DuPont de Nemours (DD) 10-K risk factor changes: FY2020 vs FY2019

Based on current information, the Company believes that the following identifies the most [removed: significant] [added: material] risk factors that could affect its operations.

Risks Relating to the [removed: Proposed] N&B Transaction and the Dow and Corteva Distributions

Following the N&B [removed: Merger with N&B Inc. as the surviving company, except as agreed by the parties,] [added: Merger,] N&B [removed: Inc. will] [added: is expected to] merge with and into Neptune Merger Sub II LLC (a wholly owned subsidiary of IFF) (“Merger Sub II”), with Merger Sub II surviving as a wholly owned subsidiary of IFF (the “Second Merger,” and together with the N&B Merger, the “Mergers”).

The [added: distribution by DuPont to its stockholders of all the issued and outstanding shares of] N&B [removed: Distribution] [added: through the Exchange Offer ("N&B Distribution")] and Mergers are expected to be tax-free to DuPont stockholders for U.S. federal income tax purposes (except to the extent that cash is paid to DuPont stockholders in lieu of fractional shares pursuant to the Merger Agreement), and the [added: N&B] Contribution, N&B Distribution, and Special Cash Payment are expected to result in no recognition of gain or loss by DuPont for U.S. federal income tax purposes.

[removed: The proposed transaction with IFF is conditioned on DuPont's receipt of] [added: DuPont has received] an opinion from Skadden, Arps, Slate, Meagher & Flom LLP regarding (i) the qualification of the [removed: Contribution,] [added: separation and transfer by DuPont of its] N&B [removed: Distribution] [added: Business (the "N&B Contribution"), N&B Distribution,] and Special Cash Payment as a “reorganization” within the meaning of Sections 368(a), 361 and 355 of the Internal Revenue Code of 1986 (the “Code”), (ii) the nonrecognition of gain or loss by DuPont on receipt of the Special Cash Payment (subject to certain conditions), (iii) the qualification of the N&B Distribution as a distribution described in Section 355 and to which Section 355(e) does not apply and (iv) the qualification of the Mergers as a “reorganization” within the meaning of Section 368(a) of the Code.

This opinion [removed: will be] [added: is] based upon and rely on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of DuPont, [removed: N&B Inc.,] [added: N&B,] IFF and Merger Sub 1 and Merger Sub II.

If the [removed: Contribution,] N&B [removed: Distribution] [added: Contribution] and [removed: Special Cash Payment] [added: N&B Distribution] failed to qualify for the treatment described above, DuPont would be required to generally recognize taxable gain on the transactions and stockholders of DuPont who receive N&B [removed: Inc.] Common Stock (and subsequently, IFF Common Stock) [removed: pursuant to a pro-rata dividend distribution or an exchange offer] would be subject to tax on their receipt of the N&B [removed: Inc.] Common Stock.

Additionally, if [added: the Special Cash Payment or] certain internal transactions related to the separation of the Nutrition & Biosciences business fail to qualify for their intended tax-free treatment under U.S. federal, state, local tax and/or foreign tax law, DuPont could incur additional tax liabilities.

Under the [removed: tax matters agreement to be entered into] [added: Tax Matters Agreement] by [added: and between] DuPont with N&B [removed: Inc.] and IFF, N&B [removed: Inc.] or IFF [removed: would] [added: is] generally be required to indemnify DuPont for any taxes resulting from the separation of the Nutrition & Biosciences business (and any related costs and other damages) to the extent such amounts resulted from (i) certain actions taken by N&B [removed: Inc.] or IFF involving the capital stock of N&B [removed: Inc.] or IFF or any assets of the N&B [removed: Inc.] group (excluding actions required by the documents governing the proposed transactions), or (ii) any breach of certain representations and covenants made by N&B [removed: Inc.] or IFF.

DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the separations and [added: DWDP] Distributions.

After the separations and [added: DWDP] Distributions, there are several significant areas where the liabilities of Dow and Corteva may become the Company’s obligations, either in whole or in part.

[removed: For example, to the extent that any subsidiary of the Company] was included in the consolidated tax reporting group of either [removed: Historical Dow] [added: TDCC] or [removed: Historical] EID for any taxable period or portion of any taxable period ending on or before the effective date of the [added: DWDP] Merger, such subsidiary is jointly and severally liable for the U.S. federal income tax liability of the entire consolidated tax reporting group of [removed: Historical Dow] [added: TDCC] or [removed: Historical] EID, as applicable, for such taxable period.

In connection with the separations and [added: DWDP] Distributions, DuPont, Dow and Corteva have entered into a Tax Matters Agreement, as amended, that allocates the responsibility for prior period consolidated taxes among Dow, Corteva and DuPont.

[added: Other provisions of federal, state, local, or foreign law] may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

In connection with the separations and [added: DWDP] Distributions, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Dow and/or Corteva, as applicable.

Pursuant to the [added: DWDP] Separation and Distribution Agreement, the [added: DWDP] Employee Matters Agreement, and the [added: DWDP] Tax Matters Agreement, as amended, (collectively, the “Core Agreements”) with Dow and Corteva, as well as the Letter Agreement between DuPont and Corteva, DuPont has agreed to assume, and indemnify Dow and Corteva for, certain liabilities.

(See discussion of the Core Agreements in Note [removed: 4] [added: 3] to the Consolidated Financial Statements and Litigation and Environmental Matters in Note [removed: 16] [added: 15] to the Consolidated Financial Statements.) Payments pursuant to these indemnities may be significant and could negatively impact the Company’s business, particularly indemnities relating to the Company’s actions that could impact the tax-free nature of the distributions.

Third parties could also seek to hold it responsible for any of the liabilities allocated to Dow and Corteva, including those related to [removed: Historical] EID’s materials science and/or agriculture businesses, or for the conduct of such businesses prior to the distributions, and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other remedies.

Generally, as described in Litigation and Environmental Matters, losses related from liabilities related to discontinued and/or divested operations and businesses of [removed: Historical] EID that are not primarily related to its agriculture business or specialty products business, (“Stray Liabilities”), are allocated to or shared by each of Corteva and DuPont.

Stray Liabilities include liabilities arising out of actions to the extent related to or resulting from [removed: Historical] EID’s development, testing, manufacture or sale of per- or polyfluoroalkyl substances, (“PFAS Stray Liabilities”).

The Tax Opinions relied on certain facts, assumptions, and undertakings, and certain representations from the Company, Dow and Corteva, as applicable, as well [removed: as the IRS Ruling (as defined below).]

[added: Notwithstanding the Tax Opinions and the IRS Ruling, the Internal Revenue Service (the “IRS”) could determine] on audit that either, or both, of the distributions and certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distributions should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinions.

Even if a distribution otherwise constituted a tax-free transaction to stockholders under Section 355 of the Code, the Company could be required to recognize corporate level tax on such distribution and certain related transactions under Section 355(e) of the Code if the IRS determines that, as a result of the [added: DWDP] Merger or other transactions considered part of a plan with such distribution, there was a 50 percent or greater change in ownership in the Company, Dow or Corteva, as relevant.

In connection with the [added: DWDP] Merger, the Company sought and received a private letter ruling from the IRS regarding the proper time, manner and methodology for measuring common ownership in the stock of the Company, [removed: Historical] EID and [removed: Historical Dow] [added: TDCC] for purposes of determining whether there was a 50 percent or greater change of ownership under Section 355(e) of the Code as a result of the [added: DWDP] Merger (the “IRS Ruling”).

The Tax Opinions relied on the continued validity of the IRS Ruling and representations made by the Company as to the common ownership of the stock of [removed: Historical Dow] [added: TDCC] and [removed: Historical] EID immediately prior to the [added: DWDP] Merger, and concluded that there was not a 50 percent or greater change of ownership for purposes of Section 355(e) as a result of the [added: DWDP] Merger.

Under the [added: DWDP] Tax Matters Agreement, as amended, that the Company entered into with Dow and Corteva, Dow and Corteva are generally obligated to indemnify the Company against any such taxes imposed on it.

However, if a distribution fails to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to the overall structure of the [added: DWDP] Merger and the distributions, then under the [added: DWDP] Tax Matters Agreement, as amended, the Company and Corteva, on the one hand, and Dow, on the other hand, would share the tax liability resulting from such failure in accordance with the relative equity values of the Company and Dow on the first full trading day following the distribution of Dow, and the Company and Corteva would in turn share any such resulting tax liability in accordance with the relative equity values of the Company and Corteva on the first full trading day following the distribution of Corteva.

Furthermore, under the terms of the [added: DWDP] Tax Matters Agreement, as amended, a party also generally will be responsible for any taxes imposed on the other parties that arise from the failure of either distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to such party, or such party's affiliates’, stock, assets or business, or any breach of such party's representations made in connection with the IRS Ruling or in any representation letter provided to a tax advisor in connection with certain tax opinions, including the Tax Opinions, regarding the tax-free status of the distributions and certain related transactions.

To the extent that the Company is responsible for any liability under the [added: DWDP] Tax Matters Agreement, as amended, there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.

The [added: DWDP] separations and [added: DWDP] Distributions [added: and the N&B Transaction] may expose the Company to potential liabilities arising out of state and federal fraudulent conveyance laws and legal distribution requirements.

Although [added: in connection with the DWDP Distributions and in connection with the N&B Transaction] DuPont received [removed: a] [added: separate] solvency [removed: opinion] [added: opinions] from [removed: an] investment [removed: bank] [added: banks] confirming that DuPont, [removed: Dow and] [added: Dow,] Corteva [added: and N&B] would each be adequately capitalized following the separations and [added: DWDP] Distributions, [removed: the separations] and [removed: Distributions] [added: the N&B Transactions as relevant, (the “Transactions”), the Transactions] could be challenged under various state and federal fraudulent conveyance laws.

Any unpaid creditor could claim that DuPont did not receive fair consideration or reasonably equivalent value in [added: any of] the [removed: separations and distributions,] [added: Transactions] and that [added: any one or] the [removed: separations and distributions] [added: aggregate of the Transactions] left DuPont insolvent or with unreasonably small capital or that DuPont intended or believed DuPont would incur debts beyond the Company’s ability to pay such debts as they mature.

The [removed: separations and Distributions] [added: Transactions] are also subject to review under state corporate distribution statutes.

Under the Delaware General Corporation Law, a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal [removed: year.]

Although DuPont’s Board of Directors made the distributions out of DuPont’s surplus and received an opinion that DuPont had adequate surplus under Delaware law to declare the dividends of Corteva and Dow common stock in connection with the [removed: Distributions,] [added: DWDP Distributions] there can be no assurance that a court will not later determine that some or all of the distributions were unlawful.

Risks Relating to DuPont’s [removed: Business][added: Business and Results of Operations]

A significant percentage of the Company’s net sales are generated from the Company’s international operations and are subject to economic, [removed: political, regulatory,] foreign exchange and other risks.

The percentage of net sales generated by the international operations of DuPont, including U.S. exports, was approximately 70 percent of net sales on a continuing operations basis for the year ended [removed: December 31, 2019.]

[removed: | • |] [added: -] exchange control [removed: regulations; |][added: regulations]

[removed: | • |] [added: -] fluctuations in foreign exchange [removed: rates; |][added: rates]

DuPont has also obtained a private letter ruling from the IRS regarding certain matters impacting the U.S. federal income tax treatment of the N&B Contribution, N&B Distribution, Special Cash Payment and certain related transactions.

