Obligation Dupont de Nemours 1.75% ( US263534CG25 ) en USD

Dupont de Nemours

100 % ⇌

Etas-Unis

US263534CG25 ( en USD )

1.75% par an ( paiement semestriel )

25/03/2014 - Obligation échue

Prospectus brochure de l'obligation DuPont US263534CG25 en USD 1.75%, échue

2 000 USD

400 000 000 USD

263534CG2

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 (ISIN : US263534CG25, CUSIP : 263534CG2), émise aux États-Unis pour un montant total de 400 000 000 USD, avec un taux d'intérêt de 1,75 %, une taille minimale d'achat de 2 000 USD, une maturité au 25 mars 2014 et une fréquence de paiement semestrielle, est arrivée à échéance et a été remboursée à 100 % de sa valeur nominale en USD ; les agences de notation S&P et Moody's n'ont pas attribué de notation.

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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)
$1,997,712,000 $231,934.36

(1)
The 1.75% Notes have a maximum offering price of 99.913%. The Floating Rate Notes have a maximum offering price
of 100.000%. The 2.75% Notes have a maximum offering price of 99.823%. The 4.25% Notes have a maximum
offering price of 99.789%.

(2)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-150613

Prospectus Supplement (To prospectus dated May 2, 2008)

$2,000,000,000
E. I. du Pont de Nemours and Company
$400,000,000 1.75% Notes due 2014
$600,000,000 Floating Rate Notes due 2014
$500,000,000 2.75% Notes due 2016
$500,000,000 4.25% Notes due 2021

We will pay interest on the 1.75% Notes due 2014 (the "1.75% Notes") on March 25 and September 25 of each year, commencing on September 25, 2011. We
will pay interest on the Floating Rate Notes due 2014 (the "Floating Rate Notes") on March 25, June 25, September 25 and December 25 of each year, commencing on
June 25, 2011. We will pay interest on the 2.75% Notes due 2016 (the "2.75% Notes") on April 1 and October 1 of each year, commencing on October 1, 2011. We will
pay interest on the 4.25% Notes due 2021 (the "4.25% Notes") on April 1 and October 1 of each year, commencing on October 1, 2011. We refer to the 1.75% Notes,
the Floating Rate Notes, the 2.75% Notes and the 4.25% Notes together as the "Notes." We may redeem the 1.75% Notes, the 2.75% Notes and the 4.25% Notes at our
option prior to maturity, in whole or in part, as described in this prospectus supplement. If we do not acquire at least 80% of the outstanding shares of Danisco A/S by
October 31, 2011, or if we abandon the acquisition of Danisco A/S prior to such date, we must redeem all of the Notes at the redemption price described in this
prospectus supplement in "Description of Notes--Special Mandatory Redemption." 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
Underwriting
Proceeds before

Offering Price(1)
Discount

Expenses

Per 1.75% Note
99.913%
0.25% 99.663%

Total
$
399,652,000
$
1,000,000 $
398,652,000

Per Floating Rate Note
100.000%
0.25% 99.750%

Total
$
600,000,000
$
1,500,000 $
598,500,000

Per 2.75% Note
99.823%
0.35% 99.473%

Total
$
499,115,000
$
1,750,000 $
497,365,000

Per 4.25% Note
99.789%
0.45% 99.339%

Total
$
498,945,000
$
2,250,000 $
496,695,000

Combined Total for 1.75% Notes, Floating Rate Notes, 2.75% Notes and 4.25% Notes
$
1,997,712,000
$
6,500,000 $
1,991,212,000

(1)
Plus accrued interest, if any, from March 25, 2011.
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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 March 25, 2011.

