Obligation Dupont de Nemours 2.8% ( US263534CK37 ) en USD

Dupont de Nemours

100 % ⇌

Etas-Unis

US263534CK37 ( en USD )

2.8% par an ( paiement semestriel )

14/02/2023 - Obligation échue

Prospectus brochure de l'obligation DuPont US263534CK37 en USD 2.8%, échue

2 000 USD

1 250 000 000 USD

263534CK3

N/A

N/A

DuPont de Nemours, Inc. est une société américaine de science et de technologie spécialisée dans les matériaux scientifiques, les produits chimiques de spécialité et les produits agricoles.

L'obligation DuPont (US263534CK37, CUSIP 263534CK3) émise aux États-Unis pour un montant total de 1 250 000 000 USD, avec un coupon de 2,8% et une échéance fixée au 14 février 2023, a été remboursée à son prix nominal de 100%, avec un minimum d'achat de 2 000 USD et des paiements d'intérêts semestriels.

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424B2 1 a2212869z424b2.htm 424B2
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TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount to be
Offering Price Per
Aggregate Offering
Amount of
to be Registered

Registered

Share

Price
Registration Fee(2)

Debt Securities

$2,000,000,000 (1)

$1,998,670,000
$272,618.59

(1)
The 2.80% Notes have a maximum offering price of 99.965%. The 4.15% Notes have a maximum offering price of 99.881%.
(2)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-173217
Prospectus Supplement (To prospectus dated March 31, 2011)
$2,000,000,000
E. I. du Pont de Nemours and Company
$1,250,000,000 2.80% Notes due 2023
$750,000,000 4.15% Notes due 2043
We will pay interest on the notes referenced above (the "Notes") on February 15 and August 15 of each year, commencing on August 15, 2013. We may redeem the Notes prior
to maturity, in whole or in part, as described in this prospectus supplement. If we experience a Change of Control Triggering Event (as defined herein), we may be required to offer
to purchase the Notes from holders. See "Description of Notes--Change of Control."

Public Offering
Underwriting
Proceeds before

Price(1)

Discount

Expenses

Per 2.80% Note
99.965%
0.45%
99.515%

Total
$1,249,562,500 $5,625,000
$1,243,937,500

Per 4.15% Note
99.881%
0.875%
99.006%

Total
$749,107,500 $6,562,500
$742,545,000

Combined Total for 2.80% Notes and 4.15% Notes
$1,998,670,000 $12,187,500 $1,986,482,500

(1)
Plus accrued interest, if any, from February 15, 2013.
Investing in our Securities involves risks. Before buying our Securities, you should refer to the risk factors included in our most recent Annual Report on Form 10-K,
which are incorporated by reference herein, our other periodic reports and in other information that we file with the Securities and Exchange Commission from time to
time. See "Risk Factors" on page S-2 of this prospectus supplement and on page 4 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about February 15, 2013.
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Joint Bookrunners
Credit Suisse

Goldman, Sachs & Co.

Morgan Stanley
BofA Merrill Lynch

J.P.
Morgan
Co-Managers
Barclays

BNP PARIBAS

Citi
Danske Markets

Deutsche Bank Securities

HSBC
ING

Mitsubishi UFJ Securities

Mizuho Securities
PNC Capital Markets LLC

RBC Capital Markets

RBS
Santander

Scotia Capital

SOCIETE GENERALE
Standard Chartered Bank

UBS Investment Bank

US Bancorp

Wells Fargo Securities

The date of this prospectus supplement is February 12, 2013.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

About Dupont
S-1

Risk Factors
S-2

Use Of Proceeds
S-3

Description Of Notes
S-4

United States Federal Taxation
S-9

Underwriting
S-10

Notice To Canadian Residents
S-14

Legal Opinions
S-16

Experts
S-16
PROSPECTUS

About this Prospectus
1

Where You Can Find More Information
1

Incorporation of Certain Documents by Reference
1

Forward-Looking Information
3

About DuPont
3

Risk Factors
4

Use of Proceeds
4

Ratio of Earnings to Fixed Charges
4

Description of Debt Securities
5
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Description of Common Stock
14

