10-Q

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, 2010

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.)

1007 Market Street, Wilmington, Delaware 19898
(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 Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer x	Accelerated Filer o
Non-Accelerated Filer o	Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined by Rule12b-2 of the Exchange Act). Yes o No x

The Registrant had 906,512,000 shares (excludes 87,041,000 shares of treasury stock) of common stock, $0.30 par value, outstanding at July 15, 2010.

E. I. DU PONT DE NEMOURS AND COMPANY

Table of Contents

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

		Page
Part I	Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Income Statements	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to the Consolidated Financial Statements
	Note 1.    Summary of Significant Accounting Policies	6
	Note 2.    Fair Value Measurements	6
	Note 3.    Other Income, Net	8
	Note 4.    Employee Separation / Asset Related Charges, Net	8
	Note 5.    Provision for Income Taxes	9
	Note 6.    Earnings Per Share of Common Stock	10
	Note 7.    Inventories	10
	Note 8.    Goodwill and Other Intangible Assets	11
	Note 9.    Commitments and Contingent Liabilities	12
	Note 10.  Stockholders’ Equity	19
	Note 11.  Derivatives and Other Hedging Instruments	21
	Note 12.  Long-Term Employee Benefits	26
	Note 13.  Segment Information	27
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	Cautionary Statements About Forward-Looking Statements	29
	Results of Operations	29
	Segment Reviews	33
	Liquidity & Capital Resources	35
	Contractual Obligations	37
	PFOA	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
Part II	Other Information
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	41
Item 6.	Exhibits	44
Signature		45
Exhibit Index		46

2

Part I.  Financial Information

Item 1.  CONSOLIDATED FINANCIAL STATEMENTS

E. I. du Pont de Nemours and Company

Consolidated Income Statements (Unaudited)

(Dollars in millions, except per share)

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
Net sales	$	8,616	$	6,858	$	17,100	$	13,729
Other income, net	464		230		824		629
Total	9,080		7,088		17,924		14,358
Cost of goods sold and other operating charges	5,984		5,007		11,780		10,192
Selling, general and administrative expenses	1,021		907		2,014		1,814
Research and development expense	404		331		769		654
Interest expense	103		106		206		212
Employee separation / asset related charges, net	—		265		—		265
Total	7,512		6,616		14,769		13,137
Income before income taxes	1,568		472		3,155		1,221
Provision for income taxes	400		51		850		311
Net income	1,168		421		2,305		910
Less: Net income attributable to noncontrolling interests	9		4		17		5
Net income attributable to DuPont	$	1,159	$	417	$	2,288	$	905
Basic earnings per share of common stock	$	1.27	$	0.46	$	2.52	$	1.00
Diluted earnings per share of common stock	$	1.26	$	0.46	$	2.50	$	0.99
Dividends per share of common stock	$	0.41	$	0.41	$	0.82	$	0.82

See Notes to the Consolidated Financial Statements.

3

E. I. du Pont de Nemours and Company

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in millions, except per share)

	June 30, 2010			December 31, 2009
Assets
Current assets
Cash and cash equivalents	$	2,215		$	4,021
Marketable securities	1,744			2,116
Accounts and notes receivable, net	8,076			5,030
Inventories	4,581			5,380
Prepaid expenses	128			129
Income taxes	621			612
Total current assets	17,365			17,288
Property, plant and equipment, net of accumulated depreciation (June 30, 2010 - $18,275; December 31, 2009 - $17,821)	10,910			11,094
Goodwill	2,134			2,137
Other intangible assets	2,435			2,552
Investment in affiliates	1,047			1,014
Other assets	3,821			4,100
Total	$	37,712		$	38,185
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	2,970		$	3,542
Short-term borrowings and capital lease obligations	651			1,506
Income taxes	533			154
Other accrued liabilities	3,352			4,188
Total current liabilities	7,506			9,390
Long-term borrowings and capital lease obligations	9,577			9,528
Other liabilities	11,228			11,490
Deferred income taxes	125			126
Total liabilities	28,436			30,534
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock	237			237
Common stock, $0.30 par value; 1,800,000,000 shares authorized; Issued at June 30, 2010 - 993,545,000; December 31, 2009 - 990,855,000	298			297
Additional paid-in capital	8,569			8,469
Reinvested earnings	12,245			10,710
Accumulated other comprehensive loss	(5,796		)	(5,771		)
Common stock held in treasury, at cost (87,041,000 shares at June 30, 2010 and December 31, 2009)	(6,727		)	(6,727		)
Total DuPont stockholders’ equity	8,826			7,215
Noncontrolling interests	450			436
Total equity	9,276			7,651
Total	$	37,712		$	38,185

See Notes to the Consolidated Financial Statements.

4

E. I. du Pont de Nemours and Company

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in millions)

	Six Months Ended June 30,
	2010			2009
Operating activities
Net income	$	2,305		$	910
Adjustments to reconcile net income to cash (used for) provided by operating activities:
Depreciation	611			621
Amortization of intangible assets	110			167
Contributions to pension plans	(149		)	(155		)
Other non-cash charges and credits - net	113			585
Change in operating assets and liabilities - net	(3,414		)	(2,083		)
Cash (used for) provided by operating activities	(424		)	45
Investing activities
Purchases of property, plant and equipment	(500		)	(719		)
Investments in affiliates	(54		)	(15		)
Payments for businesses - net of cash acquired	—			(12		)
Proceeds from sales of assets - net of cash sold	153			49
Net decrease (increase) in short-term financial instruments	253			(381		)
Forward exchange contract settlements	520			(396		)
Other investing activities - net	(97		)	(2		)
Cash provided by (used for) investing activities	275			(1,476		)
Financing activities
Dividends paid to stockholders	(748		)	(746		)
Net (decrease) increase in borrowings	(831		)	714
Proceeds from exercise of stock options	33			—
Other financing activities - net	2			(25		)
Cash used for financing activities	(1,544		)	(57		)
Effect of exchange rate changes on cash	(113		)	—
Decrease in cash and cash equivalents	$	(1,806	)	$	(1,488	)
Cash and cash equivalents at beginning of period	4,021			3,645
Cash and cash equivalents at end of period	$	2,215		$	2,157

See Notes to the Consolidated Financial Statements.

5

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 Consolidated Financial Statements and Notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2009, collectively referred to as the ‘2009 Annual Report’.  The Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained, as well as variable interest entities in which DuPont is considered the primary beneficiary.  Certain reclassifications of prior year’s data have been made to conform to current year classifications.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued authoritative guidance on accounting for transfers of financial assets, which is applied to financial asset transfers on or after the effective date, which is January 1, 2010 for the company’s financial statements.  The new requirement limits the circumstances in which a financial asset may be de-recognized when the transferor has not transferred the entire financial asset or has continuing involvement with the transferred asset. The concept of a qualifying special-purpose entity, which had previously facilitated sale accounting for certain asset transfers, is removed by the new requirement. The adoption of this guidance did not have a material effect on the company’s financial position or results of operations.

The FASB issued authoritative guidance on accounting for variable interest entities, which is effective for reporting periods beginning after November 15, 2009. The amendments change the process for how an enterprise determines which party consolidates a variable interest entity (VIE) to a primarily qualitative analysis. The party that consolidates the VIE (the primary beneficiary) is defined as the party with (1) the power to direct activities of the VIE that most significantly affect the VIE’s economic performance and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Upon adoption, reporting enterprises must reconsider their conclusions on whether an entity should be consolidated. The adoption of this guidance did not have a material effect on the company’s financial position or results of operations.

Note 2.  Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The company uses the following valuation techniques to measure fair value for its financial assets and financial liabilities:

Level 1  -Quoted market prices in active markets for identical assets or liabilities;

Level 2  -Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs);

Level 3 -Unobservable inputs for the asset or liability, which are valued based on management’s estimates of assumptions that market participants would use in pricing the asset or liability.

6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

The company has determined that its financial assets and liabilities are level 1 and level 2 in the fair value hierarchy.  At June 30, 2010, the following financial assets and financial liabilities were measured at fair value on a recurring basis using the type of inputs shown:

	June 30,		Fair Value Measurements at June 30, 2010 Using
	2010		Level 1 Inputs		Level 2 Inputs
Financial assets
Derivatives	$	236	$	—	$	236
Available-for-sale securities	17		17		—
	$	253	$	17	$	236
Financial liabilities
Derivatives	$	173	$	—	$	173

At December 31, 2009, the following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs shown:

	December 31,		Fair Value Measurements at December 31, 2009 Using
	2009		Level 1 Inputs		Level 2 Inputs
Financial assets
Derivatives	$	128	$	—	$	128
Available-for-sale securities	27		27		—
	$	155	$	27	$	128
Financial liabilities
Derivatives	$	132	$	—	$	132

The estimated fair value of the company’s outstanding debt, including interest rate financial instruments, 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, was $11,200 and $11,600 as of June 30, 2010 and    December 31, 2009, respectively.  The carrying value of debt was approximately $10,200 and $11,000 as of June 30, 2010 and December 31, 2009, respectively.

See Note 22, “Long-Term Employee Benefits” to the company’s 2009 Annual Report for information regarding the company’s pension assets measured at fair value on a recurring basis.

7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 3.  Other Income, Net

	Three Months Ended June 30,					Six Months Ended June 30,
	2010		2009			2010		2009
Cozaar®/Hyzaar® income	$	69	$	271		$	288	$	522
Royalty income	21		19			53		51
Interest income	21		24			40		45
Equity in earnings of affiliates	43		19			88		52
Net gains on sales of assets	89		37			94		41
Net exchange gains (losses) (1)	106		(141		)	133		(92		)
Miscellaneous income and expenses, net (2)	115		1			128		10
Total	$	464	$	230		$	824	$	629

(1)The company routinely uses forward exchange contracts to offset its net exposures, by currency, related to its foreign currency-denominated monetary assets and liabilities.  The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions.  The net pre-tax exchange gains and losses are partially offset by the associated tax impact.

(2)Miscellaneous income and expenses, net, includes interest items, insurance recoveries and other items.

Note 4.  Employee Separation / Asset Related Charges, Net

At June 30, 2010, total liabilities relating to prior restructuring activities were $142.  A complete discussion of restructuring initiatives is included in the company’s 2009 Annual Report in Note 5, “Employee Separation / Asset Related Charges, Net.”

2009 Restructuring Program

Account balances and activity for the 2009 restructuring program are summarized below:

	Employee Separation Costs			Other Non- personnel Charges (1)			Total
Balance at December 31, 2009	$	150		$	24		$	174
Payments	(49		)(2)	(20		)	(69		)
Net translation adjustment	(8		)	—			(8		)
Balance at June 30, 2010	$	93		$	4		$	97

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

(2)Payments to U.S. based employees are generally paid over a period of time not to exceed twelve months.

There were $49 of cash payments related to the 2009 restructuring program during the six months ended June 30, 2010. As of June 30, 2010, approximately 1,200 employees have been separated related to the 2009 restructuring program.  The company expects this initiative to be substantially complete by the end of 2010 with payments continuing into 2011.

8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

2008 Restructuring Program

The account balances and activity for the company’s 2008 global restructuring program are as follows:

	Employee Separation Costs			Other Non- personnel Charges (1)			Total
Balance at December 31, 2009	$	105		$	9		$	114
Payments	(65		)(2)	(5		)	(70		)
Net translation adjustment	(9		)	—			(9		)
Balance at June 30, 2010	$	31		$	4		$	35

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

(2)  Payments to employees of non-U.S. based subsidiaries are generally paid in lump sum amounts and are based on years of service. Payments to U.S. based employees are generally paid over a period of time not to exceed twelve months.

There were $65 of employee separation cash payments related to the 2008 restructuring program during the six months ended June 30, 2010. As of June 30, 2010, approximately 1,800 employees have been separated related to the 2008 restructuring program.  The program and related payments are expected to be substantially complete by the end of 2010.

Note 5.  Provision for Income Taxes

In the second quarter 2010, the company recorded a tax expense of $400, including $126 of tax expense primarily associated with the company’s policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations and $49 net tax benefit related to the adjustment of income tax accruals associated with settlements of prior year tax contingencies.

For year-to-date 2010, the tax provision is $850, which includes $211 of tax expense primarily associated with the company’s policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations and $49 net tax benefit related to the adjustment of income tax accruals associated with settlements of prior year tax contingencies.

In the second quarter 2009, the company recorded a tax provision of $51, including $103 of tax benefit primarily associated with the company’s policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations, $91 net tax benefit related to the 2008 and 2009 restructuring programs and $17 net tax expense related to the hurricane adjustments.

For year-to-date 2009, the tax provision was $311, which includes $91 net tax benefit related to the 2008 and 2009 restructuring programs and $17 net tax expense related to the hurricane adjustments.

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 taxing authorities.  Positions challenged by the taxing 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 changes to the company’s global unrecognized tax benefits could be significant, however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made.

9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 6.  Earnings Per Share of Common Stock

Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings per share calculations for the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
Numerator:
Net income attributable to DuPont	$	1,159		$	417		$	2,288		$	905
Preferred dividends	(2		)	(2		)	(5		)	(5		)
Net income available to DuPont common stockholders	$	1,157		$	415		$	2,283		$	900
Denominator:
Weighted-average number of common shares - Basic	907,099,000			904,555,000			906,289,000			904,222,000
Dilutive effect of the company’s employee compensation plans	7,449,000			3,490,000			6,927,000			2,631,000
Weighted-average number of common shares - Diluted	914,548,000			908,045,000			913,216,000			906,853,000

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

	Three Months Ended June 30,		Six Months Ended June 30,
	2010	2009	2010	2009
Average Number of Stock Options	59,083,000	70,451,000	61,713,000	75,856,000

Note 7.  Inventories

	June 30, 2010			December 31, 2009
Finished products	$	3,192		$	2,893
Semifinished products	1,124			2,231
Raw materials and supplies	865			872
	5,181			5,996
Adjustment of inventories to a last-in, first-out (LIFO) basis	(600		)	(616		)
Total	$	4,581		$	5,380

10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 8.  Goodwill and Other Intangible Assets

There were no significant changes in goodwill for the six month period ended June 30, 2010.

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

	June 30, 2010							December 31, 2009
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization (Definite-lived):
Purchased and licensed technology	$	1,619	$	(792	)	$	827	$	1,622	$	(716	)	$	906
Patents	155		(55		)	100		169		(57		)	112
Trademarks	61		(24		)	37		62		(22		)	40
Other (1)	589		(269		)	320		642		(302		)	340
	2,424		(1,140		)	1,284		2,495		(1,097		)	1,398
Intangible assets not subject to amortization (Indefinite-lived):
Trademarks / tradenames	176		—			176		179		—			179
Pioneer germplasm (2)	975		—			975		975		—			975
	1,151		—			1,151		1,154		—			1,154
Total	$	3,575	$	(1,140	)	$	2,435	$	3,649	$	(1,097	)	$	2,552

(1)Primarily consists of sales and grower networks, customer lists, marketing and manufacturing alliances and noncompetition agreements.

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

The aggregate pre-tax amortization expense for definitive-lived intangible assets was $52 and $110 for the three and six month periods ended June 30, 2010, respectively, and $68 and $167 for the three and six month periods ended June 30, 2009, respectively.  The estimated aggregate pre-tax amortization expense for 2010 and each of the next five years is approximately $178, $182, $186, $188, $180 and $145.

11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 9.  Commitments and Contingent Liabilities

Guarantees

Product Warranty Liability

The company warrants that its products meet standard specifications.  The company’s product warranty liability was $20 and $17 as of June 30, 2010 and December 31, 2009, respectively.  Estimates for warranty costs are based on historical claims experience.

Indemnifications

In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transaction.  The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite.  In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters.  If the indemnified party were to incur a liability or have a liability increase as a result of a successful claim, pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party.  The maximum amount of potential future payments is generally unlimited.  The carrying amount recorded for all indemnifications as of June 30, 2010 and December 31, 2009 was $97 and $100, respectively.  Although it is reasonably possible that future payments may exceed amounts accrued, due to the nature of indemnified items, it is not possible to make a reasonable estimate of the maximum potential loss or range of loss.  No assets are held as collateral and no specific recourse provisions exist.