Joint Bookrunners
Credit Suisse

Goldman, Sachs & Co.
J.P. Morgan

BofA Merrill Lynch

Citi

Deutsche Bank Securities

Morgan Stanley

RBS

UBS Investment Bank
Co-managers
Barclays Capital

BBVA
BNP PARIBAS

Dankse Markets

HSBC

ING

Mitsubishi UFJ Securities
Mizuho Securities

PNC Capital Markets LLC

RBC Capital Markets

Santander
Scotia Capital

SOCIETE GENERALE

Standard Chartered Bank

US Bancorp

Wells Fargo Securities

The date of this prospectus supplement is March 22, 2011.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
About Dupont

S-1
Ratio of Earnings to Fixed Charges

S-1
Danisco Acquisition

S-2
Risk Factors

S-4
Use of Proceeds

S-5
Description of Notes

S-6
United States Federal Taxation
S-16
Underwriting
S-17
Notice to Canadian Residents
S-21
Legal Opinions
S-23
Experts
S-23
PROSPECTUS

About this Prospectus
1
Where You Can Find More Information

1
Forward-Looking Information

3
About DuPont

4
Risk Factors

5
Use of Proceeds

6
Ratio of Earnings to Fixed Charges

7
Description of Debt Securities

7
United States Federal Taxation

15
Plan of Distribution

18
Legal Opinion

20
Experts

20
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 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," "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
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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."
References herein to "$" and "dollars" are to the currency of the United States of America and references to DKK are to
the currency of the Kingdom of Denmark.
FORWARD-LOOKING INFORMATION
This prospectus and the information incorporated herein by reference contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 27A of the Securities Act of
1933, 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 our 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. We cannot guarantee that
these assumptions and expectations are accurate or will be realized. Some of the important factors that could cause our actual
results to differ materially from those projected in any forward-looking statements are set forth in the section entitled
"Forward-Looking Information" in the accompanying prospectus.
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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 are a world leader in science and innovation across a range of disciplines, including agriculture and industrial
biotechnology, chemistry, biology, materials science and manufacturing. We operate globally and offer a wide range of
innovative products and services for markets, including agriculture and food, building and construction, electronics and
communications, general industrial and transportation.
Our 13 businesses are aggregated into seven 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 & Nutrition, Electronics & Communications, Performance Chemicals, Performance Coatings,
Performance Materials, Safety & Protection, and Pharmaceuticals. We include certain embryonic businesses not included in
our reportable segments, such as Applied BioSciences, and nonaligned businesses in Other.

RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated:

Years Ended December 31,

2010
2009
2008
2007
2006
Ratio of
Earnings to
Fixed Charges 6.1x
4.8x
5.5x
7.8x
6.6x
For purposes of calculating the ratio of earnings to fixed charges, (i) "earnings" represent the sum of income before
cumulative effect of changes in accounting principles, provision for (benefit from) income taxes, non-controlling interests in
earnings (losses) of consolidated subsidiaries, adjustment for companies accounted for by the equity method, capitalized
interest and amortization of capitalized interest plus fixed charges, and (ii) "fixed charges" represent the sum of interest and
debt expense, capitalized interest and rental expense representative of interest factor. The ratio is based solely on historical
financial information.
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DANISCO ACQUISITION
On January 9, 2011, we and our wholly-owned subsidiary, DuPont Denmark Holding ApS (the "Acquisition Subsidiary"),
entered into a definitive agreement (the "Announcement Agreement") with Danisco A/S ("Danisco") for Acquisition
Subsidiary to acquire Danisco for $6.3 billion, including $5.8 billion in cash and the assumption of approximately
$500 million of Danisco's net debt, which we refer to as the Acquisition. Danisco is a technology-driven organization, with
research and application development capabilities in biotechnology. Danisco has specialty food ingredients, including
enablers, cultures and sweeteners, which generate about 65% of its total sales. Genencor, Danisco's enzymes division,
represents about 35% of its total sales. DuPont and Danisco are currently joint venture partners in the development of
cellulosic ethanol technology. Danisco has nearly 7,000 employees globally with operations in 23 countries. Upon completion,
the Acquisition would establish us as a clear leader in industrial biotechnology with science-intensive innovations that address
global challenges in food production and reduced fossil fuel consumption.
In accordance with the terms of and subject to the conditions set forth in the Announcement Agreement, Acquisition
Subsidiary has made a public tender offer for all of Danisco's outstanding shares, excluding treasury shares (the "Shares"), at a
price of DKK 665 per share in cash, which we refer to as the Tender Offer. Acquisition Subsidiary commenced the Tender
Offer on January 21, 2011. On February 18, 2011, Acquisition Subsidiary extended the Tender Offer in order to provide
additional time to obtain regulatory approvals and clearances from the competition authorities in the European Union and
China. The Tender Offer, as extended, will expire on April 1, 2011 at 11:00 p.m. CEST (5:00 p.m. EDT), if not further
extended or terminated. Acquisition Subsidiary has stated that if all competition approvals have not been obtained by April 1,
2011, it will extend the Tender Offer such that it will expire on April 29, 2011, at 11:00 p.m. CEST (5:00 p.m. EDT).
Acquisition Subsidiary's consummation of the Tender Offer is subject to the following closing conditions:
·
that Acquisition Subsidiary owns, or has received valid acceptances in respect of, an aggregate of more than
90% of the Shares (excluding Danisco's treasury shares, if any) and voting rights in Danisco (the "Minimum
Acceptance"); and

