Item 16. FORM 10-K SUMMARY

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Item 16. FORM 10-K SUMMARY

None.


DuPont de Nemours, Inc. Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DUPONT DE NEMOURS, INC.

Registrant

Date: February 12, 2021


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

City:			Wilmington
State:			Delaware

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


Signature	Title(s)	Date

/s/ LORI KOCH	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 12, 2021
Lori Koch

/s/ MICHAEL G. GOSS	Vice President and Controller	February 12, 2021
Michael G. Goss	(Principal Accounting Officer)

We, the undersigned directors and officers of DuPont de Nemours, Inc, hereby severally constitute Erik T. Hoover, Senior Vice President & General Counsel and Peter W. Hennessey, 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.


Signature	Title(s)	Date

/s/ EDWARD D. BREEN	Chief Executive Officer and Director	February 12, 2021
Edward D. Breen	(Principal Executive Officer)

/s/ AMY G. BRADY	Director	February 12, 2021
Amy G. Brady

/s/ RUBY R. CHANDY	Director	February 12, 2021
Ruby R. Chandy

/s/ FRANKLIN K. CLYBURN JR.	Director	February 12, 2021
Franklin K. Clyburn, Jr.

/s/ TERRENCE R. CURTIN	Director	February 12, 2021
Terrence R. Curtin

/s/ ALEXANDER M. CUTLER	Director	February 12, 2021
Alexander M. Cutler

/s/ ELEUTHERE I. DU PONT	Director	February 12, 2021
Eleuthère I. du Pont

/s/ RAJIV L. GUPTA	Director	February 12, 2021
Rajiv L. Gupta

/s/ LUTHER C. KISSAM	Director	February 12, 2021
Luther C. Kissam

/s/ FREDERICK M. LOWERY	Director	February 12, 2021
Frederick M. Lowery

/s/ RAYMOND J. MILCHOVICH	Director	February 12, 2021
Raymond J. Milchovich

/s/ STEVEN M. STERIN	Director	February 12, 2021
Steven M. Sterin

DuPont de Nemours, Inc.

Index to the Consolidated Financial Statements


			Page(s)
Consolidated Financial Statements:
Management's Reports on Responsibility for Financial Statements and Internal Control over Financial Reporting			F-2
Reports of Independent Registered Public Accounting Firms			F-3
Consolidated Statements of Operations for the years ended December 31, 20 20 , 201 9 , and 2 018			F-9
Consolidated Statements of Comprehensive Income for the years ended December 31, 20 20 , 20 19 and 20 1 8			F-10
Consolidated Balance Sheets as of December 31, 20 20 and December 31, 20 19			F-11
Consolidated Statements of Cash Flows for the years ended December 31, 20 20 , 20 19 , and 20 18			F-12
Consolidated Statements of Equity for the years ended December 31, 20 20 , 20 19 , and 20 18			F-13
Notes to the Consolidated Financial Statements			F-14

F-1

Management's Reports on Responsibility for Financial Statements and

Internal Control over Financial Reporting

Management's Report on Responsibility for Financial Statements

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

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:

i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and

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

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

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2020, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2020, as stated in its report, which is presented on the following pages.


/s/ EDWARD D. BREEN						/s/ LORI KOCH
Edward D. Breen Chief Executive Officer						Lori Koch Chief Financial Officer

February 12, 2021

F-2

Report of Independent Registered Public Accounting Firm

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

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of DuPont de Nemours, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the two years in the period ended December 31, 2020, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period ended December 31, 2020 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

We did not audit the financial statements of The Dow Chemical Company, which was a wholly owned subsidiary prior to the April 1, 2019 distribution discussed in Note 3, which statements reflect, for the period from January 1, 2019 to March 31, 2019, total net sales of $13,582 million (of which $1,604 million is included in continuing operations and $11,978 million is included in discontinued operations in the Company’s consolidated statement of operations) for the period then ended. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for The Dow Chemical Company for period from January 1, 2019 to March 31, 2019 is based solely on the report of the other auditors.

Change in Accounting Principle

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

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits and the report of other auditors provide a reasonable basis for our opinions.

F-3

Definition and Limitations of Internal Control over Financial Reporting

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

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

Critical Audit Matters

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

Goodwill impairment assessments for certain reporting units and long-lived assets impairment assessment for a certain asset group

As described in Notes 1, 5, 11 and 13 to the consolidated financial statements, the Company’s consolidated goodwill balance was $30.2 billion, property, plant, and equipment - net balance was $10.0 billion, and other intangible assets with finite lives net balance was $9.5 billion, respectively, as of December 31, 2020. Management conducts impairment tests for goodwill annually during the fourth quarter, or more frequently, if events or circumstances indicate the carrying value of goodwill may be impaired. In the first and third quarters, management recorded goodwill impairment charges of $533 million and $158 million, respectively, related to certain reporting units within the Non-Core segment. In the second quarter, management recorded goodwill impairment charges of $2,498 million related to the Transportation and Industrial reporting unit. Fair value of each reporting unit is estimated using a combination of a discounted cash flow model and/or market approach and involves the use of significant assumptions. Management also evaluates the carrying value of all tangible and intangible assets (collectively, “asset groups”) held for use for possible impairment when an event or change in circumstance has occurred that indicates their carrying value may not be recoverable. In the third quarter, management recorded long-lived asset impairment charges of $318 million, within the PVAM business unit. The evaluation of the asset group includes estimating anticipated future undiscounted cash flows to be derived from the asset group. If such undiscounted cash flows are less than the asset group’s carrying value, an additional evaluation is performed whereby the carrying value of the asset group is compared to the estimated fair value of the asset group. Fair value of the asset group is determined using a combination of a discounted cash flow model and/or market approach and involves the use of significant assumptions.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments for certain reporting units and the asset group impairment assessment for a certain asset group is a critical audit matter are (i) the significant judgment by management when developing the fair value measurements of an asset group within the PVAM business unit and reporting units within the Non-Core segment, which in turn led to a high degree of auditor judgment, effort, and subjectivity in performing procedures and in evaluating audit evidence relating to the Company’s discounted cash flow models and significant assumptions, including the projected revenue, gross margins, and the weighted average costs of capital; (ii) the significant judgment by management when developing the fair value measurement of the Transportation and Industrial reporting unit, which in turn led to a high degree of auditor judgment, effort, and subjectivity in performing procedures and in evaluating audit evidence relating to the Company’s discounted cash flow and market approach models and significant assumptions, including the projected revenue, gross margins, the weighted average costs of capital, the terminal growth rates, and the probability-weighting applied to the projected financial information and weighting applied to the market approach and income approach, (iii) management recorded an impairment charge for an asset group within the PVAM business unit and goodwill for certain reporting units within the Non-core segment and Transportation and Industrial reporting unit during the year, and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.

F-4

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill and long-lived asset impairment assessments, including controls over management’s identification of events or changes in circumstances that indicate an impairment of an asset group and/or a reporting unit has occurred and controls over the determination of the fair value of the Company’s reporting units and asset group. These procedures also included, among others, evaluating the appropriateness of the models and reasonableness of the significant assumptions used by management in developing the fair value measurements, including (i) the projected revenue, gross margins, the weighted average costs of capital for the asset group within the PVAM business unit and reporting units in the Non-Core segment and (ii) the projected revenue, gross margins, the weighted average costs of capital, the terminal growth rates, and probability-weighting applied to the projected financial information and weighting applied to the market approach and income approach for the Transportation and Industrial reporting unit. Evaluating the reasonableness of assumptions related to projected revenue, gross margins, and probability-weighting applied to the projected financial information involved considering the current economic conditions and recent operating results and whether the assumptions used by management were consistent with evidence obtained in other areas of the audit. For certain impairment assessments, professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s discounted cash flow and market approach models and evaluating the reasonableness of the weighted average costs of capital, terminal growth rates and the weighting applied to the market approach and income approach, as applicable.

Tax-free determination of certain internal distributions and reorganizations in preparation for the intended 2021 Nutrition and Bioscience business external distribution

As described in Notes 1 and 3 to the consolidated financial statements, management has determined that certain internal distributions and reorganizations in preparation for the intended 2021 Nutrition and Bioscience business external distribution, qualified as tax-free transactions under the applicable sections of the Internal Revenue Code. As such, the Company is not required to pay corporate taxes on the transactions. The determination of the tax-free nature relating to certain internal distributions and reorganizations requires management to make judgments about the application of tax laws and regulations. As disclosed by management, the Internal Revenue Service could determine on audit that certain internal reorganizations should be treated as taxable transactions, which would have a material adverse impact on the Company.

The principal considerations for our determination that performing procedures relating to the tax-free determination of certain internal distributions and reorganizations in preparation for the intended 2021 Nutrition and Bioscience business external distribution is a critical audit matter are (i) there was significant judgment made by management regarding the transactions and the application of tax laws and regulations in determining that certain internal distributions and reorganizations qualify for tax-free status, and (ii) the significant impact to the financial statements if the tax-free determinations were determined to be inappropriate by the Internal Revenue Service. This in turn led to a significant degree of auditor judgment and effort in performing procedures and in evaluating audit evidence relating to the tax-free determination of certain internal distributions and reorganizations. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 12, 2021

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

F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

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

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

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit and the report of the other auditors provide a reasonable basis for our opinion.


/s/ DELOITTE & TOUCHE LLP
Midland, Michigan

February 11, 2019 (February 14, 2020 as to changes to the 2018 financial statements as a result of a change in method of accounting for inventory, a change in reportable segments, and the effects of discontinued operations, common control transactions, and a reverse stock split.)

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

F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

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

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting for the three-month period ended March 31, 2019. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.


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

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

F-7

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the consolidated statements of operations, comprehensive income (loss), equity and cash flows of E.I. du Pont de Nemours and Company and its subsidiaries (the “Company”) for the year ended December 31, 2018, including the related notes and schedule of valuation and qualifying accounts for the year ended December 31, 2018 appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”) (not presented herein).

In our opinion, based on our audit and the report of other auditors, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

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

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit and the report of other auditors provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 11, 2021

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

F-8

DuPont de Nemours, Inc.

Consolidated Statements of Operations


(In millions, except for per share amounts) For the years ended December 31,	2020		2019		2018
Net sales	$	20,397	$	21,512	$	22,594
Cost of sales	13,522		14,056		15,302
Research and development expenses	860		955		1,070
Selling, general and administrative expenses	2,235		2,663		3,028
Amortization of intangibles	2,119		1,050		1,044
Restructuring and asset related charges - net	849		314		147
Goodwill impairment charges	3,214		1,175		—
Integration and separation costs	594		1,342		1,887
Equity in earnings of nonconsolidated affiliates	191		84		447
Sundry income (expense) - net	675		153		92
Interest expense	767		668		55
(Loss) Income from continuing operations before income taxes	(2,897)		(474)		600
(Benefit from) Provision for income taxes on continuing operations	(23)		140		195
(Loss) Income from continuing operations, net of tax	(2,874)		(614)		405
(Loss) Income from discontinued operations, net of tax	(49)		1,214		3,595
Net (loss) income	(2,923)		600		4,000
Net income attributable to noncontrolling interests	28		102		155
Net (loss) income available for DuPont common stockholders	$	(2,951)	$	498	$	3,845

Per common share data:
(Loss) Earnings per common share from continuing operations - basic	$	(3.95)	$	(0.86)	$	0.46
(Loss) Earnings per common share from discontinued operations - basic	(0.07)		1.53		4.54
(Loss) Earnings per common share - basic	$	(4.01)	$	0.67	$	4.99
(Loss) Earnings per common share from continuing operations - diluted	$	(3.95)	$	(0.86)	$	0.45
(Loss) Earnings per common share from discontinued operations - diluted	(0.07)		1.53		4.51
(Loss) Earnings per common share - diluted	$	(4.01)	$	0.67	$	4.96

Weighted-average common shares outstanding - basic	735.5		746.3		767.0
Weighted-average common shares outstanding - diluted	735.5		746.3		771.8

See Notes to the Consolidated Financial Statements.

F-9

DuPont de Nemours, Inc.

Consolidated Statements of Comprehensive Income


(In millions) For the years ended December 31,	2020		2019		2018
Net (loss) income	$	(2,923)	$	600	$	4,000
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on investments	—		67		(67)
Cumulative translation adjustments	1,540		(464)		(1,743)
Pension and other post-employment benefit plans	(80)		(65)		(626)
Derivative instruments	—		(58)		51
Total other comprehensive income (loss)	1,460		(520)		(2,385)
Comprehensive (loss) income	(1,463)		80		1,615
Comprehensive income attributable to noncontrolling interests, net of tax	28		112		118
Comprehensive (loss) income attributable to DuPont	$	(1,491)	$	(32)	$	1,497

See Notes to the Consolidated Financial Statements.

F-10

DuPont de Nemours, Inc.

Consolidated Balance Sheets


(In millions, except share and per share amounts)	December 31, 2020		December 31, 2019
Assets
Current Assets
Cash and cash equivalents	$	2,544	$	1,540

Accounts and notes receivable - net	3,551		3,802
Inventories	3,726		4,319
Other current assets	246		338
Assets held for sale	810		—
Total current assets	10,877		9,999
Property
Property, plant and equipment	15,982		15,112
Less: Accumulated depreciation	5,997		4,969
Property, plant and equipment - net	9,985		10,143
Other Assets
Goodwill	30,244		33,151
Other intangible assets	11,144		13,593
Restricted cash	6,206		—
Investments and noncurrent receivables	1,083		1,260
Deferred income tax assets	234		189
Deferred charges and other assets	1,131		1,014
Total other assets	50,042		49,207
Total Assets	$	70,904	$	69,349
Liabilities and Equity
Current Liabilities
Short-term borrowings and finance lease obligations	$	5	$	3,830
Accounts payable	2,964		2,934
Income taxes payable	205		240
Accrued and other current liabilities	1,385		1,342
Liabilities related to assets held for sale	140		—
Total current liabilities	4,699		8,346
Long-Term Debt	21,806		13,617
Other Noncurrent Liabilities
Deferred income tax liabilities	2,905		3,467
Pension and other post-employment benefits - noncurrent	1,348		1,172
Other noncurrent obligations	1,076		1,191
Total other noncurrent liabilities	5,329		5,830
Total Liabilities	31,834		27,793
Commitments and contingent liabilities
Stockholders' Equity
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2020: 734,204,054 shares; 2019: 738,564,728 shares)	7		7
Additional paid-in capital	50,039		50,796
Accumulated deficit	(11,586)		(8,400)
Accumulated other comprehensive income (loss)	44		(1,416)


Total DuPont stockholders' equity	38,504		40,987
Noncontrolling interests	566		569
Total equity	39,070		41,556
Total Liabilities and Equity	$	70,904	$	69,349

See Notes to the Consolidated Financial Statements.

F-11

DuPont de Nemours, Inc.

Consolidated Statements of Cash Flows


(In millions) For the years ended December 31,	2020		2019		2018
Operating Activities
Net (loss) income	$	(2,923)	$	600	$	4,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,094		3,195		5,918
Credit for deferred income tax and other tax related items	(692)		(768)		(366)
Earnings of nonconsolidated affiliates (in excess of) less than dividends received	(87)		909		83
Net periodic pension benefit cost (credit)	37		(55)		58
Pension contributions	(98)		(697)		(2,964)
Net gain on sales of assets, businesses and investments	(642)		(149)		(93)
Restructuring and asset related charges - net	849		588		1,105
Goodwill impairment charges	3,214		1,175		—
Amortization of merger-related inventory step-up	—		253		1,628
Other net loss	175		338		720
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable	308		(2,227)		(1,611)
Inventories	570		387		(1,496)
Accounts payable	177		(1,049)		201
Other assets and liabilities, net	113		(1,091)		(2,452)
Cash provided by operating activities	4,095		1,409		4,731
Investing Activities
Capital expenditures	(1,194)		(2,472)		(3,837)
Investment in gas field developments	—		(25)		(114)
Purchases of previously leased assets	—		—		(26)
Proceeds from sales of property, businesses, and ownership interests in nonconsolidated affiliates, net of cash divested	1,033		299		206
Acquisitions of property and businesses, net of cash acquired	(70)		(180)		(20)




Purchases of investments	(1)		(197)		(2,787)
Proceeds from sales and maturities of investments	1		242		3,402
Proceeds from interests in trade accounts receivable conduits	—		—		657
Other investing activities, net	29		20		57
Cash used for investing activities	(202)		(2,313)		(2,462)
Financing Activities
Changes in short-term borrowings	(1,829)		2,735		223
Proceeds from issuance of long-term debt	8,275		4,005		15,455
Payments on long-term debt	(2,031)		(6,900)		(9,009)
Purchases of common stock	(232)		(2,329)		(4,421)
Proceeds from issuance of Company stock	57		85		197
Employee taxes paid for share-based payment arrangements	(15)		(84)		(128)
Distributions to noncontrolling interests	(50)		(27)		(195)
Dividends paid to stockholders	(882)		(1,611)		(3,491)
Cash held by Dow and Corteva at the respective DWDP Distributions	—		(7,315)		—
Debt extinguishment costs	—		(104)		(555)
Other financing activities, net	(55)		(5)		6
Cash provided by (used for) financing activities	3,238		(11,550)		(1,918)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	67		9		(344)
Increase (Decrease) in cash, cash equivalents and restricted cash	7,198		(12,445)		7
Cash, cash equivalents and restricted cash from continuing operations, beginning of period	1,577		8,591		4,441
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period	—		5,431		9,574
Cash, cash equivalents and restricted cash at beginning of period	1,577		14,022		14,015
Cash, cash equivalents and restricted cash from continuing operations, end of period	8,775		1,577		8,591
Cash, cash equivalents and restricted cash from discontinued operations, end of period	—		—		5,431
Cash, cash equivalents and restricted cash at end of period	$	8,775	$	1,577	$	14,022
Supplemental cash flow information
Cash paid during the year for:
Interest, net of amounts capitalized	$	647	$	969	$	2,116
Income taxes	$	495	$	722	$	2,199

See Notes to the Consolidated Financial Statements.

F-12

DuPont de Nemours, Inc.