In connection with the 2004 sale of the majority of the net assets of Textiles and Interiors, the company indemnified the purchasers, subsidiaries of Koch Industries, Inc. (INVISTA), against certain liabilities primarily related to taxes, legal and environmental matters and other representations and warranties under the Purchase and Sale Agreement. The estimated fair value of the indemnity obligations under the Purchase and Sale Agreement was $70 and was included in the indemnifications balance of $97 at June 30, 2010. Under the Purchase and Sale Agreement, the company’s total indemnification obligation for the majority of the representations and warranties cannot exceed $1,400. The other indemnities are not subject to this limit.  In March 2008, INVISTA filed suit in the Southern District of New York alleging that certain representations and warranties in the Purchase and Sale Agreement were breached and, therefore, that DuPont is obligated to indemnify it. DuPont disagrees with the extent and value of INVISTA’s claims. DuPont has not changed its estimate of its total indemnification obligation under the Purchase and Sale Agreement as a result of the lawsuit.

Obligations for Equity Affiliates & Others

The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates, customers, suppliers and other affiliated and unaffiliated companies.  At June 30, 2010 and December 31, 2009, the company had directly guaranteed $479 and $684, respectively, of such obligations. In addition, the company had $119 relating to guarantees of historical obligations for divested subsidiaries as of June 30, 2010 and December 31, 2009.  This represents 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.

At June 30, 2010 and December 31, 2009, a liability of $114 and $146, respectively, was recorded for these obligations, representing the amount of payment/performance risk for which the company deems probable. This liability is principally related to obligations of the company’s polyester films joint venture, which are guaranteed by the company.

12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

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 approximately 33 percent of the $219 of guaranteed obligations of customers and suppliers. Set forth below are the company’s guaranteed obligations at June 30, 2010:

	Short- Term		Long- Term		Total
Obligations for customers, suppliers and other affiliated and unaffiliated companies(1),(2):
Bank borrowings (terms up to 5 years)	$	354	$	100	$	454
Obligations for equity affiliates(2):
Bank borrowings (terms up to 3 years)	7		17		24
Leases on equipment and facilities (terms less than 1 year)	1		—		1
Total obligations for customers, suppliers, other affiliated and unaffiliated companies, and equity affiliates	$	362	$	117	$	479
Obligations for divested subsidiaries(3):
Conoco (terms up to 16 years)	—		16		16
Consolidation Coal Sales Company (terms up to 1 year)	31		72		103
Total obligations for divested subsidiaries	31		88		119
	$	393	$	205	$	598

(1) Existing guarantees for customers, suppliers, and other unaffiliated companies arose as part of contractual agreements.

(2) Existing guarantees for equity affiliates and other affiliated companies arose for liquidity needs in normal operations.

(3) The company has guaranteed certain obligations and liabilities related to divested subsidiaries Conoco and Consolidation Coal Sales Company. Conoco and Consolidation Coal Sales Company have indemnified the company for any liabilities the company may incur pursuant to these guarantees.

Litigation

PFOA

Regulatory and Environmental Actions

In January 2009, the U.S. Environmental Protection Agency (EPA) issued a national Provisional Health Advisory for PFOA of 0.4 parts per billion (ppb) in drinking water. In March 2009, EPA and DuPont entered an Order on Consent under the Safe Drinking Water Act (SDWA) reflecting an action level of 0.40 ppb.  Under the terms of the 2009 consent order, DuPont will conduct surveys, sampling and analytical testing in the area around its Washington Works site located in Parkersburg, West Virginia. If tests indicate the presence of PFOA, (collectively, perfluorooctanoic acids and its salts, including the ammonium salt), in drinking water at 0.40 ppb or greater, the company will offer treatment or an alternative supply of drinking water. The 2009 consent order supersedes the November 2006 Order on Consent between DuPont and EPA which established a precautionary interim screening level for PFOA of 0.50 ppb in drinking water sources in the area around the Washington Works site.  All of DuPont’s remaining obligations under the 2006 consent order have been incorporated into the 2009 consent order.

In late 2005, DuPont and EPA entered into a Memorandum of Understanding (EPA MOU) that required DuPont to monitor PFOA in the soil, air, water and biota around the Washington Works site.  The required third party peer review of the data generated in the monitoring process has been completed.  EPA issued its final report in September 2009 to which DuPont responded. EPA provided comments on DuPont’s response in the first quarter 2010.  EPA and the company are discussing a plan for further monitoring under the MOU.

13

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

In late 2009, DuPont received an Information Request from EPA under the Clean Water Act (CWA) regarding previously reported historic disposal practices for waste generated by the Washington Works site that may contain PFOA. In December 2009, a similar request was made under the Resource Conservation and Recovery Act (RCRA) regarding the Chambers Works site in Deepwater, New Jersey. DuPont has responded to these requests.

In 2009, DuPont entered into a voluntary agreement with the New Jersey Department of Environmental Protection, (NJDEP), to sample private wells within a two-mile radius of its Chambers Works site in Deepwater, New Jersey for the presence of PFOA and treat any wells with PFOA above 0.40 ppb. DuPont has completed its obligations under the agreement and is treating one well.

At June 30, 2010, DuPont has accruals of about $0.3 to fund its activities described above.

EPA Administrative Complaints

In July and December 2004, EPA filed administrative complaints against DuPont alleging that the company failed to comply with the technical reporting requirements of the Toxic Substances Control Act (TSCA) and the RCRA regarding PFOA.  Under a 2005 agreement settling the matter, the company paid civil fines of $10.25 and will complete two Supplemental Environmental Projects at a total cost of $6.25.

Civil Actions: Drinking Water

In August 2001, a class action, captioned Leach v. DuPont, was filed in West Virginia state court against DuPont and the Lubeck Public Service District.  DuPont uses PFOA as a processing aid to manufacture fluoropolymer resins and dispersions at various sites around the world including its Washington Works plant in West Virginia.  The complaint alleged that residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water.  The relief sought included damages for medical monitoring, diminution of property values and punitive damages plus injunctive relief to stop releases of PFOA.  DuPont and attorneys for the class reached a settlement agreement in 2004 and as a result, the company established accruals of $108 in 2004.  The agreement was approved by the Wood County Circuit Court on February 28, 2005 after a fairness hearing.  The settlement binds a class of approximately 80,000 residents.  As defined by the court, the class includes those individuals who have consumed, for at least one year, water containing 0.05 ppb or greater of PFOA from any of six designated public water sources or from sole source private wells.

In July 2005, the company paid the plaintiffs’ attorneys’ fees and expenses of $23 and made a payment of $70, which class counsel has designated to fund a community health project.  The company is also funding a series of health studies by an independent science panel of experts in the communities exposed to PFOA to evaluate available scientific evidence on whether any probable link exists between exposure to PFOA and human disease.  The company expects the independent science panel to complete these health studies between 2009 and year-end 2011 at a total estimated cost of $32, of which $5 was originally placed in an interest-bearing escrow account.  In addition, the company is providing state-of-the art water treatment systems designed to reduce the level of PFOA in water to six area water districts, including the Little Hocking Water Association (LHWA), until the science panel determines that PFOA does not cause disease or until applicable water standards can be met without such treatment.  All of the water treatment systems are operating. The estimated cost of constructing, operating and maintaining these systems is about $23, of which $10 was originally placed in an interest-bearing escrow account.  At June 30, 2010, the accrual balance relating to the funding of the independent science panel health studies and operating and maintaining the water treatment systems was $8, including $4 in interest bearing escrow accounts.

The settlement resulted in the dismissal of all claims asserted in the lawsuit except for personal injury claims.  If the independent science panel concludes that no probable link exists between exposure to PFOA and any diseases, then the settlement would also resolve personal injury claims.  If it concludes that a probable link does exist between exposure to PFOA and any diseases, then DuPont would also fund up to $235 for a medical monitoring program to pay for such medical testing.  In this event, plaintiffs would retain their right to pursue personal injury claims.  All other claims in the lawsuit would remain

14

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

dismissed by the settlement.  DuPont believes that it is remote that the panel will find a probable link.  Therefore, at June 30, 2010, the company had not established any accruals related to medical monitoring or personal injury claims.  However, there can be no assurance as to what the independent science panel will conclude.

In September 2007, LHWA refiled the suit it originally filed in Ohio state court and voluntarily dismissed in 2006. The suit claims that perfluorinated compounds, including PFOA, allegedly released from the Washington Works plant contaminated LHWA’s well fields and underlying aquifer.  In November 2009, LHWA sued DuPont in Ohio federal court alleging among other claims “imminent and substantial endangerment to health and or the environment” under RCRA based on detection of PFOA in its wells. LHWA seeks a variety of relief in both cases including compensatory and punitive damages, and an injunction requiring DuPont to provide a new “pristine” well field and the infrastructure to deliver it.

In the third quarter 2009, Emerald Coast Utilities Authority, owner and operator of public drinking water systems in Pensacola, Florida and nearby areas, filed suit against several defendants including the company alleging water contamination from PFOA and perfluorooctane sulfonate (PFOS).  The case, originally filed in Florida state court, was removed to federal court in the fourth quarter 2009.  DuPont does not have any facilities in the water district served by the Emerald Coast Utilities Authority that manufacture or use PFOA. DuPont does not and has not manufactured PFOS and does not use the compound in its processes.  The complaint seeks testing, treatment, remediation and monitoring.  In the first quarter 2010, DuPont filed a motion for summary judgment to dismiss the case against it.

In the second quarter 2006, three purported class actions were filed alleging that drinking water had been contaminated by PFOA in excess of 0.05 ppb due to alleged releases from certain DuPont plants.  One of these cases was filed in West Virginia state court by three individual plaintiffs on behalf of customers of the Parkersburg City Water District, but was removed on DuPont’s motion to the U.S. District Court for the Southern District of West Virginia.  In September 2008, the U.S. District Court ruled that the case could not proceed as a class action. Plaintiffs’ appeal of the ruling was denied. In the second quarter 2009, the plaintiffs added a claim based on public nuisance and moved for again class certification.  In the third quarter 2009, the Court granted summary judgment in DuPont’s favor dismissing all claims brought by the three plaintiffs, including public nuisance and class certification, except for medical monitoring.  In the fourth quarter 2009, plaintiffs voluntarily dismissed the medical monitoring claims. The court entered final judgment for DuPont in January 2010.  In the first quarter 2010, plaintiffs’ appealed the final judgment to the U.S. Court of Appeals for the Fourth Circuit.  A ruling is expected in 2011.

The other two purported class actions were filed in New Jersey.  One was filed in federal court on behalf of individuals who allegedly drank water contaminated by releases from DuPont’s Chambers Works plant in Deepwater, New Jersey.  The second was filed in state court on behalf of customers serviced primarily by the Pennsville Township Water Department and was removed to New Jersey federal district court on DuPont’s motion.  The New Jersey cases have been combined for purposes of discovery and the complaints have been amended to allege that drinking water had been contaminated by PFOA in excess of 0.04 ppb.  In December 2008, the court denied class action status in both cases, but ordered additional briefing on certain issues. In October 2009, the Court granted class certification for certain sub-classes regarding public and private nuisance claims, while denying class certification for all other claims. The court also certified a legal question related to strict liability.  In April 2010, the Court allowed plaintiffs in both cases to add a claim under RCRA alleging “imminent and substantial endangerment to health and or the environment.”  The Court will set a trial date upon resolution of motions to be filed in the third and fourth quarter 2010. Pending further rulings by the Court, the remedies sought by the class are expected to include abatement of the alleged nuisance, e.g. reduction of PFOA in drinking water to less than 0.04 ppb, and monetary damages for alleged property diminution.

DuPont denies the claims alleged in these civil drinking water actions and is defending itself vigorously.

While DuPont believes that it is reasonably possible that it could incur losses related to PFOA matters in addition to those matters discussed above for which it has established accruals, a range of such losses, if any, cannot be reasonably estimated at this time.

15

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Elastomers Antitrust Matters

In 2002, the U.S., Canadian and European Union (EU) antitrust authorities began investigating companies competing in the synthetic rubber market including DuPont Dow Elastomers, LLC (DDE), a joint venture between The Dow Chemical Company (Dow) and DuPont. DDE became a wholly owned subsidiary of DuPont and was renamed DuPont Performance Elastomers, LLC (DPE) in 2005.  In April 2004, DuPont and Dow entered into a series of agreements under which DuPont obtained complete control over directing DDE’s response to these investigations and the related litigation and DuPont agreed to a disproportionate share of the venture’s liabilities and costs related to these matters.  Consequently, DuPont bears any potential liabilities and costs up to the initial $150.  Dow is obligated to indemnify DuPont for up to $72.5 by paying 15 to 30 percent toward liabilities and costs in excess of $150.

DDE entered a 2005 plea agreement with the U.S. Department of Justice that included a fine of $84. The company elected to pay the fine in six equal installments; the last installment was paid during the first quarter 2010. In 2007, DPE pled guilty to conspiring to fix prices in the Canadian synthetic rubber market and paid a fine of CDN $4, approximately $3.8 USD.

In December 2007, the EU antitrust authorities imposed fines against DPE, Dow and DuPont totaling EURO 59.25 ($90.9 USD).  DuPont provisionally paid the fines in 2008 prior to appealing the EU decision.  The EU antitrust authorities subsequently imposed an incremental fine of EURO 4.425 ($6.5 USD) on Dow which was provisionally paid in 2008.

The company has resolved all criminal antitrust allegations involving the synthetic rubber market against it made by U.S., Canadian, and, pending resolution of the company’s appeal, the EU antitrust authorities. At June 30, 2010, the company does not have an accrual related to this matter.

Benlate®

In 1991, DuPont began receiving claims by growers that use of Benlate® 50 DF fungicide had caused crop damage.  DuPont has since been served with thousands of lawsuits, most of which have been disposed of through trial, dismissal or settlement.  The status of Benlate® cases is indicated in the table below:

	Number of Cases
Balance at December 31, 2009	13
Filed	—
Resolved	—
Balance at March 31, 2010	13
Filed	—
Resolved	(1	)
Balance at June 30, 2010	12

At June 30, 2010, there were nine cases pending in Florida state court involving allegations that Benlate® caused crop damage.  At the 2006 trial of two cases involving twenty-seven Costa Rican fern growers, the plaintiffs sought damages in the range of $270 to $400.  A $56 judgment was rendered against the company, but was reduced to $24 on DuPont’s motion.  In the fourth quarter 2009, the appeal was resolved in DuPont’s favor. The judgment was reversed, vacated and the cases were remanded to be tried separately. Plaintiffs will likely seek further appellate review. A case alleging crop damage was filed and dismissed for the third time in state court in North Carolina.  This case was resolved in the second quarter 2010 when plaintiffs elected not to appeal.

Plaintiffs in two cases pending in Florida allege damage to shrimping operations.  These cases had been decided in DuPont’s favor, but in September 2007, the judge granted plaintiffs’ motion for new trial thus reinstating the cases.  Previously, these plaintiffs had been awarded unspecified attorneys’ fees as

16

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

sanctions for alleged discovery abuses by DuPont. In June 2009, the Judge issued an order striking DuPont’s pleadings and entering a default judgment against the company as to liability and causation. Therefore, only the issue of damages will be tried in both cases. The first case is scheduled for trial in August 2010; the second case is expected to be tried immediately after the first.  DuPont will appeal the orders after the trials.

In January 2009, a case was filed in Florida state court claiming that plaintiff’s exposure to Benlate® allegedly contaminated with atrazine caused plaintiff’s kidney and brain cancer. The case has been removed to federal court.

The company does not believe that Benlate® caused the damages alleged in each of these cases and denies the allegations of fraud and misconduct.  The company continues to defend itself in ongoing matters.  As of June 30, 2010, the company has incurred costs and expenses of approximately $2,000 associated with these matters, but does not expect additional significant costs or expenses associated with the remaining 12 cases.   The company has recovered approximately $275 of its costs and expenses through insurance and does not expect additional insurance recoveries, if any, to be significant.  At June 30, 2010, the company has accruals of $0.1 related to Benlate®.

