Item 16. FORM 10-K SUMMARY

None.

DuPont de Nemours, Inc. Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

DUPONT DE NEMOURS, INC.

Registrant

Date: February 14, 2020

By:	/s/ MICHAEL G. GOSS
Name:	Michael G. Goss
Title:	Vice President and Controller
City:	Wilmington
State:	Delaware

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Signature		Title(s)		Date
	/s/ JEANMARIE F. DESMOND		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		February 14, 2020
	Jeanmarie F. Desmond
	/s/ MICHAEL G. GOSS		Vice President and Controller		February 14, 2020
	Michael G. Goss		(Principal Accounting Officer)

We, the undersigned directors and officers of DuPont de Nemours, Inc, hereby severally constitute Erik T. Hoover, Senior Vice President & General Counsel and Peter W. Hennessey, Associate General Counsel & Corporate Secretary, and each of them singly, as our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments or supplements to this Annual Report on Form 10-K and to cause same to be filed with the U.S. Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934.

	Signature		Title(s)		Date
	/s/ C. MARC DOYLE		Chief Executive Officer and Director		February 14, 2020
	C. Marc Doyle		(Principal Executive Officer)
	/s/ EDWARD D. BREEN		Executive Chairman and Director		February 14, 2020
	Edward D. Breen
	/s/ AMY G. BRADY		Director		February 14, 2020
	Amy G. Brady
	/s/ RUBY R. CHANDY		Director		February 14, 2020
	Ruby R. Chandy
	/s/ FRANKLIN K. CLYBURN JR.		Director		February 14, 2020
	Franklin K. Clyburn, Jr.
	/s/ TERRENCE R. CURTIN		Director		February 14, 2020
	Terrence R. Curtin
	/s/ ALEXANDER M. CUTLER		Director		February 14, 2020
	Alexander M. Cutler
	/s/ ELEUTHERE I. DU PONT		Director		February 14, 2020
	Eleuthère I. du Pont
	/s/ RAJIV L. GUPTA		Director		February 14, 2020
	Rajiv L. Gupta
	/s/ LUTHER C. KISSAM		Director		February 14, 2020
	Luther C. Kissam
	/s/ FREDERICK M. LOWERY		Director		February 14, 2020
	Frederick M. Lowery
	/s/ RAYMOND J. MILCHOVICH		Director		February 14, 2020
	Raymond J. Milchovich
	/s/ STEVEN M. STERIN		Director		February 14, 2020
	Steven M. Sterin

DuPont de Nemours, Inc.

Index to the Consolidated Financial Statements

	Page(s)
Consolidated Financial Statements:
Management's Reports on Responsibility for Financial Statements and Internal Control over Financial Reporting	F-2
Reports of Independent Registered Public Accounting Firms	F-3
Consolidated Statements of Operations for the years ended December 31, 2019, 2018, and 2017	F-9
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017	F-10
Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018	F-11
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017	F-12
Consolidated Statements of Equity for the years ended December 31, 2019, 2018, and 2017	F-13
Notes to the Consolidated Financial Statements	F-14

F-1

Management's Reports on Responsibility for Financial Statements and

Internal Control over Financial Reporting

Management's Report on Responsibility for Financial Statements

Management is responsible for the Consolidated Financial Statements and the other financial information contained in this Annual Report on Form 10-K. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are considered by management to present fairly the Company's financial position, results of operations and cash flows. The financial statements include some amounts that are based on management's best estimates and judgments. The financial statements have been audited by the Company's independent registered public accounting firms, PricewaterhouseCoopers LLP and Deloitte & Touche LLP. The purpose of their audit is to express an opinion as to whether the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company's financial position, results of operations and cash flows in conformity with GAAP. Their reports are presented on the following pages.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The 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 GAAP. The 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 authorization of management and directors of the Company; and

iii.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.

Internal control over financial reporting has certain inherent limitations which may not prevent or detect misstatements. In addition, changes in conditions and business practices may cause variation in the effectiveness of internal controls.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2019, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2019.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2019, as stated in their report, which is presented on the following pages.

/s/ C. MARC DOYLE		/s/ JEANMARIE F. DESMOND
C. Marc Doyle Chief Executive Officer		Jeanmarie F. Desmond Chief Financial Officer

February 14, 2020

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of DuPont de Nemours, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of DuPont de Nemours, Inc. and its subsidiaries (the “Company”) as of December 31, 2019, and the related consolidated statements of operations, comprehensive income, equity and cash flows for the year then ended, including the related notes and schedule of valuation and qualifying accounts for the year ended December 31, 2019 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2019, 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, based on our audit and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year then ended 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, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

We did not audit the financial statements of The Dow Chemical Company, which was a wholly owned subsidiary prior to the April 1, 2019 distribution discussed in Note 4, which statements reflect, for the period from January 1, 2019 to March 31, 2019, total net sales of $13,582 million (of which $1,604 million is included in continuing operations and $11,978 million is included in discontinued operations in the Company’s consolidated statement of operations) for the period then ended. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for The Dow Chemical Company for period from January 1, 2019 to March 31, 2019 is based solely on the report of the other auditors.

Change in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases and the manner in which it accounts for inventory in 2019.

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 the accompanying Management’s Report on Internal Control over Financial Reporting. 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 and the report of other auditors provide a reasonable basis for our opinions.

F-3

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.

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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill impairment assessments for certain reporting units

As described in Notes 1 and 14 to the consolidated financial statements, the Company’s consolidated goodwill balance was $33.2 billion as of December 31, 2019. Management conducts impairment tests for goodwill annually during the fourth quarter, or more frequently, if events or circumstances indicate the carrying value of goodwill may be impaired. In the second quarter, management recorded goodwill impairment charges of $933 million and $242 million related to the Industrial Biosciences reporting unit within the Nutrition & Biosciences segment and certain reporting units within the Non-Core segment, respectively. In addition, certain reporting units within the Electronics & Imaging and Non-Core segments had limited headroom between the estimated fair value and the carrying value of the reporting units. Goodwill impairment is identified by comparing the fair value of a reporting unit to its carrying value. Fair value of goodwill is estimated using a combination of a discounted cash flow model and/or market approach.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments for certain reporting units is a critical audit matter are (i) there was significant judgment by management when developing the fair value measurements of the reporting units, which in turn led to a high degree of auditor judgment, effort, and subjectivity in performing procedures and in evaluating audit evidence relating to the Company’s discounted cash flow and market approach models and significant assumptions, including the projected revenue, earnings before interest, depreciation and amortization (EBITDA) margins, the weighted average costs of capital, the terminal growth rates, and other market data, (ii) management recorded impairment charges for certain reporting units and certain other reporting units had limited headroom between the estimated fair value and carrying value of the reporting unit, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the determination of the fair value of the Company’s reporting units. These procedures also included, among others, evaluating the appropriateness of the models and reasonableness of the significant assumptions used by management in developing the fair value measurements, including the projected revenue, EBITDA margins, the weighted average costs of capital, the terminal growth rates, and other market data. Evaluating the reasonableness of assumptions related to projected revenue and EBITDA margins involved considering the current economic conditions and recent operating results and whether the assumptions used by management were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s discounted cash flow and market approach models and reasonableness of certain significant assumptions, including the weighted average costs of capital and terminal growth rates.

F-4

Tax-free determination of certain internal distributions and reorganizations and the distributions of Dow, Inc. and Corteva, Inc.

As described in Notes 1 and 4 to the consolidated financial statements, management has determined that certain internal distributions and reorganizations and the distributions of Dow, Inc. (Dow) on April 1, 2019, and Corteva, Inc. (Corteva) on June 1, 2019, qualified as tax-free transactions under the applicable sections of the Internal Revenue Code. As such, the Company is not required to pay corporate taxes on the transactions. The determination of the tax-free nature relating to certain internal distributions and reorganizations and the distributions of Dow and Corteva requires management to make judgments about the application of tax laws and regulations. As disclosed by management, the Internal Revenue Service could determine on audit that either, or both, of the distributions or certain internal reorganizations should be treated as taxable transactions, which would have a material adverse impact on the Company.

The principal considerations for our determination that performing procedures relating to the tax-free determination of certain internal distributions and reorganizations and the distributions of Dow and Corteva is a critical audit matter are (i) there was significant judgment made by management regarding the transactions and the application of tax laws and regulations in determining that certain internal distributions and reorganizations and the distributions of Dow and Corteva qualify for tax-free status, and (ii) the significant impact to the financial statements if the tax-free determinations were determined to be inappropriate by the Internal Revenue Service. This in turn led to a significant degree of auditor judgment and effort in performing procedures and in evaluating audit evidence relating to the tax-free determination of certain internal distributions and reorganizations and the distributions of Dow and Corteva. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the key judgments, including inputs and assumptions, relating to the determination of the tax-free nature of the transactions. These procedures also included, among others, (i) evaluating the information, including third party opinions, tax law, and other relevant evidence used by management to support management’s position that the transactions qualified for tax-free status, and (ii) evaluating certain internal distributions and reorganization transactions implemented prior to the distributions of Dow and Corteva and related tax consequences. Professionals with specialized skill and knowledge were used to assist in the evaluation of the transactions, related assumptions, and certain representations from management, as well as the application of relevant tax laws.

/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 14, 2020

We have served as the Company’s auditor since 2019.

F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of DuPont de Nemours, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of DuPont de Nemours, Inc. and subsidiaries (the "Company") as of December 31, 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the two years in the period ended December 31, 2018, and the related notes and the schedule listed in the Index at Item 15a(2) for the two years ended December 31, 2018 (collectively referred to as the "financial statements"). In our opinion, based on our audits and the report of the other auditors, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

We did not audit the consolidated financial statements of E. I. du Pont de Nemours and Company (“EID”), a wholly-owned subsidiary of the Company, which consolidated financial statements reflected total assets of $101,025 million as of December 31, 2018, and total revenues of $26,279 million for the year ended December 31, 2018 and $7,053 million for the period from August 31, 2017 (date of merger) to December 31, 2017. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for EID as of December 31, 2018 and for the period from August 31, 2017 (date of the merger) to December 31, 2017 and the year ended December 31, 2018, is based solely on the report of the other auditors.

Changes in Accounting Principles

As discussed in Note 1 to the financial statements, in the first quarter of 2018, the Company changed its method of accounting for revenue due to the adoption of Accounting Standards Codification Topic 606, Revenue From Contracts With Customers. As discussed in Note 1 and Note 11 to the financial statements, the accompanying financial statements have been retrospectively adjusted for a change in the method of accounting for inventory of the specialty products business from last-in, first-out to the average cost method.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the 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 audits 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 financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Midland, Michigan

February 11, 2019 (February 14, 2020 as to the change in method of accounting for inventory discussed in Notes 1 and 11, the effects of discontinued operations, common control transactions and the reverse stock split discussed in Note 1, and the change in reportable segments discussed in Note 24)

We began serving as the Company's auditor in 1905. In 2019 we became the predecessor auditor.

F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of The Dow Chemical Company

Opinion on the Financial Statements

We have audited the consolidated balance sheet of The Dow Chemical Company and subsidiaries (the "Company") as of March 31, 2019, the related consolidated statements of income, comprehensive income, equity, and cash flows, for the three-month period ended March 31, 2019, and the related notes (collectively referred to as the "financial statements") (not presented herein). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019, and the results of its operations and its cash flows for the three-month period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements 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 financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting for the three-month period ended March 31, 2019. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Midland, Michigan
February 14, 2020

We have served as the Company's auditor since 1905.

F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

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, 2018, and the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for the year ended December 31, 2018, and for the period from September 1, 2017 through December 31, 2017, including the related notes and schedule of valuation and qualifying accounts for the year ended December 31, 2018, and for the period from September 1, 2017 through December 31, 2017 appearing under Item 15 (collectively referred to as the “consolidated financial statements”) (not presented herein).

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year ended December 31, 2018, and for the period from September 1, 2017 through December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

We did not audit the combined financial statements of the Dow Agricultural Sciences Business, a business under common control of the Company, which statements reflect total assets of $7,773 million as of December 31, 2018, and total net sales of $5,646 million and $2,214 million for the year ended December 31, 2018 and for the period from September 1, 2017 to December 31, 2017, respectively. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for Dow Agricultural Sciences Business as of December 31, 2018, for the year ended December 31, 2018 and for the period from September 1, 2017 through December 31, 2017, is based solely on the report of other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. 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 audits of these consolidated financial statements 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.

Our audits 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 audits 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. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 14, 2020

We have served as the Company’s auditor since 1946.

F-8

DuPont de Nemours, Inc.

Consolidated Statements of Operations

(In millions, except for per share amounts) For the years ended December 31,	2019			2018			2017
Net sales	$	21,512		$	22,594		$	11,672
Cost of sales	14,056			15,302			9,558
Research and development expenses	955			1,070			657
Selling, general and administrative expenses	2,663			3,028			1,615
Amortization of intangibles	1,050			1,044			505
Restructuring and asset related charges - net	314			147			288
Goodwill impairment charges	1,175			—			—
Integration and separation costs	1,342			1,887			1,007
Equity in earnings of nonconsolidated affiliates	84			447			367
Sundry income (expense) - net	153			92			66
Interest expense	668			55			—
(Loss) Income from continuing operations before income taxes	(474		)	600			(1,525		)
Provision for (Benefit from) income taxes on continuing operations	140			195			(1,758		)
(Loss) Income from continuing operations, net of tax	(614		)	405			233
Income from discontinued operations, net of tax	1,214			3,595			1,058
Net income	600			4,000			1,291
Net income attributable to noncontrolling interests	102			155			132
Net income available for DuPont common stockholders	$	498		$	3,845		$	1,159
Per common share data:
(Loss) Earnings per common share from continuing operations - basic	$	(0.86	)	$	0.46		$	0.39
Earnings per common share from discontinued operations - basic	1.53			4.54			1.79
Earnings per common share - basic	$	0.67		$	4.99		$	2.18
(Loss) Earnings per common share from continuing operations - diluted	$	(0.86	)	$	0.45		$	0.38
Earnings per common share from discontinued operations - diluted	1.53			4.51			1.77
Earnings per common share - diluted	$	0.67		$	4.96		$	2.15
Weighted-average common shares outstanding - basic	746.3			767.0			526.6
Weighted-average common shares outstanding - diluted	746.3			771.8			532.7

See Notes to the Consolidated Financial Statements.

F-9

DuPont de Nemours, Inc.

Consolidated Statements of Comprehensive Income

(In millions) For the years ended December 31,	2019			2018			2017
Net income	$	600		$	4,000		$	1,291
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on investments	67			(67		)	(46		)
Cumulative translation adjustments	(464		)	(1,743		)	446
Pension and other post employment benefit plans	(65		)	(626		)	466
Derivative instruments	(58		)	51			(16		)
Total other comprehensive (loss) income	(520		)	(2,385		)	850
Comprehensive income	80			1,615			2,141
Comprehensive income attributable to noncontrolling interests, net of tax	112			118			174
Comprehensive income attributable to DuPont	$	(32	)	$	1,497		$	1,967

See Notes to the Consolidated Financial Statements.

F-10

DuPont de Nemours, Inc.

Consolidated Balance Sheets

(In millions, except share and per share amounts)	December 31, 2019			December 31, 2018
Assets
Current Assets
Cash and cash equivalents	$	1,540		$	8,548
Marketable securities	—			29
Accounts and notes receivable - net	3,802			3,391
Inventories	4,319			4,107
Other current assets	338			305
Assets of discontinued operations	—			110,275
Total current assets	9,999			126,655
Investments
Investments in nonconsolidated affiliates	1,204			1,745
Other investments	24			28
Noncurrent receivables	32			47
Total investments	1,260			1,820
Property
Property, plant and equipment	15,112			14,116
Less: Accumulated depreciation	4,969			4,199
Property, plant and equipment - net	10,143			9,917
Other Assets
Goodwill	33,151			34,496
Other intangible assets	13,593			14,655
Deferred income tax assets	236			178
Deferred charges and other assets	1,014			134
Total other assets	47,994			49,463
Total Assets	$	69,396		$	187,855
Liabilities and Equity
Current Liabilities
Short-term borrowings and finance lease obligations	$	3,830		$	15
Accounts payable	2,934			2,619
Income taxes payable	240			115
Accrued and other current liabilities	1,342			1,129
Liabilities of discontinued operations	—			69,434
Total current liabilities	8,346			73,312
Long-Term Debt	13,617			12,624
Other Noncurrent Liabilities
Deferred income tax liabilities	3,514			3,912
Pension and other post employment benefits - noncurrent	1,172			1,343
Other noncurrent obligations	1,191			764
Total other noncurrent liabilities	5,877			6,019
Total Liabilities	$	27,840		$	91,955
Commitments and contingent liabilities
Stockholders' Equity
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2019: 738,564,728 shares; 2018: 784,143,433 shares)	7			8
Additional paid-in capital	50,796			81,976
(Accumulated deficit) Retained earnings	(8,400		)	30,257
Accumulated other comprehensive loss	(1,416		)	(12,394		)
Unearned ESOP shares	—			(134		)
Treasury stock at cost (2019: 0 shares; 2018: 27,817,518 shares)	—			(5,421		)
Total DuPont stockholders' equity	40,987			94,292
Noncontrolling interests	569			1,608
Total equity	41,556			95,900
Total Liabilities and Equity	$	69,396		$	187,855

See Notes to the Consolidated Financial Statements.

F-11

DuPont de Nemours, Inc.

Consolidated Statements of Cash Flows

(In millions) For the years ended December 31,	2019			2018			2017
Operating Activities
Net income	$	600		$	4,000		$	1,291
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	3,195			5,918			3,969
Credit for deferred income tax and other tax related items	(768		)	(366		)	(2,131		)
Earnings of nonconsolidated affiliates less than dividends received	909			83			128
Net periodic pension (credit) benefit cost	(55		)	58			1,026
Pension contributions	(697		)	(2,964		)	(1,744		)
Net gain on sales of assets, businesses and investments	(149		)	(93		)	(1,172		)
Restructuring and asset related charges - net	588			1,105			1,789
Goodwill impairment charges	1,175			—			1,491
Amortization of merger-related inventory step-up	253			1,628			1,573
Other net loss	338			720			470
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable	(2,227		)	(1,611		)	(9,782		)
Inventories	387			(1,496		)	(1,818		)
Accounts payable	(1,049		)	201			2,631
Other assets and liabilities, net	(1,091		)	(2,452		)	1,514
Cash provided by (used for) operating activities	1,409			4,731			(765		)
Investing Activities
Capital expenditures	(2,472		)	(3,837		)	(3,570		)
Investment in gas field developments	(25		)	(114		)	(121		)
Purchases of previously leased assets	—			(26		)	(187		)
Proceeds from sales of property and businesses, net of cash divested	278			202			2,959
Acquisitions of property and businesses, net of cash acquired	(180		)	(20		)	50
Cash acquired in merger transaction	—			—			4,005
Investments in and loans to nonconsolidated affiliates	(1		)	(26		)	(754		)
Distributions and loan repayments from nonconsolidated affiliates	—			55			106
Proceeds from sale of ownership interests in nonconsolidated affiliates	21			4			64
Purchases of investments	(197		)	(2,787		)	(1,690		)
Proceeds from sales and maturities of investments	242			3,402			4,101
Proceeds from interests in trade accounts receivable conduits	—			657			9,462
Other investing activities, net	21			28			(100		)
Cash (used for) provided by investing activities	(2,313		)	(2,462		)	14,325
Financing Activities
Changes in short-term borrowings	2,735			223			(2,248		)
Proceeds from issuance of long-term debt	4,005			15,455			499
Payments on long-term debt	(6,900		)	(9,009		)	(663		)
Purchases of common stock	(2,329		)	(4,421		)	(1,000		)
Proceeds from issuance of Company stock	85			197			66
Proceeds from sale of common stock	—			—			453
Employee taxes paid for share-based payment arrangements	(84		)	(128		)	(99		)
Distributions to noncontrolling interests	(27		)	(195		)	(136		)
Dividends paid to stockholders	(1,611		)	(3,491		)	(3,394		)
Cash held by Dow and Corteva at the respective Distributions	(7,315		)	—			—
Debt extinguishment costs	(104		)	(555		)	—
Other financing activities, net	(5		)	6			(32		)
Cash used for financing activities	(11,550		)	(1,918		)	(6,554		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	9			(344		)	297
Cash reclassified as held for sale	—			—			88
Decrease in cash, cash equivalents and restricted cash	(12,445		)	7			7,391
Cash, cash equivalents and restricted cash from continuing operations, beginning of period	8,591			4,441			—
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period	5,431			9,574			6,624
Cash, cash equivalents and restricted cash at beginning of period	14,022			14,015			6,624
Cash, cash equivalents and restricted cash from continuing operations, end of period	1,577			8,591			4,441
Cash, cash equivalents and restricted cash from discontinued operations, end of period	—			5,431			9,574
Cash, cash equivalents and restricted cash at end of period	$	1,577		$	14,022		$	14,015
Supplemental cash flow information
Cash paid during the year for:
Interest, net of amounts capitalized	$	969		$	2,116		$	1,254
Income taxes	$	722		$	2,199		$	1,368

See Notes to the Consolidated Financial Statements.

F-12

DuPont de Nemours, Inc.

Consolidated Statements of Equity

In millions	Common Stock			Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comp Loss			Unearned ESOP			Treasury Stock			Non-controlling Interests			Total Equity
2017
Balance at January 1, 2017	$	1,036		$	6,333		$	30,359		$	(9,822	)	$	(239	)	$	(1,659	)	$	1,242		$	27,250
Net income	—			—			1,159			—			—			—			132			1,291
Other comprehensive income	—			—			—			850			—			—			42			892
Dividends ($5.28 per common share)	—			—			(2,558		)	—			—			—			—			(2,558		)
Common stock issued/sold	—			519			—			—			—			724			—			1,243
Stock-based compensation and allocation of ESOP shares	—			(332		)	—			—			50			—			—			(282		)
Distributions to non-controlling interests	—			—			—			—			—			—			(116		)	(116		)
Treasury stock purchased	—			—			—			—			—			(1,000		)	—			(1,000		)
Merger impact	(1,028		)	74,773												935			417			75,097
Other	—			(21		)	(29		)	—			—			—			(120		)	(170		)
Balance at December 31, 2017	$	8		$	81,272		$	28,931		$	(8,972	)	$	(189	)	$	(1,000	)	$	1,597		$	101,647
2018
Adoption of accounting standards	—			—			996			(1,037		)	—			—			—			(41		)
Net income	—			—			3,845			—			—			—			155			4,000
Other comprehensive loss	—			—			—			(2,385		)	—			—			(37		)	(2,422		)
Dividends ($4.56 per common share)	—			—			(3,491		)	—			—			—			—			(3,491		)
Common stock issued/sold	—			198			—			—			—			—			—			198
Stock-based compensation and allocation of ESOP shares	—			506			—			—			55			—			—			561
Distributions to non-controlling interests	—			—			—			—			—			—			(168		)	(168		)
Treasury stock purchased	—			—			—			—			—			(4,421		)	—			(4,421		)
Other	—			—			(24		)	—			—			—			61			37
Balance at December 31, 2018	$	8		$	81,976		$	30,257		$	(12,394	)	$	(134	)	$	(5,421	)	$	1,608		$	95,900
2019
Adoption of accounting standards	—			—			(111		)	—			—			—			—			(111		)
Net income	—			—			498			—			—			—			102			600
Other comprehensive (loss) income	—			—			—			(520		)	—			—			10			(510		)
Dividends ($2.16 per common share)	—			(446		)	(1,165		)	—			—			—			—			(1,611		)
Common stock issued/sold	—			85			—			—			—			—			—			85
Stock-based compensation and allocation of ESOP shares	—			194			(1		)	—			29			—			—			222
Distributions to non-controlling interests	—			—			—			—			—			—			(27		)	(27		)
Treasury stock purchased	—			—			—			—			—			(2,329		)	—			(2,329		)
Retirement of treasury stock	—			—			(7,750		)	—			—			7,750			—			—
Spin-off of Dow and Corteva	—			(31,010		)	(30,123		)	11,498			105						(1,124		)	(50,654		)
Other	(1		)	(3		)	(5		)	—			—			—			—			(9		)
Balance at December 31, 2019	$	7		$	50,796		$	(8,400	)	$	(1,416	)	$	—		$	—		$	569		$	41,556

See Notes to the Consolidated Financial Statements.

F-13

DuPont De Nemours, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Note		Page
1	Summary of Significant Accounting Policies	F-15
2	Recent Accounting Guidance	F-20
3	Business Combinations	F-22
4	Divestitures	F-24
5	Revenue	F-29
6	Restructuring and Asset Related Charges - Net	F-31
7	Supplementary Information	F-33
8	Income Taxes	F-34
9	Earnings Per Share Calculations	F-38
10	Accounts and Notes Receivable - Net	F-39
11	Inventories	F-39
12	Property, Plant and Equipment	F-40
13	Nonconsolidated Affiliates	F-41
14	Goodwill and Other Intangible Assets	F-43
15	Short-Term Borrowings, Long-Term Debt and Available Credit Facilities	F-45
16	Commitments and Contingent Liabilities	F-47
17	Leases	F-51
18	Stockholders' Equity	F-53
19	Noncontrolling Interests	F-56
20	Pension Plans and Other Post Employment Benefits	F-57
21	Stock-Based Compensation	F-66
22	Financial Instruments	F-74
23	Fair Value Measurements	F-76
24	Segments and Geographic Regions	F-78
25	Selected Quarterly Financial Data	F-83

F-14

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements of DuPont de Nemours, Inc. ("DuPont” or “the Company”) were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The significant accounting policies described below, together with the other notes that follow, are an integral part of the Consolidated Financial Statements.

Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("DWDP Merger Agreement"), The Dow Chemical Company ("Historical Dow") and E. I. du Pont de Nemours and Company ("Historical EID") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, Historical Dow and Historical EID became subsidiaries of DowDuPont (the "Merger"). Prior to the Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the DWDP Merger Agreement. For purposes of DowDuPont's financial statement presentation, Historical Dow was determined to be the accounting acquirer in the Merger and Historical EID's assets and liabilities are reflected at fair value as of the Merger Effectiveness Time. The financial statements of Historical Dow for periods prior to the Merger are considered to be the historical financial statements of the Company.

Except as otherwise indicated by the context, the term "Historical Dow" includes Historical Dow and its consolidated subsidiaries, "Historical EID" includes Historical EID and its consolidated subsidiaries, and "Dow Silicones" means Dow Silicones Corporation, a wholly owned subsidiary of Historical Dow.

Distributions

Effective as of 5:00 p.m. on April 1, 2019, the Company completed the separation of its materials science business into a separate and independent public company by way of a distribution of Dow Inc. (“Dow”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow’s common stock (the “Dow Common Stock”), to holders of the Company’s common stock (the “DowDuPont common stock”), as of the close of business on March 21, 2019 (the “Dow Distribution”).