Consolidated Statements of Equity


In millions	Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comp (Loss) Income		Unearned ESOP		Treasury Stock		Non-controlling Interests		Total Equity
2018
Balance at January 1, 2018	$	8	$	81,272	$	28,931	$	(8,972)	$	(189)	$	(1,000)	$	1,597	$	101,647
Adoption of accounting standards	—		—		996		(1,037)		—		—		—		(41)
Net income	—		—		3,845		—		—		—		155		4,000
Other comprehensive loss	—		—		—		(2,385)		—		—		(37)		(2,422)
Dividends ($4.56 per common share)	—		—		(3,491)		—		—		—		—		(3,491)
Common stock issued/sold	—		198		—		—		—		—		—		198
Stock-based compensation and allocation of ESOP shares	—		506		—		—		55		—		—		561
Distributions to non-controlling interests	—		—		—		—		—		—		(168)		(168)
Purchases of treasury stock	—		—		—		—		—		(4,421)		—		(4,421)
Other	—		—		(24)		—		—		—		61		37
Balance at December 31, 2018	$	8	$	81,976	$	30,257	$	(12,394)	$	(134)	$	(5,421)	$	1,608	$	95,900
2019
Adoption of accounting standards	—		—		(111)		—		—		—		—		(111)
Net income	—		—		498		—		—		—		102		600
Other comprehensive (loss) income	—		—		—		(520)		—		—		10		(510)
Dividends ($2.16 per common share)	—		(446)		(1,165)		—		—		—		—		(1,611)
Common stock issued/sold	—		85		—		—		—		—		—		85
Stock-based compensation and allocation of ESOP shares	—		194		(1)		—		29		—		—		222
Distributions to non-controlling interests	—		—		—		—		—		—		(27)		(27)
Purchases of treasury stock	—		—		—		—		—		(2,329)		—		(2,329)
Retirement of treasury stock	—		—		(7,750)		—		—		7,750		—		—
Spin-off of Dow and Corteva	—		(31,010)		(30,123)		11,498		105		—		(1,124)		(50,654)
Other	(1)		(3)		(5)		—		—		—		—		(9)
Balance at December 31, 2019	$	7	$	50,796	$	(8,400)	$	(1,416)	$	—	$	—	$	569	$	41,556
2020
Adoption of accounting standards	—		—		(3)		—		—		—		—		(3)
Net (loss) income	—		—		(2,951)		—		—		—		28		(2,923)
Other comprehensive income	—		—		—		1,460		—		—		—		1,460
Dividends ($1.20 per common share)	—		(882)		—		—		—		—		—		(882)
Common stock issued/sold	—		57		—		—		—		—		—		57
Stock-based compensation	—		98		—		—		—		—		—		98
Distributions to non-controlling interests	—		—		—		—		—		—		(50)		(50)
Purchases of treasury stock	—		—		—		—		—		(232)		—		(232)
Retirement of treasury stock	—		—		(232)		—		—		232		—		—
Other	—		(30)		—		—		—		—		19		(11)
Balance at December 31, 2020	$	7	$	50,039	$	(11,586)	$	44	$	—	$	—	$	566	$	39,070

See Notes to the Consolidated Financial Statements.

F-13

DuPont De Nemours, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents


Note		Page
1	Summary of Significant Accounting Policies	F-15
2	Recent Accounting Guidance	F-20
3	Divestitures	F-20
4	Revenue	F-23
5	Restructuring and Asset Related Charges - Net	F-25
6	Supplementary Information	F-28
7	Income Taxes	F-29
8	Earnings Per Share Calculations	F-34
9	Accounts and Notes Receivable - Net	F-35
10	Inventories	F-35
11	Property, Plant and Equipment	F-35
12	Nonconsolidated Affiliates	F-36
13	Goodwill and Other Intangible Assets	F-37
14	Short-Term Borrowings, Long-Term Debt and Available Credit Facilities	F-40
15	Commitments and Contingent Liabilities	F-43
16	Leases	F-48
17	Stockholders' Equity	F-50
18	Noncontrolling Interests	F-52
19	Pension Plans and Other Post -Employment Benefits	F-53
20	Stock-Based Compensation	F-62
21	Financial Instruments	F-69
22	Fair Value Measurements	F-71
23	Segments and Geographic Regions	F-73
24	Selected Quarterly Financial Data (Unaudited)	F-78
25	Subsequent Events	F-78

F-14

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

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

Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("DWDP Merger Agreement"), The Dow Chemical Company ("TDCC") and E. I. du Pont de Nemours and Company ("EID") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, TDCC and EID became subsidiaries of DowDuPont (the "DWDP Merger"). Prior to the 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, TDCC was determined to be the accounting acquirer in the DWDP Merger and EID's assets and liabilities are reflected at fair value as of the DWDP Merger Effectiveness Time.

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

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

The Company is also involved with certain joint ventures accounted for under the equity method of accounting that are variable interest entities ("VIEs"). The Company is not the primary beneficiary, as the nature of the Company's involvement with the VIEs does not provide it the power to direct the VIEs significant activities. Future events may require these VIEs to be consolidated if the Company becomes the primary beneficiary. At December 31, 2020 and 2019, the maximum exposure to loss related to the nonconsolidated VIEs is not considered material to the Consolidated Financial Statements.

DWDP Distributions

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”).

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

The results of operations of DuPont for the years ended December 31, 2019 and 2018 reflect the historical financial results of Dow and Corteva as discontinued 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 the applicable periods. 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.

N&B Transaction

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”) and 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”). See Note 25 for more information.

F-15

At December 31, 2020, the N&B Business remains classified as held and used and accordingly, its financial results are included in continuing operations for all periods presented.

Use of Estimates in Financial Statement Preparation

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

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash represents trust assets and cash held in escrow. These funds are restricted as to withdrawal or use under the terms of certain contractual agreements. Restricted cash is classified as a current or non-current asset based on the timing and nature of when or how the cash is expected to be used. See Note 6 for further information.

Fair Value Measurements

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

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


Level 1	–	Quoted market prices in active markets for identical assets or liabilities;

Level 2	–	Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs);

Level 3	–	Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability.

Foreign Currency Translation

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

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

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

F-16

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

Inventories

The Company's inventories are valued at the lower of cost or net realizable value. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead. Stores and supplies are valued at cost or net realizable value, whichever is lower; cost is generally determined by the average cost method. The Company's inventories are generally accounted for under the average cost method. The Company establishes allowances for obsolescence of inventory based upon quality considerations and assumptions about future demand and market conditions.

In periods of low production, certain fixed costs normally absorbed into inventory are recorded directly to cost of sales in the period incurred.

Property, Plant and Equipment

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

Goodwill and Other Intangible Assets

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

When testing goodwill for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in the amount by which the carrying value of the reporting unit exceeds its fair value, limited to the amount of goodwill at the reporting unit. The Company determines fair values for each of the reporting units using a combination of the income approach and/or market approach. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Under the market approach, the Company selects peer sets based on close competitors and reviews the EBIT/EBITDA multiples to determine the fair value. When applicable, third party purchase offers may be utilized to measure fair value. The Company applies a weighting to the market approach and income approach to determine the fair value. See Note 13 for further information on goodwill.

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

Definite-lived intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 1 to 23 years. The Company continually evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the Consolidated Balance Sheets.

Impairment and Disposals of Long-Lived Assets

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

F-17

Leases

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

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

The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all asset classes. Additionally, for certain equipment leases, the portfolio approach is applied to account for the operating lease ROU assets and lease liabilities. In the Consolidated Statements of Operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term. See Note 16 for additional information regarding the Company's leases.

Derivative Instruments

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

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

Environmental Matters

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

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

Revenue Recognition

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), the Company performs the following five steps: (1) identify the contract(s) with a

F-18

customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 4 for additional information on revenue recognition.

Cost of Sales

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

Research and Development

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

Selling, General and Administrative Expenses

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

Integration and Separation Costs

Integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of activities related to the separation of the Nutrition & Biosciences business, the DWDP Merger, post-DWDP Merger integration, and the DWDP Distributions.

Litigation

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

Severance Costs

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

Income Taxes

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

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

F-19

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

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

The Company adopted the new standard in the first quarter of 2020, which required a modified retrospective transition approach, recording the cumulative-effect adjustment at the date of initial adoption. This cumulative-effect has been reflected as of January 1, 2020 and prior periods have not been restated. The impact of initial adoption was not material to the Company’s Consolidated Balance Sheet, Consolidated Statements of Operations, and Consolidated Statement of Cash Flows.

NOTE 3 - DIVESTITURES

Separation Agreements

In connection with the Dow Distribution and the Corteva Distribution, the Company entered into certain agreements that, among other things, effected the separations, provides for the allocation of assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among DuPont, Dow, and Corteva (together, the “Parties” and each a “Party”), and provides a framework for DuPont’s relationship with Dow and Corteva following the DWDP Distributions. Effective April 1, 2019, the Parties entered into the following agreements referred to herein as: the DWDP Separation and Distribution Agreement; the DWDP Tax Matters Agreement; the DWDP Employee Matters Agreement; and the Intellectual Property Cross-License Agreement (the “DuPont-Dow IP Cross-License 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 DWDP Distributions.

Effective June 1, 2019, in connection with the Corteva Distribution, DuPont and Corteva entered into the following agreements: the Intellectual Property Cross-License Agreement (the “DuPont-Corteva IP Cross-License Agreement”); the Letter Agreement; and the Amended and Restated DWDP Tax Matters Agreement.

Certain internal distributions and reorganizations, and the distributions of Dow on April 1, 2019, and of Corteva on June 1, 2019, qualified as tax-free transactions under the applicable sections of the Internal Revenue Code. If the completed distribution of Corteva or Dow, in each case, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject, under the DWDP Tax Matters Agreement, to significant tax and indemnification liability. To the extent that the Company is responsible for any liability under the Amended and Restated DWDP Tax Matters Agreement there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.

In connection with the DWDP Distributions, Dow and Corteva indemnify the Company against, and DuPont indemnifies Dow and Corteva against certain litigation, environmental, income taxes, and other liabilities that arose prior to the DWDP Distributions, as applicable. The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. Refer to Note 15 for additional information regarding treatment of litigation and environmental related matters under the DWDP Separation and Distribution Agreement and the Letter Agreement.

Materials Science Division

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

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

F-20

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


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

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


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

Agriculture Division

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

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

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


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

F-21

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


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

Other Discontinued Operations Activity

For the year ended December 31, 2020, the Company recorded a "Loss from discontinued operations, net of tax" in the Company's Consolidated Statements of Operations of $49 million. The loss primarily relates to litigation matters (refer to Note 15) partially offset by a gain related to the DWDP Tax Matters Agreement. For the year ended December 31, 2019, the Company recorded "Income from discontinued operations, net of tax" in the Company's Consolidated Statements of Operations of $86 million related to the adjustment of certain unrecognized tax benefits for positions taken on items from prior years from previously divested businesses and $80 million related to changes in accruals for certain prior year tax positions related to the divested crop protection business and research and development assets of EID.

Assets Held for Sale

In October 2020, the Company entered into a definitive agreement to sell its Biomaterials business unit, which includes the Company's equity method investment in DuPont Tate & Lyle Bio Products, for $240 million. In January 2021, the Company entered into a definitive agreement to sell its Clean Technologies business unit for $510 million. Both transactions are subject to customary closing conditions and are expected to close in the first half of 2021. The assets and liabilities associated with these businesses, which are reported in Non-Core, met the held for sale criteria at December 31, 2020.

The following table summarizes the carrying value of the major assets and liabilities of the Biomaterials and Clean Technologies business units as of December 31, 2020 (collectively, the “Non-Core Held for Sale Disposal Groups”):


In millions	December 31, 2020
Assets
Accounts and notes receivable - net	$	63
Inventories	75
Other current assets	35
Investments and noncurrent receivables	164
Property, plant and equipment - net	34
Goodwill	267
Other intangible assets	168
Deferred charges and other assets	4
Assets held for sale	$	810
Liabilities
Accounts payable	$	40
Income taxes payable	1
Accrued and other current liabilities	50
Deferred income tax liabilities	30
Pension and other post-employment benefits - noncurrent	1
Other noncurrent obligations	18
Liabilities related to assets held for sale	$	140

In connection with the held for sale classification, the Non-Core Held for Sale Disposal Groups were measured at fair value less estimated cost to sell. As a result, the Company recorded a $25 million pre-tax goodwill impairment charge during the third quarter of 2020 which is reflected in “Goodwill impairment charges” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020. See Note 5 for further information on the asset impairments recorded related to the Non-Core Held for Sale Disposal Groups.

Sale of TCS/HSC Disposal Group

In the third quarter of 2020, the Company completed the sale of its trichlorosilane business (“TCS Business”) along with its equity ownership interest in DC HSC Holdings LLC and Hemlock Semiconductor L.L.C. (the "HSC Group,” and together with the TCS Business, the “TCS/HSC Disposal Group” and the sale of the TCS/HSC Disposal Group, the “TCS/HSC Disposal”) to the HSC Group, both of which were part of the Non-Core segment. In connection with the TCS/HSC Disposal, the Company received $550 million in cash at closing, subject to certain claw-back provisions, and will receive an additional $175 million in

F-22

equal installments over the course of the next three years associated with the settlement of an existing supply agreement dispute with the HSC Group. The TCS/HSC Disposal resulted in a net pre-tax benefit of $396 million ($236 million net of tax), including the settlement of the supply agreement dispute and after allocation of goodwill to the TCS Business. The net pre-tax benefit is recorded in “Sundry income (expense) – net” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020.

Sale of Compound Semiconductor Solutions

In the first quarter of 2020, the Company completed the sale of its Compound Semiconductor Solutions business unit, a part of the Electronics & Imaging segment, to SK Siltron. The proceeds received in the first quarter of 2020 related to the sale of the business were approximately $420 million. The sale resulted in a pre-tax gain of $197 million ($102 million net of tax) recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations for the year ended December 31, 2020.

Sale of DuPont Sustainable Solutions

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

Integration and Separation Costs

Integration and separation costs for continuing operations through December 31, 2020 primarily have consisted of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of activities related to the separation of the Nutrition & Biosciences business beginning in the fourth quarter of 2019, the DWDP Merger, post-DWDP Merger integration, and the DWDP Distributions.

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


In millions			2020			2019			2018
Integration and separation costs			$	594		$	1,342		$	1,887

NOTE 4 - REVENUE

Revenue Recognition

Products

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

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

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

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

F-23

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. Refer to Note 23 for the breakout of net sales by geographic region.

During the second quarter of 2020, Electronics & Imaging realigned a component within the Semiconductor Technologies product line to the Image Solutions product line. The reporting changes have been retrospectively reflected for all periods presented. The table below does not reflect the impact of the 2021 Segment Realignment (refer to Note 23).


Net Trade Revenue by Segment and Business or Major Product Line	2020		2019		2018
In millions
Image Solutions	$	686	$	687	$	687
Interconnect Solutions	1,280		1,187		1,174
Semiconductor Technologies	1,848		1,680		1,774
Electronics & Imaging	$	3,814	$	3,554	$	3,635
Food & Beverage	$	2,917	$	2,945	$	2,987
Health & Biosciences	2,317		2,317		2,405
Pharma Solutions	825		814		824
Nutrition & Biosciences	$	6,059	$	6,076	$	6,216
Healthcare & Specialty	$	1,368	$	1,492	$	1,581
Industrial & Consumer	968		1,138		1,309
Mobility Solutions	1,853		2,320		2,532
Transportation & Industrial	$	4,189	$	4,950	$	5,422
Safety Solutions	$	2,291	$	2,549	$	2,483
Shelter Solutions	1,426		1,535		1,796
Water Solutions	1,276		1,117		1,015
Safety & Construction	$	4,993	$	5,201	$	5,294
Biomaterials	$	141	$	211	$	284
Clean Technologies	237		278		301
DuPont Teijin Films	173		172		198
Photovoltaic & Advanced Materials 1	791		962		1,085
Sustainable Solutions 2	—		108		159
Non-Core	$	1,342	$	1,731	$	2,027
Total	$	20,397	$	21,512	$	22,594

1.The TCS Business within Photovoltaic & Advanced Materials was divested in the third quarter of 2020.

2.The Sustainable Solutions business was divested in third quarter of 2019.

Contract Balances

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

Revenue recognized for the years ended December 31, 2020 and 2019 from amounts included in contract liabilities at the beginning of the period was $31 million and $30 million, respectively. The amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was insignificant. The Company did not recognize any asset impairment charges related to contract assets during the period.

F-24


Contract Balances	December 31, 2020		December 31, 2019
In millions
Accounts and notes receivable - trade 1	$	2,872	$	3,007
Contract assets - current 2	$	—	$	35
Deferred revenue - current 3	$	16	$	20
Deferred revenue - noncurrent 4	$	21	$	24

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

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

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

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

NOTE 5 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

Charges for restructuring programs and asset related charges, which includes asset impairments, were $849 million, $314 million and $147 million for the years ended December 31, 2020, 2019, and 2018, respectively. These charges were recorded in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations. The total liability related to restructuring programs was $106 million at December 31, 2020 and $162 million at December 31, 2019, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets. Restructuring activity consists of the following programs:

2020 Restructuring Program

In the first quarter of 2020, the Company approved restructuring actions designed to capture near-term cost reductions and to further simplify certain organizational structures in anticipation of the N&B Transaction (the "2020 Restructuring Program").

The following tables summarize the charges related to the 2020 Restructuring Program:


	2020
In millions
Severance and related benefit costs	$	129
Asset related charges	50
Total restructuring and asset related charges - net	$	179


2020 Restructuring Program Charges by Segment	2020
In millions
Electronics & Imaging	$	10
Nutrition & Biosciences	10
Transportation & Industrial	18
Safety & Construction	57
Non-Core	—
Corporate	84
Total	$	179

The following table summarizes the activities related to the 2020 Restructuring Program:


2020 Restructuring Program	Severance and Related Benefit Costs		Asset Related Charges		Total
In millions
Year-to-date restructuring charges	$	129	$	50	$	179
Charges against the reserve	—		(50)		(50)
Cash payments	(61)		—		(61)
Reserve balance at December 31, 2020	$	68	$	—	$	68

At December 31, 2020, total liabilities related to the 2020 Restructuring Program were $68 million, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets. The 2020 Restructuring Program is considered substantially complete at December 31, 2020.

F-25

2019 Restructuring 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 DWDP Distributions (the "2019 Restructuring Program"). The Company recorded pre-tax restructuring charges of $140 million inception-to-date, consisting of severance and related benefit costs of $106 million and asset related charges of $34 million.

The following tables summarize the charges incurred related to the 2019 Restructuring Program:


In millions	2020		2019
Severance and related benefit costs	$	2	$	104
Asset related charges	—		34
Total restructuring and asset related charges - net	$	2	$	138


2019 Restructuring Program Charges (Credits) by Segment	2020		2019
In millions
Electronics & Imaging	$	(3)	$	47
Nutrition & Biosciences	(3)		20
Transportation & Industrial	(7)		19
Safety & Construction	(14)		25
Non-Core	—		4
Corporate	29		23
Total	$	2	$	138

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


2019 Restructuring Program	Severance and Related Benefit Costs
In millions
Reserve balance at December 31, 2019	$	86
Year-to-date restructuring charges	2
Non-cash compensation	(6)
Cash payments	(64)
Reserve balance at December 31, 2020	$	18

Total liabilities related to the 2019 Restructuring Program were $18 million at December 31, 2020 and $86 million at December 31, 2019, respectively, and recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets. The 2019 Restructuring Program was considered substantially complete at June 30, 2020.