Spelter, West Virginia

In September 2006, a West Virginia state court certified a class action captioned Perrine v DuPont, against DuPont that seeks relief including the provision of remediation services and property value diminution damages for 7,000 residential properties in the vicinity of a closed zinc smelter in Spelter, West Virginia.  The action also seeks medical monitoring for an undetermined number of residents in the class area.  The smelter was owned and operated by at least three companies between 1910 and 2001, including DuPont between 1928 and 1950.  DuPont performed remedial measures at the request of EPA in the late 1990s and in 2001 repurchased the site to facilitate and complete the remediation.  The fall 2007 trial was conducted in four phases: liability, medical monitoring, property and punitive damages. The jury found against DuPont in all four phases awarding $55.5 for property remediation and $196.2 in punitive damages. In post trial motions, the court adopted the plaintiffs’ forty-year medical monitoring plan estimated by plaintiffs to cost $130 and granted plaintiffs’ attorneys legal fees of $127 plus $8 in expenses based on and included in the total jury award.

In June 2008, DuPont filed its petitions for appeal with the West Virginia Supreme Court (the Court) seeking review of a number of issues associated with the trial court’s decisions before, during and after the trial.  The Court issued its decision on March 26, 2010, affirming in part and reversing in part the trial court’s decision.

The Court conditionally affirmed the verdict, but reduced punitive damages to $97.7 and gave plaintiffs the option to re-try punitive damages.  In July 2010, plaintiffs accepted the reduced punitive damage award and, as a result, the issue of punitive damages will not be re-tried.

Also in its March 2010 decision, the Court reversed the trial court’s order granting summary judgment to plaintiffs on the issue of statute of limitations and ordered a new jury trial on the sole issue of when the plaintiffs possessed requisite knowledge to trigger the running of the statute. If the jury determines that plaintiffs had or should have had requisite knowledge more than 2 years prior to filing their case, then the trial court must set aside the verdict and render judgment in DuPont’s favor.  As of June 30, 2010, the company had recorded accruals of $55, although given the uncertainties inherent in litigation there can be no assurance as to the final outcome.

17

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

General

The company is subject to various lawsuits and claims arising out of the normal course of its business.  These lawsuits and claims include actions based on alleged exposures to products, intellectual property and environmental matters and contract and antitrust claims.  Management has noted a nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged environmental torts without claiming present personal injuries. Such cases may allege contamination from unregulated substances or remediated sites. The company also has noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public.  Although it is not possible to predict the outcome of these various lawsuits and claims, management does not anticipate they will have a materially adverse effect on the company’s consolidated financial position or liquidity.  However, the ultimate liabilities may be significant to results of operations in the period recognized.  The company accrues for contingencies when the information available indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

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 set forth in Note 1 in the company’s 2009 Annual Report. Much of this liability results from the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, often referred to as Superfund), RCRA and similar state and global laws. These laws require the company to undertake certain investigative and remedial 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, 2010, the Condensed Consolidated Balance Sheets included a liability of $404, relating to these matters and, in management’s opinion, is appropriate based on existing facts and circumstances. The average time frame, over which the accrued or presently unrecognized amounts may be paid, based on past history, is estimated to be 15-20 years. Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, potential liability may range up to two to three times the amount accrued as of June 30, 2010.

Other

The company has various purchase commitments incident to the ordinary conduct of business. In the aggregate, such commitments are not at prices in excess of current market nor are they significantly different than amounts disclosed in the company’s 2009 Annual Report.

18

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 10.  Stockholders’ Equity

A summary of the changes in equity for the three and six months ended June 30, 2010 and 2009 is provided below:

Consolidated Changes in Equity for the Three Months Ended June 30, 2010	Total			Comprehensive Income			Preferred Stock		Common Stock		Additional Paid-in- Capital		Reinvested Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Noncontrolling Interests
Beginning balance	$	8,423					$	237	$	298	$	8,514	$	11,463		$	(5,804	)	$	(6,727	)	$	442
Comprehensive income:
Net income	1,168			$	1,168								1,159									9
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment	(89		)	(89		)										(89		)
Net revaluation and clearance of cash flow hedges to earnings	18			18												18
Pension benefit plans	87			87												87
Other benefit plans	(7		)	(7		)										(7		)
Net unrealized loss on securities	(1		)	(1		)										(1		)
Other comprehensive income	8			8
Comprehensive income	1,176			$	1,176	(1)
Common dividends	(376		)										(375		)							(1		)
Preferred dividends	(2		)										(2		)
Common stock issued - compensation plans	55										55
Total Equity as of June 30, 2010	$	9,276					$	237	$	298	$	8,569	$	12,245		$	(5,796	)	$	(6,727	)	$	450

Consolidated Changes in Equity for the Three Months Ended June 30, 2009	Total			Comprehensive Income			Preferred Stock		Common Stock		Additional Paid-in- Capital		Reinvested Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Noncontrolling Interests
Beginning balance	$	7,643					$	237	$	297	$	8,396	$	10,569		$	(5,558	)	$	(6,727	)	$	429
Purchase of subsidiary shares from noncontrolling interest	(1		)																			(1		)
Comprehensive income:
Net income	421			$	421								417									4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment	93			93												93
Net revaluation and clearance of cash flow hedges to earnings	38			38												36						2
Pension benefit plans	49			49												49
Other benefit plans	(8		)	(8		)										(8		)
Net unrealized gain on securities	3			3												3
Other comprehensive income	175			175
Comprehensive income	596			$	596	(1)
Common dividends	(374		)										(373		)							(1		)
Preferred dividends	(2		)										(2		)
Common stock issued - compensation plans	45										45
Total Equity as of June 30, 2009	$	7,907					$	237	$	297	$	8,441	$	10,611		$	(5,385	)	$	(6,727	)	$	433

(1)Includes comprehensive income attributable to noncontrolling interests of $9 and $6 for the three months ended June 30, 2010 and 2009, respectively.

19

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Consolidated Changes in Equity for the Six Months Ended June 30, 2010	Total			Comprehensive Income			Preferred Stock		Common Stock		Additional Paid-in- Capital		Reinvested Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Noncontrolling Interests
Beginning balance	$	7,651					$	237	$	297	$	8,469	$	10,710		$	(5,771	)	$	(6,727	)	$	436
Comprehensive income:
Net income	2,305			$	2,305								2,288									17
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment	(151		)	(151		)										(150		)				(1		)
Net revaluation and clearance of cash flow hedges to earnings	(12		)	(12		)										(12		)
Pension benefit plans	167			167												167
Other benefit plans	(27		)	(27		)										(27		)
Net unrealized loss on securities	(3		)	(3		)										(3		)
Other comprehensive loss	(26		)	(26		)
Comprehensive income	2,279			$	2,279	(2)
Common dividends	(750		)										(748		)							(2		)
Preferred dividends	(5		)										(5		)
Common stock issued - compensation plans	101								1		100
Total Equity as of June 30, 2010	$	9,276					$	237	$	298	$	8,569	$	12,245		$	(5,796	)	$	(6,727	)	$	450

Consolidated Changes in Equity for the Six Months Ended June 30, 2009	Total			Comprehensive Income			Preferred Stock		Common Stock		Additional Paid-in- Capital		Reinvested Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Noncontrolling Interests
Beginning balance	$	7,552					$	237	$	297	$	8,380	$	10,456		$	(5,518	)	$	(6,727	)	$	427
Acquisition of a majority interest in a consolidated subsidiary	1																					1
Purchase of subsidiary shares from noncontrolling interest	(1		)																			(1		)
Comprehensive income:
Net income	910			$	910								905									5
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment	25			25												25
Net revaluation and clearance of cash flow hedges to earnings	40			40												38						2
Pension benefit plans	87			87												87
Other benefit plans	(18		)	(18		)										(18		)
Net unrealized gain on securities	1			1												1
Other comprehensive income	135			135
Comprehensive income	1,045			$	1,045	(2)
Common dividends	(746		)										(745		)							(1		)
Preferred dividends	(5		)										(5		)
Common stock issued - compensation plans	61										61
Total Equity as of June 30, 2009	$	7,907					$	237	$	297	$	8,441	$	10,611		$	(5,385	)	$	(6,727	)	$	433

(2)Includes comprehensive income attributable to noncontrolling interests of $16 and $7 for the six months ended June 30, 2010 and 2009, respectively.

20

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 11.  Derivatives and Other Hedging 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 under established procedures and controls. The company has established a variety of approved derivative instruments to be utilized in each financial risk management program, as well as varying levels of exposure coverage and time horizons based on an assessment of risk factors related to each hedging program. Derivative instruments utilized during the period include forwards, options, futures and swaps. The company has not designated any nonderivatives as hedging instruments.

The company established a financial risk management framework that incorporated the Corporate Financial Risk Management Committee and established financial risk management policies and guidelines that authorize the use of specific derivative instruments and further establishes procedures for control and valuation, counterparty credit approval and routine 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 manages this exposure to credit loss through the aforementioned credit approvals, limits and monitoring procedures and, to the extent possible, by restricting the period over which unpaid balances are allowed to accumulate. 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 company hedges foreign currency denominated revenue and monetary assets and liabilities, certain business specific foreign currency exposures and certain energy feedstock purchases. In addition, the company enters into agricultural commodity derivatives to hedge exposures relevant to agricultural feedstocks.

Foreign Currency Risk

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

The company routinely uses forward exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities of its operations. The primary business objective of this hedging program is to maintain an approximately balanced position in foreign currencies so that exchange gains and losses resulting from exchange rate changes, net of related tax effects, are minimized.

Interest Rate Risk

The company uses interest rate swaps to manage the interest rate mix of the total debt portfolio and related overall cost of borrowing.

Interest rate swaps involve the exchange of fixed for floating rate interest payments to effectively convert fixed rate debt into floating rate debt based on USD LIBOR.  Interest rate swaps allow the company to achieve a target range of floating rate debt.

Commodity Price Risk

Commodity price risk management programs serve to reduce exposure to price fluctuations on purchases of inventory such as natural gas, copper, corn, soybeans and soybean meal.

The company enters into over-the-counter and exchange-traded derivative commodity instruments to hedge the commodity price risk associated with energy feedstock and agricultural commodity exposures.

21

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Fair Value Hedges

During the quarter ended June 30, 2010, the company maintained a number of interest rate swaps, implemented at the time the debt instruments were issued, that involve the exchange of fixed for floating rate interest payments.  These swaps allow the company to achieve a target range of floating rate debt. All interest rate swaps qualify for the shortcut method of hedge accounting, thus there is no ineffectiveness related to these hedges. The company maintains no other significant fair value hedges.  At June 30, 2010 and December 31, 2009, the company had interest rate swap agreements with gross notional amounts of approximately $1,000 and $1,900, respectively.

Cash Flow Hedges

The company maintains a number of cash flow hedging programs to reduce risks related to foreign currency and commodity price risk. While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two-year period.

The company 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 U.S. dollar value of the related foreign currency-denominated revenues. At June 30, 2010 and December 31, 2009, the company had foreign currency exchange contracts with gross notional amounts of approximately $614 and $293, respectively.

A portion of natural gas purchases are hedged to reduce price volatility using fixed price swaps and options. At June 30, 2010 and December 31, 2009, the company had energy feedstock and other contracts with gross notional amounts of approximately $215 and $277, respectively.

The company contracts with independent growers to produce seed inventory.  Under these contracts, growers are compensated with bushel equivalents that are sold to the company for the market price of grain for a period of time.  Derivative instruments, such as commodity futures and options that have a high correlation to the underlying commodity, are used to hedge the commodity price risk involved in compensating growers.

The company utilizes agricultural commodity futures to manage the price volatility of soybean meal.  These derivative instruments have a high correlation to the underlying commodity exposure and are deemed effective in offsetting soybean meal feedstock price risk.

At June 30, 2010 and December 31, 2009, the company had agricultural commodity contracts with gross notional amounts of approximately $116 and $332, respectively.

22

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction will not materialize. The following table summarizes the effect of cash flow hedges on accumulated other comprehensive income (loss) for the three and six months ended June 30, 2010:

	Three Months Ended June 30, 2010									Six Months Ended June 30, 2010
	Pre-tax			Tax			After- Tax			Pre-tax			Tax			After- Tax
Beginning balance	$	(147	)	$	52		$	(95	)	$	(101	)	$	36		$	(65	)
Additions and revaluations of derivatives designated as cash flow hedges	10			(3		)	7			(62		)	23			(39		)
Clearance of hedge results to earnings	18			(7		)	11			44			(17		)	27
Balance at June 30, 2010	$	(119	)	$	42		$	(77	)	$	(119	)	$	42		$	(77	)
Amounts expected to be reclassified into earnings over the next twelve months	$	(90	)	$	32		$	(58	)	$	(90	)	$	32		$	(58	)

Hedges of Net Investment in a Foreign Operation

During the quarter ended June 30, 2010, the company did not maintain any hedges of net investment in a foreign operation.

Derivatives not Designated in Hedging Relationships

The company uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities. 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 results in a minimal earnings impact, after taxes. At June 30, 2010 and December 31, 2009, the company had forward exchange contracts with gross notional amounts of approximately $7,443 and $7,634, respectively.

In addition, the company has risk management programs for agricultural commodities that do not qualify for hedge accounting treatment. At June 30, 2010 and December 31, 2009, the company had agricultural commodities contracts with gross notional amounts of approximately $143 and $206, respectively.

Contingent Features

During the quarter ended June 30, 2010, the company did not maintain any derivative contracts with credit-risk-related contingent features.

23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

The following tables provide information on the location and amounts of derivative fair values in the Condensed Consolidated Balance Sheet and derivative gains and losses in the Consolidated Income Statement:

Fair Values of Derivative Instruments

	Asset Derivatives						Liability Derivatives
	June 30, 2010			December 31, 2009			June 30, 2010			December 31, 2009
Derivatives designated as hedging instruments
Interest rate swaps	$	—		$	12	(1)	$	—		$	12	(4)
Interest rate swaps	39		(2)	—			—			—
Foreign currency contracts	8		(1)	3		(1)	3		(3)	—
Energy feedstocks	—			2		(1)	67		(3)	54		(3)
Energy feedstocks	—			—			31		(4)	49		(4)
Total derivatives designated as hedging instruments	$	47		$	17		$	101		$	115
Derivatives not designated as hedging instruments
Foreign currency contracts	189		(1)	111		(1)	72		(3)	17		(3)
Total derivatives not designated as hedging instruments	$	189		$	111		$	72		$	17
Total derivatives	$	236		$	128		$	173		$	132

(1)Current portion recorded in accounts and notes receivable, net.

(2)Long-term portion recorded in other assets.

(3)Current portion recorded in other accrued liabilities.

(4)Long-term portion recorded in other liabilities.

The Effect of Derivative Instruments on the Consolidated Income Statement

Fair Value Hedging

Derivatives in Fair	Amount of Gain or (Loss) Recognized in Income of Derivative			Amount of Gain or (Loss) Recognized in Income on Hedged Item			Amount of Gain or (Loss) Recognized in Income of Derivative			Amount of Gain or (Loss) Recognized in Income on Hedged Item
Value Hedging Relationships	Three Months Ended June 30, 2010			Three Months Ended June 30, 2010			Three Months Ended June 30, 2009			Three Months Ended June 30, 2009
Interest rate swaps	$	34	(1)	$	(34	)(1)	$	(5	)(1)	$	5	(1)
Total	$	34		$	(34	)	$	(5	)	$	5

	Six Months Ended June 30, 2010			Six Months Ended June 30, 2010			Six Months Ended June 30, 2009			Six Months Ended June 30, 2009
Interest rate swaps	$	39	(1)	$	(39	)(1)	$	(16	)(1)	$	16	(1)
Total	$	39		$	(39	)	$	(16	)	$	16

(1)Gain/(loss) was recognized in interest expense, which offset to $0.