Effective as of 12:01 a.m. on June 1, 2019, the Company completed the separation of its agriculture business into a separate and independent public company by way of a distribution of Corteva, Inc. (“Corteva”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Corteva’s common stock (the “Corteva Common Stock”), to holders of the Company’s common stock as of the close of business on May 24, 2019 (the “Corteva Distribution” and, together with the Dow Distribution, the “Distributions”).

Following the Corteva Distribution, DuPont holds the specialty products business as continuing operations. On June 1, 2019, DowDuPont changed its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." doing business as "DuPont." Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol "DD".

These Consolidated Financial Statements present the financial position of DuPont as of December 31, 2019 and 2018 and the results of operations of DuPont for the years ended December 31, 2019, 2018 and 2017 giving effect to the Distributions, with the historical financial results of Dow and Corteva reflected as discontinued operations. The sum of the individual earnings per share amounts from continuing operations and discontinued operations may not equal the total company earnings per share amounts due to rounding. The cash flows and comprehensive income related to Dow and Corteva have not been segregated and are included in the Consolidated Statements of Cash Flows and Consolidated Statements of Comprehensive Income, respectively, for all periods presented. Unless otherwise indicated, amounts or activity of Dow and Corteva are consistently included or excluded from the Notes to the Consolidated Financial Statements based on the respective financial statement line item.

On December 15, 2019, the Company entered into definitive agreements to separate and combine the Nutrition & Biosciences business segment (the "N&B Business") with International Flavors & Fragrances Inc. ("IFF") in a tax-efficient Reverse Morris Trust transaction, (the "Proposed N&B Transaction"). The transaction is expected to close by the end of the first quarter of 2021, subject to approval by IFF shareholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel. The financial results of the N&B Business are included in continuing operations for the periods presented.

The Consolidated Financial Statements include the accounts of the Company and subsidiaries in which a controlling interest is maintained. For those consolidated subsidiaries in which the Company's ownership is less than 100 percent, the outside stockholders' interests are shown as noncontrolling interests. Investments in affiliates over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method.

F-15

The Company is also involved with certain joint ventures accounted for under the equity method of accounting that are variable interest entities ("VIEs"). The Company is not the primary beneficiary, as the nature of the Company's involvement with the VIEs does not provide it the power to direct the VIEs significant activities. Future events may require these VIEs to be consolidated if the Company becomes the primary beneficiary. At December 31, 2019 and 2018, the maximum exposure to loss related to the nonconsolidated VIEs is not considered material to the Consolidated Financial Statements.

Use of Estimates in Financial Statement Preparation

The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s Consolidated Financial Statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates.

Reverse Stock Split

On June 1, 2019, immediately following the Corteva Distribution, the Company completed a 1-for-3 reverse stock split of DuPont's outstanding common stock (the "Reverse Stock Split") and as a result, DuPont common stockholders now hold one share of common stock of DuPont for every three shares held prior to the Reverse Stock Split. The authorized number of shares of common stock was reduced from 5,000,000,000 shares to 1,666,666,667 shares, par value remained $0.01 per share. Stockholders entitled to fractional shares as a result of the Reverse Stock Split received a cash payment in lieu of receiving fractional shares. All share and share-related information presented in these Consolidated Financial Statements have been retroactively adjusted in all periods presented to reflect the decreased number of shares resulting from the Reverse Stock Split. The retroactive adjustments resulted in the reclassification of $16 million from "Common stock" to "Additional paid-in capital" in the Consolidated Balance Sheets for all periods presented.

Leases

The Company adopted the Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)" in the first quarter of 2019. The Company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. Operating lease right-of-use ("ROU") assets are included in "Deferred charges and other assets" on the Consolidated Balance Sheets. Operating lease liabilities are included in "Accrued and other current liabilities" and "Other noncurrent obligations" on the Consolidated Balance Sheets. Finance lease ROU assets are included in "Property, plant and equipment - net" and the corresponding lease liabilities are included in "Short-term borrowings and finance lease obligations" and "Long-term debt" on the Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide the lessor's implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all asset classes. Additionally, for certain equipment leases, the portfolio approach is applied to account for the operating lease ROU assets and lease liabilities. In the Consolidated Statements of Operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term.

See Notes 2 and 17 for additional information regarding the Company's leases.

Cash and Cash Equivalents

Cash equivalents represent investments with maturities of three months or less from time of purchase. They are carried at cost plus accrued interest.

Restricted Cash

Restricted cash represents trust assets of $37 million and $43 million as of December 31, 2019 and 2018, respectively, and is included within "Other current assets" on the Consolidated Balance Sheets. See Note 7 for further information.

F-16

Marketable Securities

Marketable securities represent investments in fixed and floating rate financial instruments with maturities greater than three months and up to twelve months at time of purchase. Investments classified as held-to-maturity are recorded at amortized cost. The carrying value approximates fair value due to the short-term nature of the investments.

Fair Value Measurements

Under the accounting guidance for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Company uses the following valuation techniques to measure fair value for its assets and 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.

Foreign Currency Translation

The Company's worldwide operations utilize the U.S. dollar ("USD") or local currency as the functional currency, where applicable. The Company identifies its separate and distinct foreign entities and groups the foreign entities into two categories: 1) extension of the parent or foreign subsidiaries operating in a hyper-inflationary environment (USD functional currency) and 2) self-contained (local functional currency). If a foreign entity does not align with either category, factors are evaluated and a judgment is made to determine the functional currency.

For foreign entities where the USD is the functional currency, all foreign currency-denominated asset and liability amounts are re-measured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill and other intangible assets, which are re-measured at historical rates. Foreign currency income and expenses are re-measured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts re-measured at historical exchange rates. Exchange gains and losses arising from re-measurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.

For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are reported, net of their related tax effects, as a component of accumulated other comprehensive loss in equity. Assets and liabilities denominated in other than the local currency are re-measured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during the period.

The Company changes the functional currency of its separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.

Inventories

The Company's inventories are valued at the lower of cost or net realizable value. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead. Stores and supplies are valued at cost or net realizable value, whichever is lower; cost is generally determined by the average cost method.

Prior to the Corteva Distribution, the Company recorded inventory under the last-in, first-out ("LIFO"), first-in, first-out ("FIFO") and average cost methods. During the second quarter of 2019, effective after the Corteva Distribution, DuPont elected to change the method of accounting for inventories of the specialty products business recorded under the LIFO method to the average cost method. The effects of the change in accounting principle have been retrospectively applied to all prior periods presented. See Note 11 for more information regarding the change in inventory accounting method.

F-17

Approximately 17 percent and 83 percent of the Company's inventories were accounted for under the FIFO and the average cost methods, respectively, at both December 31, 2019 and December 31, 2018. Inventories accounted for under the FIFO method are primarily comprised of products with shorter shelf lives such as certain food-ingredients and enzymes. The Company establishes allowances for obsolescence of inventory based upon quality considerations and assumptions about future demand and market conditions.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. In connection with the Merger, the fair value of property, plant and equipment was determined using a market approach and a replacement cost approach. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. When assets are surrendered, retired, sold, or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed from the Consolidated Balance Sheets and included in determining gain or loss on such disposals.

Goodwill and Other Intangible Assets

The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value.

When testing goodwill for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. The Company determines fair values for each of the reporting units using a combination of the income approach and/or market approach. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Under the market approach, the Company selected peer sets based on close competitors and reviewed the EBIT/EBITDA multiples to determine the fair value. See Note 14 for further information on goodwill.

Indefinite-lived intangible assets are tested for impairment at least annually; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. Impairment exists when carrying value exceeds fair value. The Company's fair value methodology is primarily based on discounted cash flow techniques.

Definite-lived intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 1 to 26 years. The Company continually evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the Consolidated Balance Sheets.

Impairment and Disposals of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value of a long-lived asset group is considered impaired when the total projected undiscounted cash flows from the assets are separately identifiable and are less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The Company's fair value methodology is an estimate of fair market value which is made based on prices of similar assets or other valuation methodologies including present value techniques. Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value. Depreciation is recognized over the remaining useful life of the assets.

Derivative Instruments

Derivative instruments are reported in the Consolidated Balance Sheets at their fair values. The Company utilizes derivatives to manage exposures to foreign currency exchange rates and commodity prices. Changes in the fair values of derivative instruments that are not designated as hedges are recorded in current period earnings. For derivative instruments designated as cash flow hedges, the gain or loss is reported in "Accumulated other comprehensive loss" ("AOCL") until it is cleared to earnings during the same period in which the hedged item affects earnings.

F-18

In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the maturation of the hedged transaction, the net gain or loss in AOCL generally remains in AOCL until the item that was hedged affects earnings. If a hedged transaction matures, or is sold, extinguished, or terminated prior to the maturity of a derivative designated as a hedge of such transaction, gains or losses associated with the derivative through the date the transaction matured are included in the measurement of the hedged transaction and the derivative is reclassified as for trading purposes. Derivatives designated as hedges of anticipated transactions are reclassified as for trading purposes if the anticipated transaction is no longer probable.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the Consolidated Balance Sheets in "Accrued and other current liabilities" and "Other noncurrent obligations" at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the Consolidated Balance Sheets as "Accounts and notes receivable - net."

Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.

Revenue Recognition

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 5 for additional information on revenue recognition.

Cost of Sales

Cost of sales primarily includes the cost of manufacture and delivery, ingredients or raw materials, direct salaries, wages and benefits and overhead, non-capitalizable costs associated with capital projects and other operational expenses. No amortization of intangibles is included within costs of sales.

Research and Development

Research and development costs are expensed as incurred. Research and development expense includes costs (primarily consisting of employee costs, materials, contract services, research agreements, and other external spend) relating to the discovery and development of new products, enhancement of existing products and regulatory approval of new and existing products.

Selling, General and Administrative Expenses

Selling, general and administrative expenses primarily include selling and marketing expenses, commissions, functional costs, and business management expenses.

Integration and Separation Costs

Integration and separation costs includes costs incurred to prepare for and close the Merger, post-Merger integration expenses, the Distributions, and beginning in the fourth quarter of 2019, the intended separation of the Nutrition & Biosciences business. These costs primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees associated with preparation and execution of these activities.

Litigation

Accruals for legal matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Legal costs, such as outside counsel fees and expenses, are charged to expense in the period incurred.

F-19

Severance Costs

Severance benefits are provided to employees under the Company's ongoing benefit arrangements. Severance costs are accrued when management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. The current portion of uncertain income tax positions is included in income taxes payable and the long-term portion is included in other noncurrent obligations in the Consolidated Balance Sheets.

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), and associated ASUs related to Topic 842, which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance requires that a lessee recognize assets and liabilities for leases, and recognition, presentation and measurement in the financial statements depends on whether the lease is classified as a finance or operating lease. In addition, the new guidance requires disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. Lessor accounting remains largely unchanged from previous U.S. GAAP but does contain some targeted improvements to align with the new revenue recognition guidance, referred to as "Topic 606," issued in 2014.

The Company adopted the new standard in the first quarter of 2019, which allows for a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial adoption. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statement as its date of initial application. The Company has elected to apply the transition requirements at the January 1, 2019 effective date rather than at the beginning of the earliest comparative period presented. This approach allows for a cumulative effect adjustment in the period of adoption, and prior periods are not restated and continue to be reported in accordance with historic accounting under ASC 840 (Leases). In addition, the Company has elected the package of practical expedients permitted under the transition guidance within the new standard which does not require reassessment of prior conclusions related to contracts containing a lease, lease classification and initial direct lease costs. As an accounting policy election, the Company chose to not apply the standard to certain existing land easements, excluded short-term leases (term of 12 months or less) from the balance sheet and accounts for nonlease and lease components in a contract as a single component for all asset classes. The following table summarizes the impact of adoption to the Consolidated Balance Sheet:

F-20

Summary of Changes to the Consolidated Balance Sheet	As Reported Dec 31, 2018 1			Effect of Adoption of ASU 2016-02			Updated Jan 1, 2019
In millions
Assets
Deferred charges and other assets	$	134		$	584		$	718
Total other assets	$	49,463		$	584		$	50,047
Assets of discontinued operations	$	110,275		$	2,787		$	113,062
Total Assets	$	187,855		$	3,371		$	191,226
Liabilities
Accrued and other current liabilities	$	1,129		$	156		$	1,285
Total current liabilities	$	73,312		$	156		$	73,468
Other noncurrent obligations	$	764		$	428		$	1,192
Total other noncurrent liabilities	$	6,019		$	428		$	6,447
Liabilities of discontinued operations	$	69,434		$	2,715		$	72,149
Total Liabilities	$	91,955		$	3,299		$	95,254
Stockholders' Equity
Retained earnings 2	$	30,257		$	72		$	30,329
DuPont's stockholders' equity	$	94,292		$	72		$	94,364
Total equity	$	95,900		$	72		$	95,972
Total Liabilities and Equity	$	187,855		$	3,371		$	191,226

1.	The as reported December 31, 2018 information has been updated to reflect the impact of the reverse stock split and the change in accounting policy discussed in Note 1.

2.	The net impact to retained earnings was primarily a result of the recognition of a deferred gain associated with a prior sale-leaseback transaction.

The adoption of the new guidance did not have a material impact on the Company's Consolidated Statement of Operations and had no impact on the Consolidated Statement of Cash Flows.

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20), Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. This amendment modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include the amounts in "Accumulated Other Comprehensive Income" expected to be recognized in net periodic benefit costs over the next fiscal year and the effects of a one-percentage-point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for postretirement health care benefits. New disclosures include the interest crediting rates for cash balance plans, and an explanation of significant gains and losses related to changes in benefit obligations. The new standard is effective for fiscal years beginning after December 15, 2020, and must be applied retrospectively for all periods presented. Early adoption is permitted. The Company early adopted the new guidance in the fourth quarter of 2019, and adoption did not have a material impact on the Consolidated Financial Statements.

Accounting Guidance Issued But Not Adopted at December 31, 2019

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and associated ASUs related to Topic 326. The new guidance introduces the current expected credit loss (“CECL”) model, which requires organizations to record an allowance for credit losses for certain financial instruments and financial assets, including trade receivables, based on expected losses rather than incurred losses. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption is permitted.

The Company has a cross-functional team in place to evaluate and implement the new guidance and the Company has substantially completed the implementation of the standard to be in compliance with accounting and reporting requirements. The team continues to review existing financial instruments and update business processes and controls related to the new guidance for credit losses. Collectively, these activities are expected to facilitate the Company's ability to meet the new accounting and disclosure requirements upon adoption in the first quarter of 2020.

The ASU requires a modified retrospective transition approach, applying the new standards cumulative-effect adjustment as of the beginning of the first reporting period in which the guidance is effective. Therefore, this cumulative-effect will be reflected as of January 1, 2020 and prior periods will not be restated. The Company is finalizing the evaluation of the January 1, 2020 impact and estimates that the impact to the Company’s Consolidated Balance Sheet will not be material. The impact to the Company's Consolidated Statements of Operations and Consolidated Statement of Cash Flows is expected not to be material.

F-21

NOTE 3 - BUSINESS COMBINATIONS

Merger of Equals of Historical Dow and Historical EID

At the effective time of the Merger, each share of common stock, par value $2.50 per share, of Historical Dow ("Historical Dow Common Stock") (excluding any shares of Historical Dow Common Stock that were held in treasury immediately prior to the effective time of the Merger, which were automatically canceled and retired for no consideration) was converted into the right to receive one fully paid and non-assessable share of common stock, par value $0.01 per share, of DowDuPont ("DowDuPont Common Stock"). Upon completion of the Merger, (i) each share of common stock, par value $0.30 per share, of Historical EID (“Historical EID Common Stock”) (excluding any shares of Historical EID Common Stock that were held in treasury immediately prior to the effective time of the Merger, which were automatically canceled and retired for no consideration) was converted into the right to receive 1.2820 fully paid and non-assessable shares of DowDuPont Common Stock, in addition to cash in lieu of any fractional shares of DowDuPont Common Stock, and (ii) each share of Historical EID Preferred Stock $4.50 Series and Historical EID Preferred Stock $3.50 Series (collectively, the “Historical EID Preferred Stock”) issued and outstanding immediately prior to the effective time of the Merger remains issued and outstanding and was unaffected by the Merger. The Historical EID Preferred Stock was separated from the Company at the time of the Corteva Distribution.

As provided in the DWDP Merger Agreement, at the effective time of the Merger, Historical Dow stock options and other equity awards were generally automatically converted into stock options and equity awards with respect to DowDuPont Common Stock and Historical EID stock options and other equity awards, after giving effect to the exchange ratio, were converted into stock options and equity awards with respect to DowDuPont Common Stock, and otherwise generally on the same terms and conditions under the applicable plans and award agreements immediately prior to the effective time of the Merger. See Notes 18 and 21 for additional information.

Allocation of Purchase Price

Based on an evaluation of the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"), Historical Dow was determined to be the accounting acquirer in the Merger. DowDuPont applied the acquisition method of accounting with respect to the assets and liabilities of Historical EID, which were measured at fair value as of the date of the Merger.

Historical EID's assets and liabilities were measured at estimated fair values at August 31, 2017, primarily using Level 3 inputs. Estimates of fair value represent management's best estimate and require a complex series of judgments about future events and uncertainties. Third-party valuation specialists were engaged to assist in the valuation of these assets and liabilities.

At the time of the Merger, the total fair value of consideration transferred was $74,680 million. Total consideration is comprised of the equity value of the DowDuPont shares at August 31, 2017, that were issued in exchange for Historical EID shares, the cash value for fractional shares, and the portion of Historical EID's share awards and share options earned at August 31, 2017. Share awards and share options converted to DowDuPont equity instruments, but not vested, were $144 million at August 31, 2017, which was expensed over the remaining future vesting period.

The following table provides "Net sales" and "Loss from continuing operations before income taxes" related to Historical EID's specialty products business which are included in the Company's continuing operations results for the period September 1 through December 31, 2017. Included in the results from Historical EID was $92 million of "Restructuring and asset related charges - net", $1,320 million that was recognized in "Cost of sales" as inventory was sold related to the fair value step-up of inventories and $220 million of "Integration and separation costs" in the Consolidated Statement of Operations.

Historical EID Results of Continuing Operations	September 1 -
In millions	December 31, 2017
Net sales	$	4,911
Loss from continuing operations before income taxes	$	1,155

Unaudited Supplemental Pro Forma Information

The unaudited pro forma results presented below were prepared pursuant to the requirements of ASC 805 and give effect to the Merger as if it had been consummated on January 1, 2016. The pro forma results do not necessarily represent what the revenue or results of operations would have been had the Merger been completed on January 1, 2016, are not intended to be a projection of future operating results and do not reflect synergies that might be achieved by the Company. In addition, amounts below have been revised to give effect to the discontinued operations of Dow and Corteva.

F-22

The pro forma results include adjustments for the purchase accounting impact (including, but not limited to, depreciation and amortization associated with the acquired tangible and intangible assets, amortization of the fair value adjustment to investment in nonconsolidated affiliates, and reduction of interest expense related to the fair value adjustment to long-term debt, along with the related tax impacts), the alignment of accounting policies, and the elimination of transactions between Historical Dow and Historical EID. Costs incurred to prepare for the Merger have been excluded from the 2017 pro forma results presented below based on an assumption they were incurred in 2016. The costs incurred related to integration and to prepare for the Distributions are reflected in the pro forma results. In addition, the Company incurred an after-tax charge of $1,038 million in 2017 related to the fair value step-up of inventories acquired and sold. The 2017 pro forma results were adjusted to exclude this charge based on an assumption the charge was incurred in 2016.

The unaudited pro forma results for all periods presented below exclude the results of operations of the businesses reflected as discontinued operations.

DuPont Pro Forma Results of Operations	2017
In millions (except share amounts)
Net sales	$	21,000
Income from continuing operations, net of tax	$	1,772
Earnings per common share from continuing operations - basic	$	2.23
Earnings per common share from continuing operations - diluted	$	2.21

Acquisition of H&N Business

On March 31, 2017, Historical EID entered into a definitive agreement (the "FMC Transaction Agreement") with FMC Corporation ("FMC") for FMC to acquire the assets related to Historical EID's crop protection business and research and development ("R&D") organization (the "Divested Ag Business") that Historical EID was required to divest in order to obtain European Commission ("EC") approval of the Merger Transaction. In addition, under the FMC Transaction Agreement, Historical EID agreed to acquire certain assets relating to FMC’s Health and Nutrition segment, excluding its Omega-3 products (the "H&N Business") (the sale of the Divested Ag Business and acquisition of the H&N Business referred to collectively as the "FMC Transactions"). See Note 4 for further discussion of the Divested Ag Business.

On November 1, 2017, Historical EID completed the FMC Transactions through the acquisition of the H&N Business and the divestiture of the Divested Ag Business. The acquisition was integrated into Nutrition & Biosciences to enhance the Company’s position as a leading provider of sustainable, bio-based food ingredients and allow for expanded capabilities in the pharma excipients space. Historical EID accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date. Total consideration of the H&N Business was $1,970 million.

The Company evaluated the disclosure requirements under ASC 805 and determined the H&N Business was not considered a material business combination for purposes of disclosing the revenue and earnings of the H&N Business since the date of acquisition or supplemental pro forma information.

2019 Acquisitions

During the fourth quarter of 2019, DuPont completed acquisitions of the following, all within the Safety & Construction segment:

•	inge GmbH, an ultrafiltration membrane business from BASF,

•	Memcor, the ultrafiltration and membrane bioreactor technologies division from Evoqua Water Technologies Corp.,

•	OxyMem Limited, a company that develops and produces Membrane Aerated Biofilm Reactor technology.

The aggregate purchase price of the above acquisitions was approximately $175 million and was primarily allocated to goodwill, other intangibles and property, plant and equipment.

F-23

NOTE 4 - DIVESTITURES

Separation Agreements

In connection with the Dow Distribution and the Corteva Distribution, the Company has entered into certain agreements that, among other things, effect the separations, provide for the allocation of assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among DuPont, Dow, and Corteva (together, the “Parties” and each a “Party”), and provide a framework for DuPont’s relationship with Dow and Corteva following the Distributions. Effective April 1, 2019, the Parties entered into the following agreements:

•

Separation and Distribution Agreement - The Parties entered into an agreement that sets forth, among other things, the agreements among the Parties regarding the principal transactions necessary to effect the Distributions. It also sets forth other agreements that govern certain aspects of the Parties’ ongoing relationships after the completion of the Distributions (the "Separation and Distribution Agreement").

•	Tax Matters Agreement - The Parties entered into an agreement that governs their respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

•	Employee Matters Agreement - The Parties entered into an agreement that identifies employees and employee-related liabilities (and attributable assets) to be allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments will occur.

•

Intellectual Property Cross-License Agreement - DuPont entered into an Intellectual Property Cross-License Agreement with Dow (the “DuPont-Dow IP Cross-License Agreement”). The DuPont-Dow IP Cross-License Agreement sets forth the terms and conditions under which the applicable Parties may use in their respective businesses, following each of the Distributions, certain know-how (including trade secrets), copyrights, software, and certain patents and standards, allocated to another Party pursuant to the Separation and Distribution Agreement.

In addition to the agreements above, DuPont has entered into certain various supply agreements with Dow. These agreements provide for different pricing than the historical intercompany and intracompany practices prior to the Distributions.

Effective June 1, 2019, in connection with the Corteva Distribution, DuPont and Corteva entered into the following agreements:

•

Intellectual Property Cross-License Agreement - DuPont and Corteva entered into an Intellectual Property Cross-License Agreement (the “DuPont-Corteva IP Cross-License Agreement”). The DuPont-Corteva IP Cross-License Agreement sets forth the terms and conditions under which the applicable parties may use in their respective businesses, following the Corteva Distribution, certain know-how (including trade secrets), copyrights, software, and certain patents and standards, allocated to another Party pursuant to the Separation and Distribution Agreement.

•

Letter Agreement - The Company entered into a letter agreement (the "Letter Agreement") with Corteva that sets forth certain additional terms and conditions related to the Corteva Distribution, including certain limitations on DuPont’s and Corteva's ability to transfer certain businesses and assets to third parties without assigning certain of such Party’s indemnification obligations under the Separation and Distribution Agreement to the other Party to the transferee of such businesses and assets or meeting certain other alternative conditions. The Letter Agreement further outlines the allocation between DuPont and Corteva of liabilities associated with certain legal and environmental matters, including liabilities associated with discontinued and/or divested operations and businesses of Historical EID. See Note 16 for more information regarding the allocation.

•

Amended and Restated Tax Matters Agreement - The Parties entered into an amendment and restatement of the Tax Matters Agreement, between DuPont, Corteva and Dow, effective as of April 1, 2019 (as so amended and restated, the “Amended and Restated Tax Matters Agreement”). The Amended and Restated Tax Matters Agreement governs the Parties’ rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. The Parties amended and restated the Tax Matters Agreement in connection with the Corteva Distribution in order to allocate between DuPont and Corteva certain rights and obligations of the Company provided in the original form of the Tax Matters Agreement. See Note 8 for additional information on the Tax Matters Agreement and the Amended and Restated Tax Matters Agreement.

Management has determined that certain internal distributions and reorganizations, and the distributions of Dow on April 1, 2019, and of Corteva on June 1, 2019, qualified as tax-free transactions under the applicable sections of the Internal Revenue Code. If the completed distribution of Corteva or Dow, in each case, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject, under the Tax Matters Agreement, to significant tax and indemnification liability. To the extent that the Company is responsible for any liability under

F-24

the Amended and Restated Tax Matters Agreement there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.

Materials Science Division

On April 1, 2019, DowDuPont completed the separation of its Materials Science businesses, including the businesses and operations that comprised the Company's former Performance Materials & Coating, Industrial Intermediates & Infrastructure and the Packaging & Specialty Plastics segments, (the "Materials Science Division") through the consummation of the Dow Distribution.

On April 1, 2019, prior to the Dow Distribution, the Company contributed $2,024 million in cash to Dow.

The results of operations of the Materials Science Division are presented as discontinued operations as summarized below:

In millions	2019			2018			2017
Net sales	$	10,867		$	49,224		$	43,449
Cost of sales	8,917			40,187			35,434
Research and development expenses	163			670			669
Selling, general and administrative expenses	329			1,304			1,322
Amortization of intangibles	116			469			400
Restructuring and asset related charges - net	157			219			1,249
Goodwill impairment charges	—			—			1,491
Integration and separation costs	44			135			31
Equity in earnings of nonconsolidated affiliates	(13		)	554			394
Sundry income (expense) - net	48			242			28
Interest expense	240			1,062			915
Income from discontinued operations before income taxes	936			5,974			2,360
Provision for income taxes on discontinued operations	207			1,490			1,250
Income from discontinued operations, net of tax	729			4,484			1,110
Income from discontinued operations attributable to noncontrolling interests, net of tax	37			102			101
Income from discontinued operations attributable to DuPont stockholders, net of tax	$	692		$	4,382		$	1,009

The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the Materials Science Division:

In millions	2019			2018			2017
Depreciation and amortization	$	744		$	2,835		$	2,489
Capital expenditures	$	597		$	2,062		$	2,750

F-25

The carrying amount of major classes of assets and liabilities classified that were included in discontinued operations at December 31, 2018 related to the Material Science Division consist of the following:

	December 31, 2018
In millions
Assets
Cash and cash equivalents	$	2,723
Marketable securities	100
Accounts and notes receivable - net	8,839
Inventories	6,891
Other current assets	722
Investment in nonconsolidated affiliates	3,321
Other investments	2,646
Noncurrent receivables	358
Property, plant, and equipment - net	21,418
Goodwill	9,845
Other intangible assets - net	4,225
Deferred income tax assets	2,197
Deferred charges and other assets	742
Total assets of discontinued operations	$	64,027
Liabilities
Short-term borrowings and finance lease obligations	$	636
Accounts payable	6,867
Income taxes payable	557
Accrued and other current liabilities	2,931
Long-Term Debt	19,254
Deferred income tax liabilities	917
Pension and other post employment benefits - noncurrent	8,929
Asbestos-related liabilities - noncurrent	1,142
Other noncurrent obligations	4,706
Total liabilities of discontinued operations	$	45,939

F-26

Agriculture Division

On June 1, 2019, the Company completed the separation of its Agriculture business, including the businesses and operations that comprised the Company's former Agriculture segment (the "Agriculture Division"), through the consummation of the Corteva Distribution.