DowDuPont Cost Synergy Program

In September and November 2017, the Company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program, which was designed to integrate and optimize the organization following the DWDP Merger and in preparation for the DWDP Distributions. The portions of the charges, costs and expenses attributable to integration and optimization within the Agriculture and Materials Sciences Divisions are reflected in discontinued operations. The Company has recorded pretax restructuring charges attributable to the continuing operations of DuPont of $492 million inception-to-date, consisting of severance and related benefit costs of $213 million, asset related charges of $212 million and contract termination charges and other charges of $67 million.

F-26

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


In millions	2020		2019		2018
Severance and related benefit (credits) costs	$	(2)	$	46	$	97
Contract termination charges	6		17		12
Asset related charges	3		54		42
Total restructuring and asset related charges - net 1	$	7	$	117	$	151

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


DowDuPont Cost Synergy Program Charges (Credits) by Segment	2020		2019		2018
In millions
Electronics & Imaging	$	—	$	—	$	2
Nutrition & Biosciences	—		39		29
Transportation & Industrial	1		—		2
Safety & Construction	5		7		24
Non-Core	3		—		(8)
Corporate 1	(2)		71		102
Total	$	7	$	117	$	151

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

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


DowDuPont Cost Synergy Program	Severance and Related Benefit Costs		Contract Termination Charges		Asset Related Charges		Total
In millions
Reserve balance at December 31, 2019	$	74	$	2	$	—	$	76
Year-to-date restructuring (credits) charges	(2)		6		3		7
Charges against the reserve	—		(1)		(3)		(4)
Cash payments	(57)		(2)		—		(59)
Reserve balance at December 31, 2020	$	15	$	5	$	—	$	20

Total liabilities related to the DowDuPont Cost Synergy Program were $20 million at December 31, 2020 and $76 million in December 31, 2019, respectively, and recorded in "Accrued and other current liabilities," in the Consolidated Balance Sheets. The DowDuPont Cost Synergy Program is considered substantially complete at June 30, 2020.

Asset Impairments

In the third quarter of 2020, the TCS/HSC Disposal within the Non-Core segment, as well as further softening conditions in the aerospace markets, gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform a recoverability assessment related to asset groups within its Photovoltaic and Advanced Materials (“PVAM”) business unit. The Company first performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-lived assets was not recoverable. Accordingly, the Company estimated the fair value of these assets using both an income approach and a market approach utilizing Level 3 unobservable inputs. As a result, the Company recognized a pre-tax impairment charge of $318 million ($242 million net of tax) recorded within “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment. See Note 13 for further discussion of goodwill impairment charges recorded during the third quarter of 2020 resulting from the above triggering events.

Additionally, the Company recorded a pre-tax asset impairment charge of $52 million ($39 million net of tax) in the third quarter of 2020 related to indefinite-lived intangible assets within the Non-Core segment which were deemed no longer recoverable as a result of the Non-Core Held for Sale Disposal Groups classification (refer to Note 3 for additional information). The charge was recorded within “Restructuring and asset related charges – net” in the Consolidated Statements of Operations for the year ended December 31, 2020.

In the second quarter of 2020, the Company recorded a pre-tax asset impairment charge of $21 million ($16 million net of tax) related to indefinite-lived intangible assets within the Transportation & Industrial segment. This charge was recorded within

F-27

“Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020. See Note 13 for further discussion.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within the Non-Core segment gave rise to fair value indicators and, thus, triggering events requiring the Company to perform a recoverability assessment related to its Biomaterials business unit. The Company performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-lived assets was not recoverable. Accordingly, the Company estimated the fair value of these assets using a market approach utilizing Level 3 unobservable inputs. As a result, the Company recognized a pre-tax impairment charge of $270 million ($206 million net of tax) recorded within “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

Equity Method Investment Impairment Related Charges

In preparation for the Corteva Distribution, EID completed the separation of the assets and liabilities related to its specialty products businesses into separate legal entities (the “SP Legal Entities”) and on May 1, 2019, EID distributed the SP Legal Entities to DowDuPont (the “Internal SP Distribution”). The Internal SP Distribution served as a triggering event requiring the Company to perform an impairment analysis related to equity method investments held by the Company as of May 1, 2019. The Company applied the net asset value method under the cost approach to determine the fair value of the equity method investments in the Nutrition & Biosciences segment. Based on updated projections, the Company determined the fair value of the equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment. As a result, management concluded the impairment was other-than-temporary and recorded a pre-tax impairment charge of $63 million ($47 million net of tax) in “Restructuring and asset related charges - net” in the Consolidated Statements of Operations related to the Nutrition & Biosciences segment for the year ended December 31, 2019.

NOTE 6 - SUPPLEMENTARY INFORMATION


Sundry Income (Expense) - Net
In millions	2020		2019		2018
Non-operating pension and other post-employment benefit costs	$	32	$	74	$	96
Interest income	10		55		39
Net gain on divestiture and sales of other assets and investments 1, 2, 3	642		157		8
Foreign exchange (losses) gains, net 4	(56)		(110)		(93)
Net loss on divestiture and changes in joint venture ownership	—		—		(41)
Miscellaneous income (expenses) - net 5	47		(23)		83
Sundry income (expense) - net	$	675	$	153	$	92

1.The year ended December 31, 2020 includes a net benefit of $396 million related to the TCS/HSC Disposal, including the settlement of a supply agreement dispute, within the Non-Core segment. Refer to Note 3 for further information.

The year ended December 31, 2020 includes income of $197 million related to the gain on sale of the Compound Semiconductor Solutions business unit within the Electronics & Imaging segment. Refer to Note 3 for further information.
The year ended December 31, 2020 includes income of $30 million related to milestone achievement of a prior year sale of assets within the Electronics & Imaging segment. The year ended December 31, 2019 includes income of $92 million, related to a sale of assets within the Electronics & Imaging segment and as well as a gain of $28 million related to the sale of the Sustainable Solutions business unit within the Non-Core segment.
Includes a $50 million foreign exchange loss for the year ended December 31, 2018 related to adjustments to EID's foreign currency exchange contracts as a result of U.S. tax reform.
Miscellaneous income and expenses - net, for the year ended December 31, 2020 includes $17 million related to income from a tax indemnification. The year ended December 31, 2019 includes a $48 million charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement and a $74 million charge related to tax indemnifications, primarily associated with an adjustment to a one-time transition tax liability required by the Tax Cuts and Jobs Act of 2017, which were recorded in accordance with the Amended and Restated DWDP Tax Matters Agreement. These charges were offset by various indemnification and lease income amounts. The year ended December 31, 2019 also includes $26 million related to licensing income within the Safety & Construction segment. The miscellaneous income for the year ended 2018 primarily relates to legal settlements.

Cash, Cash Equivalents and Restricted Cash

On September 16, 2020, N&B completed an offering of $6.25 billion of senior unsecured notes (the “N&B Notes Offering”). The net proceeds of approximately $6.2 billion from the N&B Notes Offering were deposited into an escrow account. At December 31, 2020, the Company had approximately $6.2 billion in net proceeds from the N&B Notes Offering recorded within non-current “Restricted cash” in the Consolidated Balance Sheets. See Note 14 for further discussion of the N&B Notes Offering.

F-28

From time to time, the Company is required to set aside funds for various activities that arise in the normal course of business. These funds typically have legal restrictions associated with them and are deposited in an escrow account or held in a separately identifiable account by the Company. EID entered into a trust agreement in 2013 (as amended and restated in 2017), establishing and requiring EID to fund a trust (the "Trust") for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement. Under the Trust agreement, the consummation of the DWDP Merger was a change in control event. After the distribution of Corteva, the Trust assets related to Corteva employees were transferred to a new trust for Corteva (the "Corteva Trust"). As a result, the Trust currently held by DuPont relates to funding obligations to DuPont employees. At December 31, 2020, the Company had restricted cash of $25 million ($37 million at December 31, 2019) included in "Other current assets" in the Consolidated Balance Sheets which was completely attributed to the Trust.

Accrued and Other Current Liabilities

"Accrued and other current liabilities" in the Consolidated Balance Sheets were $1,385 million at December 31, 2020 and $1,342 million at December 31, 2019. Accrued payroll, which is a component of "Accrued and other current liabilities," was $469 million at December 31, 2020 and $479 million at December 31, 2019. No other components of "Accrued and other current liabilities" were more than five percent of total current liabilities.

NOTE 7 - INCOME TAXES

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

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

As a result of The Act, the Company remeasured its U.S. federal deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent. In 2018, the Company recorded a $118 million benefit to “(Benefit from) Provision for income taxes on continuing operations” in the Consolidated Statements of Operations with respect to the remeasurement of the Company's deferred tax balances.
The Act required a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits (“E&P”), which results in a one-time transition tax. The Company recorded a $65 million benefit in 2019 and a $59 million charge in 2018 to "(Benefit from) Provision for income taxes on continuing operations" with respect to the one-time transition tax.
In the year ended December 31, 2018, the Company recorded an indirect impact of The Act related to prepaid tax on the intercompany sale of inventory. The amount recorded related to the inventory was a $54 million charge to "(Benefit from) Provision for income taxes on continuing operations."

F-29


Geographic Allocation of (Loss) Income and Provision for (Benefit from) Income Taxes	2020		2019		2018
(In millions)
(Loss) Income from continuing operations before income taxes
Domestic	$	(3,179)	$	(2,007)	$	(985)
Foreign	282		1,533		1,585
(Loss) Income from continuing operations before income taxes	$	(2,897)	$	(474)	$	600
Current tax expense
Federal	$	123	$	22	$	401
State and local	16		5		9
Foreign 1	469		554		452
Total current tax expense	$	608	$	581	$	862
Deferred tax (benefit) expense
Federal 1	$	(363)	$	(457)	$	(560)
State and local	(87)		172		(53)
Foreign 1	(181)		(156)		(54)
Total deferred tax benefit	$	(631)	$	(441)	$	(667)
(Benefit from) Provision for income taxes on continuing operations	(23)		140		195
Net (loss) income from continuing operations	$	(2,874)	$	(614)	$	405

1.The Company has corrected the allocation of tax expense for the year ended December 31, 2019, resulting in a decrease of Foreign current tax expense of $37 million, an increase in Federal deferred tax expense of $141 million, and a decrease in Foreign deferred tax expense of $104 million. The total provision for income taxes on continuing operations for the year ended December 31, 2019 was not impacted.

Pre-tax loss from continuing operations for the year ended December 31, 2020 includes non-deductible, non-cash goodwill impairment charges of $3,214 million impacting the Non-Core and Transportation and Industrial segments and a non-deductible goodwill allocation of $247 million in connection with the TCS/HSC Disposal. Of these amounts, $2,381 million related to the U.S and the remaining $1,080 million related to foreign operations. See Note 13 for additional information.

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

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

F-30


Reconciliation to U.S. Statutory Rate	2020		2019		2018
Statutory U.S. federal income tax rate	21.0	%	21.0	%	21.0	%
Equity earning effect	0.2		1.3		(1.0)
Foreign income taxed at rates other than the statutory U.S. federal income tax rate	2.8		3.4		(5.2)
U.S. tax effect of foreign earnings and dividends	(3.3)		(4.3)		(3.4)
Unrecognized tax benefits	(1.1)		(10.0)		(0.8)
Acquisitions, divestitures and ownership restructuring activities 1, 2	1.4		30.3		6.2
Exchange gains/losses 3	(0.1)		(4.4)		0.9
Impact of Enactment of U.S. Tax Reform 4	—		10.8		(0.5)
State and local income taxes	2.0		(33.2)		4.1
Change in valuation allowance	(0.1)		(6.8)		5.2
Goodwill impairments	(22.7)		(51.2)		—
Stock-based compensation	(0.3)		0.1		(1.4)
Other - net 5	1.0		13.5		7.5
Effective tax rate	0.8	%	(29.5)	%	32.6	%

1.See Note 3 for additional information.

Includes a net tax benefit of $148 million, a net tax benefit of $102 million and a net tax charge of $25 million related to internal entity restructuring for the years ended December 31, 2020, 2019 and 2018, respectively.
Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized.
Includes a net tax benefit of $65 million relating to the Company's change in estimate with respect to the portion of the one time transition tax for the taxable year ended December 31, 2018 for TDCC.
Includes a net tax benefit of $41 million in the year ended December 31, 2019 related to certain unrecognized tax benefits for positions taken on items from prior years.


Deferred Tax Balances at December 31,	2020		2019
(In millions)
Deferred tax assets:
Tax loss and credit carryforwards 1	$	856	$	776
Pension and postretirement benefit obligations	269		245
Other accruals and reserves	137		65
Other – net	165		169
Gross deferred tax assets	$	1,427	$	1,255
Valuation allowances 1	(698)		(634)
Total deferred tax assets	$	729	$	621

Deferred tax liabilities:
Unrealized exchange gains (losses), net	$	3	$	(1)
Inventory	(10)		(9)
Investments	(388)		(341)
Property	(612)		(796)
Intangibles	(2,393)		(2,752)
Total deferred tax liabilities	$	(3,400)	$	(3,899)
Total net deferred tax liability	$	(2,671)	$	(3,278)

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

Included in the 2020 and 2019 deferred tax asset and liability amounts above is $778 million and $1,142 million, respectively, of a net deferred tax liability related to the Company’s investment in DuPont Specialty Products USA, LLC, which is a partnership for U.S. federal income tax purposes. The Company and its subsidiaries own in aggregate 100% of DuPont Specialty Products USA, LLC and the assets and liabilities of DuPont Specialty Products USA, LLC are included in the Consolidated Financial Statements of the Company.

F-31


Operating Loss and Tax Credit Carryforwards	Deferred Tax Asset
(In millions)	2020		2019
Operating loss carryforwards
Expire within 5 years	$	21	$	43
Expire after 5 years or indefinite expiration	673		602
Total operating loss carryforwards	$	694	$	645
Tax credit carryforwards
Expire within 5 years	$	3	$	8
Expire after 5 years or indefinite expiration	159		123
Total tax credit carryforwards	$	162	$	131
Total Operating Loss and Tax Credit Carryforwards	$	856	$	776


Total Gross Unrecognized Tax Benefits	2020		2019		2018
(In millions)
Total unrecognized tax benefits at January 1,	$	368	$	1,062	$	994
Decreases related to positions taken on items from prior years	(1)		(149)		(51)
Increases related to positions taken on items from prior years	5		53		142
Increases related to positions taken in the current year	39		57		11
Settlement of uncertain tax positions with tax authorities	(3)		—		(13)
Decreases due to expiration of statutes of limitations	—		—		(6)
Exchange loss (gain)	24		(3)		(15)
Spin-offs of Dow and Corteva	—		(652)		—
Total unrecognized tax benefits at December 31, 1	$	432	$	368	$	1,062
Total unrecognized tax benefits that, if recognized, would impact the effective tax rate of continuing operations 2	$	365	$	296	$	248
Total amount of interest and penalties (benefit) recognized in "Provision for (benefit from) income taxes on continuing operations"	$	5	$	9	$	1
Total accrual for interest and penalties associated with unrecognized tax benefits	$	17	$	12	$	154

1.Total unrecognized tax benefits at December 31, 2018 includes $758 million of benefits related to discontinued operations.

For the years ended December 31, 2019 and 2018, the Company corrected the Total unrecognized tax benefits that would impact the effective tax rate of continuing operations to exclude $100 million of tax benefits for certain positions affecting tax years for which there were no uncertain tax positions.

Each year the Company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's results of operations.

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


Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2020			Earliest Open Year
Jurisdiction
Brazil			2016
Canada			2015
China			2010
Denmark			2015
Germany			2010
Japan			2013
The Netherlands			2014
Switzerland			2015
United States:
Federal income tax 1			2012
State and local income tax			2011

The U.S. Federal income tax jurisdiction is open back to 2012 with respect to EID pursuant to the DWDP Tax Matters Agreement.

F-32

Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $10,101 million at December 31, 2020. In addition to the U.S. federal tax imposed by The Act on all accumulated unrepatriated earnings through December 31, 2017, the Act introduced additional U.S. federal tax on foreign earnings, effective as of January 1, 2018. The undistributed foreign earnings at December 31, 2020 may still be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. It is not practicable to calculate the unrecognized deferred tax liability on undistributed foreign earnings due to the complexity of the hypothetical calculation.

N&B Transaction

Certain internal distributions and reorganizations that occurred during 2020 in preparation for the N&B Transaction qualified as tax-free transactions under the applicable sections of the Internal Revenue Code. If the aforementioned transactions were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax liability. Under the N&B Tax Matters Agreement, the Company would generally be allocated such liability and not be indemnified, unless certain non qualifying actions are undertaken by N&B or IFF. To the extent that the Company is responsible for any such liability, there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.

F-33

NOTE 8 - EARNINGS PER SHARE CALCULATIONS

The following tables provide earnings per share calculations for the years ended December 31, 2020, 2019 and 2018:


Net Income for Earnings Per Share Calculations - Basic & Diluted In millions	2020		2019		2018
(Loss) Income from continuing operations, net of tax	$	(2,874)	$	(614)	$	405
Net income from continuing operations attributable to noncontrolling interests	28		30		39
Net income from continuing operations attributable to participating securities 1	—		1		17
(Loss) Income from continuing operations attributable to common stockholders	$	(2,902)	$	(645)	$	349
(Loss) Income from discontinued operations, net of tax	(49)		1,214		3,595
Net income from discontinued operations attributable to noncontrolling interests	—		72		116
(Loss) Income from discontinued operations attributable to common stockholders	(49)		1,142		3,479
Net (loss) income available to common stockholders	$	(2,951)	$	497	$	3,828


Earnings Per Share Calculations - Basic Dollars per share	2020		2019		2018
(Loss) Income from continuing operations attributable to common stockholders	$	(3.95)	$	(0.86)	$	0.46
(Loss) Income from discontinued operations attributable to common stockholders	(0.07)		1.53		4.54
Net (loss) income available to common stockholders 2	$	(4.01)	$	0.67	$	4.99


Earnings Per Share Calculations - Diluted Dollars per share	2020		2019		2018
(Loss) Income from continuing operations attributable to common stockholders	$	(3.95)	$	(0.86)	$	0.45
(Loss) Income from discontinued operations attributable to common stockholders	(0.07)		1.53		4.51
Net (loss) income available to common stockholders 2	$	(4.01)	$	0.67	$	4.96


Share Count Information Shares in Millions	2020	2019	2018
Weighted-average common shares - basic	735.5	746.3	767.0
Plus dilutive effect of equity compensation plans	—	—	4.8
Weighted-average common shares - diluted	735.5	746.3	771.8
Stock options and restricted stock units excluded from EPS calculations 3	5.7	3.3	3.2

TDCC restricted stock units are considered participating securities due to TDCC's practice of paying dividend equivalents on unvested shares.
Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders. As a result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.
These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.