24

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Cash Flow Hedging

	Amount of Gain or (Loss) Recognized in OCI(1) on Derivative (Effective Portion)		Amount of Gain or (Loss) Reclassified from Accumulated OCI(1) into Income (Effective Portion)			Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Derivatives in Cash Flow Hedging Relationships	Three Months Ended June 30, 2010		Three Months Ended June 30, 2010			Three Months Ended June 30, 2010
Foreign currency contracts	$	5	$	6	(2)	$	—
Agricultural feedstocks	4		(7		)(3)	—
Energy feedstocks	1		(17		)(3)	—
Total	$	10	$	(18	)	$	—

	Six Months Ended June 30, 2010			Six Months Ended June 30, 2010			Six Months Ended June 30, 2010
Foreign currency contracts	$	10		$	12	(2)	$	—
Agricultural feedstocks	(42		)	(21		)(3)	(3		)(3)
Energy feedstocks	(30		)	(35		)(3)	—
Total	$	(62	)	$	(44	)	$	(3	)

	Amount of Gain or (Loss) Recognized in OCI(1) on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI(1) into Income (Effective Portion)			Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Derivatives in Cash Flow Hedging Relationships	Three Months Ended June 30, 2009			Three Months Ended June 30, 2009			Three Months Ended June 30, 2009
Foreign currency contracts	$	(7	)	$	(6	)(2)	$	—
Agricultural feedstocks	(8		)	(33		)(3)	(1		)(3)
Energy feedstocks	2			(30		)(3)	—
Total	$	(13	)	$	(69	)	$	(1	)

	Six Months Ended June 30, 2009			Six Months Ended June 30, 2009			Six Months Ended June 30, 2009
Foreign currency contracts	$	(2	)	$	(21	)(2)	$	—
Agricultural feedstocks	(23		)	(47		)(3)	(5		)(3)
Energy feedstocks	(48		)	(64		)(3)	—
Total	$	(73	)	$	(132	)	$	(5	)

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

(2)    Gain (loss) was reclassified from accumulated other comprehensive income into net sales.

(3)Loss was recognized in cost of goods sold and other operating charges.

25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Derivatives not Designated in Hedging Instruments

Derivatives Not	Amount of Gain or (Loss) Recognized in Income on Derivative						Amount of Gain or (Loss) Recognized in Income on Derivative
Designated in Hedging Instruments	Three Months Ended June 30, 2010			Six Months Ended June 30, 2010			Three Months Ended June 30, 2009			Six Months Ended June 30, 2009
Foreign currency contracts	$	328	(1)	$	543	(1)	$	(368	)(1)	$	(172	)(1)
Agricultural feedstocks	8		(2)	15		(2)	(7		)(2)	(4		)(2)
Total	$	336		$	558		$	(375	)	$	(176	)

(1)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 $(223) and $(408)  for the three and six months ended June 30, 2010, respectively, and $224 and $98 for the three and six months ended June 30, 2009, respectively.

(2)Gain (loss) was recognized in cost of goods sold and other operating charges.

Note 12.  Long-Term Employee Benefits

The following sets forth the components of the company’s net periodic benefit cost for pensions:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
Service cost	$	50		$	47		$	101		$	94
Interest cost	314			315			630			630
Expected return on plan assets	(356		)	(399		)	(716		)	(797		)
Amortization of unrecognized loss	127			69			253			139
Amortization of prior service cost	4			5			8			9
Net periodic benefit cost	$	139		$	37		$	276		$	75

The company disclosed in its Consolidated Financial Statements for the year ended December 31, 2009, that it expected to contribute approximately $270 to its pension plans, other than to the principal U.S. pension plan in 2010.  As of June 30, 2010, contributions of $149 have been made to these pension plans and the company anticipates additional contributions during the remainder of 2010 to total approximately $121.

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The following sets forth the components of the company’s net periodic benefit cost for other long-term employee benefits:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
Service cost	$	7		$	8		$	14		$	16
Interest cost	59			61			119			122
Amortization of unrecognized loss	14			13			29			25
Amortization of prior service benefit	(26		)	(27		)	(53		)	(53		)
Net periodic benefit cost	$	54		$	55		$	109		$	110

The company disclosed in its Consolidated Financial Statements for the year ended December 31, 2009, that it expected to make payments of approximately $341 to its other long-term employee benefit plans in 2010.  Through June 30, 2010, the company has made benefit payments of $154 related to its other long-term employee benefit plans and anticipates additional payments during the remainder of 2010 to total approximately $187.

Note 13.  Segment Information

Segment sales include transfers to another business segment.  Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. Segment pre-tax operating income/(loss) (PTOI) is defined as operating income/(loss) before income taxes, exchange gains/(losses), corporate expenses, interest and the cumulative effect of changes in accounting principles. Prior year data have been reclassified to reflect the current organizational structure.

Three Months Ended June 30,	Agriculture & Nutrition(2)			Electronics & Communications			Performance Chemicals			Performance Coatings			Performance Materials			Safety & Protection			Pharmaceuticals		Other			Total (1)
2010
Segment sales	$	3,030		$	657		$	1,569		$	962		$	1,576		$	845		$	—	$	57		$	8,696
Less transfers	(1		)	(4		)	(54		)	—			(18		)	(3		)	—		—			(80		)
Net sales	3,029			653			1,515			962			1,558			842			—		57			8,616
Pre-tax operating income (loss)	762			108			274			75			261			121			70		(16		)	1,655
2009
Segment sales	2,613			429			1,243			840			1,087			664			—		31			$	6,907
Less transfers	—			(4		)	(32		)	(1		)	(9		)	(3		)	—		—			(49		)
Net sales	2,613			425			1,211			839			1,078			661			—		31			6,858
Pre-tax operating income (loss)	580		(3)	(23		)(4)	79		(3),(4)	8		(3),(4)	5		(3),(4),(5)	(6		)(3),(4)	272		(43		)(3),(4)	872

27

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Six Months Ended June 30,	Agriculture & Nutrition(2)			Electronics & Communications			Performance Chemicals			Performance Coatings			Performance Materials			Safety & Protection			Pharmaceuticals		Other			Total (1)
2010
Segment sales	$	6,272		$	1,288		$	2,983		$	1,864		$	3,110		$	1,634		$	—	$	105		$	17,256
Less transfers	(1		)	(8		)	(104		)	(1		)	(37		)	(5		)	—		—			(156		)
Net sales	6,271			1,280			2,879			1,863			3,073			1,629			—		105			17,100
Pre-tax operating income (loss)	1,703			213			464			120			491			223			291		(47		)	3,458
2009
Segment sales	5,675			794			2,313			1,572			2,029			1,382			—		59			$	13,824
Less transfers	—			(8		)	(58		)	(1		)	(14		)	(5		)	—		(9		)	(95		)
Net sales	5,675			786			2,255			1,571			2,015			1,377			—		50			13,729
Pre-tax operating income (loss)	1,432		(3)	(57		)(4)	123		(3),(4)	(67		)(3),(4)	(141		)(3),(4),(5)	58		(3),(4)	524		(87		)(3),(4)	1,785

(1)A reconciliation of the pre-tax operating income totals reported for the operating segments to the applicable line item on the Consolidated Financial Statements is as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Total segment PTOI	$	1,655		$	872		$	3,458		$	1,785
Net exchange gains (losses), including affiliates	105			(144		)	135			(74		)
Corporate expenses and net interest	(192		)	(256		)	(438		)	(490		)
Income before income taxes	$	1,568		$	472		$	3,155		$	1,221

(2)As of June 30, 2010, Agriculture & Nutrition net assets were $8,688, an increase of $2,476 from $6,212 at December 31, 2009.  The increase was primarily due to higher trade receivables due to normal seasonality in the sales and cash collections cycle.

(3)Includes a $75 net reduction in estimated costs related to the 2008 restructuring program, in the following segments: Agriculture & Nutrition - $(1); Performance Chemicals - $3; Performance Coatings - $42; Performance Materials - $28; Safety & Protection - $1; and Other - $2.  See Note 4 for additional information.

(4)Includes a $(340) restructuring charge impacting the segments as follows: Electronics & Communications - $(43); Performance Chemicals - $(66); Performance Coatings - $(65); Performance Materials - $(110); Safety & Protection - $(55); and Other - $(1).  See Note 4 for additional information.

(5)Includes a $50 benefit related to a reduction in the reserve for hurricane damage in 2008 for $26, and initial insurance recoveries related to damage from Hurricane Ike in 2008 in the amount of $24.

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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,” “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, market position, expenditures and financial results, are forward-looking statements.

Forward-looking statements are based on certain assumptions and expectations of future events.  The company cannot guarantee that these assumptions and expectations are accurate or will be realized.  For 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 II, Item 1A beginning on page 41.  Additional risks and uncertainties not presently known to the company or that the company currently believes to be immaterial also could affect its businesses.

Results of Operations

Overview

Sales for all segments are growing steadily, with Electronics & Communications and DuPont Titanium Technologies surpassing pre-recession levels attained in the second quarter 2008.  Sales improvements principally reflect volume growth across geographic and product markets supported by global economic growth, particularly in emerging markets(1), and market share gains for certain businesses. Earnings for all segments increased significantly compared to prior year principally due to strong volume growth.  Total company sales of $8.6 billion were 26 percent higher than second quarter 2009, reflecting significantly higher sales volume and higher selling prices.  Increases in local selling prices more than offset higher costs for raw material, freight and transportation. Net income attributable to DuPont for the second quarter increased to $1,159 million from $417 million in 2009.  Programs for productivity and cost-cutting remain on track while focus continues on actions to support a strong balance sheet, cash generation, and capital productivity.  The company continues to execute strategies for further development and growth of new products for agriculture, photovoltaics, and the alternative energy and materials industries.

Net Sales

Net sales for the second quarter 2010 were $8.6 billion versus $6.9 billion in the prior year, an increase of 26 percent, reflecting 21 percent higher sales volume, a 5 percent increase in local selling prices, a 1 percent positive impact from currency exchange rates and a 1 percent net reduction from portfolio changes.  Sales volumes were higher across all segments with volumes improving 27 percent in emerging markets, increasing 14 percent in the United States and increasing 26 percent outside the United States.  Sales in emerging markets of $2.4 billion improved 32 percent from 2009, and the percentage of total company sales in these markets increased to 28 percent from 26 percent.

(1)  Emerging markets include China, India and countries located in Latin America, Eastern and Central Europe, Middle East, Africa and Southeast Asia.

29

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, 2010			Percent Change Due to:
	2010 Net Sales ($ Billions)		Percent Change vs. 2009	Local Price	Currency Effect		Volume	Portfolio
U.S.	$	3.6	18	5	—		14	(1	)
Europe, Middle East & Africa (EMEA)	2.1		24	4	(2	)	22	—
Asia Pacific	1.8		47	5	3		40	(1	)
Latin America	0.7		20	3	2		16	(1	)
Canada	0.4		30	6	14		12	(2	)
Total Consolidated Sales	$	8.6	26	5	1		21	(1	)

Net sales for the six months ended June 30, 2010 were $17.1 billion versus $13.7 billion in the prior year, an increase of 25 percent. This increase reflects a 20 percent higher sales volume, a 4 percent increase in local selling prices, a 2 percent positive impact from currency exchange rates and a 1 percent net reduction from portfolio changes.  Sales volumes were higher across all segments with volumes improving 13 percent in the United States and 25 percent outside the United States.  Sales in emerging markets of $4.7 billion improved 32 percent from 2009, and the percentage of total company sales in these markets increased to 28 percent from 26 percent.

	Six Months Ended June 30, 2010			Percent Change Due to:
	2010 Net Sales ($ Billions)		Percent Change vs. 2009	Local Price	Currency Effect	Volume	Portfolio
U.S.	$	7.1	17	5	—	13	(1	)
EMEA	4.5		19	2	2	15	—
Asia Pacific	3.4		57	3	3	51	—
Latin America	1.5		21	1	5	16	(1	)
Canada	0.6		24	3	13	9	(1	)
Total Consolidated Sales	$	17.1	25	4	2	20	(1	)

Other Income, Net

Second quarter 2010 other income, net, totaled $464 million as compared to $230 million in the prior year, an increase of $234 million.  The increase was attributable largely to an increase in net pre-tax exchange gains of $247 million coupled with a benefit of $59 million related to accrued interest associated with settlements of prior year income tax contingencies, an increase in net gains on sales of assets of $52 million and an increase in insurance recoveries of $38 million.  The increase in other income, net for the second quarter 2010 was partially offset by a $202 million reduction of Cozaar®/Hyzaar® antihypertensive drugs income, which reflects the expiration of certain patents.

30

For the six months ended June 30, 2010, other income, net, was $824 million as compared to $629 million last year, an increase of $195 million.  The increase was attributable primarily to an increase in net pre-tax exchange gains of $225 million combined with a benefit of $59 million related to accrued interest associated with settlements of prior year income tax contingencies, an increase in net gains on sales of assets of $53 million, higher income from equity affiliates of $36 million and an increase in insurance recoveries of $38 million.  The increase in other income, net for the year-to-date 2010 was partially offset by $234 million reduction of Cozaar®/Hyzaar® income, which reflects the expiration of certain patents.

Additional information related to the company’s other income, net, is included in Note 3 to the interim Consolidated Financial Statements.

Cost of Goods Sold and Other Operating Charges (COGS)

COGS totaled $6.0 billion in the second quarter 2010 versus $5.0 billion in the prior year, an increase of 20 percent.  COGS as a percent of net sales improved to 69 percent versus 73 percent for the second quarter 2009.  The 4 percentage point improvement principally reflects increased manufacturing utilization from higher volume, higher selling prices, and a favorable impact from currency exchange rates, partly offset by the absence of a prior-year benefit for hurricane related items.  Raw material, energy and freight costs, adjusted for volume and currency, were 3 percent higher.

COGS for the six months ended June 30, 2010 was $11.8 billion, an increase of 16 percent versus $10.2 billion in the prior year.  COGS was 69 percent of net sales, a 5 percentage point decrease from prior year.  The 5 percentage point improvement principally reflects increased manufacturing utilization from higher volume, higher selling prices, and a favorable impact from currency exchange rates.  Raw material, energy and freight costs, adjusted for volume and currency, were essentially flat. The company anticipates that full-year 2010 raw material, energy and freight costs, adjusted for volume and currency, will increase approximately 3 percent compared to prior year.

Selling, General and Administrative Expenses (SG&A)

SG&A totaled $1,021 million for the second quarter 2010 versus $907 million in the prior year. Year-to-date SG&A totaled $2.0 billion versus $1.8 billion in 2009.  The increase for the three and six months ended June 30, 2010 was due to higher selling expenses, primarily in the Agriculture & Nutrition segment as a result of increased global commissions and selling and marketing investments related to the company’s seed products, and higher non-cash pension expenses.  SG&A was approximately 12 percent of net sales for the three and six month periods ended June 30, 2010 and 13 percent for the same periods in 2009.

Research and Development Expense (R&D)

R&D totaled $404 million and $331 million for the second quarter 2010 and 2009, respectively. For the six month period ended June 30, 2010, R&D was $769 million versus $654 million last year.  The increase for the three and six months ended June 30, 2010 in R&D was due to continued growth investment in the Agriculture & Nutrition segment.  R&D was constant at approximately 5 percent of net sales for the three and six month periods ended June 30, 2010 and 2009.

Interest Expense

Interest expense totaled $103 million in the second quarter 2010 compared to $106 million in 2009. For the six month period ended June 30, 2010, interest expense decreased from $212 million in 2009 to $206 million in 2010. The decrease in interest expense for the three and six months ended June 30, 2010 is due primarily to lower rates partially offset by higher average debt.

31

Employee Separation / Asset Related Charges, Net

For the three and six months ended June 30, 2009, the company recorded a $340 million restructuring charge comprised of severance and related benefit costs, asset write-offs, and impairment charges, partially offset by a $75 million net reduction in the estimated costs related to the 2008 restructuring program.  The $75 million net reduction in the estimated costs for the 2008 program was primarily due to work force reductions realized through non-severance programs and redeployments within the company.  Additional information related to the company’s restructuring programs is located in Note 4 to the interim Consolidated Financial Statements.

Provision for Income Taxes

The company’s effective tax rate for the second quarter 2010 was 25.5 percent as compared to 10.8 percent in 2009.  The higher effective tax rate in 2010 versus 2009 principally relates to the tax impact associated with the company’s policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations and the absence of tax benefits related to restructuring recorded in 2009.  This impact is partially offset by favorable geographic mix of pre-tax earnings and the net adjustment of income tax accruals associated with settlements of prior year tax contingencies in the current quarter.