In 2019, prior to the distribution of Corteva, the Company contributed $7,139 million in cash to Corteva, a portion of which was used to retire indebtedness of Historical EID.

The results of operations of the Agriculture Division are presented as discontinued operations as summarized below:

In millions	2019			2018			2017
Net sales	$	7,144		$	14,159		$	7,363
Cost of sales	4,218			9,838			5,199
Research and development expenses	470			1,320			815
Selling, general and administrative expenses	1,294			2,377			1,127
Amortization of intangibles	176			390			108
Restructuring and asset related charges - net	117			739			252
Integration and separation costs	430			441			63
Equity in earnings of nonconsolidated affiliates	(4		)	—			3
Sundry income (expense) - net	40			258			323
Interest expense	91			387			167
Income from discontinued operations before income taxes	384			(1,075		)	(42		)
Provision for income taxes on discontinued operations	62			(191		)	(67		)
Income from discontinued operations, net of tax	$	322		$	(884	)	$	25
Income from discontinued operations attributable to noncontrolling interests, net of tax	35			14			15
Income from discontinued operations attributable to DuPont stockholders, net of tax	$	287		$	(898	)	$	10

Restructuring Charges related to the Agriculture Division

Restructuring charges associated with the Agriculture Division were designed to integrate and optimize the organization following the Merger and in preparation for the Distributions. The complete DowDuPont Agriculture Division Restructuring Program is included in the results of operations of the Agriculture Division within discontinued operations, as well as restructuring charges related to the DowDuPont Cost Synergy Program related to the Agriculture Division.

The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the Agriculture Division:

In millions	2019			2018			2017
Depreciation and amortization	$	385		$	913		$	420
Capital expenditures	$	383		$	531		$	269

F-27

The carrying amount of major classes of assets and liabilities classified that were included in discontinued operations at December 31, 2018 related to the Agriculture Division consist of the following:

	December 31, 2018
In millions
Assets
Cash and cash equivalents	$	2,211
Marketable securities	5
Accounts and notes receivable - net	5,109
Inventories	5,259
Other current assets	1,000
Investment in nonconsolidated affiliates	138
Other investments	27
Noncurrent receivables	72
Property, plant and equipment - net	4,543
Goodwill	14,691
Other intangible assets - net	12,055
Deferred income tax assets 1	(651		)
Deferred charges and other assets	1,789
Total assets of discontinued operations	$	46,248
Liabilities
Short-term borrowings and finance lease obligations	$	2,151
Accounts payable	3,627
Income taxes payable	185
Accrued and other current liabilities	3,883
Long-Term Debt	5,784
Deferred income tax liabilities	520
Pension and other post employment benefits - noncurrent	5,637
Other noncurrent obligations	1,708
Total liabilities of discontinued operations	$	23,495

1. Amounts include a deferred tax jurisdictional netting adjustment of $975 million which was required to properly reflect the impact of the dispositions on the continuing operations balance sheet.

Indemnifications

In connection with the Distributions, Dow and Corteva indemnify the Company against, and DuPont indemnifies both Dow and Corteva against certain litigation, environmental, income taxes, workers' compensation and other liabilities that arose prior to the Distributions. The term of this indemnification is indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. At December 31, 2019, the indemnified assets were $133 million within "Accounts and notes receivable - net" and $146 million within "Deferred charges and other assets" and the indemnified liabilities were $77 million within "Accrued and other current liabilities" and $97 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

For additional information regarding treatment of litigation and environmental related matters under the Separation and Distribution Agreement and the Letter Agreement refer to Note 16.

Other Discontinued Operations Activity

For the year ended December 31, 2019, the Company recorded "Income from discontinued operations, net of tax" in the Company's Consolidated Statements of Operations of $86 million related to the adjustment of certain unrecognized tax benefits for positions taken on items from prior years from previously divested businesses and $80 million related to changes in accruals for certain prior year tax positions related to the divested crop protection business and research and development assets of Historical EID.

DuPont Sustainable Solutions Sale

In the third quarter of 2019, the Company completed the sale of its Sustainable Solutions business unit, a part of the Non-Core segment, to Gyrus Capital. The sale resulted in a pre-tax gain of $28 million ($22 million net of tax). The gain was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations for the year ended December 31, 2019.

F-28

Historical EID Merger Remedy - Divested Ag Business

On November 1, 2017, Historical EID completed the FMC Transactions through the disposition of the Divested Ag Business and the acquisition of the H&N Business. The sale of the Divested Ag Business met the criteria for discontinued operations and as such, earnings were included within "Income from discontinued operations, net of tax" in periods subsequent to the Merger. Refer to Note 3 for further information on the H&N Business.

The results of operations of Historical EID's Divested Ag Business were presented as discontinued operations as summarized below, representing activity subsequent to the Merger:

Results of Operations of Historical EID's Divested Ag Business	Period Ended
In millions	September 1 - December 31, 2017 1
Net sales	$	199
Cost of sales	194
Research and development expenses	30
Selling, general and administrative expenses 2	102
Restructuring and asset related charges - net	(1		)
Sundry income (expense) - net	(1		)
Income (loss) from discontinued operations before income taxes	$	(127	)
Benefit from income taxes on discontinued operations	(50		)
Income (loss) from discontinued operations, net of tax	$	(77	)

1.	The Divested Ag Business was disposed of on November 1, 2017.

2.	Includes $44 million of transaction costs associated with the disposal of the Divested Ag Business.

Integration and Separation Costs

Integration and separation costs for continuing operations to date primarily have consisted of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of activities related to the Merger, the Distributions, and beginning in the fourth quarter of 2019, the intended separation of the Nutrition & Biosciences business. The Company expects costs associated with the intended separation of the Nutrition & Biosciences business to be significant; however, the Company is unable to estimate such costs because there are many factors that could affect the amount and timing of these expenses.

These costs are recorded within "Integration and separation costs" within the Consolidated Statements of Operations.

(In millions) For the years ended December 31,	2019			2018			2017
Integration and separation costs	$	1,342		$	1,887		$	1,007

NOTE 5 - REVENUE

Revenue Recognition

Products

Substantially all of DuPont's revenue is derived from product sales. Product sales consist of sales of DuPont's products to supply manufacturers and distributors. DuPont considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.

Revenue from product sales is recognized when the customer obtains control of the Company’s product, which occurs at a point in time, usually upon shipment, with payment terms typically in the range of 30 to 60 days after invoicing depending on business and geographic region. The Company elected the practical expedient to not adjust the amount of consideration for the effects of a significant financing component for all instances in which the period between payment and transfer of the goods will be one year or less. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company elected to use the practical expedient to expense cash and non-cash sales incentives as the amortization period for the costs to obtain the contract would have been one year or less.

F-29

The transaction price includes estimates for reductions in revenue from customer rebates and rights of return on product sales. These amounts are estimated based upon the most likely amount of consideration to which the customer will be entitled. All estimates are based on historical experience, anticipated performance, and the Company’s best judgment at the time to the extent it is probable, that a significant reversal of revenue recognized will not occur. All estimates for variable consideration are reassessed periodically.

For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. Refer to Note 24 for the breakout of net sales by geographic region.

On June 1, 2019, the Company realigned certain businesses resulting in changes to its management and reporting structure, including the creation of a new Non-Core segment ("Second Quarter Segment Realignment") (refer to Note 24 for additional details). In conjunction with the Second Quarter Segment Realignment, DuPont made the following changes to its major product lines:

•	Realigned its product lines within Nutrition & Biosciences as Food & Beverage, Health & Biosciences, and Pharma Solutions;

•	Renamed its product lines within Transportation & Industrial (formerly known as Transportation & Advanced Polymers) as Mobility Solutions, Healthcare & Specialty, and Industrial & Consumer (formerly known as Engineering Polymers, Performance Solutions, and Performance Resins, respectively); and

•	Realigned and renamed its product lines within Safety & Construction as Safety Solutions, Shelter Solutions, and Water Solutions.

On October 1, 2019, Electronics & Imaging realigned its product lines as Image Solutions, Interconnect Solutions and Semiconductor Technologies.

Net Trade Revenue by Segment and Business or Major Product Line	2019			2018
In millions
Image Solutions	$	622		$	629
Interconnect Solutions	1,187			1,174
Semiconductor Technologies	1,745			1,832
Electronics & Imaging	$	3,554		$	3,635
Food & Beverage	$	2,945		$	2,987
Health & Biosciences	2,317			2,405
Pharma Solutions	814			824
Nutrition & Biosciences	$	6,076		$	6,216
Healthcare & Specialty	$	1,492		$	1,581
Industrial & Consumer	1,138			1,309
Mobility Solutions	2,320			2,532
Transportation & Industrial	$	4,950		$	5,422
Safety Solutions	$	2,549		$	2,483
Shelter Solutions	1,535			1,796
Water Solutions	1,117			1,015
Safety & Construction	$	5,201		$	5,294
Biomaterials	$	211		$	284
Clean Technologies	278			301
DuPont Teijin Films	172			198
Photovoltaic & Advanced Materials	962			1,085
Sustainable Solutions 1	108			159
Non-Core	$	1,731		$	2,027
Total	$	21,512		$	22,594

1.	The Sustainable Solutions business was divested in third quarter of 2019. Refer to Note 4 for additional information.

F-30

Contract Balances

From time to time, the Company enters into arrangements in which it receives payments from customers based upon contractual billing schedules. The Company records accounts receivables when the right to consideration becomes unconditional. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers. The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.

Revenue recognized for the years ended December 31, 2019 and 2018 from amounts included in contract liabilities at the beginning of the period was $40 million and $37 million, respectively. The amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was insignificant. The Company did not recognize any asset impairment charges related to contract assets during the period.

Contract Balances	December 31, 2019			December 31, 2018
In millions
Accounts and notes receivable - trade 1	$	3,007		$	2,960
Contract assets - current 2	$	35		$	48
Deferred revenue - current 3	$	69		$	71
Deferred revenue - noncurrent 4	$	34		$	7

1.	Included in "Accounts and notes receivable - net" in the Consolidated Balance Sheets.

2.	Included in "Other current assets" in the Consolidated Balance Sheets.

3.	Included in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

4.	Included in "Other noncurrent obligations" in the Consolidated Balance Sheets.

NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

Charges for restructuring programs and other asset related charges, which includes other asset impairments, were $314 million, $147 million and $288 million for the years ended December 31, 2019, 2018, and 2017, respectively. These charges were recorded in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations and consist primarily of the following:

2019 Restructuring Program

During the second quarter 2019 and in connection with the ongoing integration activities, DuPont approved restructuring actions to simplify and optimize certain organizational structures following the completion of the Distributions (the "2019 Restructuring Program").

The following tables summarize the charges incurred related to the 2019 Restructuring Program for the year ended December 31, 2019:

In millions	For the Year Ended December 31, 2019
Severance and related benefit costs	$	104
Asset related charges	34
Total restructuring and asset related charges - net	$	138

2019 Restructuring Program Charges by Segment	For the Year Ended December 31, 2019
In millions
Electronics & Imaging	$	47
Nutrition & Biosciences	20
Transportation & Industrial	19
Safety & Construction	25
Non-Core	4
Corporate	23
Total	$	138

F-31

The following table summarizes the activities related to the 2019 Restructuring Program.

2019 Restructuring Program	Severance and Related Benefit Costs			Asset Related Charges			Total
In millions
Reserve balance at December 31, 2018	$	—		$	—		$	—
2019 restructuring charges	104			34			138
Charges against the reserve	—			(34		)	(34		)
Cash payments	(18		)	—			(18		)
Reserve balance at December 31, 2019	$	86		$	—		$	86

At December 31, 2019, $86 million for severance and related benefit costs was included in "Accrued and other current liabilities" in the Consolidated Balance Sheets. The Company expects actions related to this program to be substantially complete by the second half of 2020.

DowDuPont Cost Synergy Program

In September and November 2017, the Company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program, which was designed to integrate and optimize the organization following the Merger and in preparation for the Distributions of Dow and Corteva. The portions of the charges, costs and expenses attributable to integration and optimization within the Agriculture and Materials Sciences Divisions are reflected in discontinued operations. The Company has recorded pretax restructuring charges attributable to the continuing operations of DuPont of $485 million inception-to-date, consisting of severance and related benefit costs of $215 million, asset related charges of $209 million and contract termination charges of $61 million. The Company does not expect to incur further significant charges related to this program and the program is considered substantially complete at December 31, 2019.

The following tables summarize the charges incurred related to the DowDuPont Cost Synergy Program:

In millions	2019			2018			2017
Severance and related benefit costs	$	46		$	97		$	72
Contract termination charges	17			12			32
Asset related charges	54			42			113
Total restructuring and asset related charges - net1	$	117		$	151		$	217

1.

The charge for the years ended December 31, 2019 and 2018 includes $113 million and $147 million which was recognized in "Restructuring and asset related charges - net" and $4 million and $4 million which was recognized in "Equity in earnings of nonconsolidated affiliates" in the Consolidated Statements of Operations. The charge for the year ended December 31, 2017 was recognized in "Restructuring and asset related charges - net".

DowDuPont Cost Synergy Program Charges by Segment	2019			2018			2017
In millions
Electronics & Imaging	$	—		$	2		$	85
Nutrition & Biosciences	39			29			2
Transportation & Industrial	—			2			6
Safety & Construction	7			24			21
Non-Core	—			(8		)	31
Corporate 1	71			102			72
Total	$	117		$	151		$	217

1.	Severance and related benefit costs were recorded at Corporate.

The following table summarized the activities related to the DowDuPont Cost Synergy Program.

DowDuPont Cost Synergy Program	Severance and Related Benefit Costs			Contract Termination Charges			Asset Related Charges			Total
In millions
Reserve balance at December 31, 2018	$	126		$	16		$	—		$	142
2019 restructuring charges	46			17			54			117
Charges against the reserve	—			—			(54		)	(54		)
Cash payments	(98		)	(31		)	—			(129		)
Reserve balance at December 31, 2019	$	74		$	2		$	—		$	76

F-32

At December 31, 2019, $76 million was included in "Accrued and other current liabilities" in the Consolidated Balance Sheet. At December 31, 2018, $129 million was included in "Accrued and other current liabilities" and $13 million was included in "Other noncurrent obligations" in the Consolidated Balance Sheets.

Equity Method Investment Impairment Related Charges

During the second quarter of 2019, in preparation for the Corteva Distribution, Historical EID completed the separation of the assets and liabilities related to its specialty products businesses into separate legal entities (the “SP Legal Entities”) and on May 1, 2019, Historical EID distributed the SP Legal Entities to DowDuPont (the “Internal SP Distribution”). The Internal SP Distribution served as a triggering event requiring the Company to perform an impairment analysis related to equity method investments held by the Company as of May 1, 2019. The Company applied the net asset value method under the cost approach to determine the fair value of the equity method investments in the Nutrition & Biosciences segment. Based on updated projections, the Company determined the fair value of the equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment. As a result, management concluded the impairment was other-than-temporary and recorded an impairment charge of $63 million in “Restructuring and asset related charges - net” in the second quarter of 2019. This impairment charge related to the Nutrition & Biosciences segment. See Notes 14 and 23 for additional information.

Other Impairment Related Charges

In the fourth quarter of 2017, the Company recognized other pretax impairment charges of $71 million, including charges related to manufacturing assets. The impairment charges were included in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations and related to Electronics & Imaging ($39 million) and Safety & Construction ($32 million).

NOTE 7 - SUPPLEMENTARY INFORMATION

Sundry Income (Expense) - Net
In millions	2019			2018			2017
Non-operating pension and other post employment benefit (credits)	$	74		$	96		$	35
Interest income	55			39			6
Net gain (loss) on sales of other assets and investments 1	157			8			65
Foreign exchange (losses) gains, net 2	(110		)	(93		)	(54		)
Net loss on divestiture and changes in joint venture ownership	—			(41		)	—
Miscellaneous income (expenses) - net 3	(23		)	83			14
Sundry income (expense) - net	$	153		$	92		$	66

1.	The year ended December 31, 2019 includes income of $92 million, related to a sale of assets within the Electronics & Imaging segment and as well as a gain of $28 million related to the sale of the Sustainable Solutions business unit within the Non-Core segment.

2.	Includes a $50 million foreign exchange loss for the year ended December 31, 2018 related to adjustments to Historical EID's foreign currency exchange contracts as a result of U.S. tax reform.

3.

Miscellaneous income and expenses - net, for the year ended December 31, 2019 includes a $48 million charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement and a $74 million charge related to tax indemnifications, primarily associated with an adjustment to a one-time transition tax liability required by the Tax Cuts and Jobs Act of 2017, which were recorded in accordance with the Amended and Restated Tax Matters Agreement. These charges were offset by various indemnification and lease income amounts. The miscellaneous income for the year ended 2018 primarily relates to legal settlements.

Cash, Cash Equivalents and Restricted Cash

The Company is required to set aside funds for various activities that arise in the normal course of business. These funds typically have legal restrictions associated with them and are deposited in an escrow account or held in a separately identifiable account by the Company. Historical EID entered into a trust agreement in 2013 (as amended and restated in 2017), establishing and requiring Historical EID to fund a trust (the "Trust") for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement. Under the Trust agreement, the consummation of the Merger was a change in control event. After the Corteva Distribution, the Trust assets related to Corteva employees were transferred to a new trust for Corteva (the "Corteva Trust"). As a result, the Trust currently held by DuPont relates to funding obligations to DuPont employees. At December 31, 2019, the Company had restricted cash of $37 million ($43 million at December 31, 2018) included in "Other current assets" in the Consolidated Balance Sheets which was completely attributed to the Trust.

F-33

Accrued and Other Current Liabilities

"Accrued and other current liabilities" in the Consolidated Balance Sheets were $1,342 million at December 31, 2019 and $1,129 million at December 31, 2018. Accrued payroll, which is a component of "Accrued and other current liabilities," was $479 million at December 31, 2019 and $506 million at December 31, 2018. No other components of "Accrued and other current liabilities" were more than five percent of total current liabilities.

NOTE 8 - INCOME TAXES

For periods between the Merger and the Distributions, DuPont's consolidated federal income tax group and consolidated tax return included the Dow and Corteva entities. Generally, the consolidated tax liability of the DuPont U.S. tax group for each year was apportioned among the members of the consolidated group in accordance with the terms of the Amended and Restated Tax Matters Agreement. DuPont, Corteva and Dow intend that to the extent Federal and/or State corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with the Amended and Restated Tax Matters Agreement.

On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”) was enacted. The Act reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent, required companies to pay a one-time transition tax on earnings of foreign subsidiaries that were previously tax deferred, created new provisions related to foreign sourced earnings, eliminates the domestic manufacturing deduction and moves towards a territorial system. At December 31, 2018, the Company had substantially completed its accounting for the tax effects of The Act.

•

As a result of The Act, the Company remeasured its U.S. federal deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent. In prior years, the Company recorded a cumulative benefit of $2,784 million ($118 million benefit in 2018 and $2,666 million benefit in 2017) to “Provision (Credit) for income taxes on continuing operations” in the Consolidated Statements of Operations with respect to the remeasurement of the Company's deferred tax balances.

•

The Act required a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits (“E&P”), which results in a one-time transition tax. The Company recorded a cumulative net charge of $1,574 million ($65 million benefit in 2019, $59 million charge in 2018, and $1,580 million charge in 2017) to "Provision (Credit) for income taxes on continuing operations" with respect to the one-time transition tax.

•	In the year ended December 31, 2018, the Company recorded an indirect impact of The Act related to prepaid tax on the intercompany sale of inventory. The amount recorded related to the inventory was a $54 million charge to "Provision for income taxes on continuing operations."

Geographic Allocation of (Loss) Income and Provision for (Benefit from) Income Taxes	2019			2018			2017
(In millions)
Income (Loss) from continuing operations before income taxes
Domestic	$	(2,007	)	$	(985	)	$	(1,682	)
Foreign	1,533			1,585			157
(Loss) Income from continuing operations before income taxes	$	(474	)	$	600		$	(1,525	)
Current tax expense (benefit)
Federal	$	22		$	401		$	(379	)
State and local	5			9			(52		)
Foreign	591			452			146
Total current tax expense	$	618		$	862		$	(285	)
Deferred tax (benefit) expense
Federal	$	(598	)	$	(560	)	$	(1,385	)
State and local	172			(53		)	36
Foreign	(52		)	(54		)	(124		)
Total deferred tax expense (benefit)	$	(478	)	$	(667	)	$	(1,473	)
Provision for (benefit from) income taxes on continuing operations	140			195			(1,758		)
Net income (loss) from continuing operations	$	(614	)	$	405		$	233

F-34

Pre-tax loss from continuing operations for the year ended December 31, 2019 includes a non-deductible $1,175 million non-cash goodwill impairment charge associated with the Nutrition & Biosciences and Non-Core segments, of which $657 million related to the U.S. and the remaining $518 million related to foreign operations.

In 2018, the domestic and foreign components of "(Loss) income from continuing operations before income taxes" included a $76 million and $1 million charge, respectively, recognized in "Cost of sales" related to the fair value step-up of inventories assumed in the Merger and the acquisition of the H&N Business. See Note 3 for additional information.

In 2017, the domestic and foreign components of "(Loss) income from continuing operations before income taxes" included a $620 million and $735 million charge, respectively, recognized in "Cost of sales" related to the fair value step-up of inventories assumed in the Merger and the acquisition of the H&N Business. See Notes 3 for additional information.

Additionally, global pre-tax earnings from continuing operations for the year ended December 31, 2019, 2018 and 2017 includes transaction costs associated with the Merger and Distributions of $1,342 million, $1,887 million, and $1,007 million, respectively.

Reconciliation to U.S. Statutory Rate	2019		2018		2017
Statutory U.S. federal income tax rate	21.0	%	21.0	%	35.0	%
Equity earning effect	1.3		(1.0	)	0.2
Foreign income taxed at rates other than the statutory U.S. federal income tax rate	3.4		(5.2	)	2.4
U.S. tax effect of foreign earnings and dividends	(4.3	)	(3.4	)	(2.6	)
Unrecognized tax benefits	(10.0	)	(0.8	)	—
Acquisitions, divestitures and ownership restructuring activities 1, 2	30.3		6.2		16.6
Exchange gains/losses 3	(4.4	)	0.9		(5.9	)
Impact of Enactment of U.S. Tax Reform 4	10.8		(0.5	)	71.2
State and local income taxes	(33.2	)	4.1		2.5
Change in valuation allowance	(6.8	)	5.2		(0.6	)
Goodwill impairment	(51.2	)	—		—
Excess tax benefits from stock-based compensation	0.1		(1.4	)	0.2
Other - net 5	13.5		7.5		(3.7	)
Effective tax rate	(29.5	)%	32.6	%	115.3	%

1.	See Notes 3 and 4 for additional information.

2.	Includes a net tax benefit of $102 million, a net tax charge of $25 million and a net tax benefit of $261 million related to internal entity restructuring for the years ended December 31, 2019, 2018 and 2017, respectively.

3.	Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized. Further information about the Company's foreign currency hedging program is included in Note 22 under the heading Foreign Currency Risk.

4.	Includes a net tax benefit of $65 million relating to the Company's change in estimate with respect to the portion of the one time transition tax for the taxable year ending December 31, 2018 for Historical Dow.

5.	Includes a net tax benefit of $41 million in the year ended December 31, 2019 related to certain tax benefits for positions taken on items from prior years.

F-35

Deferred Tax Balances at December 31,	2019			2018
(In millions)
Deferred tax assets:
Tax loss and credit carryforwards 1	$	776		$	678
Pension and postretirement benefit obligations	245			293
Other accruals and reserves	65			120
Other – net	169			20
Gross deferred tax assets	$	1,255		$	1,111
Valuation allowances 1	(634		)	(593		)
Total deferred tax assets	$	621		$	518
Deferred tax liabilities:
Unrealized exchange gains (losses), net	$	(1	)	$	(1	)
Inventory	(9		)	(25		)
Investments	(341		)	(457		)
Property	(796		)	(792		)
Intangibles	(2,752		)	(2,977		)
Total deferred tax liabilities	$	(3,899	)	$	(4,252	)
Total net deferred tax liability	$	(3,278	)	$	(3,734	)

1.	Primarily related to recorded tax benefits and the realization of tax loss and carryforwards from operations in the United States, Luxembourg and Asia Pacific.

Included in the 2019 deferred tax asset and liability amounts above is $1,142 million of a net deferred tax liability related to the Company’s investment in DuPont Specialty Products USA, LLC, which is a partnership for U.S. federal income tax purposes. The Company and its subsidiaries own in aggregate 100% of DuPont Specialty Products USA, LLC and the assets and liabilities of DuPont Specialty Products USA, LLC are included in the Consolidated Financial Statements of the Company.

Operating Loss and Tax Credit Carryforwards	Deferred Tax Asset
(In millions)	2019			2018
Operating loss carryforwards
Expire within 5 years	$	43		$	22
Expire after 5 years or indefinite expiration	602			624
Total operating loss carryforwards	$	645		$	646
Tax credit carryforwards
Expire within 5 years	$	8		$	3
Expire after 5 years or indefinite expiration	123			29
Total tax credit carryforwards	$	131		$	32
Total Operating Loss and Tax Credit Carryforwards	$	776		$	678

F-36

Total Gross Unrecognized Tax Benefits	2019			2018			2017
(In millions)
Total unrecognized tax benefits at January 1,	$	1,062		$	994		$	231
Decreases related to positions taken on items from prior years	(149		)	(51		)	(6		)
Increases related to positions taken on items from prior years	53			142			46
Increases related to positions taken in the current year 1	57			11			747
Settlement of uncertain tax positions with tax authorities	—			(13		)	(11		)
Decreases due to expiration of statutes of limitations	—			(6		)	(14		)
Exchange (gain) loss	(3		)	(15		)	1
Spin-offs of Dow and Corteva	(652		)	—			—
Total unrecognized tax benefits at December 31, 2	$	368		$	1,062		$	994
Total unrecognized tax benefits that, if recognized, would impact the effective tax rate of continuing operations	$	196		$	148		$	210
Total amount of interest and penalties (benefit) recognized in "Provision for (benefit from) income taxes on continuing operations"	$	9		$	1		$	1
Total accrual for interest and penalties associated with unrecognized tax benefits	$	12		$	154		$	157

1.	The 2017 balance includes $709 million assumed in the Merger.

2.	Total unrecognized tax benefits at December 31, 2018 and 2017 include $758 million and $722 million of benefits related to discontinued operations.