F-34

NOTE 9 - ACCOUNTS AND NOTES RECEIVABLE - NET


In millions	December 31, 2020		December 31, 2019
Accounts receivable – trade 1	$	2,810	$	2,954
Notes receivable – trade	62		53
Other 2	679		795
Total accounts and notes receivable - net	$	3,551	$	3,802

1.Accounts receivable – trade is net of allowances of $41 million at December 31, 2020 and $9 million at December 31, 2019. Allowances are equal to the estimated uncollectible amounts and current expected credit loss. That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.

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

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

NOTE 10 - INVENTORIES


In millions	December 31, 2020		December 31, 2019
Finished goods	$	2,301	$	2,621
Work in process	772		855
Raw materials	429		599
Supplies	224		244
Total inventories	$	3,726	$	4,319

NOTE 11 - PROPERTY, PLANT, AND EQUIPMENT


	Estimated Useful Lives (Years)			December 31, 2020		December 31, 2019
In millions
Land and land improvements	1	-	25	$	816	$	791
Buildings	1	-	40	3,028		2,806
Machinery, equipment, and other	1	-	25	10,592		9,863
Construction in progress				1,546		1,652
Total property, plant and equipment				$	15,982	$	15,112
Total accumulated depreciation				$	5,997	$	4,969
Total property, plant and equipment - net				$	9,985	$	10,143


In millions	2020		2019		2018
Depreciation expense	$	975	$	1,016	$	1,126

F-35

NOTE 12 - NONCONSOLIDATED AFFILIATES

The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates") are recorded in "Investments and other noncurrent receivables" in the Consolidated Balance Sheets.

The Company's net investment in and dividends received from nonconsolidated affiliates are shown in the following tables:


Investments in Nonconsolidated Affiliates at December 31,	2020		2019
In millions
Investments and other noncurrent receivables	$	918	$	1,204
Accrued and other current liabilities	(71)		(85)
Other noncurrent obligations	—		(358)
Net investment in nonconsolidated affiliates	$	847	$	761


Dividends Received from Nonconsolidated Affiliates	2020		2019		2018
In millions
Dividends from nonconsolidated affiliates	$	104	$	191	$	318

The Company had an ownership interest in 17 nonconsolidated affiliates, with ownership interest (direct and indirect) ranging from 49 percent to 50 percent at December 31, 2020.

Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the year ended December 31, 2020 and less than 3 percent of total net sales for the year ended December 31, 2019 and 2018. Sales to nonconsolidated affiliates are primarily related to the sale of trichlorosilane, a raw material used in the production of polycrystalline silicon, to the HSC Group, prior to the TCS/Hemlock Disposal in the third quarter of 2020. Sales of this raw material to the HSC Group are reflected in Non-Core. Purchases from nonconsolidated affiliates represented less than 2 percent of “Cost of sales” in 2020, 2019, and 2018.

HSC Group

In the third quarter of 2020, the Company sold its equity interest in the HSC group. See Note 3 for further discussion. The Company's investment in and equity earnings from the HSC Group are shown in the tables below:


Investment in the HSC Group at December 31,		Investment
In millions	Balance Sheet Classification	2019
Hemlock Semiconductor L.L.C.	Other noncurrent obligations	$	(358)
DC HSC Holdings LLC	Investments and other noncurrent receivables	$	87


Equity Earnings in the HSC Group	2020		2019		2018
In millions
Equity in earnings	$	108	$	29	$	389

F-36

NOTE 13 - GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019.


	Elect. & Imaging		Nutrition & Biosciences		Transp. & Industrial		Safety & Const.		Non-Core		Total
In millions
Balance at December 31, 2018	$	7,113	$	12,109	$	6,967	$	6,698	$	1,609	$	34,496
Acquisitions	—		—		—		54		—		54
Impairments	—		(933)		—		—		(242)		(1,175)
Currency Translation Adjustment	(21)		(127)		(36)		(41)		—		(225)
Other	—		(37)		—		—		38		1
Balance at December 31, 2019	$	7,092	$	11,012	$	6,931	$	6,711	$	1,405	$	33,151
Acquisitions	—		—		—		53		—		53
Divestitures 1	(199)		—		—		—		(514)		(713)
Impairments	—		—		(2,498)		—		(716)		(3,214)
Currency Translation Adjustment	92		530		140		195		—		957
Measurement Period Adjustment	—		—		—		10		—		10
Balance at December 31, 2020	$	6,985	$	11,542	$	4,573	$	6,969	$	175	$	30,244

1.Includes $267 million of goodwill related to the Non-Core segment reclassified as held for sale in connection with the Non-Core Held for Sale Disposal Groups. Refer to Note 3 for further information.

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

In the fourth quarter of 2020, the Company performed qualitative testing on four of its reporting units and performed quantitative testing on two of its reporting units and determined that no further impairments existed. The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not (more than 50%) that the fair value of a reporting unit or asset is less than the respective carrying amount, including goodwill. The results of the qualitative assessments indicated that it is not more likely than not that the fair values of the reporting units were less than their carrying values. For reporting units tested by applying the quantitative assessment, the Company used a combination of discounted cash flow models (a form of the income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (a form of the market approach). The Company’s significant assumptions in these analyses include, but are not limited to, projected revenue, EBITDA margins, the weighted average cost of capital, the terminal growth rate, derived multiples from comparable market transactions and other market data.

In the third quarter of 2020, the TCS/HSC Disposal within the Non-Core segment, as well as further softening conditions in aerospace markets, served as triggering events requiring the Company to perform recoverability assessments related to asset groups within its PVAM business unit. These assessments resulted in the Company recording asset impairment charges related to certain long-lived assets whose carrying values were deemed not recoverable (refer to Note 5 for additional information). The Company then performed a series of impairment analyses related to goodwill associated with the PVAM business unit. The goodwill impairment analyses included an assessment of the preceding PVAM reporting unit as well as assessments of re-defined reporting units within the PVAM business unit resulting from the TCS/HSC Disposal along with recent progress in the sales processes for other Non-Core business units, including reallocation of goodwill on a relative fair value basis. As a result of these analyses, the Company determined that the fair value of certain reporting units was below carrying value resulting in impairment charges of goodwill. In connection with the foregoing and as a result of the Non-Core Held For Sale Disposal Groups classification (see Note 3 for additional information), the Company recorded aggregate, pre-tax, non-cash impairment charges of $183 million in the third quarter of 2020 impacting the Non-Core segment and reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations. As a result of the above impairment charges and previous impairment charges recorded impacting Non-Core as discussed below, the carrying value of the reporting units within Non-Core are indicative of fair value. As a result, future changes in fair value could impact the carrying value of these business units which have been and continue to be at risk for impairment charges in future periods.

F-37

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

In the second quarter of 2020, continued near-term demand weakness in global automotive production resulting from the COVID-19 pandemic, along with revised views of recovery based on third party market information, served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its Transportation & Industrial reporting unit as of June 30, 2020. The carrying value of the Transportation & Industrial reporting unit is comprised substantially of EID’s assets and liabilities which were measured at fair value in connection with the DWDP Merger, and thus inherently considered at risk for impairment. The Company performed quantitative testing on its Transportation & Industrial reporting unit as of June 30, 2020, using a combination of the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (a form of the market approach). Based on the analysis performed, during the second quarter of 2020, the Company concluded that the carrying amount of the reporting unit exceeded its fair value resulting in a pre-tax, non-cash goodwill impairment charge of $2,498 million, reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the year ended December 31, 2020.

The Company's goodwill analysis referenced above used the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs. The Company’s significant assumptions in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future periods.

The Company also used the Guideline Public Company Method (a form of the market approach). The significant assumptions used in this analysis include, but are not limited to, the derived multiples from comparable market transactions and other market data. The selection of comparable businesses is based on the markets in which the reporting unit operates giving consideration to risk profiles, size, geography, and diversity of products and services.

The Company probability-weighted scenarios for both the income and market approaches and also applied an overall probability-weighting to the income and market approaches to determine the concluded fair value of the reporting unit given the uncertainty in the current economic environment to determine the concluded fair value of the reporting unit. The Company believes the current assumptions and estimates utilized in the income and market approaches are both reasonable and appropriate.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within the Non-Core segment gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform impairment analyses related to goodwill as of March 31, 2020. As part of the analysis, the Company determined that the fair value of its PVAM reporting unit was below its carrying value resulting in an impairment charge to goodwill. Valuations of the PVAM reporting unit under a combination of the market approach and income approach reflected softening conditions in photovoltaics markets as compared to prior estimates. In connection with this analysis, the Company recorded a pre-tax, non-cash goodwill impairment charge of $533 million in the first quarter of 2020 impacting the Non-Core segment. This charge is reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the year ended December 31, 2020.

The Company's analysis uses the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs. The Company’s significant assumptions in this analysis include, but are not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The Company’s estimates of future cash flows are

F-38

based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future periods. As referenced, the Company also uses a form of the market approach. As such, the Company believes the current assumptions and estimates utilized are both reasonable and appropriate.

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

In the second quarter of 2019, in connection with the analysis described above, the Company recorded pre-tax, non-cash goodwill impairment charges of $1,175 million impacting the Nutrition & Biosciences and Non-Core segments which are reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the year ended December 31, 2019.

COVID-19 continues to impact the broader global economy and has caused volatility in financial markets. If there is a of lack of recovery, the time period to recovery is longer than expected or further global softening is experienced in certain markets, or a sustained decline in the value of the Company's common stock, the Company may be required to perform additional impairment assessments for its goodwill, other intangibles, and long-lived assets, the results of which could result in material impairment charges.

Other Intangible Assets

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


	December 31, 2020						December 31, 2019
In millions	Gross Carrying Amount		Accum Amort		Net		Gross Carrying Amount		Accum Amort		Net
Intangible assets with finite lives:
Developed technology	$	4,273	$	(1,814)	$	2,459	$	4,343	$	(1,361)	$	2,982
Trademarks/tradenames	2,424		(1,702)		722		2,433		(455)		1,978
Customer-related	9,096		(2,833)		6,263		8,986		(2,229)		6,757
Other	178		(87)		91		303		(98)		205
Total other intangible assets with finite lives	$	15,971	$	(6,436)	$	9,535	$	16,065	$	(4,143)	$	11,922
Intangible assets with indefinite lives:
Trademarks/tradenames	1,609		—		1,609		1,671		—		1,671
Total other intangible assets with indefinite lives	$	1,609	$	—	$	1,609	$	1,671	$	—	$	1,671
Total	$	17,580	$	(6,436)	$	11,144	$	17,736	$	(4,143)	$	13,593

In the third quarter of 2020, the Company recorded a pre-tax asset impairment charge of $52 million ($39 million net of tax) related to indefinite-lived intangible assets within the Non-Core segment which were deemed no longer recoverable as a result of an impairment test performed related to the Non-Core Held For Sale Disposal Groups classification (see Note 3 for additional information). The charge was recorded within “Restructuring and asset related charges – net” in the Consolidated Statements of Operations for the year ended December 31, 2020.

In the first quarter and third quarter of 2020, the Company recorded non-cash impairment charges related to definite-lived intangible assets impacting the Non-Core segment reflected within “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020. See Note 5 for further discussion.

In the second quarter of 2020, the Company performed quantitative testing on indefinite-lived intangible assets attributable to the Transportation & Industrial segment, for which the Company determined that the fair value of certain tradenames had

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declined related to the factors described above. The Company performed an analysis of the fair value using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy. The key assumptions used in the calculation included projected revenue, royalty rates and discount rates. These key assumptions involve management judgment and estimates relating to future operating performance and economic conditions that may differ from actual cash flows. As a result of the testing, the Company recorded a pre-tax, non-cash indefinite-lived intangible asset impairment charge of $21 million ($16 million net of tax), which is reflected in "Restructuring and asset related charges - net," in the Consolidated Statements of Operations for the year ended December 31, 2020. The remaining net book value of the tradenames attributable to the Transportation & Industrial segment at December 31, 2020 was approximately $289 million, which represents fair value.

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


Net Intangibles by Segment	December 31, 2020		December 31, 2019
In millions
Electronics & Imaging	$	1,651	$	1,833
Nutrition & Biosciences	3,071		4,377
Transportation & Industrial	3,408		3,590
Safety & Construction	2,920		3,082
Non-Core	94		711
Total	$	11,144	$	13,593

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


Estimated Amortization Expense
In millions
2021	$	988
2022	$	966
2023	$	914
2024	$	819
2025	$	726

NOTE 14 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

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


Short-term borrowings and finance lease obligations	December 31, 2020		December 31, 2019
In millions
Commercial paper 1	$	—	$	1,829
Long-term debt due within one year 2,3	5		2,001
Total short-term borrowings and finance lease obligations	$	5	$	3,830

1.The weighted-average interest rate on commercial paper at December 31, 2019 was 2.79 percent.

Presented net of current portion of unamortized debt issuance costs.
The year ended December 31, 2019 includes finance lease obligations of $1 million due within one year.

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Long-Term Debt	December 31, 2020				December 31, 2019
In millions	Amount		Weighted Average Rate		Amount		Weighted Average Rate
Promissory notes and debentures:
Final maturity 2020	$	—	—	%	$	2,000	3.48	%
Final maturity 2022	300		0.70	%	—		—	%
Final maturity 2023	4,800		3.18	%	2,800		4.08	%
Final maturity 2025	2,850		3.56	%	1,850		4.49	%
Final maturity 2026 and thereafter	11,000		3.83	%	6,050		5.13	%
Other facilities:
Term loan due 2022	3,000		1.25	%	3,000		2.86	%
Other loans	6		4.21	%	10		4.20	%
Finance lease obligations	2				3
Less: Unamortized debt discount and issuance costs	147				95
Less: Long-term debt due within one year 1, 2	5				2,001
Total 3	$	21,806			$	13,617

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

The year ended December 31, 2019 includes finance lease obligations of $1 million due within one year. See Note 16 for more information on finance leases.
The year ended December 31, 2020 includes $6.2 billion related to the N&B Notes Offering.

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


Maturities of Long-Term Debt for Next Five Years at December 31, 2020	Total
In millions
2021	$	5
2022 1	$	3,303
2023	$	4,800
2024	$	—
2025 1	$	2,850

The Company’s long-term borrowings due in 2022 and 2025 include $300 million and $1 billion, respectively, related to the N&B Notes Offering.

The estimated fair value of the Company's long-term borrowings was determined using Level 2 inputs within the fair value hierarchy, as described in Note 22. Based on quoted market prices for the same or similar issues, or on current rates offered to the Company for debt of the same remaining maturities, the fair value of the Company's long-term borrowings, not including long-term debt due within one year, was $24,853 million and $15,220 million at December 31, 2020 and December 31, 2019, respectively.

Available Committed Credit Facilities

The following table summarizes the Company's credit facilities:


Committed and Available Credit Facilities at December 31, 2020
In millions	Effective Date	Committed Credit		Credit Available		Maturity Date	Interest
Term Loan Facility	May 2019	$	3,000	$	—	May 2022	Floating Rate
Revolving Credit Facility, Five-year	May 2019	3,000		2,978		May 2024	Floating Rate
364-day Revolving Credit Facility	April 2020	1,000		1,000		April 2021	Floating Rate
Total Committed and Available Credit Facilities		$	7,000	$	3,978

Nutrition & Biosciences Financing

In January 2020, N&B entered into a senior unsecured term loan agreement in the amount of $1.25 billion split evenly between three- and five-year facilities.

On September 16, 2020 (the "Offering Date"), N&B completed an offering in the aggregate principal amount of $6.25 billion of senior unsecured notes in six series, comprised of the following (collectively, the “N&B Notes Offering” and together with the N&B Term Loan Facilities, the “Permanent Financing”): $300 million aggregate principal amount of 0.697 percent Senior Notes due 2022; $1 billion aggregate principal amount of 1.230 percent Senior Notes due 2025; $1.2 billion aggregate principal amount of 1.832 percent Senior Notes due 2027; $1.5 billion aggregate principal amount of 2.300 percent Senior Notes due 2030; $750 million aggregate principal amount of 3.268 percent Senior Notes due 2040; and $1.5 billion aggregate principal

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amount of 3.468 percent Senior Notes due 2050. The net proceeds of approximately $6.2 billion from the N&B Notes Offering were deposited into an escrow account. See Note 25 for more information on the N&B Notes Offering.

May Debt Offering

On May 1, 2020, the Company completed an underwritten public offering of senior unsecured notes (the “May 2020 Notes”) in the aggregate principal amount of $2 billion of 2.169 percent fixed rate Notes due May 1, 2023 (the “May Debt Offering”). The proceeds from the May Debt Offering were used by the Company to repay the Company’s $0.5 billion in floating rate notes due November 2020 and $1.5 billion of 3.77 percent fixed-rate notes due November 2020. See Note 25 for more information on the May Debt Offering.

Term Loan and Revolving Credit Facilities

In May 2019, the Company fully drew the two term loan facilities it entered into in the fourth quarter of 2018 (the “Term Loan Facilities”) in the aggregate principal amount of $3,000 million. In May 2019, the Company amended its $3,000 million five-year revolving credit facility (the “Five-Year Revolver”) entered into in the fourth quarter of 2018 to become effective and available as of the amendment. In addition, in June 2019, the Company entered into a $750 million, 364-day revolving credit facility (the "Old 364-day Revolving Credit Facility"). On and effective as of April 16, 2020, the Company entered into a new $1.0 billion 364-day revolving credit facility (the “$1B Revolving Credit Facility"). As of the effectiveness of the $1B Revolving Credit Facility, the Old 364-Day Revolving Credit Facility was terminated.

Senior Notes

In contemplation of the DWDP Distributions and in preparation to achieve the intended credit profiles of Corteva, Dow and DuPont, in the fourth quarter of 2018, the Company consummated a public underwritten offer of eight series of senior unsecured notes (the "2018 Senior Notes") in an aggregate principal amount of $12.7 billion. The 2018 Senior Notes are a senior unsecured obligation of the Company and will rank equally with the Company's future senior unsecured debt outstanding from time to time. In the fourth quarter of 2020, the Company repaid the notes due in November 2020 using the proceeds from the May Debt Offering.

Uncommitted Credit Facilities and Outstanding Letters of Credit

Unused bank credit lines on uncommitted credit facilities were $696 million at December 31, 2020. These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were $165 million at December 31, 2020. These letters of credit support commitments made in the ordinary course of business.

Debt Covenants and Default Provisions

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

Facilities, the Five-Year Revolving Credit Facility and the $1B Revolving Credit Facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At December 31, 2020, the Company was in compliance with this financial covenant. There were no material changes to the debt covenants and default provisions at December 31, 2020.

