losses) on the re-measurement of certain net monetary asset positions are not taxable (tax deductible) in their local jurisdictions. The net pre-tax exchange gains (losses) are recorded in other income, net and the related tax impact is recorded in provision for income taxes on continuing operations in the interim Consolidated Income Statements.
 Three Months EndedSix Months Ended
 June 30,June 30,
 2016201520162015
Subsidiary Monetary Position Gain (Loss)    
Pre-tax exchange gain (loss)1
$146
$29
$179
$(171)
Local tax (expenses) benefits(60)25
(47)(84)
Net after-tax impact from subsidiary exchange gain (loss)86
54
132
(255)
     
Hedging Program Gain (Loss)    
Pre-tax exchange (loss) gain(161)(18)(315)261
Tax benefits (expenses)58
6
113
(94)
Net after-tax impact from hedging program exchange (loss) gain(103)(12)(202)167
     
Total Exchange Gain (Loss)    
Pre-tax exchange (loss) gain(15)11
(136)90
Tax (expenses) benefits(2)31
66
(178)
Net after-tax exchange (loss) gain$(17)$42
$(70)$(88)

1.
Excludes equity affiliates.


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

 Three Months Ended
 March 31,
 20172016
Subsidiary Monetary Position Gain (Loss)  
Pre-tax exchange gains$26
$33
Local tax benefits36
13
Net after-tax impact from subsidiary exchange gains62
46
   
Hedging Program Gain (Loss)  
Pre-tax exchange losses(85)(154)
Tax benefits30
55
Net after-tax impact from hedging program exchange losses(55)(99)
   
Total Exchange Gain (Loss)  
Pre-tax exchange losses(59)(121)
Tax benefits66
68
Net after-tax exchange gains (losses)$7
$(53)

Note 6.  Income Taxes 
Each year the company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the company. As a result, there is an uncertainty in income taxes recognized in the company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. It is reasonably possible that net reductionschanges to the company’scompany's global unrecognized tax benefits could be insignificant; however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of $100 to $120increases or decreases that may occur within the next twelve months withcannot be made.

During the majoritythree months ended March 31, 2017, the company recognized a tax benefit of $57, as well as a $50 pre-tax benefit on associated accrued interest reversals, related to a reduction in the company's unrecognized tax benefits due to the settlementclosure of uncertain tax positions with various tax authorities.statutes of limitations. Income from continuing operations during the three months ended March 31, 2017 includes a tax benefit of $53 and a pre-tax benefit of $47 for accrued interest reversals (recorded in other income, net). Loss from discontinued operations during the three months ended March 31, 2017 includes a tax benefit of $4 and a pre-tax benefit of $3 for the accrued interest reversal.  


13

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

Note 7.  Earnings Per Share of Common Stock
Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings per share calculations for the periods indicated:
Three Months EndedSix Months EndedThree Months Ended
June 30,June 30,March 31,
201620152016201520172016
Numerator:  
Income from continuing operations after income taxes attributable to DuPont$1,023
$969
$2,246
$1,986
$1,330
$1,223
Preferred dividends(3)(3)(5)(5)(2)(2)
Income from continuing operations after income taxes available to DuPont common stockholders$1,020
$966
$2,241
$1,981
$1,328
$1,221
    
Loss from discontinued operations after income taxes available to DuPont common stockholders$(3)$(29)$
$(15)
(Loss) income from discontinued operations after income taxes available to DuPont common stockholders$(217)$3
    
Net income available to common stockholders$1,017
$937
$2,241
$1,966
$1,111
$1,224
    
Denominator:    
Weighted-average number of common shares outstanding - Basic875,013,000
905,761,000
874,269,000
906,296,000
866,516,000
873,546,000
Dilutive effect of the company’s employee compensation plans4,166,000
5,920,000
3,945,000
6,452,000
4,567,000
3,705,000
Weighted-average number of common shares outstanding - Diluted879,179,000
911,681,000
878,214,000
912,748,000
871,083,000
877,251,000

The following average number of stock options were antidilutive, and therefore not included in the dilutive earnings per share calculations:
 Three Months EndedSix Months Ended
 June 30,June 30,
 2016201520162015
Average number of stock options4,994,000
5,357,000
5,049,000
2,678,000
 Three Months Ended
 March 31,
 20172016
Average number of stock options6,000
5,104,000

The change in the average number of stock options that were antidilutive in the three and six months ended June 30, 2016March 31, 2017, compared to the same period last year was due to changes in the company's average stock price.

Note 8. Inventories
 March 31,
2017
December 31,
2016
Finished products$2,953
$3,113
Semi-finished products1,838
2,009
Raw materials, stores and supplies669
719
 5,460
5,841
Adjustment of inventories to a last-in, first-out (LIFO) basis(173)(168)
Total$5,287
$5,673


14

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

Note 8. Inventories
 June 30,
2016
December 31,
2015
Finished products$2,774
$3,779
Semi-finished products1,478
1,780
Raw materials, stores and supplies701
783
 4,953
6,342
Adjustment of inventories to a last-in, first-out (LIFO) basis(197)(202)
Total$4,756
$6,140

Note 9.  Other Intangible Assets 
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows: 
June 30, 2016December 31, 2015March 31, 2017December 31, 2016
Gross
Accumulated
Amortization
NetGross
Accumulated
Amortization
NetGross
Accumulated
Amortization
NetGross
Accumulated
Amortization
Net
Intangible assets subject to amortization (Definite-lived): 
 
 
 
 
 
 
 
 
 
 
 
Customer lists$1,619
$(561)$1,058
$1,621
$(529)$1,092
$1,597
$(612)$985
$1,574
$(586)$988
Patents501
(244)257
454
(220)234
451
(280)171
446
(259)187
Purchased and licensed technology1,167
(804)363
1,173
(649)524
930
(577)353
964
(579)385
Trademarks26
(14)12
26
(13)13
Trademarks / trade names53
(16)37
53
(15)38
Other 1
179
(78)101
180
(72)108
172
(86)86
171
(82)89
3,492
(1,701)1,791
3,454
(1,483)1,971
3,203
(1,571)1,632
3,208
(1,521)1,687
  
Intangible assets not subject to amortization (Indefinite-lived): 
 
 
 
 
 
 
 
 
 
 
 
In-process research and development71

71
72

72
74

74
73

73
Microbial cell factories306

306
306

306
306

306
306

306
Pioneer germplasm1,048

1,048
1,048

1,048
1,057

1,057
1,053

1,053
Trademarks/tradenames751

751
747

747
Trademarks / trade names555

555
545

545
2,176

2,176
2,173

2,173
1,992

1,992
1,977

1,977
Total$5,668
$(1,701)$3,967
$5,627
$(1,483)$4,144
$5,195
$(1,571)$3,624
$5,185
$(1,521)$3,664
1. 
Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements.

The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $104$51 and $226$122 for the three and six months ended June 30,March 31, 2017 and 2016, and $117 and $256 for the three and six months ended June 30, 2015, respectively. The estimated aggregate pre-tax amortization expense from continuing operations for the remainder of 20162017 and each of the next five years is approximately $104, $207, $208, $213, $200$151, $209, $211, $193, $138 and $147,$115, respectively.


15

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 10.  Short-Term and Long-Term Borrowings
Repurchase Facility
In February 2016,January 2017, the company entered into a committed receivable repurchase agreement of up to $1,000$1,300 (the Repurchase Facility). The Repurchase Facility is structured to account for the seasonality of the agricultural business and expires on November 30, 2016.2017. Under the Repurchase Facility, the company may sell a portfolio of available and eligible outstanding customer notes receivables within the Agriculture segment to participating institutions and simultaneously must agree to repurchase such notes receivable at a future date. The Repurchase Facility is considered a secured borrowing with the customer notes receivables utilized as collateral. The amount of collateral required equals 105%105 percent of the outstanding borrowing amounts. Borrowings under the Repurchase Facility have an interest rate of the London interbank offered rate (LIBOR) plus 0.75%.0.75 percent.

As of June 30, 2016, $1,050March 31, 2017, $315 of notes receivable, recorded in accounts and notes receivable, net, were pledged as collateral against outstanding borrowings under the Repurchase Facility of $1,000,$300, recorded in short-term borrowings and capital lease obligations.

Term Loan Facility
In March 2016, the company entered into a credit agreement that provides for a three-year, senior unsecured term loan facility in the aggregate principal amount of $4,500 (the(as amended from time to time, the Term Loan Facility). In the first quarter of 2017, the Term Loan Facility was amended to extend the date on which the commitment to lend terminates. As a result, DuPont may make up to seven term loan borrowings within one year of the closing date andthrough July 27, 2018; amounts repaid or prepaid are not available for subsequent borrowings. The Term Loan Facility matures in March 2019 at which time all outstanding borrowings, including accrued but unpaid interest, become immediately due and payable.

Under the Term Loan Facility, DuPont can borrow funds at LIBOR plus a spread from 0.75% to 1.25% (LIBOR Loan Rate) depending on DuPont's long term credit rating. As of June 30, 2016,March 31, 2017, the company had borrowed $500 at the LIBOR Loan Rate and had unused commitments of $4,000 under the Term Loan Facility.

DuPont has the option
15

Table of obtaining a same day loan under the Term Loan Facility at an interest rate based on the higher of a) the LIBOR Loan Rate, b) the federal funds effective rate plus 0.5% plus a margin from 0.00% to 0.25% depending on DuPont's long term credit rating (Margin) or c) the prime rate plus Margin.Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 11.  Commitments and Contingent Liabilities 
Guarantees 
Indemnifications
In connection with acquisitions and divestitures as of June 30, 2016,March 31, 2017, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transaction.transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. If the indemnified party were to incur a liability or have a liability increase as a result of a successful claim, pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party. The maximum amount of potential future payments is generally unlimited.

Obligations for Equity Affiliates & Others 
The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates, customers and suppliers. InAdditionally, in connection with the separation,Separation, the company has directly guaranteed Chemours' purchase obligations under an agreement with a third party supplier. At June 30, 2016March 31, 2017 and December 31, 20152016, the company had directly guaranteed $311356 and $337354, respectively, of such obligations. These amounts represent the maximum potential amount of future (undiscounted) payments that the company could be required to make under the guarantees. The company would be required to perform on these guarantees in the event of default by the guaranteed party.

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

In certain cases, the company has recourse to assets held as collateral, as well as personal guarantees from customers and suppliers. Assuming liquidation, these assets are estimated to cover 2320 percent of the $97176 of guaranteed obligations of customers and suppliers.


16

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

Set forth below are the company's guaranteed obligations at June 30, 2016March 31, 2017:
Short-TermLong-TermTotalShort-TermLong-TermTotal
Obligations for customers and suppliers1:
 
 
 
 
 
 
Bank borrowings (terms up to 6 years)$69
$28
$97
Bank borrowings (terms up to 5 years)$167
$9
$176
Obligations for equity affiliates2:
 
 
 
 
 
 
Bank borrowings (terms up to 1 year)181

181
165

165
Obligations for Chemours3:
  
Chemours' purchase obligations (final expiration - 2018)22
11
33
15

15
Total$272
$39
$311
$347
$9
$356
1. 
Existing guarantees for customers and suppliers, as part of contractual agreements.
2.   
Existing guarantees for equity affiliates' liquidity needs in normal operations.
3. 
Guarantee for Chemours' raw material purchase obligations under agreement with third party supplier.

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


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

PFOA
DuPont used PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt), as a processing aid to manufacture some fluoropolymer resins at various sites around the world including its Washington Works plant in West Virginia. At March 31, 2017, DuPont has a total accrual balance of $686 related to the PFOA matters discussed below and has recorded a total indemnification asset of $350 from Chemours pursuant to the Separation Agreement discussed in Note 3 and the first quarter 2017 agreement between Chemours and DuPont.

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

DuPont and attorneys for the class reached a settlement in 2004 that binds about 80,000 residents, (the Leach Settlement). In 2005, DuPont paid the plaintiffs’ attorneys’ fees and expenses of $23 and made a payment of $70, which class counsel designated to fund a community health project. The company funded a series of health studies which were completed in October 2012 by an independent science panel of experts (the C8 Science Panel). The studies were conducted in communities exposed to PFOA to evaluate available scientific evidence on whether any probable link exists, as defined in the Leach Settlement Agreement, between exposure to PFOA and human disease. The C8 Science Panel found probable links, as defined in the Leach Settlement Agreement, between exposure to PFOA and pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol.

In May 2013, a panel of three independent medical doctors released its initial recommendations for screening and diagnostic testing of eligible class members for the six human diseases for which the C8 Science Panel determined a probable link exists. In September 2014, the medical panel recommended follow-up screening and diagnostic testing three years after initial testing, based on individual results. The medical panel has not communicated its anticipated schedule for completion of its protocol. Under the Leach Settlement Agreement, the company is obligated to fund up to $235 for a medical monitoring program for eligible class members and, in addition, administrative costs associated with the program, including class counsel fees. In January 2012, the company established and put $1 into an escrow account to fund medical monitoring as required by the settlement agreement. The balance in the escrow account must be at least $0.5; as a result, transfers of additional funds may be required periodically. The court-appointed Director of Medical Monitoring has established the program to implement the medical panel's recommendations and the registration process, as well as eligibility screening, is ongoing. Diagnostic screening and testing has begun and associated payments to service providers are being disbursed from the escrow account; at March 31, 2017 less than $1 has been disbursed. While it is probable that the company will incur liabilities related to funding the medical monitoring program, such liabilities cannot be reasonably estimated due to uncertainties surrounding the level of participation by eligible class members and the scope of testing. In addition, under the Leach Settlement Agreement, the company must continue to provide water treatment designed to reduce the level of PFOA in water to six area water districts, including the Little Hocking Water Association (LHWA), and private well users.

Multi-District Litigation
Leach class members may pursue personal injury claims against DuPont only for the six human diseases for which the C8 Science Panel determined a probable link exists. At March 31, 2017, there were approximately 3,550 lawsuits, of which about 30 allege wrongful death, pending in various federal and state courts in Ohio and West Virginia. These lawsuits are consolidated in multi-district litigation (MDL) in the U.S. District Court for the Southern District of Ohio (the Court).

The table below approximates the number of lawsuits based on primary alleged disease.
Alleged InjuryNumber of Claims
Kidney cancer210
Testicular cancer70
Ulcerative colitis300
Preeclampsia200
Thyroid disease1,430
High cholesterol1,340


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

In February 2017, DuPont entered into an agreement in principle with MDL plaintiffs’ counsel providing for a global settlement of all cases and claims in the MDL, including all filed and unfiled personal injury cases and claims that are part of the plaintiffs’ counsel’s claim inventory as well as the cases captioned Bartlett v. DuPont, Freeman v. DuPont, Moody v. DuPont and Vigneron v. DuPont, (the MDL Trial Plaintiffs).