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 tax authorities. Positions challenged by the tax 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. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's results of operations.

Tax years that remain subject to examination for the Company’s major tax jurisdictions are shown below:

Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2019	Earliest Open Year
Jurisdiction
Brazil	2015
Canada	2015
China	2010
Denmark	2014
Germany	2010
Japan	2013
The Netherlands	2014
Switzerland	2015
United States:
Federal income tax 1	2012
State and local income tax	2007

1. The U.S. Federal income tax jurisdiction is open back to 2012 with respect to Historical EID.

Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $7,823 million at December 31, 2019. In addition, the U.S. federal tax imposed by The Act on all accumulated unrepatriated earnings through December 31, 2017, The Act introduced additional U.S. federal tax on foreign earnings, effective as of January 1, 2018. The undistributed foreign earnings at December 31, 2019 may still be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. It is not practicable to calculate the unrecognized deferred tax liability on undistributed foreign earnings due to the complexity of the hypothetical calculation.

F-37

NOTE 9 - EARNINGS PER SHARE CALCULATIONS

On May 23, 2019, stockholders of DowDuPont approved a reverse stock split of the Company's common stock at a ratio of not less than 2-for-5 and not greater than 1-for-3, with the exact ratio determined by and subject to final approval of the Company’s board of directors. The board of directors approved the Reverse Stock Split with a ratio of 1 new share of DowDuPont common stock for 3 shares of current DowDuPont common stock with par value of $0.01 per share. The Reverse Stock Split became effective immediately following the Corteva Distribution on June 1, 2019. All comparable periods presented have been retrospectively revised to reflect this change.

The following tables provide earnings per share calculations for the years ended December 31, 2019, 2018 and 2017:

Net Income for Earnings Per Share Calculations - Basic & Diluted In millions	2019			2018			2017
(Loss) Income from continuing operations, net of tax	$	(614	)	$	405		$	233
Net income from continuing operations attributable to noncontrolling interests	30			39			16
Net income from continuing operations attributable to participating securities 1	1			17			13
(Loss) Income from continuing operations attributable to common stockholders	$	(645	)	$	349		$	204
Income from discontinued operations, net of tax	1,214			3,595			1,058
Net income from discontinued operations attributable to noncontrolling interests	72			116			116
Income from discontinued operations attributable to common stockholders	1,142			3,479			942
Net income attributable to common stockholders	$	497		$	3,828		$	1,146

Earnings Per Share Calculations - Basic Dollars per share	2019			2018			2017
(Loss) Income from continuing operations attributable to common stockholders	$	(0.86	)	$	0.46		$	0.39
Income from discontinued operations attributable to common stockholders	1.53			4.54			1.79
Net income attributable to common stockholders 2	$	0.67		$	4.99		$	2.18

Earnings Per Share Calculations - Diluted Dollars per share	2019			2018			2017
(Loss) Income from continuing operations attributable to common stockholders	$	(0.86	)	$	0.45		$	0.38
Income from discontinued operations attributable to common stockholders	1.53			4.51			1.77
Net income attributable to common stockholders 2	$	0.67		$	4.96		$	2.15

Share Count Information Shares in Millions	2019		2018		2017
Weighted-average common shares - basic 3	746.3		767.0		526.6
Plus dilutive effect of equity compensation plans 3	—		4.8		6.1
Weighted-average common shares - diluted 3	746.3		771.8		532.7
Stock options and restricted stock units excluded from EPS calculations 4	3.3		3.2		0.5

1. Historical Dow restricted stock units are considered participating securities due to Historical Dow's practice of paying dividend equivalents on unvested shares.

2. Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders. As a result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.

3. As a result of the Merger, the share amounts for the year ended December 31, 2017 reflect a weighted averaging effect of Historical Dow shares outstanding prior to August 31, 2017 and DowDuPont shares outstanding on and after August 31, 2017.

4. These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.

F-38

NOTE 10 - ACCOUNTS AND NOTES RECEIVABLE - NET

In millions	December 31, 2019			December 31, 2018
Accounts receivable – trade 1	$	2,954		$	2,891
Notes receivable – trade	53			69
Other 2	795			431
Total accounts and notes receivable - net	$	3,802		$	3,391

1.	Accounts receivable – trade is net of allowances of $9 million at December 31, 2019 and $10 million at December 31, 2018. Allowances are equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.

2.	Other includes receivables in relation to value added tax, fair value of derivative instruments, indemnification assets, and general sales tax and other taxes. No individual group represents more than ten percent of total receivables.

Accounts and notes receivable are carried at amounts that approximate fair value.

NOTE 11 - INVENTORIES

Inventories	December 31, 2019			December 31, 2018
In millions
Finished goods	$	2,621		$	2,495
Work in process	855			833
Raw materials	599			560
Supplies	244			219
Total inventories	$	4,319		$	4,107

Effective June 1, 2019, after the Corteva Distribution, the Company changed its method of valuing certain inventories of the specialty products business from the LIFO method to the average cost method. Management believes that the change in accounting is preferable as it results in a consistent method to value inventory across all regions of the business, it improves comparability with industry peers, and it more closely resembles the physical flow of inventory. The effects of the change in accounting principle from LIFO to average cost have been retrospectively applied to all periods presented. This change resulted in an increase to "(Accumulated Deficit) Retained Earnings" of $21 million as of January 1, 2017.

In addition, certain financial statement line items in the Company’s Consolidated Statement of Operations for the year ended December 31, 2017 were adjusted as follows:

Consolidated Statement of Operations	For the Year Ended December 31, 2017
In millions	As Computed under LIFO			As Computed under Average Cost			Effect of Change
Cost of sales	$	9,158		$	9,558		$	400
Benefit from income taxes on continuing operations	$	(1,659	)	$	(1,758	)	$	(99	)
Income from continuing operations, net of tax	$	534		$	233		$	(301	)

The following table compares the amounts that would have been reported under LIFO with the amounts recorded under the average cost method in the Consolidated Financial Statements for the year then ended December 31, 2018 and at December 31, 2018:

Consolidated Statement of Operations	For the Year Ended December 31, 2018
In millions	As Computed under LIFO			As Computed under Average Cost			Effect of Change
Cost of sales	$	15,308		$	15,302		$	(6	)
Provision for income taxes on continuing operations	$	190		$	195		$	5
Income from continuing operations, net of tax	$	404		$	405		$	1

F-39

Consolidated Balance Sheet	December 31, 2018
In millions	As Computed under LIFO			As Computed under Average Cost			Effect of Change
Inventories	$	4,472		$	4,107		$	(365	)
Deferred income tax liabilities	$	3,998		$	3,912		$	(86	)
Retained earnings	$	30,536		$	30,257		$	(279	)

The following table compares the amounts that would have been reported under LIFO with the amounts recorded under the average cost method in the Consolidated Financial Statements for the year then ended December 31, 2019 and at December 31, 2019:

Consolidated Statement of Operations	For the Year Ended December 31, 2019
In millions	As Computed under LIFO			As Reported under Average Cost			Effect of Change
Cost of sales	$	14,058		$	14,056		$	(2	)
Provision for income taxes on continuing operations	$	139		$	140		$	1
Loss from continuing operations, net of tax	$	(615	)	$	(614	)	$	1

Consolidated Balance Sheet	December 31, 2019
In millions	As Computed under LIFO			As Reported under Average Cost			Effect of Change
Inventories	$	4,702		$	4,319		$	(383	)
Deferred income tax liabilities	$	3,604		$	3,514		$	(90	)
Accumulated deficit	$	(8,107	)	$	(8,400	)	$	(293	)

There was no impact on cash provided by (used from) operating activities for the years ended December 31, 2019, December 31, 2018 and December 31, 2017 as a result of the above policy change.

Basic and diluted earnings per share from continuing operations were not materially affected for the years ended December 31, 2019 and December 31, 2018 as a result of the above accounting policy change. The impact on basic and diluted earnings per share from continuing operations was $(0.57) for the year ended December 31, 2017 as a result of the above accounting policy change.

NOTE 12 - PROPERTY, PLANT, AND EQUIPMENT

	Estimated Useful Lives (Years)			December 31, 2019			December 31, 2018
In millions
Land and land improvements	1	-	25	$	798		$	944
Buildings	1	-	40	2,775			2,581
Machinery, equipment, and other	1	-	25	9,887			9,133
Construction in progress				1,652			1,458
Total property, plant and equipment				$	15,112		$	14,116
Total accumulated depreciation				$	4,969		$	4,199
Total property, plant and equipment - net				$	10,143		$	9,917

In millions	2019			2018			2017
Depreciation expense	$	1,016		$	1,126		$	555

F-40

NOTE 13 - NONCONSOLIDATED AFFILIATES

The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates"), by classification in the Consolidated Balance Sheets, and dividends received from nonconsolidated affiliates are shown in the following tables:

Investments in Nonconsolidated Affiliates at December 31,	2019			2018
In millions
Investment in nonconsolidated affiliates	$	1,204		$	1,745
Accrued and other current liabilities	(85		)	(81		)
Other noncurrent obligations	(358		)	(495		)
Net investment in nonconsolidated affiliates	$	761		$	1,169

Dividends Received from Nonconsolidated Affiliates		2019			2018			2017
In millions
Dividends from nonconsolidated affiliates		$	191		$	318		$	237

Subsequent to the Distributions, the Company maintained an ownership interest in 22 nonconsolidated affiliates, with ownership interest (direct and indirect) ranging from 49 percent to 50.1 percent at December 31, 2019. The following table reflects the Company's principal nonconsolidated affiliates and its ownership interest (direct and indirect) for each at December 31, 2019:

	Country	Ownership Interest
	2019
The HSC Group:
DC HSC Holdings LLC 1	United States	50.0	%
Hemlock Semiconductor L.L.C.	United States	50.1	%

1.	DC HSC Holdings LLC holds an 80.5 percent percent indirect ownership interest in Hemlock Semiconductor Operations LLC.

Sales to nonconsolidated affiliates represented less than 3 percent of total net sales for the year ended December 31, 2019 and 2018, and approximately 4 percent of total net sales for the year ended December 31, 2017. Sales to nonconsolidated affiliates are primarily related to the sale of trichlorosilane, a raw material used in the production of polycrystalline silicon, to the HSC Group. Sales of this raw material to the HSC Group are reflected in Non-Core. Purchases from nonconsolidated affiliates represented less than 2 percent of “Cost of sales” in 2019, 2018, and 2017.

HSC Group

The carrying value of the Company's investments in the HSC Group, which represents Hemlock Semiconductor L.L.C. and DC HSC Holdings LLC, was adjusted as a result of the HSC Group's adoption of Topic 606 on January 1, 2019 in accordance with the effective date of Topic 606 for non-public companies. The resulting impact to the Company's investments in the HSC Group was a reduction to "Investment in nonconsolidated affiliates" of $71 million and an increase to "Other noncurrent obligations" of $168 million, as well as an increase to "Deferred income tax assets" of $56 million and a reduction to "(Accumulated Deficit) Retained earnings" of $183 million in the Consolidated Balance Sheet at January 1, 2019.

The Company's investment in and equity earnings from the HSC Group are shown in the tables below:

Investment in the HSC Group at December 31,		Investment
In millions	Balance Sheet Classification	2019			2018
Hemlock Semiconductor L.L.C.	Other noncurrent obligations	$	(358	)	$	(495	)
DC HSC Holdings LLC	Investment in nonconsolidated affiliates	$	87		$	535

Equity Earnings in the HSC Group		2019			2018			2017
In millions
Equity in earnings		$	29		$	389		$	354

F-41

The following is summarized financial information for the HSC Group:

Summarized Balance Sheet Information at December 31,			2019			2018
In millions
Current assets			$	1,011		$	1,184
Noncurrent assets			420			1,424
Total assets			$	1,431		$	2,608
Current liabilities			$	415		$	543
Noncurrent liabilities			1,515			1,719
Total liabilities			$	1,930		$	2,262
Noncontrolling interests			$	42		$	259

Summarized Income Statement Information	2019			2018			2017
In millions
Revenues 1	$	779		$	1,158		$	1,716
Costs of sales 1	$	512		$	686		$	1,247
(Loss) Income from continuing operations before income taxes 2	$	(116	)	$	787		$	771
Net income	$	51		$	750		$	744

1.	Includes sales and cost of sales of $112 million, $206 million, and $312 million for 2019, 2018, and 2017, respectively, that have not been eliminated between Hemlock Semiconductor L.L.C and DC HSC Holdings in the presentation of the summarized income statement information above.

2.	2019 includes asset impairment charges of approximately $1,170 million, primarily related to fixed assets and inventory, offset partially by benefits associated with customer contract settlements of approximately $820 million recorded as other operating income/expense, net. 2018 and 2017 includes customer contract settlements of approximately $460 million and $430 million, respectively.

Summarized financial information for the Company's other nonconsolidated equity method investments is presented below:

Summarized Balance Sheet Information at December 31,			2019			2018
In millions
Current assets			$	712		$	743
Noncurrent assets			574			582
Total assets			$	1,286		$	1,325
Current liabilities			$	586		$	603
Noncurrent liabilities			54			56
Total liabilities			$	640		$	659

Summarized Income Statement Information	2019			2018			2017
In millions
Revenues	$	882		$	1,285		$	624
Costs of sales	$	680		$	970		$	473
Income from continuing operations before income taxes	$	110		$	154		$	73
Net income	$	93		$	135		$	64

F-42

NOTE 14 - GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018. After the completion of the Distributions, the Company changed its reportable segments. Prior year data has been updated to conform with the current year presentation for changes in reportable segments discussed in Note 24.

	Elect. & Imaging			Nutrition & Biosciences			Transp. & Industrial			Safety & Const.			Non-Core			Total
In millions
Balance at December 31, 2017	$	7,100		$	12,560		$	6,870		$	6,595		$	1,695		$	34,820
Measurement period adjustments - Merger	57			(115		)	162			198			(86		)	216
Measurement period adjustments - H&N Business 1	—			14			—			—			—			14
Currency Translation Adjustment	(44		)	(350		)	(65		)	(85		)	—			(544		)
Other	—			—			—			(10		)	—			(10		)
Balance at December 31, 2018 2	$	7,113		$	12,109		$	6,967		$	6,698		$	1,609		$	34,496
Impairments	—			(933		)	—			—			(242		)	(1,175		)
Goodwill Recognized for S&C Acquisitions	—			—			—			54			—			54
Currency Translation Adjustment	(21		)	(127		)	(36		)	(41		)	—			(225		)
Other	—			(37		)	—			—			38			1
Balance at December 31, 2019	$	7,092		$	11,012		$	6,931		$	6,711		$	1,405		$	33,151

1.	On November 1, 2017, Historical EID acquired FMC's H&N Business. The excess of the consideration for the H&N Business over the net fair value of assets acquired and liabilities assumed resulted in the recognition of $732 million of goodwill, of which $14 million was recorded in 2018 as a measurement period adjustment.

2.	The prior year amounts have been revised for a reclassification of allocated goodwill between reporting units.

The Company tests goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value is below its carrying value. As a result of the related acquisition method of accounting in connection with the Merger, Historical EID’s assets and liabilities were measured at fair value resulting in increases to the Company’s goodwill and other intangible assets. The fair value valuation increased the risk that any declines in financial projections, including changes to key assumptions, could have a material, negative impact on the fair value of the Company’s reporting units and assets, and therefore could result in an impairment.

In preparation for the Corteva Distribution, Historical EID completed the separation of the assets and liabilities related to its specialty products businesses into separate legal entities (the “SP Legal Entities”) and on May 1, 2019, Historical EID completed the Internal SP Distribution. The Internal SP Distribution served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by its Historical EID existing reporting units as of May 1, 2019. Subsequent to the Corteva Distribution, on June 1, 2019, the Company realigned certain businesses resulting in changes to its management and reporting structure, including the creation of a new Non-Core segment. As part of the Second Quarter Segment Realignment, the Company assessed and re-defined certain reporting units effective June 1, 2019, including reallocation of goodwill on a relative fair value basis as applicable to new reporting units identified. Goodwill impairment analyses were then performed for reporting units impacted by the Second Quarter Segment Realignment.

In connection with the analyses described above, the Company recorded aggregate, pre-tax, non-cash impairment charges of $1,175 million for the year ended December 31, 2019 impacting the Nutrition & Biosciences and Non-Core segments. As part of this analysis, the Company determined that the fair value of its Industrial Biosciences reporting unit was below carrying value resulting in a pre-tax, non-cash goodwill impairment charge of $933 million. The Industrial Biosciences reporting unit, part of the Nutrition & Biosciences segment prior to the Second Quarter Segment Realignment, was comprised solely of Historical EID assets and liabilities, the carrying values of which were measured at fair value in connection with the Merger, and thus considered at risk for impairment. Revised financial projections of the Industrial Biosciences reporting unit reflected unfavorable market conditions, driven by slowed demand in the biomaterials business unit which was realigned to the new Non-Core segment effective June 1, 2019, coupled with challenging conditions in U.S. bioethanol markets. These revised financial projections resulted in a reduction in the long-term forecasts of sales and profitability as compared to prior projections. The $242 million in goodwill impairment charges impacting the Non-Core segment also relates to multiple reporting units comprised solely of Historical EID assets and liabilities, the carrying values of which were measured at fair value in connection with the Merger, and thus considered at risk for impairment. The impairment charges impacting Non-Core were determined through utilization of the market approach which was considered most appropriate as the Company continues to evaluate strategic options for these businesses. As a result of the impairment, these Non-Core reporting units' carrying value are indicative of fair value and are at risk to have impairment charges in future periods.

F-43

The Company analyses above used discounted cash flow models (a form of the income approach) utilizing Level 3 unobservable inputs. The Company’s significant assumptions in these analyses include, but are not limited to, projected revenue, EBITDA margins, the weighted average cost of capital, the terminal growth rate, and tax rates. The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future periods. As referenced, the Company also uses a form of the market approach (utilizes Level 3 unobservable inputs), which is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography, and diversity of products and services. As such, the Company believes the current assumptions and estimates utilized are both reasonable and appropriate.

In the fourth quarter of 2019, the Company performed quantitative testing on all of its reporting units and determined that no further impairments existed. The Company used a combination of discounted cash flow models (a form of the income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (a form of the market approach). The Company’s significant assumptions in these analyses include, but are not limited to, projected revenue, EBITDA margins, the weighted average cost of capital, the terminal growth rate, derived multiples from comparable market transactions and other market data. As of the fourth quarter testing date, a reporting unit within the Electronics & Imaging segment had limited headroom between the estimated fair value and the carrying value. Subsequent to the fourth quarter testing date, in connection with the Electronics & Imaging realignment of its product lines, this reporting unit is now a part of different reporting unit. The new reporting unit is not considered at risk for impairment.

Other Intangible Assets

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

	December 31, 2019									December 31, 2018
In millions	Gross Carrying Amount			Accum Amort			Net			Gross Carrying Amount			Accum Amort			Net
Intangible assets with finite lives:
Developed technology	$	4,343		$	(1,361	)	$	2,982		$	4,362		$	(1,010	)	$	3,352
Trademarks/tradenames 1	2,433			(455		)	1,978			1,245			(328		)	917
Customer-related	8,986			(2,229		)	6,757			9,029			(1,720		)	7,309
Other	303			(98		)	205			306			(114		)	192
Total other intangible assets with finite lives	$	16,065		$	(4,143	)	$	11,922		$	14,942		$	(3,172	)	$	11,770
Intangible assets with indefinite lives:
IPR&D	$	—		$	—		$	—		$	15		$	—		$	15
Trademarks/tradenames 1	1,671			—			1,671			2,870			—			2,870
Total other intangible assets	$	1,671		$	—		$	1,671		$	2,885		$	—		$	2,885
Total	$	17,736		$	(4,143	)	$	13,593		$	17,827		$	(3,172	)	$	14,655

1.	During the fourth quarter of 2019, the Company entered into a definitive agreement to separate the N&B Business. As a result of the announcement, the Company reclassified $1.2 billion of indefinite-lived tradenames to definite-lived tradenames.

The following table provides the net carrying value of other intangible assets by segment:

Net Intangibles by Segment	December 31, 2019			December 31, 2018 1
In millions
Electronics & Imaging	$	1,833		$	2,046
Nutrition & Biosciences	4,377			4,771
Transportation & Industrial	3,590			3,833
Safety & Construction	3,082			3,244
Non-Core	711			761
Total	$	13,593		$	14,655

1.	The prior year amounts reflect a reclassification of allocated intangibles between reporting segments.

F-44

The following table provides information regarding amortization expense related to other intangible assets:

Amortization Expense	2019			2018			2017
In millions
Other intangible assets	$	1,050		$	1,044		$	505

Total estimated amortization expense for the next five fiscal years is as follows:

Estimated Amortization Expense
In millions
2020	$	2,131
2021	$	1,010
2022	$	991
2023	$	954
2024	$	853

NOTE 15 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

The following tables summarize the Company's short-term borrowings and finance lease obligations and long-term debt:

Short-term borrowings and finance lease obligations
In millions	December 31, 2019			December 31, 2018
Commercial paper	$	1,829		$	—
Notes payable to banks and other lenders	—			4
Long-term debt due within one year 1,2	2,001			11
Total short-term borrowings and finance lease obligations	$	3,830		$	15

1.	Presented net of current portion of unamortized debt issuance costs.

2. Includes finance lease obligations of $1 million due within one year.

The weighted-average interest rate on notes payable and commercial paper at December 31, 2019 and December 31, 2018 was 2.79 percent and 8.25 percent, respectively. The decrease in the interest rate from 2018 is primarily due to commercial paper issuance at lower interest rates. The Company issued $1,829 million of commercial paper for the year ended December 31, 2019, of which approximately $1,400 million was issued in anticipation of the Corteva Distribution (the “Funding CP Issuance”).

Long-Term Debt	December 31, 2019					December 31, 2018
In millions	Amount			Weighted Average Rate		Amount			Weighted Average Rate
Promissory notes and debentures:
Final maturity 2020	$	2,000		3.48	%	$	2,000		3.68	%
Final maturity 2023	2,800			4.08	%	2,800			4.16	%
Final maturity 2024 and thereafter	7,900			4.98	%	7,900			4.98	%
Other facilities:
Term loan due 2022	3,000			2.86	%	—			—	%
Other loans	10			4.20	%	14			4.32	%
Finance lease obligations	3					25
Less: Unamortized debt discount and issuance costs	95					104
Less: Long-term debt due within one year 1, 2	2,001					11
Total	$	13,617				$	12,624

1.	Presented net of current portion of unamortized debt issuance costs.

2.	Includes finance lease obligations of $1 million due within one year.

F-45

Principal payments of long-term debt for the five succeeding fiscal years is as follows:

Maturities of Long-Term Debt for Next Five Years at December 31, 2019	Total
In millions
2020	$	2,005
2021	$	5
2022	$	3,003
2023	$	2,800
2024	$	—

The estimated fair value of the Company's long-term borrowings was determined using Level 2 inputs within the fair value hierarchy, as described in Note 23. 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, the fair value of the Company's long-term borrowings, not including long-term debt due within one year, was $15,220 million and $13,080 million at December 31, 2019 and December 31, 2018, respectively.

Available Committed Credit Facilities

The following table summarizes the Company's credit facilities:

Committed and Available Credit Facilities at December 31, 2019
In millions	Effective Date	Committed Credit			Credit Available			Maturity Date	Interest
Term Loan Facility	May 2019	$	3,000		$	—		May 2022	Floating Rate
Revolving Credit Facility, Five-year	May 2019	3,000			2,978			May 2024	Floating Rate
364-day Revolving Credit Facility	June 2019	750			750			June 2020	Floating Rate
Total Committed and Available Credit Facilities		$	6,750		$	3,728

Senior Notes

In contemplation of the Distributions and in preparation to achieve the intended credit profiles of Corteva, Dow and DuPont, in the fourth quarter of 2018, the Company consummated a public underwritten offer of eight series of senior unsecured notes (the "2018 Senior Notes") in an aggregate principal amount of $12.7 billion. The 2018 Senior Notes are a senior unsecured obligation of the Company and will rank equally with the Company's future senior unsecured debt outstanding from time to time. On November 1, 2018, the Company announced a $3 billion share buyback program, which expired on March 31, 2019. In the first quarter of 2019, proceeds from the 2018 Senior Notes were used to purchase $1.6 billion of shares. As a result, the share buyback program was complete at March 31, 2019.

Term Loan and Revolving Credit Facilities

In May 2019, the Company fully drew the two term loan facilities it entered into in the fourth quarter of 2018 (the “Term Loan Facilities”) in the aggregate principal amount of $3,000 million. In May 2019, the Company amended its $3,000 million five-year revolving credit facility (the “Five-Year Revolver”) entered into in the fourth quarter of 2018 to become effective and available as of the amendment. In addition, in June 2019, the Company entered into a $750 million, 364-day revolving credit facility (the "364-day Revolving Credit Facility"). The Company intends to renew the 364-Day Revolving Credit Facility on or prior to expiration.

Uncommitted Credit Facilities and Outstanding Letters of Credit

Unused bank credit lines on uncommitted credit facilities were $566 million at December 31, 2019. These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were $127 million at December 31, 2019. These letters of credit support commitments made in the ordinary course of business.

Debt Covenants and Default Provisions

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The 2018 Senior Notes also contain customary default provisions. The Term Loan

Facilities, the Five-Year Revolving Credit Facility and the 364-Day Revolving Credit Facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At December 31, 2019, the Company was in compliance with this financial covenant. There were no material changes to the debt covenants and default provisions at December 31, 2019.

F-46

Nutrition & Biosciences Financing

In connection with the Proposed N&B Transaction, DuPont and Nutrition & Biosciences, Inc. (presently a wholly owned subsidiary of DuPont) (“N&B Inc.”) entered into a Bridge Commitment Letter (the “Bridge Letter”) in an aggregate principal amount of $7.5 billion (the “Bridge Loans”) to secure committed financing for the Special Cash Payment and related financing fees. The aggregate commitment under the Bridge Letter is reduced by, among other things, (1) the amount of net cash proceeds received by N&B Inc. from any issuance of senior unsecured notes pursuant to a Rule 144A offering or other private placement (the "N&B Notes Offering") and (2) certain qualifying term loan commitments under senior unsecured term loan facilities.