·
that Danisco's board of directors has not withdrawn its recommendation that Danisco shareholders accept the
Tender Offer or modified such recommendation in a manner adverse to Acquisition Subsidiary or the Tender
Offer.
The Tender Offer is also subject to customary closing conditions, including the absence of changes in Danisco's share
capital, receipt of certain regulatory approvals, no conflicts with laws or judicial orders (subject to certain exceptions),
maintenance of ordinary course operations in all material respects (subject to certain exceptions), absence of certain significant
mergers, acquisitions and dispositions, and the absence of a material adverse effect on Danisco. Acquisition Subsidiary has the
right to waive the Tender Offer conditions, including waiving the Minimum Acceptance in order to accept a lesser number of
Shares.
We do not intend to consummate the Tender Offer if less than 90% of the Shares (excluding Danisco's treasury shares, if
any) are tendered. However, Acquisition Subsidiary has the right to do so under the Announcement Agreement provided that it
does not accept less than 80% of the Shares (excluding Danisco's treasury shares, if any) in the Tender Offer without the
consent of the Danisco board of directors. If Acquisition Subsidiary acquires more than 90% of the Shares in the Tender Offer
(excluding Danisco's treasury shares, if any), we have agreed in the Announcement Agreement to redeem the Danisco shares
held by the remaining minority shareholders of Danisco pursuant to Danish law (the "Compulsory Acquisition").
Subject to applicable law, Acquisition Subsidiary may extend the Tender Offer from time to time if any of the closing
conditions have not been satisfied or waived, if a competing bid has been publicly
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announced and not withdrawn, if the Minimum Acceptance is waived or amended, or if required to do so by law. Acquisition
Subsidiary is obligated to extend the Tender Offer, subject to applicable law, if either, at the expiration of the offer period, all
conditions thereto have been satisfied or waived other than receipt of regulatory approvals and no conflicts with laws or
judicial orders, or one time following announcement that such conditions have been satisfied, provided, however, that save for
an extension due to an improvement of the Tender Offer or pursuant to a special dispensation granted by the Danish Financial
Supervisory Authority (the "DFSA"), the offer period cannot exceed a maximum of four months. Any such extension of the
Tender Offer would be for at least 14 calendar days. The Announcement Agreement provides that the Tender Offer may not be
extended beyond October 31, 2011, unless otherwise agreed between us and Danisco.
In addition to its right to extend the Tender Offer as described above, Acquisition Subsidiary may amend the Tender
Offer to increase the offer price or otherwise improve the terms of the Tender Offer in favor of the Danisco shareholders
(including by way of a waiver of the Minimum Condition, in part or in full). Under Danish law, if Acquisition Subsidiary
increases the offer price or otherwise improves the terms of the Tender Offer within the last two (2) weeks of the Tender Offer
period, Acquisition Subsidiary must hold the Tender Offer open so that it expires 14 calendar days from the date on which
notice of such increase or amendment is first published, provided, however, that once the condition of competition approvals
has been fulfilled, Acquisition Subsidiary can, with the exception of a special dispensation granted by the DFSA and provided
that no competing bid has been publicly announced, only improve the offer price or the terms of the Tender Offer one time if
such improvement is made within the last two weeks of the extended Tender Offer period.
Danisco's board of directors has unanimously recommended the Tender Offer to its shareholders. If a third party makes a
competing bid at a higher price or otherwise on terms more favorable to Danisco's shareholders than the Tender Offer (and
Danisco's board of directors recommends such more favorable competing bid to its shareholders) and we have not matched
such competing bid or other more favorable terms after five business days, any shareholder acceptances of the Tender Offer