In connection with all filed and unfiled personal injury cases and claims that are part of the plaintiffs' counsel's claim inventory, on March 31, 2017, DuPont and MDL plaintiffs’ counsel entered into a definitive agreement covering Leach class members who either, 1) asserted a qualifying claim, not previously settled, withdrawn or dismissed as of February 11, 2017; or 2) claimed to have a qualifying condition and on or before February 11, 2017, had retained counsel for purposes of making a qualifying claim,(the Master Settlement Agreement). Also on March 31, 2017, DuPont and MDL plaintiffs’ counsel entered into a definitive agreement related to the MDL Trial Plaintiffs (the MDL Trial Plaintiffs Settlement Agreement). The Master Settlement Agreement and the MDL Trial Plaintiffs Settlement Agreement (collectively referred to as the MDL Settlement) are not subject to court approval.

The aggregate total settlement amount under the MDL Settlement is $670.7 in cash. DuPont and Chemours have agreed that half of that amount will be paid by Chemours and half by DuPont.  DuPont’s payment would not be subject to indemnification or reimbursement by Chemours.  In exchange for that payment, DuPont and Chemours will receive a complete release of all claims by the settling plaintiffs.  The MDL Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by DuPont or Chemours. The Master Settlement Agreement includes a "Walk-Away Right" that allows DuPont to terminate the settlement if required participation thresholds are not met for any disease category. Whether those thresholds are met will be determined in accordance with the Master Settlement Agreement at various dates into the third quarter 2017, subject to extension. The Master Settlement Agreement will not be deemed effective until the date on which the parties agree that the required participation thresholds have been met (the MSA Effective Date).

In connection with the MDL Settlement, the company increased the accrual related to the PFOA multi-district litigation to $670.7 at March 31, 2017, (the MDL Settlement Accrual). Due to the first quarter 2017 agreement with Chemours discussed above, the company increased the indemnification asset related to the PFOA multi-district litigation to $335 at March 31, 2017. The remainder of the MDL Settlement Accrual amount was recorded as a charge of $335 ($224 net of tax) to loss from discontinued operations in the company's interim Consolidated Income Statement during the three months ended March 31, 2017.

DuPont and Chemours have also agreed, subject to and following the MSA Effective Date, to a limited sharing of potential future PFOA liabilities (i.e., indemnifiable losses, as defined in the Separation Agreement) for a period of 5 years, starting on the MSA Effective Date. During that five-year period, Chemours would annually pay future PFOA liabilities up to $25 and, if such amount is exceeded, DuPont would pay any excess amount up to the next $25 (which payment will not be subject to indemnification by Chemours), with Chemours annually bearing any further excess liabilities. After the five-year period, this limited sharing agreement would expire, and Chemours’ indemnification obligations under the Separation Agreement would continue unchanged.  Chemours has also agreed that, upon the occurrence of the MSA Effective Date, it will not contest its liability to DuPont under the Separation Agreement for PFOA liabilities on the basis of ostensible defenses generally applicable to the indemnification provisions under the Separation Agreement, including defenses relating to punitive damages, fines or penalties or attorneys’ fees, and waives any such defenses with respect to PFOA liabilities.  Chemours has, however, retained defenses as to whether any particular PFOA claim is within the scope of the indemnification provisions of the Separation Agreement.

Status of MDL Post MDL Settlement
In 2014, six cases from the MDL were selected for individual trial. In 2016, three of these cases, (two kidney cancer cases and one ulcerative colitis case), were settled for amounts immaterial individually and in the aggregate, and one case was voluntarily withdrawn by plaintiffs.

Three other cases were tried to verdict in 2015 (Bartlett v. DuPont, kidney cancer), 2016 (Freeman v. DuPont, testicular cancer), and 2017 (Vigneron v. DuPont, testicular cancer), and a fourth trial (Moody v. DuPont, testicular cancer) began in 2017 and was still underway at the time of the MDL Trial Plaintiffs Settlement Agreement. The Bartlett jury awarded compensatory damages of $1.6 and no punitive damages. That verdict was on appeal to the U.S. Court of Appeals for the Sixth Circuit at the time of the MDL Trial Plaintiffs Settlement Agreement. The Freeman jury awarded compensatory damages of $5.1 and $0.5 in punitive damages and attorneys’ fees. The Vigneron jury awarded compensatory damages of $2 and punitive damages of $10.5. Post-trial motions in Freeman and Vigeron were still pending at the time of the MDL Trial Plaintiffs Settlement Agreement.


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

As a result of the MDL Settlement, all litigation and judicial proceedings related to the MDL pending before the Court and U.S. Court of Appeals for the Sixth Circuit have been stayed (the MDL Stay). At March 31, 2017, the MDL Settlement Accrual reflects management’s best estimate of MDL-related loss. If the Master Settlement Agreement is terminated or otherwise does not proceed, additional lawsuits could go to trial or appeal over the course of many years. In this event, management would consider the outcomes of such rulings, trials and appeals, the uniqueness of the individual MDL plaintiff’s claims and the defenses to those claims, both as to potential liability and damages on an individual claim basis, among other factors, in reviewing its estimate of or ability to reasonably estimate loss.

Additional Actions
Since 2006, DuPont has undertaken obligations under agreements with the U.S. Environmental Protection Agency (EPA), including a 2009 consent decree under the Safe Drinking Water Act (the Order), and voluntary commitments to the New Jersey Department of Environmental Protection (NJDEP).  These obligations and voluntary commitments include surveying, sampling and testing drinking water in and around certain company sites and offering treatment or an alternative supply of drinking water if tests indicate the presence of PFOA in drinking water at or greater than the national health advisory level, even if provisional, as established from time to time by EPA. A provisional health advisory level was set in 2009 at 0.4 parts per billion (ppb) for PFOA in drinking water considering episodic exposure. In May 2016, EPA announced a health advisory level of 0.07 ppb for PFOA in drinking water considering lifetime versus episodic exposure.

At June 30, 2016 DuPont In January 2017, EPA announced it had an accrual balance of $19 relatedamended the Order to the PFOA matters discussed in this Note. The company recorded an additional $5 during the three months ended June 30, 2016 primarily for the impact ofinclude Chemours, and to make the new health advisory level on the company'strigger for additional actions by the companies, thus expanding the obligations to the EPA which have expandedbeyond the previously established testing and water supply commitments previously established. Pursuant to the Separation Agreement discussed in Note 3, the company is indemnified by Chemours for PFOA matters. As a result, the company has recorded an indemnification asset of $19 corresponding to the accrual balance as of June 30, 2016.

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

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

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


17

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

In May 2013, a panel of three independent medical doctors released its initial recommendations for screening and diagnostic testing of eligible class members. In September 2014, the medical panel recommended follow-up screening and diagnostic testing three years after initial testing, based on individual results. The medical panel has not communicated its anticipated schedule for completion of its protocol. The company is obligated to fund up to $235 for a medical monitoring program for eligible class members and, in addition, administrative costs associated with the program, including class counsel fees.  In January 2012, the company established and put $1 into an escrow account to fund medical monitoring as required by the settlement agreement. Under the settlement agreement, thecompany's accrual balance in the escrow amount must be at least $0.5; as a result, transfers of additional funds may be required periodically.  The court appointed Director of Medical Monitoring has established the program to implement the medical panel's recommendations and the registration process, as well as eligibility screening, is ongoing. Diagnostic screening and testing has begun and associated payments to service providers are being disbursed from the escrow account; at June 30, 2016, less than $1 has been disbursed. While it is probable that the company will incur liabilitiesMarch 31, 2017, include $15 related to funding the medical monitoring program, such liabilities cannot be reasonably estimated due to uncertainties surrounding the level of participation by eligible class membersthese obligations and the scope of testing.

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

Class members may pursue personal injury claims against DuPont only for those human diseases for which the C8 Science Panel determined a probable link exists. At June 30, 2016 and December 31, 2015, there were approximately 3,500 lawsuits pending in various federal and state courts in Ohio and West Virginia. These lawsuits are consolidated in multi-district litigation in Ohio federal court (MDL). DuPont, through Chemours, denies the allegations in these lawsuits and is defending itself vigorously. As a result of plaintiffs' corrected pleadings and further discovery, in the first quarter 2016, the company revised downward to 30 the estimated number of the pending lawsuits that allege wrongful death.

In 2014, six plaintiffs from the MDL were selected for individual trial. One of these six cases was voluntarily withdrawn by plaintiffs. In the first case tried to verdict, captioned Bartlett v. DuPont, in October 2015, the jury awarded $1.6 in compensatory damages and no punitive damages. The plaintiff alleged that exposure to PFOA in drinking water had caused kidney cancer. DuPont is appealing the decision. The second matter selected for trial, Wolf v. DuPont, involved allegations that exposure to PFOA in drinking water caused ulcerative colitis; prior to trial, a confidential settlement for an immaterial amount was reached in the first quarter 2016 and has been substantially completed. Two cases alleging that exposure to PFOA in drinking water caused kidney cancer were settled in the second quarter 2016, for amounts immaterial individually and in the aggregate.

In the second case to be tried to a verdict, Freeman v. DuPont, the plaintiff alleged that exposure to PFOA in drinking water caused testicular cancer. In July 2016, the jury awarded $5.1 in compensatory damages plus $0.5 in punitive damages and attorneys’ fees. The company will appeal the decision.

As a result, four of the six cases have been resolved and the two that were tried to a verdict have been or will be appealed. In January 2016, the court determined that 40 cases in which plaintiffs assert cancer claims, would be scheduled for trial through 2017. Plaintiffs’ attorneys are responsible for identifying the 40 individual cases to be tried. In July 2016, the court scheduled the first case for trial in November 2016 and the second for trial in January 2017. In both of these cases, plaintiffs allege that exposure to PFOA in drinking water caused testicular cancer and high cholesterol. The court scheduled a third trial for May 2017 for which plaintiffs’ attorneys have not yet identified the individual case.

An approximate breakdown of the about 3,500 lawsuits still pending in the MDL is shown below.

Alleged InjuryNumber of Claims
Kidney cancer200
Testicular cancer70
Ulcerative colitis300
Preeclampsia200
Thyroid disease1,430
High cholesterol1,340


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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

This type of litigation could take place over many years and interim results do not predict the final outcome of cases. While DuPont believes it is probable that it could incur liabilities related to the lawsuits still pending in the MDL beyond the settlements discussed above, a range of such liabilities cannot be reasonably estimated at this time. Given the wide range of outcomes associated with the six initial cases in the MDL as discussed above, including two cases that have been or will be appealed, the company does not believe activity to date provides a reasonable basis to derive a range of loss for the remaining lawsuits still pending in the MDL in total or by category of claim. The possible range of loss is unpredictable and involves significant uncertainty due to the uniqueness of the remaining, individual plaintiff's claims and the company's defenses to those claims both as to potential liability and damages on an individual claims basis, among other factors.

The court has ordered the parties to participate in nonbinding mediation regarding global resolution of the MDL. On July 13, 2016, the court entered an order scheduling initial meetings for the mediation on July 27 and 28, 2016.
Additional Actions
In the first quarter 2016, a confidential settlement was reached in the Ohio action brought by the LHWA claiming, “imminent and substantial endangerment to health and or the environment” under the Resource Conservation and Recovery Act (RCRA) in addition to general claims of PFOA contamination of drinking water. The cost of the settlement was paid by Chemours.

Under the Separation Agreement, all liabilities associated with the PFOA matters discussed above, including liabilities related to judgments, including punitive damages, or settlements associated with the MDL, are subject to indemnification by Chemours.voluntary commitments.

Environmental 
The company is also subject to contingencies pursuant to environmental laws and regulations that in the future may require the company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the company or other parties. The company accrues for environmental remediation activities consistent with the policy as described in the company's 20152016 Annual Report in Note 1, “Summary"Summary of Significant Accounting Policies." Much of this liability results from the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, often referred to as Superfund), RCRAthe Resource Conservation and Recovery Act (RCRA) and similar state and global laws. These laws require the company to undertake certain investigative, remediation and restoration activities at sites where the company conducts or once conducted operations or at sites where company-generated waste was disposed. The accrual also includes estimated costs related to a number of sites identified by the company for which it is probable that environmental remediation will be required, but which are not currently the subject of enforcement activities.

Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies, as well as the presence or absence of potentially responsible parties. At June 30, 2016,March 31, 2017, the Condensed Consolidated Balance Sheet included a liability of $499,$487, relating to these matters and, in management's opinion, is appropriate based on existing facts and circumstances. The average time frame over which the accrued or presently unrecognized amounts may be paid, based on past history, is estimated to be 15-20 years. Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, the potential liability may range up to $1,012$775 above the amount accrued as of June 30, 2016.March 31, 2017. Pursuant to the Separation Agreement discussed in Note 3, the company is indemnified by Chemours for certain environmental matters, included in the liability of $499,$487, that have an estimated liability of $287$265 as of June 30, 2016,March 31, 2017, and a potential exposure that ranges up to approximately $607$400 above the amount accrued. As such, the company has recorded an indemnification asset of $287$265 corresponding to the company’s accrual balance related to these matters at June 30, 2016.March 31, 2017.


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

Note 12.  Stockholders’ Equity 
Share Repurchase ProgramOther Comprehensive Income (Loss)
2015 Share Buyback PlanThe changes and after-tax balances of components comprising accumulated other comprehensive loss are summarized below:
In
 
Cumulative Translation Adjustment1
Net Gains (Losses) on Cash Flow Hedging Derivative InstrumentsPension Benefit PlansOther Benefit PlansUnrealized Gain (Loss) on SecuritiesTotal
2017 
 
 
 
 
 
Balance January 1, 2017$(2,843)$7
$(6,720)$(357)$2
$(9,911)
Other comprehensive income (loss) before reclassifications378
2
(15)
1
366
Amounts reclassified from accumulated other comprehensive income (loss)
(5)124
4
(1)122
Net other comprehensive income (loss)378
(3)109
4

488
Balance March 31, 2017$(2,465)$4
$(6,611)$(353)$2
$(9,423)
1.
The cumulative translation adjustment gain for the three months ended March 31, 2017 is primarily driven by the weakening of the U.S. dollar (USD) against the European Euro (EUR) and the Brazilian real (BRL).

 
Cumulative Translation Adjustment1
Net Gains (Losses) on Cash Flow Hedging Derivative Instruments
Pension Benefit Plans2
Other Benefit PlansUnrealized Gain (Loss) on SecuritiesTotal
2016 
 
 
 
 
 
Balance January 1, 2016$(2,333)$(24)$(7,043)$22
$(18)$(9,396)
Other comprehensive (loss) income before reclassifications170
10
(762)(79)(9)(670)
Amounts reclassified from accumulated other comprehensive income (loss)
7
143
(36)1
115
Net other comprehensive (loss) income170
17
(619)(115)(8)(555)
Balance March 31, 2016$(2,163)$(7)$(7,662)$(93)$(26)$(9,951)
1.
The cumulative translation adjustment gain for the three months ended March 31, 2016 is primarily driven by the weakening of the USD against the EUR and BRL.
2.
The Pension Benefit Plans loss recognized in other comprehensive (loss) income during the three months ended March 31, 2016 includes the impact of the re-measurement of the principal U.S. pension plan as of March 31, 2016. See Note 14 for additional information.