The company’s effective tax rate for year-to-date 2010 was 26.9 percent as compared to 25.5 percent in 2009.  The higher effective tax rate principally relates to the tax impact associated with the company’s policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations partially offset by favorable geographic mix of pre-tax earnings.  See Note 5 to the interim Consolidated Financial Statements for additional information.

Net Income Attributable to DuPont (Earnings)

Earnings for the second quarter 2010 were $1,159 million versus $417 million in the second quarter 2009, a $742 million increase. The increase in earnings principally reflects higher sales volume and selling prices, the absence of a prior-year restructuring charge, and a one-time tax benefit, partly offset by higher non-cash pension costs and higher raw material, energy and freight costs.

For the six months ended June 30, 2010, earnings were $2,288 million, compared to $905 million in the prior year, a $1,383 million increase. The increase in earnings principally reflects higher sales volume and selling prices, the absence of a prior year restructuring charge, and favorable currency impact, partly offset by higher non-cash pension costs.

Corporate Outlook

The company increased its full year 2010 earnings outlook to a range of $3.00 to $3.15 per share from its previous range of $2.50 to $2.70.  The outlook includes an estimated full year earnings benefit of approximately $.10 per share for the adjustment of interest and accruals related to prior year income tax settlements.  The outlook increase reflects strong second quarter results and the expected continuation of year-over-year gains from higher sales, further strengthening of mid-cycle businesses such as Safety & Protection, and ongoing productivity improvement.  The outlook also assumes Pharmaceuticals full year pre-tax income will be in a range from $460 to $480 million.  The company expects full year free cash flow to be greater than $1.7 billion.

Health Care Reform

During March 2010, a comprehensive health care reform legislation was signed into law in the U.S. under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Acts”). Included among the major provisions of the law is a change in tax treatment of the federal drug subsidy paid with respect to Medicare-eligible retirees.  This change did not have a significant impact because the company operates its principal drug plan for Medicare-eligible retirees as secondary to Medicare and manages Medicare Part D reimbursement through a third party administrator. The effect of the Acts on the company’s other long-term employee benefit obligation and cost depends on finalization of related regulatory requirements. The company will continue to monitor and assess the effect of the Acts as the regulatory requirements are finalized.

32

Segment Reviews

Summarized below are comments on individual segment sales and pre-tax operating income/(loss) (PTOI) for the three and six month periods ended June 30, 2010 compared with the same periods in 2009. Segment sales include transfers to another business segment.  Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. Segment PTOI is defined as operating income before income taxes, exchange gains/(losses), corporate expenses and interest.  All references to selling prices are on a U.S. dollar (USD) basis, including the impact of currency.  A reconciliation of segment sales to consolidated net sales and segment PTOI to income before income taxes for the three and six month periods ended June 30, 2010 and 2009 is included in Note 13 to the interim Consolidated Financial Statements.

The following tables summarize second quarter and year-to-date 2010 segment sales and related variances versus prior year:

	Three Months Ended			Percentage Change
	June 30, 2010			Due to:
	Segment Sales* ($ Billions)		Percent Change vs. 2009	Selling Price	Volume	Portfolio and Other
Agriculture & Nutrition	$	3.0	16	5	12	(1	)
Electronics & Communications	0.7		53	5	48	—
Performance Chemicals	1.6		26	8	19	(1	)
Performance Coatings	1.0		15	4	11	—
Performance Materials	1.6		45	11	35	(1	)
Safety & Protection	0.8		27	—	27	—

*    Segment sales include transfers

	Six Months Ended			Percentage Change
	June 30, 2010			Due to:
	Segment Sales* ($ Billions)		Percent Change vs. 2009	Selling Price	Volume	Portfolio and Other
Agriculture & Nutrition	$	6.3	11	5	6	—
Electronics & Communications	1.3		62	6	56	—
Performance Chemicals	3.0		29	6	24	(1	)
Performance Coatings	1.9		19	5	14	—
Performance Materials	3.1		53	9	45	(1	)
Safety & Protection	1.6		18	1	17	—

*    Segment sales include transfers

Agriculture & Nutrition — Sales of $3.0 billion increased $0.4 billion, or 16 percent, principally from 12 percent volume growth and 5 percent higher selling prices.  Segment sales primarily reflect North American seed share and price gains.  Crop protection volumes increased across all product lines with particularly strong sales of Rynaxypyr® insecticide and fungicides in Latin America.  Segment PTOI of $762 million improved 31 percent, principally from higher volumes, partly offset by increased spending for growth initiatives.

Year-to-date sales were $6.3 billion, an 11 percent increase versus the prior year, reflecting a 6 percent increase in volume and 5 percent higher selling prices.  Higher volumes were primarily due to higher seed sales in North America coupled with higher global sales of crop protection products, mostly due to strong demand for Rynaxypyr®.  PTOI for the first half 2010 was $1.7 billion, up 19 percent versus $1.4 billion in

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the same period last year, principally due to the higher sales, partially offset by increased spending for growth initiatives.

Electronics & Communications — Sales of $657 million increased $228 million, or 53 percent, reflecting 48 percent higher volumes and 5 percent higher selling prices.  Higher volumes were primarily due to growth in all regions, particularly in Asia Pacific, continued global economic recovery, and strong demand across all market segments, particularly in photovoltaics.  Higher selling prices resulted from pass-through of metals prices.  PTOI of $108 million was up $131 million reflecting significantly higher volumes and the absence of a $43 million restructuring charge in prior year.

Year-to-date sales of $1.3 billion were up 62 percent, with 56 percent higher volumes and 6 percent higher selling prices.  The higher volumes reflect strong global demand across all regions, primarily in Asia Pacific.  PTOI for the first half 2010 was $213 million, an improvement of $270 million from the same period last year.  The increase in PTOI was driven by substantially higher volumes and the absence of a $43 million restructuring charge in prior year.

Performance Chemicals — Sales of $1.6 billion increased $0.3 billion, or 26 percent, principally driven by a 19 percent increase in volume and 8 percent higher selling prices.  The sales increase occurred in all regions, primarily in North America and Asia Pacific, and was driven by strong demand for titanium dioxide, fluoropolymers, and refrigerants, with continuing adoption of ISCEON® as a preferred retrofit to R22 refrigerant.  PTOI was $274 million, an improvement of $195 million, primarily due to higher volumes and selling prices and the absence of a $66 million restructuring charge in prior year.

Year-to-date sales of $3.0 billion increased 29 percent from the same period last year, reflecting 24 percent higher volumes and 6 percent higher selling prices.  The sales increase was primarily driven by continued broad-based recovery in all markets, reflecting strong demand for titanium dioxide, fluoropolymers and refrigerants.  PTOI for the first half of 2010 was $464 million, an improvement of $341 million.  The increase in PTOI was driven by significantly higher volumes and the absence of a $66 million restructuring charge in prior year.

Performance Coatings — Sales of $962 million increased $122 million, or 15 percent, with 11 percent higher volumes and 4 percent higher selling prices.  Higher volumes reflect improving demand in global automotive OEM markets and continued improvement in North American and European industrial markets, particularly heavy duty truck markets.  PTOI was $75 million, up $67 million, from higher volumes and price, and the absence of a $65 million restructuring charge recorded in prior year.  Second quarter 2009 PTOI also included a $42 million benefit related to the reduction in the estimated costs associated with the 2008 restructuring program.

Year-to-date sales of $1.9 billion increased 19 percent from the same period last year, reflecting 14 percent higher volumes and a 5 percent increase in selling prices.  Higher volumes reflect increased demand in global automotive OEM markets as a result of higher global motor vehicle builds, and strong demand across most regions.  PTOI for the first half of 2010 was $120 million, an improvement of $187 million from the same period last year.  The increase in PTOI primarily reflects the impact of higher volumes and the absence of a $65 million restructuring charge recorded in prior year. Second quarter 2009 PTOI also included a $42 million benefit related to the reduction in the estimated costs associated with the 2008 restructuring program.

Performance Materials — Sales of $1.6 billion increased $0.5 billion, or 45 percent, with 35 percent higher volumes and an 11 percent increase in selling prices.  Strong demand in automotive, electronic and packaging markets, led to growth in all regions.  PTOI was $261 million, an improvement of $256 million, from higher volumes, selling prices, a $27 million benefit from a gain on the sale of a business and an insurance recovery, and the absence of a $110 million restructuring charge in prior year. Second quarter 2009 PTOI also included a $28 million benefit related to the reduction in the estimated costs associated with the 2008 restructuring program, a $26 million benefit from a reduction in the hurricane-related reserve and proceeds from hurricane-related insurance recoveries of $24 million.

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Year-to-date sales were $3.1 billion versus $2.0 billion in the same period last year.  The 53 percent increase in sales is due to 45 percent higher volumes and a 9 percent increase in selling prices.  The higher volumes were led by continued improvement in most markets, with strong volume recovery in all regions, led by Asia Pacific.  PTOI for the first half 2010 was $491 million, an improvement of $632 million from the same period last year.  The increase in PTOI was primarily driven by higher sales and the absence of a $110 million restructuring charge in prior year.

Safety & Protection — Sales of $845 million increased $181 million, or 27 percent, due to higher volume.  Growth primarily reflects strengthening in industrial markets.  PTOI was $121 million, an improvement of $127 million, from higher volumes and the absence of a $55 million restructuring charge in prior year.

Year-to-date sales of $1.6 billion were 18 percent higher than prior year, principally due to a 17 percent increase in volume.  The increase in volume reflects increased demand for products across all markets, excluding public sector, and regions as strong recovery continued to occur.  Year-to-date PTOI was $223 million compared to $58 million in the same period last year.  The increase in earnings was primarily due to higher volumes and the absence of a $55 million restructuring charge in prior year.

Pharmaceuticals — Second quarter PTOI was $70 million compared to $272 million in the second quarter 2009.  Year-to-date 2010 PTOI was $291 million compared to $524 million in the prior year.  The decreased income reflects the expiration of certain patents for Cozaar®/Hyzaar®.

Other — The company includes embryonic businesses not included in growth platforms, such as Applied BioSciences and nonaligned businesses in Other.  Sales in the second quarter of $57 million increased 84 percent from the second quarter 2009 due to higher sales from the Applied BioSciences business. PTOI for the second quarter 2010 was a loss of $16 million, which included $31 million in insurance recoveries, compared to a loss of $43 million in the second quarter 2009.

Year-to-date sales were $105 million compared to $59 million in 2009.  Year-to-date pre-tax operating loss was $47 million, compared to pre-tax operating loss of $87 million in the same period last year.  The reduction of the current year loss is primarily due to the receipt of $31 million in insurance recoveries, coupled with higher sales.

Liquidity & Capital Resources

Management believes the company’s ability to generate cash from operations and access to capital markets, will be adequate to meet anticipated cash requirements to fund working capital, capital spending, dividend payments, debt maturities and other cash needs.  The company’s liquidity needs can be met through a variety of sources, including: cash provided by operating activities, cash and cash equivalents, marketable securities, commercial paper, syndicated credit lines, bilateral credit lines, equity and long-term debt markets and asset sales.  The company’s current strong financial position, liquidity and credit ratings provide excellent access to the capital markets.  In addition, cash generating actions have been implemented including spending reductions and restructuring to better align capital expenditures and costs.  The company will continue to monitor the financial markets in order to respond to changing conditions.

Pursuant to its cash discipline policy, the company seeks first to maintain a strong balance sheet and second, to return excess cash to shareholders unless the opportunity to invest for growth is compelling.  Cash and cash equivalents and marketable securities balances of $4.0 billion as of June 30, 2010, provide primary liquidity to support all short-term obligations.  The company has access to approximately $2.5 billion in unused credit lines with several major financial institutions, as additional support to meet short term liquidity needs.

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The company continually reviews its debt portfolio and occasionally may rebalance it to ensure adequate liquidity and an optimum debt maturity schedule.

During the first quarter 2010, Standard & Poor’s revised the company’s credit outlook to “Stable” from “Negative” and Fitch Ratings affirmed the company’s current credit rating.

The company’s credit ratings impact its access to and cost of capital. The company’s long term and short term credit ratings are as follows:

	Long term	Short term	Outlook
Standard & Poor’s	A	A-1	Stable
Moody’s Investors Service	A2	P-1	Negative
Fitch Ratings	A	F1	Negative

Cash used for operating activities was $424 million for the six months ended June 30, 2010 compared to cash provided by operating activities of $45 million during the same period ended in 2009.  The $469 million change is primarily due to increases in working capital, mainly driven by higher changes in inventory and accounts receivable due to higher sales, and the stronger dollar, which was hedged by forward exchange contracts in investing activities, partially offset by higher earnings.

Cash provided by investing activities was $275 million for the six months ended June 30, 2010 compared to cash used for investing activities of $1.5 billion for the same period last year.  The $1.8 billion change was mainly due to a reduction in investments in short-term financial instruments, a net increase in proceeds from forward exchange contract settlements, and reduced capital expenditures. Purchases of property, plant and equipment for the six months ended June 30, 2010 totaled $500 million, a decrease of $219 million compared to the prior year.

Cash used for financing activities was $1.5 billion for the six months ended June 30, 2010 compared to cash used for financing activities of $57 million for the same period last year.  The $1.5 billion increase was primarily due to cash used to reduce borrowings for the six months ended June 30, 2010 compared to net proceeds from borrowings for the same period last year.

	Six Months Ended June 30,
(Dollars in millions)	2010			2009
Cash (used for) provided by operating activities	$	(424	)	$	45
Purchases of property, plant and equipment	(500		)	(719		)
Free cash flow	$	(924	)	$	(674	)

Free cash flow for the six months ended June 30, 2010 was an outflow of $924 million, as compared to an outflow of $674 million for the same period last year.  The company expects full year free cash flow to be greater than $1.7 billion, while continuing to support growth investments including $1.6 billion of capital investment and working capital increases from improved levels of demand.

Free cash flow is a measurement not recognized in accordance with generally accepted accounting principles (GAAP) and should not be viewed as an alternative to GAAP measures of performance.  All companies do not calculate non-GAAP financial measures in the same manner and, accordingly, the company’s free cash flow definition may not be consistent with the methodologies used by other companies.  The company defines free cash flow as cash provided by operating activities less purchases of property, plant and equipment, and therefore indicates operating cash flow available for payment of dividends, other investing activities, and other financing activities.  Free cash flow is useful to investors and management to evaluate the company’s cash flow and financial performance, and is an integral financial measure used in the company’s financial planning process.

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Dividends paid to shareholders during the six months ended June 30, 2010 totaled $748 million, including the second quarter 2010 dividend declared on April 28, 2010.  In July 2010, the company’s Board of Directors declared a third quarter common stock dividend of $0.41 per share.  The third quarter dividend was the company’s 424th consecutive quarterly dividend since the company’s first dividend in the fourth quarter 1904.

Cash and Cash Equivalents and Marketable Securities

Cash and cash equivalents and marketable securities were $4.0 billion at June 30, 2010, a decrease of $2.1 billion from $6.1 billion at December 31, 2009.  The reduction was due to the funding of normal working capital needs and the funding of capital projects combined with dividend payments and payments to reduce debt.

Debt

Total debt at June 30, 2010 was $10.2 billion, a decrease of $806 million from $11.0 billion at December 31, 2009, reflecting the use of cash to pay down debt.

Guarantees and Off-Balance Sheet Arrangements

For detailed information related to Guarantees, Indemnifications, Obligations for Equity Affiliates and Others and Certain Derivative Instruments, see pages 37 - 38 of the company’s 2009 Annual Report, and Note 9 to the interim Consolidated Financial Statements.

Contractual Obligations

Information related to the company’s contractual obligations at December 31, 2009 can be found on page 39 of the company’s 2009 Annual Report.  The company’s contractual obligations at June 30, 2010 have decreased approximately $1.0 billion versus prior year-end.  The decrease is primarily attributable to the payment of debt that came due in the second quarter 2010.

PFOA

The following is an update of the PFOA discussion found on pages 45-47 of the company’s 2009 Annual Report.