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NOTE 15 - COMMITMENTS AND CONTINGENT LIABILITIES

Litigation Matters

As of December 31, 2020, the Company had recorded liabilities of $19 million associated with litigation matters including non-PFAS liabilities retained, assumed or indemnified under the DWDP Separation and Distribution Agreement discussed below.

In addition, DuPont recorded liabilities of $27 million related to the settlement of the Ohio MDL, discussed below, and of $59 million in connection with the cost sharing arrangement related to future eligible PFAS costs, discussed below, between The Chemours Company (“Chemours”), Corteva, EID and the Company. Management believes that it is reasonably possible the Company could incur eligible PFAS costs in excess of the amounts accrued, but any such losses are not estimable at this time due to various reasons, including, among others, that the underlying matters are in their early stages and have significant factual issues to be resolved. Eligible PFAS costs are included in PFAS Stray Liabilities discussed below.

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

Under the DWDP Separation and Distribution Agreement, liabilities, including cost and expenses, associated with litigation and environmental matters that primarily related to the materials science business, the agriculture business or the specialty products business were generally allocated to or retained by Dow, Corteva or the Company, respectively, through retention, assumption or indemnification. Further, under the Letter Agreement between Corteva and DuPont, DDOB liabilities of EID primarily related to EID’s agriculture business were allocated to or retained by Corteva and those primarily related to EID’s specialty products business were allocated to or retained by the Company. EID DDOB liabilities not primarily related to EID’s agriculture business or specialty products business (“Stray Liabilities”), are allocated as follows:

Generally, indemnifiable losses as defined in the DWDP Separation and Distribution Agreement (“Indemnifiable Losses”) for Stray Liabilities, to the extent they do not arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS, defined below, (“Non-PFAS Stray Liabilities”) that are known as of April 1, 2019 are borne by Corteva up to a specified amount set forth in the schedules to the DWDP Separation and Distribution Agreement and/or Letter Agreement. Non-PFAS Stray Liabilities in excess of such specified amounts and any Non-PFAS Stray Liabilities not listed in the schedules to the Separation and Distribution Agreement or Letter Agreement are borne by Corteva and/or DuPont up to separate, aggregate thresholds of $200 million each to the extent Corteva or DuPont, as applicable, incurs an Indemnifiable Loss. Once Corteva’s or DuPont’s $200 million threshold is met, the other would generally bear all Non-PFAS Stray Liabilities until meeting its $200 million threshold. After the respective $200 million thresholds are met, DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses. While DuPont believes it is probable that it will incur a liability related to Non-PFAS Stray Liabilities discussed below, such liability is not reasonably estimable at December 31, 2020. Therefore, at December 31, 2020, DuPont has not recorded an accrual related to Non-PFAS Liabilities.
Generally, Corteva and the Company will each bear 50 percent of the first $300 million (up to $150 million each) for Indemnifiable Losses arising out of actions to the extent related to or resulting from the development, testing, manufacture or sale of per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”) (all such substances, “PFAS” and such Stray Liabilities referred to as “PFAS Stray Liabilities”), unless either Corteva or DuPont has met its $200 million threshold described above. In that event, the other company would bear all PFAS Stray Liabilities until that company meets its $200 million threshold, at which point DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses. Indemnifiable Losses to the extent related to PFAS Stray Liabilities in excess of $300 million generally will be borne 71 percent by the Company and 29 percent by Corteva.
Indemnifiable Losses incurred by the companies in relation to PFAS Stray Liabilities up to $300 million (e.g., up to $150 million each) will be applied to each company’s respective $200 million threshold.

Indemnifiable Losses, as defined in the DWDP Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of Stray Liabilities.

DuPont expects to continue to incur directly and as Indemnifiable Losses and/or qualified spend (as defined below), costs and expenses related to litigation defense, such as attorneys’ fees and expenses and court costs, in connection with the Stray Liabilities described below. In accordance with its accounting policy for litigation matters, the Company will expense such litigation defense costs as incurred which could be significant to the Company’s financial condition and/or cash flows in the period.

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Even when the Company believes the probability of loss or of an adverse unappealable final judgment is remote, the Company may consider settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company, including avoidance of future distraction and litigation defense cost, and its shareholders.

PFAS Stray Liabilities: Future Eligible PFAS Costs

On July 1, 2015, EID completed the separation of EID’s Performance Chemicals segment through the spin-off of Chemours to holders of EID common stock (the “Chemours Separation”). In connection with the spin-off, EID and Chemours entered into a Separation Agreement. In 2017, EID and Chemours amended the Chemours Separation Agreement (as amended, the “Chemours Separation Agreement”) to provide for a limited sharing of potential future liabilities related to alleged historical releases of PFOA for a five-year period that began on July 6, 2017.

On May 13, 2019, Chemours filed suit in the Delaware Court of Chancery against EID, Corteva and the Company seeking, among other things, to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement (the “Delaware Litigation”). On March 30, 2020, the Court of Chancery granted a motion to dismiss. On December 15, 2020, the Delaware Supreme Court affirmed the judgment of the Court of Chancery. Meanwhile, a confidential arbitration process regarding the same and other claims has proceeded (the “Pending Arbitration”).

On January 22, 2021, the Company, Corteva, EID and Chemours entered into a binding Memorandum of Understanding (the “MOU”), pursuant to which the parties have agreed to release certain claims regarding the Delaware Litigation and the Pending Arbitration, including that Chemours has released any claim set forth in the complaint filed in the Delaware Litigation, any other similar claims arising out of or resulting from the facts recited by Chemours in the complaint or the process and manner in which EID structured or conducted the Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU. The parties have further agreed not to bring any future, additional claims regarding the Chemours Separation Agreement or the MOU outside of arbitration. In connection with entering into the MOU, the parties have jointly moved to terminate the Pending Arbitration.

Pursuant to the MOU, the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS, including PFOA, out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of qualified spend (as defined in the MOU) is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU. This sharing arrangement replaces the cost sharing arrangement between EID and Chemours established pursuant to the Chemours Separation Agreement.

The parties have agreed that, during the term of this sharing arrangement, Chemours will bear 50 percent of any qualified spend and the Company and Corteva shall bear 50 percent of any qualified spend. The Company’s and Corteva’s share of qualified spend shall not exceed $2 billion in the aggregate. After the term of this arrangement, Chemours’ indemnification obligations under the Chemours Separation Agreement would continue unchanged, subject in each case to certain exceptions set forth in the MOU.

In order to support and manage any potential future eligible PFAS costs, the parties have also agreed to establish an escrow account. The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 million into an escrow account and DuPont and Corteva shall together deposit $100 million in the aggregate into an escrow account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $50 million into an escrow account and DuPont and Corteva shall together deposit $50 million in the aggregate into an escrow account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any year (excluding 2021). Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, Chemours will make 50 percent of the deposits and DuPont and Corteva together will make 50 percent of the deposits necessary to restore the balance of the escrow account to $700 million. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU.

All funding obligations of the Company and Corteva under this sharing arrangement, whether in respect of escrow funding or in respect of qualified spend, will be allocated between the Company and Corteva in accordance with the terms of the DWDP Separation and Distribution Agreement and the terms of the Letter Agreement.

Future charges, if any, associated with the MOU would be recognized over the term of the agreement as a component of income from discontinued operations to the extent liabilities become probable and estimable.

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The parties have agreed to cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU on or prior to February 28, 2021.

Ohio MDL Personal Injury Cases

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

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

Members of the Leach class have standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. In 2017, Chemours and EID each paid $335 million to settle the multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water. The 2017 settlement did not resolve claims of Leach class members who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017. As of December 31, 2020, since the 2017 settlement about 100 additional cases alleging personal injury, including kidney and testicular cancer claims, have been filed and are pending in the Ohio MDL. About a dozen additional claims have been noticed but not yet accepted in the Ohio MDL.

On January 21, 2021, EID and Chemours entered into settlement agreements with plaintiffs’ counsel representing the Ohio MDL plaintiffs providing for a settlement of cases and claims in the Ohio MDL, except as noted below (the “Settlement”). The total settlement amount is $83 million in cash with each of the Company and EID contributing $27 million and Chemours contributing $29 million. The Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by the Company, Corteva, EID or Chemours. The case captioned “Abbott v E. I. du Pont de Nemours and Company” is not included in the Settlement and is presently pending motions for new trial.

In the Abbott case, the jury returned a verdict in March 2020 against EID, awarding $50 million in compensatory damages to the plaintiff and his wife, who claimed that exposure to PFOA in drinking water caused him to develop testicular cancer. EID will appeal the verdict. The plaintiffs also sought but were not awarded punitive damages.

In addition to the actions described above, there are several cases alleging damages to natural resources, the environment, water, and/or property as well as various other allegations. DuPont and Corteva are named in most of the actions discussed below. Such actions include additional claims based on allegations that the transfer by EID of certain PFAS liabilities to Chemours prior to the Chemours Separation resulted in a fraudulent conveyance or voidable transaction.

Natural Resource Damage Matters

Since May 2017, a number of state attorneys general have filed lawsuits against DuPont, Corteva, EID, Chemours, and others, claiming environmental contamination by certain PFAS compounds. Such actions are currently pending in Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio and Vermont. Generally, the states raise common law tort claims and seek economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to cleanup contamination from certain PFAS compounds, and to abate the alleged nuisance. Most of these actions include fraudulent transfer claims related to the Chemours Separation, the DowDuPont separations, and questions potential loss of assets caused by future divestitures.

Other PFAS Environmental Matters

Several lawsuits have been filed by residents, local water districts, and private water companies against EID and Chemours in New York. Additionally, a water district in West Virginia, filed suit in state court against EID, Chemours, Corteva, DuPont, and others alleging contamination as a result of PFAS releases and seeking compensatory, consequential and punitive damages, and attorneys’ fees. The complaint includes a fraudulent transfer allegation associated with the Chemours separation. In September 2020, a complaint was filed in the Central District of California on behalf of Golden State Water Company against DuPont, Corteva, EID, Chemours, and others, alleging contamination of water systems from PFAS. The complaint includes fraudulent transfer claims related to the Chemours Separation, the DowDuPont separations, and questions potential loss of assets caused by future divestitures.

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North Carolina PFAS Actions

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

In the third quarter 2020, three lawsuits were filed in North Carolina state court against Chemours, EID, Corteva and DuPont. The lawsuits seek damages for alleged personal injuries to more than 100 individuals due to alleged exposure to PFOA and GenX originating from the Fayetteville Works plant. These lawsuits also include fraudulent transfer allegations related to the Chemours Separation.

Aqueous Film Forming Foam

Beginning in April 2019, several dozen lawsuits involving water contamination arising from the use of PFAS-containing aqueous firefighting foams (“AFFF”) were filed against EID, Chemours, 3M and other AFFF manufacturers and in different parts of the country. Most were consolidated in multi-district litigation docket in federal district court in South Carolina (the “SC MDL”). Many of those cases also name DuPont as a defendant. Those actions largely seek remediation of the alleged PFAS contamination in and around military bases and airports as well as medical monitoring of affected residents. In September 2020, a complaint was filed in Missouri state court on behalf of a deceased firefighter against 3M, DuPont, Corteva, EID, Chemours and others. The suit seeks damages for injuries and wrongful death of the plaintiff allegedly from his exposure to PFAS contained in AFFF. This case has not been removed to the SC MDL.

As of December 31, 2020, approximately 820 personal injury cases have been filed directly in the SC MDL and assert claims on behalf of individual firefighters and others who allege that exposure to PFAS in firefighting foam caused them to develop cancer, including kidney and testicular cancer. DuPont has been named as a defendant in most of these personal injury AFFF cases. DuPont is seeking the dismissal of DowDuPont and DuPont from these actions. EID and the Company have never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containing products.

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

Other Actions

A number of additional PFAS lawsuits have been filed in various state and federal courts against DuPont, Corteva, EID, Chemours, 3M and others, alleging contamination of water systems.

On December 18, 2020, Suez Water filed suits in both New York and New Jersey against EID, DuPont, DuPont Specialty Products USA, LLC, Corteva, and Chemours alleging contamination of its water systems due to the release of PFAS. These lawsuits generally seek damages for the installation and implementation of drinking water treatment systems in addition to attorneys’ fees and costs, and include allegations of fraudulent transfer related to the Chemours Separation.

There are several actions that have been filed in New Jersey on behalf of residents who allege personal injuries due to exposure to PFAS. These lawsuits generally seek compensatory and punitive damages stemming from those injuries and medical monitoring.

In December, 2020, several water districts in California filed suit to recover costs associated with alleged PFAS contamination of groundwater and for abatement of the alleged contamination based on strict products liability, trespass, public and private nuisance, negligence and the Orange County Water District Act.

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A putative class action was filed in the Northern District of New York on behalf of all individuals who, as of December 1, 2015, are or were owners of real property located in the Village of Hoosick Falls, New York and who obtain their drinking water from a privately owned well which has allegedly been contaminated by PFAS. The plaintiffs seek compensatory and punitive damages as well as medical monitoring. The certification of the class is currently pending before the court.

Other Litigation Matters

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

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. At December 31, 2020, the Company had accrued obligations of $80 million for probable environmental remediation and restoration costs, inclusive of $36 million retained and assumed following the DWDP Distributions and $44 million of indemnified liabilities. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the Consolidated Balance Sheets. This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to $170 million above the amount accrued at December 31, 2020. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. At December 31, 2019, the Company had accrued obligations of $77 million for probable environmental remediation and restoration costs.

Pursuant to the DWDP Separation and Distribution Agreement, the Company is required to indemnify certain clean-up responsibilities and associated remediation costs. The accrued environmental obligations of $80 million as of December 31, 2020 includes amount for which the Company indemnifies Dow and Corteva. At December 31, 2020, the Company has indemnified Dow and Corteva $8 million and $36 million, respectively.

Indemnifications

In connection with the ongoing divestitures and transactions, the Company has indemnified and has been indemnified by respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. At December 31, 2020, the indemnified assets were $90 million within "Accounts and notes receivable - net" and $124 million within "Deferred charges and other assets" and the indemnified liabilities were $157 million within "Accrued and other current liabilities" and $132 million within "Other noncurrent obligations" within the Consolidated Balance Sheets. At December 31, 2019, the indemnified assets were $133 million within "Accounts and notes receivable - net" and $146 million within "Deferred charges and other assets" and the indemnified liabilities were $77 million within "Accrued and other current liabilities" and $97 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

Guarantees

Obligations for Equity Affiliates & Others

The Company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates and customers. At December 31, 2020 and December 31, 2019, the Company had directly guaranteed $189 million and $187 million, respectively, of such obligations. These amounts represent the maximum potential amount of future (undiscounted) payments that the Company could be required to make under the guarantees. The Company would be required to perform on these guarantees in the event of default by the guaranteed party.

The Company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees. These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default history for counterparties that do not have published credit ratings. For counterparties without an external rating or available credit history, a cumulative average default rate is used.

F-47

In certain cases, the Company has recourse to assets held as collateral, as well as personal guarantees from customers. At December 31, 2020, no collateral was held by the Company. The following table provides a summary of the final expiration year and maximum future payments for each type of guarantee:


Guarantees at December 31, 2020	Final Expiration Year	Maximum Future Payments
In millions
Obligations for customers 1:
Bank borrowings	2021	$	22
Obligations for non-consolidated affiliates 2:
Bank borrowings	2021	167
Total guarantees		$	189

Existing guarantees for select customers, as part of contractual agreements. The terms of the guarantees are equivalent to the terms of the customer loans that are primarily made to finance customer invoices. At December 31, 2020, all maximum future payments had terms less than a year.
Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.

NOTE 16 - LEASES

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

Certain of the Company's leases include residual value guarantees. These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term. The portion of residual value guarantees that are probable of payment is included in the related lease liability in the Consolidated Balance Sheet other than certain finance leases that include the maximum residual value guarantee amount in the measurement of the related liability given the election to use the package of practical expedients at the date of adoption of Leases (Topic 842). At December 31, 2020, the Company has future maximum payments for residual value guarantees in operating leases of $21 million with final expirations through 2024. The Company's lease agreements do not contain any material restrictive covenants.

The components of lease cost for operating and finance leases for the years ended December 31, 2020 and 2019 were as follows:


In millions	2020		2019
Operating lease cost	$	197	$	182
Finance lease cost
Amortization of right-of-use assets	3		4
Interest on lease liabilities	—		—
Total finance lease cost	$	3	$	4
Short-term lease cost	4		5
Variable lease cost	47		22
Less: Sublease income	23		23
Total lease cost	$	228	$	190

Prior to the adoption of Topic 842, rental expense under operating leases, net of sublease rental income, for the year ended December 31, 2018 was $142 million.

Supplemental cash flow information related to leases was as follows:


In millions	December 31, 2020		December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	193	$	184
Financing cash flows from finance leases	$	1	$	3
Gain on sale-leaseback transactions, net	$	—	$	17

F-48

New operating lease assets and liabilities entered into during the year ended December 31, 2020 and 2019 were $196 million and $117 million, respectively. Supplemental balance sheet information related to leases was as follows:


In millions	December 31, 2020		December 31, 2019
Operating Leases
Operating lease right-of-use assets 1	$	637	$	556
Current operating lease liabilities 2	170		138
Noncurrent operating lease liabilities 3	472		416
Total operating lease liabilities	$	642	$	554

Finance Leases
Property, plant, and equipment, gross	$	11	$	13
Accumulated depreciation	7		6
Property, plant, and equipment, net	$	4	$	7
Short-term borrowings and finance lease obligations	$	—	$	1
Long-Term Debt	2		2
Total finance lease liabilities	$	2	$	3

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

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

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

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


Lease Term and Discount Rate	December 31, 2020		December 31, 2019
Weighted-average remaining lease term (years)
Operating leases	7.33		7.18
Finance leases	4.25		4.52
Weighted average discount rate
Operating leases	2.77	%	3.28	%
Finance leases	3.42	%	3.35	%

Maturities of lease liabilities were as follows:


Maturity of Lease Liabilities at December 31, 2020	Operating Leases		Finance Leases
In millions
2021	$	186	$	1
2022	161		1
2023	104		—
2024	123		—
2025	45		—
2026 and thereafter	190		1
Total lease payments	$	809	$	3
Less: Interest	167		1
Present value of lease liabilities	$	642	$	2

F-49

NOTE 17 - STOCKHOLDERS' EQUITY

Share Repurchase Program

On June 1, 2019, the Company's Board of Directors approved a $2 billion share buyback program, which expires on June 1, 2021. During the year ended December 31, 2020, the Company repurchased and retired 6.1 million shares for $232 million. As of the year ended December 31, 2020, the Company had repurchased and retired 16.9 million shares under this program at a total cost of $982 million.