The tax (expense) benefit on the first quarter 2015, DuPont announced its intentionnet activity related to buy back shareseach component of about $4,000 using the distribution proceeds received from Chemours. In connection with the completion of the spin-off of Chemours, the Board of Directors authorized the use of the distribution proceeds to buy back shares of the company's common stockother comprehensive income (loss) were as follows: $2,000 to be purchased and retired by December 31, 2015, which was completed during 2015, with the remainder to be purchased and retired by December 31, 2016. There were no share repurchases under this plan in the first and second quarter 2016. As a result of the planned merger with Dow, the company’s opportunity to repurchase shares was restricted until after the shareholder vote on the merger. The shareholder vote occurred on July 20, 2016. During the remainder of the year, the company will evaluate the opportunities to enter the market and plans to make repurchases; however, it is unlikely that the company will complete all of the remaining $2,000 stock buyback by year-end. As of June 30, 2016, in aggregate, the company has paid $2,000 and received and retired 35 million shares.
For the three months ended March 31,20172016
Net gains (losses) on cash flow hedging derivative instruments$1
$(10)
Pension benefit plans, net(60)351
Other benefit plans, net(2)61
Tax (expense) benefit from income taxes related to other comprehensive income (loss) items$(61)$402

2014 Share Buyback Plan
In January 2014, the company's Board of Directors authorized a $5,000 share buyback plan that replaced the 2011 plan. During the three and six months ended June 30, 2015, the company purchased and retired 1 million and 4.6 million shares, respectively, in the open market for a total cost of $353, which offset the dilution from employee compensation plans in the first and second quarter of 2015. There were no share repurchases under this plan in the first and second quarter 2016. As of June 30, 2016, in aggregate, the company has purchased 34.7 million shares at a total cost of $2,353 under the plan. There is no required completion date for the remaining stock purchases.


20

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

Other Comprehensive (Loss) Income
A summary of the changes inreclassifications out of accumulated other comprehensive (loss) income for the three and six months ended June 30, 2016 and 2015loss is provided as follows:
 Three Months EndedThree Months EndedAffected Line Item in Consolidated Income Statements
 June 30, 2016June 30, 2015
 Pre-TaxTaxAfter-TaxPre-TaxTaxAfter-Tax 
Cumulative translation adjustment(1)
$(97)$
$(97)$197
$
$197
 
Net revaluation and clearance of cash flow hedges to earnings:       
Additions and revaluations of derivatives designated as cash flow hedges21
(8)13
8
(3)5
See (2) below
Clearance of hedge results to earnings:       
Foreign currency contracts


(2)1
(1)Net sales
Commodity contracts7
(3)4
7
(3)4
Cost of goods sold
Net revaluation and clearance of cash flow hedges to earnings28
(11)17
13
(5)8
 
Pension benefit plans:       
Net loss(1,281)455
(826)(2)1
(1)See (2) below
Effect of foreign exchange rates31
(7)24
(62)18
(44)See (2) below
Reclassifications to net income:       
Amortization of prior service benefit(1)
(1)(1)
(1)See (3) below
Amortization of loss204
(72)132
210
(75)135
See (3) below
Curtailment loss, net17
(5)12



See (3) below
Settlement loss37
(14)23
4
(1)3
See (3) below
Pension benefit plans, net(993)357
(636)149
(57)92
 
Other benefit plans:       
Net loss(141)50
(91)


See (2) below
Reclassifications to net income:       
Amortization of prior service benefit(36)12
(24)(52)18
(34)See (3) below
Amortization of loss18
(5)13
19
(6)13
See (3) below
Curtailment gain, net(3)1
(2)


See (3) below
Other benefit plans, net(162)58
(104)(33)12
(21) 
Net unrealized gain on securities:       
Unrealized gain on securities arising during the period2

2



See (4) below
Reclassification of loss realized in net income12

12



Other income, net
Net unrealized gain on securities14

14



 
Other comprehensive (loss) income$(1,210)$404
$(806)$326
$(50)$276
 


21

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

 Six Months EndedSix Months EndedAffected Line Item in Consolidated Income Statements
 June 30, 2016June 30, 2015
 Pre-TaxTaxAfter-TaxPre-TaxTaxAfter-Tax 
Cumulative translation adjustment(1)
$73
$
$73
$(992)$
$(992) 
Net revaluation and clearance of cash flow hedges to earnings:       
Additions and revaluations of derivatives designated as cash flow hedges37
(14)23
(14)3
(11)See (2) below
Clearance of hedge results to earnings:       
Foreign currency contracts


(10)4
(6)Net sales
Commodity contracts18
(7)11
22
(9)13
Cost of goods sold
Net revaluation and clearance of cash flow hedges to earnings55
(21)34
(2)(2)(4) 
Pension benefit plans:       
Net loss(2,472)883
(1,589)(6)2
(4)See (2) below
Effect of foreign exchange rates32
(7)25
38
(9)29
See (2) below
Reclassifications to net income:       
Amortization of prior service benefit(3)1
(2)(3)1
(2)See (3) below
Amortization of loss376
(132)244
419
(149)270
See (3) below
Curtailment loss, net66
(22)44



See (3) below
Settlement loss38
(15)23
9
(3)6
See (3) below
Pension benefit plans, net(1,963)708
(1,255)457
(158)299
 
Other benefit plans:       
Net loss(265)95
(170)


See (2) below
Reclassifications to net income:       
Amortization of prior service benefit(75)25
(50)(104)37
(67)See (3) below
Amortization of loss35
(12)23
38
(13)25
See (3) below
Curtailment gain, net(33)11
(22)


See (3) below
Other benefit plans, net(338)119
(219)(66)24
(42) 
Net unrealized gain on securities:       
Unrealized loss on securities arising during the period(7)
(7)


See (4) below
Reclassification of loss realized in net income13

13



Other income, net
Net unrealized gain on securities6

6



 
Other comprehensive loss$(2,167)$806
$(1,361)$(603)$(136)$(739) 

 20172016Consolidated Statements of Income Classification
For the three months ended March 31,
Net gains (losses) on cash flow hedging derivative instruments, before tax:$(8)$11
See (1) below
Tax expense (benefit)3
(4)See (2) below
After-tax$(5)$7
 
Amortization of pension benefit plans:   
  Prior service benefit(1)(2)See (3) below
  Actuarial losses190
172
See (3) below
  Curtailment loss
49
See (3) below
  Settlement loss
1
See (3) below
Total before tax$189
$220
 
Tax benefit(65)(77)See (2) below
After-tax$124
$143
 
Amortization of other benefit plans:   
  Prior service benefit(17)(39)See (3) below
  Actuarial losses23
17
See (3) below
  Curtailment gain
(30)See (3) below
Total before tax$6
$(52) 
Tax (benefit) expense(2)16
See (2) below
After-tax$4
$(36) 
Net realized gains (losses) on investments, before tax:(1)1
See (4) below
Tax expense

See (2) below
After-tax$(1)$1
 
Total reclassifications for the period, after-tax$122
$115
 
1. 
The currency translation loss for the three months ended June 30, 2016 is primarily driven by the strengtheningCost of the U.S. dollar (USD) against the European Euro (EUR), partially offset by further weakening of the USD against the Brazilian real (BRL). The currency translation gain for the three months ended June 30, 2015 was driven by the weakening of the USD against both the EUR and BRL. The currency translation gain for the six months ended June 30, 2016 is primarily driven by modest weakening of the USD against the EUR and BRL as compared to the currency translation loss for the six months ended June 30, 2015 which was driven by the USD strengthening against the EUR and BRL.goods sold.
2. 
These amounts represent changes in accumulated other comprehensive loss excluding changes due to reclassifying amounts to the interim Consolidated Income Statements. See Notes 13 and 14Provision for additional information.income taxes from continuing operations.
3. 
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost of the company's pension and other long-term employee benefit plans. See Note 14 for additional information.
4. 
The unrealized gain (loss) on securities during the three and six months ended June 30, 2016 is due to the re-measurement of USD denominated marketable securities held by certain foreign entities at June 30, 2016 with a corresponding offset to cumulative translation adjustment.Other income, net.



22

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

The changes and after-tax balances of components comprising accumulated other comprehensive loss are summarized below:
 Cumulative Translation AdjustmentNet Revaluation and Clearance of Cash Flow Hedges to EarningsPension Benefit PlansOther Benefit PlansUnrealized (Loss) Gain on SecuritiesTotal
2016 
 
 
 
 
 
Balance January 1, 2016$(2,333)$(24)$(7,043)$22
$(18)$(9,396)
Other comprehensive income (loss) before reclassifications73
23
(1,564)(170)(7)(1,645)
Amounts reclassified from accumulated other comprehensive income (loss)
11
309
(49)13
284
Balance June 30, 2016$(2,260)$10
$(8,298)$(197)$(12)$(10,757)

 Cumulative Translation AdjustmentNet Revaluation and Clearance of Cash Flow Hedges to EarningsPension Benefit PlansOther Benefit PlansUnrealized (Loss) Gain on SecuritiesTotal
2015 
 
 
 
 
 
Balance January 1, 2015$(919)$(6)$(7,895)$262
$2
$(8,556)
Other comprehensive income (loss) before reclassifications(992)(11)25


(978)
Amounts reclassified from accumulated other comprehensive income (loss)
7
274
(42)
239
Balance June 30, 2015$(1,911)$(10)$(7,596)$220
$2
$(9,295)


2321

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 13. Financial Instruments
Cash, Cash Equivalents and Marketable Securities
The company's cash, cash equivalents and marketable securities as of June 30, 2016March 31, 2017 and December 31, 20152016 are comprised of the following:
 June 30, 2016December 31, 2015
 Cash and Cash EquivalentsMarketable SecuritiesTotal Estimated Fair ValueCash and Cash EquivalentsMarketable SecuritiesTotal Estimated Fair Value
Cash$1,658
$
$1,658
$1,938
$
$1,938
       
Level 1:      
Money market funds374

374
550

550
U.S. Treasury securities1

323
323

788
788
       
Level 2:      
Certificate of deposit / time deposits2
2,379
419
2,798
2,812
118
2,930
       
Total cash, cash equivalents and marketable securities$4,411
$742
 $5,300
$906
 

 March 31, 2017December 31, 2016
 Cash and Cash EquivalentsMarketable SecuritiesTotal Estimated Fair ValueCash and Cash EquivalentsMarketable SecuritiesTotal Estimated Fair Value
Cash$1,515
$
$1,515
$1,892
$
$1,892
       
Level 2:      
Certificate of deposit / time deposits1
1,832
2,570
4,402
2,713
1,362
4,075
       
Total cash, cash equivalents and marketable securities$3,347
$2,570
 $4,605
$1,362
 
1. 
Available-for-sale securities are reported at estimated fair value with unrealized gains and losses reported as component of accumulated other comprehensive loss. Proceeds from the sale of available-for-sale securities were $205 and $465 in the three and six months ended June 30, 2016, respectively.
2.
Held-to-maturityRepresents held-to-maturity investments are reported at amortized cost.

The estimated fair value of the company's cash equivalents, which approximates carrying value as of June 30, 2016March 31, 2017 and December 31, 2015,2016, was determined using level 1 and levelLevel 2 inputs within the fair value hierarchy. Level 1 measurements were based on observed net asset values and level 2 measurements were based on current interest rates for similar investments with comparable credit risk and time to maturity.

The estimated fair value of the held-to-maturity securities, which approximates carrying value as of June 30, 2016March 31, 2017 and December 31, 2015,2016, was determined using levelLevel 2 inputs within the fair value hierarchy, as described below.hierarchy. Level 2 measurements were based on current interest rates for similar investments with comparable credit risk and time to maturity. The carrying value approximates fair value due to the short-term nature of the investments.

TheAvailable-for-sale securities are reported at estimated fair value of the available-for-sale securitieswith unrealized gains and losses reported as a component of June 30, 2016 and December 31, 2015 was determined using level 1 inputs within the fair value hierarchy. Level 1 measurements were based on quoted market prices in active markets for identical assets and liabilities. The available-for-sale securities as of June 30, 2016 and December 31, 2015 are held by certain foreign subsidiaries in which the USD is not the functional currency. The fluctuations in foreign exchange are recorded in accumulated other comprehensive loss. These fluctuations are subsequently reclassified from accumulated other comprehensive loss to earnings in the period in which theThere were no sales of available-for-sale securities are sold and the gains and losses on these securities offset a portion of the foreign exchange fluctuations in earnings for the company.three months ended March 31, 2017. The proceeds from the sale of available-for-sale securities for the three months ended March 31, 2016 were $260.

Debt
The estimated fair value of the company's total debt, including interest rate financial instruments, was determined using level 2 inputs within the fair value hierarchy, as described in the company's 20152016 Annual Report in Note 1,Summary of Significant Accounting Policies.Based on quoted market prices for the same or similar issues or on current rates offered to the company for debt of the same remaining maturities, the fair value of the company's debt was approximately$11,170 $10,800 and $9,0508,890 as of June 30, 2016March 31, 2017 and December 31, 20152016, respectively.

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

24

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

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


22

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

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

The notional amounts of the company's derivative instruments were as follows:
June 30, 2016December 31, 2015March 31, 2017December 31, 2016
Derivatives designated as hedging instruments:    
Foreign currency contracts$
$10
Commodity contracts33
356
$282
$422
Derivatives not designated as hedging instruments:    
Foreign currency contracts8,796
8,065
7,342
9,896
Commodity contracts36
70
460
7

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

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

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

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

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


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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two-year period. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction is not probable of occurring. The following table summarizes the after-tax effect of cash flow hedges on accumulated other comprehensive loss for the three and six months ended June 30, 2016March 31, 2017 and 2015:2016:
Three Months EndedSix Months EndedThree Months Ended
June 30,June 30,March 31,
201620152016201520172016
Beginning balance$(7)$(18)$(24)$(6)$7
$(24)
Additions and revaluations of derivatives designated as cash flow hedges13
5
23
(11)2
10
Clearance of hedge results to earnings4
3
11
7
(5)7
Ending balance$10
$(10)$10
$(10)$4
$(7)

At June 30, 2016March 31, 2017, an after-tax net gain of $98 is expected to be reclassified from accumulated other comprehensive loss into earnings over the next 12twelve months.

Derivatives not Designated in Hedging Relationships
Foreign Currency Contracts
The company routinely uses foreign currency exchange contracts, including forward exchange and options contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The company also uses foreign currency exchange contracts including forward exchange and options contracts, to offset a portion of the company's exposure to certain foreign currency-denominated revenues so that gains and losses on thesethe contracts offset changes in the USD value of the related foreign currency-denominated revenues.