The conclusions of the IRS private letter ruling were based, among other things, on various factual assumptions DuPont authorized and representations DuPont made to the IRS.

If any of assumptions or representations are, or become, inaccurate or incomplete, reliance on the IRS private letter ruling may be affected.

For example, to the extent that any subsidiary of the Company

See Note 15 to the Consolidated Financial Statements and the risk factor below regarding the DuPont, Corteva and Chemours cost sharing arrangement related to future eligible PFAS liabilities.

as the IRS Ruling (as defined below).

year.

On January 22, 2021, DuPont, Corteva and Chemours entered into a cost sharing arrangement related to future eligible PFAS costs.

Although by reducing uncertainty, the Company expects to benefit from the cost sharing arrangement related to future PFAS eligible costs, achievement of any such benefits may not be realized and depend on a number of factors and uncertainties that include, but are not limited to: the achievement, terms and conditions of final agreements related to the cost sharing arrangement; the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations; changes in laws and regulations applicable to PFAS chemicals; the performance by each of the parties of their respective obligations under the cost sharing arrangement.

The extent to which the novel coronavirus (COVID-19) and measures taken in response to it, impact DuPont’s business, results of operations, access to sources of liquidity and financial condition depends on future developments, which are highly uncertain and cannot be predicted.

DuPont is actively monitoring the global impacts of COVID-19, including the impacts from responsive measures, and remains focused on its top priorities - the safety and health of its employees and the needs of its customers.

The Company’s business and financial condition, and the business and financial condition of the company’s customers and suppliers, have been impacted by the significantly increased economic and demand uncertainties created by the COVID-19 outbreak.

In addition, public and private sector responsive measures, such as the imposition of travel restrictions, quarantines, adoption of remote working, and suspension of non-essential business and government services, have impacted the Company’s business and financial condition.

Many of DuPont’s facilities and employees are based in areas impacted by the virus.

While most DuPont manufacturing sites remain in operation, DuPont has reduced or furloughed certain operations in response to government measures, employee welfare concerns and the impact of COVID-19 on the global demand and supply chain.

DuPont’s manufacturing operations may be further adversely affected by impacts from COVID-19 including, among other things, additional government actions and other responsive measures, more and /or deeper supply chain disruptions, quarantines and health and availability of essential onsite personnel.

In response, the Company developed site-by-site protocols in 2020 under which the Company continues to operate.

These protocols include pre-entrance screening, restricting visitor access, social distancing and masking requirements, additional sanitization and disinfecting requirements, restrictions on all nonessential travel and implementation of work-from-home protocols.

The suspension of travel and doing business in-person has increased the Company’s exposure to cybersecurity risks and could negatively impact the Company's innovation and marketing efforts, challenge the ability to deliver against the Company’s strategic priorities and to otherwise transact business in a timely manner, or create operational or other challenges, any of which could harm DuPont’s business.

Furthermore, COVID-19 continues to adversely impact the broader global economy, including negatively impacting economic growth and creating disruption and volatility in the global financial and capital markets, which could result in increases in the cost of capital and/or adversely impact the availability of and access to capital, which could negatively affect DuPont’s liquidity.

DuPont is unable to predict the extent of COVID-19 related impacts on its business, results of operations, access to sources of liquidity and financial condition which depends on highly uncertain and unpredictable future developments, including, but not limited to, the duration and spread of the COVID-19 outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume.

DuPont’s financial results may be materially and adversely impacted by a variety of factors that have not yet been determined, including potential impairments of goodwill and other assets.

DuPont is taking actions, including reducing costs, restructuring actions, and delaying certain capital expenditures and non-essential spend.

In addition, the Company may consider further reductions in or furloughing additional operations in response to further and/or deeper declines in demand and/or or supply chain disruptions.

There can be no guaranty that such actions will significantly mitigate the

impact of COVID-19 on the company’s business, results of operations, access to sources of liquidity or financial condition.

After the COVID-19 outbreak has subsided, DuPont may experience materially adverse impacts to its business, results of operations and financial condition as a result of related global economic impacts, including any recession that has occurred or may occur in the future.

In addition, the Company’ suppliers may experience capacity limitations in their own operations or may elect to reduce or eliminate certain product lines.

To address this risk, generally, the Company seeks to have many sources of supply for key raw materials in order to avoid significant dependence on any one or a few suppliers.

In addition, and where the supply market for key raw materials is concentrated, DuPont takes additional steps to manage its exposure to supply chain risk and price fluctuations through, among other things, negotiated long-term contracts some which include minimum purchase obligations.

Although there can be no assurance that such mitigation efforts will prevent future difficulty in obtaining sufficient and timely delivery of certain raw materials, DuPont believes it has adequate programs to ensure a reliable supply of key raw materials

DuPont relies on centralized and local information technology networks and systems, some of which are managed or accessible by third parties, to process, transmit and store electronic information, and to otherwise manage or support its business.

Additionally, the Company collects and stores certain data, including proprietary business information, and has access to confidential or personal information in certain of our businesses that is subject to privacy and security laws, regulations and customer-imposed controls.

Information technology system and/or network disruptions, whether caused by acts of sabotage, employee error, malfeasance or other actions, could have an adverse impact on the Company’s operations as well as the operations of the Company’s customers and suppliers.

DuPont is experiencing an increase in attempts to breach its information technology systems, including in conjunction with implementation of work-from-home protocols adopted in response to COVID-19.

These cyber-security threats include phishing, spam emails, hacking, social engineering, and malicious software.

resources to enhance the Company’s control environment, processes, practices and other protective measures.

Failure to attract and retain talented people with the necessary knowledge and experience could adversely affect Company’s ability to compete and achieve its strategic goals.

Attracting, developing, and retaining talented employees is essential to the Company’s successful delivery of products and services, ability to innovate, including developing new products and technologies, and ability to identify trends and develop new markets.

Competition for employees can be intense.

DuPont is pursuing a plan to separate and combine its Nutrition & Biosciences business with IFF in a Reverse Morris Trust transaction.

This proposed transaction involves risks, including risks that the proposed transaction may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.

On December 15, 2019, DuPont and IFF announced they had entered definitive agreements to combine DuPont’s Nutrition & Biosciences business (the "N&B Business") with IFF in a transaction that would result in IFF issuing shares to DuPont shareholders.

The proposed transaction with IFF, (the "Proposed N&B Transaction") is expected to close by the end of the first quarter of 2021, subject to approval by IFF stockholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel.

A voting agreement was entered on December 15, 2019, with Winder Investment Pte.

Ltd., a shareholder of IFF.

Pursuant to the voting agreement, Winder agrees, among other things, to vote in favor of the issuance of IFF common stock in connection with the N&B Transaction and any proposal or action presented to effectuate the issuance.

The voting agreement terminates on September 30, 2020.

The satisfaction of the required conditions could delay the consummation of the proposed transaction with IFF or prevent it from occurring.

Further, there can be no assurance that the conditions to the closing of the proposed transaction will be satisfied or waived or that the proposed transaction will be consummated.

With respect to regulatory approvals, there can be no assurance that the required regulatory approvals will be received in a timely manner or at all, or that such approvals will not contain adverse conditions.

Failure to consummate the proposed transaction in a timely manner or at all could negatively impact the market price of DuPont’s Common Stock, as well as DuPont’s future business and its financial condition, results of operations and cash flows.

The announcement and pendency of the Proposed N&B Transaction could cause disruptions in DuPont’s and IFF’s respective businesses, including potential adverse reactions or changes to business relationships and competitive responses to the transaction.

The transaction will also require significant amounts of time and effort which could divert management’s attention from operating and growing our business.

DuPont has incurred and expects to incur a number of non-recurring costs in connection with the Proposed N&B Transaction.

These costs and expenses include financial, legal, accounting, consulting and other advisory fees and expenses; reorganization and restructuring costs; severance/employee benefit-related expenses; regulatory and SEC filing fees and expenses; printing expenses and other related charges some of which are payable by DuPont regardless of whether the proposed transaction is consummated.

The Merger Agreement with IFF also generally requires DuPont to operate the N&B Business in the ordinary course pending consummation of the Mergers and restricts DuPont, without IFF’s consent, from taking certain specified actions until the proposed transaction is consummated or the Merger Agreement is terminated, including making certain acquisitions and divestitures and entering into certain contracts.

Any of the foregoing could adversely affect DuPont’s business, financial condition and results of operations.

Declines in sales, earnings and cash flows could also result in future asset impairments (including goodwill).

Even if the proposed transaction is completed, there can be no assurance that DuPont will be able to realize the anticipated value and benefits therefrom or that the new combined company will perform as expected.

Further, if the proposed transaction is completed, the combined value of the DuPont Common Stock and the shares of IFF Common Stock issued as consideration in the N&B Merger could be greater than, less than or equal to what the value of DuPont’s Common Stock would have been had the proposed transaction not occurred.

In connection with the proposed transaction with IFF, N&B Inc. entered into a Bridge Commitment Letter to secure from certain financing sources, committed financing in an aggregate principal amount of $7.5 billion, (the “Bridge Loans”) provided that such commitment shall be 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.

The proceeds of funded Bridge Loans, if any, would be used by N&B Inc. to make the Special Cash Payment and to pay the related transaction fees and expenses.

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, the proceeds of which shall be used to make the Special Cash Payment and to pay the related transaction fees and expenses.

Such term loan facility, reduced the commitments under the Bridge Commitment Letter.

The remaining $6.25 billion is expected to be funded through the N&B Notes Offering, if any, and/or the Bridge Loans.

The commitments under the Bridge Commitment Letter and the availability of funding under the term loan are subject to customary closing conditions.

Borrowing under the term loan facility and, if any, under the Bridge Loans would occur substantially concurrently with closing of the transaction.

Any issuance of senior unsecured notes pursuant to a Rule 144A offering or other private placement for some or all the remaining $6.25 billion would likely occur in advance of the closing.

If such issuance occurred prior to the closing, during the period between the offering and the closing of the Proposed N&B Transaction the debt of DuPont on a consolidated basis would be materially increased.

Such increase, if any, is not expected to adversely impact DuPont’s results of operations, financial position or access to liquidity.

If any notes are issued prior to closing and the proposed transaction with IFF is subsequently terminated, DuPont expects that N&B Inc. would immediately repay any such debt.

Other provisions of federal, state, local, or foreign law

In connection with Historical EID’s separation of its Performance Chemicals segment through the spinoff of The Chemours Company (“Chemours”), Chemours indemnifies certain PFAS Stray Liabilities as well as other litigation, environmental and other liabilities that arose prior to the Chemours Separation,

Certain Stray Liabilities are subject to third party indemnities, including certain PFAS Stray Liabilities as discussed above and further described in Note 16 to the Consolidated Financial Statements; however, such indemnities may not be sufficient to protect the Company against the full amount of such liabilities or such third parties may refuse or otherwise claim defenses to payment.

For example, as described in Note 16 to the Consolidated Financial Statements, 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.

Notwithstanding the Tax Opinions and the IRS Ruling, the Internal Revenue Service (the “IRS”) could determine

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| • | difficulties and costs associated with complying with a wide variety of complex, and often conflicting, laws, treaties and regulations, including antitrust regulations; |

Effective August 31, 2017, pursuant to the merger of equals transactions 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 [removed: ("Historical Dow")] [added: ("TDCC")] and E. I. du Pont de Nemours and Company [removed: ("Historical EID")] [added: ("EID")] each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, [removed: Historical Dow] [added: TDCC] and [removed: Historical] EID became subsidiaries of DowDuPont (the [removed: "Merger").][added: "DWDP Merger").]