In January 2020, N&B Inc. entered into a senior unsecured term loan agreement in the amount of $1.25 billion split evenly between three- and five-year facilities. As a result of entry into the term loan agreement, the commitments under the Bridge Commitment Letter were reduced to $6.25 billion. The remaining $6.25 billion is expected to be funded through the N&B Notes Offering and/or the Bridge Loans. The proceeds from drawdowns on the term loan facilities and the N&B Notes Offering, if any, and/or Bridge Loans would be used to make the Special Cash Payment and to pay the related transaction fees and expenses. The commitments under the Bridge Letter and the availability of funding under the term loan are subject to customary closing conditions including among others, the satisfaction of substantially all the conditions to the consummation of the proposed transaction with IFF.

NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES

Litigation and Environmental Matters

As of December 31, 2019, the Company had recorded liabilities of $20 million associated with litigation matters and $77 million associated with environmental matters. These recorded liabilities include the Company’s indemnification obligations to each of Dow and Corteva.

Under the Separation and Distribution Agreement, liabilities, including cost and expenses, associated with litigation and environmental matters that primarily related to the materials science business, the agriculture business or the specialty products business were generally allocated to or retained by Dow, Corteva or the Company, respectively, through retention, assumption or indemnification. Related to the foregoing, at December 31, 2019, DuPont has recorded (i) a liability of $35 million (although it is reasonably possible that the ultimate cost could range up to $108 million above the amount accrued) for retained or assumed environmental liabilities, (ii) a liability of $3 million for retained or assumed litigation liabilities, and (iii) an indemnification liability related to legal and environmental matters of $58 million. Liabilities associated with discontinued and/or divested operations and businesses of Historical Dow generally were allocated to or retained by Dow. The allocation of liabilities associated with the discontinued and/or divested operations and businesses of Historical EID is discussed below.

The liabilities allocated to and assumed by Dow and Corteva are reflected as discontinued operations of the Company at December 31, 2018. Such liabilities assumed by Dow as of the consummation of the Dow Distribution on April 1, 2019 include the following: Asbestos-Related Matters of Union Carbide Corporation, Urethane Matters, Rocky Flats Matter, Dow Silicones Chapter 11 Related Matters, Midland Off-Site Environmental Matters, Dow Silicones Midland, Michigan, Freeport, Texas, Plaquemine, Louisiana and St. Charles, Louisiana Steam-Assisted Flares Matters, Freeport, Texas, Facility Matter, Mt. Meigs, Alabama Matter, Union Carbide Matter and Union Carbide - Seadrift, Texas and, with indemnity from DuPont and Corteva, the Sabine Plant, Orange Texas-EPA Multimedia Inspection. Such liabilities assumed by Corteva as of the consummation of the Corteva Distribution on June 1, 2019, include the following: La Porte Plant, La Porte, Texas - Crop Protection-Release Incident Investigation and La Porte Plant, La Porte, Texas - EPA Multimedia Inspection.

Discontinued and/or Divested Operations and Businesses ("DDOB") Liabilities of Historical EID

Under the Separation and Distribution Agreement and the Letter Agreement between Corteva and DuPont, DDOB liabilities of Historical EID primarily related to Historical EID’s agriculture business were allocated to or retained by Corteva and those primarily related to Historical EID’s specialty products business were allocated to or retained by the Company. Historical EID DDOB liabilities not primarily related to Historical EID’s agriculture business or specialty products business (“Stray Liabilities”), are allocated as follows

•

Generally, indemnifiable losses as defined in the Separation and Distribution Agreement, (“Indemnifiable Losses”) for Stray Liabilities, to the extent they do not arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS, defined below, (“Non-PFAS Stray Liabilities”) that are known as of April 1, 2019 are borne by Corteva up to a specified amount set forth in the schedules to the Separation and Distribution Agreement and/or Letter Agreement. Non-PFAS Stray Liabilities in excess of such specified amounts and any Non-PFAS Stray Liabilities not listed in the schedules to the Separation and Distribution Agreement or Letter Agreement are borne by Corteva and/or DuPont up to separate, aggregate thresholds of $200 million each to the extent Corteva or DuPont, as applicable, incurs an Indemnifiable Loss. Once Corteva’s or DuPont’s $200 million threshold is met, the other

F-47

would generally bear all Non-PFAS Stray Liabilities until meeting its $200 million threshold. After the respective $200 million thresholds are met, DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.

•

Generally, Corteva and the Company will each bear 50 percent of the first $300 million (up to $150 million each) for Indemnifiable Losses arising out of actions to the extent related to or resulting from the development, testing, manufacture or sale of per- or polyfluoroalkyl substances, which include collectively perfluorooctanoic acids and its salts (“PFOA”), perfluorooctanesulfonic acid (“PFOS”) and perfluorinated chemicals and compounds (“PFCs”) (all such substances, “PFAS” and such Stray Liabilities referred to as “PFAS Stray Liabilities”). Indemnifiable Losses to the extent related to PFAS Stray Liabilities in excess of $300 million generally will be borne 71 percent by the Company and 29 percent by Corteva, unless either Corteva or DuPont has met its $200 million threshold. In that event, the other company would bear all PFAS Stray Liabilities until that company meets its $200 million threshold, at which point DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.

•	Indemnifiable Losses incurred by the companies in relation to PFAS Stray Liabilities up to $300 million (e.g., up to $150 million each) will be applied to each company’s respective $200 million threshold.

Non-PFAS Stray Liabilities

While DuPont believes it is probable that it will incur a liability related to Non-PFAS Stray Liabilities, such liability is not reasonably estimable at December 31, 2019. Therefore, at December 31, 2019, DuPont has not recorded an accrual related to Non-PFAS Liabilities.

PFAS Stray Liabilities

DuPont expects to continue to incur costs and expenses such as attorneys’ fees and expenses and court costs in connection with the matters described below, which the Company will expense as incurred in accordance with its accounting policy for litigation matters.

Chemours Suit

On July 1, 2015, Historical EID completed the separation of Historical EID’s Performance Chemicals segment through the spinoff of all the issued and outstanding stock of The Chemours Company (“Chemours”) to holders of Historical EID common stock. In connection with the spin, Historical EID and Chemours entered into a Separation Agreement (as amended, the "Chemours Separation Agreement"). Pursuant to the Chemours Separation Agreement, Chemours is obligated to indemnify Historical EID, including its current or former affiliates, against certain litigation, environmental and other liabilities that arose prior to the Chemours Separation. The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments.

In 2017, Historical EID and Chemours amended the Chemours Separation Agreement to provide for a limited sharing of potential future PFOA liabilities for a five-year period that began on July 6, 2017. The amended agreement provides that during that five-year period, Chemours will annually pay the first $25 million of future PFOA liabilities and, if that amount is exceeded, Historical EID will pay any excess amount up to the next $25 million, with Chemours annually bearing any excess liabilities above that amount. If Historical EID were required to pay PFOA liabilities pursuant to the amended agreement, fifty percent of such obligation would be borne by the Company in accordance with the Letter Agreement. In connection with the foregoing, the Company has not recorded or paid a PFOA liability. At the end of the five-year period, this limited sharing agreement will expire, and Chemours’ indemnification obligations under the Chemours Separation Agreement will continue unchanged.

On May 13, 2019, Chemours filed suit in the Delaware Court of Chancery against Historical EID, Corteva and the Company in an attempt to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement. Chemours is asking the court to rewrite the Chemours Separation Agreement by either limiting Chemours’ liabilities or, alternatively, ordering the return to Chemours of all or a portion of a $3.91 billion dividend that Chemours paid to Historical EID, Chemours’ then-sole-shareholder, just prior to the spin of Chemours. DuPont and Corteva, acting jointly, have filed a motion to dismiss the lawsuit for lack of subject matter jurisdiction and have initiated an arbitration of the dispute as required under the Chemours Separation Agreement. In December 2019, following argument, the Delaware Court of Chancery stayed arbitration pending resolution of the motion to dismiss. The court is expected to rule on the motion in the first quarter of 2020. Indemnifiable Losses related to the Chemours suit are PFAS Stray Liabilities subject to the sharing arrangement between DuPont and Corteva, described above. The Company believes the probability of a final unappealable judgment of liability with respect to the Chemours suit to be remote; the defendants continue to vigorously defend full indemnity rights as set forth in the Chemours Separation Agreement.

F-48

PFAS Matters

Historical EID is a party to legal proceedings relating to the use of PFOA and PFCs by its former Performance Chemicals segment. Indemnifiable Losses related to PFAS liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement generally are PFAS Stray Liabilities subject to the sharing arrangement between DuPont and Corteva, described above.

Generally, Chemours, with reservations, including as to alleged fraudulent conveyance and voidable transactions, is defending and indemnifying Historical EID in the PFAS Matters discussed below. Although Chemours has refused the tender of the Company’s defense in the limited actions in which the Company has been named, DuPont believes it is remote that it will ultimately incur a liability in connection with these PFAS Matters.

Personal Injury and Other PFAS Actions

DuPont, which was formed after the spinoff of Chemours, is not named in the personal injury and other PFAS actions discussed below.

Personal Injury

In 2004, Historical EID settled a West Virginia state court class action, Leach v. DuPont, which alleged that PFOA from Historical EID’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents. Historical EID has residual liabilities under the Leach settlement related to providing PFOA water treatment to six area water districts and private well users and to fund, through an escrow account, up to $235 million for a medical monitoring program for eligible class members.

Members of the Leach class have standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. In 2017, Chemours and Historical EID each paid $335 million to settle the multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water. The 2017 settlement did not resolve claims of Leach class members who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017. To date several dozen claims alleging personal injury, including kidney and testicular cancer claims, have been filed since the 2017 settlement. These claims are currently pending in the Ohio MDL. Trial of a kidney cancer claim and a testicular cancer claim began in the first quarter of 2020 and trial of additional cancer claims are scheduled to begin in June 2020.

Natural Resource Damage Claims and Other Claims for Environmental Damages

In addition to the actions described above, there are about 100 cases alleging damages to natural resources, the environment and/or property as well as various other allegations. DuPont which is named in certain of these actions as discussed below, is increasingly named in suits filed since May 2019.

Drinking Water

Since May 2017, a number of municipal water districts and state attorneys general have filed lawsuits against Historical EID, Chemours, 3M, and others, claiming contamination of public water systems by certain PFAS compounds. Such actions are currently pending in Ohio, Michigan, New Jersey, New Hampshire, New York, and Vermont. Generally, the states seek economic impact damages for alleged harm to natural resources, punitive damages, and present and future costs to cleanup contamination from certain PFAS compounds and to abate the alleged nuisance.

DuPont is a named party in the New Jersey suit related to its site in Parlin, New Jersey. In addition, the New Jersey Attorney General and New Jersey State Department of Environmental Protection filed two directives, one of which names DuPont. The directives seek information on the historical and current use of PFAS. DuPont is also a named party to the Vermont suit and the Michigan suit. The amended complaints in the New Jersey and Vermont cases and the complaint filed by Michigan include additional causes of action based on allegations that the transfer by Historical EID of certain PFAS liabilities to Chemours prior to spinning off Chemours resulted in a fraudulent conveyance or voidable transaction.

Lawsuits have been filed by residents and several water districts against Historical EID and Chemours in New York federal and state courts, including a putative class action, alleging exposure to PFOA from third-party defendant manufacturing operations and seeking compensatory, consequential and punitive damages, medical monitoring and attorneys’ fees, expenses and interest.

F-49

Other PFAS Actions

There are several actions pending in federal court against Historical EID and Chemours, relating to discharges of PFCs, including GenX, into the Cape Fear River. GenX is a polymerization processing aid and a replacement for PFOA introduced by Historical EID which Chemours continues to manufacture at its Fayetteville Works facility in Bladen County, North Carolina. One of these actions is a consolidated putative class action that asserts claims for damages and other relief on behalf of putative classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River. Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, that seek actual and punitive damages as well as injunctive relief. In addition, an action is pending in North Carolina state court on behalf of about 100 plaintiffs who own wells and property near the Fayetteville Works facility. The plaintiffs seek damages for nuisance allegedly caused by releases of certain PFCs from the site.

Aqueous Film Forming Foam

As of January 2020, more than 200 cases have been filed in various federal and state courts alleging contamination of neighboring drinking and groundwater from the use of aqueous film forming foam to fight fires on military installations, air force bases, commercial airports and refineries. The majority of these cases have been transferred, or will be transferred, to a multi-district litigation docket in federal district court in South Carolina (the “SC MDL”). Historical EID and Chemours are named in about 150 of these cases, approximately 100 of which also name the Company. The number of cases filed that name as a defendant, the Company, among others including Historical EID and Chemours, has increased significantly since May 2019. In addition, most of these more recent cases were filed directly in the SC MDL and include allegations that exposure to PFAS caused kidney, testicular and other cancers principally in firefighters. 3M and several foam manufacturers are also named defendants in the SC MDL cases. The claims against Historical EID and Chemours involve alleged sales of PFOA and PFOS products to foam manufacturers, including 3M, who are also defendants in the SC MDL. Historical EID and the Company have never made or sold aqueous film forming foam, PFOS or PFOS containing products.

Additionally, a case filed by a former firefighter is pending in the Southern District of Ohio seeking certification of a nationwide class of individuals who have detectable levels of PFAS in their blood serum. The suit was filed against 3M and several other defendants in addition to Chemours and Historical EID. The complaint specifically seeks, among other things, the creation of a “PFAS Science Panel” to study the effects of PFAS, but expressly states that the class does not seek compensatory damages for personal injuries. In February 2020, the court denied the defendants' motion to transfer this case to the SC MDL.

Other Litigation Matters

In addition to the specific matters described above, the Company is party to other claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class actions and seek damages in very large amounts. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. At December 31, 2019, the Company had accrued obligations of $77 million for probable environmental remediation and restoration costs, inclusive of $35 million retained and assumed following the Distributions and $42 million of indemnified liabilities. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the Consolidated Balance Sheets. This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to $170 million above the amount accrued at December 31, 2019. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. At December 31, 2018, the Company had accrued obligations of $51 million for probable environmental remediation and restoration costs.

Pursuant to the Separation and Distribution Agreement, the Company is required to indemnify certain clean-up responsibilities and associated remediation costs. The accrued environmental obligations of $77 million as of December 31, 2019 includes amount for which the Company indemnifies Dow and Corteva. At December 31, 2019, the Company has indemnified Dow and Corteva $8 million and $34 million, respectively.

F-50

Guarantees

Obligations for Equity Affiliates & Others

The Company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates and customers. At December 31, 2019 and December 31, 2018, the Company had directly guaranteed $187 million and $199 million, respectively, of such obligations. These amounts represent 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.

In certain cases, the Company has recourse to assets held as collateral, as well as personal guarantees from customers. Assuming liquidation, these assets are estimated to cover approximately 19 percent of the $22 million of guaranteed obligations of customers. The following table provides a summary of the final expiration year and maximum future payments for each type of guarantee:

Guarantees at December 31, 2019	Final Expiration Year	Maximum Future Payments
In millions
Obligations for customers 1:
Bank borrowings	2020	$	22
Obligations for non-consolidated affiliates2:
Bank borrowings	2020	165
Total guarantees		$	187

1. Existing guarantees for select customers, as part of contractual agreements. The terms of the guarantees are equivalent to the terms of the customer loans that are primarily made to finance customer invoices. Of the total maximum future payments, $22 million had terms less than a year.

2. Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.

NOTE 17 - LEASES

The Company has operating and finance leases for real estate, an airplane, railcars, fleet, certain machinery and equipment, and information technology assets. The Company’s leases have remaining lease terms of approximately 1 year to 40 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the Company will exercise that option. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability.

Certain of the Company's leases include residual value guarantees. These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term. The portion of residual value guarantees that are probable of payment is included in the related lease liability in the Consolidated Balance Sheet other than certain finance leases that include the maximum residual value guarantee amount in the measurement of the related liability given the election to use the package of practical expedients at the date of adoption. At December 31, 2019, the Company has future maximum payments for residual value guarantees in operating leases of $19 million with final expirations through 2031. The Company's lease agreements do not contain any material restrictive covenants.

The components of lease cost for operating and finance leases for the year ended December 31, 2019 were as follows:

In millions	2019
Operating lease cost	$	182
Finance lease cost
Amortization of right-of-use assets	4
Interest on lease liabilities	—
Total finance lease cost	$	4
Short-term lease cost	5
Variable lease cost	22
Less: Sublease income	23
Total lease cost	$	190

F-51

Supplemental cash flow information related to leases was as follows:

In millions	December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	184
Financing cash flows from finance leases	$	3
Gain on sale-leaseback transactions, net	$	17

New operating lease assets and liabilities entered into during the year ended December 31, 2019 were $117 million. Supplemental balance sheet information related to leases was as follows:

In millions	December 31, 2019
Operating Leases
Operating lease right-of-use assets1	$	556
Current operating lease liabilities2	138
Noncurrent operating lease liabilities3	416
Total operating lease liabilities	$	554
Finance Leases
Property, plant, and equipment, gross	$	13
Accumulated depreciation	6
Property, plant, and equipment, net	$	7
Short-term borrowings and finance lease obligations	$	1
Long-Term Debt	2
Total finance lease liabilities	$	3

1.	Included in "Deferred charges and other assets" in the Consolidated Balance Sheet.

2.	Included in "Accrued and other current liabilities" in the Consolidated Balance Sheet.

3.	Included in "Other noncurrent obligations" in the Consolidated Balance Sheet.

Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide the lessor’s implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments.

Lease Term and Discount Rate	December 31, 2019
Weighted-average remaining lease term (years)
Operating leases	7.18
Finance leases	4.52
Weighted average discount rate
Operating leases	3.28	%
Finance leases	3.35	%

Maturities of lease liabilities were as follows:

Maturity of Lease Liabilities at December 31, 2019	Operating Leases			Finance Leases
In millions
2020	$	148		$	1
2021	121			1
2022	100			1
2023	58			—
2024	42			—
2025 and thereafter	146			1
Total lease payments	$	615		$	4
Less: Interest	61			1
Present value of lease liabilities	$	554		$	3

F-52

Supplemental Information for Comparative Periods

As of December 31, 2018, prior to the adoption of Topic 842, future minimum payments under operating leases remaining non-cancelable lease terms in excess of one year were as follows:

Minimum Lease Commitments at December 31, 2018
In millions
2019	$	654
2020	497
2021	418
2022	363
2023	297
2024 and thereafter	1,063
Total	$	3,292
Total minimum lease commitments from discontinued operations	2,980
Total minimum lease commitments from continuing operations	$	312

Rental expense under operating leases, net of sublease rental income, was $142 million in 2018 and $69 million in 2017.

NOTE 18 - STOCKHOLDERS' EQUITY

On May 23, 2019, stockholders of DowDuPont approved a 1-for-3 reverse stock split of DowDuPont shares of common stock with par value of $0.01 per share, which became effective immediately following the Corteva Distribution on June 1, 2019. All comparable periods presented have been retrospectively revised to reflect this change.

Share Repurchase Program

On June 1, 2019, the Company's Board of Directors approved a new $2 billion share buyback program, which expires on June 1, 2021. For the year ended December 31, 2019, the Company had repurchased and retired 10.8 million shares under this program at a total cost of $750 million.

Treasury Stock

On June 25, 2019, the Company retired 37 million shares of its common stock held in treasury. The shares were returned to the status of authorized but unissued shares. As a result, the treasury stock balance decreased by $7,102 million. As a part of the retirement, the Company reduced "Common stock" and "(Accumulated Deficit) Retained Earnings" by $0.04 million and $7,102 million, respectively.

The following table provides a reconciliation of Historical Dow Common Stock activity for the year ended December 31, 2017:

Shares of Historical Dow Common Stock 1	Issued		Held in Treasury
In thousands
Balance at January 1, 2017	414,265		10,554
Issued 2	—		(4,732	)
Converted to DowDuPont shares or canceled on August 31, 2017 3	(414,265	)	(5,822	)
Balance at August 31, 2017	—		—

1.	Share amounts were adjusted to reflect the 1-for-3 reverse stock split.

2.	Shares issued to employees and non-employee directors under Historical Dow's equity compensation plans.

3.	Each share of Historical Dow Common Stock issued and outstanding immediately prior to the Merger was converted into one share of DuPont Common Stock; Treasury shares were canceled as a result of the Merger.

F-53

The following table provides a reconciliation of DuPont Common Stock activity for the years ended December 31, 2019, 2018 and 2017:

Shares of DuPont Common Stock	Issued		Held in Treasury
In thousands
Balance at September 1, 2017	779,512		—
Issued	973		—
Repurchased	—		4,708
Balance at December 31, 2017	780,485		4,708
Issued	3,658		—
Repurchased	—		23,110
Balance at December 31, 2018	784,143		27,818
Issued	2,656		—
Repurchased	—		20,416
Retired 1	(48,234	)	(48,234	)
Balance at December 31, 2019	738,565		—

1.	Includes the June 2019 retirement of the outstanding treasury stock.

Retained Earnings

There are no significant restrictions limiting the Company's ability to pay dividends. Dividends declared and paid to common stockholders during the years ended December 31, 2019, 2018, and 2017 are summarized in the following table:

Dividends Declared and Paid		2019			2018			2017 1
In millions
Dividends declared to common stockholders		$	1,611		$	3,491		$	2,558
Dividends paid to common stockholders		$	1,611		$	3,491		$	3,394

1.

Dividends declared consists of $1,673 million declared to Historical Dow common stockholders prior to the Merger and $885 million declared to DowDuPont common stockholders after the Merger. Dividends paid consists of $2,179 million paid to Historical Dow common stockholders and $330 million paid to Historical EID common stockholders for dividends declared prior to the Merger, and $885 million paid to DowDuPont common stockholders for dividends declared after the Merger.

Undistributed earnings of nonconsolidated affiliates included in retained earnings were $790 million at December 31, 2019 and $1,760 million at December 31, 2018.

F-54

Accumulated Other Comprehensive Loss

The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the years ended December 31, 2019, 2018, and 2017:

Accumulated Other Comprehensive Loss	Unrealized Gains (Losses) on Investments			Cumulative Translation Adj			Pension and OPEB			Derivative Instruments			Total
In millions
2017
Balance at January 1, 2017	$	43		$	(2,381	)	$	(7,389	)	$	(95	)	$	(9,822	)
Other comprehensive income (loss) before reclassifications	25			454			52			(1		)	530
Amounts reclassified from accumulated other comprehensive income (loss)	(71		)	(8		)	414			(15		)	320
Net other comprehensive income (loss)	$	(46	)	446			466			(16		)	$	850
Balance at December 31, 2017	$	(3	)	(1,935		)	(6,923		)	(111		)	$	(8,972	)
2018
Balance at January 1, 2018 1	$	17		$	(1,935	)	$	(6,923	)	$	(111	)	$	(8,952	)
Other comprehensive income (loss) before reclassifications	(74		)	(1,739		)	(1,086		)	(15		)	(2,914		)
Amounts reclassified from accumulated other comprehensive income (loss)	7			(4		)	460			66			529
Net other comprehensive income (loss)	$	(67	)	$	(1,743	)	$	(626	)	$	51		$	(2,385	)
Reclassification of stranded tax effects 2	$	(1	)	$	(107	)	$	(927	)	$	(22	)	$	(1,057	)
Balance at December 31, 2018	$	(51	)	$	(3,785	)	$	(8,476	)	$	(82	)	$	(12,394	)
2019
Other comprehensive income (loss) before reclassifications	68			(446		)	(206		)	(43		)	(627		)
Amounts reclassified from accumulated other comprehensive income (loss)	(1		)	(18		)	141			(15		)	107
Net other comprehensive income (loss)	$	67		$	(464	)	$	(65	)	$	(58	)	$	(520	)
Spin-offs of Dow and Corteva	$	(16	)	$	3,179		$	8,196		$	139		$	11,498
Balance at December 31, 2019	$	—		$	(1,070	)	$	(345	)	$	(1	)	$	(1,416	)

1.	At January 1, 2018 the balance of "Unrealized gains (losses) on investments" was increased by $20 million to reflect the impact of adoption of ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which was adopted in the first quarter of 2018.

2.	Amounts reclassified to retained earnings as a result of the adoption of ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which was adopted April 1, 2018. The ASU allowed a reclassification from AOCL to retained earnings for stranded tax effects resulting from The Act.

The tax effects on the net activity related to each component of other comprehensive income (loss) for the years ended December 31, 2019, 2018, and 2017 were as follows:

Tax Benefit (Expense)	2019			2018			2017
In millions
Unrealized gains (losses) on investments	$	(18	)	$	17		$	26
Cumulative translation adjustments	(1		)	(6		)	(98		)
Pension and other post employment benefit plans	31			152			(235		)
Derivative instruments	16			(14		)	(2		)
Tax expense from income taxes related to other comprehensive income (loss) items	$	28		$	149		$	(309	)

F-55

A summary of the reclassifications out of AOCL for the years ended December 31, 2019, 2018, and 2017 is provided as follows:

Reclassifications Out of Accumulated Other Comprehensive Loss	2019			2018			2017			Income Classification
In millions
Unrealized (gains) losses on investments	$	(1	)	$	9		$	(110	)	See (1) below
Tax expense (benefit)	—			(2		)	39			See (2) below
After tax	$	(1	)	$	7		$	(71	)
Cumulative translation adjustments	$	(18	)	$	(4	)	$	(8	)	See (3) below
Pension and other post employment benefit plans	$	174		$	599		$	607		See (4) below
Tax benefit	(33		)	(139		)	(193		)	See (2) below
After tax	$	141		$	460		$	414
Derivative Instruments	$	(18	)	$	83		$	(13	)	See (5) below
Tax expense (benefit)	3			(17		)	(2		)	See (2) below
After tax	$	(15	)	$	66		$	(15	)
Total reclassifications for the period, after tax	$	107		$	529		$	320

1. "Net sales" and "Sundry income (expense) - net."

2. "Provision for income taxes on continuing operations."

3. "Sundry income (expense) - net."

4. These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other post employment benefit plans. See Note 20 for additional information.

5. "Cost of sales," "Sundry income (expense) - net" and "Interest expense."

NOTE 19 - NONCONTROLLING INTERESTS

Ownership interests in the Company's subsidiaries held by parties other than the Company are presented separately from the Company's equity in the Consolidated Balance Sheets as "Noncontrolling interests." The amount of consolidated net income attributable to the Company and the noncontrolling interests are both presented on the face of the Consolidated Statements of Operations.

The following table summarizes the activity for equity attributable to noncontrolling interests in the years ended December 31, 2019, 2018, and 2017:

Noncontrolling Interests In millions	2019			2018			2017
Balance at beginning of period	$	1,608		$	1,597		$	1,242
Net income attributable to noncontrolling interests	102			155			132
Distributions to noncontrolling interests 1	(27		)	(168		)	(116		)
Noncontrolling interests from Merger	—			61			417
Deconsolidation of noncontrolling interests 2	—			—			(123		)
Cumulative translation adjustments	12			(39		)	41
Spin-off of Dow and Corteva	(1,124		)	—			—
Other	(2		)	2			4
Balance at end of period	$	569		$	1,608		$	1,597

1.	Net of dividends paid to a joint venture, which were reclassified to "Equity in earnings of nonconsolidated affiliates" in the Consolidated Statements of Operations, totaled $27 million and $20 million for the years ended December 31, 2018 and 2017, respectively.