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

Fair Values of Derivative Instruments
The table below presents the fair values of the company's derivative assets and liabilities within the fair value hierarchy, as described in the company's 20152016 Annual Report in Note 1, “Summary of Significant Accounting Policies.”
 Fair Value Using Level 2 Inputs Fair Value Using Level 2 Inputs
Balance Sheet LocationJune 30, 2016December 31, 2015Balance Sheet LocationMarch 31, 2017December 31, 2016
Asset derivatives:      
Derivatives not designated as hedging instruments:  
   
 
Foreign currency contractsAccounts and notes receivable, net$101
$74
Total asset derivatives1
 $101
$74
Cash collateralOther accrued liabilities$4
$7
Foreign currency contracts1
Accounts and notes receivable, net$60
$182
Commodity contractsAccounts and notes receivable, net6

Total asset derivatives2
 $66
$182
Cash collateral1
Other accrued liabilities$
$52
      
Liability derivatives:  
   
 
Derivatives not designated as hedging instruments:  
 
  
 
Foreign currency contractsOther accrued liabilities$158
$80
Other accrued liabilities$69
$121
Commodity contractsOther accrued liabilities1
4
Total liability derivatives1
 $159
$84
Total liability derivatives2
 $69
$121
1. 
Cash collateral held as of March 31, 2017 and December 31, 2016 is related to foreign currency derivatives not designated as hedging instruments.
2.
The company's derivative assets and liabilities subject to enforceable master netting arrangements totaled $85$48 at June 30, 2016March 31, 2017 and $35$114 at December 31, 2015.2016.


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

Effect of Derivative Instruments
 
Amount of Gain (Loss)
Recognized in OCI1
(Effective Portion)
Amount of Gain (Loss)
Recognized in Income2
 
Three Months Ended June 30,2016201520162015Income Statement Classification
Derivatives designated as hedging instruments:     
Cash flow hedges:     
Foreign currency contracts$
$1
$
$2
Net sales
Commodity contracts21
7
(7)(7)Cost of goods sold
 21
8
(7)(5) 
Derivatives not designated as hedging instruments:     
Foreign currency contracts

(161)(18)
Other income, net3
Foreign currency contracts

(11)(3)Net sales
Foreign currency contracts


11
Loss from discontinued operations after income taxes
Commodity contracts

(10)3
Cost of goods sold
 

(182)(7) 
Total derivatives$21
$8
$(189)$(12) 

Amount of Gain (Loss)
Recognized in OCI1
(Effective Portion)
Amount of Gain (Loss)
Recognized in Income2
 
Amount of Gain (Loss)
Recognized in OCI1
(Effective Portion)
Amount of Gain (Loss)
Recognized in Income2
 
Six Months Ended June 30,2016201520162015Income Statement Classification
Three Months Ended March 31,2017201620172016Income Statement Classification
Derivatives designated as hedging instruments:       
Fair value hedges:    
Interest rate swaps$
$
$
$(1)Interest expense
Cash flow hedges:       
Foreign currency contracts
(1)
10
Net sales
Commodity contracts37
(13)(18)(22)Cost of goods sold$4
$16
$8
$(11)Cost of goods sold
37
(14)(18)(13) 4
16
8
(11) 
Derivatives not designated as hedging instruments:       
Foreign currency contracts

(315)261
Other income, net3


(85)(154)
Other income, net3
Foreign currency contracts

(15)(3)Net sales


(4)Net sales
Commodity contracts

(10)5
Cost of goods sold

4

Cost of goods sold


(340)263
 

(81)(158) 
Total derivatives$37
$(14)$(358)$250
 $4
$16
$(73)$(169) 
1. 
OCI is defined as other comprehensive income (loss).
2. 
For cash flow hedges, this represents the effective portion of the gain (loss) reclassified from accumulated OCI into income during the period. For the three and six months ended June 30, 2016March 31, 2017 and 20152016, there was no material ineffectiveness with regard to the company's cash flow hedges.
3.  
Gain (loss) recognized in other income, net, was partially offset by the related gain (loss) on the foreign currency-denominated monetary assets and liabilities of the company's operations, which were $146 and $29 for the three months ended June 30, 2016 and 2015, respectively, and $179 and $(171) for the six months ended June 30, 2016 and 2015, respectively. Seesee Note 5 for additional information.


27

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 14. Long-Term Employee Benefits
Pension PlansDefined Benefit Pensions
The workforce reductions in the first and second quarters of 2016 related to the 2016 global cost savings and restructuring plan triggered curtailments for certain of the company's pension plans, including the principal U.S. pension plan. For the principal U.S. pension plan, the company recorded curtailment losses of $14 and $63 in$49 during the three and six monthsquarter ended June 30,March 31, 2016 and re-measured the principal U.S. pension plan as of March 31, 2016 and June 30, 2016. The curtailment losses wereloss was driven by the changes in the benefit obligation based on the demographics of the terminated positions partially offset by accelerated recognition of a portion of the prior service benefit. In connection with the re-measurement, the company updated the discount rate assumed at December 31, 2015 from 4.47 percent to 3.74 percent asrecognized a pre-tax net loss of June 30, 2016. The re-measurement increased the underfunded status of the principal U.S. pension plan by $2,352 with a corresponding increase in net loss$1,191 within other comprehensive lossincome (loss) for the six months ended June 30, 2016. In addition, the company recorded a $31 settlement charge during the three months ended June 30, 2016 related to the company's Pension Restoration Plan which provides for lump sum payments to certain eligible retirees.March 31, 2016.

The following sets forth the components of the company’s net periodic benefit cost for pensions:
Three Months EndedSix Months EndedThree Months Ended
June 30,June 30,March 31,
201620152016201520172016
Service cost$42
$63
$89
$129
$33
$47
Interest cost206
272
423
545
195
217
Expected return on plan assets(331)(401)(669)(805)(308)(338)
Amortization of loss204
210
376
419
190
172
Amortization of prior service benefit(1)(1)(3)(3)(1)(2)
Curtailment loss, net17

66

Curtailment loss
49
Settlement loss37
4
38
9

1
Net periodic benefit cost - Total$174
$147
$320
$294
$109
$146
Less: Discontinued operations
1
(4)2

(4)
Net periodic benefit cost - Continuing operations$174
$146
$324
$292
$109
$150

Other Long-Term Employee Benefit PlansPost Employment Benefits
As a result of the workforce reductions noted above, a curtailment wascurtailments were triggered for the company's other long term employeepost employment benefit plans. The company recorded a curtailment gaingains of $3 and $33$30 for the three and six months ended June 30, 2016 and re-measured the associated plans as of March 31, 2016 and June 30, 2016. The curtailment gain wasgains were driven by accelerated recognition of a portion of the prior service benefit partially offset by the change in the benefit obligation based on the demographics of the terminated positions. In connection with the re-measurement, the company updated the associated plans’ weighted average discount rate assumed at December 31, 2015 from 4.30 percent to 3.55 percent as of June 30, 2016. The re-measurement resulted in a net increase of $265 to the company’s other long-term employee benefit obligation with a corresponding increase to net loss within other comprehensive loss for the six months ended June 30, 2016.

The following sets forth the components of the company’s net periodic benefit cost for other long-term employee benefits:  
 Three Months EndedSix Months Ended
 June 30,June 30,
 2016201520162015
Service cost$4
$5
$7
$9
Interest cost21
27
44
55
Amortization of loss18
19
35
38
Amortization of prior service benefit(36)(52)(75)(104)
Curtailment gain, net(3)
(33)
Net periodic benefit cost - Total
$4
$(1)$(22)$(2)
Less: Discontinued operations
1

2
Net periodic benefit cost - Continuing operations$4
$(2)$(22)$(4)


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


The following sets forth the components of the company’s net periodic benefit cost (credit) for other post employment benefits:
 Three Months Ended
 March 31,
 20172016
Service cost$2
$3
Interest cost22
23
Amortization of loss23
17
Amortization of prior service benefit(17)(39)
Curtailment gain
(30)
Net periodic benefit cost (credit) - Total
$30
$(26)

Note 15.  Segment Information 
Segment operating earnings is defined as income (loss) from continuing operations before income taxes excluding significant pre-tax benefits (charges), non-operating pension and other postretirement employeepost employment benefit (OPEB) costs, exchange gains (losses), corporate expenses and interest. Non-operating pension and other postretirement employee benefitOPEB costs includes all of the components of net periodic benefit cost from continuing operations with the exception of the service cost component. DuPont Sustainable Solutions, previously within the company's Safety & Protection segment (now Protection Solutions) was comprised of two business units: clean technologies and consulting solutions. Effective January 1, 2016, the clean technologies business unit is reported within the Industrial Biosciences segment, and the consulting solutions business unit is reported within Other. Effective July 1, 2015, certain corporate expenses are included in segment operating earnings.  Reclassifications of prior year data have been made to conform to current year classifications. 
Three Months
Ended June 30,
Agriculture1
Electronics &
Communications
Industrial BiosciencesNutrition & Health
Performance
Materials
Protection SolutionsOtherTotal
2016 
 
   
 
 
 
Net sales$3,218
$494
$355
$835
$1,335
$786
$38
$7,061
Operating earnings865
93
62
130
325
188
(50)1,613
         
2015 
 
   
 
 
 
Net sales$3,218
$528
$357
$826
$1,338
$806
$48
$7,121
Operating earnings772
89
50
100
301
181
(46)1,447

Six Months
Ended June 30,
Agriculture1
Electronics &
Communications
Industrial BiosciencesNutrition & Health
Performance
Materials
Protection SolutionsOtherTotal
Three Months
Ended March 31,
Agriculture1
Electronics &
Communications
Industrial BiosciencesNutrition & Health
Performance
Materials
Protection SolutionsOtherTotal
2017 
 
  
 
 
 
Net sales$3,928
$510
$368
$789
$1,368
$747
$33
$7,743
Operating earnings1,236
89
75
121
355
177
(62)1,991
     
2016 
 
  
 
 
 
 
 
  
 
 
 
Net sales$7,004
$946
$707
$1,636
$2,584
$1,515
$74
$14,466
$3,786
$452
$352
$801
$1,249
$729
$36
$7,405
Operating earnings1,966
152
125
234
598
364
(109)3,330
1,101
59
63
104
273
176
(59)1,717
  
2015 
 
  
 
 
 
Net sales$7,155
$1,045
$707
$1,639
$2,719
$1,596
$97
$14,958
Operating earnings1,910
168
104
186
618
348
(77)3,257
1. 
As of June 30, 2016,March 31, 2017, Agriculture net assets were $10,153,$9,131, an increase of $3,402$2,789 from $6,751$6,342 at December 31, 2015.2016. The increase was primarily due to higher trade receivables related to normal seasonality in the sales and cash collections cycle.


29

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Reconciliation to interim Consolidated Income Statements 
 Three Months Ended June 30,
Six Months Ended
June 30,
 2016201520162015
Total segment operating earnings$1,613
$1,447
$3,330
$3,257
Significant pre-tax charges not included in segment operating earnings74
110
6
108
Non-operating pension and other postretirement employee benefit costs(133)(87)(207)(173)
Net exchange (losses) gains1
(15)11
(136)90
Corporate (expenses) income2,3,4,5
(113)(153)160
(319)
Interest expense6
(93)(94)(185)(178)
Income from continuing operations before income taxes$1,333
$1,234
$2,968
$2,785

 Three Months Ended March 31,
 20172016
Total segment operating earnings$1,991
$1,717
Significant pre-tax benefits (charges) not included in segment operating earnings14
(68)
Non-operating pension and other post employment benefit costs(104)(74)
Exchange losses(59)(121)
Corporate (expenses) income1,2,3,4,5
(196)273
Interest expense(84)(92)
Income from continuing operations before income taxes$1,562
$1,635
1.
Includes a charge of $(40) associated with re-measuring the company's Ukrainian hryvnia net monetary assets in the six months ended June 30, 2015, which was recorded in other income, net in the company's interim Consolidated Income Statements.
2. 
Includes transaction costs associated with the planned merger with Dow and related activities of $(76)$(170) and $(100)$(24) in the three and six months ended June 30,March 31, 2017 and 2016, respectively, which were recorded in selling, general and administrative expenses in the company's interim Consolidated Income Statements. See Note 2 for additional information.
2.
Includes a $(4) charge recorded in employee separation / asset related charges, net in the company's interim Consolidated Income Statement for the three months ended March 31, 2017 associated with the 2017 restructuring program. See Note 4 for additional information.
3.
Includes a $47 benefit on accrued interest reversals recorded in other income, net, in the company's interim Consolidated Income Statement for the three months ended March 31, 2017, related to a reduction in the company’s unrecognized tax benefits due to the closure of various tax statutes of limitations. See Note 6 for additional information.
4. 
Includes a gain of $369 associated with the sale of DuPont (Shenzhen) Manufacturing Limited entity, which held certain buildings and other assets. The gain was recorded in other income, net, in the company's interim Consolidated Income Statement for the sixthree months ended June 30,March 31, 2016. See Note 3 for additional information.
4.5. 
Includes a $46 and $60$14 net benefit recorded in employee separation / asset related charges, net in the company's interim Consolidated Income Statement for the three and six months ended June 30,March 31, 2016 respectively, associated with the 2016 global cost savings and restructuring plan. See Note 4 for additional information.
5.
Includes transaction costs associated with the separation of the Performance Chemicals segment of $(5) and $(17) in the three and six months ended June 30, 2015, which were recorded in other operating charges in the company's interim Consolidated Income Statements. See Note 3 for additional information.
6.
Includes transaction costs of $(20) in the three months ended June 30, 2015, associated with the early retirement of debt exchanged for the notes received from Chemours in May 2015. These costs were recorded in interest expense in the company's interim Consolidated Income Statements. See Note 3 for additional information.