Common Stock

The following table provides a reconciliation of DuPont Common Stock activity for the years ended December 31, 2020, 2019 and 2018:


Shares of DuPont Common Stock	Issued	Held in Treasury
In thousands
Balance at January 1, 2018	780,485	4,708
Issued	3,658	—
Repurchased	—	23,110
Balance at December 31, 2018	784,143	27,818
Issued	2,656	—
Repurchased	—	20,416
Retired 1	(48,234)	(48,234)
Balance at December 31, 2019	738,565	—
Issued	1,719	—
Repurchased	—	6,080
Retired	(6,080)	(6,080)
Balance at December 31, 2020	734,204	—

1.Includes 37 million shares of common stock held in treasury that were retired in June 2019, which were returned to the status of authorized but unissued shares.

Retained Earnings

There are no significant restrictions limiting the Company's ability to pay dividends. Dividends declared and paid to common stockholders during the years ended December 31, 2020, 2019, and 2018 are summarized in the following table:


Dividends Declared and Paid	2020		2019		2018
In millions
Dividends declared to common stockholders 1	$	882	$	1,611	$	3,491
Dividends paid to common stockholders 1	$	882	$	1,611	$	3,491

1.The 2019 and 2018 dividends declared and paid include dividends declared and paid to DowDuPont common stockholders prior to the DWDP Distributions.

Undistributed earnings of nonconsolidated affiliates included in retained earnings were $934 million at December 31, 2020 and $790 million at December 31, 2019.

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Accumulated Other Comprehensive Loss

The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the years ended December 31, 2020, 2019, and 2018:


Accumulated Other Comprehensive Loss	Unrealized Gains (Losses) on Investments		Cumulative Translation Adj		Pension and OPEB		Derivative Instruments		Total
In millions
2018
Balance at January 1, 2018 1	$	17	$	(1,935)	$	(6,923)	$	(111)	$	(8,952)
Other comprehensive income (loss) before reclassifications	(74)		(1,739)		(1,086)		(15)		(2,914)
Amounts reclassified from accumulated other comprehensive income (loss)	7		(4)		460		66		529
Net other comprehensive income (loss)	$	(67)	(1,743)		(626)		51		$	(2,385)
Reclassification of stranded tax effects 2	$	(1)	(107)		(927)		(22)		$	(1,057)
Balance at December 31, 2018	$	(51)	$	(3,785)	$	(8,476)	$	(82)	$	(12,394)
2019
Other comprehensive income (loss) before reclassifications	68		(446)		(206)		(43)		(627)
Amounts reclassified from accumulated other comprehensive income (loss)	(1)		(18)		141		(15)		107
Net other comprehensive income (loss)	$	67	$	(464)	$	(65)	$	(58)	$	(520)
Spin-offs of Dow and Corteva	$	(16)	$	3,179	$	8,196	$	139	$	11,498
Balance at December 31, 2019	$	—	$	(1,070)	$	(345)	$	(1)	$	(1,416)
2020
Other comprehensive income (loss) before reclassifications	—		1,540		(102)		—		1,438
Amounts reclassified from accumulated other comprehensive income	—		—		22		—		22
Net other comprehensive income (loss)	$	—	$	1,540	$	(80)	$	—	$	1,460
Balance at December 31, 2020	$	—	$	470	$	(425)	$	(1)	$	44

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

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

The tax effects on the net activity related to each component of other comprehensive income (loss) for the years ended December 31, 2020, 2019, and 2018 were as follows:


Tax Benefit (Expense)	2020		2019		2018
In millions
Unrealized gains (losses) on investments	$	—	$	(18)	$	17
Cumulative translation adjustments	—		(1)		(6)
Pension and other post-employment benefit plans	37		31		152
Derivative instruments	—		16		(14)
Tax expense from income taxes related to other comprehensive income (loss) items	$	37	$	28	$	149

F-51

A summary of the reclassifications out of AOCL for the years ended December 31, 2020, 2019, and 2018 is provided as follows:


Reclassifications Out of Accumulated Other Comprehensive Loss	2020		2019		2018		Income Classification
In millions
Unrealized (gains) losses on investments	$	—	$	(1)	$	9	See (1) below
Tax expense (benefit)	—		—		(2)		See (2) below
Unrealized (gains) losses on investments, after tax	$	—	$	(1)	$	7
Cumulative translation adjustments	$	—	$	(18)	$	(4)	See (3) below
Pension and other post-employment benefit plans	$	19	$	174	$	599	See (4) below
Tax benefit	3		(33)		(139)		See (2) below
Pension and other post-employment benefit plans, after tax	$	22	$	141	$	460
Derivative Instruments	$	—	$	(18)	$	83	See (5) below
Tax expense (benefit)	—		3		(17)		See (2) below
Derivative Instruments, after tax	$	—	$	(15)	$	66
Total reclassifications for the period, after tax	$	22	$	107	$	529

"Net sales" and "Sundry income (expense) - net."
"Provision for income taxes on continuing operations."
"Sundry income (expense) - net."
These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other post-employment benefit plans. See Note 19 for additional information.
"Cost of sales," "Sundry income (expense) - net" and "Interest expense."

NOTE 18 - NONCONTROLLING INTERESTS

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

The following table summarizes the activity for equity attributable to noncontrolling interests in the years ended December 31, 2020, 2019, and 2018:


Noncontrolling Interests In millions	2020		2019		2018
Balance at beginning of period	$	569	$	1,608	$	1,597
Net income attributable to noncontrolling interests	28		102		155
Distributions to noncontrolling interests 1	(50)		(27)		(168)
Noncontrolling interests from DWDP Merger	—		—		61

Cumulative translation adjustments	—		12		(39)
Spin-off of Dow and Corteva	—		(1,124)		—
Other	19		(2)		2
Balance at end of period	$	566	$	569	$	1,608

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

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NOTE 19 - PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS

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

Defined Benefit Pension Plans

TDCC

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

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

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

EID

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

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

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

DuPont

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

DuPont's funding policy is consistent with the funding requirements of each country's laws and regulations. Pension coverage for employees of DuPont's non-U.S. consolidated subsidiaries is provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded. During 2020, the Company contributed $98 million to its pension plans. DuPont expects to contribute approximately $100 million to its pension plans in 2021.

F-53

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


Weighted-Average Assumptions for Pension Plans	Benefit Obligations at December 31,				Net Periodic Costs for the Years Ended
	2020		2019		2020		2019 1		2018
Discount rate	0.84	%	1.21	%	1.21	%	3.80	%	3.26	%
Interest crediting rate for applicable benefits	1.25	%	1.25	%	1.25	%	3.72	%	3.61	%
Rate of compensation increase 2	3.09	%	3.14	%	3.11	%	3.42	%	3.95	%
Expected return on plan assets 3	N/A		N/A		2.98	%	6.46	%	6.68	%

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

The December 31, 2018 rate did not include EID's U.S. pension plans as employees of these plans no longer accrued additional benefits for future service and eligible compensation.
The decrease in expected return on assets between 2020 and 2019 is due to de-risking of DuPont's two largest country plans within the United Kingdom and Switzerland. For the United Kingdom this process involved purchasing two buy-in insurance contracts for some current beneficiaries. For Switzerland this process involved changing the pension plan to a defined contribution plan (cash balance plan under US GAAP) at an insurance company for the current employees and adopting a low-risk fixed income strategy for the current beneficiaries of the plan.

Other Post-employment Benefit Plans

TDCC

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

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

EID

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

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

DuPont

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

F-54

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


Weighted-Average Assumptions for Other Postretirement Benefits Plans	Benefit Obligations at December 31,				Net Periodic Costs for the Year Ended
	2020		2019		2020		2019 1		2018
Discount rate	2.21	%	3.10	%	3.20	%	4.23	%	3.54	%
Health care cost trend rate assumed for next year	N/A		N/A		N/A		7.15	%	6.52	%
Rate to which the cost trend rate is assumed to decline (the ultimate health cost care trend rate)	N/A		N/A		N/A		5.00	%	5.00	%
Year that the rate reaches the ultimate health care cost trend rate:
TDCC plans	N/A		N/A		N/A		2025		2025
EID plans	N/A		N/A		N/A		2028		2023

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

Assumptions

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

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

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


Change in Projected Benefit Obligations of All Plans	Defined Benefit Pension Plans				Other Post-Employment Benefits
In millions	2020		2019		2020		2019
Change in projected benefit obligations:
Benefit obligations at beginning of year	$	4,784	$	53,014	$	22	$	3,992
Service cost	70		184		2		5
Interest cost	57		630		1		53
Plan participants' contributions	11		11		—		15
Actuarial changes in assumptions and experience	298		515		18		116
Benefits paid	(268)		(1,247)		(3)		(150)
Plan amendments	—		(76)		—		—
Acquisitions/divestitures/other	—		20		—		—
Effect of foreign exchange rates	347		31		—		1
Termination benefits/curtailment cost/settlements	(4)		(4)		—		—
Spin-off of Dow	—		(29,285)		—		(1,462)
Spin-off of Corteva	—		(19,009)		—		(2,548)
Benefit obligations at end of year	$	5,295	$	4,784	$	40	$	22

F-55


Change in Plan Assets and Funded Status of All Plans	Defined Benefit Pension Plans				Other Post-Employment Benefits
In millions	2020		2019		2020		2019
Change in plan assets:
Fair value of plan assets at beginning of year	$	3,757	$	41,462	$	—	$	—
Actual return on plan assets	309		1,191		—		—
Employer contributions	98		697		3		135
Plan participants' contributions	11		11		—		15
Benefits paid	(268)		(1,247)		(3)		(150)
Acquisitions/divestitures/other	—		10		—		—
Effect of foreign exchange rates	251		60		—		—
Settlements	—		—		—		—
Spin-off of Dow	—		(22,626)		—		—
Spin-off of Corteva	—		(15,801)		—		—
Fair value of plan assets at end of year	$	4,158	$	3,757	$	—	$	—

Funded status:
U.S. plans with plan assets	$	—	$	—	$	—	$	—
Non-U.S. plans with plan assets	(341)		(315)		—		—
All other plans 1	(796)		(712)		(40)		(22)
Funded status at end of year	$	(1,137)	$	(1,027)	$	(40)	$	(22)

1.Certain benefit obligations are supported by funding, $6 million as of December 31, 2020 and $16 million as of December 31, 2019, under the Trust agreement, defined in the "Trust Assets" section.

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


Amounts Recognized in the Consolidated Balance Sheets for All Significant Plans	Defined Benefit Pension Plans				Other Post-Employment Benefits
In millions	December 31, 2020		December 31, 2019		December 31, 2020		December 31, 2019
Amounts recognized in the consolidated balance sheets:
Deferred charges and other assets	$	230	$	171	$	—	$	—
Assets of discontinued operations	—		—		—		—
Accrued and other current liabilities	(53)		(47)		(6)		(1)
Pension and other postretirement benefits - noncurrent	$	(1,314)	$	(1,151)	$	(34)	$	(21)
Liabilities of discontinued operations	$	—	$	—	$	—	$	—
Net amount recognized	$	(1,137)	$	(1,027)	$	(40)	$	(22)

Pretax amounts recognized in accumulated other comprehensive loss:
Net loss (gain)	$	583	$	485	$	20	$	2
Prior service credit	(47)		(47)		—		—
Pretax balance in accumulated other comprehensive loss at end of year	$	536	$	438	$	20	$	2

The increase in the Company's actuarial losses for the year ended December 31, 2020 was primarily due to the changes in weighted-average discount rates, which decreased from 1.21 percent at December 31, 2019 to 0.84 percent at December 31, 2020, partially offset by gains on assets in excess of what was expected.

The accumulated benefit obligation for all pension plans was $5.0 billion and $4.5 billion at December 31, 2020 and 2019, respectively.


Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets	December 31, 2020		December 31, 2019
In millions
Accumulated benefit obligations	$	1,896	$	1,731
Fair value of plan assets	$	735	$	690

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Pension Plans with Projected Benefit Obligations in Excess of Plan Assets	December 31, 2020		December 31, 2019
In millions
Projected benefit obligations	$	2,605	$	2,320
Fair value of plan assets	$	1,238	$	1,122


Net Periodic Benefit Costs for All Significant Plans for the Year Ended December 31,	Defined Benefit Pension Plans						Other Post-Employment Benefits
In millions	2020		2019		2018		2020		2019		2018
Net Periodic Benefit Costs:
Service cost 1	$	70	$	184	$	651	$	2	$	5	$	21
Interest cost 2	57		630		1,638		1		53		130
Expected return on plan assets 3	(110)		(988)		(2,846)		—		—		—
Amortization of prior service credit 4	(5)		(9)		(24)		—		—		—
Amortization of unrecognized loss (gain) 5	16		128		649		—		(6)		(24)
Curtailment/settlement/other 6	9		—		(10)		—		—		—
Net periodic benefit costs (credits) - Total	$	37	$	(55)	$	58	$	3	$	52	$	127
Less: Net periodic benefit (credits) costs - discontinued operations	—		(45)		90		—		50		126
Net periodic benefit costs (credits) - Continuing operations	$	37	$	(10)	$	(32)	$	3	$	2	$	1
Changes in plan assets and benefit obligations recognized in other comprehensive loss (income):
Net loss (gain)	$	99	$	350	$	1,490	$	18	$	2	$	(185)
Prior service (credit) cost	—		(65)		34		—		—		—
Amortization of prior service credit	5		3		24		—		—		—
Amortization of unrecognized (loss) gain	(16)		(7)		(649)		—		—		24
Curtailment loss	(4)		(2)		—		—		—		—
Settlement loss	(9)		(2)		2		—		—		—
Effect of foreign exchange rates	21		(2)		1		—		—		—
Total recognized in other comprehensive loss (income)	$	96	$	275	$	902	$	18	$	2	$	(161)
Noncontrolling interest	$	2	$	—	$	—	$	—	$	—	$	—
Total recognized in net periodic benefit costs (credits) and other comprehensive loss (income)	$	131	$	265	$	870	$	21	$	4	$	(160)

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

The interest cost from continuing operations was $79 million and $76 million for the years ended December 31, 2019, and December 31, 2018, respectively, for pension plans. The activity from OPEBs was immaterial for all years presented.
The expected return on plan assets from continuing operations was $148 million and $178 million for the years ended December 31, 2019 and December 31, 2018, respectively, for pension plans.
The amortization of prior year service credit from continuing operations was $3 million for the year ended December 31, 2019 and immaterial for the year ended December 31, 2018 for pension plans. The activity from OPEBs was immaterial for all years presented.
The amortization of unrecognized gain/loss from continuing operations was gains of $2 million for the year ended December 2019 and losses of $7 million for the year ended December 31, 2018 for pension plans. The activity from OPEBs was immaterial for all years presented.
The curtailment and settlement costs from continuing operations was immaterial for the year ended December 31, 2019 for pension plans. The curtailment and settlement gain from continuing operations was $1 million for the year ended December 31, 2018 for pension plans. The activity from OPEBs was immaterial for all years presented.

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Estimated Future Benefit Payments

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


Estimated Future Benefit Payments at December 31, 2020	Defined Benefit Pension Plans		Other Postretirement Benefits
In millions
2021	$	201	$	6
2022	196		4
2023	203		3
2024	204		2
2025	214		2
Years 2026-2030	1,118		11
Total	$	2,136	$	28

Plan Assets

TDCC

Plan assets consist primarily of equity and fixed income securities of U.S. and foreign issuers, and include alternative investments such as real estate, private market securities and absolute return strategies. TDCC's investment strategy for the plan assets was to manage the assets in relation to the liability in order to pay retirement benefits to plan participants over the life of the plans. This was accomplished by identifying and managing the exposure to various market risks, diversifying investments across various asset classes and earning an acceptable long-term rate of return consistent with an acceptable amount of risk, while considering the liquidity needs of the plans.

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

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

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

EID

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

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

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DuPont

Plan assets consist primarily of equity and fixed income securities of U.S. and foreign issuers, and alternative investments such as insurance contracts, pooled investment vehicles and private market securities. At December 31, 2020, plan assets totaled $4,158 billion and included directly held common stock of DuPont of less than $1 million.

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

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

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


Target Allocation for Plan Assets at December 31, 2020	DuPont
Asset Category
Equity securities	20	%
Fixed income securities	17
Alternative investments	21
Other investments	42
Total	100	%

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

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

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

For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Valuations of the investments are provided by investment managers or fund managers. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Valuations of insurance contracts are contractually determined and are based on exit price valuations or contract value. Adjustments to valuations are made where appropriate.

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

The following table summarizes the bases used to measure the Company’s pension plan assets at fair value for the years ended December 31, 2020 and 2019:


Basis of Fair Value Measurements	December 31, 2020								December 31, 2019
In millions	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	97	$	97	$	—	$	—	$	101	$	101	$	—	$	—
Equity securities:
U.S. equity securities 1	$	336	$	336	$	—	$	—	$	297	$	297	$	—	$	—
Non - U.S. equity securities	480		473		7		—		622		609		13		—
Total equity securities	$	816	$	809	$	7	$	—	$	919	$	906	$	13	$	—
Fixed income securities:
Debt - government-issued	$	308	$	20	$	288	$	—	$	468	$	198	$	270	$	—
Debt - corporate-issued	106		16		90		—		99		12		87		—
Debt - asset-backed	—		—		—		—		1		—		1		—
Total fixed income securities	$	414	$	36	$	378	$	—	$	568	$	210	$	358	$	—
Alternative investments: 2
Real estate	84		7		—		77		72		6		—		66
Insurance contracts	$	788	$	—	$	30	$	758	$	334	$	—	$	30	$	304
Derivatives - asset position	4		—		4		—		6		—		6		—
Derivatives - liability position	(1)		—		(1)		—		(2)		—		(2)		—
Total alternative investments	$	875	$	7	$	33	$	835	$	410	$	6	$	34	$	370
Other Investments: 2
Pooled Investment Vehicles	$	627	$	627	$	—	$	—	$	790	$	790	$	—	$	—
Private market securities	—		—		—		—		—		—		—		—
Other investments	—		—		$	—	$	—	6		6		—		—
Total other investments	$	627	$	627	$	—	$	—	$	796	$	796	$	—	$	—
Subtotal	$	2,829	$	1,576	$	418	$	835	$	2,794	$	2,019	$	405	$	370
Investments measured at net asset value: 2
Debt - government-issued	$	273							$	152
Hedge funds	933								745
Private market securities	122								107
Real estate	—								—
Total investments measured at net asset value	$	1,328							$	1,004
Items to reconcile to fair value of plan assets:
Pension trust receivables 3	$	3							$	15
Pension trust payables 4	(2)								(56)
Total	$	4,158							$	3,757

1.The Company's pension plans directly held less than $1 million (0 percent of total plan assets) of DuPont common stock at December 31, 2020 and less than held $1 million (0 percent of total plan assets) at December 31, 2019.