2.	On June 30, 2017, Historical Dow sold its ownership interest in the SKC Haas Display Films group of companies.

F-56

NOTE 20 - PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS

Historical Dow and Historical EID did not merge their defined benefit pension and other post employment benefit (OPEB) plans as a result of the Merger. See Note 3 for additional information on the Merger. In connection with the Distributions, the Historical Dow U.S. qualified defined benefit plan and the Historical EID U.S. principal qualified defined benefit plan were separated from the Company to Dow and Corteva, respectively. The defined benefit pension plans that were related to Historical Dow that were not separated with Dow or Corteva were not merged with any Historical EID plans. The Company retained a portion of pension liabilities relating to foreign benefit plans for both Historical EID and Historical Dow. The Company retained select OPEB liabilities relating to foreign Historical EID benefit plans but did not retain any Historical Dow OPEB plans. The Company also retained an immaterial portion of the non-qualified US pension liabilities and other post employment benefit plans relating to Historical EID US benefit plans. The significant defined benefit pension and OPEB plans of Historical Dow and Historical EID are summarized below.

Defined Benefit Pension Plans

Historical Dow

Historical Dow had both funded and unfunded defined benefit pension plans that covered employees in the United States and a number of other countries. The U.S. qualified plan covering the parent company was the largest plan. Benefits for employees hired before January 1, 2008, were based on length of service and the employee’s three highest consecutive years of compensation. Employees hired after January 1, 2008, earned benefits based on a set percentage of annual pay, plus interest.

The Employee Matters Agreement with Dow provides that employees of Dow no longer participate in benefit plans sponsored or maintained by the Company, and that employees of the Company no longer participate in benefit plans sponsored or maintained by Dow, as of the effective time of the Dow Distribution. The U.S. qualified plan is no longer an obligation of the Company, the fundings, maintenance and ultimate payout of the plan is the sole responsibility of Dow. Historical Dow's funding policy was to contribute to the plans when pension laws and/or economics either require or encourage funding.

The Company has both funded and unfunded defined benefit pension plans that cover employees in a number of non-US countries.

Historical EID

Historical EID had both funded and unfunded noncontributory defined benefit pension plans covering a majority of the U.S. employees. The U.S. qualified plan was the largest pension plan held by Historical EID. Most employees hired on or after January 1, 2007, were not eligible to participate in the U.S. defined benefit pension plans. The benefits under these plans were based primarily on years of service and employees' pay near retirement. Historical EID froze the pay and service amounts used to calculate pension benefits for employees who participated in the U.S. pension plans as of November 30, 2018. Therefore, as of November 30, 2018, employees that participated in the U.S. pension plans no longer accrued additional benefits for future service and eligible compensation received.

The Employee Matters Agreement with Corteva provides that employees of Corteva no longer participate in benefit plans sponsored or maintained by the Company, and that employees of the Company no longer participate in benefit plans sponsored or maintained by Corteva, as of the effective time of the Corteva Distribution. The U.S. qualified plan is no longer an obligation of the Company; the fundings, maintenance and ultimate payout of the plan is the sole responsibility of Corteva Inc. The Company has both funded and unfunded defined benefit pension plans that cover executives in the United States and employees in a number of non-US countries.

Historical EID's funding policy was consistent with the funding requirements of federal laws and regulations. Pension coverage for employees of Historical EID's non-U.S. consolidated subsidiaries was provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded. Total 2019 contributions also includes contributions to fund benefit payments for Historical EID's pension plans where funding is not customary.

DuPont

DuPont has both funded and unfunded defined benefit pension plans covering employees in a number of non-US countries that formerly relate to both Historical Dow and Historical EID. The United Kingdom qualified plan is the largest pension plan held by DuPont.

F-57

DuPont's funding policy is consistent with the funding requirements of each country's laws and regulations. Pension coverage for employees of DuPont's non-U.S. consolidated subsidiaries is provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded. During 2019, the Company contributed $697 million to its pension plans, which included $139 million of contributions to plans that were separated in connection with the Distributions. DuPont expects to contribute approximately $85 million to its pension plans in 2020.

The weighted-average assumptions used to determine pension plan obligations and net periodic benefit costs for all plans are summarized in the table below:

Weighted-Average Assumptions for Pension Plans	Benefit Obligations at December 31,				Net Periodic Costs for the Years Ended
	2019		2018		2019 1		2018		2017 2
Discount rate	1.21	%	3.80	%	3.80	%	3.26	%	3.50	%
Interest crediting rate for applicable benefits	1.25	%	3.72	%	3.72	%	3.61	%	3.45	%
Rate of compensation increase 3	3.14	%	3.42	%	3.42	%	3.95	%	3.88	%
Expected return on plan assets	—		—		6.46	%	6.68	%	6.94	%

1.	Includes three months of Dow activity (January - March), five months of Corteva activity (January - May) and twelve months of DuPont activity, all based on dates of the Distributions.

2.	Includes Historical EID plans subsequent to the Merger date.

3.	The December 31, 2018 rate did not include Historical EID's U.S. pension plans as employees of these plans no longer accrued additional benefits for future service and eligible compensation.

Other Post employment Benefit Plans

Historical Dow

Historical Dow provided certain health care and life insurance benefits to retired employees and survivors. Historical Dow’s plans outside of the United States were not significant; therefore, this discussion relates to the U.S. plans only. The plans provide health care benefits, including hospital, physicians’ services, drug and major medical expense coverage, and life insurance benefits. In general, for employees hired before January 1, 1993, the plans provide benefits supplemental to Medicare when retirees are eligible for these benefits. Historical Dow and the retiree share the cost of these benefits, with the Historical Dow portion increasing as the retiree has increased years of credited service, although there was a cap on the Historical Dow portion. Historical Dow had the ability to change these benefits at any time. Employees hired after January 1, 2008, are not covered under the plans.

The Employee Matters Agreement with Dow provides that employees of Dow no longer participate in benefit plans sponsored or maintained by the Company, and that employees of the Company no longer participate in benefit plans sponsored or maintained by Dow, as of the effective time of the Dow Distribution.

No Historical Dow other post-employment benefit plans were retained by the Company in connection with the Dow Distribution. All other post-employment benefit plans both those inside the US and those outside, are the sole responsibility of Dow.

Historical EID

Historical EID provided medical, dental and life insurance benefits to pensioners and survivors. The associated plans for retiree benefits were unfunded and the cost of the approved claims was paid from Historical EID company funds. Essentially all of the cost and liabilities for these retiree benefit plans are attributable to the U.S. benefit plans. The non-Medicare eligible retiree medical plan is contributory with pensioners and survivors' contributions adjusted annually to achieve a 50/50 target for sharing of cost increases between Historical EID and pensioners and survivors. In addition, limits were applied to Historical EID's portion of the retiree medical cost coverage. For Medicare eligible pensioners and survivors, Historical EID provided a funded Health Reimbursement Arrangement ("HRA"). In November 2016, Historical EID announced that OPEB eligible employees who will be under the age of 50 as of November 30, 2018, as defined above, will not receive post-employment medical, dental and life insurance benefits. Beginning January 1, 2015, eligible employees who retire on and after that date will receive the same life insurance benefit payment, regardless of the employee's age or pay. The majority of U.S. employees hired on or after January 1, 2007, are not eligible to participate in the post-employment medical, dental and life insurance plans.

The Employee Matters Agreement with Corteva provides that employees of Corteva no longer participate in benefit plans sponsored or maintained by the Company, and that employees of the Company no longer participate in benefit plans sponsored or maintained by Corteva, as of the effective time of the Corteva Distribution. The vast majority of U.S. other post employment benefit obligations are no longer the obligations of the Company; the fundings, maintenance and ultimate payout of the plans are the sole responsibility of Corteva Inc.

F-58

DuPont

The Company retained U.S. and foreign other post employment benefit obligations with the Canadian plan being the largest plan and accounting for the vast majority of the Company's total other post employment benefit obligations. In comparison to the Company's defined benefit pension plans, the Company's other post-employment benefit plans are not significant.

The weighted-average assumptions used to determine other post-employment benefit obligations and net periodic benefit costs are provided below:

Weighted-Average Assumptions for Other Postretirement Benefits Plans	Benefit Obligations at December 31,				Net Periodic Costs for the Year Ended
	2019		2018		2019 1		2018		2017 2
Discount rate	3.10	%	4.23	%	4.23	%	3.54	%	3.76	%
Health care cost trend rate assumed for next year	N/A		7.15	%	7.15	%	6.52	%	7.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate health cost care trend rate)	N/A		5.00	%	5.00	%	5.00	%	5.00	%
Year that the rate reaches the ultimate health care cost trend rate:
Historical Dow plans	N/A		2025		2025		2025		2025
Historical EID plans	N/A		2028		2028		2023		2023

1.	Includes three months of Dow activity (January - March), five months of Corteva activity (January - May) and twelve months of DuPont activity, all based on dates of the Distributions.

2.	Includes Historical EID plans subsequent to the Merger date.

Assumptions

The Company determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics.

Service cost and interest cost for all other plans are determined on the basis of the discount rates derived in determining those plan obligations.The discount rates utilized to measure the majority of pension and other postretirement obligations are based on the Aon AA corporate bond yield curves applicable to each country at the measurement date. DuPont utilizes the mortality tables and generational mortality improvement scales, where available, developed in each of the respective countries in which the Company holds plans.

Summarized information on the Company's pension and other postretirement benefit plans is as follows:

Change in Projected Benefit Obligations of All Plans	Defined Benefit Pension Plans						Other Post-Employment Benefits
In millions	2019			2018			2019			2018
Change in projected benefit obligations:
Benefit obligations at beginning of year	$	53,014		$	57,401		$	3,992		$	4,377
Service cost	184			651			5			21
Interest cost	630			1,638			53			130
Plan participants' contributions	11			29			15			—
Actuarial changes in assumptions and experience	515			(2,832		)	116			(185		)
Benefits paid 1	(1,247		)	(3,223		)	(150		)	(339		)
Plan amendments	(76		)	34			—			—
Acquisitions/divestitures/other	20			(57		)	—			—
Effect of foreign exchange rates	31			(627		)	1			(12		)
Termination benefits/curtailment cost/settlements	(4		)	—			—			—
Spin-off of Dow	(29,285		)	—			(1,462		)	—
Spin-off of Corteva	(19,009		)	—			(2,548		)	—
Benefit obligations at end of year	$	4,784		$	53,014		$	22		$	3,992

F-59

Change in Plan Assets and Funded Status of All Plans	Defined Benefit Pension Plans						Other Post-Employment Benefits
In millions	2019			2018			2019			2018
Change in plan assets:
Fair value of plan assets at beginning of year	$	41,462		$	43,685		$	—		$	—
Actual return on plan assets	1,191			(1,524		)	—			—
Employer contributions	697			2,964			135			—
Plan participants' contributions	11			29			15			—
Benefits paid	(1,247		)	(3,223		)	(150		)	—
Acquisitions/divestitures/other 1	10			(7		)	—			—
Effect of foreign exchange rates	60			(462		)	—			—
Settlements	—			—			—			—
Spin-off of Dow	(22,626		)	—			—			—
Spin-off of Corteva	(15,801		)	—			—			—
Fair value of plan assets at end of year	$	3,757		$	41,462		$	—		$	—
Funded status:
U.S. plans with plan assets	$	—		$	(6,956	)	$	—		$	—
Non-U.S. plans with plan assets	(315		)	(2,751		)	—			—
All other plans 2	(712		)	(1,845		)	(22		)	(3,992		)
Funded status at end of year	$	(1,027	)	$	(11,552	)	$	(22	)	$	(3,992	)

1.	The 2018 impact includes the divestiture of a business with pension benefit obligations of $37 million.

2.	Certain benefit obligations are supported by funding, $16 million as of December 31, 2019 and $349 million as of December 31, 2018, under the Trust agreement, defined in the "Trust Assets" section.

The following tables summarize the amounts recognized in the consolidated balance sheets for all significant plans:

Amounts Recognized in the Consolidated Balance Sheets for All Significant Plans	Defined Benefit Pension Plans						Other Post-Employment Benefits
In millions	December 31, 2019			December 31, 2018			December 31, 2019			December 31, 2018
Amounts recognized in the consolidated balance sheets:
Deferred charges and other assets	$	171		$	14		$	—		$	—
Assets of discontinued operations	—			488			—			—
Accrued and other current liabilities	(47		)	(69		)	(1		)	(1		)
Pension and other postretirement benefits - noncurrent	$	(1,151	)	$	(1,319	)	$	(21	)	$	(25	)
Liabilities of discontinued operations	$	—		$	(10,666	)	$	—		$	(3,966	)
Net amount recognized	$	(1,027	)	$	(11,552	)	$	(22	)	$	(3,992	)
Pretax amounts recognized in accumulated other comprehensive loss:
Net loss (gain)	$	485		$	11,578		$	2		$	(419	)
Prior service credit	(47		)	(207		)	—			—
Pretax balance in accumulated other comprehensive loss at end of year	$	438		$	11,371		$	2		$	(419	)

A significant component of the overall decrease in the Company's actuarial losses for the year ended December 31, 2019 was due to the Distributions and the spins of the Company's main US plans. The increase in the Company's actuarial losses for the year ended December 31, 2018 was primarily due to the changes in weighted-average discount rates, which increased from 3.26 percent at December 31, 2017 to 3.80 at December 31, 2018.

The accumulated benefit obligation for all pension plans was $4.5 billion and $51.4 billion at December 31, 2019 and 2018, respectively.

Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets	December 31, 2019			December 31, 2018
In millions
Accumulated benefit obligations	$	1,731		$	47,577
Fair value of plan assets	$	690		$	36,803

F-60

Pension Plans with Projected Benefit Obligations in Excess of Plan Assets	December 31, 2019			December 31, 2018
In millions
Projected benefit obligations	$	2,320		$	49,742
Fair value of plan assets	$	1,122		$	37,687

Net Periodic Benefit Costs for All Significant Plans for the Year Ended December 31,	Defined Benefit Pension Plans									Other Post-Employment Benefits
In millions	2019			2018			2017			2019			2018			2017
Net Periodic Benefit Costs:
Service cost 1	$	184		$	651		$	555		$	5		$	21		$	17
Interest cost 2	630			1,638			1,130			53			130			80
Expected return on plan assets 3	(988		)	(2,846		)	(1,955		)	—			—			—
Amortization of prior service credit 4	(9		)	(24		)	(25		)	—			—			—
Amortization of unrecognized (gain) loss 5	128			649			638			(6		)	(24		)	(6		)
Curtailment/settlement/other 6	—			(10		)	683			—			—			—
Net periodic benefit costs - Total	$	(55	)	$	58		$	1,026		$	52		$	127		$	91
Less: Net periodic benefit costs - discontinued operations	(45		)	90			1,033			50			126			92
Net periodic benefit costs - Continuing operations	$	(10	)	$	(32	)	$	(7	)	$	2		$	1		$	(1	)
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:
Net (gain) loss	$	350		$	1,490		$	680		$	2		$	(185	)	$	(131	)
Prior service cost	(65		)	34			14			—			—			—
Amortization of prior service credit	3			24			25			—			—			—
Amortization of unrecognized gain (loss)	(7		)	(649		)	(638		)	—			24			6
Curtailment loss	(2		)	—			—			—			—			—
Settlement loss 2	(2		)	2			(687		)	—			—			—
Effect of foreign exchange rates	(2		)	1			—			—			—			—
Total recognized in other comprehensive (income) loss	$	275		$	902		$	(606	)	$	2		$	(161	)	$	(125	)
Noncontrolling interest	$	—		$	—		$	—		$	—		$	—		$	—
Total recognized in net periodic benefit cost and other comprehensive (income) loss	$	265		$	870		$	(613	)	$	4		$	(160	)	$	(126	)

1.	The service cost from continuing operations was $64 million, $64 million and $27 million for the years ended December 31, 2019, December 31, 2018, and December 31, 2017, respectively for pension plans. The activity from OPEBs was immaterial for all years presented.

2.	The interest cost from continuing operations was $79 million, $76 million and $25 million for the years ended December 31, 2019, December 31, 2018, and December 31, 2017, respectively for pension plans. The activity from OPEBs was immaterial for all years presented.

3. The expected return on plan assets from continuing operations was $148 million, $178 million and $60 million for the years ended December 31, 2019, December 31, 2018, and December 31, 2017, respectively for pension plans.

4. The amortization of prior year service credit from continuing operations was $3 million for the year ended December 31, 2019 and immaterial for the years ended December 31, 2018 and December 31, 2017, respectively for pension plans. The activity from OPEBs was immaterial for all years presented.

5. The amortization of unrecognized gain/loss from continuing operations was a gain of $2 million for the year ended December 31, 2019 and losses of $7 million and $1 million for the years ended December 31, 2018 and December 31, 2017, respectively for pension plans. The activity from OPEBs was immaterial for all years presented.

6. The curtailment and settlement costs from continuing operations was immaterial for the years ended December 31, 2019 and December 31, 2017, respectively for pension plans. The curtailment and settlement gain from continuing operations was $1 million for the year ended December 31, 2018 for pension plans. The activity from OPEBs was immaterial for all years presented.

F-61

Estimated Future Benefit Payments

The estimated future benefit payments, reflecting expected future service, as appropriate, are presented in the following table:

Estimated Future Benefit Payments at December 31, 2019	Defined Benefit Pension Plans			Other Postretirement Benefits
In millions
2020	$	191		$	1
2021	187			1
2022	186			1
2023	191			1
2024	195			1
Years 2025-2029	1,041			5
Total	$	1,991		$	10

Plan Assets

Historical Dow

Plan assets consist primarily of equity and fixed income securities of U.S. and foreign issuers, and include alternative investments such as real estate, private market securities and absolute return strategies. At December 31, 2018, plan assets totaled $22.5 billion and included no directly held common stock of DowDuPont.

Historical Dow's investment strategy for the plan assets was to manage the assets in relation to the liability in order to pay retirement benefits to plan participants over the life of the plans. This was accomplished by identifying and managing the exposure to various market risks, diversifying investments across various asset classes and earning an acceptable long-term rate of return consistent with an acceptable amount of risk, while considering the liquidity needs of the plans.

The plans were permitted to use derivative instruments for investment purposes, as well as for hedging the underlying asset and liability exposure and rebalancing the asset allocation. The plans used value-at-risk, stress testing, scenario analysis and Monte Carlo simulations to monitor and manage both the risk within the portfolios and the surplus risk of the plans.

Equity securities primarily included investments in large- and small-cap companies located in both developed and emerging markets around the world. Fixed income securities included investment and non-investment grade corporate bonds of companies diversified across industries, U.S. treasuries, non-U.S. developed market securities, U.S. agency mortgage-backed securities, emerging market securities and fixed income related funds. Alternative investments primarily included investments in real estate, private equity limited partnerships and absolute return strategies. Other significant investment types included various insurance contracts and interest rate, equity, commodity and foreign exchange derivative investments and hedges.

Historical Dow mitigated the credit risk of investments by establishing guidelines with investment managers that limit investment in any single issue or issuer to an amount that was not material to the portfolio being managed. These guidelines were monitored for compliance both by Historical Dow and external managers. Credit risk related to derivative activity was mitigated by utilizing multiple counterparties, collateral support agreements and centralized clearing, where appropriate.

Historical EID

Plan assets consisted primarily of equity and fixed income securities of U.S. and foreign issuers, and included alternative investments such as real estate and private market securities. At December 31, 2018, plan assets totaled $18.9 billion and included directly held common stock of DowDuPont of $684 million.

Historical EID established strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. Strategic asset allocations in other countries were selected in accordance with the laws and practices of those countries. Where appropriate, asset liability studies were utilized in this process. U.S. plan assets and a portion of non-U.S. plan assets are managed by investment professionals employed by Historical EID. The remaining assets are managed by professional investment firms unrelated to Historical EID. Historical EID's pension investment professionals had discretion to manage the assets within established asset allocation ranges approved by management. Additionally, pension trust funds were permitted to enter into certain contractual arrangements generally described as derivative instruments. Derivatives were primarily used to reduce specific market risks, hedge currency and adjust portfolio duration and asset allocation in a cost-effective manner.

F-62

Global equity securities include varying market capitalization levels. U.S. equity investments are primarily large-cap companies. Global fixed income investments include corporate-issued, government-issued and asset-backed securities. Corporate debt investments include a range of credit risk and industry diversification. U.S. fixed income investments are weighted heavier than non-U.S fixed income securities. Other investments include cash and cash equivalents, hedge funds, real estate and private market securities such as interests in private equity and venture capital partnerships.

DuPont

Plan assets consist primarily of equity and fixed income securities of U.S. and foreign issuers, and alternative investments such as pooled investment vehicles and private market securities. At December 31, 2019, plan assets totaled $3.8 billion and included directly held common stock of DuPont of less than $1 million.

The Company establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. Strategic asset allocations in other countries are selected in accordance with the laws and practices of those countries. Where appropriate, asset liability studies are utilized in this process. The assets are managed by professional investment firms unrelated to the Company. Pension trust funds are permitted to enter into certain contractual arrangements generally described as derivative instruments. Derivatives are primarily used to reduce specific market risks, hedge currency and adjust portfolio duration and asset allocation in a cost-effective manner.

Equity securities primarily included investments in large- and small-cap companies located in both developed and emerging markets around the world. Global equity securities include varying market capitalization levels. U.S. equity investments are primarily large-cap companies. Fixed income securities included investment and non-investment grade corporate bonds of companies diversified across industries, U.S. treasuries, non-U.S. developed market securities, U.S. agency mortgage-backed securities, emerging market securities and fixed income related funds. Global fixed income investments include corporate-issued, government-issued and asset-backed securities. Corporate debt investments include a range of credit risk and industry diversification. U.S. fixed income investments are weighted heavier than non-U.S fixed income securities. Alternative investments primarily included investments in real estate, various insurance contracts and interest rate, equity, commodity and foreign exchange derivative investments and hedges. Other investments include cash and cash equivalents, pooled investment vehicles, hedge funds and private market securities such as interests in private equity and venture capital partnerships.

The weighted-average target allocation for plan assets of DuPont's pension plans is summarized as follows:

Target Allocation for Plan Assets at December 31, 2019	DuPont
Asset Category
Equity securities	25	%
Fixed income securities	19
Alternative investments	10
Other investments	46
Total	100	%

Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

For pension plan assets classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

For pension plan assets classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources. For other pension plan assets for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models.

F-63

For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Investment managers, fund managers or investment contract issuers provide valuations of the investment on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Adjustments to valuations are made where appropriate.

Certain pension plan assets are held in funds where fair value is based on an estimated net asset value per share (or its equivalent) as of the most recently available fund financial statements which are received on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Adjustments to valuations are made where appropriate to arrive at an estimated net asset value per share at the measurement date. Where available, audited annual financial statements are obtained and reviewed for the investments as support for the manager’s investment valuation. These funds are not classified within the fair value hierarchy.

The following table summarizes the bases used to measure the Company’s pension plan assets at fair value for the years ended December 31, 2019 and 2018:

Basis of Fair Value Measurements	December 31, 2019												December 31, 2018
In millions	Total			Level 1			Level 2			Level 3			Total			Level 1			Level 2			Level 3
Cash and cash equivalents	$	101		$	101		$	—		$	—		$	2,701		$	2,642		$	59		$	—
Equity securities:
U.S. equity securities 1	$	297		$	297		$	—		$	—		$	7,030		$	6,772		$	243		$	15
Non - U.S. equity securities	622			609			13			—			6,824			6,062			722			40
Total equity securities	$	919		$	906		$	13		$	—		$	13,854		$	12,834		$	965		$	55
Fixed income securities:
Debt - government-issued	$	468		$	198		$	270		$	—		$	8,410		$	496		$	7,914		$	—
Debt - corporate-issued	99			12			87			—			5,966			664			5,288			14
Debt - asset-backed	1			—			1			—			811			39			771			1
Total fixed income securities	$	568		$	210		$	358		$	—		$	15,187		$	1,199		$	13,973		$	15
Alternative investments: 2
Pooled Investment Vehicles	$	790		$	790		$	—		$	—		$	162		$	162		$	—		$	—
Private market securities	—			—			—			—			2			—			—			2
Real estate	72			6			—			66			355			262			—			93
Derivatives - asset position	6			—			6			—			461			18			443			—
Derivatives - liability position	(2		)	—			(2		)	—			(524		)	(19		)	(505		)	—
Total alternative investments	$	866		$	796		$	4		$	66		$	456		$	423		$	(62	)	$	95
Other investments 2	$	340		$	6		$	30		$	304		$	586		$	47		$	333		$	206
Subtotal	$	2,794		$	2,019		$	405		$	370		$	32,784		$	17,145		$	15,268		$	371
Investments measured at net asset value: 2
Debt - government-issued	$	152											$	208
Hedge funds	745												2,315
Private market securities	107												4,057
Real estate	—												2,192
Total investments measured at net asset value	$	1,004											$	8,772
Items to reconcile to fair value of plan assets:
Pension trust receivables 3	$	15											$	239
Pension trust payables 4	(56		)										(333		)
Total	$	3,757											$	41,462

1.	The Company's pension plans directly held less than $1 million (0 percent of total plan assets) of DuPont common stock at December 31, 2019. Historical EID's pension plans directly held $684 million (2 percent of total plan assets) at December 31, 2018.

2.	In 2018, the Company reviewed its fair value technique and elected to present assets valued at net asset value per share as a practical expedient outside of the fair value hierarchy. The assets are presented as "Investments measured at net asset value."

3.	Primarily receivables for investment securities sold.

4.	Primarily payables for investment securities purchased.

F-64

The following table summarizes the changes in the fair value of Level 3 pension plan assets for the years ended December 31, 2019 and 2018:

Fair Value Measurement of Level 3 Pension Plan Assets	Equity Securities			Fixed Income Securities			Alternative Investments			Other Investments			Total
In millions
Balance at Jan 1, 2018	$	60		$	45		$	112		$	—		$	217
Actual return on assets:
Relating to assets sold during 2018	(5		)	(76		)	1			1			(79		)
Relating to assets held at Dec 31, 2018	(4		)	83			(3		)	(11		)	65
Purchases, sales and settlements, net	5			(30		)	(1		)	216			190
Transfers out of Level 3, net	(1		)	(7		)	(14		)	—			(22		)
Balance at Dec 31, 2018	$	55		$	15		$	95		$	206		$	371
Actual return on assets:
Relating to assets sold during 2019	—			—			2			—			2
Relating to assets held at Dec 31, 2019	—			—			10			11			21
Purchases, sales and settlements, net	—			—			—			—			—
Transfers into Level 3, net	—			—			1			87			88
Transfers out of Level 3, spin related	(55		)	(15		)	(42		)	—			(112		)
Balance at Dec 31, 2019	$	—		$	—		$	66		$	304		$	370

Trust Assets

Historical EID entered into a trust agreement in 2013 (as amended and restated in 2017) that established and required Historical EID to fund a trust (the "Trust") for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement. Under the Trust agreement, the consummation of the Merger was a change in control event. After the distribution of Corteva, the Trust assets related to Corteva employees were transferred to a new trust for Corteva. As a result, the Trust currently held by DuPont relates solely to funding obligations to DuPont employees. At December 31, 2019, the balance in the Trust was $37 million compared to $43 million at December 31, 2018.