DuPont respects EPA’s position raising questions about exposure routes and the potential toxicity of PFOA and DuPont and other companies have outlined plans to continue research, emission reduction and product stewardship activities to help address EPA’s questions. In January 2006, DuPont pledged its commitment to EPA’s 2010/15 PFOA Stewardship Program. The EPA program asks participants (1) to commit to achieve, no later than 2010, a 95 percent reduction in both facility emissions and product content levels of PFOA, PFOA precursors and related higher homologue chemicals and (2) to commit to working toward the elimination of PFOA, PFOA precursors and related higher homologue chemicals from emissions and products by no later than 2015. In October 2009, (for the year 2008), DuPont reported to EPA that it had achieved about a 99 percent reduction of PFOA emissions in U.S. manufacturing facilities. The company achieved about a 98 percent reduction in global manufacturing emissions, exceeding EPA’s 2010 objective.  In February 2007, DuPont announced its commitment to no longer make, use or buy PFOA by 2015, or sooner if possible. DuPont has developed PFOA replacement technology and successfully used this technology in its global manufacturing facilities to produce test materials for all major fluoropolymer product lines. DuPont has begun to supply fluoropolymer products without PFOA to customers for testing in their processes, and is working to obtain appropriate regulatory approvals for this technology.  3M filed suit against the company in March 2010, alleging that certain DuPont fluoropolymer dispersion products infringe its patents. The lawsuit will not prevent DuPont from meeting its 2010/2015 goals noted above.

DuPont has established reserves in connection with certain PFOA environmental and litigation matters (see Note 9 to the interim Consolidated Financial Statements).

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Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Note 11, “Derivatives and Other Hedging Instruments” to the interim Consolidated Financial Statements.  See also Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, on pages 48 - 50 of the company’s 2009 Annual Report for information on the company’s utilization of financial instruments and an analysis of the sensitivity of these instruments.

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Item 4.  CONTROLS AND PROCEDURES

a)Evaluation of Disclosure Controls and Procedures

The company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the company’s reports filed or submitted under the Securities Exchange Act of 1934 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, 2010, 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, 2010 that has materially affected or is reasonably likely to materially affect the company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

The company is subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for third party property damage or personal injury stemming from alleged environmental torts. Information regarding certain of these matters is set forth below and in Note 9 to the interim Consolidated Financial Statements.

Litigation

PFOA: Environmental and Litigation Proceedings

For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms.  Information related to this matter is included in Note 9 to the interim Consolidated Financial Statements under the heading PFOA.

Environmental Proceedings

Belle Plant, West Virginia

The Occupational Safety and Health Administration (OSHA), Chemical Safety Board, U.S. Environmental Protection Agency (EPA) and West Virginia Department of Environmental Protection are investigating 3 chemical releases at DuPont’s Belle facility in West Virginia which occurred in January 2010. One of the releases involved the death of a DuPont employee after exposure to phosgene.  In July 2010, OSHA cited DuPont with six serious violations of process safety related requirements and proposed a penalty of $43,000.00.

Chambers Works Plant, Deepwater, New Jersey

In September 2009, the New Jersey Department of Environmental Protection (NJDEP) notified DuPont that it was seeking administrative penalties for past violations of the New Jersey Air Regulations governing Leak Detection and Reporting (LDAR) at the Chambers Works facility. These violations were self-reported by the company in March 2009.  NJDEP is seeking $444,000.00 in administrative penalties for alleged violations during calendar year 2006.  In fourth quarter 2009, DuPont filed an appeal regarding the basis of the penalty assessment and is in settlement negotiations with NJDEP.

Chambers Works Plant, Deepwater, New Jersey

In January 2010, EPA and the U.S. Attorney’s Office for New Jersey, informed DuPont that the government was initiating an enforcement action arising from alleged environmental non-compliance at the Chambers Works facility. The government alleges that the facility violated recordkeeping requirements of certain provisions of the Clean Air Act and the Federal Clean Air Act Regulations governing LDAR and that it failed to report fugitive emissions of a compound from Chambers Works’ waste water treatment facility under the Emergency Planning and Community Right-to-Know Act (EPRCA.) The alleged non-compliance was identified by EPA in 2007 and 2009 following separate environmental audits.  DuPont is in settlement negotiations with EPA and the Department of Justice.

TSCA Voluntary Audit

DuPont voluntarily undertook a self-audit concerning reporting of inhalation studies pursuant to Toxic Substances Control Act (TSCA) section 8(e).  DuPont voluntarily reported the results of that audit to EPA.  EPA has reviewed the information submitted under this self-audit and has indicated potential violations exist with respect to some of the submitted studies.  EPA and the company are negotiating a settlement agreement that will include monetary penalties.

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Item 1A.  RISK FACTORS

The company’s operations could be affected by various risks, many of which are beyond its control. Based on current information, the company believes that the following identifies the most significant risk factors that could affect its businesses. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

Price increases for energy and raw materials could have a significant impact on the company’s ability to sustain and grow earnings.

The company’s manufacturing processes consume significant amounts of energy and raw materials, the costs of which are subject to worldwide supply and demand as well as other factors beyond the control of the company. Significant variations in the cost of energy, which primarily reflect market prices for oil and natural gas and raw materials affect the company’s operating results from period to period. Legislation to address climate change by reducing greenhouse gas emissions and establishing a price on carbon could create increases in energy costs and price volatility. When possible, the company purchases raw materials through negotiated long-term contracts to minimize the impact of price fluctuations. Additionally, the company enters into over-the-counter and exchange traded derivative commodity instruments to hedge its exposure to price fluctuations on certain raw material purchases. The company takes actions to offset the effects of higher energy and raw material costs through selling price increases, productivity improvements and cost reduction programs.  Success in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served.  If the company is not able to fully offset the effects of higher energy and raw material costs, it could have a significant impact on the company’s financial results.

Failure to develop and market new products could impact the company’s competitive position and have an adverse effect on the company’s financial results.

The company’s operating results are largely dependent on its ability to renew its pipeline of new products and services and to bring those products and services to market. The company plans to grow earnings by focusing on emerging markets and solutions to meet increasing demand for food productivity, decrease dependency on fossil fuels and protect people, assets and the environment.  This ability could be adversely affected by difficulties or delays in product development such as the inability to identify viable new products, successfully complete research and development, obtain relevant regulatory approvals, obtain intellectual property protection, or gain market acceptance of new products and services. Because of the lengthy development process, technological challenges and intense competition, there can be no assurance that any of the products the company is currently developing, or could begin to develop in the future, will achieve substantial commercial success. Sales of the company’s new products could replace sales of some of its current products, offsetting the benefit of even a successful product introduction.

The company’s results of operations could be adversely affected by litigation and other commitments and contingencies.

The company faces risks arising from various unasserted and asserted 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. The company has noted a nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged environmental torts without claiming present personal injuries. The company also has noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public. Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on the company. An adverse outcome in any one or more of these matters could be material to the company’s financial results.

In the ordinary course of business, the company may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those

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related to divested businesses and issue guarantees of third party obligations. If the company were required to make payments as a result, they could exceed the amounts accrued, thereby adversely affecting the company’s results of operations.

Failure to appropriately manage safety, human health, product liability and environmental risks associated with the company’s products and production processes could adversely impact employees, communities, stakeholders and results of operations. While the company has procedures and controls to manage such risks, process safety issues could be created by events outside of its control including natural disasters, severe weather events and acts of sabotage.

As a result of the company’s current and past operations, including operations related to divested businesses, the company could incur significant environmental liabilities.

The company is subject to various laws and regulations around the world governing the environment, including the discharge of pollutants and the management and disposal of hazardous substances. As a result of its operations, including its past operations and operations of divested businesses, the company could incur substantial costs, including cleanup costs. The costs of complying with complex environmental laws and regulations, as well as internal voluntary programs, are significant and will continue to be so for the foreseeable future. The ultimate costs under environmental laws and the timing of these costs are difficult to predict. The company’s accruals for such costs and liabilities may not be adequate because the estimates on which the accruals are based depend on a number of factors including the nature of the matter, the complexity of the site, site geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties (PRPs) at multi-party sites and the number and financial viability of other PRPs.

The company’s ability to generate sales from genetically modified products, particularly seeds and other agricultural products, could be adversely affected by market acceptance, government policies, rules or regulations and competition.

The company is using biotechnology to create and improve products, particularly in its Agriculture & Nutrition segment. The use of biotechnology to characterize the genetic and performance characteristics of Pioneer seeds provides Pioneer with competitive advantages in the development of new products, and in the most effective placement of those products on customer acres. Demand for these products could be affected by market acceptance of genetically modified products as well as governmental policies, laws and regulations that affect the development, manufacture and distribution of products, including the testing and planting of seeds containing biotechnology traits and the import of commodity grain grown from those seeds.

The company competes with major global companies that have strong intellectual property estates supporting the use of biotechnology to enhance products, particularly in the agricultural products and production markets. Speed in discovering and protecting new technologies and bringing products based on them to market is a significant competitive advantage. Failure to predict and respond effectively to this competition could cause the company’s existing or candidate products to become less competitive, adversely affecting sales.

Changes in government policies and laws could adversely affect the company’s financial results.

Sales outside the U.S. constitute approximately 60 percent of the company’s 2009 revenue.  The company anticipates that international sales will continue to represent a substantial portion of its total sales and that continued growth and profitability will require further international expansion, particularly in emerging markets.  Sales from emerging markets represent approximately 30 percent of the company’s revenue in 2009 and the company’s growth plans include focusing on expanding its presence in emerging markets.  The company’s financial results could be affected by changes in trade, monetary and fiscal policies, laws and regulations, or other activities of U.S. and non-U.S. governments, agencies and similar organizations. These conditions include, but are not limited to, changes in a country’s or region’s economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights in some countries,

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changes in the regulatory or legal environment, restrictions on currency exchange activities, burdensome taxes and tariffs and other trade barriers. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities and war, could lead to reduced sales and profitability.

Economic factors, including inflation, deflation and fluctuations in currency exchange rates, interest rates and commodity prices could affect the company’s financial results.

The company is exposed to fluctuations in currency exchange rates, interest rates and commodity prices. Because the company has significant international operations, there are a large number of currency transactions that result from international sales, purchases, investments and borrowings. The company actively manages currency exposures that are associated with monetary asset positions, committed currency purchases and sales, foreign currency-denominated revenues and other assets and liabilities created in the normal course of business. Failure to successfully manage these risks could have an adverse impact on the company’s financial position, results of operations and cash flows.

Conditions in the global economy and global capital markets may adversely affect the company’s results of operations, financial condition, and cash flows.

The company’s business and operating results may in the future be adversely affected by global economic conditions, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices, volatile exchange rates, and other challenges that could affect the global economy.  The company’s customers may experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. As a result, existing or potential customers may delay or cancel plans to purchase products and may not be able to fulfill their obligations in a timely fashion. Further, suppliers could experience similar conditions, which could impact their ability to fulfill their obligations to the company. Adversity within capital markets may impact future return on pension assets, thus resulting in greater future pension costs that impact the company’s results. Future weakness in the global economy could adversely affect the company’s results of operations, financial condition and cash flows in future periods.

Business disruptions could seriously impact the company’s future revenue and financial condition and increase costs and expenses.

Business disruptions, including supply disruptions, increasing costs for energy, temporary plant and/or power outages and information technology system and network disruptions, could seriously harm the company’s operations as well as the operations of its customers and suppliers. Although it is impossible to predict the occurrences or consequences of any such events, they could result in reduced demand for the company’s products, make it difficult or impossible for the company to deliver products to its customers or to receive raw materials from suppliers, and create delays and inefficiencies in the supply chain. The company actively manages the risks within its control that could cause business disruptions to mitigate any potential impact from business disruptions regardless of cause including acts of terrorism or war, and natural disasters. Despite these efforts, the impact from business disruptions could significantly increase the cost of doing business or otherwise adversely impact the company’s financial performance.

Inability to protect and enforce the company’s intellectual property rights could adversely affect the company’s financial results.

Intellectual property rights are important to the company’s business. The company endeavors to protect its intellectual property rights in jurisdictions in which its products are produced or used and in jurisdictions into which its products are imported. However, the company may be unable to obtain protection for its intellectual property in key jurisdictions. Additionally, the company has designed and implemented internal controls to restrict access to and distribution of its intellectual property, including confidential information and trade secrets.  Despite these precautions, it is possible that unauthorized parties may access and use such property.  When misappropriation is discovered, the company reports such situations to the appropriate governmental authorities for investigation and takes measures to mitigate any potential impact.

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Item 6.  EXHIBITS

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

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
Date:	July 27, 2010
By:	/s/Nicholas C. Fanandakis
	Nicholas C. Fanandakis
	Senior Vice President and
	Chief Financial Officer
	(As Duly Authorized Officer and
	Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Company’s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the company’s Annual Report on Form 10-K for the year ended December 31, 2007).
3.2	Company’s Bylaws, as last amended effective November 1, 2009 (incorporated by reference to Exhibit 3.2 to the company’s Annual Report on Form 10-K for the year ended December 31, 2009).
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 for the year ended December 31, 2008).
10.2*	Company’s Supplemental Retirement Income Plan, as last amended effective June 4, 1996 (incorporated by reference to Exhibit 10.3 to the company’s Annual Report on Form 10-K for the year ended December 31, 2006).
10.3*	Company’s Pension Restoration Plan, as restated effective July 17, 2006 (incorporated by reference to Exhibit 99.1 to the company’s Current Report on Form 8-K filed on July 20, 2006).
10.4*	Company’s Rules for Lump Sum Payments adopted July 17, 2006 (incorporated by reference to Exhibit 99.2 to the company’s Current Report on Form 8-K filed on July 20, 2006).
10.5*	Company’s Stock Performance Plan, as last amended effective January 25, 2007 (incorporated by reference to Exhibit 10.7 to the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007).
10.6*	Company’s Equity and Incentive Plan as approved by the company’s shareholders on April 25, 2007 (incorporated by reference to pages C1-C13 of the company’s Annual Meeting Proxy Statement dated March 19, 2007).
10.7*	Form of Award Terms under the company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.8 to the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2009).
10.8*	Company’s Retirement Savings Restoration Plan, as last amended effective January 1, 2009 (incorporated by reference to Exhibit 10.16 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008).
10.9*	Company’s Retirement Income Plan for Directors, as last amended August 1995 (incorporated by reference to Exhibit 10.17 to the company’s Annual Report on Form 10-K for the year ended December 31, 2007).
10.10*	Company’s Bicentennial Corporate Sharing Plan, adopted by the Board of Directors on December 12, 2001 and effective January 9, 2002 (incorporated by reference to Exhibit 10.19 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007).

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Exhibit Number	Description
10.11*	Company’s Management Deferred Compensation Plan, adopted on May 2, 2008, as last amended May 12, 2010.
10.12*	Supplemental Deferral Terms for Deferred Long Term Incentive Awards and Deferred Variable Compensation Awards (incorporated by reference to Exhibit 10.15 to the company’s Annual Report on Form 10-K for the year ended December 31, 2008).
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 required to be filed as an exhibit to this Form 10-Q.

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EX-10.11

Exhibit 10.11

E. I. du Pont de Nemours and Company

Management Deferred Compensation Plan

(Effective January 1, 2008)

(As Last Amended Effective May 12, 2010)

Article 1.Purpose.  E. I. du Pont de Nemours and Company (“Company”) desires to provide certain of its employees with an opportunity to accumulate additional retirement savings through voluntary compensation deferral contributions to a plan intended to constitute a non-qualified deferred compensation plan which, in accordance with Sections  201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), is unfunded and maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.  The Company intends that a participant’s compensation deferrals, and the earnings thereon, will not be subject to federal income tax until such amounts are paid or made available to the participant.

Article 2.Definitions

Section 2.01“Account” means each account established on the books of account of the Employer to reflect the balance of Plan benefits attributable to a Participant.  An Account shall be credited or debited, as applicable, with Deferral Contributions, Credited Investment Return and Dividend Equivalent Units, and any payments made by the Employer to the Participant or the Participant’s Beneficiary pursuant to this Plan.  A Participant’s Account shall be divided into Directed Investment Subaccounts, with respect to which he/she shall be permitted to make Deemed Investment Elections, and Stock Unit Subaccounts, with respect to which he/she shall not be permitted to make Deemed Investment Elections.

Section 2.02“Active Participant” means a Participant on whose behalf a current Deferral Election is in effect.

Section 2.03“Administrator” means the Company.