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

3.Primarily receivables for investment securities sold.

4.Primarily payables for investment securities purchased.

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The following table summarizes the changes in the fair value of Level 3 pension plan assets for the years ended December 31, 2020 and 2019:


Fair Value Measurement of Level 3 Pension Plan Assets	Equity Securities		Fixed Income Securities		Real Estate		Investment Contracts		Total
In millions
Balance at Jan 1, 2019	$	55	$	15	$	95	$	206	$	371
Actual return on assets:
Relating to assets sold during 2019	—		—		2		—		2
Relating to assets held at Dec 31, 2019	—		—		10		11		21
Purchases, sales and settlements, net	—		—		—		—		—
Transfers into Level 3, net	—		—		1		87		88
Transfers out of Level 3, spin related	(55)		(15)		(42)		—		(112)
Balance at Dec 31, 2019	$	—	$	—	$	66	$	304	$	370
Actual return on assets:
Relating to assets sold during 2020	—		—		—		—		—
Relating to assets held at Dec 31, 2020	—		—		9		64		73
Purchases, sales and settlements, net	—		—		2		390		392
Transfers into Level 3, net	—		—		—		—		—
Transfers out of Level 3, net	—		—		—		—		—
Balance at Dec 31, 2020	$	—	$	—	$	77	$	758	$	835

Trust Assets

EID entered into a trust agreement in 2013 (as amended and restated in 2017) that established and required EID to fund a trust (the "Trust") for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement. Under the Trust agreement, the consummation of the DWDP Merger was a change in control event. After the distribution of Corteva, the Trust assets related to Corteva employees were transferred to a new trust for Corteva. As a result, the Trust currently held by DuPont relates solely to funding obligations to DuPont employees. At December 31, 2020, the balance in the Trust was $25 million compared to $37 million at December 31, 2019.

Defined Contribution Plans

TDCC

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

EID

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

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

DuPont

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

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percent nonmatching employer contribution vests after employees complete three years of service. The Company's contributions to the Plan were $78 million in 2020 and $82 million in 2019 related to continuing operations.

In addition, the Company made contributions to other defined contribution plans in 2020 in the amount of $38 million and $24 million in 2019 related to continuing operations.

NOTE 20 - STOCK-BASED COMPENSATION

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

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

During the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 Plan"). The 2020 Plan limits the number of shares that may be subject to awards payable in shares of DuPont common stock to 19 million. The 2020 Plan authorizes the Company to grant options, share appreciation rights, restricted shares, RSUs, share bonuses, other share-based awards, cash awards, each as defined in the 2020 Plan, or any combination of the foregoing. The approval of the 2020 Plan had no effect on the Company’s ability to make future grants under the DuPont OIP in accordance with its terms, and awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms. There has been no activity under the 2020 Plan to date.

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

Accounting for Stock-Based Compensation

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

DuPont recognized share-based compensation expense in continuing operations of $112 million, $106 million, and $92 million during the years ended December 31, 2020, 2019 and 2018, respectively. The income tax benefits related to stock-based compensation arrangements were $22 million, $22 million, and $19 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Total unrecognized pretax compensation cost related to nonvested stock option awards of $10 million at December 31, 2020, is expected to be recognized over a weighted-average period of 1.3 years. Total unrecognized pretax compensation cost related to RSUs and PSUs of $62 million at December 31, 2020, is expected to be recognized over a weighted average period of 1.6 years. The total fair value of RSUs and PSUs vested in the year ended December 31, 2020 was $78 million. The weighted average grant-date fair value of RSUs and PSUs granted during 2020 was $52.83.

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DuPont Omnibus Incentive Plan

The Company grants stock-based compensation awards to certain employees, directors, independent contractors and consultants in the form of stock incentive plans, which include stock options, RSUs and PSUs. The DuPont OIP has two subplans that have the same terms and conditions of the TDCC and EID plans immediately prior to the Distributions. Awards previously granted under those plans that were nonvested will now vest in each subplan. All new awards will be granted by the OIP. Under the DuPont OIP, a maximum of 10 million shares of common stock are available for award as of December 31, 2020.

OIP Stock Options

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

The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards and the assumptions set forth in the table below. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:


OIP Weighted-Average Assumptions	2020		2019
Dividend yield	2.3	%	1.8	%
Expected volatility	23.0	%	21.1	%
Risk-free interest rate	1.2	%	1.6	%
Expected life of stock options granted during period (years)	6.0		6.1

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

The following table summarizes stock option activity for 2020 under the OIP:


OIP Stock Options	2020
	Number of Shares (in thousands)	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2020	1,367	$	66.06
Granted	1,052	$	53.50
Exercised	—	$	—
Forfeited/Expired	(147)	$	63.59
Outstanding at December 31, 2020	2,272	$	60.40	8.58	$	24,322
Exercisable at December 31, 2020	—	$	—	—	$	—


Additional Information about OIP Stock Options 1
In millions, except per share amounts	2020		2019
Weighted-average fair value per share of options granted	$	9.18	$	11.85
Total compensation expense for stock options plans	$	16	$	5
Related tax benefit	$	3	$	1

1.No awards have vested under the OIP as of December 31, 2020.

The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day of 2020 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year end.

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OIP Restricted Stock Units and Performance Deferred Stock

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

The Company grants PSUs to senior leadership under a subplan of the DuPont OIP. Vesting for PSUs granted is based upon achieving certain return on invested capital ("ROIC") targets and certain adjusted corporate net income annual growth targets, weighted evenly between the metrics and modified by a relative total shareholder return ("TSR") percentile ranking goal as compared to the S&P 500. Performance and payouts are determined independently for each metric. The actual award, delivered as DuPont common stock, can range from zero percent to two-hundred percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the TSR metric, is based upon the market price of the underlying common stock as of the grant date and estimated using a Monte Carlo simulation.

Nonvested awards of RSUs and PSUs are shown below.


OIP RSUs and PSUs	2020
	Number of Shares (in thousands)	Weighted Average Grant Date Fair Value (per share)
Nonvested at January 1, 2020	561	$	66.56
Granted	1,482	$	52.83
Vested	(38)	$	63.14
Forfeited	(106)	$	61.03
Nonvested at December 31, 2020	1,899	$	56.31

TDCC Plans

TDCC granted stock-based compensation to employees and non-employee directors in the form of stock incentive plans, which include stock options, RSUs and restricted stock. TDCC also provided stock-based compensation in the form of PSUs.

TDCC Valuation Methods and Assumptions

Effective with the first quarter of 2018 grant, TDCC began using the Black-Scholes option valuation model to estimate the fair value of stock options. TDCC used the Black-Scholes option valuation model for subscriptions to purchase shares under the ESPP. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:


TDCC Weighted-Average Assumptions 1	2018
Dividend yield	2.13	%
Expected volatility	23.34	%
Risk-free interest rate	2.83	%
Expected life of stock options granted during period (years)	6.2

1.No awards were granted by the Company out of the TDCC plan during 2019 and 2020.

The dividend yield assumption was equal to the dividend yield on the grant date, which reflected the most recent DowDuPont quarterly dividend payment of $0.38 per share in 2018. The expected volatility assumptions for the 2018 stock options were based on an equal weighting of the historical daily volatility for the expected term of the awards and current implied volatility from exchange-traded options. The risk-free interest rate was based on the U.S. Treasury strip rates over the expected life of the 2018 options. The expected life of stock options granted was based on an analysis of historical exercise patterns.

TDCC Stock Incentive Plan

TDCC previously granted equity awards under various plans (the "Prior Plans"). On February 9, 2012, TDCC's Board of Directors authorized The Dow Chemical Company 2012 Stock Incentive Plan (the "2012 Plan"), which was approved by stockholders at TDCC's annual meeting on May 10, 2012 ("Original Effective Date") and became effective on that date. On February 13, 2014, TDCC's Board of Directors adopted The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan (the "2012 Restated Plan"). The 2012 Restated Plan was approved by stockholders at TDCC's annual meeting on May 15, 2014, and became effective on that date. The Prior Plans were superseded by the 2012 Plan and the 2012 Restated Plan (collectively, the "2012 Plan"). Under the 2012 Plan, TDCC may grant options, RSUs, PSUs, restricted stock, stock appreciation rights and stock units to employees and non-employee directors until the tenth anniversary of the Original

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Effective Date, subject to an aggregate limit and annual individual limits. The terms of the grants are fixed at the grant date. TDCC's stock-based compensation programs were assumed by DowDuPont.

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

TDCC Stock Options

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

The following table summarizes stock option activity for 2020:


TDCC Stock Options	2020
	Number of Shares (in thousands)	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2020	689	$	58.21
Granted 1	—	$	—
Exercised	(84)	$	49.14
Forfeited/Expired	(10)	$	60.75
Outstanding at December 31, 2020	595	$	59.45	3.73	$	7,596
Exercisable at December 31, 2020	534	$	57.96	3.36	$	7,564

1.No awards were granted by the Company out of the TDCC plan during 2020.


Additional Information about TDCC Stock Options 1
In millions, except per share amounts	2020		2019		2018
Weighted-average fair value per share of options granted	$	—	$	—	$	15.38
Total compensation expense for stock options plans	$	—	$	1	$	68
Related tax benefit	$	—	$	—	$	15
Total amount of cash received from the exercise of options	$	4	$	2	$	112
Total intrinsic value of options exercised 2	$	1	$	1	$	160
Related tax benefit	$	—	$	—	$	36

1.No awards were granted by the Company out of the TDCC plan during 2019 and 2020.

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

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TDCC Restricted Stock Units

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


TDCC RSU Awards	2020
Shares in thousands	Shares	Grant Date Fair Value 1
Nonvested at January 1, 2020	336	$	81.12
Granted 2	—	$	—
Vested	(178)	$	85.49
Forfeited	(6)	$	75.97
Nonvested at December 31, 2020	152	$	74.24

Weighted-average per share.
No awards were granted by the Company out of the TDCC plan during 2020.


Additional Information about TDCC RSUs 1
In millions, except per share amounts	2020		2019		2018
Weighted-average fair value per share of RSUs granted	$	—	$	—	$	71.46
Total fair value of RSUs vested	$	15	$	1	$	382
Related tax benefit	$	3	$	—	$	86
Total compensation expense for RSU awards	$	3	$	4	$	144
Related tax benefit	$	1	$	1	$	32

1.No awards were granted out of the TDCC plan during 2019 and 2020.

In 2018, TDCC paid $45 million in cash, equal to the value of the stock award on the date of delivery, to certain executive employees to settle approximately 625,000 RSUs.

TDCC Performance Stock Units

TDCC granted performance stock units to certain employees. The grants vest when specified performance targets are attained, such as return on capital and relative total shareholder return, over a predetermined period, generally one year to three years. In November 2017, DowDuPont granted PSUs to senior leadership measured on the realization of cost savings in connection with cost synergy commitments, as well as the Company’s ability to complete the DWDP Distributions. Performance and payouts are determined independently for each metric. Compensation expense related to PSU awards is recognized over the lesser of the service or performance period. Changes in the fair value of liability instruments are recognized as compensation expense each quarter. In the year ended December 31, 2018, the Company recognized $12 million and $3 million of compensation expense and related income tax benefit, respectively, for the TDCC PSUs.

The following table shows the PSU awards granted:


TDCC PSU Awards		Target Shares Granted 1	Grant Date Fair Value 2
Shares in thousands
Year	Performance Period

2017	Sep 1, 2017 - Aug 31, 2019	232	$	71.16
2017 3	Jan 1, 2017 - Dec 31, 2019	1,728	$	81.99

At the end of the performance period, the actual number of shares issued can range from zero to 200 percent of the target shares granted.
Weighted-average per share.
Converted to RSU awards at Conversion Date.

TDCC Restricted Stock

Under the 2012 Plan, TDCC had the option to grant shares (including options, stock appreciation rights, stock units and restricted stock) to non-employee directors over the 10-year duration of the program, subject to the plan's aggregate limit as well as annual individual limits. The restricted stock issued under this plan cannot be sold, assigned, pledged or otherwise transferred by the non-employee director, until retirement or termination of service to TDCC. In the year ended December 31, 2018, the Company issued 36 thousand shares with a weighted average fair value of $62.82. No awards were granted out of the TDCC plan during 2019 or 2020.

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EID Plans

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

EID Equity Incentive Plan

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

EID Stock Options

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

EID used the Black-Scholes option pricing model to determine the fair value of stock option awards and the assumptions set forth in the table below. The weighted-average grant-date fair value of options granted for the years ended December 31, 2019 and 2018 was $15.69 and $15.46, respectively. There were no options granted out of the EID EIP in 2020. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:


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

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

The following table summarizes stock option activity for 2020 under EID's EIP:


EID Stock Options	2020
	Number of Shares (in thousands)	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2020	5,661	$	67.60
Granted	—	$	—
Exercised	(526)	$	47.93
Forfeited/Expired	(111)	$	65.51
Canceled and assigned	—	$	—
Outstanding at December 31, 2020	5,024	$	69.71	4.29	$	7,101
Exercisable at December 31, 2020	4,323	$	69.05	3.94	$	7,052

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EID RSUs and PSUs

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

EID granted PSUs to senior leadership. Upon a change in control, EID's EIP provisions required PSUs to be converted into RSUs based on the number of PSUs that would vest by assuming that target levels of performance are achieved. Service requirements for vesting in the RSUs replicate those inherent in the exchanged PSUs. In accordance with the DWDP Merger Agreement, PSUs converted to RSU awards based on an assessment of the underlying market conditions in the PSUs at the greater of target or actual performance levels as of the closing date. As the actual performance levels were not in excess of target as of the closing date, all PSUs converted to RSUs based on target and there was no incremental benefit from the DWDP Merger Agreement when compared with EID’s EIP.

In November 2017, DowDuPont granted PSUs to senior leadership that vest partially based on the realization of cost savings in connection with cost synergy commitments, as well as DowDuPont’s ability to complete the DWDP Distributions. Performance and payouts are determined independently for each metric. The actual award, delivered in DowDuPont Common Stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant date fair value of the PSUs granted in November 2017 of $71.16 was based upon the market price of the underlying common stock as of the grant date. There were no PSUs granted in the years ended December 31, 2020, 2019 and 2018.

Nonvested awards of RSUs are shown below.


EID RSUs	2020
Shares in thousands	Shares	Grant Date Fair Value 1
Nonvested at January 1, 2020	1,700	$	74.14
Granted	—	$	—
Vested	(783)	$	77.27
Forfeited	(17)	$	75.64
Nonvested at December 31, 2020	900	$	71.44

Weighted-average per share.

The weighted average grant-date fair value of stock units granted during 2019 and 2018 was $70.69 and $70.37, respectively. There were no RSUs granted out of the EID EIP in 2020.

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NOTE 21 - FINANCIAL INSTRUMENTS

The following table summarizes the fair value of financial instruments at December 31, 2020 and December 31, 2019:


Fair Value of Financial Instruments	December 31, 2020								December 31, 2019
In millions	Cost		Gain		Loss		Fair Value		Cost		Gain		Loss		Fair Value
Cash equivalents 1	$	1,105	$	—	$	—	$	1,105	$	417	$	—	$	—	$	417
Restricted cash equivalents 2	$	6,231	$	—	$	—	$	6,231	$	37	$	—	$	—	$	37


Total cash and restricted cash equivalents	$	7,336	$	—	$	—	$	7,336	$	454	$	—	$	—	$	454
Long-term debt including debt due within one year	$	(21,811)	$	—	$	(3,042)	$	(24,853)	$	(15,618)	$	—	$	(1,633)	$	(17,251)
Derivatives relating to:
Foreign currency 3	—		4		(13)		(9)		—		6		(7)		(1)
Total derivatives	$	—	$	4	$	(13)	$	(9)	$	—	$	6	$	(7)	$	(1)

1.Represents held-to-maturity securities (primarily time deposits and money market funds) classified as cash equivalents, as these securities had maturities of three months or less at the time of purchase.

2.Includes $25 million of restricted cash classified as "Other current assets" and $6.2 billion classified as "Restricted cash" in the Consolidated Balance Sheets at December 31, 2020. See Note 6 for more information on Restricted Cash.

Presented net of cash collateral where master netting arrangements allow.

Derivative Instruments

Objectives and Strategies for Holding Derivative Instruments

In the ordinary course of business, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks. The Company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.

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

The Company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The Company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.

The notional amounts of the Company's derivative instruments were as follows:


Notional Amounts	December 31, 2020		December 31, 2019
In millions
Derivatives not designated as hedging instruments:
Foreign currency contracts 1	$	(304)	$	26
Commodity contracts	$	7	$	11

1.Presented net of contracts bought and sold.

Derivatives not Designated in Hedging Relationships

Foreign Currency Contracts

The Company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The Company also uses foreign currency exchange contracts to offset a portion of the Company's exposure to certain foreign currency-denominated revenues so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated revenues.

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Commodity Contracts

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

Fair Value of Derivative Instruments

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


Fair Value of Derivative Instruments at December 31, 2020
In millions	Balance Sheet Classification	Gross		Counterparty and Cash Collateral Netting 1		Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	13		(9)		4
Total asset derivatives		$	13	$	(9)	$	4

Liability derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Accrued and other current liabilities	$	22	$	(9)	$	13
Total liability derivatives		$	22	$	(9)	$	13


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

Liability derivatives:
Derivatives not designated as hedging instruments:
Foreign currency contracts	Accrued and other current liabilities	$	17	$	(10)	$	7
Total liability derivatives		$	17	$	(10)	$	7

1.Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.

Effect of Derivative Instruments

Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities. The amount charged on a pretax basis related to foreign currency derivatives not designated as a hedge, which was included in “Sundry income (expense) - net” in the Consolidated Statements of Operations, was a loss of $1 million for the year ended December 31, 2020 ($62 million loss for the year ended December 31, 2019 and $94 million gain for the year ended December 31, 2018). The income statement effects of other derivatives were immaterial.

Reclassification from AOCL

The Company does not expect to reclassify gains losses related to foreign currency contracts from AOCL to income within the next 12 months and there are currently no such amounts included within AOCL.

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NOTE 22 - FAIR VALUE MEASUREMENTS

Fair Value Measurements on a Recurring Basis

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


Basis of Fair Value Measurements on a Recurring Basis at December 31, 2020	Significant Other Observable Inputs (Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1	$	7,336
Derivatives relating to: 2
Foreign currency contracts	13
Total assets at fair value	$	7,349
Liabilities at fair value:
Long-term debt including debt due within one year 3	$	24,853
Derivatives relating to: 2
Foreign currency contracts	22
Total liabilities at fair value	$	24,875

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

See Note 21 for the classification of derivatives in the Consolidated Balance Sheets.
Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.