Prior to the [added: DWDP] Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the DWDP Merger Agreement.

[removed: Historical Dow] [added: TDCC] was determined to be the accounting acquirer in the [added: DWDP] Merger.

[removed: As discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018,] DowDuPont [removed: previously announced its intent] [added: completed a series of internal reorganizations and realignment steps in order] to separate into three, independent, publicly traded companies - one for each of its agriculture, materials science and specialty products businesses.

DowDuPont formed two wholly owned subsidiaries: Dow Inc. [removed: ("Dow",] [added: ("Dow,"] formerly known as Dow Holdings Inc.), to serve as a holding company for its materials science business, and Corteva, Inc. ("Corteva"), to serve as a holding company for its agriculture business.

Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol [removed: "DD".][added: "DD."]

[removed: These Consolidated Financial Statements present the consolidated financial position of DuPont as of December 31, 2019 and December 31, 2018 and the] [added: The] results of operations of DuPont for the [removed: years ended December 31, 2019, 2018] [added: 2019] and [removed: 2017 giving effect to the Distributions, with] [added: 2018 periods presented reflect] the historical financial results of Dow and Corteva [removed: reflected] as discontinued [removed: operations.][added: operations, as applicable.]

The cash flows [added: and comprehensive income] related to Dow and Corteva have not been segregated and are [removed: included, as applicable,] [added: included] in the Consolidated Statements of Cash Flows [added: and Consolidated Statements of Comprehensive Income, respectively,] for [removed: all periods presented.][added: the applicable period.]

Unless otherwise indicated, the information [removed: included] in [removed: Management's Discussion and Analysis] [added: the notes to the Consolidated Financial Statements] refer only to DuPont's continuing operations and do not include discussion of balances or activity of Dow or Corteva.

A significant portion of these costs relate to [removed: Historical Dow] [added: TDCC] and consist of leveraged services provided through service centers, as well as other corporate overhead costs related to information technology, finance, manufacturing, research & development, sales & marketing, supply chain, human resources, sourcing & logistics, legal and communications, public affairs & government affairs functions.

These costs are no longer incurred by the Company following the [added: DWDP] Distributions.

[removed: *Intended] [added: |] Nutrition & Biosciences [removed: Separation*][added: | | | 1 | | | (1) | | | — | | | — | | | — | | | 1 | | | (2) | | | — | | | (1) | | | (2) | | |]

In [removed: addition, as part of] [added: connection with] the [removed: proposed transaction, DuPont will receive] [added: N&B Transaction, N&B made] a one-time [added: cash payment of approximately] $7.3 billion [removed: cash payment, subject to adjustment,] (the “Special Cash [removed: Payment”).][added: Payment”) to DuPont.]

See [removed: Item 1] [added: Note 14 of the Consolidated Financial Statements] for additional information.

[removed: *Other Divestitures*][added: Divestitures]

In [removed: September 2019, DuPont announced an agreement to sell] [added: the first quarter of 2020, the Company completed the sale of] its [removed: compound semiconductor solutions business,] [added: Compound Semiconductor Solutions business unit,] a part of the Electronics & Imaging segment, to SK [removed: Siltron] [added: Siltron,] for approximately [removed: $450] [added: $420] million.

These changes result in the [removed: following being realigned to Non-Core:][added: following:]

In addition, the following [added: name] changes [removed: occurred:][added: will occur:]

Refer to Notes [removed: 5] [added: 3] and [removed: 24] [added: 15] to the Consolidated Financial Statements for additional information.

During the second quarter of 2019, the Company was required to perform interim impairment tests of its goodwill due to the internal distribution of the specialty products legal entities from [removed: Historical] EID to DowDuPont (the "Internal SP Distribution") and the Second Quarter Segment Realignment.

[removed: Refer to] [added: See] Note [removed: 14] [added: 5] of the Consolidated Financial Statements.

Refer to Note [removed: 6 of] [added: 14 to] the Consolidated Financial [removed: Statements.][added: Statements for additional information.]

On June 1, 2019, the Company's Board of Directors approved a [removed: new] $2 billion share buyback program, which expires on June 1, 2021.

[removed: At] [added: As of the year ended] December 31, [removed: 2019,] [added: 2020,] the Company had repurchased [removed: 10.8] [added: and retired 16.9] million shares under [removed: the] [added: this] program at a total cost of [removed: $750] [added: $982] million.

On June [removed: 27, 2019,] [added: 25, 2020,] the Company announced that its Board of Directors declared a third quarter dividend of $0.30 per [removed: share] [added: share,] paid on September [removed: 13, 2019,] [added: 15, 2020,] to shareholders of record on July 31, [removed: 2019.][added: 2020.]

On October [removed: 10, 2019,] [added: 14, 2020,] the Company announced that its Board of Directors declared a fourth quarter dividend of $0.30 per [removed: share] [added: share,] paid on December [removed: 13, 2019,] [added: 15, 2020,] to shareholders of record on November [removed: 29, 2019.][added: 30, 2020.]

On February 12, 2020, the Board of Directors declared a first quarter dividend of $0.30 per [removed: share payable] [added: share, paid] on March 16, 2020, to shareholders of record on February 28, 2020.

[removed: 2019] [added: *2019] Restructuring [removed: Program][added: Program*]

During the second quarter of 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 [removed: Distributions.][added: DWDP Distributions (the "2019 Restructuring Program").]

For the year ended December 31, [removed: 2019, DuPont] [added: 2020, the Company] recorded [added: a] pre-tax [removed: charges] [added: charge related to the 2020 Restructuring Program] of [removed: $138] [added: $179] million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations.

At December 31, [removed: 2019,] [added: 2020,] total liabilities related to the program were [removed: $86] [added: $68] million, which represents expected future cash payments related to this program for the payment of severance and related [removed: benefits and contract termination costs.][added: benefits.]

[removed: DowDuPont] [added: *DowDuPont] Cost Synergy [removed: Program][added: Program*]

The Synergy Program was designed to integrate and optimize the organization following the [added: DWDP] Merger and in preparation for the [added: DWDP] Distributions.

The Company recorded pre-tax restructuring charges of [removed: $485] [added: $492] million inception-to-date, consisting of severance and related benefit costs of [removed: $215] [added: $213] million, asset related charges of [removed: $209] [added: $212] million and contract termination charges of [removed: $61] [added: $67] million.

[removed: Refer to] [added: See] Notes [removed: 3 and 4] [added: 6] to the Consolidated Financial Statements for [removed: further] [added: additional] information.

| Summary of Sales Results | [added: | |] *For the Years Ended December 31,* | | | | | | | | |

| In millions | [removed: *2019*] | | [added: *2020*] | [removed: *2018*] | | [added: *2019*] | [removed: *2017*] | | [added: *2018*] | [added: | |]

| Net sales | [added: | |] $ | 21,512 | | $ | [added: — | | $ | 21,512 | | $ |] 22,594 | | $ | [removed: 11,672] [added: —] | | [added: $ | 22,594 | |]

| Sales Variances by Segment and Geographic Region - As Reported | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| | [added: | |] *For the Year Ended December 31, [removed: 2019*] [added: 2020*] | | | | | | | | | | [added: | | | | |] *For the Year Ended December 31, [removed: 2018*] [added: 2019*] | | | | | | | | | | [added: | | | | |]

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and related notes to enhance the understanding of the Company’s operations and present business environment.

Components of management’s discussion and analysis of financial condition and results of operations include:

- Overview

- Analysis of Operations

- Result of Operations

- Segment Results

- Liquidity and Capital Resources

- Outlook

- Recent Accounting Pronouncements

- Critical Accounting Estimates

- Long-Term Employee Benefits

- Environmental Matters

OVERVIEW

As of December 31, 2020, the Company has $6 billion of working capital and over $2.5 billion in cash and cash equivalents.

The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continued operations.

In response to the uncertainty surrounding the extent and duration of the COVID-19 pandemic, the Company has also taken additional measures throughout the year to further ensure its liquidity and capital resources.

The Company continually assesses its liquidity position, including possible sources of incremental liquidity, in light of the current economic environment, capital market conditions and Company performance.

On February 1, 2021, DuPont completed the separation and distribution of the Nutrition & Biosciences business (the “N&B Business”), and merger of Nutrition & Biosciences, Inc. (“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of IFF.

The distribution was effected through an exchange offer (the “Exchange Offer”) where, on the terms and subject to the conditions of the Exchange Offer, eligible participating DuPont stockholders had the option to tender all, some or none of their shares of common stock, par value $0.01 per share, of DuPont (the “DuPont Common Stock”) for a number of shares of common stock, par value $0.01 per share, of N&B (the “N&B Common Stock”) and which resulted in all shares of N&B Common Stock being distributed to DuPont stockholders that participated in the Exchange Offer.

The consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “N&B Merger” and, together with the Exchange Offer, the “N&B Transaction”).

The company used a portion of the proceeds to retire its $3 billion term loan facilities on February 1, 2021 and will use the proceeds to fund the redemption, in accordance with their terms, of the $2 billion May 2020 Notes issuance.

See discussion below and within “Liquidity and Capital Resources” for more information.

DWDP Merger

DWDP Distributions

On April 1, 2019, the Company completed the separation of the materials science business through the spin-off of Dow Inc., including Dow’s subsidiary TDCC (the “Dow Distribution”).

On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva including Corteva’s subsidiary EID, (the “Corteva Distribution and together with the Dow Distribution, the “DWDP Distributions”).

On December 31, 2020, DuPont commenced the Exchange Offer which expired at one minute past 11:59 PM ET on January 29, 2021.

Pursuant to the Exchange Offer, on February 1, 2021, DuPont accepted approximately 197.4 million shares of DuPont Common Stock in exchange for about 141.7 million shares of N&B Common Stock.

The closing of the N&B Merger followed on February 1, 2021 after satisfaction of certain other conditions, including the receipt of the Special Cash Payment.

In the N&B Merger, each share of N&B common stock was automatically converted into the right to receive one share of IFF common stock, par value $0.125 per share (“IFF Common Stock”).

At December 31, 2020, the financial results of the N&B Business are included in continuing operations for all periods presented.

2021 Segment Realignment

DuPont’s worldwide operations are managed through global businesses, which are currently reported in five reportable segments: Electronics & Imaging; Nutrition & Biosciences; Transportation & Industrial; Safety & Construction; and Non-Core.

In conjunction with the closing of the N&B Transaction on February 1, 2020, the Company announced changes to its reportable segments (the “2021 Segment Realignment”).

- Realignment of certain businesses from Transportation & Industrial to Electronics & Imaging

- Dissolution of the Non-Core segment with the businesses to be divested and previously divested reflected in Corporate

- Realignment of the remaining Non-Core businesses to Transportation & Industrial

- Electronic & Imaging will be renamed Electronics & Industrial

- Transportation & Industrial will be renamed Mobility & Materials

- Safety & Construction will be renamed Water & Protection

Effective as of 5:00 p.m.

on April 1, 2019, DowDuPont completed the separation of its materials science business into a separate and independent public company by way of a distribution of Dow through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow’s common stock, par value $0.01 per share (the “Dow Common Stock”), to holders of the Company’s common stock, par value $0.01 per share (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, DuPont de Nemours, Inc. (formerly known as DowDuPont Inc.), completed the separation of its agriculture business into a separate and independent public company by way of a distribution of Corteva through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Corteva’s common stock, par value $0.01 per share (the “Corteva Common Stock”), to holders of the Company’s common stock, par value $0.01 per share, as of the close of business on May 24, 2019 (the “Corteva Distribution” and, together with the Dow Distribution, the “Distributions”).