Section 2.04“Affiliate” means any corporation, organization or entity which is under common control with the Company or which is otherwise required to be aggregated with the Company pursuant to paragraphs (b), (c), (m), or (o) of Section 414 of the Code.

Section 2.05“Base Salary” means the basic pay from the Employer (excluding LTI Awards and STI Awards, distributions from nonqualified deferred compensation plans, commissions, overtime, severance, fringe benefits, stock options and other equity awards, relocation expenses,

incentive payments, non-monetary awards, automobile and other allowances (whether or not such allowances are included in the Employee’s gross income) and other non-regular forms of compensation paid to a Participant for employment services rendered). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132, 402(e)(3), 402(h), or 403(b) pursuant to plans or arrangements established by any Employer; provided, however, that all such amounts will be included in Base Salary only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee. Notwithstanding anything in this Plan to the contrary, Base Salary shall not include any amount paid pursuant to a long-term disability plan or pursuant to a long-term disability insurance policy.

Section 2.06“Base Salary Deferral Eligible Employee” means any U.S.-based employee of the Employer who is designated from time to time by the Employer as eligible to defer the payment of Base Salary in accordance with Article 4 hereof.

Section 2.07“Beneficiary” means the person or persons designated as such pursuant to Article 7 hereof.

Section 2.08“Change of Control” means an objectively determined event that occurs with respect to the Company or the Employer for whom the Participant renders services and which constitutes both a Change in Control for purposes of the Equity and Incentive Plan and change in the ownership or effective control of the Company or Employer, as applicable, or in the ownership of a substantial portion of the Company’s or Employer’s, as applicable, assets for purposes of Code Section 409A.

Section 2.09“Changed Personal Circumstances” means an event or series of events beyond the control of the Participant which were unforeseeable at the time a Deferral Election was made which will result in a severe financial hardship for the Participant absent a cancellation of the Deferral Election at issue.  A financial hardship shall be deemed severe if the amount involved equals or exceeds the annual Deferral otherwise resulting from the Deferral Election at issue.  Whether a Participant has experienced Changed Personal Circumstances shall be determined on a facts-and-circumstances basis in the sole discretion of the Administrator.

Section 2.10“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and rulings issued thereunder.

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Section 2.11“Common Stock Unit” means a notional unit representing one share of common stock of the Company.

Section 2.12“Credited Investment Return” means the hypothetical gain or loss credited to a Participant’s Directed Investment Subaccounts pursuant to Article 5 hereof.

Section 2.13“Deemed Investment Election” means the selection by a Participant, pursuant to Article 5 hereof, of Investment Options in which his/her Directed Investment Subaccounts shall be deemed invested.

Section 2.14“Deferral Contributions” means the elective contributions made to the Plan by a Participant pursuant to Article 4 hereof.

Section 2.15“Deferral Election” means an election, pursuant to Article 4 hereof, to defer receipt of Base Salary or STI Awards, or the settlement of LTI Awards.  Deferral Elections shall be made in accordance with the procedures established by the Administrator for that purpose.  A Deferral Election may be cancelled due to an  “unforeseeable emergency” as defined in Treasury Regulation Section 1.409A-3(i)(3) or a hardship distribution pursuant to Section  1.401(k)-1(d)(3). The Deferral Election must be cancelled, not merely postponed or otherwise delayed.  Any later Deferral Election will be subject to the provisions of Article 4 of this Plan governing Deferral Elections.

Section 2.16“Directed Investment Subaccount” means that portion of a Participant’s Account to which a Participant’s Deferral Contributions of Base Salary and STI Awards, and Credited Investment Return and Dividend Equivalent Units attributable thereto, will be allocated and with respect to which he/she may make Deemed Investment Elections in accordance with Article 5 hereof.  A Participant may maintain no more than five (5) Directed Investment Subaccounts under this Plan.

Section 2.17“Dividend Equivalent Units” means additional Common Stock Units credited to a Participant’s Account pursuant to Section 5.05.

Section 2.18“Dividend Payment Date” means each date on which the Company pays a dividend on its common stock.

Section 2.19“Effective Date” means January 1, 2008.  Notwithstanding the foregoing to the contrary, provisions of this Plan related

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to the deferral of Base Salary and LTI Awards shall not be effective until January 1, 2009.

Section 2.20“Eligible Employee” means any Base Salary Deferral Eligible Employee, STI Deferral Eligible Employee or LTI Deferral Eligible Employee.

Section 2.21“Employer” means the Company and any Affiliate which, with the consent of the Company, adopts this Plan.

Section 2.22“Equity and Incentive Plan” means the E.I. du Pont de Nemours and Company Equity and Incentive Plan.

Section 2.23“Form of Payment” means either (i) a lump sum or (ii) annual installments (for up to fifteen (15) years).  Annual installments are available only in connection with a Separation from Service or Change of Control.  In the event of a Participant’s death, his/her remaining Account balance will be distributable in a single lump sum.

Section 2.24“Identification Date” means each December 31.

Section 2.25“Investment Options” means one or more alternatives designated from time to time, pursuant to Section 5.01 hereof, for purposes of crediting earnings or losses to Directed Investment Subaccounts.

Section 2.26“LTI Award” means an award of RSUs or PSUs.

Section 2.27“LTI Deferral Eligible Employee” means any U.S.-based employee of the Employer who is designated from time to time by the Company as eligible to defer the settlement of an LTI Award in accordance with Article 4 hereof.

Section 2.28“Participant” means any Eligible Employee who has elected to participate in the Plan by completing the appropriate forms (including electronic forms) prescribed by the Administrator for that purpose.

Section 2.29“Payment Event” means any of the following:

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(a)Separation from Service

(b)The earlier of (i) Separation from Service or (ii) a specified date

(c)Change of Control

Notwithstanding the foregoing, (i) in the event of a Participant’s death, his/her remaining Account balance will automatically be distributed to his/her Beneficiary in a single lump sum within ninety days (90) thereafter and (ii) a Participant may request that all or a portion of his/her Account be distributed on account of an “unforeseeable emergency” as defined in Treasury Regulation Section 1.409A-3(i)(3) and subject to the restrictions on such distributions set forth therein.

Section 2.30“Plan” means the E.I du Pont de Nemours and Company Management Deferred Compensation Plan.

Section 2.31“Plan Year” means the twelve (12) month period beginning January 1 and ending December 31.

Section 2.32“PSU” means a performance-based restricted stock unit granted under the Equity and Incentive Plan.

Section 2.33“Qualified Leave” means military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with the service recipient under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the employee will return to perform services for the employer. If the period of leave exceeds six months and the individual does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period.

Section 2.34“RSU” means a time-vested restricted stock unit granted under the Equity and Incentive Plan.

Section 2.35“Section 16 Person” means any employee who is subject to the reporting requirements of Section 16(a) or the liability provisions of Section 16(b) of the Securities and Exchange Act of 1934, as amended.

Section 2.36“Separation from Service” means a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h).

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Section 2.37“Similar Plan” means a plan required to be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c)(2)(i)(A).

Section 2.38“Specified Employee” means an officer of the Employer at any time during the 12-month period ending on an Identification Date.  If a Participant is a Specified Employee as of an Identification Date, such Participant is treated as a Specified Employee for the 12-month period beginning on the first day of the first month following the Identification Date.

Section 2.39“STI Award” means a cash-based award under the Equity and Incentive Plan or Pioneer Hi-Bred International, Inc. Annual Reward Plan.

Section 2.40“STI Deferral Eligible Employee” means any U.S.-based employee of the Employer who is designated from time to time by the Employer as eligible to defer the payment of an STI Award in accordance with Article 4 hereof.

Section 2.41“Stock Unit Subaccount” means that portion of a Participant’s Account to which a Participant’s Deferral Contributions of LTI Awards, and Dividend Equivalent Units attributable thereto, will be allocated and with respect to which he/she may not make Deemed Investment Elections in accordance with Article 5 hereof.  A Participant may maintain no more than five (5) Stock Unit Subaccounts under this Plan.

Section 2.42“Triggering Event” means, with respect to a Distribution Subaccount, the Payment Event elected by a Participant pursuant to Section 4.03.

Article 3.Eligibility.

Section 3.01Procedure For and Effect of Admission.  Each Eligible Employee who desires to participate in this Plan shall complete such forms (including electronic forms) and provide such data as is reasonably required by the Administrator. By becoming a Participant, an Eligible Employee shall be deemed to have consented to the provisions of this Plan and all amendments hereto.

Section 3.02Cessation of Participation.  A Participant shall cease to be an Active Participant on the earlier of:

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(a)The date on which the Plan terminates;

(b)The date on which he/she ceases to be an Eligible Employee; or

(c)The date on which he/she is permitted by the Administrator to terminate Deferral Contributions to the Plan.

A former Active Participant will be considered a Participant for all purposes, except with respect to the right to make contributions, as long as he/she retains an Account.

Article 4.Deferral Elections

Section 4.01Annual Deferral Elections

(a)Deferral Contributions of Base Salary.  A Base Salary Deferral Eligible Employee may elect to defer a percentage, not to exceed 60%, of his/her Base Salary payable with respect to services performed during the Plan Year; provided, however, that such Deferral Election shall be made (i) during the open enrollment period established by the Administrator for that purpose and (ii) on or before the last day of the calendar year preceding the first day of the Plan Year to which such Deferral Election relates.  A Base Salary Deferral Eligible Employee may elect to cancel a Deferral Election made pursuant to this section on account of Changed Personal Circumstances provided such election is made on or before the last day of the calendar year preceding the first day of the Plan Year to which such Deferral Election relates.  Any election made pursuant to this section shall remain in effect unless and until changed by the Participant; provided, however, that with respect to Base Salary earned in any future taxable year, such election becomes irrevocable on December 31 of the preceding calendar year.

(b)Deferral Contributions of STI Awards.  An STI Deferral Eligible Employee may elect to defer a percentage, not to exceed 60%, of an STI Award; provided, however, that (i) such STI Deferral Eligible Employee performs services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the election to defer is made and (ii) such Deferral Election is made (A) during the open enrollment period established by the Administrator for that purpose and (B) on or before the date that is six  months before the end of the performance period over which the STI Award shall be determined.  An STI Deferral Eligible Employee may elect to cancel a Deferral Election made pursuant to this section on account of Changed Personal Circumstances provided such election is made on or before the date that is six months before the end

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of the performance period over which the STI Award shall be determined.  Any election made pursuant to this section shall remain in effect unless and until changed by the Participant; provided, however, that with respect to any STI Award earned during any future taxable year, such election becomes irrevocable on the date that is six months before the end of the performance period over which the STI Award shall be determined.

(c)Deferral Contributions of LTI Awards.

(i)RSUs.  An LTI Deferral Eligible Employee may elect to defer the settlement of RSUs granted during a Plan Year; provided, however, that such Deferral Election shall be made (i) during the open enrollment period established by the Administrator for that purpose and (ii) on or before the last day of the calendar year preceding the first day of the Plan Year to which such Deferral Election relates.  An LTI Deferral Eligible Employee may elect to cancel a Deferral Election made pursuant to this section on account of Changed Personal Circumstances provided such election is made on or before the last day of the calendar year preceding the first day of the Plan Year to which such Deferral Election relates.  Notwithstanding the foregoing, an LTI Deferral Eligible Employee may elect to defer the settlement of RSUs that are subject to a vesting period of at least 12 months, provided such election is made on or before the thirtieth (30th) day after the LTI Deferral Eligible Employee is granted the RSUs and further provided that the election is made at least 12 months in advance of the earliest date on which the vesting period could expire.  In the event that a timely election to defer the settlement of RSUs may not be made pursuant to either of the foregoing sentences of this paragraph, an LTI Deferral Eligible Employee may elect to defer the settlement of RSUs provided such election is made at least 12 months in advance of the date on which the restrictions on such RSUs lapse and further provided that such RSUs may not be settled until the fifth anniversary of the date that the restrictions on the RSUs lapsed.  Notwithstanding the foregoing to the contrary, an LTI Deferral Eligible Employee shall not be permitted to elect to defer the settlement of RSUs unless such election complies with Code Section 409A.  If a Participant elects to defer settlement of RSUs, any restrictions on transferability and/or events of forfeiture applicable to such RSUs under the Equity and Incentive Plan or the Award Terms (as defined under the Equity and Incentive Plan) shall continue in full force and effect.  Upon expiration of all restrictions on transferability, the appropriate number of Common Stock Units of the Company, including Dividend Equivalent Units attributable thereto, shall be credited to the Participant’s applicable Stock Unit

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Subaccount.  Any election made pursuant to this Section shall remain in effect unless and until changed by the Participant; provided, however, that with respect to RSUs granted in any future taxable year, such election becomes irrevocable on the last day of the calendar year preceding the Plan Year during which the RSUs are granted or, if later, on the thirtieth (30th) day after the LTI Deferral Eligible Employee is granted the RSUs and at least 12 months in advance of the earliest date on which the vesting period could expire.

(ii)PSUs.  An LTI Deferral Eligible Employee may elect to defer the settlement of PSUs provided, however, that (i) such LTI Deferral Eligible Employee performs services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the election to defer is made and (ii) such Deferral Election is made (A) during the open enrollment period established by the Administrator for that purpose and (B) on or before the date that is six  months before the end of the performance period over which the PSU settlement shall be determined.  An LTI Deferral Eligible Employee may elect to cancel a Deferral Election made pursuant to this section on account of Changed Personal Circumstances provided such election is made on or before the date that is six  months before the end of the performance period over which the PSU settlement shall be determined.  Any election made pursuant to this Section shall remain in effect unless and until changed by the Participant; provided, however, that with respect to any PSUs earned during any future taxable year, such election becomes irrevocable on the date that is six  months before the end of the performance period over which the PSU settlement shall be determined.

Section 4.02Initial Distribution Elections.

(a)Directed Investment Subaccounts.  A Participant may elect to establish up to five (5) Directed Investment Subaccounts under his/her Account.  At the time a Participant establishes a Directed Investment Subaccount, he/she must also elect a Payment Event and Form of Payment with respect to such subaccount.  When making a Deferral Election with respect to Base Salary or STI Awards, a Participant shall designate:  (i) to which Directed Investment Subaccounts amounts deferred pursuant to that election, and Credited Investment Return and Dividend Equivalent Units attributable thereto, shall be allocated; and (ii) how those amounts shall be allocated among the designated Directed Investment Subaccounts.  If a Participant fails to establish a Directed Investment Subaccount or fails to designate the Directed Investment Subaccount(s) to which his/her Deferral Contributions of Base Salary or

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STI Awards should be allocated, such Deferral Contributions shall be allocated to the default Directed Investment Subaccount established by the Administrator.  The Payment Event with respect to such default Directed Investment Subaccount shall be Separation of Service and the Form of Payment shall be a lump sum.

(b)Stock Unit Subaccount.  A Participant may elect to establish up to five (5) Stock Unit Subaccounts under his/her Account.  At the time a Participant establishes a Stock Unit Subaccount, he/she must also elect a Payment Event and Form of Payment with respect to such subaccount.  When making a Deferral Election with respect to LTI Awards, a Participant shall designate:  (i) to which Stock Unit Subaccounts amounts deferred pursuant to that election, and Dividend Equivalent Units attributable thereto, shall be allocated; and (ii) how those amounts shall be allocated among the designated Stock Unit Subaccounts.  If a Participant fails to establish a Stock Unit Subaccount or fails to designate the Stock Unit Subaccount(s) to which his/her Deferral Contributions of LTI Awards should be allocated, such Deferral Contributions shall be allocated to the default Stock Unit Subaccount established by the Administrator.  The Payment Event with respect to such default Stock Unit Subaccount shall be Separation of Service and the Form of Payment shall be a lump sum.

Section 4.03Subsequent Distribution Elections.  A Participant may subsequently elect to change the Payment Event or Form of Payment elected with respect to one or more Directed Investment Subaccounts or Stock Unit Subaccounts in accordance with procedures established by the Administrator for such purpose; provided, however, that:  (i) such subsequent election may not take effect until at least 12 months after the date on which it is made; (ii) the payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; and (iii) any subsequent election related to a payment at a specified time or in accordance with a fixed schedule may not be made less than 12 months prior to the date of the first scheduled payment.

