E. I. du Pont de Nemours and Company (NYSE:DD) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March31, 2017, to commitments given to the European Commission
in connection with its conditional approval of the merger of
equals transaction of E. I. du Pont de Nemours and Company
(DuPont) and The Dow Chemical Company (Dow), DuPont
and FMC Corporation (FMC) entered into a definitive
Transaction Agreement (the Transaction Agreement). On the
terms and subject to the conditions set forth in the Transaction
Agreement, (i)FMC has agreed to purchase certain assets relating
to DuPonts Crop Protection business and research and development
organization (collectively, the Divested Ag Business) and
(ii)DuPont has agreed to purchase certain assets relating to FMCs
Health and Nutrition business segment, excluding its Omega-3
products (the Acquired HN Business) (collectively, the
Transactions). Additionally, FMC will pay DuPont
$1.2billion in cash (subject to certain adjustments set forth in
the Transaction Agreement), which reflects the difference in
value between the divested businesses. DuPont will retain
accounts receivable and accounts payable associated with the
Divested Ag Business, with an expected net value of $425million.

Specifically, DuPont will divest its Cereal Broadleaf Herbicides
and Chewing Insecticides portfolios. DuPont will also divest its
Crop Protection research and development pipeline and
organization, excluding seed treatment, nematicides, and
late-stage RD programs, which DuPont will continue to develop and
bring to market, and excluding personnel needed to support
marketed products and RD programs that will remain with DuPont.

The completion of the Transactions is subject to the satisfaction
or waiver of certain conditions, including (i)the closing of the
merger with Dow prior to or substantially concurrently with the
closing of the Transactions, (ii)approval of FMC as the buyer of
the Divested Ag Business by certain governmental entities,
including the European Commission and the U.S. Department of
Justice, (iii)receipt of certain domestic and foreign approvals
under competition laws, (iv)the absence of governmental
restraints or prohibitions preventing the consummation of either
of the Transactions or that, together with the Divestiture
Actions (as defined below) undertaken would reasonably be
expected to have a Substantial Detriment (as defined below) and
(v)certain other customary closing conditions.

The Transaction Agreement contains mutual customary
representations and warranties made by each of DuPont and FMC,
and also contains mutual customary pre-closing covenants. The
Transaction Agreement contains certain termination rights for
each of DuPont and FMC, including in the event that the
Transactions are not consummated on or before the date that is
nine months from the date hereof, subject to each party having
the right to unilaterally extend the termination date of the
Transaction Agreement until the date that is twelve months from
the date hereof in the event that the regulatory closing
conditions have not been satisfied.

The Transaction Agreement provides that each of DuPont and FMC is
required, and shall cause its subsidiaries, to take all actions
necessary to obtain governmental, regulatory and third party
approvals, related to the Transactions subject to limited
exceptions, including that DuPont is not required to take certain
specified actions to obtain regulatory approval with respect to
the acquisition of the Acquired HN Business (Divestiture
Actions) that would reasonably be likely to result in the
one-year loss of revenues to DuPont, Dow, DowDuPont Inc., their
subsidiaries or the Acquired HN Business in excess of $350million
in the aggregate (based on fiscal year 2016 annual revenues) (a
Substantial Detriment).

DuPont expects to close the Transactions in the fourth quarter of
2017.

On March31, 2017, DuPont entered into an amendment (Amendment
No.1) to the Agreement and Plan of Merger (the
Merger Agreement), dated as of December11, 2015, with Dow.

Amendment No.1 extends the Outside Date (as defined in the Merger
Agreement) from June15, 2017 to August31, 2017 and amends the
Merger Agreement to provide that DuPont shall not agree to any
Divestiture Action relating to the Acquired HN Business that
would constitute a Substantial Detriment.

DuPont and Dow expect to close the merger in August 2017, subject
to satisfaction of customary closing conditions, including
receipt of regulatory approvals.

Other than as expressly modified to Amendment No.1, the Merger
Agreement, which was previously filed as Exhibit 2.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission by DuPont on December11, 2015, remains in full force
and effect as originally executed on December11, 2015. The
foregoing description of Amendment No.1 does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of Amendment No.1 attached hereto as Exhibit 2.1 to
this Current Report on Form 8-K, which is incorporated herein by
reference.

On March31, 2017, DuPont issued a press release in connection
with the Transactions (a copy of which is furnished herewith as
Exhibit 99.1 and is incorporated by reference herein) and
issued a joint press release with Dow in connection with
Amendment No.1 (a copy of which is furnished herewith as
Exhibit 99.2 and is incorporated by reference herein).
Also furnished herewith as Exhibit 99.3 is a presentation
to be used in whole or in part during interactions with
investors. The presentation will be available on the investor
center at www.dupont.com.

The information contained in Item 7.01, including Exhibit 99.1,
Exhibit 99.2 and Exhibit 99.3 of this report on Form 8-K shall
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or

otherwise subject to the liability of that section, and it will
not be incorporated by reference into any registration statement
or other document filed by the Registrant under the Securities
Act of 1933, as amended, or the Exchange Act except as expressly
set forth by specific reference in such a filing.

Cautionary Notes on Forward Looking
Statements

This communication contains forward-looking statements within the
meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as expect, anticipate, intend, plan, believe,
seek, see, will, would, target, similar expressions, and
variations or negatives of these words. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the consummation of
the proposed merger of equals transaction with The Dow Chemical
Company (the DowDuPont Merger) and the proposed
transaction with FMC and the anticipated benefits thereof. These
and other forward-looking statements, including the failure to
consummate the DowDuPont Merger or the proposed transaction 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. Important risk factors that may cause such a
difference include, but are not limited to, (i)the completion of
the DowDuPont Merger and 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 companys or the Acquired
HN Businesss operations and other conditions to the completion of
the DowDuPont Merger and the proposed transaction, (ii)the
possibility that the DowDuPont Merger and the proposed
transaction 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 DowDuPont Merger or the proposed transaction 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 proposed transaction 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
HN 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
HN Business successfully and to achieve anticipated synergies,
(iv)potential litigation or regulatory actions relating to the
DowDuPont Merger or the proposed transaction that could be
instituted against DuPont or its directors, (v)the risk that
disruptions from the DowDuPont Merger or