Basis of Fair Value Measurements on a Recurring Basis at December 31, 2019	Significant Other Observable Inputs (Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1	$	454

Derivatives relating to: 2
Foreign currency contracts	16
Total assets at fair value	$	470
Liabilities at fair value:
Long-term debt including debt due within one year 3	$	17,251
Derivatives relating to: 2
Foreign currency contracts	17
Total liabilities at fair value	$	17,268

See Note 21 for the classification of derivatives in the Consolidated Balance Sheets.
Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

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

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

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

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There were no transfers between Levels 1 and 2 during the year ended December 31, 2020 and December 31, 2019.

Fair Value Measurements on a Nonrecurring Basis

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


Basis of Fair Value Measurements on a Nonrecurring Basis	Significant Other Unobservable Inputs (Level 3)		Total Losses
In millions
2020
Assets at fair value:
Long-lived assets, intangible assets, and other assets	$	447	$	(661)
2019
Assets at fair value:
Long-lived assets and other assets, and equity method investments	$	3	$	(63)
2018
Assets at fair value:
Long-lived assets and other assets	$	—	$	(32)

2020 Fair Value Measurements on a Nonrecurring Basis

During the third quarter of 2020, the Company recorded impairment charges related to indefinite-lived intangible assets and long-lived assets within the Non-Core segment. These impairment analyses were performed using Level 3 inputs within the fair value hierarchy. See Notes 3, 5, and 13 for further discussion.

During the second quarter of 2020, the Company recorded impairment charges related to indefinite-lived intangible assets within the Transportation & Industrial segment. See Notes 5 and 13 for further discussion of these fair value measurements.

During the first quarter of 2020, the Company recorded impairment charges related to long-lived assets within the Non-Core segment. See Notes 5 for further discussion of these fair value measurements.

2019 Fair Value Measurements on a Nonrecurring Basis

The Internal SP Distribution served as a triggering event to assess equity method investments for impairment. The Company recorded an other-than-temporary impairment, classified as Level 3 measurements, on an equity method investment during the second quarter of 2019. The impairment charge of $63 million was recorded in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations. See Note 5 for further discussion of these fair value measurements.

2018 Fair Value Measurements on a Nonrecurring Basis

The Company has or will shut down a number of manufacturing, R&D, other non-manufacturing facilities and corporate facilities around the world as part of its restructuring programs. Certain inventory, corporate facilities and manufacturing facilities and related assets, were written down to zero. The related charge totaled $32 million for the year ended December 31, 2018, and was included in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations. See Note 5 for additional information on the Company's restructuring activities.

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NOTE 23 - SEGMENTS AND GEOGRAPHIC REGIONS

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

In the first quarter of 2020, in preparation for the N&B Transaction, DuPont changed its management and reporting structure to realign costs associated with its polysaccharides pre-commercial activities from the Non-Core segment to the N&B segment. The reporting changes have been retrospectively reflected in the segment results for all periods presented.

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

Prior to April 1, 2019, the Company's measure of profit / loss for segment reporting purposes is pro forma Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assessed performance and allocates resources. The Company defines pro forma Operating EBITDA as pro forma earnings (i.e. pro forma "Income (loss) from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB / charges, and foreign exchange gains/losses, excluding the impact of costs historically allocated to the materials science and agriculture businesses that did not meet the criteria to be recorded as discontinued operations and adjusted for significant items. Effective April 1, 2019, the Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, adjusted for significant items. Reconciliations of these measures are provided on the following pages.

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

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”). These changes result in the following:

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

In addition, the following name changes will occur:

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.

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


Net Trade Revenue by Geographic Region	2020		2019		2018
In millions
United States	$	6,073	$	6,688	$	6,764
Canada	403		434		465
EMEA 1	4,572		5,027		5,610
Asia Pacific 2	8,234		8,113		8,458
Latin America	1,115		1,250		1,297
Total	$	20,397	$	21,512	$	22,594

1.Europe, Middle East and Africa.

Net sales attributed to China/Hong Kong, for the years ended December 31, 2020, 2019, and 2018 were $3,670 million, $3,515 million, and $3,604 million, respectively.


Long-lived Assets by Geographic Region	December 31,
In millions	2020		2019		2018
United States	$	5,185	$	5,583	$	5,506
Canada	72		69		56
EMEA 1	3,086		2,809		2,715
Asia Pacific	1,486		1,525		1,494
Latin America	156		157		146
Total	$	9,985	$	10,143	$	9,917

1.Europe, Middle East and Africa.

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Segment Information	Elect. & Imaging		Nutrition & Biosciences		Transp. & Industrial		Safety & Const.		Non-Core		Corporate		Total
In millions
For the Year Ended December 31, 2020
Net sales	$	3,814	$	6,059	$	4,189	$	4,993	$	1,342	$	—	$	20,397
Operating EBITDA 1	1,210		1,523		916		1,351		168		(126)		5,042
Equity in earnings of nonconsolidated affiliates	35		4		4		26		122		—		191
Restructuring and asset related charges - net 2	7		7		33		48		643		111		849
Depreciation and amortization	338		1,732		417		497		107		3		3,094
Assets of continuing operations	11,877		20,643		11,515		15,054		1,027		9,978		70,094
Investment in nonconsolidated affiliates	505		29		66		315		3		—		918
Capital expenditures	264		250		185		312		35		—		1,046
For the Year Ended December 31, 2019
Net sales	$	3,554	$	6,076	$	4,950	$	5,201	$	1,731	$	—	$	21,512
Pro forma operating EBITDA 1	1,147		1,406		1,313		1,419		512		(157)		5,640
Equity in earnings (losses) of nonconsolidated affiliates 3	24		(1)		4		27		258		—		312
Restructuring and asset related charges - net 2	47		122		19		32		—		94		314
Depreciation and amortization	339		675		423		503		127		(1)		2,066
Assets of continuing operations	12,042		21,555		14,336		15,060		3,736		2,620		69,349
Investment in nonconsolidated affiliates	510		34		75		326		259		—		1,204
Capital expenditures	273		393		275		415		64		—		1,420
For the Year Ended December 31, 2018
Net sales	$	3,635	$	6,216	$	5,422	$	5,294	$	2,027	$	—	$	22,594
Pro forma operating EBITDA 1	1,210		1,420		1,518		1,283		702		(228)		5,905
Equity in earnings (losses) of nonconsolidated affiliates	23		(1)		1		24		400		—		447
Restructuring asset related charges - net 2	2		29		2		24		(12)		102		147
Depreciation and amortization	390		643		456		549		124		8		2,170
Assets of continuing operations	12,212		22,717		14,363		14,749		4,365		9,174		77,580
Investment in nonconsolidated affiliates	519		103		75		328		720		—		1,745
Capital expenditures	258		475		226		362		75		—		1,396

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

2.See Note 5 for information regarding the Company's restructuring programs and asset related charges.

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


Segment Information Reconciliation to Consolidated Financial Statements	Segment Totals		Corteva Distribution		Dow Distribution		Other 1		Total
In millions
For the Year Ended December 31, 2020
Capital expenditures	$	1,046	$	—	$	—	$	148	$	1,194
Depreciation and amortization	$	3,094	$	—	$	—	$	—	$	3,094
For the Year Ended December 31, 2019
Capital expenditures	$	1,420	$	252	$	426	$	374	$	2,472
Depreciation and amortization	$	2,066	$	385	$	744	$	—	$	3,195
For the Year Ended December 31, 2018
Capital expenditures	$	1,396	$	614	$	2,055	$	(228)	$	3,837
Depreciation and amortization	$	2,170	$	913	$	2,835	$	—	$	5,918

1.Reflects the incremental cash spent or unpaid on capital expenditures; total capital expenditures are presented on a cash basis.

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Total Asset Reconciliation at December 31,	2020		2019		2018
In millions
Assets of continuing operations	$	70,094	$	69,349	$	77,580
Assets held for sale / Assets of discontinued operations	810		—		110,275
Total assets	$	70,904	$	69,349	$	187,855


Reconciliation of "(Loss) Income from continuing operations, net of tax" to Pro Forma Operating EBITDA		2020		2019		2018
In millions
(Loss) Income from continuing operations, net of tax		$	(2,874)	$	(614)	$	405
+	Provision for income taxes on continuing operations	(23)		140		195
(Loss) Income from continuing operations before income taxes		$	(2,897)	$	(474)	$	600
+	Pro forma adjustments 1	—		122		(210)
+	Depreciation and amortization	3,094		2,066		2,170
-	Interest income 2	10		55		39
+	Interest expense 3, 4	674		697		684
-	Non-operating pension/OPEB benefit 2	32		74		96
-	Foreign exchange losses, net 2, 5	(56)		(110)		(43)
+	Costs historically allocated to the materials science and agriculture businesses 6	—		256		1,044
-	Significant items 7	(4,157)		(2,992)		(1,709)
Operating EBITDA		$	5,042	$	5,640	$	5,905

1.For the years ended December 31, 2019 and 2018, operating EBITDA is on a pro forma basis. The pro forma adjustment reflects the net pro forma impact of items directly attributable to the DWDP Transactions, as applicable.

Included in "Sundry income (expense) - net."
The year ended December 31, 2020 excludes N&B financing activity. Refer to details of significant items below.
The years ended December 31, 2019 and 2018 are presented on a pro forma basis giving effect to the DWDP Financings.
Excludes a $50 million pretax foreign exchange loss significant item related to adjustments to EID's foreign currency exchange contracts as a result of U.S. tax reform for the year ended December 31, 2018.
Costs previously allocated to the materials science and agriculture businesses that did not meet the definition of expenses related to discontinued operations in accordance with ASC 205.
The significant items for the year ended December 31, 2020 are presented on an as reported basis. The significant items for the years ended December 31, 2019 and 2018 are presented on a pro forma basis.

The significant items for the year ended December 31, 2020 are presented on an as reported basis. The significant items for the years ended December 31, 2019 and 2018 are presented on a pro forma basis. The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA and pro forma Operating EBITDA above:


Significant Items by Segment for the Year Ended December 31, 2020	Elect. & Imaging		Nutrition & Biosciences		Transp. & Industrial		Safety & Construction		Non-Core		Corporate		Total
In millions
Integration and separation costs 1	$	—	$	—	$	—	$	—	$	—	$	(594)	$	(594)
Restructuring and asset related charges - net 2	(7)		(7)		(12)		(48)		(3)		(111)		(188)
Goodwill impairment charges 3	—		—		(2,498)		—		(716)		—		(3,214)
Asset impairment charges 3, 4	—		—		(21)		—		(640)		—		(661)
Gain on divestiture 5	197		—		—		—		396		—		593
N&B financing fee amortization 6	—		—		—		—		—		(93)		(93)
Total	$	190	$	(7)	$	(2,531)	$	(48)	$	(963)	$	(798)	$	(4,157)

Integration and separation costs related to the post-DWDP Merger integration and the separation of the N&B Business.
Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.
See Note 13 for additional information.
See Note 5 for additional information.
Refer to Note 3 for additional information.
Represents interest expense, net related to the N&B Notes Offering as well as the financing fee amortization related to the separation of the N&B Business.

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Significant Items by Segment for the Year Ended December 31, 2019 (Pro Forma)	Elect. & Imaging		Nutrition & Biosciences		Transp. & Industrial		Safety & Construction		Non-Core		Corporate		Total
In millions
Integration and separation costs 1	$	—	$	—	$	—	$	—	$	—	$	(1,169)	$	(1,169)
Restructuring and asset related charges - net 2	(47)		(59)		(19)		(32)		(4)		(94)		(255)
Goodwill impairment charges 3	—		(933)		—		—		(242)		—		(1,175)
Asset impairment charges	—		(63)		—		—		—		—		(63)
Net charge related to a joint venture 4	—		—		—		—		(208)		—		(208)
Income tax related items 5	—		—		—		(48)		—		(74)		(122)
Total	$	(47)	$	(1,055)	$	(19)	$	(80)	$	(454)	$	(1,337)	$	(2,992)

1.Integration and separation costs related to the DWDP Merger, post-DWDP Merger integration, the DWDP Distributions and business separation activities.

Includes Board approved restructuring plans and asset related charges, which include other asset impairments. See Note 5 for additional information.
See Note 13 for additional information.
Reflects the Company’s share of net charges related to its investment in the HSC Group, consisting of $456 million in asset impairment charges, primarily fixed assets, partially offset by benefits associated with certain customer contract settlements of $248 million deemed non-recurring in nature.
Includes a $48 million charge which reflects a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement and a $74 million charge related to tax indemnifications, primarily associated with an adjustment to a one-time transition tax liability required by the Tax Cuts and Jobs Act of 2017, which were recorded in accordance with the Amended and Restated Tax Matters Agreement. Both charges were recorded in "Sundry income (expense) - net" in the Consolidated Statements of Operations.


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

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

Reflected in "Sundry income (expense) - net."
Integration and separation costs related to the DWDP Merger, post-DWDP Merger integration and the DWDP Distributions.
Includes Board approved restructuring plans and asset related charges, which includes other asset impairments. See Note 5 for additional information.
Includes a foreign exchange loss related to adjustments to EID's foreign currency exchange contracts as a result of U.S. tax reform.

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NOTE 24 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


Selected Quarterly Financial Data	Three Months Ended December 31,
In millions, except per share amounts (Unaudited)	2020		2019
Net sales	$	5,252	$	5,204
Cost of sales	$	3,521	$	3,408
Amortization of intangibles	$	528	$	295
Restructuring and asset related charges - net 1	$	42	$	24
Integration and separation costs	$	125	$	193
Income from continuing operations, net of tax 2	$	279	$	191
Loss from discontinued operations, net of tax	$	(49)	$	(3)
Net income	$	230	$	188
Net income available for DuPont common shareholders	$	222	$	176
Earnings per common share from continuing operations - basic	$	0.37	$	0.24
(Loss) Earnings per common share from discontinued operations - basic	$	(0.07)	$	—
Earnings per common share from continuing operations - diluted	$	0.37	$	0.24
(Loss) Earnings per common share from discontinued operations - diluted	$	(0.07)	$	—
Dividends declared per share of common stock	$	0.30	$	0.30

1.See Note 5 for additional information.

See Notes 3, 5, and 23 for information on additional items impacting "Income (loss) from continuing operations, net of tax." The fourth quarter of 2020 included integration and separation costs, restructuring charges, and an income tax item. The fourth quarter of 2019 included integration and separation costs, restructuring charges, an income tax item, and a net charge related to a joint venture.

NOTE 25 - SUBSEQUENT EVENTS

Closing of the Exchange Offer and N&B Merger

On February 1, 2021, DuPont completed the separation and distribution of the N&B Business, and merger of 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 N&B Transaction was subject to IFF shareholder approval, customary regulatory approvals, tax authority rulings including a favorable private letter ruling from the U.S. Internal Revenue Service which confirms the N&B Transaction to be free of U.S. federal income tax, and expiration of the public exchange offer. DuPont does not have an ownership interest in IFF as a result of the N&B Transaction.

In the Exchange Offer, DuPont accepted approximately 197.4 million shares of its common stock in exchange for about 141.7 million shares of N&B Common Stock. As a result, DuPont reduced its common stock outstanding by 197.4 million shares of DuPont Common Stock. 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, based on the terms of the N&B Merger Agreement. In connection with and in accordance with the terms of the N&B Transaction, prior to consummation of the Exchange Offer and the N&B Merger, DuPont received a one-time cash payment of approximately $7.3 billion, (the "Special Cash Payment"). The Special Cash Payment is subject to post-closing adjustment pursuant to the terms of the Separation Agreement.

At December 31, 2020, the N&B Business represented approximately 30 percent of the Company's assets and net sales. Beginning with the Company's first quarterly report on Form 10-Q for the period ended March 31, 2021, the N&B Business will be reflected in the Company's historical financial statements as discontinued operations, including for periods prior to the consummation of the N&B Transaction.

N&B Transaction Agreements

In connection with the N&B Transaction, effective December 15, 2019, the Company, as previously discussed, entered into the following agreements:

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A Separation and Distribution Agreement, subsequently amended and joined by Neptune Merger Sub II LLC, a subsidiary of IFF on January 22, 2021, and as amended further on February 1, 2021 (as amended, the “N&B Separation and Distribution Agreement”) with N&B and IFF, which, among other things, governs the separation of the N&B Business from DuPont and certain other post-closing obligations between DuPont and N&B related thereto;

◦An Agreement and Plan of Merger, (the “N&B Merger Agreement”) with N&B, IFF and Neptune Merger Sub I Inc., governing the N&B Merger and related matters; and

◦An Employee Matters Agreement, subsequently amended on January 22, 2021, (as amended, the “N&B Employee Matters Agreement Agreement”), with N&B and IFF, which, among other things, allocates among the parties the pre- and post-closing liabilities in respect of the current and former employees of the N&B Business (including liabilities in respect of employee compensation and benefit plans).

In connection with the closing of the N&B Transaction, and effective February 1, 2021, the Company entered into the following agreements:

DuPont, N&B and IFF entered into a Tax Matters Agreement (the “N&B Tax Matters Agreement”), which 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, the preservation of the expected tax-free status of the transactions contemplated by the Separation Agreement, and other matters regarding taxes; and
DuPont, N&B and certain of their subsidiaries entered into an Intellectual Property Cross-License Agreement (the “N&B IP Cross-License Agreement”). The IP Cross-License Agreement sets forth the terms and conditions under which the applicable parties may use in their respective businesses certain know-how (including trade secrets), copyrights, design rights, software, and patents, allocated to another party pursuant to the Separation Agreement, and pursuant to which N&B may use certain standards retained by DuPont. All licenses under the IP Cross-License Agreement are non-exclusive, worldwide, and royalty-free.

Financing Transactions

As discussed in Note 14, the net proceeds of approximately $6.2 billion from the N&B Notes Offering were deposited into an escrow account and at December 31, 2020 were reflected as restricted cash in the Company’s consolidated financial statements. On February 1, 2021, N&B borrowed $1.25 billion under the N&B Term Loan. The proceeds from the N&B Notes Offering and the N&B Term Loan were used to fund the Special Cash Payment of approximately $7.3 billion and to pay the related financing fees and expenses. The obligations and liabilities of $6.2 billion associated with the N&B Notes Offering were separated from the Company on February 1, 2021 upon consummation of the N&B Transaction.

On February 1, 2021, the Company terminated its fully drawn $3 billion Term Loan Facilities. The termination triggered the repayment of the aggregate outstanding principal amount of $3 billion, plus accrued and unpaid interest through and including January 31, 2021. The Company funded the repayment with proceeds from the Special Cash Payment.

The special mandatory redemption feature of the May Debt Offering was triggered upon consummation of the N&B Transaction. The Company intends to use proceeds from the Special Cash Payment to redeem the May 2020 Notes in full together with unpaid interest in May 2021.

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