Defined Contribution Plans

Historical Dow

U.S. employees participated in defined contribution plans (Employee Savings Plans or 401(k) plans) by contributing a portion of their compensation, which was partially matched by Historical Dow. Defined contribution plans also covered employees in some subsidiaries in other countries, including Australia, Brazil, Canada, Italy, Spain and the United Kingdom. Expense recognized for all defined contribution plans was $242 million in 2018 and $367 million in 2017.

Historical EID

Historical EID provided defined contribution benefits to its employees. The most significant was the U.S. Retirement Savings Plan ("the Plan"), which covered all U.S. full-service employees. This Plan included a non-leveraged Employee Stock Ownership Plan ("ESOP"). Employees were not required to participate in the ESOP and those who did were free to diversify out of the ESOP. The purpose of the Plan was to provide retirement savings benefits for employees and to provide employees an opportunity to become stockholders of the Company. The Plan was a tax qualified contributory profit sharing plan, with cash or deferred arrangement and any eligible employee of Historical EID could participate. Historical EID's contributions to the Plan were $183 million in 2018 and post-Merger contributions were $53 million in 2017. Historical EID's matching contributions vested immediately upon contribution. The 3 percent nonmatching employer contribution vested after employees completed three years of service.

In addition, Historical EID made contributions to other defined contribution plans of $51 million in 2018 and post-Merger contributions to other defined contribution plans of $17 million in 2017.

F-65

DuPont

The Company provides defined contribution benefits to its employees. The most significant is the U.S. Retirement Savings Plan ("the Plan"), which covers all U.S. full-service employees. This Plan includes a non-leveraged Employee Stock Ownership Plan ("ESOP"). Employees are not required to participate in the ESOP and those who do are free to diversify out of the ESOP. The purpose of the Plan is to provide retirement savings benefits for employees and to provide employees an opportunity to become stockholders of the Company. The Plan is a tax qualified contributory profit sharing plan, with cash or deferred arrangement and any eligible employee of the Company may participate. Currently, the Company contributes 100 percent of the first 6 percent of the employee's contribution election and also contributes 3 percent of each eligible employee's eligible compensation regardless of the employee's contribution. The Company's matching contributions vest immediately upon contribution. The 3 percent nonmatching employer contribution vests after employees complete three years of service. The Company's contributions to the Plan in 2019 related to continuing operations were $82 million.

In addition, the Company made contributions to other defined contribution plans in 2019 in the amount of $24 million related to continuing operations.

NOTE 21 - STOCK-BASED COMPENSATION

On May 23, 2019, stockholders of DowDuPont approved a reverse stock split of DowDuPont shares of common stock. DowDuPont's Board of Directors established a reverse stock split ratio of 1 new share of DowDuPont common stock for every 3 shares of current DowDuPont common stock with par value of $0.01 per share. The stock split became effective immediately following the Corteva Distribution on June 1, 2019. All comparable periods presented have been retrospectively revised to reflect this change.

Effective with the Merger, on August 31, 2017, DowDuPont assumed all Historical Dow and Historical EID equity incentive compensation awards outstanding immediately prior to the Merger. The fair values of the converted awards were based on valuation assumptions developed by management and other information including, but not limited to, historical volatility and exercise trends of Historical Dow and Historical EID. All outstanding Historical Dow stock options and restricted stock unit ("RSU") (formerly termed deferred stock) awards were converted into stock options and RSU awards with respect to DowDuPont Common Stock. All outstanding and nonvested Historical Dow performance stock unit ("PSU") (formerly termed performance deferred stock) awards were converted into RSU awards with respect to DowDuPont Common Stock at the greater of the applicable performance target or the actual performance as of the effective time of the Merger.

In addition, the Company also assumed sponsorship of each equity incentive compensation plan of Historical Dow and Historical EID. Historical Dow and Historical EID did not merge their equity incentive plans as a result of the Merger. The Historical Dow and Historical EID stock-based compensation plans were assumed by DowDuPont and remained in place with the ability to grant and issue DowDuPont common stock until the Distributions. Immediately following the Corteva Distribution, DuPont adopted the DuPont Omnibus Incentive Plan ("DuPont OIP") which provides for equity-based and cash incentive awards to certain employees, directors, independent contractors and consultants. Upon adoption of the DuPont OIP, the Historical Dow and Historical EID plans were maintained and rolled into the DuPont OIP as separate subplans. The equity awards under these subplans have the same terms and conditions that were applicable to the awards under the Historical Dow and Historical EID plans immediately prior to the Distributions.

A description of the Company's stock-based compensation is discussed below followed by a description of Historical Dow and Historical EID stock-based compensation.

Accounting for Stock-Based Compensation

The Company grants stock-based compensation awards that vest over a specified period or upon employees meeting certain performance and/or retirement eligibility criteria. The fair value of equity instruments issued to employees is measured on the grant date. The fair value of liability instruments issued to employees is measured at the end of each quarter. The fair value of equity and liability instruments is expensed over the vesting period or, in the case of retirement, from the grant date to the date on which retirement eligibility provisions have been met and additional service is no longer required. The Company estimates expected forfeitures.

DuPont recognized share-based compensation expense in continuing operations of $106 million, $92 million and $19 million during the years ended December 31, 2019, 2018 and 2017, respectively. The income tax benefits related to stock-based compensation arrangements were $22 million, $19 million and $4 million for the years ended December 31, 2019, 2018 and 2017, respectively.

F-66

Total unrecognized pretax compensation cost related to nonvested stock option awards of $23 million at December 31, 2019, is expected to be recognized over a weighted-average period of 1.6 years. Total unrecognized pretax compensation cost related to RSUs and PSUs of $83 million at December 31, 2019, is expected to be recognized over a weighted average period of 2.0 years. The total fair value of RSUs and PSUs vested in the year ended December 31, 2019 was $37 million. The weighted average grant-date fair value of restricted stock units granted during 2019 was $72.67.

DuPont Omnibus Incentive Plan

The Company grants stock-based compensation awards to certain employees, directors, independent contractors and consultants in the form of stock incentive plans, which include stock options, RSUs and PSUs. The DuPont OIP has two subplans that have the same terms and conditions of the Historical Dow and Historical EID plans immediately prior to the Distributions. Awards previously granted under those plans that were nonvested will now vest in each subplan. All new awards will be granted by the OIP. Under the DuPont OIP, a maximum of 14 million shares of common stock may be awarded.

OIP Stock Options

The exercise price of shares subject to option is equal to the market price of the Company's stock on the date of grant. Stock option awards expire 10 years after the grant date. The plan allows retirement-eligible employees of the Company to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date.

The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards and the assumptions set forth in the table below. The weighted-average grant-date fair value of options granted for the year ended December 31, 2019. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:

OIP Weighted-Average Assumptions	2019
Dividend yield	1.8	%
Expected volatility	21.1	%
Risk-free interest rate	1.6	%
Expected life of stock options granted during period (years)	6.1

The Company determines the dividend yield by dividing the annualized dividend on DuPont's common stock by the option exercise price. A historical daily measurement of volatility (using DowDuPont stock information after the Merger date and a weighted average of Historical Dow and Historical EID prior to Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to DuPont's historical experience, adjusted for expected exercise patterns of in-the-money options.

The following table summarizes stock option activity for 2019 under the OIP:

OIP Stock Options	For the Year Ended December 31, 2019
	Number of Shares (in thousands)		Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2019	—		$	—
Granted	1,384		$	66.06
Exercised	—		$	—
Forfeited/Expired	(17	)	$	66.06
Outstanding at December 31, 2019	1,367		$	66.06		9.6		$	—
Exercisable at December 31, 2019	—		$	—		—		$	—

Additional Information about OIP Stock Options 1
In millions, except per share amounts	2019
Weighted-average fair value per share of options granted	$	11.85
Total compensation expense for stock options plans	$	5
Related tax benefit	$	1

1.	No awards have vested under the OIP as of December 31, 2019.

F-67

The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day of 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year end.

OIP Restricted Stock Units and Performance Deferred Stock

The Company grants RSUs to certain employees that serially vested over a three-year period and, upon vesting, convert one-for-one to DuPont common stock. A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.

The Company grants PSUs to senior leadership under a subplan of the DuPont OIP. Vesting for PSUs granted is based upon achieving certain adjusted operating EBITDA targets and certain return on invested capital ("ROIC") targets, weighted evenly between the metrics. Performance and payouts are determined independently for each metric. The actual award, delivered as DuPont common stock, can range from zero percent to two-hundred percent of the original grant. The weighted-average grant-date fair value of the PSUs is based upon the market price of the underlying common stock as of the grant date.

Nonvested awards of RSUs and PSUs are shown below.

OIP RSUs and PSUs	2019
	Number of Shares (in thousands)		Weighted Average Grant Date Fair Value (per share)
Nonvested at January 1, 2019	—		$	—
Granted	566		$	66.55
Vested	—		$	—
Forfeited	(5	)	$	66.06
Nonvested at December 31, 2019	561		$	66.56

Historical Dow Plans

Historical Dow granted stock-based compensation to employees and non-employee directors in the form of stock incentive plans, which include stock options, RSUs and restricted stock. Historical Dow also provided stock-based compensation in the form of PSUs and the Employee Stock Purchase Plan ("ESPP"), which grants eligible employees the right to purchase shares of Historical Dow Common Stock at a discounted price.

Historical Dow Valuation Methods and Assumptions

Historical Dow previously used a lattice-based option valuation model to estimate the fair value of stock options and used a Monte Carlo simulation for the market portion of PSU awards. Effective with the first quarter of 2018 grant, Historical Dow began using the Black-Scholes option valuation model to estimate the fair value of stock options. This valuation methodology was adopted as a result of the Merger to align valuation methodologies with Historical EID and better align with industry practice. Historical Dow used the Black-Scholes option valuation model for subscriptions to purchase shares under the ESPP. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:

Historical Dow Weighted-Average Assumptions 1	2018		2017
Dividend yield	2.13	%	3.01	%
Expected volatility	23.34	%	23.71	%
Risk-free interest rate	2.83	%	1.28	%
Expected life of stock options granted during period (years)	6.2		7.5
Life of Employee Stock Purchase Plan (months)	—		3

1.	No awards were granted by the Company out of the Historical Dow plan during 2019.

The dividend yield assumption was equal to the dividend yield on the grant date, which reflected the most recent DowDuPont quarterly dividend payment of $0.38 per share in 2018 ($0.46 per share in 2017 on Historical Dow Common Stock). The expected volatility assumptions for the 2017 stock options and ESPP were based on an equal weighting of the historical daily volatility for the contractual term of the awards and current implied volatility from exchange-traded options. The expected volatility assumptions for the 2018 stock options were based on an equal weighting of the historical daily volatility for the expected term of the awards and current implied volatility from exchange-traded options. The expected volatility assumption for the market portion of the 2017 PSU awards were based on historical daily volatility for the term of the award. The risk-free interest rate was based on the weighted-average of U.S. Treasury strip rates over the contractual term of the 2017 options. The risk-free interest rate was based on the

F-68

U.S. Treasury strip rates over the expected life of the 2018 options. The expected life of stock options granted was based on an analysis of historical exercise patterns.

Historical Dow Stock Incentive Plan

Historical Dow previously granted equity awards under various plans (the "Prior Plans"). On February 9, 2012, Historical Dow's Board of Directors authorized The Dow Chemical Company 2012 Stock Incentive Plan (the "2012 Plan"), which was approved by stockholders at Historical Dow's annual meeting on May 10, 2012 ("Original Effective Date") and became effective on that date. On February 13, 2014, Historical Dow's Board of Directors adopted The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan (the "2012 Restated Plan"). The 2012 Restated Plan was approved by stockholders at Historical Dow's annual meeting on May 15, 2014, and became effective on that date. The Prior Plans were superseded by the 2012 Plan and the 2012 Restated Plan (collectively, the "2012 Plan"). Under the 2012 Plan, Historical Dow may grant options, RSUs, PSUs, restricted stock, stock appreciation rights and stock units to employees and non-employee directors until the tenth anniversary of the Original Effective Date, subject to an aggregate limit and annual individual limits. The terms of the grants are fixed at the grant date. Historical Dow's stock-based compensation programs were assumed by DowDuPont and continue in place with the ability to grant and issue DowDuPont common stock.

In connection with the Merger, on August 31, 2017 ("Conversion Date") all outstanding Historical Dow stock options and RSU awards were converted into stock options and RSU awards with respect to DowDuPont Common Stock. The stock options and RSU awards have the same terms and conditions under the applicable plans and award agreements prior to the Merger. All outstanding and nonvested PSU awards were converted into RSU awards with respect to DowDuPont Common Stock at the greater of the applicable performance target or the actual performance as of the effective time of the Merger. Changes in the fair value of liability instruments are recognized as compensation expense each quarter. Upon the adoption of the OIP, the 2012 Plan became an inactive sub plan of the OIP and no longer grants new awards. All previously granted awards still vest under the 2012 Plan with the same terms and conditions that were applicable to the awards immediately prior to the Distributions.

Historical Dow Stock Options

Historical Dow granted stock options to certain employees, subject to certain annual and individual limits, with terms of the grants fixed at the grant date. The exercise price of each stock option equals the market price of Historical Dow’s stock on the grant date. Options vest from one year to three years, and had a maximum term of 10 years.

The following table summarizes stock option activity for 2019:

Historical Dow Stock Options	2019
	Number of Shares (in thousands)		Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2019	28,846		$	46.70
Granted 1	—		$	—
Exercised	(34	)	$	46.48
Forfeited/Expired	(9	)	$	67.71
Canceled and assigned	(28,114	)	$	46.70
Outstanding at December 31, 2019	689		$	58.21		3.17	$	59
Exercisable at December 31, 2019	554		$	54.44		2.38	$	59

1.	No awards were granted by the Company out of the Historical Dow plan during 2019.

Additional Information about Historical Dow Stock Options 1
In millions, except per share amounts	2019			2018			2017
Weighted-average fair value per share of options granted	$	—		$	15.38		$	14.44
Total compensation expense for stock options plans	$	1		$	68		$	37
Related tax benefit	$	—		$	15		$	14
Total amount of cash received from the exercise of options	$	2		$	112		$	310
Total intrinsic value of options exercised 2	$	1		$	160		$	286
Related tax benefit	$	—		$	36		$	106

1.	No awards were granted by the Company out of the Historical Dow plan during 2019.

2. Difference between the market price at exercise and the price paid by the employee to exercise the options.

F-69

Historical Dow Restricted Stock Units

Historical Dow granted restricted stock units to certain employees. The grants vest after a designated period of time, generally one to five years. The following table shows changes in nonvested RSUs:

Historical Dow RSU Awards	2019
Shares in thousands	Shares		Grant Date Fair Value 1
Nonvested at January 1, 2019	9,735		$	57.41
Granted 2	—		$	—
Vested	(7	)	$	69.05
Forfeited	(9,392	)	$	57.43
Nonvested at December 31, 2019	336		$	81.12

1. Weighted-average per share.

2.	No awards were granted by the Company out of the Historical Dow plan during 2019.

Additional Information about Historical Dow RSUs 1
In millions, except per share amounts	2019			2018			2017
Weighted-average fair value per share of RSUs granted	$	—		$	71.46		$	61.29
Total fair value of RSUs vested	$	1		$	382		$	179
Related tax benefit	$	—		$	86		$	66
Total compensation expense for RSU awards	$	4		$	144		$	178
Related tax benefit	$	1		$	32		$	66

1.	No awards were granted out of the Historical Dow plan during 2019.

In 2018, Historical Dow paid $45 million in cash, equal to the value of the stock award on the date of delivery, to certain executive employees to settle approximately 625,000 RSUs (there were no RSUs settled in cash in 2017).

Total incremental pretax compensation expense resulting from the conversion of PSU awards into RSU awards was $25 million ($20 million was recognized in the second half of 2017 and $5 million to be recognized over the remaining service period). Approximately 5,000 employees were impacted by the conversion.

Historical Dow Performance Stock Units

Historical Dow granted performance stock units to certain employees. The grants vest when specified performance targets are attained, such as return on capital and relative total shareholder return, over a predetermined period, generally one year to three years. In November 2017, DowDuPont granted PSUs to senior leadership measured on the realization of cost savings in connection with cost synergy commitments, as well as the Company’s ability to complete the Intended Business Separations. Performance and payouts are determined independently for each metric. Compensation expense related to PSU awards is recognized over the lesser of the service or performance period. Changes in the fair value of liability instruments are recognized as compensation expense each quarter.

The following table shows the PSU awards granted:

Historical Dow PSU Awards		Target Shares Granted 1		Grant Date Fair Value 2
Shares in thousands
Year	Performance Period
2017	Sep 1, 2017 - Aug 31, 2019	232		$	71.16
2017 3	Jan 1, 2017 - Dec 31, 2019	1,728		$	81.99

1. At the end of the performance period, the actual number of shares issued can range from zero to 200 percent of the target shares granted.

2. Weighted-average per share.

3. Converted to RSU awards at Conversion Date.

F-70

Additional Information about Historical Dow PSUs
In millions, except share amounts	2018			2017
Total fair value of PSUs vested and delivered 1	$	—		$	202
Related tax benefit	$	—		$	75
Total compensation expense for PSU awards	$	12		$	106
Related tax benefit	$	3		$	39
Shares of PSUs settled in cash (in thousands) 2	—			616
Total cash paid to settle PSU awards 3	$	—		$	38

1. Includes the fair value of shares vested in prior years and delivered in the reporting year.

2. PSU awards vested in prior years and delivered in the reporting year.

3. Cash paid to certain executive employees for PSU awards vested in prior periods and delivered in the reporting year, equal to the value of the stock award on the date of delivery.

Historical Dow Restricted Stock

Under the 2012 Plan, Historical Dow had the option to grant shares (including options, stock appreciation rights, stock units and restricted stock) to non-employee directors over the 10-year duration of the program, subject to the plan's aggregate limit as well as annual individual limits. The restricted stock issued under this plan cannot be sold, assigned, pledged or otherwise transferred by the non-employee director, until retirement or termination of service to Historical Dow. The following table shows the restricted stock issued under this plan:

Historical Dow Restricted Stock 1	Shares Issued (in thousands)		Weighted-Average Fair Value
Year
2018	36		$	62.82
2017	33		$	62.04

1.	No awards were granted out of the Historical Dow plan during 2019.

Historical Dow Employee Stock Purchase Plan

On February 9, 2012, Historical Dow's Board of Directors authorized The Dow Chemical Company 2012 Employee Stock Purchase Plan (the "2012 ESPP") which was approved by stockholders at Historical Dow’s annual meeting on May 10, 2012. When offered, most employees are eligible to purchase shares of common stock of Historical Dow valued at up to 10 percent of their annual base salary. The value is determined using the plan price multiplied by the number of shares subscribed to by the employee. The plan price of the stock is set at an amount equal to at least 85 percent of the fair market value (closing price) of the common stock on a date during the fourth quarter of the year prior to the offering, or the average fair market value (closing price) of the common stock over a period during the fourth quarter of the year prior to the offering, in each case, specified by Historical Dow's Executive Vice President of Human Resources. The last offering of Historical Dow's 2012 ESPP closed on July 15, 2017. The ESPP was not offered in 2019 or 2018 and no current offerings remain outstanding.

Additional Information about Historical Dow Employee Stock Purchase Plan
In millions, except per share amounts	2017
Weighted-average fair value per share of purchase rights granted	$	10.70
Total compensation expense for ESPP	$	38
Related tax benefit	$	14
Total amount of cash received from the exercise of purchase rights	$	179
Total intrinsic value of purchase rights exercised 1	$	48
Related tax benefit	$	18

1. Difference between the market price at exercise and the price paid by the employee to exercise the purchase rights.

Historical EID Plans

Prior to the Merger, Historical EID provided share-based compensation to its employees through grants of stock options, RSUs and PSUs. Most of these awards have been granted annually in the first quarter of each calendar year. Subsequent to the Merger, DowDuPont assumed sponsorship of the equity incentive compensation plan of Historical EID.

F-71

Historical EID Equity Incentive Plan

Historical EID's Equity Incentive Plan ("Historical EID EIP"), as amended and restated effective August 31, 2017, provides for equity-based and cash incentive awards to certain employees, directors and consultants. Under the Historical EID EIP, the maximum number of shares reserved for the grant or settlement of awards was 110 million shares, provided that each share in excess of 30 million that was issued with respect to any award that was not an option or stock appreciation right be counted against the 110 million share limit as four and one-half shares. Historical EID satisfied stock option exercises and vesting of RSUs and PSUs with shares of DowDuPont Common Stock. Upon the adoption of the OIP, Historical EID EIP became an inactive sub plan of the OIP and no longer grants new awards. All previously granted awards still vest under the Historical EID EIP with the same terms and conditions that were applicable to the awards immediately prior to the Distributions.

Historical EID Stock Options

The exercise price of shares subject to option is equal to the market price of Historical EID's stock on the date of grant. When converted into the right to receive 1.282 shares of DowDuPont Common Stock, the exercise price was also adjusted by the 1.282 conversion factor. All options vest serially over a three-year period. Stock option awards granted between 2010 and 2015 expire seven years after the grant date and options granted between 2016 and 2018 expire ten years after the grant date. The plan allowed retirement-eligible employees of Historical EID to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. The awards have the same terms and conditions as were applicable to such equity awards immediately prior to the Merger closing date.

Historical EID used the Black-Scholes option pricing model to determine the fair value of stock option awards and the assumptions set forth in the table below. The weighted-average grant-date fair value of options granted for the years ended December 31, 2019, December 31, 2018 and December 31, 2017 was $15.69, $15.46 and $28.56, respectively. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:

Historical EID Weighted-Average Assumptions	2019		2018		2017
Dividend yield	1.6	%	2.1	%	2.2	%
Expected volatility	19.8	%	23.3	%	23.59	%
Risk-free interest rate	2.4	%	2.8	%	2.1	%
Expected life of stock options granted during period (years)	6.1		6.2		7.2

Historical EID determined the dividend yield by dividing the annualized dividend on DowDuPont's Common Stock by the option exercise price. A historical daily measurement of volatility (using DowDuPont stock information after the Merger date and a weighted average of Historical Dow and Historical EID prior to Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to Historical EID's historical experience, adjusted for expected exercise patterns of in-the-money options.

The following table summarizes stock option activity for 2019 under Historical EID's EIP:

Historical EID Stock Options	2019
	Number of Shares (in thousands)		Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2019	17,079		$	53.26
Granted	121		$	80.29
Exercised	(354	)	$	43.12
Forfeited/Expired	(46	)	$	72.53
Canceled and assigned	(11,139	)	$	53.28
Outstanding at December 31, 2019	5,661		$	67.60		5.14	3,476
Exercisable at December 31, 2019	4,024		$	65.35		4.04	3,289

1. Weighted-average per share.

F-72

Historical EID RSUs and PSUs

Historical EID issued RSUs that serially vested over a three-year period and, upon vesting, convert one-for-one to DowDuPont Common Stock. A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. Additional RSUs were also granted periodically to key senior management employees. These RSUs generally vested over periods ranging from three years to five years. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date. The awards have the same terms and conditions as were applicable to such equity awards immediately prior to the Merger closing date.

Historical EID granted PSUs to senior leadership. Upon a change in control, Historical EID's EIP provisions required PSUs to be converted into RSUs based on the number of PSUs that would vest by assuming that target levels of performance are achieved. Service requirements for vesting in the RSUs replicate those inherent in the exchanged PSUs.

Vesting for PSUs granted in 2016 and for the period January 1 through August 31, 2017 is based upon total shareholder return ("TSR") relative to peer companies. Vesting for PSUs granted in 2015 is equally based upon change in operating net income relative to target and TSR relative to peer companies. Operating net income is net income attributable to Historical EID excluding income from discontinued operations after taxes, significant after-tax benefits (charges), and non-operating pension and other postretirement benefit costs. Performance and payouts are determined independently for each metric. The actual award, delivered as DowDuPont Common Stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs granted for the period January 1 through August 31, 2017, subject to the TSR metric, was $91.56, and estimated using a Monte Carlo simulation. The weighted-average grant-date fair value of the PSUs, subject to the revenue metric, was based upon the market price of the underlying common stock as of the grant date.

In accordance with the DWDP Merger Agreement, PSUs converted to RSU awards based on an assessment of the underlying market conditions in the PSUs at the greater of target or actual performance levels as of the closing date. As the actual performance levels were not in excess of target as of the closing date, all PSUs converted to RSUs based on target and there was no incremental benefit from the DWDP Merger Agreement when compared with Historical EID’s EIP.

In November 2017, DowDuPont granted PSUs to senior leadership that vest partially based on the realization of cost savings in connection with cost synergy commitments, as well as DowDuPont’s ability to complete the Intended Business Separations. Performance and payouts are determined independently for each metric. The actual award, delivered in DowDuPont Common Stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant date fair value of the PSUs granted in November 2017 of $71.16 was based upon the market price of the underlying common stock as of the grant date. There were no PSUs granted in the years ended December 31, 2019 and December 31, 2018.

Nonvested awards of RSUs and PSUs are shown below.

Historical EID RSUs and PSUs	2019
Shares in thousands	Shares		Grant Date Fair Value 1
Nonvested at January 1, 2019	3,147		$	68.18
Granted	1,180		$	70.69
Vested	(1,175	)	$	70.30
Forfeited	(1,452	)	$	68.24
Nonvested at December 31, 2019	1,700		$	74.14

1. Weighted-average per share.

The weighted average grant-date fair value of stock units granted during 2019, 2018 and 2017 was $70.69, $70.37 and $70.02, respectively.

F-73

NOTE 22 - FINANCIAL INSTRUMENTS

The following table summarizes the fair value of financial instruments at December 31, 2019 and December 31, 2018:

Fair Value of Financial Instruments	December 31, 2019												December 31, 2018
In millions	Cost			Gain			Loss			Fair Value			Cost			Gain			Loss			Fair Value
Cash equivalents	$	417		$	—		$	—		$	417		$	8,226		$	—		$	—		$	8,226
Restricted cash equivalents 1	$	37		$	—		$	—		$	37		$	43		$	—		$	—		$	43
Marketable securities	$	—		$	—		$	—		$	—		$	29		$	—		$	—		$	29
Equity securities 2	$	1		$	—		$	—		$	1		$	2		$	—		$	—		$	2
Total cash equivalents and restricted cash, marketable securities and other investments	$	455		$	—		$	—		$	455		$	8,300		$	—		$	—		$	8,300
Long-term debt including debt due within one year	$	(15,618	)	$	—		$	(1,633	)	$	(17,251	)	$	(12,635	)	$	5		$	(461	)	$	(13,091	)
Derivatives relating to:
Foreign currency 3	—			6			(7		)	(1		)	—			37			(6		)	31
Total derivatives	$	—		$	6		$	(7	)	$	(1	)	$	—		$	37		$	(6	)	$	31

1.	Classified as "Other current assets" in the Consolidated Balance Sheets. See Note 7 for more information on Restricted Cash.