United States Federal Taxation
17

Plan of Distribution
21

Legal Opinion
25

Experts
25
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus supplement and the accompanying prospectus. We are offering to sell Notes and making offers to buy Notes only in
jurisdictions in which offers and sales of the Notes are permitted. The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of
the date of this prospectus supplement, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of the Notes. In this prospectus
supplement and the accompanying prospectus, the "Company," "DuPont," "we," "us" and "our" refer to E. I. du Pont de Nemours and Company.
If we use a capitalized term in this prospectus supplement and do not define the term, it is defined in the accompanying prospectus.
The Notes are offered globally for sale only in those jurisdictions in the United States, Canada, Europe, Asia and in other jurisdictions where it is lawful to make such offers.
See "Underwriting."
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this prospectus supplement and the accompanying prospectus come should inform themselves about and observe any such restrictions. This prospectus
supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation. See "Underwriting."
S-i
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ABOUT DUPONT
We were founded in 1802 and incorporated in Delaware in 1915. We have been in continuous operation for over 200 years. Our principal offices are at 1007 Market Street in
Wilmington, Delaware.
We bring world-class science and engineering to the global marketplace in the form of innovative products, materials and services. We believe that by collaborating with
customers, governments, non-governmental organizations and thought leaders we can help find solutions to such global challenges as providing enough healthy food for people
everywhere, decreasing dependence on fossil fuels, and protecting life and the environment.
Our 13 businesses are aggregated into eight reportable segments based on similar economic characteristics, the nature of the products and production processes, end-use
markets, channels of distribution and regulatory environment. Our reportable segments are Agriculture, Electronics & Communications, Industrial Biosciences, Nutrition & Health,
Performance Chemicals, Performance Materials, Safety & Protection, and Pharmaceuticals. We include certain embryonic businesses not included in our reportable segments, such
as pre-commercial programs, and nonaligned businesses in Other.
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RISK FACTORS
Before you invest in our notes, in addition to the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, you
should carefully consider the risk factors under the heading "Risk Factors" contained in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2012,
which are incorporated herein by reference. These risk factors may be amended, supplemented or superseded from time to time by risk factors contained in other Exchange Act
reports that we file with the SEC, which will be subsequently incorporated by reference herein, by a free writing prospectus to this prospectus supplement or by a post-effective
amendment to the registration statement of which this prospectus forms a part. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent
to which they may affect our financial performance. See "Risk Factors," "Incorporation of Certain Documents By Reference" and "Forward-Looking Information" in the
accompanying prospectus.
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USE OF PROCEEDS
We intend to use the net proceeds from the sale of the Notes, which are expected to be approximately $1,983 million after payment of expenses related to the offering, for
general corporate purposes and to repay debt, including commercial paper and all or a portion of our:
·
$250 million aggregate principal amount 4.125% notes due March 6, 2013; and
·
$750 million aggregate principal amount 5.0% notes due July 15, 2013.
If for any reason we do not use the net proceeds from the sale of the Notes to repay the notes specifically described above, we will use such net proceeds for general
corporate purposes. General corporate purposes may include repayment and refinancing of debt other than that described above, acquisitions, working capital, capital expenditures
and repurchases and redemptions of securities other than those described above. Pending any specific application, we may initially invest funds in cash equivalents and short-term
marketable securities or apply them to the reduction of short-term indebtedness.
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DESCRIPTION OF NOTES
The following description of the particular terms of the 2.80% Notes due 2023 (the "2.80% Notes") and the 4.15% Notes due 2043 (the "4.15% Notes") offered hereby
(referred to in the prospectus as the "Debt Securities") supplements the description of the general terms and provisions of the Debt Securities included in the accompanying
prospectus. The 2.80% Notes and the 4.15% Notes are collectively referred to in this prospectus supplement as the "Notes." The following summary of the Notes is qualified
in its entirety by reference in the accompanying prospectus to the description of the Indenture dated as of June 1, 1992 (the "Indenture"), between the Company and Deutsche
Bank Trust Company Americas, formerly known as Bankers Trust Company, as trustee (the "Trustee"). Each of the 2.80% Notes and 4.15% Notes constitutes a separate series
of notes under the Indenture.
General
The 2.80% Notes and 4.15% Notes will mature at par on February 15, 2023 and February 15, 2043, respectively, unless we redeem or repurchase the Notes prior to that date,
as described below under "--Optional Redemption" and "--Change of Control." The Notes will constitute part of the senior debt of the Company and will rank pari passu with all
other unsecured and unsubordinated indebtedness of the Company. The Notes will be issued in fully registered form only, in denominations of $2,000 and additional multiples of
$1,000. Principal of and interest on the Notes will be payable, and the transfer of Notes will be registrable, through The Depository Trust Company, New York, New York
("DTC"), as described below.
Each 2.80% Note will bear interest from February 15, 2013 at the annual rate of 2.80%. Each 4.15% Note will bear interest from February 15, 2013 at the annual rate of
4.15%. Interest on the Notes will be payable semiannually on February 15 and August 15 of each year, commencing on August 15, 2013, to the person in whose name such Note is
registered at the close of business on the 14th calendar day immediately preceding such date (whether or not a Business Day).
Interest payable at the maturity of the Notes will be payable to registered holders of the Notes to whom principal is payable. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
If any interest payment date falls on a day that is not a Business Day, the interest payment will be postponed to the next day that is a Business Day, and no interest on such
payment will accrue for the period from and after such interest payment date. If the maturity date of the Notes falls on a day that is not a Business Day, the payment of interest and
principal may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the maturity date.
Interest payments for the Notes will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid,
as the case may be, to but excluding the interest payment date or the date of maturity, as the case may be.
The Company may, without the consent of the holders of any series of Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms
as the Notes of such series. Any additional notes having such similar terms, together with the Notes of such series, will constitute a single series of notes under the Indenture. In the
event that additional Notes of any series are not fungible with such series of Notes for U.S. federal income tax purposes, such additional Notes will be issued with a separate
CUSIP or other applicable identifying number so that they are distinguishable from such series of Notes. No additional Notes of such series may be issued if an Event of Default
has occurred and is continuing with respect to the Notes of such series.
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As used in this prospectus supplement, "Business Day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or
required by law or regulation to close in the City of New York.
Optional Redemption
The 2.80% Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100%
of the principal amount of the 2.80% Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to
the maturity date (exclusive of any accrued interest) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 12.5 basis points, plus, in each case, any interest accrued but not paid to the date of redemption.
The 4.15% Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100%
of the principal amount of the 4.15% Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to
the maturity date (exclusive of any accrued interest) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 15 basis points, plus, in each case, any interest accrued but not paid to the date of redemption.
"Treasury Rate" means, with respect to any redemption date for the Notes, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption
date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term
of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such securities.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date for the Notes, (i) the average of four Reference Treasury Dealer Quotations for that redemption
date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such quotations.
"Reference Treasury Dealer" means each of Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC or their respective affiliates, and
one other primary U.S. Government securities dealer in New York City appointed by the Trustee in consultation with the Company (each, a "Primary Treasury Dealer"); provided,
however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury
Dealer at 5:00 p.m. (New York City time) on the third business day preceding that redemption date.
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