Portfolio Changes: Business Separations and Distribution

DuPont and International Flavors & Fragrances Inc. ("IFF") announced on December 15, 2019, the entry into a definitive agreement for the merger of IFF and DuPont’s Nutrition & Biosciences business (the "N&B Business").

The combination will be executed through a Reverse Morris Trust transaction (the "Proposed N&B Transaction").

The Proposed N&B Transaction is expected to be tax-free to DuPont and its shareholders for U.S. federal income tax purposes.

Upon completion of the proposed transaction with IFF, DuPont shareholders will own 55.4% of the combined company and IFF’s shareholders will own 44.6%.

The Special Cash Payment is subject to adjustment due to, among other things, variances in net working capital, and, therefore, could be less or more than anticipated.

The Proposed N&B Transaction is expected to close by the end of the first quarter of 2021, subject to approval by IFF stockholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel.

See discussion of Nutrition & Biosciences Financing under Liquidity & Capital Resources below for information regarding actions in connection with the Proposed N&B Transaction and Special Cash Payment.

*Dow and Corteva Distributions*

In connection with the Dow Distribution and Corteva Distribution, DuPont has entered into certain agreements that provide for the allocation of DuPont’s assets, employees, liabilities and obligations (including its investments, property, employee benefits and tax-related assets and liabilities) among DuPont, Dow, and Corteva (together, the “Parties” and each a “Party”), and provides 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 “DowDuPont-Dow IP Cross-License Agreement”). The DowDuPont-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 to the Consolidated Financial Statements 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 the DuPont and Corteva certain rights and obligations of the Company provided in the original form of the Tax Matters Agreement. |

The transaction is expected to close in the first quarter of 2020, pending satisfaction of customary closing conditions, including receipt of regulatory approval.

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.

Segment & Product Line Realignments

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").

| • | 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 Transportation & Advanced Polymers) segment; and |

| • | Sustainable Solutions business unit from the Safety & Construction segment. |

For additional information on these derivatives and related exposures, see Note [removed: 22] [added: 21] to the Consolidated Financial Statements.

The primary currencies for which the Company has an exchange rate exposure are the European euro ("EUR"), Chinese renminbi, [removed: Taiwan dollar, Swiss franc,] and [removed: South Korean won.][added: Japanese yen.]

In addition to the contracts disclosed in Note [removed: 22] [added: 21] to the Consolidated Financial Statements, from time to time, the Company will enter into foreign currency exchange contracts to establish with certainty the U.S. dollar ("USD") amount of future firm commitments denominated in a foreign currency.

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [removed: 2019,] [added: 2020,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2019.][added: 2020.]

| | [added: | |] Fair Value Asset/(Liability) | | | Fair Value Sensitivity | | |

| In millions | [added: | |] *December 31, [removed: 2019*] [added: 2020*] | | | *December 31, [removed: 2019*] [added: 2020*] | | |

| Foreign currency contracts | [added: | |] $ | [removed: (1] [added: (9)] | [removed: )] | $ | [removed: (222] [added: (219)] | [removed: )] |

As of December 31, [removed: 2019,] [added: 2020,] no one individual customer balance represented more than five percent of the Company's total outstanding receivables balance.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

DuPont is a Delaware corporation formed in 2015 (formerly, DowDuPont Inc.), for the purpose of effecting an all-stock merger of equals transactions between The Dow Chemical Company [removed: ("Historical Dow")] [added: ("TDCC")] and E. I. du Pont de Nemours and Company [removed: ("Historical EID").][added: ("EID").]

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"), [removed: Historical Dow] [added: TDCC] and [removed: Historical] EID each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, [removed: Historical Dow] [added: TDCC] and [removed: Historical] EID became subsidiaries of DowDuPont (the [removed: "Merger").][added: "DWDP Merger").]

Prior to the [added: DWDP] 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, [removed: Historical Dow] [added: TDCC] was determined to be the accounting acquirer in the [added: DWDP] Merger and [removed: Historical] EID's assets and liabilities are reflected at fair value as of the [added: DWDP] Merger Effectiveness Time.

On June 1, 2019, DowDuPont changed its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." doing business as "DuPont" (the [removed: "Company").][added: "Company") Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol "DD."]

[removed: Today,] DuPont is a global innovation leader with technology-based [removed: materials, ingredients] [added: materials] and solutions that help transform industries and everyday life by applying diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, building and construction, [removed: health and wellness, food] [added: healthcare] and worker safety.

[removed: The Company had approximately 35,000 employees as] [added: As] of December 31, [removed: 2019.][added: 2020, the Company had employed approximately 34,000 people worldwide.]

[removed: The] [added: At December 31, 2020, the] Company has subsidiaries in about [removed: 70] [added: 60] countries worldwide and manufacturing operations in about 40 countries.

See Note [removed: 24] [added: 23] to the Consolidated Financial Statements for details on the location of the Company's sales and property.

[removed: As a result of] [added: In] the N&B Merger, [removed: the existing shares] [added: each share] of N&B [removed: Inc. will be] [added: common stock was] automatically converted into the right to receive [removed: a number of shares] [added: one share] of IFF common stock, par value $0.125 per share (“IFF Common Stock”).

The Consolidated Financial Statements included in this annual report present the financial position of DuPont as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] and the results of operations of DuPont for the years ended December 31, [added: 2020,] 2019, [removed: 2018] and [removed: 2017] [added: 2018] giving effect to the [added: DWDP] Distributions, with the historical financial results of Dow and Corteva reflected as discontinued [removed: operations.][added: operations, as applicable.]

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 [removed: all periods presented.][added: the year ended December 31, 2019 and 2018.]

DuPont’s worldwide operations are managed through global businesses, which are [added: currently] reported in five reportable segments: Electronics & Imaging; Nutrition & Biosciences; Transportation & Industrial; Safety & [removed: Construction,] [added: Construction;] and Non-Core.

These changes [removed: resulted] [added: result] in the [removed: following being realigned to Non-Core:][added: following:]

In addition, the following [added: name] changes [removed: have occurred:][added: will occur:]

See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note [removed: 24] [added: 23] to the Consolidated Financial Statements for additional information concerning the Company’s operating segments.

Electronics & Imaging is a leading global supplier in the packaging graphics industry providing [removed: flexographic printing inks,] photopolymer [removed: plates,] [added: plates] and platemaking systems used in [removed: digital] [added: flexographic] printing [removed: applications] [added: and digital inks] for textile, commercial and home-office [removed: use.][added: printing applications.]

In addition, the segment provides cutting-edge materials for the manufacturing of [removed: advanced-matrix] [added: rigid and flexible displays for] organic light emitting diode [removed: ("AMOLED")] [added: ("OLED"), and other display] applications.

Details on Electronics & Imaging's [removed: 2019] [added: 2020] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

| *Major Product Line* | [added: | |] *Applications/Market Segments* | [added: | |] *Technologies* | [added: | | | | |]

| Image Solutions | [added: | |] Flexographic printing and inkjet printing, display materials for mobile devices | [added: | |] Flexographic printing plates and materials, digital inks, OLED and other display process [removed: materials.] [added: materials] | [added: | | | | |]

| Interconnect Solutions | [added: | |] Printed circuit board, electronic and industrial finishing | [added: | |] Circuit packaging film and laminate materials, interconnect metallization and imaging process chemistries, dry film laminates, polyimide films, and flexible circuit materials | [added: | | | | |]

| Semiconductor Technologies | [added: | |] Integrated circuit fabrication for memory and logic semiconductors | [added: | |] CMP consumables, photolithography materials, semiconductor fabrication materials, fabrication cleaners and removers, advanced chip packaging materials and thermal management materials and LED encapsuants | [added: | | | | |]

The major commodities, raw materials and supplies for the Electronics & Imaging segment include: [removed: acrylic monomers,] p-acetoxystyrene, monomers, pigments and dyes, styrenic block copolymers, copper foil, diglycolamine, dimethylacetamide, hydroxylamine, oxydianiline, palladium metal, photoactive compounds, polyester and other polymer films, polyurethane resins and pyromellitic dianhydride.

Key competitors include 3M, [removed: Cabot Microsystems,] [added: CMC Materials,] Element Solutions, Entegris, Flint Group, JSR Micro, Merck KGaA, Shin-Etsu and Sun Chemical.

At December 31, [removed: 2019,] [added: 2020,] the Company had spent approximately [removed: $40] [added: $160] million since project start date.

The Company anticipates that the new assets will be operational by the [removed: second half] [added: end] of 2021.

Details on Nutrition & Biosciences' [removed: 2019] [added: 2020] net sales, by product line and geographic region, are as follows:

[removed:  ][added:  ]

| *Product Line* | [added: | |] *Applications / Market Segments* | [added: | |] *Major Products* | [added: | | | | |]

| Food & Beverage | [added: | |] Food and beverage, dietary supplements, infant nutrition, sports nutrition | [removed: Major products include probiotics, soy] [added: | | Soy] protein, [removed: fibers, cultures, antioxidants, antimicrobials,] emulsifiers, [removed: texturants,] [added: sweeteners, texturants and] ingredient systems [removed: and sweeteners] | [added: | | | | |]

| Health & Biosciences | [removed: Animal] [added: | | Dietary supplements, animal] nutrition, [removed: detergents,] [added: home & personal care,] biofuels production, food and beverage, [removed: phosphate fertilizer and] microbial control solutions for oil and gas [removed: production, home and personal care,] [added: production] and other industrial preservation markets | [removed: Enzymes,] [added: | | Probiotics, fibers, cultures, enzymes,] yeast, betaine, direct-fed microbials, [removed: SILVADUR™ antimicrobial, glutaraldehyde, phenoxyethanol] [added: antimicrobials, glutaraldehyde] | [added: | | | | |]

| Pharma Solutions | [added: | |] Oral dosage pharmaceuticals excipients | [added: | |] Cellulosic and [removed: other technologies help bring new classes of medicines to market. Notable technologies include] [added: alginates] excipients [added: (immediate] and [added: controlled release) and] active pharmaceutical [removed: ingredients, solubility enhancers, reagents, granulation and binders, as well as coatings and controlled release] [added: ingredients] | [added: | | | | |]

The major commodities, raw materials and supplies for the Nutrition & Biosciences segment include: [added: soybeans,] gelatin, glycols, cellulose processed grains (including dextrose and glucose), guar, locust bean gum, organic vegetable oils, peels, saccharides, seaweed, [removed: soybeans, and] sugars and yeasts.

Hansen, [added: Novozymes, Royal DSM, Kerry,] Corbion, [added: Ingredion,] CP Kelco, [removed: Croda, Kerry, Lonza, Novozymes, Royal DSM] [added: Croda] and Tate & Lyle.

In November 2016, [removed: Historical] EID announced an investment to expand probiotics production capacity in the United States.

Details on Transportation & Industrial's [removed: 2019] [added: 2020] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

| *Major Product Line* | [added: | |] *Major Products* | [added: | |]

On April 1, 2019, the Company completed the separation of the materials science business through the spin-off of Dow Inc., (“Dow”) including Dow’s subsidiary TDCC (the “Dow Distribution”).