Additional
26

Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Significant Pre-tax Benefits (Charges) Not Included in Segment DetailsOperating Earnings
The three and six months ended June 30,March 31, 2017 and 2016, and 2015, respectively, included the following significant pre-tax benefits (charges) which are excluded from segment operating earnings:
 Three Months Ended June 30,Six Months Ended June 30,
 2016201520162015
Agriculture1,2,3,5
$35
$(4)$(38)$31
Electronics & Communications2,5
8
11
15
11
Industrial Biosciences2,5
3
(1)4
(1)
Nutrition & Health2,5
12
(4)13
(4)
Performance Materials2,5
9
(2)5
(2)
Protection Solutions2,5,6
7
113
10
113
Other2,4,5

(3)(3)(40)
 $74
$110
$6
$108

 Three Months Ended March 31,
 20172016
Agriculture1,4,5
$
$(73)
Electronics & Communications2,4
(5)7
Industrial Biosciences2,4
(6)1
Nutrition & Health2,3,4
160
1
Performance Materials2,4
(11)(4)
Protection Solutions2,4
(124)3
Other4

(3)
 $14
$(68)
1. 
The three months ended June 30, 2016 and the six months ended June 30, 2015, includes $30 and $35, respectively, of net insurance recoveries recorded in other operating charges for recovery of costs for customer claims related to the use of the Imprelis® herbicide. Includes $23 for reduction in accrual recorded in other operating charges in the company's interim Consolidated Income Statement for the sixthree months ended June 30,March 31, 2016, for customer claims related to the use of the Imprelis® herbicide.
2. 
The company recordedIncludes a $90 and $88 net$(148) restructuring benefitcharge in employee separation / asset related charges, net in the company's interim Consolidated Income Statement for the three and six months ended June 30,March 31, 2017, associated with the 2017 restructuring program. See Note 4 for additional information.
3.
Includes a $162 gain recorded in other income, net, in the company's interim Consolidated Income Statement for the three months ended March 31, 2017, associated with the sale of the company's global food safety diagnostic business. See Note 3 for additional information.
4.
Includes a $(16) net restructuring charge in employee separation / asset related charges, net in the company's interim Consolidated Income Statement for the three months ended March 31, 2016, respectively, associated with the 2016 global cost savings and restructuring program. See Note 4 for additional information.
3.5.  
Includes a $(75) restructuring charge recorded in employee separation / asset related charges, net in the company's interim Consolidated Income Statement for the sixthree months ended June 30,March 31, 2016, related to the decision not to re-start the insecticide manufacturing facility at the La Porte site located in La Porte, Texas. See Note 4 for additional information.
4.
Includes a $(37) pre-tax impairment charge recorded in employee separation / asset related charges, net for a cost basis investment for the six months ended June 30, 2015. See Note 4 for additional information.
5.
The company recorded a $(2) net adjustment to the estimated costs associated with the 2014 restructuring program, in employee separation / asset related charges, net for the three months ended June 30, 2015. 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. See Note 4 for additional information.
6.
Includes a gain of $112, net of legal expenses, recorded in other income, net related to the company's settlement of a legal claim for the three months ended June 30, 2015.





Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statements About Forward-Looking Statements
This report contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the company's strategy for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures, and financial results, and timingForward-looking statements including statements about the consummation of as well asand expected benefits, including synergies, from the proposedplanned merger with The Dow Chemical Company (Dow) (the Merger Transaction) and intended post-merger separations,the proposed separation of the combined company’s (DowDuPont) agriculture business, specialty products business and material science business through a series of tax-efficient transactions (the Intended Business Separations), and the FMC Transactions, as defined below, in which, among other things, FMC will acquire the Divested Ag Business, as defined below and DuPont will acquire the Acquired H&N Business, as defined below, and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the Merger Transaction or FMC Transactions or to make or take any filing or other action required to consummate such transactions in a timely manner 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.

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

Risks related to the agreement between DuPont and Dow to effect an all-stock merger of equals, including the completion of the proposed transaction on anticipated terms and timing, the ability to fully and timely realize the expected benefits of the proposed transaction and risks related to the intended business separations contemplated to occur after the completion of the proposed transaction. Important risk factors relating to the proposed transaction and intended business separations include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company’s operations and other conditions to the completion of the merger, (ii) the ability of Dow and DuPont to integrate the business successfully and to achieve anticipated synergies, risks and costs and pursuit and/or implementation of the potential separations, including anticipated timing, any changes to the configuration of businesses included in the potential separation if implemented, (iii) the intended separation of the agriculture, material science and specialty products businesses of the combined company post-mergers in one or more tax efficient transactions on anticipated terms and timing, including a number of conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances, disruptions in the financial markets or other potential barriers, (iv) potential litigation relating to the proposed transaction that could be instituted against Dow, DuPont or their respective directors, (v) the risk that disruptions from the proposed transaction will harm Dow’s or DuPont’s business, including current plans and operations, (vi) the ability of Dow or DuPont to retain and hire key personnel, (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, (viii) uncertainty as to the long-term value of DowDuPont common stock, (ix) continued availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments, (xi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Dow’s and/or DuPont’s financial performance, (xii) certain restrictions during the pendency of the merger that may impact Dow’s or DuPont’s ability to pursue certain business opportunities or strategic transactions and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 filed with the SEC in connection with the proposed merger and declared effective by the SEC on June 9, 2016 (File No. 333-209869), as last amended (the Registration Statement). While the listlists of factors presented here is, and the list of factors presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity;liquidity. 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:

Risks related to the DowDuPont Merger, the Intended Business Separations and the FMC Transactions including, but not limited to, (i) the completion of the Merger Transaction and the FMC Transactions on anticipated terms and timing, including obtaining 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 or the Acquired H&N Business and other conditions to the completion of the Merger Transaction and the FMC Transactions, (ii) the possibility that the Merger Transaction and the FMC Transactions may not close, including because the various approvals, authorizations and declarations of non-objections from certain regulatory and governmental authorities with respect to either the Merger Transaction or the FMC Transactions may not be obtained, on a timely basis or otherwise, including that these regulatory or governmental authorities may not approve of FMC as an acceptable purchaser of the Divested Ag Business in connection with the FMC Transactions or may impose conditions on the granting of the various approvals, authorizations and declarations of non-objections, including requiring the respective Dow, DuPont and FMC businesses, including the Acquired H&N Business (in the case of DuPont) and the Divested Ag Business (in the case of FMC), to divest certain assets if necessary to obtain certain regulatory approvals or otherwise limiting the ability of the combined company to integrate parts of the Dow and DuPont businesses and/or the DuPont and Health and Nutrition businesses, (iii) the ability of DuPont to integrate the Acquired H&N Business successfully and to achieve anticipated synergies, (iv) potential litigation or regulatory actions relating to the Merger Transaction or the FMC Transactions that could be instituted against DuPont or its directors, (v) the risk that disruptions from the Merger Transaction or the FMC Transactions will harm DuPont’s business, including current plans and operations, (vi) the ability of DuPont to retain and hire key personnel, (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger Transaction or the FMC Transactions, (viii) uncertainty as to the long-term value of DowDuPont common stock, (ix) continued availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments, (xi) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger Transaction or the FMC Transactions that could affect DuPont’s financial performance, (xii) certain restrictions during the pendency of the Merger Transaction or the FMC Transactions that may impact DuPont’s ability to pursue certain business opportunities or strategic transactions and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the Merger Transaction or the FMC Transactions, are more fully discussed in (1) DuPont’s most recently filed Form 10-K, 10-Q and 8-K reports, (2) DuPont’s subsequently filed Form 10-K and 10-Q

reports and (3) the joint proxy statement/prospectus included in the Registration Statement filed with the SEC in connection with the Merger Transaction;
Volatility in energy and raw material prices;
Failure to develop and market new products and optimally manage product life cycles;
Outcome of significant litigation and environmental matters, including those related to divested businesses, including realization of associated indemnification assets, if any;
Failure to appropriately manage process safety and product stewardship issues;
Ability to obtain and maintain regulatory approval for its products especially in the Agriculture segment;
Failure to realize all of the expected benefits from cost and productivity initiatives to the extent and as anticipated;

Effect of changes in tax, environmental and other laws and regulations or political conditions in the United States of America (U.S.) and other countries in which the company operates;
Conditions in the global economy and global capital markets, including economic factors such as inflation, deflation, fluctuation in currency rates, interest rates and commodity prices;
Failure to appropriately respond to market acceptance, government rules, regulations and policies affecting products based on biotechnology;
Impact of business disruptions, including supply disruptions, and security threats, regardless of cause, including acts of sabotage, cyber-attacks, terrorism or war, natural disasters and weather events and patterns which could affect demand as well as availability of product, particularly in the Agriculture segment;
Ability to discover, develop and protect new technologies and enforce the company's intellectual property rights; and
Successful integration of acquired businesses and separation of underperforming or non-strategic assets or businesses.

For further discussion of some of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-looking statements, see the Risk Factors discussion set forth under Part I, Item 1A of the company's 20152016 Annual Report.

Recent Developments
DuPont Dow Merger of Equals
On December 11, 2015, DuPont and The Dow Chemical Company (Dow) announced entry into an Agreement and Plan of Merger, as amended on March 31, 2017 (the Merger Agreement), under which the companies will combine in an all-stock merger of equals.equals (the Merger Transaction) subject to satisfaction of customary closing conditions, including receipt of regulatory approval. The companies anticipate that the merger will close and become effective (the Effective Time), in the second half of 2016 and the combined company will be named DowDuPont.DowDuPont Inc. (DowDuPont). Following the consummation of the merger,Merger Transaction, DuPont and Dow intend to pursue, subject to the receipt of approval by the boardBoard of directorsDirectors of DowDuPont, the separation of the combined company’s agriculture business, specialty products business and material science business through a series of tax-efficient transactions (collectively, the Intended Business Separations.)Separations).

On March 27, 2017, DuPont and Dow announced that the European Commission (EC) granted conditional regulatory clearance in Europe for the Merger Transaction conditional on DuPont and Dow fulfilling certain commitments. DuPont is required to sell certain assets related to its Crop Protection business and research and development (R&D) organization, specifically the company’s Cereal Broadleaf Herbicides and Chewing Insecticides portfolios, including Rynaxypyr®, Cyazypyr® and Indoxacarb, as well as the Crop Protection R&D pipeline and organization, excluding seed treatment, nematicides, and late-stage R&D programs. The company will continue to develop and bring to market its late-stage Crop Protection R&D programs and retain the personnel needed to support the Crop Protection marketed products and R&D programs not required to be divested per the EC’s conditional approval.

On March 31, 2017, DuPont entered into a definitive agreement (the FMC Transaction Agreement) with FMC Corporation (FMC). Under the FMC Transaction Agreement, FMC will acquire the Crop Protection business and R&D assets that DuPont is required to divest in order to obtain EC approval of the Merger Transaction as described above, (the Divested Ag Business), and DuPont has agreed to acquire certain assets relating to FMC’s Health and Nutrition segment, excluding its Omega-3 products, (the Acquired H&N Business) (collectively, the FMC Transactions). Additionally, FMC will pay DuPont $1.2 billion in cash, subject to certain adjustments as set forth in the FMC Transaction Agreement, which reflects the difference in value between the Divested Ag Business and the Acquired H&N Business. DuPont will retain accounts receivable and accounts payable associated with the Divested Ag Business, with an expected net value of $425 million at closing. The assets associated with the Divested Ag Business generated revenues in 2016 of about $1.4 billion. The FMC Health and Nutrition business being acquired, which includes texturants as food ingredients and pharmaceutical excipients, generated approximately $700 million in revenues in 2016.

The divestiture will satisfy DuPont’s commitments to the EC in connection with its conditional regulatory clearance of the merger with Dow. The FMC Transaction is expected to close in the fourth quarter of 2017, subject to the closing of the Merger Transaction, in addition to customary closing conditions, including regulatory approval of the FMC Transactions.

To accommodate the transaction with FMC, DuPont and Dow have amended the Merger Agreement to extend the “Outside Date” to August 31, 2017, and the companies anticipate closing of the merger to occur no sooner than August 1, 2017, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals. The companies still expect the Intended Business Separations to occur within 18 months after closing the Merger Transaction. In addition, Dow and DuPont currently anticipate thatnow expect the intended business separation transactionsfirst step in the Intended Business Separations process will be consummated as soon as practicable following the spin-off of the post-merger material science business. About $3 billion in aggregate cost synergies are currently expected to be realized on a run-rate basis by the combined businesses within 24 months after consummation of the merger, but consummationMerger Transaction, with approximately $1.6 billion from the material science business; approximately $1 billion from the agriculture business; and approximately $0.4 billion from the specialty products business.

In connection with obtaining regulatory clearance for the Merger Transaction, on February 2, 2017, Dow announced that it will divest its global Ethylene Acrylic Acid (EAA) copolymers and ionomers business to SK Global Chemical Co., LTD. Consummation of the intended business separation transactionsdivestiture is conditioned on closing the Merger Transaction and regulatory clearance for the divestiture as other customary closing conditions.

See Note 2 to the interim Consolidated Financial Statements for additional information.


Settlement of PFOA MDL
As previously reported, approximately 3,550 lawsuits have been filed in various federal and state courts in Ohio and West Virginia alleging personal injury from exposure to perfluorooctanoic acid and its salts, including the ammonium salt (PFOA), in drinking water as a result of the historical manufacture or use of PFOA at the Washington Works plant outside Parkersburg, West Virginia.  That plant is now owned and/or operated by The Chemours Company (Chemours).  These personal injury lawsuits were consolidated in multi-district litigation in the United States District Court for the Southern District of Ohio (the MDL). In February 2017, DuPont and plaintiffs’ counsel agreed to a settlement in principle of the MDL; the parties executed the definitive settlement agreements in March 2017. The total settlement amount is $670.7 million in cash, half of which will be paid by Chemours and half paid by DuPont. In exchange for that payment, DuPont and Chemours will receive a complete release of all claims by the settling plaintiffs.  The settlement was entered into solely by way of compromise and is not expected to exceed 18-24 months after the merger.in any way an admission of liability or fault by DuPont or Chemours.

DuringAs a result at March 31, 2017, the company increased the accrual related to the MDL to $670.7 million and the indemnification asset for indemnification by Chemours to $335 million. The company recorded a charge of $335 million ($224 million net of tax) to loss from discontinued operations in the company's interim Consolidated Income Statement for the three and six months ended June 30,March 31, 2017 for the remainder of the settlement not subject to indemnification by Chemours. See Note 11 to the interim Consolidated Financial Statements for additional information.

2017 Restructuring Program
In the first quarter 2017, DuPont committed to take actions to improve plant productivity and better positions its businesses for productivity and growth before and after the anticipated closing of the Merger Transaction. In connection with these actions, the company expects to incur pre-tax charges of $326 million, comprised of $293 million of asset-related charges and $33 million in severance and related benefit costs (the 2017 restructuring program). The charges primarily relate to the closure of the Protection Solutions segment's Cooper River manufacturing site located near Charleston, South Carolina. The actions associated with this program are expected to be substantially complete by the end of 2017. The company anticipates including savings associated with these actions against the targeted $3 billion of cost synergies associated with the Merger Transaction.

Of the $326 million of pre-tax charges discussed above, $152 million was recognized during the three months ended March 31, 2017 in employee separation / asset related charges, net, in the company's interim Consolidated Income Statement, consisting of $33 million of severance and related benefit costs and $119 million of asset-related charges. The asset-related charges mainly consist of accelerated depreciation associated with the closure of the Cooper River manufacturing site.  The remainder of the charges relate to accelerated depreciation, the majority of which will be recognized in the second quarter. 

Sale of Food Safety Diagnostic Business
In December 2016, the company has incurred $76announced an agreement to sell its global food safety diagnostic business, a part of the Nutrition & Health segment, to Hygiena LLC.  The transaction closed in February 2017 and resulted in a pre-tax gain of $162 million and $100($86 million respectively,net of costs in connection with the planned merger with Dow. These costs weretax).  The gain was recorded in selling, general and administrative expensesother income, net in the company's interim Consolidated Income Statements and primarily include financial advisory, legal, accounting, consulting and other advisory fees and expenses. For full-year 2016,for the company expects to incur about $445 million ($0.45 per share) of transaction costs related to the planned merger with Dow and related activities.three months ended March 31, 2017.