will be cancelled, and Acquisition Subsidiary may withdraw the Tender Offer. The Announcement Agreement may be
terminated by either us or Danisco if Acquisition Subsidiary withdraws the Tender Offer upon a failure of the closing
conditions thereto to be satisfied or waived (including upon the recommendation of Danisco's board of directors of a
competing bid), and by Danisco if we have not fulfilled our obligations to consummate the Tender Offer provided such closing
conditions are satisfied or waived. The Announcement Agreement may also be terminated by mutual written consent of us and
Danisco.
If the conditions to the Tender Offer are satisfied or waived, we would expect the Acquisition to close early in the second
quarter of 2011. We expect to finance the Acquisition with approximately $3.0 billion of cash on hand and the net proceeds of
this offering and other capital markets transactions.
In connection with the Acquisition, we entered into a $4.0 billion bridge loan facility and a $2.0 billion bridge loan
facility. The latter requires that the Company have unrestricted cash, cash equivalents and other liquid, non-speculative debt
investments at least equal to $2.0 billion on hand at all times and readily available for use to purchase Danisco's shares. The
commitments under the bridge loan facilities will terminate (i) on the earlier of November 7, 2011 or the termination of the
Announcement Agreement, (ii) upon the making of any loans under the bridge loan facilities, or (iii) upon our voluntary
termination of such commitments.
The foregoing summary of the Announcement Agreement and the transactions contemplated thereby, including the
Tender Offer, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Announcement Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on January 12, 2011, and
which is incorporated herein by reference.
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RISK FACTORS
Before you invest in any of our securities, 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, 2010, which
are incorporated herein by reference. In addition, you should carefully consider the risk factors set forth below, which
supplement such risk factors.
Risk Related to this Offering
If we do not acquire at least 80% of Danisco's outstanding shares by October 31, 2011, or if we abandon the acquisition of
Danisco prior to such date, we will be required to redeem the Notes and as a result you may not obtain your expected return
on the Notes.
We may not be able to consummate the Tender Offer for Danisco's outstanding shares within the timeframe specified
under "Description of the Notes--Special Mandatory Redemption." Our ability to consummate the Tender Offer is subject to
various closing conditions, including the tender of at least 90% of Danisco's outstanding shares, which condition may be
waived by us subject to certain limitations. Many of these closing conditions are beyond our control and we may not be able to
complete the Tender Offer. If we do not acquire at least 80% of Danisco's outstanding shares by October 31, 2011, or if we
abandon the acquisition of Danisco prior to such date, we will be required to redeem all of the Notes at a redemption price
equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest from the date of initial issuance to
but excluding the Special Mandatory Redemption Date (as defined below).
There is no security interest provided for the benefit of the Noteholders and it is possible that we will not have sufficient
financial resources available to satisfy our obligation, if any, to redeem the Notes upon a special mandatory redemption event.
This could be the case, for example, if we or any of our subsidiaries commence a bankruptcy or reorganization case, or such a
case is commenced against us or one of our subsidiaries, before the date on which we are required to redeem the Notes
pursuant to the special mandatory redemption provision.
In addition, even if we are able to redeem the Notes pursuant to the special mandatory redemption provision, you may not
obtain your expected return on the Notes and may not be able to reinvest the proceeds from a special mandatory redemption in