On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EID, (the “Corteva Distribution and together with the Dow Distribution, the “DWDP Distributions”).

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.

On February 1, 2021, DuPont completed the separation and distribution of the N&B Business, and merger of Nutrition & Biosciences, Inc. (“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of IFF.

The distribution was effected through an exchange offer (the “Exchange Offer”) where, on the terms and subject to the conditions of the Exchange Offer, eligible participating DuPont stockholders had the option to tender all, some or none of their shares of common stock, par value $0.01 per share, of DuPont (the “DuPont Common Stock”) for a number of shares of common stock, par value $0.01 per share, of N&B (the “N&B Common Stock”) and which resulted in all shares of N&B Common Stock being distributed to DuPont stockholders that participated in the Exchange Offer.

The consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “N&B Merger” and, together with the Exchange Offer, the “N&B Transaction”).

On December 31, 2020, DuPont commenced the Exchange Offer which expired at one minute past 11:59 PM ET on January 29, 2021.

Pursuant to the Exchange Offer, on February 1, 2021, DuPont accepted approximately 197.4 million shares of DuPont Common Stock in exchange for about 141.7 million shares of N&B Common Stock.

The closing of the N&B Merger followed on February 1, 2021 after satisfaction of certain other conditions, including the receipt of a one-time cash payment of approximately $7.3 billion (the “Special Cash Payment”).

See Note 25 to the Consolidated Financial Statements for more information.

At December 31, 2020, the financial results of the N&B Business are included in continuing operations for all periods presented.

In conjunction with the closing of the N&B Transaction on February 1, 2020, the Company announced changes to its management and reporting structure (the “2021 Segment Realignment”).

- Realignment of certain businesses from Transportation & Industrial to Electronics & Imaging

- Dissolution of the Non-Core segment with the businesses to be divested and previously divested reflected in Corporate

- Realignment of the remaining Non-Core businesses to Transportation & Industrial

- Electronic & Imaging will be renamed Electronics & Industrial

- Transportation & Industrial will be renamed Mobility & Materials

- Safety & Construction will be renamed Water & Protection

The changes became effective February 1, 2021 and the Company will report financial results under this new structure beginning in the first quarter of 2021.

In the first quarter of 2020, the Company completed the sale of its Compound Semiconductor Solutions business unit to SK Siltron.

The proceeds received in the first quarter of 2020 related to the sale of the business were approximately $420 million.

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2021 Segment Realignment

In conjunction with the 2021 Segment Realignment, KALREZ®/VESPEL®, and Healthcare and Specialty Lubricants (Medical Silicones and MOLYKOTE® lubricants) will move to Electronics & Imaging from Transportation & Industrial.

On February 1, 2021, the segment will be renamed Electronics & Industrial and the Image Solutions product line, which will include the additional technologies, will be renamed Industrial Solutions.

The Company will report under this structure beginning in the first quarter of 2021.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Additional and periodic investments were made in the past years to debottleneck some of our assets running at full capacity.

Nutrition & Biosciences Distribution

On February 1, 2021, DuPont completed the previously announced separation and distribution of its N&B Business.

The Company will reflect the results of the N&B Business as discontinued operations beginning in the first quarter of 2021.

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2021 Segment Realignment

In conjunction with the 2021 Segment Realignment, Kalrez®/Vespel®, and Healthcare and Specialty Lubricants (Medical Silicones and Molykote® lubricants) will move from Transportation & Industrial to Electronic & Imaging.

Non-Core businesses including TEDLAR® and Microcircuit Materials (previously part of Photovoltaic & Advanced Materials ("PVAM")), and DuPont Teijin Films will shift from the Non-Core Segment to Transportation & Industrial.

Major product lines will be reorganized into Engineering Polymers, Performance Resins, and Advanced Solutions and the segment will be renamed Mobility & Materials effective February 1, 2021.

The Company will report under this structure beginning in the first quarter of 2021.

The financial statements of Historical Dow for periods prior to the Merger are considered to be the historical financial statements of the Company.

Effective as of 5:00 p.m.

on April 1, 2019, DowDuPont completed the separation of its materials science business into a separate and independent public company by way of a distribution of Dow through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow’s common stock, par value $0.01 per share (the “Dow Common Stock”), to holders of the Company’s common stock, par value $0.01 per share (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, DuPont de Nemours, Inc. (formerly known as DowDuPont Inc.), completed the separation of its agriculture business into a separate and independent public company by way of a distribution of Corteva through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Corteva’s common stock, par value $0.01 per share (the “Corteva Common Stock”), to holders of the Company’s common stock, par value $0.01 per share, as of the close of business on May 24, 2019 (the “Corteva Distribution” and, together with the Dow Distribution, the “Distributions”).

Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol "DD".

On December 15, 2019, DuPont and Nutrition & Biosciences, Inc. (presently a wholly owned subsidiary of DuPont) (“N&B Inc.”), entered into definitive agreements, including the Merger Agreement, with IFF, and Neptune Merger Sub I Inc. (a wholly owned subsidiary of IFF) (“Merger Sub I”), pursuant to which and subject to the terms and conditions therein, (1) DuPont will transfer its Nutrition and Biosciences business (the "N&B Business") to N&B Inc. (the “Contribution”), (2) DuPont will distribute to its stockholders all of the issued and outstanding shares of common stock, par value $0.01 per share, of N&B Inc. (the “N&B Inc. Common Stock”) held by DuPont by way of either (at DuPont’s option) a pro rata dividend or an exchange offer (the “N&B Distribution”), and (3) Merger Sub I will merge with and into N&B Inc., with N&B Inc. as the surviving corporation (the “N&B Merger” and collectively with the Contribution and the N&B Distribution, the "Proposed N&B Transaction").

When the N&B Merger is completed, holders of DuPont’s common stock (“DuPont Common Stock”) will own approximately 55.4% of the outstanding shares of IFF on a fully diluted basis.

The actual value of IFF Common Stock received by DuPont stockholders will depend on the value of such shares at the time the transaction closes, and DuPont stockholders may receive more or less than the value announced at the time of the signing of the definitive agreements.

In addition, as part of the proposed transaction, DuPont will receive a one-time $7.3 billion cash payment, subject to adjustment, (the “Special Cash Payment”).

The Special Cash Payment is subject to adjustment due to, among other things, variances in net working capital, and, therefore, could be less or more than anticipated.

At DuPont's election (subject to certain restrictions), the N&B Distribution may be effected by means of a pro rata dividend in a spin-off transaction or an exchange offer for outstanding DuPont shares in a split-off transaction (or a combination of both).

If DuPont elects a spin-off transaction, all DuPont stockholders will participate on a pro rata basis.

If DuPont elects a split-off, then it will conduct an exchange offer and all DuPont stockholders will elect whether to exchange DuPont shares for shares of N&B Inc. (subject to any terms and conditions announced by DuPont with respect thereto).

However, to the extent the split-off does not result in the distribution of all of the outstanding shares of N&B Inc., the additional shares of N&B Inc. still held by DuPont would be distributed in a spin-off transaction on a pro rata basis to all DuPont stockholders.

The Proposed N&B Transaction is expected to close by the end of the first quarter of 2021, subject to approval by IFF stockholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel.

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").

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| • | 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 Transportation & Advanced Polymers) segment; and |

| • | Sustainable Solutions business unit from the Safety & Construction segment. |

| • | 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. |

In addition to the Second Quarter Segment Realignment, effective October 1, 2019, Electronics & Imaging realigned its product lines as Image Solutions, Interconnect Solutions and Semiconductor Technologies.

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

In September 2019, the Company announced an agreement to sell its compound semiconductor solutions business, a part of the Electronics & Imaging segment, to SK Siltron for approximately $450 million.

The transaction is expected to close in the first quarter of 2020, pending satisfaction of customary closing conditions, including receipt of regulatory approval.

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| --- | --- | --- |

On March 31, 2017, Historical EID entered into an agreement with FMC, under which and effective upon the closing of the transaction on November 1, 2017, FMC acquired certain Historical EID agriculture assets (the “Divested Ag Business”) as required to obtain approval of the European Commission for the Merger.

As part of the FMC transaction, Historical EID agreed to acquire certain assets relating to FMC's Health & Nutrition (“H&N”) Business.

The integration of the H&N Business together with Historical Dow’s Pharma & Food Solutions business into Nutrition & Biosciences, makes the segment a world leader in the oral dosage pharmaceutical excipients market.

See further discussion of the H&N Business acquisition in Note 3 to the Consolidated Financial Statements.

In October 2018, Historical EID completed the sale of its heritage alginates business to JRS Group.

The sale of the alginates business was a requirement set out by the European Commission ("EC") upon its conditional approval of the acquisition of the H&N Business from FMC.

The Company remains active in the alginates market with the heritage H&N Business alginates portfolio.

In February 2017, the Company completed the sale of its global food safety diagnostic business to Hygiena LLC.

Acquisitions

Information regarding certain of these matters is set forth below and in Note [removed: 16] [added: 15] to the Consolidated Financial Statements, which also includes discussion of the allocation of liabilities in connection with the [added: DWDP] Distributions.

*See [removed: Note* *16* *to] [added: Note 15 to] the Consolidated Financial Statements.*

[removed: Historical] EID sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015.

Subsequent to this inspection, the U.S. Environmental Protection Agency (“EPA)”, the U.S. Department of Justice (“DOJ”), the Louisiana Department of Environmental Quality (“DEQ”), the Company (originally through [removed: Historical] EID), and Denka began discussions in the spring of 2017 relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair.

On March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Directive and Notice to Insurers to a number of companies, including Chemours, DowDuPont, [removed: Historical] EID, and certain DuPont subsidiaries.

NJDEP’s allegations relate to former operations of [removed: Historical] EID involving poly- and perfluoroalkyl substances, (“PFAS”), including PFOA and PFOA- replacement products.

[removed: FORM 10-K][added: FORM 10-K]

For the fiscal year ended December 31, [removed: 2019][added: 2020]

| Delaware | | | [added: | | | | | |] 81-1224539 | | [added: | | | |]

| State or other jurisdiction of incorporation or organization | | | [added: | | | | | |] (I.R.S. Employer Identification No.) | | [added: | | | |]

| 974 Centre Road | [added: | |] Building 730 | [added: | |] Wilmington | [added: | |] Delaware | | [added: | | | |] 19805 | | [added: | | | |]

| (Address of Principal Executive Offices) | | | | | [added: | | | | | | | | | |] (Zip Code) | | [added: | | | |]

(302) [removed: 774-1000][added: 774-3034]

| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock, par value $0.01 per share | [added: | |] DD | [added: | |] New York Stock Exchange | [added: | |]

| | [added: | |] Large Accelerated Filer | | [added: | | | |] ☑ | | [added: | | | |] Accelerated filer | | [added: | | | |] ¨ | [added: | |]

| | [added: | |] Non-accelerated filer | | [added: | | | |] ¨ | | [added: | | | |] Smaller reporting company | | [added: | | | |] ☐ | [added: | |]

| | | | | | [added: | | | | | | | | | |] Emerging growth company | | [added: | | | |] ☐ | [added: | |]

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, [removed: 2019,] [added: 2020,] (the last day of the registrant's most recently completed second fiscal quarter), was approximately [removed: $56.1] [added: $39] billion based on the New York Stock Exchange closing price on such date.

The registrant had [removed: 739,388,462] [added: 538,089,014] shares of common stock, $0.01 par value, outstanding at February 10, [removed: 2020.][added: 2021.]