2016 Global Cost Savings and Restructuring Plan
In December 2015, DuPont announced a 2016 global cost savings and restructuring plan designed to reduce $730 million in costs in 2016 compared with 2015, which represents a reduction of operating costs on a run-rate basis of about $1.0 billion by end of 2016. As part of the plan, the company committed to take structural actions across all businesses and staff functions globally to operate more efficiently by further consolidating businesses and aligning staff functions more closely with them. In connection with the restructuring actions, the company recorded a pre-tax charge to earnings of $798 million in the fourth quarter of 2015, comprised of $656 million of severance and related benefit costs, $109 million of asset related charges, and $33 million of contract termination costs. During the six months ended June 30, 2016, in connection with the restructuring actions, the company recorded a net pre-tax benefit to earnings of $88 million, comprised of a reduction of $134 million in severance and related benefit costs, offset by $37 million of asset related charges, and $9 million of contract termination costs. The reduction in severance and related benefit costs was driven by elimination of positions at a lower cost than expected.  The 2016 global cost savings and restructuring plan is on track to deliver $730 million in cost reductions in 2016 versus prior year.

The restructuring actions associated with this charge are expected to impact approximately 10 percent of DuPont’s workforce and to be substantially complete in 2016.
Separation of Performance Chemicals
On July 1, 2015 (the Distribution Date), DuPont completed the separation of its Performance Chemicals segment through the spin-off of all of the issued and outstanding stock of The Chemours Company (Chemours). The financial position and results of operations of the Performance Chemicals segment are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented.




Results of Operations
Overview
The following is a summary of the results of continuing operations for the three months ended June 30, 2016:March 31, 2017:

Net Salessales were $7.1$7.7 billion, down 15 percent fromabove the same period last year. Local price, currencyyear, reflecting a 4 percent volume increase and portfolio1 percent higher local prices. Sales grew in most segments, led by Agriculture, Performance Materials, and Electronics & Communications.

Segment operating earnings increased in all reportable segments driven by higher volumes. Segment operating margins expanded in most reportable segments.

First quarter results include pre-tax charges of $322 million, comprised of $170 million of costs in connection with the aggregate negatively impacted sales by 3 percentplanned merger with Dow and the Intended Business Separations, including costs relating to integration and separation, and $152 million of restructuring charges, partially offset by a 2 percent volume increase.

Agriculture sales reflected 3 percent volume growth, driven by higher corn seed and insecticide sales, partially offset by lower soybean volumes in North America. Volume growth was offset by negative impacts$162 million gain from currency and portfolio.

Operating margins expanded in all reportable segments.

Income from continuing operations after taxes increased 5 percent to $1.0 billion, principally reflecting cost savings related to the 2016 cost savings and restructuring plan.

The following is a summarysale of the global food safety diagnostics business. First quarter results in prior year included a pre-tax gain of continuing operations$369 million for the six months ended June 30, 2016:

Net Sales were $14.5 billion, 3 percent belowsale of the same period last year. The sales decline was principally due to a 3 percent negative currency impact from the stronger U. S. dollar.

Agriculture sales were 2 percent lower, reflecting a negative impact of currency, as well as portfolio changes, partially offset by higher local selling prices and higher volume. Agriculture operating earnings increased 3 percent, principally reflecting higher local selling prices and product mix, lower product costs and cost savings.DuPont (Shenzhen) Manufacturing Limited entity.

Income from continuing operations after taxes was $2.3$1.3 billion up 13 percent. The increase principally reflectsversus $1.2 billion for the gain onsame period in the sale of DuPont (Shenzhen) Manufacturing Limited and cost savings related to the 2016 cost savings and restructuring plan, which more than offset the negative impact of currency.prior year.

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

Net Sales
Net sales for the three months ended June 30, 2016March 31, 2017 were $7.1$7.7 billion, up 5 percent versus $7.4 billion in the prior year reflecting 4 percent higher volume, and a 1 percent decline from the prior year. In the aggregate, lowerincrease in local price, currency and portfolio negatively impactedprices. Worldwide sales volume increased 4 percent, largely driven by 3 percent. Volume increased 2a 16 percent principally reflecting increasesvolume increase in Agriculture,Asia Pacific where Performance Materials and NutritionElectronics & Health.Communications had significant growth. Volume increased 8 percent in EMEA, driven by increased seed sales in Eastern Europe, and higher sales in the Performance Materials and Protection Solutions segments. The 1 percent negative impact from weaker currencies is principally due to the Brazilian real, Chinese Yuan and currencies in developing EMEA. The 1 percent declineincrease in local price and product mix principally reflects lower ethylene and commodity product prices.higher seed prices, primarily in Latin America, partly offset by a decline in the Protection Solutions segment. Net sales of $2.1 billion in developing markets, which include China, India, and countries in Southeast Asia, Latin America, Eastern and Central Europe, Middle East, and Africa, and Southeast Asia, increased 5were $2.4 billion, up 15 percent, driven by 9 percent higher volume, partly offset by a 4 percent negative currency impact.

The table below shows a regional breakdown of net sales based on location of customers and percentage variances from the prior year: 
 Three Months Ended June 30, 2016Percent Change Due to:
 
Net Sales
($ Billions)
Percent
Change vs.
2015
Local
Price and Product Mix
CurrencyVolumePortfolio and Other
Worldwide$7.1
(1)(1)(1)2
(1)
U.S. & Canada3.6
(1)(1)
1
(1)
Europe, Middle East & Africa (EMEA)1.4
(4)

(3)(1)
Asia Pacific1.6
3
(2)(2)6
1
Latin America0.5
(1)(1)(6)7
(1)


Net sales for the six months ended June 30, 2016 were $14.5 billion versus $15.0 billion in the prior year, a 3 percent decline, primarily due to a 3 percent negative impact from weaker currencies, particularly the Brazilian real and European Euro. Flat volumevolume. Volume largely reflects increases in Nutrition & Health, Agriculture and Performance Materials offset by declinesstrong growth in Electronics & Communications and Protection Solutions. Net salesPerformance Materials in developing markets were $4.2 billion, unchanged from prior year, as a negative currency impact, largely due to the weaker Brazilian realAsia Pacific, and Eastern European currencies, was offset by volume growth, principally from increased seed volumeAgriculture in Latin America.developing EMEA. Sales in developing markets represent 2931 percent of total company sales increasing from 28versus 29 percent last year.

The table below shows a regional breakdown of net sales based on location of customers and percentage variances from the prior year: 
Six Months Ended June 30, 2016Percent Change Due to:Three Months Ended March 31, 2017Percent Change Due to:
Net Sales
($ Billions)
Percent
Change vs.
2015
Local
Price and Product Mix
CurrencyVolumePortfolio and Other
Net Sales
($ Billions)
Percent
Change vs.
2016
Local
Price and Product Mix
CurrencyVolumePortfolio and Other
Worldwide$14.5
(3)
(3)

$7.7
5
1

4

U.S. & Canada7.2
(2)(1)

(1)3.6

1

(1)
Europe, Middle East & Africa (EMEA)3.4
(6)1
(4)(3)
2.1
5
1
(3)8
(1)
Asia Pacific2.8
(1)(2)(3)2
2
1.4
13
(1)(1)16
(1)
Latin America1.1
(7)3
(12)3
(1)0.6
14
7
11
(3)(1)

Cost of Goods Sold (COGS)
COGS totaled $4.0 billion for the secondfirst quarter 2016 versus $4.12017 increased 3 percent to $4.4 billion from $4.2 billion in the prior year, a 3year. The increase principally reflects 4 percent decrease, as lower costs for raw materials more than offset an increase from higher sales volume. COGS as a percentage of net sales wasdecreased to 56 percent from 57 percent and 58 percent for the second quarter 2016 and 2015, respectively. The decrease as a percentage of net sales was due to the lower costs noted above.

COGS for the six months ended June 30, 2016 was $8.2 billion versus $8.6 billion in the prior year, a 4 percent decrease, primarily due toreflecting higher selling prices, lower unit costs for raw materials and the strengthening of the U.S. dollar versus global currencies. COGS as a percentage of net sales was 57 percent and 58 percent for the six months ended 2016 and 2015, respectively. The decrease as a percentage of net sales was due to the lower costs noted above.favorable mix.

Other Operating Charges
Other operating charges were $143$204 million for the secondfirst quarter 2016of 2017 versus $174$185 million in the prior year, a decrease of $31 million, primarily due to $30 million of insurance recoveries related to Imprelis® herbicide claims. Costs related to the decision to not restart the Agriculture segment's insecticide manufacturing facility at the La Porte site were offset by lower operating costs andprincipally reflecting the absence of separation costs associated with the separation of Performance Chemicals.

For the six months ended June 30, 2016, other operating charges were $328 million versus $322 million in the prior year, an increase of $6 million, primarily due to litigation expenses partially offset by the absence of separation costs associated with the separation of Performance Chemicals. Costs related to the decision to not restart the Agriculture segment's insecticide manufacturing facility at the La Porte site and lower insurance recoveries related to Imprelis® herbicide claims were offset by a $23 million prior-year benefit from a reduction in the estimated liability related to Imprelis® herbicide claims.

Selling, General and Administrative Expenses (SG&A)
SG&A totaled $1.2expenses were $1.3 billion for the secondfirst quarter 2016of 2017 versus $1.3$1.1 billion in the prior year, a 5with the increase primarily driven by costs in connection with the planned merger with Dow and related activities and increases in commission expense, partially offset by cost savings. During the three months ended March 31, 2017 and 2016, the company incurred $170 million and $24 million, respectively, of transaction costs associated with the planned merger with Dow. SG&A was approximately 16 percent decrease, primarily due to lower costs related to the 2016 cost savings and restructuring plan. SG&A as a percentage15 percent of net sales was 17 percent and 18 percent for the second quarter 2016 and 2015, respectively. The decrease as a percentage of net sales was due to the lower costs noted above.

SG&A for the sixthree months ended June 30,March 31, 2017 and 2016, was $2.3 billion versus $2.5 billion in the prior year, a 6 percent decrease, primarily due to lower costs related to the 2016 cost savings and restructuring plan and the strengthening of the U. S. dollar versus global currencies. SG&A as a percentage of net sales was 16 percent and 17 percent for the six months ended 2016 and 2015, respectively. The decrease as a percentage of net sales was due to the lower costs noted above.


Research and Development Expense (R&D)
R&D totaled $432expense was relatively flat at $416 million and $495$418 million forin the secondfirst quarter 2017 and 2016, and 2015, respectively. Year-to-date R&D totaled $850 million and $974 million for the six months ended June 30, 2016 and 2015, respectively. The decrease in both periods was primarily due to lower costs related to the 2016 cost savings and restructuring plan and the strengthening of the U.S. dollar versus global currencies. R&D was approximately 65 percent and 76 percent of net sales for the second quarterthree months ended March 31, 2017 and year-to-date 2016, and 2015, respectively. The decrease as a percentage of net sales in both periods was due to the lower costs noted above.

Other Income, Net
Other income, net totaled $51$306 million for the secondfirst quarter 2016of 2017 compared to $255$372 million in the prior year, a decrease of $204$66 million, primarily due to the absencechange in net gains on sales of businesses and other assets period over period, partially offset with a prior yeardecrease in pre-tax exchange losses and the reversal of accrued interest related to unrecognized tax benefits. The first quarter 2017 included pre-tax gain of $112$162 million for settlementassociated with the sale of the global food safety diagnostics business. The first quarter 2016 included a legal claim related to the Protection Solutions segment, lower sales of assets, and an increase in net pre-tax exchange losses.

For the six months ended June 30, 2016, other income, net, was $423 million compared to $454 million in the prior year, a decrease of $31 million. A gain of $369 million associated with the sale of DuPont (Shenzhen) Manufacturing Limited entity was partially offset by an increase in net pre-tax exchange losses of $226 million and the absence of a prior year gain for settlement of a legal claim. The increase in pre-tax net exchange losses was driven by losses on foreign currency exchange contracts.entity.

See NotesNote 5 and 13 to the interim Consolidated Financial Statements for further discussion of the company's policy of hedging the foreign currency-denominated monetary assets and liabilities.additional information.


Interest Expense
Interest expense totaled $93 million and $94$84 million in the secondfirst quarter 2016 and 2015, respectively, reflecting the absence of a $20 million premium paid on the early retirement of DuPont debt in 2015, partially offset by lower capitalized interest related2017 as compared to construction projects.
For the six months ended June 30, 2016, interest expense was $185 million versus $178$92 million in the prior year, reflectingThe $8 million decrease was primarily due to lower capitalized interest related to construction projects,on long-term debt, partially offset by the absence of a $20 million premium paidinterest on the early retirement of DuPont debt in 2015.commercial paper.

Employee Separation / Asset Related Charges, Net
DuringEmployee separation / asset related charges, net totaled $152 million versus $77 million in the three months ended June 30, 2016 a net benefit of $90 million wasprior year. The charges recorded associated within the 2016 global cost savings and restructuring plan. This was due to a reduction in severance and related benefit costs that was driven by the elimination of positions at a lower cost than expected as a result of redeployments and attrition as well as lower than estimated individual severance costs. The three months ended June 30, 2015 included a $2 million net restructuring chargefirst quarter 2017 related to the 20142017 restructuring plan.

program. The six months ended June 30,charges in the first quarter 2016 included a net benefit of $88 million primarily driven by a reduction in severance and related benefit costs in the 2016 global cost savings and restructuring plan. This was offset by a $75 million charge in the first quarter related to the decision not to re-start the insecticide manufacturing facility at the La Porte site located in La Porte, Texas. The six months ended June 30, 2015 included a $38 million charge related to cost investment impairments andTexas, as well as a $2 million net restructuring charge related toassociated with the 20142016 global cost savings and restructuring plan.

See Note 4 to the interim Consolidated Financial Statements for additional information.

Provision for Income Taxes on Continuing Operations
The company's effective tax rate for the secondfirst quarter 20162017 was 23.014.3 percent as compared to 21.124.8 percent in 2015. The higher effective tax rate is primarily driven by the impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not tax deductible in their local jurisdictions, the absence of a 2015 tax valuation allowance reversal, as well as geographic mix of earnings. These impacts were partially offset by a change in accrual for prior year tax positions, as well as the absence of a 2015 state tax rate charge related to the Performance Chemicals separation.