an investment that results in a comparable return. Your decision to invest in the Notes is made at the time of the offering of the
Notes. You will have no rights under the special mandatory redemption provision as long as we acquire at least 80% of
Danisco's outstanding shares by October 31, 2011, nor will you have any right to require us to repurchase your Notes if,
between the closing of the Notes offering and the acquisition of such interest in Danisco, we experience any changes in our
business or financial condition (other than a Change of Control Triggering Event, as defined below), or if the terms of the
Acquisition or the financing thereof change.
The Acquisition may not be consummated and, even if the Acquisition is consummated, we may not be able to fully realize
its anticipated benefits.
There are significant uncertainties associated with our ongoing Tender Offer for all outstanding shares of Danisco. If the
conditions to the Tender Offer, including our acquisition of at least 90% of the outstanding shares of Danisco, are not satisfied
or waived, we will not be able to complete the Tender Offer or the Acquisition. Even if such conditions are satisfied or waived
and we complete the Tender Offer and the Acquisition, additional uncertainties exist with respect to the Acquisition, including
integration risks and costs and uncertainties associated with the operation of acquired businesses. The acquisition involves the
integration of Danisco with our existing businesses. We will be required to devote significant management attention and
resources to integrating Danisco. We may also experience difficulties in combining corporate cultures. Delays or unexpected
difficulties in the integration process could adversely affect our business, financial results and financial condition. Even if we
are able to integrate Danisco's operations successfully, this integration may not result in the realization of the full benefits of
synergies, cost savings and operational efficiencies that we expect to realize and these benefits may not be achieved within a
reasonable period of time.
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USE OF PROCEEDS
We estimate the net proceeds from the sale of Notes in this offering will be approximately $1,991 million after deducting
underwriting discounts and commissions and before deducting other estimated offering expenses payable by us. As described
below, assuming that the conditions to the Tender Offer are met, we intend to use the net proceeds from this offering and other
capital markets transactions together with approximately $3.0 billion of cash on hand to finance the Acquisition.
The net proceeds from this offering will be held in an interest-bearing account at JPMorgan Chase Bank, National
Association ("JPMorgan"), and will be subject to the terms of a depository agreement between us and JPMorgan, as depositary
agent (the "Depository Agreement"). The Depository Agreement will provide, among other things, that the funds deposited
with JPMorgan may only be released to us: (i) to satisfy our obligations under the Announcement Agreement and the Tender
Offer, (ii) if the Tender Offer is not completed pursuant to the terms of the Announcement Agreement, or (iii) if there are any
funds remaining after the satisfaction of our obligations under the Announcement Agreement pursuant to clause (i).
If we do not acquire at least 80% of Danisco's outstanding shares by October 31, 2011, or if we abandon the acquisition
of Danisco prior to such date, we must redeem the Notes at a redemption price equal to 101% of the aggregate principal
amount of the Notes, plus accrued and unpaid interest to the Special Mandatory Redemption Date. See "Description of the
Notes--Special Mandatory Redemption."
You should note that it is possible that the net proceeds from this offering may be released from the Depository
Agreement described above pursuant to clause (ii) of the second preceding paragraph at a time that we are not required to
make the Special Mandatory Redemption. Prior to October 31, 2011 we may choose not to or become unable to complete the
Tender Offer pursuant to the Announcement Agreement but nevertheless may pursue the acquisition of Danisco pursuant to
alternate means.
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