Part III: Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K.

For the year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

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| | [added: | |] [Item [removed: 1A.](#sFBDD82516CBB28CB038ADEE2917A5C53)] [added: 1A.](#id350604d295d43a58bbb3537787080be_40)] | [added: | |] [Risk [removed: Factors](#sFBDD82516CBB28CB038ADEE2917A5C53)] [added: Factors](#id350604d295d43a58bbb3537787080be_40)] | [removed: [18](#sFBDD82516CBB28CB038ADEE2917A5C53)] | [added: | [18](#id350604d295d43a58bbb3537787080be_40) | | |]

| | [added: | |] [Item [removed: 1B.](#sf9184d6507764ba7bac18bddc0b9348c)] [added: 1B.](#id350604d295d43a58bbb3537787080be_43)] | [added: | |] [Unresolved Staff [removed: Comments](#sf9184d6507764ba7bac18bddc0b9348c)] [added: Comments](#id350604d295d43a58bbb3537787080be_43)] | [removed: [27](#sf9184d6507764ba7bac18bddc0b9348c)] | [added: | [27](#id350604d295d43a58bbb3537787080be_43) | | |]

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| | [added: | |] [Item [removed: 3.](#s4A71AA3A0E0999F5ED40DEE29149B8C8)] [added: 3.](#id350604d295d43a58bbb3537787080be_49)] | [added: | |] [Legal [removed: Proceedings](#s4A71AA3A0E0999F5ED40DEE29149B8C8)] [added: Proceedings](#id350604d295d43a58bbb3537787080be_49)] | [removed: [28](#s4A71AA3A0E0999F5ED40DEE29149B8C8)] | [added: | [29](#id350604d295d43a58bbb3537787080be_49) | | |]

| | [added: | |] [Item [removed: 4.](#s4C3E9929276A8A7BC68ADEE291CF41DB)] [added: 4.](#id350604d295d43a58bbb3537787080be_52)] | [added: | |] [Mine Safety [removed: Disclosures](#s4C3E9929276A8A7BC68ADEE291CF41DB)] [added: Disclosures](#id350604d295d43a58bbb3537787080be_52)] | [removed: [29](#s4C3E9929276A8A7BC68ADEE291CF41DB)] | [added: | [29](#id350604d295d43a58bbb3537787080be_52) | | |]

| | [added: | |] [Item [removed: 5.](#s4A741DD138C992FB7726DEE24D8A103E)] [added: 5.](#id350604d295d43a58bbb3537787080be_58)] | [added: | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s4A741DD138C992FB7726DEE24D8A103E)] [added: Securities](#id350604d295d43a58bbb3537787080be_58)] | [removed: [30](#s4A741DD138C992FB7726DEE24D8A103E)] | [added: | [30](#id350604d295d43a58bbb3537787080be_58) | | |]

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| | [added: | |] [Item [removed: 9A.](#sEEE839E8489EDC9AAC8FDEE29104761E)] [added: 9A.](#id350604d295d43a58bbb3537787080be_139)] | [added: | |] [Controls and [removed: Procedures](#sEEE839E8489EDC9AAC8FDEE29104761E)] [added: Procedures](#id350604d295d43a58bbb3537787080be_139)] | [removed: [63](#sEEE839E8489EDC9AAC8FDEE29104761E)] | [added: | [61](#id350604d295d43a58bbb3537787080be_139) | | |]

| | [added: | |] [Item [removed: 9B.](#s7C29959EC5CA6FC60B4EDEE2912AB8C0)] [added: 9B.](#id350604d295d43a58bbb3537787080be_142)] | [added: | |] [Other [removed: Information](#s7C29959EC5CA6FC60B4EDEE2912AB8C0)] [added: Information](#id350604d295d43a58bbb3537787080be_142)] | [removed: [63](#s7C29959EC5CA6FC60B4EDEE2912AB8C0)] | [added: | [61](#id350604d295d43a58bbb3537787080be_142) | | |]

| [removed: [PART III](#sb6d19bc07e644854928a4a5b4b5c2677)] [added: [PART III](#id350604d295d43a58bbb3537787080be_145)] | | | | [added: | | | | | | | |]

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| | [added: | |] [Item [removed: 12.](#s8570e0d8ef6d4459a9f5a9ea50ea2f79)] [added: 12.](#id350604d295d43a58bbb3537787080be_154)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s8570e0d8ef6d4459a9f5a9ea50ea2f79)] [added: Matters](#id350604d295d43a58bbb3537787080be_154)] | [removed: [64](#s8570e0d8ef6d4459a9f5a9ea50ea2f79)] | [added: | [62](#id350604d295d43a58bbb3537787080be_154) | | |]

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| | [added: | |] [Item [removed: 14.](#scfc20f70cd6045f580d6d75d93fb67dc)] [added: 14.](#id350604d295d43a58bbb3537787080be_160)] | [added: | |] [Principal Accountant Fees and [removed: Services](#scfc20f70cd6045f580d6d75d93fb67dc)] [added: Services](#id350604d295d43a58bbb3537787080be_160)] | [removed: [64](#scfc20f70cd6045f580d6d75d93fb67dc)] | [added: | [62](#id350604d295d43a58bbb3537787080be_160) | | |]

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| DuPont de Nemours, Inc. | [added: | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [PART II](#id350604d295d43a58bbb3537787080be_55) | | | | | | | | | | | |

| [PART IV](#id350604d295d43a58bbb3537787080be_163) | | | | | | | | | | | |

| [SIGNATURES](#id350604d295d43a58bbb3537787080be_175) | | | | | | | | | [67](#id350604d295d43a58bbb3537787080be_175) | | |

Effective August 31, 2017, E. I. du Pont de Nemours and Company ("EID") and The Dow Chemical Company ("TDCC") each merged with subsidiaries of DowDuPont Inc. (n/k/a "DuPont”) and, as a result, EID and TDCC became subsidiaries of the Company.

On April 1, 2019, the Company completed the separation of the materials science business through the spin-off of Dow Inc., (“Dow”) including Dow’s subsidiary TDCC (the “Dow Distribution”).

On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EID, (the “Corteva Distribution and together with the Dow Distribution, the “DWDP Distributions”).

The results of operations of DuPont for the 2019 and 2018 periods presented reflect the historical financial results of Dow and Corteva as discontinued operations, as applicable.

Unless otherwise indicated, the information in the notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of Dow or Corteva.

On February 1, 2021, DuPont completed the separation and distribution of the Nutrition & Biosciences business (the “N&B Business”), and merger of Nutrition & Biosciences, Inc. (“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of International Flavors & Fragrances Inc. (“IFF”).

The distribution was effected through an exchange offer (the “Exchange Offer”) where, on the terms and subject to the conditions of the Exchange Offer, eligible participating DuPont stockholders had the option to tender all, some or none of their shares of common stock, par value $0.01 per share, of DuPont (the “DuPont Common Stock”) for a number of shares of common stock, par value $0.01 per share, of N&B (the “N&B Common Stock”) and which resulted in all shares of N&B Common Stock being distributed to DuPont stockholders that participated in the Exchange Offer.

The consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “N&B Merger” and, together with the Exchange Offer, the “N&B Transaction”).

The results of the N&B business are included in the continuing operations of DuPont for all periods presented herein.

the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities) on DuPont’s business, results of operations, access to sources of liquidity and financial condition which depend on highly uncertain and unpredictable future developments, including, but not limited to, the duration and spread of the COVID-19 outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume; and x) other risks to DuPont's business, operations; each as further discussed in detail in and results of operations as discussed in in the section titled “Risk Factors” (Part I, Item 1A of this Form 10-K).

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| [PART II](#s93D91C5CB3D5408DC9D7DEE281033CCE) | | | |

| | [Item 6.](#s580ae50cb0be4d019b771e950942c8bd) | [Selected Financial Data](#s580ae50cb0be4d019b771e950942c8bd) | [32](#s580ae50cb0be4d019b771e950942c8bd) |

| [PART IV](#sf39f651633564e6da89be4c3b8824c24) | | | |

| [SIGNATURES](#sAB7325C9DE9863A4ED13DEE292746F63) | | | [68](#sAB7325C9DE9863A4ED13DEE292746F63) |

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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 Distribution”).

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 Distribution”).

Unless otherwise indicated, the Consolidated Financial Statements and Notes thereto present the financial position of DuPont's continuing operations as of December 31, 2019 and December 31, 2018 and the results of operations for the years ended December 31, 2019, 2018, and 2017.

On December 15, 2019, DuPont and International Flavors & Fragrances Inc. ("IFF") announced entry into definitive agreements to combine DuPont’s Nutrition & Biosciences business (the "N&B Business") with IFF in a transaction that would result in IFF issuing shares to DuPont shareholders.

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.

credit rating downgrade and (ix) other risks to DuPont's business, operations and results of operations including from: failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including tariffs, trade disputes and retaliatory actions; impairment of goodwill or intangible assets; the availability of and fluctuations in the cost of energy and raw materials; business or supply disruption, including in connection with the Distributions; ability to effectively manage costs as the company’s portfolio evolves; security threats, such as acts of sabotage, terrorism or war, natural disasters, weather events and patterns, and global health risks and pandemics, which could result in a significant operational event for DuPont, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce DuPont's intellectual property rights; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management's response to any of the aforementioned factors.

These risks are and will be more fully discussed in DuPont's current, quarterly and annual reports and other filings made with the U.S. Securities and Exchange Commission, in each case, as may be amended from time to time in future filings with the SEC.

A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A of this Form 10-K).

The Company's corporate headquarters [removed: are] [added: is] located in Wilmington, Delaware.

Additional information with respect to the Company's property, plant and equipment and leases is contained in Notes [removed: 12, 17] [added: 11, 16] and [removed: 24] [added: 23] to the Consolidated Financial Statements.

Collectively there are approximately [removed: 195] [added: 200] principal sites in total.

The number of manufacturing [added: and other significant] sites by reportable segment and geographic area around the world at December 31, [removed: 2019] [added: 2020] is as follows:

| *Geographic Region* | [removed: *Elect.] [added: | | *Electronics] & Imaging* | | [added: |] *Nutrition & Biosciences* | | [removed: *Transp.] [added: | *Transportation] & Industrial* | | [added: |] *Safety & [removed: Const.*] [added: Construction*] | | [added: |] *Non-Core* | | [added: |] *Total* *2* | | [added: |]

| Asia Pacific | [added: | |] 17 | | [removed: 15] | [added: 17] | [removed: 15] | | 11 | | [removed: 3] | [added: 12] | [removed: 61] | | [added: 7 | | | 64 | | |]

| EMEA 1 | [removed: 4] | | [removed: 41] [added: 3] | | [added: | 38 | | |] 8 | | [added: |] 6 | | [added: |] 1 | | [removed: 60] | [added: 56] | [added: | |]

| Latin America | [added: | |] — | | [added: |] 13 | | [added: |] 2 | | [added: |] — | | [added: |] — | | [added: |] 15 | | [added: |]

| U.S. & Canada | [added: | |] 12 | | [removed: 21] | [added: 24] | [removed: 20] | | [added: 19 | | |] 13 | | [removed: 7] | [added: 10] | [removed: 73] | | [added: 78 | | |]

Europe, Middle East, and [removed: Africa ("EMEA").][added: Africa.]