The company's effective tax rate for the six months ended June 30, 2016 was 24.0 percent as compared to 28.4 percent in 2015.2016. The lower effective tax rate is primarily driven byrelates to the impactabsence of the certain net exchange gains recognized on the re-measurement of the net monetary asset positions which were not taxable in their local jurisdictions, partially offset by theunfavorable tax consequences of thea gain on the sale of an entity in the first quarter 2016.2016, tax benefits related to a reduction in the company’s unrecognized tax benefits due to the closure of various tax statutes of limitations, as well as increased tax benefits on costs associated with the planned merger with Dow and employee separation / asset related charges. Net favorable tax consequences of the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, as well as changes in accruals for certain prior year tax positions, also contributed to the lower effective tax rate. Those tax benefits were partially offset by the unfavorable tax consequences of non-deductible goodwill associated with the gain on the sale of the company’s global food safety diagnostics business in the first quarter 2017.

See Note 56 to the interim Consolidated Financial Statements for additional information.

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


Segment Reviews
Summarized below are comments on individual segment net sales and operating earnings for the three and six month period ended June 30, 2016March 31, 2017 compared with the same period in 20152016. Segment operating earnings is defined as income (loss) from continuing operations before income taxes excluding significant pre-tax benefits (charges), non-operating pension and other postretirementpost employment employee benefit costs, exchange gains (losses), corporate expenses and interest. Non-operating pension and other postretirement employeepost employment benefit costs includes all of the components of net periodic benefit costs from continuing operations with the exception of the service cost component. Reclassifications of prior year data have been made to conform to current year classifications. See Note 15 to the interim Consolidated Financial Statements for details related to significant pre-tax benefits (charges) excluded from segment operating earnings. All references to prices are based on local price unless otherwise specified.

A reconciliation of segment operating earnings to income from continuing operations before income taxes for the three and six month periods ended June 30, 2016March 31, 2017 and 20152016 is included in Note 15 to the interim Consolidated Financial Statements.

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

The following table summarizes secondfirst quarter and year-to-date 20162017 segment net sales and related variances versus prior year:
 Three Months Ended    
 June 30, 2016Percentage Change Due to:
 
Segment
Net Sales
($ Billions)
Percent
Change vs.
2015
Local Price and Product MixCurrencyVolume
Portfolio
and Other
Agriculture$3.2


(2)3
(1)
Electronics & Communications0.5
(6)(2)
(4)
Industrial Biosciences0.4
(1)
(1)

Nutrition & Health0.8
1
(1)(1)3

Performance Materials1.3

(4)
4

Protection Solutions0.8
(2)

(2)
Six Months Ended   Three Months Ended    
June 30, 2016Percentage Change Due to:March 31, 2017Percentage Change Due to:
Segment
Net Sales
($ Billions)
Percent
Change vs.
2015
Local Price and Product MixCurrencyVolume
Portfolio
and Other
Segment
Net Sales
($ Billions)
Percent
Change vs.
2016
Local Price and Product MixCurrencyVolume
Portfolio
and Other
Agriculture$7.0
(2)2
(4)1
(1)$3.9
4
2
1
2(1)
Electronics & Communications0.9
(9)(2)(1)(6)
0.5
13

(1)15(1)
Industrial Biosciences0.7

1
(2)1

0.4
5
2
(1)4
Nutrition & Health1.6


(3)3

0.8
(1)
(1)
Performance Materials2.6
(5)(5)(1)1

1.4
10

(1)11
Protection Solutions1.5
(5)(1)(1)(3)
0.7
2
(2)(1)5

Agriculture - SecondFirst quarter 20162017 segment net sales of $3,218$3,928 million increased $142 million, or 4 percent, on price and volume growth. A benefit from currency was offset by portfolio changes. Local pricing growth was realized by double-digit increases in Brazil, driven by the continued expansion of Pioneer® brand hybrids with Leptra® insect protection, the launch of Pioneer® brand soybeans with Roundup Ready 2 Xtend®1 technology, and increased sunflower seed sales in Europe. Volume growth was driven by the shift in timing of seed deliveries, which benefited first quarter sales by approximately $140 million, insecticide growth and increased sunflower seed sales. These increases were flat withpartially offset by lower North America corn seed volumes impacted by an expected decrease in corn acreage. Operating earnings of $1,236 million increased $135 million, or 12 percent, on price and volume growth.

Electronics & Communications - First quarter 2017 segment net sales of $510 million increased $58 million, or 13 percent, as increased volume growth was partially offset by the negative impact from currency and portfolio changes. Volume growth was driven by increased demand in consumer electronics and semiconductor markets, as well as stronger photovoltaic material sales. Operating earnings of $89 million increased $30 million, or 51 percent, on volume growth and the absence of a $16 million prior year litigation expense. Operating earnings included a gain on the sale of a business offset by costs associated with higher volumesa legal matter.

Industrial Biosciences - First quarter 2017 segment net sales of $368 million increased $16 million, or 5 percent, due to growth in volume and price, partially offset by the negative impact of currencycurrency. Volume growth reflected increased demand for biomaterials in carpeting and portfolio changes. Seed sales declined 1 percentapparel, and crop protection sales increased 3 percent. Higher corn seed and insecticide volumes werebioactives in the grain processing market, partially offset by lower soybean volumedeclines in North America.clean technologies. Operating earnings of $865$75 million increased $93$12 million, or 1219 percent, primarily due to lower product costs, higher volumeson volume growth, improved joint venture performance and cost savings, partially offset by a $36 million negative impact from currency.declines in clean technologies.

Year-to-dateNutrition & Health - First quarter 2017 segment net sales of $7,004$789 million decreased $151$12 million, or 21 percent, primarily due to the negative impact of currency as well as an impact of portfolio changes, partially offset with higher localcurrency. Volume and price growth in probiotics and volume. Increased corn seed volumes in Brazil from the Safrinha season, and in North America due to higher acreage, and increased demand for sunflower seed in Europe were partiallyemulsifiers was offset by lower insecticide volume due to the impact of insect protected soybean varieties, weather conditionsdeclines in protein solutions and higher inventories,systems and lower soybean seed volumes. An improved mix from new corn hybrids resulted in higher net corn price globally, led by North America.texturants. Operating earnings of $1,966$121 million increased $56$17 million, or 316 percent, primarily due higher local priceon plant productivity and product mix lower product costs and cost savings, partially offset with a $119 million negative impact from currency and the negative impact from the shutdown of the La Porte manufacturing facility due to lost sales, fixed overhead costs and inventory write-offs.enrichment.




Electronics & Communications1 Registered trademark of Monsanto Technology LLC used under license.

Performance Materials -Second First quarter 20162017 segment net sales of $494 million decreased $34 million, or 6 percent, primarily due to lower demand for products for the consumer electronics market and lower metals pricing. Operating earnings of $93$1,368 million increased $4 million, or 4 percent, as cost savings and lower product costs were partially offset by lower sales.

Year-to-date segment net sales of $946 million decreased $99 million, or 9 percent, due to lower demand for products for the consumer electronics market, competitive pressures impacting Solamet® paste, and lower metals pricing, partially offset by volume growth for Tedlar® film photovoltaics. Operating earnings of $152 million decreased $16$119 million, or 10 percent, as lower sales and a $16 million litigation expense were partially offset by cost savings and lower product costs.

Industrial Biosciences - Second quarter 2016 segment net sales of $355 million decreased $2 million, or 1 percent, primarily due to lower volumes in clean technologies offerings and a negative impact of currency, partially offset by increased demand in bioactives, primarily in home and personal care and new product introductions. In biomaterials, higher volume was partially offset by lower price. Operating earnings of $62 million increased $12 million, or 24 percent, primarily due to cost savings partially offset by a negative impact from currency.

Year-to-date segment net sales of $707 million were flat with prior year, as lower volumes in clean technologies offerings and the negative impact of currency were offset by higher pricing and volume in bioactives. In biomaterials, higher volume was partially offset by lower price. Year-to-date operating earnings of $125 million increased $21 million, or 20 percent, primarily due to cost savings, the absence of cost from the write-off of a prior year acquisition related indemnification asset in clean technologies and improved mix from new product launches partially offset by a negative impact from currency.

Nutrition & Health - Second quarter 2016 segment net sales of $835 million increased $9 million, or 1 percent, primarily due to broad-based volume growth led by probiotics and specialty proteins,was partially offset by the negative impact of currency and lower local price. Operating earnings of $130 million increased $30 million, or 30 percent, as cost savings and volumecurrency. Volume growth more than offset a negative currency impact.

Year-to-date segment net sales of $1,636 million remained about flat from prior year, due to broad-based volume growth led by probiotics, specialty proteins and ingredient systems, offset by the negative impact of currency. Operating earnings of $234 million increased $48 million, or 26 percent, as cost savings and volume growth were partially offset by a negative impact of currency.

Performance Materials - Second quarter 2016 segment net sales of $1,335 million remained about flat from prior year as increased demand for polymers in Asia Pacific automotive markets, primarily China and North America, and increased ethylene volumes due to prior year unplanned outage were offset by lower priceswas driven by pricing pressure for raw materials pass-through and lower average ethylene spot prices. Operating earnings of $325 million increased $24 million, or 8 percent. Cost savings and increased volumes were partially offset by a $16 million negative impact from currency, as well as costs associated with a contractual claim.

Year-to-date segment net sales of $2,584 million decreased $135 million, or 5 percent, primarily due to lower local price and a negative impact from currency, partially offset by volume growth. Increased demand for polymers in automotive markets, particularly in China and increased volumes for ethylene due to prior year unplanned outage were offsetEurope, coupled with specialty copolymers growth in packaging and timing benefits from the second quarter 2017. Overall volume growth was constrained by lower volumesethylene sales as the business prepares for a planned turnaround of the ethylene cracker in commodity product lines.the second quarter. Operating earnings of $598$355 million decreased $20increased $82 million, or 330 percent, asdriven by higher volumes and cost savings were more than offset by a $35 million negative impact from currency, as well as costs associated with a contractual claim.

savings.

Protection Solutions - SecondFirst quarter 20162017 segment net sales of $786$747 million decreased $20increased $18 million, or 2 percent, primarily due toas increased volume declines inwas partially offset by lower local price and the negative impact of currency. Volume growth reflected improved demand for Nomex® thermal-resistant fiber in oil and gas and mass transit markets, partially offset by declines in Kevlar® high-strength material, driven by weakness in the oil and gas industry and delays in military spending. Operating earnings of $188 million increased $7 million, or 4 percent, primarily due to lower product costs and cost savings, partially offset by lower sales and a $4 million negative impact from currency.

Year-to-date segment net sales of $ 1,515 million decreased $81 million, or 5 percent, primarily due to lower volume, the negative impact of currency, and unfavorable mix. Volume declines in Nomex® thermal-resistant fiber, Tyvek® protective material, and Kevlar® high-strength material were driven by weakness in the oil and gas industry, delays in military spending, and lower industrial market demand.surfaces. Operating earnings of $364$177 million increased $16$1 million, or 51 percent, primarily due to lower product costsas volume growth and cost savings partially offset byhigher raw material costs, unfavorable mix and lower sales and a $10 million negative impact from currency.plant productivity.



Liquidity & Capital Resources
Information related to the company's liquidity and capital resources can be found in the company's 20152016 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the sixthree months ended June 30, 2016.March 31, 2017.
(Dollars in millions)June 30, 2016December 31, 2015March 31, 2017December 31, 2016
Cash, cash equivalents and marketable securities$5,153
$6,206
$5,917
$5,967
Total debt10,414
8,807
10,378
8,536

The company's cash, cash equivalents and marketable securities at June 30, 2016March 31, 2017 and December 31, 20152016 are $5.2$5.9 billion and $6.2$6.0 billion, respectively. The $1

Total debt as of March 31, 2017 was $10.4 billion, decrease wasa $1.9 billion increase from $8.5 billion as of December 31, 2016, due primarily due to cashincreased borrowings from commercial paper and the Repurchase Facility used to fund seasonal working capital needs.

Total debt as of June 30, 2016 was $10.4 billion, a $1.6 billion increase from $8.8 billion as of December 31, 2015, due primarily to borrowings under the Term Loan Facility and the Repurchase Facility, discussed below, as well as increased commercial paper borrowings, partially offset by repayments for debt maturities.requirements.

In March 2016, the company entered into a credit agreement that provides for a three-year, senior unsecured term loan facility in the aggregate principal amount of $4.5 billion (the(as amended from time to time, the Term Loan Facility). In the first quarter of 2017, the Term Loan Facility was amended to extend the date on which the commitment to lend terminates. As a result, DuPont may make up to seven term loan borrowings within one year of the closing date andthrough July 27, 2018; amounts repaid or prepaid are not available for subsequent borrowings. The proceeds from the borrowings under the Term Loan Facility will be used for the company's general corporate purposes including debt repayment, working capital and share repurchases. The Term Loan Facility matures in March 2019 at which time all outstanding borrowings, including accrued but unpaid interest, become immediately due and payable. As of June 30, 2016,March 31, 2017, the company had borrowed $0.5 billion$500 million and had unused commitments of $4$4.0 billion under the Term Loan Facility.

In addition, in March 2016, DuPont may elect to borrow under the company amended the existing revolving credit facilityTerm Loan Facility to reduce the aggregate principal amount of commitments from $4 billion to $3 billion consistent with lower expected commercial paper borrowings.meet its short-term liquidity needs.

The Term Loan Facility and the amended revolving credit facility contain customary representations and warranties, affirmative and negative covenants, and events of default that are typical for companies with similar credit ratings and generally consistent with those applicable to DuPont’s long-term public debt. The Term Loan Facility and the amended revolving credit facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for DuPont and its consolidated subsidiaries not exceed 0.6667. At June 30, 2016,March 31, 2017, the company was in compliance with this financial covenant.

The Term Loan Facility and the amended revolving credit facility impose additional affirmative and negative covenants on DuPont and its subsidiaries after the closing of the proposed merger with Dow, subject to certain limitations, including to:
not sell, lease or otherwise convey to DowDuPont, its shareholders or its non-DuPont subsidiaries, any assets or properties of DuPont or its subsidiaries unless the aggregate amount of revenues attributable to all such assets and properties so conveyed after the merger does not exceed 30% of the consolidated revenues of DuPont and its subsidiaries as of December 31, 2015; and
not guarantee any indebtedness or other obligations of DowDuPont, Dow or their respective subsidiaries (other than of DuPont and its subsidiaries).

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

In February 2016,January 2017, in line with seasonal agricultural working capital requirements, the company entered into a committed receivable repurchase agreement of up to $1$1.3 billion (the Repurchase Facility) that expires on November 30, 2016.2017. Under the Repurchase Facility, the company may sell a portfolio of available and eligible outstanding customer notes receivables within the Agriculture segment to participating institutions and simultaneously agree to repurchase at a future date. See further discussion of this facility in Note 10 to the interim Consolidated Financial Statements.

The company has access to approximately $7.9$8.9 billion in unused credit lines, an increase of $3$1.0 billion from $4.9$7.9 billion as of December 31, 20152016. The increase was primarily due to the Term LoanRepurchase Facility discussed above, partially offset by the amended revolving credit facility discussed above. These unused credit lines provide support to meet the company's short-term liquidity needs and for general corporate purposes including letterswhich may include funding of credit.discretionary and non-discretionary contributions to certain benefit plans, severance plans in the event of a change in control, repayment and refinancing of debt, working capital, capital expenditures and repurchases and redemptions of securities.