2.	Equity securities with a readily determinable fair value. Presented in accordance with ASU 2016-01. "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities."

3. Presented net of cash collateral where master netting arrangements allow.

At December 31, 2019, the Company had $417 million ($8,226 million at December 31, 2018) of held-to-maturity securities (primarily time deposits and money market funds) classified as cash equivalents, as these securities had maturities of three months or less at the time of purchase. At December 31, 2018, the Company had $29 million of held-to-maturity securities (primarily time deposits) classified as marketable securities as these securities had maturities of more than three months to less than 1 year at the time of purchase. The Company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value. These securities are included in "Cash and cash equivalents," "Marketable securities," and "Other current assets" in the Consolidated Balance Sheets.

Derivative 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. The Company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.

Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the Company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps. The Company has not designated any derivatives or non-derivatives as hedging instruments.

The Company's financial risk management procedures also address counterparty credit approval, limits and routine exposure 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 utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. 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 notional amounts of the Company's derivative instruments were as follows:

Notional Amounts	December 31, 2019			December 31, 2018
In millions
Derivatives not designated as hedging instruments:
Foreign currency contracts 1	$	26		$	2,057
Commodity contracts	$	11		$	9

1.	Presented net of contracts bought and sold.

F-74

Derivatives not Designated in Hedging Relationships

Foreign Currency Contracts

The Company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. 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 intends to achieve a minimal earnings impact, after taxes. The Company also 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 the contracts offset changes in the USD value of the related foreign currency-denominated revenues.

Commodity Contracts

The Company utilizes options, futures and swaps that are not designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of inventory such as soybeans, soybean oil and soybean meal.

Fair Value of Derivative Instruments

Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Consolidated Balance Sheets. The presentation of the Company's derivative assets and liabilities is as follows:

Fair Value of Derivative Instruments at December 31, 2019
In millions	Balance Sheet Classification	Gross			Counterparty and Cash Collateral Netting 1			Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	16			(10		)	6
Total asset derivatives		$	16		$	(10	)	$	6
Liability derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Accrued and other current liabilities	$	17		$	(10	)	$	7
Total liability derivatives		$	17		$	(10	)	$	7

Fair Value of Derivative Instruments at December 31, 2018
In millions	Balance Sheet Classification	Gross			Counterparty and Cash Collateral Netting 1			Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	$	72		$	(35	)	$	37
Total asset derivatives		$	72		$	(35	)	$	37
Liability derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Accrued and other current liabilities	$	21		$	(15	)	$	6
Total liability derivatives		$	21		$	(15	)	$	6

1.	Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty. The Company held cash collateral of $20 million as of December 31, 2018.

F-75

Effect of Derivative Instruments

Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities. The amount charged on a pretax basis related to foreign currency derivatives not designated as a hedge, which was included in “Sundry income (expense) - net” in the Consolidated Statements of Operations, was a loss of $62 million for the year ended December 31, 2019 ($94 million gain for the year ended December 31, 2018 and $91 million gain for the year ended December 31, 2017). The income statement effects of other derivatives were immaterial.

Reclassification from AOCL

The Company does not expect to reclassify gains related to foreign currency contracts from AOCL to income within the next 12 months.

NOTE 23 - FAIR VALUE MEASUREMENTS

Fair Value Measurements on a Recurring Basis

The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:

Basis of Fair Value Measurements on a Recurring Basis at December 31, 2019	Significant Other Observable Inputs (Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1	$	454
Derivatives relating to: 2
Foreign currency contracts	16
Total assets at fair value	$	470
Liabilities at fair value:
Long-term debt including debt due within one year 3	$	17,251
Derivatives relating to: 3
Foreign currency contracts	17
Total liabilities at fair value	$	17,268

1.	Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the Consolidated Balance Sheets and held at amortized cost, which approximates fair value.

2.	See Note 22 for the classification of derivatives in the Consolidated Balance Sheets.

3.	See Note 22 for information on fair value measurements of long-term debt.

Basis of Fair Value Measurements on a Recurring Basis at December 31, 2018	Significant Other Observable Inputs (Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1	$	8,269
Marketable securities 2	29
Derivatives relating to: 3
Foreign currency contracts	72
Total assets at fair value	$	8,370
Liabilities at fair value:
Long-term debt including debt due within one year 4	$	13,091
Derivatives relating to: 3
Foreign currency contracts	21
Total liabilities at fair value	$	13,112

1.	Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the Consolidated Balance Sheets and held at amortized cost, which approximates fair value.

2.	Primarily time deposits with maturities of greater than three months at time of acquisition.

3.	See Note 22 for the classification of derivatives in the Consolidated Balance Sheets

4.	See Note 22 for information on fair value measurements of long-term debt.

F-76

The Company has equity securities of $1 million and $2 million as of December 31, 2019 and December 31, 2018, respectively, classified as level 1 measurements. The Company’s investments in equity securities are included in “Other investments” in the Consolidated Balance Sheets.

For assets classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. For time deposits classified as held-to-maturity investments and reported at amortized cost, fair value is based on an observable interest rate for similar securities. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks.

For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.

For all other assets and liabilities for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models.

There were no transfers between Levels 1 and 2 during the year ended December 31, 2019 and December 31, 2018.

Fair Value Measurements on a Nonrecurring Basis

The following table summarizes the basis used to measure certain assets at fair value on a nonrecurring basis:

Basis of Fair Value Measurements on a Nonrecurring Basis			Significant Other Unobservable Inputs (Level 3)			Total Losses
In millions
2019
Assets at fair value:
Long-lived assets, intangible assets, and equity method investments			$	3		$	(63	)
2018
Assets at fair value:
Long-lived assets and other assets			$	—		$	(32	)
2017
Assets at fair value:
Long-lived assets, intangible assets, and other assets			$	—		$	(177	)

2019 Fair Value Measurements on a Nonrecurring Basis

During the second quarter of 2019, the Company recorded goodwill impairment charges related to the Nutrition & Biosciences

and the Non-Core segments. See Note 14 for further discussion of these fair value measurements.

The Internal SP Distribution served as a triggering event to assess equity method investments for impairment. The Company recorded an other-than-temporary impairment, classified as Level 3 measurements, on an equity method investment during the second quarter of 2019. The impairment charge of $63 million was recorded in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations. See Note 6 for further discussion of these fair value measurements.

2018 & 2017 Fair Value Measurements on a Nonrecurring Basis

The Company has or will shut down a number of manufacturing, R&D, other non-manufacturing facilities and corporate facilities around the world as part of its restructuring programs. Certain inventory, corporate facilities and manufacturing facilities and related assets, were written down to zero. The related charges totaled $32 million and $177 million for the year ended December 31, 2018 and 2017, respectively, and were included in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations. See Note 6 for additional information on the Company's restructuring activities.

F-77

NOTE 24 - SEGMENTS AND GEOGRAPHIC REGIONS

The new segments are aligned with the market verticals they serve, while maintaining integration and innovation strengths within strategic value chains. DuPont is comprised of five operating segments: Electronics & Imaging; Nutrition & Biosciences; Safety & Construction; Transportation & Industrial; and Non-Core. Corporate contains the reconciliation between the totals for the reportable segments and the Company’s totals. The above reflects the following changes:

Effective June 1, 2019, DuPont changed its management and reporting structure resulting in the creation of a new Non-Core segment ("Second Quarter Segment Realignment").

•	The Second Quarter Segment Realignment resulted in the following being realigned to Non-Core:

◦	Photovoltaic and Advanced Materials business unit (including the HSC Group joint ventures: DC HSC Holdings LLC and Hemlock Semiconductor L.L.C) from the Electronics & Imaging segment;

◦	Biomaterials and Clean Technologies business units from the Nutrition & Biosciences segment;

◦	DuPont Teijin Films joint venture from the Transportation & Industrial (formerly known as Transportation & Advanced Polymers) segment; and

◦	Sustainable Solutions business unit from the Safety & Construction segment.

• In addition, the following changes have occurred:

◦	Consolidation of the Nutrition & Health business with the Industrial Biosciences business within the Nutrition & Biosciences reportable segment. Previously, Nutrition & Health and Industrial Biosciences were separate operating segments which did not meet the quantitative thresholds.

◦	Pre-commercial activities related to the Biomaterials business unit was realigned from Corporate to Non-Core, with the remaining pre-commercial activities realigned to the Nutrition & Biosciences segment.

Effective October 1, 2019, Electronics & Imaging realigned its product lines as Image Solutions, Interconnect Solutions and Semiconductor Technologies.

These reporting changes have been retrospectively reflected in the segment results for all periods presented.

Major products by segment include: Electronics & Imaging (printing and packaging materials, photopolymers and electronic materials); Nutrition & Biosciences (probiotics, cultures, emulsifiers, texturants, natural sweeteners and soy-based food ingredients, enzymes, bio-based materials, cellulosics and process technologies); Transportation & Industrial (engineering resins, adhesives, silicones, lubricants and parts); Safety and Construction (nonwovens, aramids, construction materials, water filtration and purification resins, elements and membranes) and Non-Core (specialty biotechnology materials, alkylation technology, sulfuric acid technology, hydroprocessing technology, polyester films, metallization pastes, polyvinyl fluoromaterials, silicone encapsulants and adhesives, polycrystalline silicon, and sustainable materials and services.) The Company operates globally in substantially all of its product lines. Transfers of products between operating segments are generally valued at cost.

The Company's measure of profit/loss for segment reporting purposes is pro forma Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assessed performance and allocates resources. The Company defines pro forma Operating EBITDA as pro forma earnings (i.e. pro forma "Income (loss) from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post employment benefits (“OPEB”) / charges, and foreign exchange gains/losses, excluding the impact of costs historically allocated to the materials science and agriculture businesses that did not meet the criteria to be recorded as discontinued operations and adjusted for significant items. Reconciliations of these measures are provided on the following pages.

Pro forma adjustments were determined in accordance with Article 11 of Regulation S-X. Pro forma financial information is based on the Consolidated Financial Statements of DuPont, adjusted to give effect to the impact of certain items directly attributable to the Merger, the Distributions, and the Term Loan Facilities, the 2018 Senior Notes and the Funding CP Issuance (together, the "Financings"), including the use of proceeds from such Financings (collectively the "Transactions"). The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the Transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results. Events that are not expected to have a continuing impact on the combined results are excluded from the pro forma adjustments. Those pro forma adjustments include the impact of various supply agreements entered into in connection with the Dow Distribution ("supply agreements") and are adjustments to "Cost of sales". The impact of these supply agreements are reflected in pro forma Operating EBITDA for the periods noted above as they are included in the measure of profit/loss reviewed by the CODM in order to show meaningful comparability among periods while assessing performance and making resource allocation decisions.

F-78

Sales are attributed to geographic regions based on customer location; long-lived assets are attributed to geographic regions based on asset location.

Net Trade Revenue by Geographic Region - As Reported	2019			2018			2017
In millions
United States	$	6,688		$	6,764		$	3,485
Canada	434			465			245
EMEA 1	5,027			5,610			2,654
Asia Pacific 2	8,113			8,458			4,728
Latin America	1,250			1,297			560
Total	$	21,512		$	22,594		$	11,672

1.	Europe, Middle East and Africa.

2. Net sales attributed to China for the years ended December 31, 2019, 2018 and 2017 were $3,297 million, $3,338 million and $1,697 million, respectively.

Net Trade Revenue by Geographic Region - Pro Forma	2017
In millions
United States	$	6,392
Canada	416
EMEA 1	5,061
Asia Pacific 2	7,913
Latin America	1,218
Total	$	21,000

1.	Europe, Middle East and Africa.

2. Pro forma net sales attributed to China for the year ended December 31, 2017 was $3,092 million.

Long-lived Assets by Geographic Region	December 31,
In millions	2019			2018			2017
United States	$	5,583		$	5,506		$	5,608
Canada	69			56			64
EMEA 1	2,809			2,715			2,786
Asia Pacific	1,525			1,494			1,431
Latin America	157			146			140
Total	$	10,143		$	9,917		$	10,029

1.	Europe, Middle East and Africa.

F-79

Segment Information	Elect. & Imaging			Nutrition & Biosciences			Transp. & Industrial			Safety & Const.			Non-Core			Corporate			Total
In millions
For the Year Ended December 31, 2019
Net sales	$	3,554		$	6,076		$	4,950		$	5,201		$	1,731		$	—		$	21,512
Pro forma operating EBITDA 1	1,147			1,427			1,313			1,419			491			(157		)	5,640
Equity in earnings (losses) of nonconsolidated affiliates 2	24			(1		)	4			27			258			—			312
Restructuring and asset related charges - net 3	47			122			19			32			—			94			314
Depreciation and amortization	339			675			423			503			127			(1		)	2,066
Assets of continuing operations	12,042			21,553			14,336			15,060			3,738			2,667			69,396
Investment in nonconsolidated affiliates	510			34			75			326			259			—			1,204
Capital expenditures	298			445			284			408			57			—			1,492
For the Year Ended December 31, 2018
Net sales	$	3,635		$	6,216		$	5,422		$	5,294		$	2,027		$	—		$	22,594
Pro forma operating EBITDA 1	1,210			1,445			1,518			1,283			677			(228		)	5,905
Equity in earnings (losses) of nonconsolidated affiliates	23			(1		)	1			24			400			—			447
Restructuring asset related charges - net 3	2			29			2			24			(12		)	102			147
Depreciation and amortization	390			643			456			549			124			8			2,170
Assets of continuing operations	12,212			22,716			14,363			14,749			4,366			9,174			77,580
Investment in nonconsolidated affiliates	519			103			75			328			720			—			1,745
Capital expenditures	230			404			199			342			69			—			1,244
For the Year Ended December 31, 2017
Net sales	$	2,713		$	2,580		$	2,463		$	2,958		$	958		$	—		$	11,672
Pro forma net sales	3,592			5,389			4,958			5,003			2,058			—			21,000
Pro forma operating EBITDA 1	1,190			1,162			1,235			1,178			661			(257		)	5,169
Equity in earnings (losses) of nonconsolidated affiliates	2			7			1			1			356			—			367
Pro forma equity in earnings (losses) of nonconsolidated affiliates	20			(2		)	5			18			369			—			410
Restructuring and asset related charges - net 3	124			2			6			53			31			72			288
Depreciation and amortization	283			239			204			267			67			—			1,060
Pro forma depreciation and amortization	394			562			456			562			132			25			2,131
Assets of continuing operations	12,277			23,659			14,431			14,839			4,660			5,755			75,621
Investment in nonconsolidated affiliates	530			100			75			351			840			—			1,896
Capital expenditures	101			156			78			184			32			—			551

1.	A reconciliation of "Income (loss) from continuing operations, net of tax" to pro forma Operating EBITDA, is provided in the table on the following page.

2.

Represents equity in earnings (losses) of nonconsolidated affiliates included in pro forma Operating EBITDA, the Company's measure of profit/loss for segment reporting purposes, which excludes significant items. Accordingly, the Non-Core segment presented above excludes a net charge of $224 million related to a joint venture and a restructuring charge of $4 million which are presented in "Equity in earnings of nonconsolidated affiliates" in the Company's Consolidated Statement of Operations.

3.	See Note 6 for information regarding the Company's restructuring programs and asset related charges.

F-80

Segment Information Reconciliation to Consolidated Financial Statements	Segment Totals			Corteva Distribution			Dow Distribution			Total
In millions
For the Year Ended December 31, 2019
Capital expenditures	$	1,492		$	383		$	597		$	2,472
Depreciation and amortization	2,066			385			744			3,195
For the Year Ended December 31, 2018
Capital expenditures	$	1,244		$	531		$	2,062		$	3,837
Depreciation and amortization	2,170			913			2,835			5,918
For the Year Ended December 31, 2017
Capital expenditures	$	551		$	269		$	2,750		$	3,570
Depreciation and amortization	1,060			420			2,489			3,969

Total Asset Reconciliation at December 31,	2019			2018			2017
In millions
Assets of continuing operations	$	69,396		$	77,580		$	75,621
Assets of discontinued operations	—			110,275			116,286
Total assets	$	69,396		$	187,855		$	191,907

Reconciliation of "(Loss) Income from continuing operations, net of tax" to Pro Forma Operating EBITDA	2019			2018			2017
In millions
(Loss) Income from continuing operations, net of tax	$	(614	)	$	405		$	233
+ Provision for income taxes on continuing operations	140			195			(1,758		)
(Loss) Income from continuing operations before income taxes	$	(474	)	$	600		$	(1,525	)
+ Pro forma adjustments 1	122			(210		)	(320		)
+ Depreciation and amortization	2,066			2,170			2,131
- Interest income 2	55			39			22
+ Interest expense 3	697			684			684
- Non-operating pension/OPEB benefit 2	74			96			57
- Foreign exchange gains (losses), net 2, 4	(110		)	(43		)	(493		)
+ Costs historically allocated to the materials science and agriculture businesses 5	256			1,044			1,192
- Adjusted significant items	(2,992		)	(1,709		)	(2,593		)
Pro Forma Operating EBITDA	$	5,640		$	5,905		$	5,169

1.	Reflects the net pro forma impact of items directly attributable to the Transactions, as applicable. Reconciling items between "(Loss) Income from continuing operations before income taxes" and pro forma operating EBTIDA for the year ended December 31, 2017 are presented on a pro forma basis giving effect to the Merger.

2. Included in "Sundry income (expense) - net."

3. Presented on a pro forma basis giving effect to the Financings.

4.	Excludes a $50 million pretax foreign exchange loss significant item related to adjustments to Historical EID's foreign currency exchange contracts as a result of U.S. tax reform for the year ended December 31, 2018.

5. Costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with ASC 205.

F-81

The adjusted significant items for the years ended December 31, 2019, 2018 and 2017 are presented on a pro forma basis. The following tables summarize the pretax impact of adjusted significant items by segment that are excluded from pro forma Operating EBITDA above:

Adjusted Significant Items by Segment for the Year Ended December 31, 2019 (Pro Forma)	Elect. & Imaging			Nutrition & Biosciences			Transp. & Industrial			Safety & Construction			Non-Core			Corporate			Total
In millions
Integration and separation costs 1	$	—		$	—		$	—		$	—		$	—		$	(1,169	)	$	(1,169	)
Restructuring and asset related charges - net 2	(47		)	(122		)	(19		)	(32		)	(4		)	(94		)	(318		)
Goodwill impairment charges 3	—			(933		)	—			—			(242		)	—			(1,175		)
Net charge related to a joint venture 4	—			—			—			—			(208		)	—			(208		)
Income tax related items 5	—			—			—			(48		)	—			(74		)	(122		)
Total	$	(47	)	$	(1,055	)	$	(19	)	$	(80	)	$	(454	)	$	(1,337	)	$	(2,992	)

1.	Integration and separation costs related to the Merger, post-Merger integration, the Distributions and, beginning in the fourth quarter of 2019, the intended separation of the N&B Business.

2.	Includes Board approved restructuring plans and asset related charges, which include other asset impairments. See Note 6 for additional information.

3.	See Note 14 for additional information.

4. Reflects the Company’s share of net charges related to its investment in the HSC Group, consisting of $456 million in asset impairment charges, primarily fixed assets, partially offset by benefits associated with certain customer contract settlements of $248 million deemed non-recurring in nature.

5. Includes a $48 million charge which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement and a $74 million charge related to tax indemnifications, primarily associated with an adjustment to a one-time transition tax liability required by the Tax Cuts and Jobs Act of 2017, which were recorded in accordance with the Amended and Restated Tax Matters Agreement. Both charges were recorded in "Sundry income (expense) - net" in the Consolidated Statements of Operations.

Adjusted Significant Items by Segment for the Year Ended December 31, 2018 (Pro Forma)	Elect. & Imaging			Nutrition & Biosciences			Transp. & Industrial			Safety & Construction			Non-Core			Corporate			Total
In millions
Merger-related inventory step-up amortization 1	$	—		$	(68	)	$	—		$	(9	)	$	—		$	—		$	(77	)
Net (gain) loss on divestitures and changes in joint venture ownership 2	—			—			—			(14		)	(27		)	—			(41		)
Integration and separation costs 3	—			—			—			—			—			(1,394		)	(1,394		)
Restructuring and asset related charges - net 4	(2		)	(29		)	(2		)	(24		)	12			(102		)	(147		)
Income tax related item 5	—			—			—			—			—			(50		)	(50		)
Total	$	(2	)	$	(97	)	$	(2	)	$	(47	)	$	(15	)	$	(1,546	)	$	(1,709	)

1.	Includes the fair value step-up in Historical EID's inventories as a result of the Merger and the acquisition of FMC Corporation's Health and Nutrition business in November 2017.

2.	Reflected in "Sundry income (expense) - net."

3.	Integration and separation costs related to the Merger, post-Merger integration and the Distributions.

4.	Includes Board approved restructuring plans and asset related charges, which includes other asset impairments. See Note 6 for additional information.

5.	Includes a foreign exchange loss related to adjustments to Historical EID's foreign currency exchange contracts as a result of U.S. tax reform.

Adjusted Significant Items by Segment for the Year Ended December 31, 2017 (Pro Forma)	Elect. & Imaging			Nutrition & Biosciences			Transp. & Industrial			Safety & Construction			Non-Core			Corporate			Total
In millions
Merger-related inventory step-up amortization 1	$	(105	)	$	(386	)	$	(335	)	$	(407	)	$	(122	)	$	—		$	(1,355	)
Net gain on divestitures and changes in joint venture ownership 2	—			162			—			—			—			—			162
Integration and separation costs 3	—			—			—			—			—			(810		)	(810		)
Restructuring and asset related charges - net 4	(129		)	(7		)	(5		)	(318		)	(31		)	(100		)	(590		)
Total	$	(234	)	$	(231	)	$	(340	)	$	(725	)	$	(153	)	$	(910	)	$	(2,593	)

1.	Includes the fair value step-up in Historical EID's inventories as a result of the Merger and the acquisition of FMC Corporation's Health and Nutrition business in November 2017.

2.	Reflected in "Sundry income (expense) - net."

3.	Integration and separation costs related to the Merger, post-Merger integration and the Distributions.

4.	Includes Board approved restructuring plans and asset related charges, which includes other asset impairments. See Note 6 for additional information.

F-82

NOTE 25 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected Quarterly Financial Data	2019
In millions, except per share amounts (Unaudited)	First 1			Second			Third			Fourth			Year
Net sales	$	5,414		$	5,468		$	5,426		$	5,204		$	21,512
Cost of sales	$	3,621		$	3,496		$	3,531		$	3,408		$	14,056
Restructuring and asset related charges - net 2	$	71		$	137		$	82		$	24		$	314
Goodwill impairment charges	$	—		$	1,175		$	—		$	—		$	1,175
Integration and separation costs	$	611		$	347		$	191		$	193		$	1,342
(Loss) Income from continuing operations, net of tax 3	$	(74	)	$	(1,103	)	$	372		$	191		$	(614	)
Income (Loss) from discontinued operations, net of tax	$	646		$	566		$	5		$	(3	)	$	1,214
Net income (loss)	$	572		$	(537	)	$	377		$	188		$	600
Net income (loss) available for DuPont common shareholders	$	521		$	(571	)	$	372		$	176		$	498
(Loss) Earnings per common share from continuing operations - basic 4	$	(0.11	)	$	(1.48	)	$	0.49		$	0.24		$	(0.86	)
Earnings per common share from discontinued operations - basic 4	$	0.80		$	0.72		$	0.01		$	—		$	1.53
(Loss) Earnings per common share from continuing operations - diluted 4	$	(0.11	)	$	(1.48	)	$	0.49		$	0.24		$	(0.86	)
Earnings per common share from discontinued operations - diluted 4	$	0.80		$	0.72		$	0.01		$	—		$	1.53
Dividends declared per share of common stock	$	1.56		$	0.30		$	—		$	0.30		$	2.16
	2018 1
In millions, except per share amounts (Unaudited)	First			Second			Third			Fourth			Year
Net sales	$	5,597		$	5,857		$	5,683		$	5,457		$	22,594
Cost of sales	$	3,805		$	4,085		$	3,770		$	3,642		$	15,302
Restructuring and asset related charges - net 2	$	53		$	46		$	11		$	37		$	147
Integration and separation costs	$	365		$	428		$	519		$	575		$	1,887
(Loss) Income from continuing operations, net of tax 5	$	(73	)	$	31		$	131		$	316		$	405
Income from discontinued operations, net of tax	$	1,210		$	1,773		$	408		$	204		$	3,595
Net income	$	1,137		$	1,804		$	539		$	520		$	4,000
Net income available for DuPont common shareholders	$	1,093		$	1,769		$	501		$	482		$	3,845
(Loss) Earnings per common share from continuing operations - basic 4	$	(0.12	)	$	0.03		$	0.15		$	0.40		$	0.46
Earnings per common share from discontinued operations - basic 4	$	1.53		$	2.26		$	0.50		$	0.24		$	4.54
(Loss) Earnings per common share from continuing operations - diluted 4, 6	$	(0.12	)	$	0.03		$	0.15		$	0.39		$	0.45
Earnings per common share from discontinued operations - diluted 4, 6	$	1.53		$	2.24		$	0.50		$	0.23		$	4.51
Dividends declared per share of common stock	$	1.14		$	2.28		$	—		$	1.14		$	4.56

1.	Amounts differ from those disclosed in our Quarterly Report on form 10-Q for the quarter ended March 31, 2019 and in our Annual report on Form 10-K for the year ended December 31, 2018 due to the Distributions being reflected as discontinued operations.

2.	See Note 6 for additional information.

3. See Notes 4, 6, 7, and 14 for information on additional items impacting "Income (loss) from continuing operations, net of tax." The fourth of 2019 included integration and separation costs, restructuring charges, an income tax item, and a net charge related to a joint venture. Third quarter of 2019 included integration and separation costs and restructuring charges. Second quarter of 2019 included integration and separation costs, restructuring charges, an income tax item, and goodwill impairment charges. First quarter of 2019 included integration and separation costs and restructuring charges.

4.	Due to quarterly changes in the share count and the allocation of income to participating securities, the sum of the four quarters may not equal the earnings per share amount calculated for the year.

5. See Notes 3, 8 and 15 for information on additional items impacting "Income from continuing operations, net of tax." The fourth quarter of 2018 included Merger-related amortization of the fair value step-up of inventories, integration and separation costs, restructuring charges, a loss on a divestiture / change in joint venture ownership, and tax adjustments related to The Act. Third and second quarter of 2018 included integration and separation costs, restructuring charges, and loss on divestiture / change in joint venture ownership. First quarter of 2018 included Merger-related amortization of the fair value step-up of inventories, integration and separation costs, restructuring charges, and tax adjustments related to The Act.

6. "Earnings (loss) per common share from continuing operations - diluted" for the three month period ended March 31, 2018, March 31, 2019, June 30, 2019 and the year ended December 31, 2019 was calculated using "Weighted average common shares outstanding - basic" due to a net loss reported in the period.

F-83