[removed: | 2. |] Sites that are used by multiple segments are included more than once in the figures above. [removed: |]

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| Total | | | 32 | | | 92 | | | 40 | | | 31 | | | 18 | | | 213 | | |

2.

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| Total | 33 | | 90 | | 45 | | 30 | | 11 | | 209 | |

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| | [added: | |] DuPont de Nemours, Inc. | | [added: | | | |]

| | [added: | |] PART II | | [added: | | | |]

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At [removed: December 31, 2019,] [added: February 3, 2021,] there were [removed: 81,409] [added: 75,797] stockholders of record.

[removed: | 1. |] On June 1, 2019, the Company announced a $2 billion share buyback program, which expires on June 1, 2021. [removed: |]

The chart illustrates the cumulative total return of the Company's stock following completion of the [added: DWDP] Merger based on a presumed investment of $100 on September 1, 2017 and a presumption that all dividends were reinvested.

The historical stock prices of DuPont presented in the chart have been adjusted to reflect the impact of the [added: DWDP] Distributions and the Reverse Stock Split.

The Company elected to display the closing price on May 31, 2019, the day preceding the Corteva Distribution, in order to provide the reader a more useful baseline for the Company's performance as a specialty products company after consummation of the [added: DWDP] Distributions.

[removed: ][added: ]

| Cumulative Total Return | [added: | |] *September 1, 2017* | | | *December 29, 2017* | | | *December 31, 2018* | | | *May 31, 2019* [removed: *3*] [added: *2*] | | | *December 31, 2019* | | | [added: *December 31, 2020* | | |]

| DuPont 1 | [added: | |] $ | 100.00 | | $ | 106.60 | | $ | 81.92 | | $ | 70.30 | | $ | 70.48 | | [added: $ | 79.86 | |]

| S&P 500 | [added: | |] $ | 100.00 | | $ | 108.84 | | $ | 104.07 | | $ | 115.24 | | $ | 136.84 | | [added: $ | 162.02 | |]

| S&P Industrial Conglomerates | [added: | |] $ | 100.00 | | $ | 94.76 | | $ | 69.29 | | $ | 77.63 | | $ | 86.70 | | [added: $ | 95.60 | |]

The historical stock prices of DuPont prior to the [added: DWDP] Distributions have been adjusted to reflect the impact of the [added: DWDP] Distributions and the Reverse Stock Split.

The Company's common stock is traded on the NYSE under the ticker symbol "DD." Fourth quarter dividend information can be found in Note 24 to the Consolidated Financial Statements.

For the three months ended December 31, 2020, there were no purchases of the Company’s common stock under this share repurchase program.

At December 31, 2020, $1 billion is the approximate dollar value of shares that may yet be purchased by the Company under this program.

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On August 31, 2017, Historical Dow's common stock, par value $2.50 per share, and Historical EID's common stock, par value $0.30 per share, were voluntarily delisted from the New York Stock Exchange ("NYSE") in connection with the Merger.

See Note 3 to the Consolidated Financial Statements for additional information on the Merger.

Historical Dow common stock and Historical EID common stock were suspended from trading on the NYSE prior to the open of trading on September 1, 2017.

DowDuPont's common stock, par value $0.01 per share, commenced trading on the New York Stock Exchange ("NYSE") (the principal Market for the Company's common stock) under ticker symbol "DWDP" on September 1, 2017.

On June 1, 2019, the Company completed at 1-for-3 reverse stock split of its outstanding common stock, thereby reducing the number of authorized shares for common stock from 5,000,000,000 to 1,666,666,667 shares.

Also on June 1, 2019, the Company 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."

At January 31, 2020, there were 80,891 stockholders of record.

The following table provides information regarding purchases of the Company’s common stock by the Company during the three months ended December 31, 2019:

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| Issuer Purchases of Equity Securities | | | | | | *Total number of shares purchased as part of the Company's publicly announced share repurchase program* *1* | | *Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share* *repurchase program* *1* *(In millions)* | | |

| *Period* | *Total number of shares purchased* | | *Average price paid per share* | | | | | | | |

| October 2019 | 2,061,379 | | 66.70 | | | 2,061,379 | | 1,402 | | |

| November 2019 | 1,713,612 | | 68.56 | | | 1,713,612 | | 1,284 | | |

| December 2019 | 526,772 | | 64.12 | | | 526,772 | | 1,250 | | |

| Fourth quarter 2019 | 4,301,763 | | $ | 67.12 | | 4,301,763 | | $ | 1,250 | |

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| S&P 500 Chemicals 2 | $ | 100.00 | | $ | 111.76 | | $ | 98.10 | | $ | 101.29 | | $ | 118.67 | |

Prior to the consummation of the separations and Distributions, DowDuPont chose the S&P 500 Chemicals as its comparable index.

After the Distributions, the Company chose the S&P Industrial Conglomerates as a more informative comparable index based upon the businesses that remained after the Distributions.

3.

As of December 31, [removed: 2019,] [added: 2020,] the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the [removed: last fiscal] quarter [added: ended December 31, 2020] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

In connection with the [removed: Distributions,] [added: N&B Transaction,] there were several processes, policies, operations, technologies and information systems that were [removed: integrated following the Merger which have been or will be replicated,] transferred or separated.

[removed: During] [added: Through] the quarter ended December 31, [removed: 2019,] [added: 2020,] the Company continued to take steps to ensure that adequate controls were designed and maintained throughout this transition period.

The Company has completed its evaluation of its internal controls and has concluded that the Company's system of internal controls over financial reporting was effective as of December 31, [removed: 2019] [added: 2020] (see page F-2).

| | [added: | |] DuPont de Nemours, Inc. | | [added: | | | |]

| | [added: | |] PART III | | [added: | | | |]

None.

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In anticipation of and to facilitate the proposed transaction with IFF, DuPont is planning for the internal separation of the N&B Business, both domestically and internationally, through a series of transactions that are intended to be tax-efficient from both a United States and foreign perspective (collectively, the "N&B Internal Separations").

See Part I, Items 1 and 1A of this report for more information regarding the proposed transaction.

The N&B Internal Separations are currently expected to consist of internal transactions undertaken by DuPont and its subsidiaries to separate ownership of the N&B Business from ownership of their other businesses, including a number of distributions intended to qualify as tax-free spinoffs for United States tax purposes under Section 355 of the Internal Revenue Code.

The N&B Internal Separations are expected to occur in the United States and in (or involving entities domiciled in) various jurisdictions, including (but not limited to) China, India and the Netherlands.

Following the completion of the N&B Internal Separations, DuPont expects that DuPont will effectuate the separation, pending DuPont Board approval, in a distribution intended to qualify as a tax-free spinoff for United States tax purposes under Section 355 of the Internal Revenue Code.

The DuPont subsidiaries, or their successors, that are included in the current plans for the N&B Internal Separations as distributing corporations in the N&B Internal Separations (each in one or more tax-free spinoffs for United States tax purposes under Section 355 of the Internal Revenue Code) are the following: Rohm and Haas Electronic Materials (Shanghai) Ltd; DDP Specialty Products India Private Limited; Specialty Electronic Materials Netherlands Holding 5, B.V.; Specialty Electronic Materials Netherlands B.V.; DuPont Services Company B.V.; Performance Specialty Products NA, LLC; Specialty Products US 2, LLC; Specialty Products US, LLC; DDP Specialty Electronic Materials US, Inc; Rohm and Haas Electronic Materials CMP Inc; DDP Specialty Electronic Materials US 5, LLC; DDP Specialty Electronic Materials US 4, LLC; DDP Specialty Electronic Materials US 8, LLC; Specialty Products US 4, LLC; and DDP Specialty Electronic Materials US 9, LLC.

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Information related to Directors, certain executive officers and certain corporate governance matters (including identification of Audit Committee members and financial expert(s)) is contained in the definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders of DuPont De Nemours Inc. and is incorporated herein by reference.

On June 1, 2019, the Board of Directors of the Company adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer.

A copy of the code can be obtained via the Internet through the Investor Relations section of the Company's website under Corporate Governance (www.investors.dupont.com/investors/dupont-investors/corporate-governance).

The Company's website and its content are not deemed incorporated by reference into this report.

Information related to executive compensation and the Company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to beneficial ownership of DuPont de Nemours, Inc. common stock by each Director and all Directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of DuPont de Nemours, Inc. common stock is contained in the definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Reportable relationships and related transactions, if any, as well as information relating to director independence are contained in the definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and are incorporated herein by reference.

Information with respect to fees and services related to the Company’s independent auditors, PricewaterhouseCoopers LLP, and the disclosure of the Audit Committee’s pre-approval policies and procedures are contained in the definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders of DuPont and are incorporated herein by reference.

| | [added: | |] DuPont de Nemours, Inc. | | [added: | | | |]

| | [added: | |] PART IV | | [added: | | | |]

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[removed: | (a) | Financial Statements,] [added: (a)Financial Statements and] Financial Statement [removed: Schedules and Exhibits: |][added: Schedules:]

[removed: | 1. | Financial] [added: 1.Financial] Statements (See the Index to the Consolidated Financial Statements on page F-1 of this report). [removed: |]

[removed: | 2. | Financial] [added: 2.Financial] Statement Schedules [removed: |]

| (In millions) for the years ended December 31, | [removed: 2019] | | [added: 2020] | [removed: 2018] | | [added: 2019] | [removed: 2017] | | [added: 2018] | [added: | |]

| Accounts Receivable—Allowance for Doubtful Receivables | | | | | | | | | | [added: | |]

| Balance at beginning of period | [added: | |] $ | [removed: 10] [added: 9] | | $ | [removed: 1] [added: 10] | | $ | [removed: —] [added: 1] | |

| Additions charged to expenses | [removed: —] | | [added: 34] | [removed: 10] | | [added: —] | [removed: 1] | | [added: 10] | [added: | |]

| Deductions from reserves1 | [removed: (1] | | [removed: )] [added: (2)] | [removed: (1] | | [removed: )] [added: (1)] | [removed: —] | | [added: (1)] | [added: | |]

| Balance at end of period | [added: | |] $ | [removed: 9] [added: 41] | | $ | [removed: 10] [added: 9] | | $ | [removed: 1] [added: 10] | |

| Inventory—Obsolescence Reserve | | | | | | | | | | [added: | |]

| Balance at beginning of period | [added: | |] $ | [removed: 43] [added: 41] | | $ | [removed: 40] [added: 43] | | $ | [removed: 12] [added: 40] | |

| Additions charged to expenses | [removed: 45] | | [added: 29] | [removed: 44] | | [added: 45] | [removed: 40] | | [added: 44] | [added: | |]

| Deductions from reserves2 | [removed: (47] | | [removed: )] [added: (45)] | [removed: (41] | | [removed: )] [added: (47)] | [removed: (12] | | [removed: )] [added: (41)] | [added: | |]

| Balance at end of period | [added: | |] $ | [removed: 41] [added: 25] | | $ | [removed: 43] [added: 41] | | $ | [removed: 40] [added: 43] | |

| Deferred Tax Assets—Valuation Allowance | | | | | | | | | | [added: | |]

| Balance at beginning of period | [added: | |] $ | [removed: 593] [added: 634] | | $ | [removed: 741] [added: 593] | | $ | [removed: 22] [added: 741] | |

| Additions charged to expenses [added: 3] | [removed: 91] | | [added: 109] | [removed: 13] | | [added: 91] | [removed: 9] | | [added: 13] | [added: | |]

| Deductions from reserves 3 | [removed: (50] | | [removed: )] [added: (45)] | [removed: (161] | | [removed: )] [added: (50)] | [removed: (27] | | [removed: )] [added: (161)] | [added: | |]

| Balance at end of period | [added: | |] $ | [removed: 634] [added: 698] | | $ | [removed: 593] [added: 634] | | $ | [removed: 741] [added: 593] | |