Article 5.Investment of Accounts

Section 5.01Investment Options.  The Administrator shall designate from time to time one or more Investment Options in which a Participant’s Directed Investment Subaccounts may be deemed invested. The Administrator shall have the sole discretion to determine the number of Investment Options to be designated hereunder and the nature of the Investment Options and may change or eliminate any of the Investment Options from time to time.  In the event of such change or elimination, the Administrator shall give each Participant timely notice and opportunity to make a new election. No such change or elimination of any Investment

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Options shall be considered to be an amendment to the Plan pursuant to Section 9.01.

Section 5.02Making Deemed Investment Elections.  A Participant shall select one or more Investment Options in which his/her Directed Investment Subaccounts shall be deemed invested.  Separate Deemed Investment Elections may be made with respect to each Directed Investment Subaccount.  Any such election shall be made by filing with the Administrator the appropriate form prescribed for that purpose.  The Administrator shall establish procedures relating to Deemed Investment Elections.  Deemed Investment Elections shall remain in affect until changed by a Participant pursuant to Section 5.03.

Section 5.03Changes to Deemed Investment Elections.  A Participant may request a change to his/her Deemed Investment Elections for future amounts allocated to his/her Directed Investment Subaccount and amounts already allocated to his/her Directed Investment Subaccount.  Any such change shall be made by filing with the Administrator the appropriate form (including electronic forms) prescribed by the Administrator for that purpose. The Administrator shall establish procedures relating to changes in Deemed Investment Elections, which may include limiting the percentage, amount and frequency of such changes and specifying the effective date for any such changes.

Section 5.04Crediting or Debiting of Investment Experience.  Each Participant’s Directed Investment Subaccount shall be credited or debited, as applicable, daily with the amount which the Participant’s Directed Investment Subaccount would have earned or lost, as applicable, if the amounts credited to such account had, in fact, been invested in accordance with the Participant’s Deemed Investment Elections.

Section 5.05Dividend Equivalent Units.  If dividends on the Company’s common stock are paid during any period that a Participant holds Common Stock Units in one or more of his/her Directed Investment Subaccounts or Stock Unit Subaccounts, as of the applicable Dividend Payment Date, a number of additional Common Stock Units shall be credited to such Directed Investment Subaccount(s) or Stock Unit Subaccount(s), as applicable.  The number of such additional Common Stock Units to be credited shall be determined by first multiplying: (a) the total number of Common Stock Units, including fractional units, standing to the Participant’s credit in such account on the day immediately preceding such Dividend Payment Date (including all Dividend Equivalent Units credited to such account on all previous Dividend Payment Dates); by (b) the per share dollar amount of the dividend paid on such Dividend Payment

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Date; and then (c) dividing the resulting amount by the closing price of one share of the Company’s common stock on such Dividend Payment Date.

Article 6.Payment of Accounts

Section 6.01Payment in General.  Upon the occurrence of a Triggering Event that is a Separation from Service or a Change of Control, the Employer shall, within 90 days thereafter, commence payment of the applicable Distribution Subaccount(s) to the Participant, or his/her Beneficiary, as applicable, in the Form of Payment elected by the Participant with respect thereto.  Upon the occurrence of a Triggering Event that is a specified date or a fixed schedule of payments, the Employer shall commence payment of the applicable Subaccount to the Participant on such specified date or in accordance with such fixed schedule of payments.  The amount of each payment made pursuant to this section shall be based upon the fair market value of the Participant’s Account as of the latest practicable date preceding the payment date and the number of remaining scheduled payments due.

Section 6.02Specified Employees.  Notwithstanding Section 6.01, upon the occurrence of a Triggering Event that is a Separation from Service (other than on account of death), the Employer shall commence payment of the applicable Distribution Subaccount(s) to the Participant in the Form of Payment elected by the Participant with respect thereto on the later of: (1) the date that is six months and one day after such Triggering Event; or (2) the date on which such payment was otherwise scheduled to commence.

Section 6.03Medium of Payments.  Payments attributable to that portion of a Participant’s Directed Investment Subaccount which is deemed to be invested in Common Stock Units shall be paid in shares of the Company’s common stock for each whole unit and cash for each fraction of a unit.  Payments attributable to the remaining portion of a Participant’s Directed Investment Subaccount shall be paid in cash.  Payments attributable to a Participant’s Stock Unit Subaccounts shall be delivered in shares of the Company’s common stock for each whole unit and cash for each fraction of a unit.

Article 7.Beneficiary Designation

Section 7.01Right to Designate Beneficiary.  The Participant will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Participant’s death. The Beneficiary designation will be effective when it is submitted in writing or electronically to

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the Administrator during the Participant’s lifetime on a form prescribed by the Administrator.

Section 7.02Cancellation/Revocation of Beneficiary Designation.  The submission of a new Beneficiary designation will cancel all prior Beneficiary designations.

Section 7.03Failure to Designate Beneficiary or Death of Beneficiary.  If a Participant fails to designate a Beneficiary as provided above, or if every person designated as Beneficiary predeceases the Participant, then the Administrator will direct the distribution of the benefits to the Participant’s estate. If a primary Beneficiary dies after commencement the Participant’s death but prior to completion of benefits under this Plan, and no contingent Beneficiary has been designated by the Participant, any remaining payments will be paid to the Beneficiary’s estate.

Article 8.Plan Administration

Section 8.01Administrator’s Responsibilities.  The Administrator is responsible for the day to day administration of the Plan.  The Administrator may appoint other persons or entities to perform certain of its functions. Such appointment shall be made and accepted by the appointee in writing and shall be effective upon the written approval of the Company.  The Administrator and any such appointee may employ advisors and other persons necessary or convenient to help him/her carry out his/her duties.  The Administrator shall have the right to remove any such appointee from his/her position. Any person, group of persons or entity may serve in more than one capacity.

Section 8.02Records and Accounts.  All individual and group records relating to Participants and Beneficiaries, and all other records necessary for the proper operation of the Plan, shall be made available to the Employer and to each Participant and Beneficiary for examination during business hours except that a Participant or Beneficiary shall examine only such records as pertain exclusively to the examining Participant or Beneficiary and those records and documents relating to all Participants generally.

Section 8.03Administrator’s Specific Powers and Duties.  In addition to any powers, rights and duties set forth elsewhere in the Plan, the Administrator shall have the following powers and duties:

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(a)to adopt such rules and regulations consistent with the provisions of the Plan;

(b)to enforce the Plan in accordance with its terms and any rules and regulations it establishes;

(c)to maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law;

(d)to construe and interpret the Plan and to resolve all questions arising under the Plan;

(e)to direct the Employer to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan;

(f)to engage assistants and professional advisors.

Section 8.04Construction of the Plan.  The Administrator shall have the sole and absolute discretion to interpret the Plan and shall resolve all questions arising in the administration, interpretation and application of the Plan. The Administrator shall correct any defect, reconcile any inconsistency, or supply any omission with respect to this Plan. All such corrections, reconciliations, interpretations and completions of Plan provisions shall be final and binding upon the parties.

Section 8.05Employer’s Responsibility to Administrator.  Each Employer shall furnish the Administrator such data and information as it may require.  The records of the Employer shall be determinative of each Participant’s period of employment, termination of employment and the reason therefor, leave of absence, reemployment, years of service, personal data, and compensation reductions.  Participants and their Beneficiaries shall furnish to the Administrator such evidence, data, or information, and execute such documents, as the Administrator requests.

Section 8.06Engagement of Assistants and Advisers; Plan Expenses.  The Administrator shall have the right to hire such professional assistants and consultants as it, in its sole discretion, deems necessary or advisable, including, but not limited to:

14

(a)investment managers and/or advisers;

(b)accountants;

(c)actuaries;

(d)attorneys;

(e)consultants; and

(f)clerical and office personnel.

Section 8.07Liability.  Neither the Administrator nor the Employer shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to its own fraud or willful misconduct; nor shall the Employer be liable to any person for such action unless attributable to fraud or willful misconduct on the part of a director, officer or employee of the Employer.

Section 8.08Payment of Expenses.  If directed by the Company, expenses of the Administrator incurred in the operation or administration of this Plan shall be charged against the Participant’s Accounts to which the expense relates. If an expense is applicable to more than one Participant’s Accounts, the expense shall be allocated among such Participants’ Accounts in a non-discriminatory manner as determined by the Company.

Section 8.09Indemnity of Administrator.  The Employer shall indemnify the Administrator (including any individual who is a member of a committee serving as the Administrator) or any individual who is a delegate of the Administrator against any and all claims, loss, damage, expense or liability arising from any action or failure to act, except when due to gross negligence or willful misconduct.

Article 9.Amendment or Termination

Section 9.01Amendment.  The Board of Directors of the Company, or its delegate, may amend the Plan at any time and from time to time and any amendment may have retroactive effect, including, without limitation, amendments to the amount of contributions; provided, however, that no amendment shall (i) reduce the value of a Participant’s Account or (ii) change the form or timing of payment of an amount contributed prior to the date of amendment.

Section 9.02Termination.  While the Plan is intended to be permanent, the Board of Directors of the Company, or its delegate, may at any time terminate or partially terminate the Plan, provided that upon such

15

termination, except to the extent otherwise permitted under Code Section 409A, all Accounts will be distributed in accordance with the terms of the Plan as in effect on the date of termination.  Written notice of such termination or partial termination, setting forth the date and terms thereof, shall be given to the Administrator.

Article 10.Miscellaneous

Section 10.01Section 16 Person.  With respect to Section 16 Persons, the Administrator may establish, in writing, such rules, regulations, policies or practices hereunder which it deems, in its sole discretion, to be necessary and appropriate.

Section 10.02Claims Review.  In any case in which a claim for Plan benefits of a Participant or Beneficiary is denied or modified, the Administrator shall furnish written notice to the claimant within 90 days (or within 180 days if additional information requested by the Administrator necessitates an extension of the 90-day period), which notice shall:

(a)State the specific reason or reasons for the denial or modification;

(b)Provide specific reference to pertinent Plan provisions on which the denial or modification is based;

(c)Provide a description of any additional material or information necessary for the Participant, his/her Beneficiary, or representative to perfect the claim and an explanation of why such material or information is necessary; and

(d)Explain the Plan’s claim review procedure as contained herein, including the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse review determination.

In the event a claim for Plan benefits is denied or modified, if the Participant, his/her Beneficiary, or a representative of such Participant or Beneficiary desires to have such denial or modification reviewed, he/she must, within 60 days following receipt of the notice of such denial or modification, submit a written request for review by the Administrator of its initial decision.  In connection with such request, the Participant, his/her Beneficiary, or the representative of such Participant or Beneficiary may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing.  Within 60 days following such request for review the Administrator shall, after providing a full and fair review, render its final decision in writing to the Participant, his/her beneficiary or the representative of such Participant or Beneficiary stating specific reasons for such decision, making specific references to pertinent Plan provisions upon which the decision is based and stating that the claimant is entitled to receive, upon request and free of charge,

16

reasonable access to, and copies of, all documents, records, and other information relevant to the claim.  If special circumstances require an extension of such 60-day period, the Administrator’s decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review.  If an extension of time for review is required, written notice of the extension shall be furnished to the Participant, Beneficiary, or the representative of such Participant or Beneficiary prior to the commencement of the extension period.

Section 10.03Limitation of Participant’s Rights.  Nothing in this Plan shall be construed as conferring upon any Participant any right to continue in the employment of an Employer, nor shall it interfere with the rights of an Employer to terminate the employment of any Participant and/or take any personnel action affecting any Participant without regard to the effect which such action may have upon such Participant as a recipient or prospective recipient of benefits under the Plan.

Section 10.04Obligations to Employer.  If a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to an Employer, then such Employer may offset such amount owed to it against the amount of benefits otherwise distributable. Such determination shall be made by the Administrator.

Section 10.05Nonalienation of Benefits.  Except as expressly provided herein, no Participant or Beneficiary shall have the power or right to transfer (otherwise than by will or the laws of descent and distribution), alienate, or otherwise encumber the Participant’s interest under the Plan.  Any such attempted assignment shall be considered null and void.  The interest of any Participant or any beneficiary receiving payments hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant’s Beneficiary.  An Employer’s obligations under this Plan are not assignable or transferable except to (a) a business entity which acquires all or substantially all of an Employer’s assets or (b) any business entity into which an Employer may be merged or consolidated.

Section 10.06Unfunded Status of Plan.  The Plan is intended to constitute an “unfunded” plan of deferred compensation for Participants for tax and for purposes of Title I of ERISA.  The Plan constitutes a mere promise by the Employer to make benefit payments in the future. Each Employer shall not be liable for any benefit payments to any other Employer’s Eligible Employees who are Participant is this Plan. Benefits payable hereunder shall be payable out of the general assets of the applicable Employer, and no segregation of any assets whatsoever for such benefits shall be made.  With respect to any payments not yet made to a

17

Participant, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of his/her Employer.

Section 10.07Severability.  If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan.

Section 10.08Gender, Singular & Plural.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

Section 10.09Notice.  Any notice or filing required or permitted to be given to the Administrator under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Administrator or to such representatives as the Administrator may designate from time to time.  Such notice shall be deemed given as to the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Section 10.10Governing Law.  The Plan shall be governed and construed under the laws of the State of Delaware to the extent not preempted by Federal law which shall otherwise control.

Section 10.11Binding Terms.  The provisions of the Plan shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators and successors.

Section 10.12Headings.  All headings preceding the text of the several Sections hereof are inserted solely for reference and shall not constitute a part of this Plan, nor affect its meaning, construction or effect.

Section 10.13Representations.  The Employer does not represent or guarantee that any particular federal or state income, payroll, personal property or other tax consequence will result from participation in the Plan.  A Participant should consult with professional tax advisors to determine the tax consequences of his/her participation.  In addition, the Company does not represent or guarantee positive Credited Investment Return and shall not be required to restore any negative Credited Investment Return.

Section 10.14Compliance with Section 409A.  The Company intends that this Plan provide for the deferral of compensation as permitted

18

under Code Section 409A.  If any provision of this Plan is determined to be inconsistent with such intent, it shall be severable and the balance of this Plan shall remain in full force and effect.

19

EX-12

Exhibit 12

E.  I.  DU  PONT  DE  NEMOURS  AND  COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions)

	Six Months Ended June 30,			Years Ended December 31,
	2010			2009			2008			2007			2006			2005
Income before income taxes	$	3,155		$	2,184		$	2,391		$	3,743		$	3,329		$	3,563
Adjustment for companies accounted for by the equity method	(45		)	(50		)	6			218			11			(1		)
Capitalized interest	(17		)	(47		)	(49		)	(45		)	(37		)	(23		)
Amortization of capitalized interest	17			37			37			34			33			33
	3,110			2,124			2,385			3,950			3,336			3,572
Fixed charges:
Interest and debt expense	206			408			376			430			460			518
Capitalized interest	17			47			49			45			37			23
Rental expense representative of interest factor	50			101			107			107			94			88
	273			556			532			582			591			629
Total adjusted earnings available for payment of fixed charges	$	3,383		$	2,680		$	2,917		$	4,532		$	3,927		$	4,201
Number of times fixed charges earned	12.4			4.8			5.5			7.8			6.6			6.7

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Ellen J. Kullman, certify that:

1.	I have reviewed this report on Form 10-Q for the period ended June 30, 2010 of E. I. du Pont de Nemours and Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 27, 2010
By:	/s/Ellen J. Kullman
	Ellen J. Kullman
	Chief Executive Officer and
	Chair of the Board

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Nicholas C. Fanandakis, certify that:

1.	I have reviewed this report on Form 10-Q for the period ended June 30, 2010 of E. I. du Pont de Nemours and Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 27, 2010
By:	/s/Nicholas C. Fanandakis
	Nicholas C. Fanandakis
	Senior Vice President and
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of E. I. du Pont de Nemours and Company (the “Company”) on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ellen J. Kullman, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Ellen J. Kullman

Ellen J. Kullman

Chief Executive Officer

July 27, 2010

EX-32.2

Exhibit 32.2

Certification of CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of E. I. du Pont de Nemours and Company (the “Company”) on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Nicholas C. Fanandakis, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Nicholas C. Fanandakis

Nicholas C. Fanandakis

Chief Financial Officer

July 27, 2010