United states securities and exchange commission

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of E.I. du Pont de Nemours and Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated balance sheet of E.I. du Pont de Nemours and Company and its subsidiaries (Successor) (the “Company”) as of December 31, 2017, and the related consolidated statements of operations, comprehensive income, equity and cash flows for the period September 1, 2017 through December 31, 2017, including the related notes and financial statement schedule (collectively referred to as the “consolidated financial statements”) (not presented herein). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of their operations and their cash flows for the period September 1, 2017 through December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting (not presented herein). Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting (not presented herein), management has excluded the H&N Business from its assessment of internal control over financial reporting as of December 31, 2017 because it was acquired by the Company in a purchase business combination during 2017. We have also excluded the H&N Business from our audit of internal control over financial reporting. The H&N Business is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent less than two percent each of the related consolidated financial statement amounts as of December 31, 2017 and for the period September 1, 2017 through December 31, 2017.
Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 15, 2018

We have served as the Company’s auditor since 1954.

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DowDuPont Inc.

Consolidated Statements of Income

(In millions, except per share amounts) For the years ended Dec 31,	2017			2016			2015
Net sales	$	62,484		$	48,158		$	48,778
Cost of sales	50,414			37,640			37,745
Research and development expenses	2,110			1,584			1,598
Selling, general and administrative expenses	4,021			2,956			2,948
Amortization of intangibles	1,013			544			419
Restructuring, goodwill impairment and asset related charges - net	3,280			595			559
Integration and separation costs	1,101			349			23
Asbestos-related charge	—			1,113			—
Equity in earnings of nonconsolidated affiliates	764			442			674
Sundry income (expense) - net	966			1,452			4,716
Interest expense and amortization of debt discount	1,082			858			946
Income from continuing operations before income taxes	1,193			4,413			9,930
Provision (Credit) for income taxes on continuing operations	(476		)	9			2,147
Income from continuing operations, net of tax	1,669			4,404			7,783
Loss from discontinued operations, net of tax	(77		)	—			—
Net income	1,592			4,404			7,783
Net income attributable to noncontrolling interests	132			86			98
Net income attributable to DowDuPont Inc.	1,460			4,318			7,685
Preferred stock dividends	—			340			340
Net income available for DowDuPont Inc. common stockholders	$	1,460		$	3,978		$	7,345
Per common share data:
Earnings per common share from continuing operations - basic	$	0.97		$	3.57		$	6.45
Loss per common share from discontinued operations - basic	(0.05		)	—			—
Earnings per common share - basic	$	0.92		$	3.57		$	6.45
Earnings per common share from continuing operations - diluted	$	0.95		$	3.52		$	6.15
Loss per common share from discontinued operations - diluted	(0.04		)	—			—
Earnings per common share - diluted	$	0.91		$	3.52		$	6.15
Dividends declared per share of common stock	$	1.76		$	1.84		$	1.72
Weighted-average common shares outstanding - basic	1,579.8			1,108.1			1,130.1
Weighted-average common shares outstanding - diluted	1,598.1			1,123.2			1,241.4

See Notes to the Consolidated Financial Statements.
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DowDuPont Inc.

Consolidated Statements of Comprehensive Income

(In millions) For the years ended Dec 31,	2017			2016			2015
Net Income	$	1,592		$	4,404		$	7,783
Other comprehensive income (loss), net of tax
Unrealized losses on investments	(46		)	(4		)	(94		)
Cumulative translation adjustments	446			(644		)	(986		)
Pension and other postretirement benefit plans	466			(620		)	552
Derivative instruments	(16		)	113			(122		)
Total other comprehensive income (loss)	850			(1,155		)	(650		)
Comprehensive Income	2,442			3,249			7,133
Comprehensive income attributable to noncontrolling interests, net of tax	174			83			65
Comprehensive Income Attributable to DowDuPont Inc.	$	2,268		$	3,166		$	7,068

See Notes to the Consolidated Financial Statements.
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