In 2017, the company anticipated making contributions of about $230 million to the principal U.S. pension plan.  The company is evaluating potential, additional discretionary contributions to this plan that could result in a significant reduction to the underfunded benefit obligation, a portion of which is expected to be funded through proceeds from a debt offering.  Any additional contribution above the $230 million depends on various factors including market conditions, access to capital markets and tax deductible limits.

Summary of Cash Flows
Cash used for operating activities was $1.5$1.6 billion for the sixthree months ended June 30, 2016March 31, 2017 compared to $2.0$1.8 billion during the same period in 2015.2016. The $0.5$0.2 billion decrease in cash used for operationsoperating activities was primarily due to lower working capital,the absence of the prior year prepayment to Chemours of $190 million and lower tax payments, and the positive currency impact that offsets cash used by foreign currency exchange contract settlements that is included in investing activities. These impacts were partially offset by a prepaymenttransaction costs associated with the merger and the Intended Business Separations, including costs relating to Chemours in first quarter of 2016. See Note 3 for further information regarding the prepayment.integration and separation planning.

Cash used for investing activities was $0.4$1.3 billion for the sixthree months ended June 30, 2016March 31, 2017 compared to $1.0$27 million provided by investing activities during the same period in 2016. The increase in cash used for investing activities was primarily due to increased net purchases of marketable securities, partially offset by proceeds from sales of businesses and other assets.

Cash provided by financing activities was $1.6 billion for the three months ended March 31, 2017, compared to $0.6 billion during the same period last year. The $0.6$1.0 billion decrease inincrease to cash used for investing activities was primarily the result of proceeds received from the sale of an entity, the sale of marketable securities and reduced purchases of property, plant and equipment. The reduction in purchases of property, plant and equipment was primarily due to the absence of Chemours in 2016. This was partially offset by payments made for foreign currency contract settlements in 2016 versus cash received for settlements in 2015.

Cash provided by financing activities was $1.0 billionprimarily due to increased short-term borrowings in commercial paper for seasonal working capital requirements.

In January 2017, the six months ended June 30, 2016, essentially unchanged compared with the six months ended June 30, 2015. Lower dividends and the absenceBoard of Directors declared a first quarter common stock repurchases in 2016 were offset by lower borrowings and lower proceeds from the exercisedividend of stock options.

Dividends paid$0.38 per share. The first quarter dividend payments to shareholders during the sixthree months ended June 30, 2016March 31, 2017 totaled $0.7$0.3 billion. The company has paid quarterly consecutive dividends since the company’s first dividend in the fourth quarter 1904.

In January 2014, the company's Board of Directors authorized a $5 billion share buyback plan that replaced the 2011 plan. During the six months ended June 30, 2015, the company purchased and retired 4.6 million shares in the open market for a total cost of $353 million, which offset the dilution from employee compensation plans in the first and second quarter of 2015. There were no share repurchases under this plan in the first and second quarter 2016. There is no required completion date for the remaining stock purchases.

In the first quarter 2015, DuPont announced its intention to buy back shares of about $4 billion using the distribution proceeds received from Chemours. In connection with the completion of the spin-off of Chemours, the Board of Directors authorized the use of the distribution proceeds to buy back shares of the company's common stock as follows: $2 billion to be purchased and retired by December 31, 2015, which was completed during 2015, with the remainder to be purchased and retired by December 31, 2016. There were no share repurchases under this plan in the first or second quarter 2016. As a result of the planned merger with Dow, the company’s opportunity to repurchase shares was restricted until after the shareholder vote on the merger. The shareholder vote occurred on July 20, 2016. During the remainder of 2016, the company will evaluate the opportunities to enter the market and plans to make repurchases; however, it is unlikely that the company will complete all of the remaining $2 billion stock buyback by year-end 2016.

See Note 12 to the interim Consolidated Financial Statements for additional information.

Guarantees and Off-Balance Sheet Arrangements
For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company's 20152016 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Off- Balance Sheet Arrangements, and Note 11 to the interim Consolidated Financial Statements.


Contractual Obligations 
Information related to the company's contractual obligations at December 31, 20152016 can be found in the company's 20152016 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements.

Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

See Note 13 “Financial Instruments”, to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the company's 20152016 Annual Report for information on the company's utilization of financial instruments and an analysis of the sensitivity of these instruments.


Item 4.  CONTROLS AND PROCEDURES 

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

As of June 30, 2016March 31, 2017, the company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.
 
b)                         Changes in Internal Control over Financial Reporting
 
There has been no change in the company's internal control over financial reporting that occurred during the quarter ended June 30, 2016March 31, 2017 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

PART II.  OTHER INFORMATION
 
Item 1.
LEGAL PROCEEDINGS
The company is subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for third party property damage or personal injury stemming from alleged environmental torts. Information regarding certain of these matters is set forth below and in Note 11 to the interim Consolidated Financial Statements.

Litigation
PFOA: Environmental and Litigation Proceedings
For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms. Information related to this matter is included in Note 11 to the interim Consolidated Financial Statements under the heading PFOA.

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

La Porte Plant, La Porte, Texas - Crop Protection - release Incident Investigations
On November 15, 2014, there was a release of methyl mercaptan at the company’s La Porte facility. The release occurred at the site’s Crop Protection unit resulting in four employee fatalities inside the unit. DuPont continues to cooperate with those governmental agencies, including the U.S. Environmental Protection Agency (EPA) and the Department of Justice (DOJ), still conducting investigations. These investigations could result in sanctions and penalties against the company.

Environmental Proceedings
The company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations. The descriptions are included per Regulation S-K, Item 103(5)(c) of the Securities Exchange Act of 1934.

La Porte Plant, La Porte, Texas - EPA Multimedia Inspection
The EPA conducted a multimedia inspection at the La Porte facility in January 2008. DuPont, EPA and DOJ began discussions in the fall 2011 relating to the management of certain materials in the facility's waste water treatment system, hazardous waste management, flare and air emissions. These negotiations continue.

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

La Porte Plant, La Porte, Texas - OSHA Release Incident Citations
In May 2015, the Occupational Safety & Health Administration (OSHA) cited the company in connection with the November 2014 release for eight14 violations (twelve serious, one repeat and one repeat violationother-than-serious) with an aggregate associated penalty of $99,000. The company has contested the citations and OSHA are in discussions about this matter.the matter is before the U.S. Occupational Safety and Health Review Commission (the OSHRC). The hearing before an administrative law judge appointed by OSHRC has been postponed to the second quarter 2017.

La Porte Plant, La Porte, Texas - OSHA Process Safety Management (PSM) Audit
In 2015, OSHA conducted a PSM audit of the Crop Protection and Fluoroproducts units at the La Porte Plant. In July 2015, OSHA cited the company for three willful, one repeat and fourfive serious PSM violations and placed the company in its Severe Violator Enforcement Program. OSHA has proposed a penalty of $273,000. The company has contested the citations and OSHA are in discussions about this matter.the matter is before the OSHRC. A hearing before an administrative law judge appointed by OSHRC has been postponed to the second quarter 2017.

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

Item 1A. RISK FACTORS 

There have been no material changesThe following risk factor presented in the company's risk factors discussed in Part I, Item 1A, Risk Factors, in the company's 20152016 Annual Report.Report is updated solely to reflect Amendment No. 1 to the Merger Agreement which, among other things, extends the Merger Agreement to August 31, 2017.

The Merger Agreement may be terminated in accordance with its terms and the Mergers may not be completed.
The completion of the Mergers is subject to the satisfaction or waiver of a number of conditions. Those conditions include: (i) the receipt of certain domestic and foreign regulatory approvals under competition laws, including the termination or expiration of the waiting period under the HSR Act; (ii) the absence of certain governmental restraints or prohibitions preventing completion of the DuPont Merger or the Dow Merger; (iii) the approval of the shares of DowDuPont Common Stock to be issued to DuPont stockholders and Dow stockholders for listing on the NYSE; (iv) the reasonable determination by DuPont and Dow that neither the DuPont Merger nor the Dow Merger will constitute an acquisition of a 50 percent or greater interest in Dow or DuPont, under Section 355(e) of the Code; (v) the truth and correctness of the representations and warranties made by both parties (generally subject to certain “materiality” and “material adverse effect” qualifiers); (vi) the performance by DuPont and Dow of their respective obligations under the Merger Agreement in all material respects; and (vii) the receipt by both parties of legal opinions from their respective tax counsels with respect to the tax-free nature of each of the Mergers.

These conditions to the closing may not be fulfilled and, accordingly, the Mergers may not be completed. In addition, if the Mergers are not completed by August 31, 2017, either DuPont or Dow may choose not to proceed with the Mergers, and the parties can mutually decide to terminate the Merger Agreement at any time prior to the consummation of the Mergers. In addition, DuPont or Dow may elect to terminate the Merger Agreement in certain other circumstances. If the Merger Agreement is terminated, Dow and DuPont may incur substantial fees in connection with termination of the Merger Agreement and will not recognize the anticipated benefits of the Mergers.


Item 6.EXHIBITS

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


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 E. I. DU PONT DE NEMOURS AND COMPANY
 (Registrant)
   
 Date:July 26, 2016April 25, 2017
   
   
 By:/s/ Nicholas C. Fanandakis
   
  Nicholas C. Fanandakis
  Executive Vice President and
  Chief Financial Officer
  (As Duly Authorized Officer and
  Principal Financial and Accounting Officer)


EXHIBIT INDEX
 
Exhibit
Number
 Description
   
3.1 Company’s Restated Certificate of Incorporation (incorporated by reference to Exhibit 99.2 to the company’s Current Report on Form 8-K (Commission file number 1-815) dated June 1, 2015).
   
3.2 Company’s Bylaws, as last amended effective October 22, 2015 (incorporated by reference to Exhibit 3.2 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended September 30, 2015).
   
4 The company agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of the company and its subsidiaries.
   
10.1* The DuPont Stock Accumulation and Deferred Compensation Plan for Directors, as last amended effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2013).
   
10.2* Company’s Supplemental Retirement Income Plan, as last amended effective December 18, 1996 (incorporated by reference to Exhibit 10.2 to the company’s Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2011).
   
10.3* Company’s Pension Restoration Plan, as last amended effective June 29, 2015 (incorporated by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2015).
   
10.4* Company’s Rules for Lump Sum Payments, as last amended effective May 15, 2014 (incorporated by reference to Exhibit 10.4 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2015).
   
10.5* Company’s Stock Performance Plan, as last amended effective January 25, 2007 (incorporated by reference to Exhibit 10.5 to the company’s Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2011).
   
10.6* Company’s Equity and Incentive Plan, as amended and restated effective March 14, 2016.2016 (incorporated by reference to Exhibit 10.06 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2016).
   
10.7* Form of 2013 Award Terms under the company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.7 to the company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2013).
   
10.8* Company’s Retirement Savings Restoration Plan, as last amended effective May 15, 2014. (incorporated by reference to Exhibit 10.08 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2014).
   
10.9* Company’s Retirement Income Plan for Directors, as last amended January 2011 (incorporated by reference to Exhibit 10.9 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2012).
   
10.10* Company's Senior Executive Severance Plan, as amended and restated effective December 10, 2015 (incorporated by reference to Exhibit 10.10 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2015). The company agrees to furnish supplementally a copy of any omitted schedules to the Commission upon request.


Exhibit
Number
 Description
   
10.11* Supplemental Deferral Terms for Deferred Long Term Incentive Awards and Deferred Variable Compensation Awards (incorporated by reference to Exhibit 10.12 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2013).
   
10.12*Form of 2014 Award Terms under the Company's Equity and Incentive Plan (incorporated by reference to Exhibit 10.13 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2014).
10.13* Company’s Management Deferred Compensation Plan, as last amended effective April 15, 2014 (incorporated by reference to Exhibit 10.13 to the company's Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2014).
10.14*Separation Agreement dated October 5, 2015, by and between E. I. du Pont de Nemours and Company and Ellen J. Kullman (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K (Commission file 1-815) dated October 5, 2015).
   
10.15* Form of 2015 Award Terms under the Company's Equity and Incentive Plan (incorporated by reference to Exhibit 10.15 to the company's Quarterly Report on 10-Q (Commission file number 1-815) for the period ended March 31, 2015).
   
10.16* Letter Agreement dated January 4,Form of 2016 Award Terms under the Company’s Equity and entered January 18, 2016, by and between the Company and Mr. James C. Borel (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K (Commission file number 1-815) dated January 22, 2016).Incentive Plan.
   
10.17*10.18** Separation Agreement by and between the Company and The Chemours Company (incorporated by reference to reference to Exhibit 2.1 to the company’scompany's Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015).
   
10.1810.19 Tax Matters Agreement by and between the Company and The Chemours Company (incorporated by reference to reference to Exhibit 2.2 to the company’scompany's Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015).
   
10.19*10.20** Agreement and Plan of Merger by and between the Company and The Dow Chemical Company, dated as of December 11, 2015 (incorporated by reference to Exhibit 2.1 to the company's Current Report on Form 8-K (Commission file number 1-815) dated December 11, 2015).
   
10.20*10.21** Master Repurchase Agreement with Cooperativeby and among Cooperatieve Rabobank, U.A. (New York Branch) and, The Bank of Tokyo Mitsubishi UFJ Ltd. (New York Branch) and PHI Financial Services, Inc. dated as of February 3, 2016 (incorporated by reference to Exhibit 10.20 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended DecemberJanuary 31, 2015).
10.21**Master Framework Agreement with Cooperative Rabobank, U.A. (New York Branch) and The Bank of Tokyo Mitsubishi UFJ Ltd. (New York Branch) dated as of February 3, 2016 (incorporated by reference to Exhibit 10.21 to the company's Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2015).2017.
   
10.22** Master Framework Agreement by and among Cooperatieve Rabobank, U.A. (New York Branch), The Bank of Tokyo Mitsubishi UFJ Ltd. (New York Branch) and PHI Financial Services, Inc. dated as of January 31, 2017.
10.23*Form of 20162017 Award Terms under the Company's Equity and Incentive Plan.
10.24**Amendment No. 1, dated March 31, 2017, to the Agreement and Plan of Merger, dated as of December 11, 2015 by and among the Company, The Dow Chemical Company, Diamond Merger Sub, Inc., Orion Merger Sub, Inc. and Diamond-Orion HoldCo, Inc. (n/k/a DowDuPont Inc.) (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K (Commission file number 1-815) dated March 31, 2017.
10.25**Transaction Agreement, dated as of March 31, 2017, by and between the Company and FMC Corporation.
   
12 Computation of Ratio of Earnings to Fixed Charges.
   
31.1 Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Executive Officer.
   
31.2 Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Financial Officer.
   

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

101.SCH XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
 

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

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