[removed: | 1. | Deductions] [added: 1.Deductions] include write-offs, recoveries and currency translation adjustments. [removed: |]

[removed: | 2. |] [added: 3.Additions and] Deductions include [removed: disposals and] currency translation adjustments. [removed: |]

[removed: | 3. | Deductions] [added: 2.Deductions] include [added: disposals and] currency translation adjustments. [removed: |]

| | [added: | |] EXHIBIT NO. | | [added: | | | |] DESCRIPTION | [added: | |]

| | [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex32.htm)] | | [added: [3.2](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex32.htm) | | | | | |] Second Amended and Restated Certificate of Incorporation of DowDuPont Inc. effective as of June 1, 2019, incorporated by reference to Exhibit 3.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | [added: | |]

| | [added: | |] [3.3](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex33.htm) | | [added: | | | |] The Amended and Restated Bylaws of DuPont de Nemours, Inc., effective as of June 1, 2019, incorporated by reference to Exhibit 3.3 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | [added: | |]

| | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex21.htm)] | | [added: [10.7](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex21.htm) | | | | | |] Agreement and Plan of Merger, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub I Inc. incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed December 18, 2019. | [added: | |]

| | [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex22.htm)] | | [added: [10.8](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex22.htm) | | | | | |] Separation and Distribution Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 2.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed December 18, 2019. | [added: | |]

| | [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex101.htm)] | | [added: [10.11](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex101.htm) | | | | | |] Employee Matters Agreement, dated [removed: as of] December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed December 18, 2019. | [added: | |]

| | [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)] | | [added: [10.15](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm) | | | | | |] Separation and Distribution Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 2.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | [added: | |]

| | [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex101.htm)] | | [added: [10.16](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex101.htm) | | | | | |] Tax Matters Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 10.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | [added: | |]

| | [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex102.htm)] | | [added: [10.17](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex102.htm) | | | | | |] Employee Matters Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 10.2 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | [added: | |]

| | [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex103.htm)] | | [added: [10.18](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex103.htm) | | | | | |] Intellectual Property Cross-License Agreement, effective as of April 1, 2019, by and among DowDuPont Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | [added: | |]

| | [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex104.htm)] | | [added: [10.19](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex104.htm) | | | | | |] Intellectual Property Cross-License Agreement, effective as of April 1, 2019, by and among Dow Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.4 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | [added: | |]

| | [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex101.htm)] | | [added: [10.20](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex101.htm) | | | | | |] Intellectual Property Cross-License Agreement, effective as of June 1, 2019, by and among DuPont de Nemours, Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | [added: | |]

| | [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] | | [added: [10.21](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm) | | | | | |] Letter Agreement, effective as of June 1, 2019 by and between DuPont de Nemours, Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | [added: | |]

| | [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] | | [added: [10.22](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm) | | | | | |] Amended and Restated Tax Matters Agreement, effective as of June 1, 2019, by and among DowDuPont Inc., Corteva, Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | [added: | |]

| | [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] | | [added: [10.23](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm) | | | | | |] DuPont Senior Executive Severance Plan, effective as of June 1, 2019, incorporated by reference to Exhibit 10.4 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | [added: | |]

| | [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] | | [added: [10.24](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm) | | | | | |] DuPont Management Deferred Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.5 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | [added: | |]

| | [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)] | | [added: [10.25](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm) | | | | | |] DuPont Stock Accumulation and Deferred Compensation Plan for Directors, effective June 1, 2019, incorporated by reference to Exhibit 10.6 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | [added: | |]

| | [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] | | [added: [10.26](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm) | | | | | |] DuPont Deferred Variable Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.7 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | [added: | |]

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

(b) Exhibits required to be filed by Item 601 of Regulation S-K (all of which are under Commission File No. 0001666700):

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [4.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000042/a2020q2descriptionofstoc.htm) | | | | | | Description of Capital Stock incorporated by reference to Exhibit 4.1 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. | | |

| | | | [4.2](https://www.sec.gov/Archives/edgar/data/1666700/000119312518336561/d622272dex41.htm) | | | | | | Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the DuPont de Nemours. Inc. Current Report on Form 8-K filed on November 28, 2018. | | |

| | | | [4.3](https://www.sec.gov/Archives/edgar/data/1666700/000119312518336561/d622272dex42.htm) | | | | | | First Supplemental Indenture, dated November 28, 2018, by and between DowDuPont Inc. and U.S. Bank National Association, as trustee incorporated by reference to Exhibit 4.2 to the DuPont de Nemours. Inc. Current Report on Form 8-K filed on November 28, 2018. | | |

| | | | [4.4](https://www.sec.gov/Archives/edgar/data/1666700/000119312520131050/d859945dex42.htm) | | | | | | Second Supplemental Indenture, dated May 1, 2020, by and between DuPont de Nemours, Inc. and U.S. Bank National Association, as trustee incorporated by reference to Exhibit 4.2 to the DuPont de Nemours. Inc. Current Report on Form 8-K filed on May 1, 2020. | | |

| | | | [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm) | | | | | | DuPont de Nemours, Inc. 2020 Equity and Incentive Plan, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8- K filed May 29, 2020. | | |

| | | | [10.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000017/exhibit101.htm) | | | | | | Employment Contract by and between DuPont de Nemours, Inc. and Matthias Heinzel, effective August 1, 2011, as amended by the Terms of Treatment dated October 28, 2014 as fully executed on November 21, 2014, and dated November 11, 2019 as fully executed on November 30, 2019 incorporated by reference to Exhibit 10.1 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. | | |

| | | | [10.3](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000017/exhibit102.htm) | | | | | | Letter Agreement by and between DuPont de Nemours, Inc. and Matthias Heinzel dated May 28, 2019 incorporated by reference to Exhibit 10.2 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. | | |

| | | | [10.4](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000017/exhibit103.htm) | | | | | | Letter Agreement by and between DuPont de Nemours, Inc. and Matthias Heinzel dated August 30, 2019 as fully executed on September 26, 2019 incorporated by reference to Exhibit 10.3 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. | | |

| | | | [10.5](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000017/exhibit104.htm) | | | | | | Letter Agreement by and between DuPont de Nemours, Inc. and Matthias Heinzel dated October 25, 2019 as fully executed on October 28, 2019 incorporated by reference to Exhibit 10.4 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. | | |

| | | | [10.6](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm) | | | | | | Memorandum of Understanding, dated January 22, 2021, by and among DuPont de Nemours, Inc., Corteva, Inc., E. I. du Pont de Nemours and Company and The Chemours Company, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 22, 2021. | | |

| | | | [10.9](https://www.sec.gov/Archives/edgar/data/1666700/000119312521015364/d59910dex21.htm) | | | | | | Amendment No. 1 dated January 22, 2021 to that certain Separation and Distribution Agreement dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc.and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 25, 2021. | | |

| | | | [10.10](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex24.htm) | | | | | | Amendment No. 2 dated February 1, 2021 to that certain Separation and Distribution Agreement dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.4 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 4, 2021. | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [10.12](https://www.sec.gov/Archives/edgar/data/1666700/000119312521015364/d59910dex101.htm) | | | | | | Amendment No. 1 dated January 22, 2021 to that certain Employee Matters Agreement, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 25, 2021. | | |

| | | | [10.13](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm) | | | | | | Tax Matters Agreement dated February 1, 2021, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 4, 2021. | | |

| | | | [10.14](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex102.htm) | | | | | | Intellectual Property Cross-License Agreement, dated February 1, 2021, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and the other parties identified therein incorporated by reference to Exhibit 10.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 4, 2021. | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | |

| --- | --- |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Merger impact | — | | | — | | | 737 | | |

| 3. | Exhibits |

The following list of exhibits includes both exhibits submitted with this Form 10-K as filed with the SEC and those incorporated by reference to other filings:

| | | | |

| --- | --- | --- | --- |

*Filed herewith

Upon request of the U.S. Securities and Exchange Commission, (the “SEC”), DuPont hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement; provided, however, that DuPont may omit confidential information pursuant to Item 601(b)(10) or request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.

| DuPont de Nemours, Inc. Signatures | [added: | |]

[removed: Date:] [added: |] February 14, 2020 [added: | | |]

| By: | [added: | |] /s/ MICHAEL G. GOSS | | | | [added: | | | | | | | |]

| Name: | [added: | |] Michael G. Goss | | | | [added: | | | | | | | |]

| Title: | [added: | |] Vice President and Controller | | | | [added: | | | | | | | |]

| City: | [added: | |] Wilmington | | | | [added: | | | | | | | |]

| State: | [added: | |] Delaware | | | | [added: | | | | | | | |]

| | [added: | |] Signature | | [added: | | | |] Title(s) | | [added: | | | |] Date | [added: | |]

| | [added: | |] /s/ [removed: JEANMARIE F. DESMOND] [added: LORI KOCH] | | [added: | | | |] Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] /s/ MICHAEL G. GOSS | | [added: | | | |] Vice President and Controller | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Michael G. Goss | | [added: | | | |] (Principal Accounting Officer) | | | [added: | | | | | |]

Hennessey, [added: Vice President,] 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.

| | [added: | |] /s/ [removed: C. MARC DOYLE] [added: EDWARD D. BREEN] | | [added: | | | |] Chief Executive Officer and Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [removed: C. Marc Doyle] | | [added: Edward D. Breen | | | | | |] (Principal Executive Officer) | | | [added: | | | | | |]

| [removed: | Edward] [added: /s/ EDWARD] D. [removed: Breen] [added: BREEN] | | | | | [added: | /s/ LORI KOCH | | |]

| | [added: | |] /s/ AMY G. BRADY | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Amy G. Brady | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ RUBY R. CHANDY | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Ruby R. Chandy | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ FRANKLIN K. CLYBURN JR. | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Franklin K. Clyburn, Jr. | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ TERRENCE R. CURTIN | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Terrence R. Curtin | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ ALEXANDER M. CUTLER | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Alexander M. Cutler | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ ELEUTHERE I. DU PONT | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Eleuthère I. du Pont | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ RAJIV L. GUPTA | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Rajiv L. Gupta | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ LUTHER C. KISSAM | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Luther C. Kissam | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ FREDERICK M. LOWERY | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Frederick M. Lowery | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ RAYMOND J. MILCHOVICH | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Raymond J. Milchovich | | | | | [added: | | | | | | | | | |]

| | [added: | |] /s/ STEVEN M. STERIN | | [added: | | | |] Director | | [added: | | | |] February [removed: 14, 2020] [added: 12, 2021] | [added: | |]

| | [added: | |] Steven M. Sterin | | | | | [added: | | | | | | | | | |]

| | [added: | |] Page(s) | [added: | |]

| Consolidated Financial Statements: | | [added: | | | |]

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#s491445367ed44f92a3f6a3099d21ca35)] [added: Reporting](#id350604d295d43a58bbb3537787080be_181)] | [removed: [F-2](#s491445367ed44f92a3f6a3099d21ca35)] | [added: | F-[2](#id350604d295d43a58bbb3537787080be_181) | | |]