DuPont de Nemours (DD) 10-K risk factor changes: FY2021 vs FY2020

Risks Relating to the [added: In-Scope M&M Divestiture Process,] N&B Transaction and the Dow and Corteva Distributions

The separation and combination of DuPont’s Nutrition & Biosciences business with IFF could result in [added: a] significant tax liability to DuPont.

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

DuPont [removed: has] [added: received an opinion of counsel and] also obtained a private letter ruling from the [removed: IRS] [added: Internal Revenue Service (the "IRS")] regarding certain matters impacting the U.S. federal income tax treatment of the [added: separation and transfer by DuPont of its] N&B [removed: Contribution,] [added: Business (the “N&B Contribution”),] N&B Distribution, Special Cash Payment and certain related transactions.

If the N&B Contribution and N&B Distribution failed to qualify for the treatment described above, DuPont would be required to generally recognize [added: a] taxable gain on the transactions and stockholders of DuPont who receive N&B Common Stock (and subsequently, IFF Common Stock) would be subject to tax on their receipt of the N&B Common Stock.

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

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

If Dow or Corteva are unable to pay any prior period taxes for which it is responsible, however, DuPont could be required to [removed: pay the entire amount of such taxes, and such amounts could be significant.]

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

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

Even if DuPont ultimately succeeds in recovering from Dow and/or Corteva, as applicable, any amounts for which DuPont [removed: are] [added: is] held liable, DuPont may be temporarily required to bear these losses.

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

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

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

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

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

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

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

The Company’s business and financial condition, and the business and financial condition of the company’s customers and suppliers, have been [added: and continue to be] impacted by the significantly increased [removed: economic] [added: economic, supply] and demand uncertainties created by the COVID-19 outbreak.

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

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

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

DuPont is unable to predict the extent of COVID-19 related impacts on its business, results of operations, access to sources of liquidity and financial condition which depends on highly uncertain and unpredictable future developments, including, but not limited to, the duration and spread of the COVID-19 outbreak, its severity, the [added: emergence of new variants,] actions [removed: to contain] [added: taken in response,] the [removed: virus or treat its impact,] [added: efficacy] and [added: availability of vaccines, and] how quickly and to what extent normal economic and operating conditions resume.

[removed: DuPont] [added: DuPont, when necessary,] is taking actions, including reducing costs, restructuring actions, and delaying certain capital expenditures and non-essential spend.

[removed: After] [added: There can be no guaranty that such actions will significantly mitigate] the [added: impact of] COVID-19 [removed: outbreak has subsided, DuPont] [added: on the company’s business, results of operations, access to sources of liquidity or financial condition and the Company] may [added: continue to] experience materially adverse impacts to its business, results of operations and financial condition as a result of related global economic impacts, including [removed: any recession] [added: inflationary pressures] that [removed: has] [added: have] occurred [removed: or] [added: and] may [added: continue to] occur in the future.

Supply chain [added: and operational] disruptions and volatility in energy and raw material costs could [removed: have a significant] [added: significantly increase costs and expenses and adversely] impact [removed: on] the Company’s sales and earnings.

The Company’s manufacturing processes [added: and operations] depend on the continued availability of energy and raw materials, the costs of which are subject to worldwide supply and demand as well as other factors beyond the Company’s control, including potential legislation to address climate change by reducing greenhouse gas emissions, creating a carbon tax or implementing a cap and trade program which could create increases in [removed: energy] costs and price volatility.

Supply chain disruptions, plant and/or power outages, labor [removed: disputes] [added: shortages] and/or strikes, geo-political activity, weather events and natural disasters, including hurricanes or flooding that impact coastal regions, and global health risks or pandemics could seriously harm the Company’s operations as well as the operations of the Company’s customers and suppliers.

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

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

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

As these threats continue to evolve, particularly around cybersecurity, DuPont may be required to expend significant [added: resources to enhance the Company’s control environment, processes, practices and other protective measures.]

Intellectual property rights, including patents, trade secrets, know-how and [removed: other] confidential information, trademarks, tradenames and [removed: other forms of] trade dress, are important to the Company’s business.

DuPont endeavors to protect the Company’s [added: business, products and processes by obtaining and enforcing] intellectual property rights [removed: in jurisdictions in which] [added: under] the [removed: Company’s products are produced or used and in] [added: intellectual property laws of certain] jurisdictions [removed: into which] [added: around] the [removed: Company’s products are imported.][added: world.]

[removed: Further, changes] [added: However, DuPont may be unable to obtain or enforce its intellectual property rights] in [added: key jurisdictions for various reasons including] government policies and regulations, [added: and changes in such policies and regulations,] including changes made in reaction to pressure from non-governmental organizations, or the public generally, [added: which] could impact the extent of intellectual property protection afforded by such jurisdictions.

DuPont has designed and implemented internal controls intended to restrict access to and [removed: distribution] [added: unauthorized use] of the Company’s [removed: intellectual property.][added: confidential information and trade secrets.]

Despite these precautions, the Company’s [removed: intellectual property is] [added: confidential information and trade secrets are] vulnerable to unauthorized access [added: and use] through employee error or actions, theft [removed: and] [added: by employees or third parties,] cybersecurity [removed: incidents,] [added: incidents] and other security breaches.

When unauthorized access and use [removed: or counterfeit products are] [added: is] discovered, DuPont considers the matter for report to governmental authorities for investigation, as appropriate, and takes measures [added: intended] to mitigate any potential [removed: impact.][added: impact and to stop unauthorized access.]

[removed: At] [added: In accordance with US GAAP, at] least annually, DuPont must assess both goodwill and indefinite-lived intangible assets for impairment.

[removed: As a result] [added: Since certain] of the [removed: DWDP Merger and] [added: Company's assets, especially those] related [removed: acquisition method of accounting, EID’s assets] [added: to the Materials & Mobility] and [removed: liabilities were measured at fair value,] [added: Water & Protection segments] and [removed: any declines] [added: those carried at Corporate at December 31, 2021 are heritage EID, declines, if any,] in projected cash flows could have a material, negative impact on the fair value of the Company’s reporting units and assets.

The timing and outcome of the In-Scope M&M Divestiture Process is subject to risk and uncertainties.

The outcome of the In-Scope M&M Divestiture Process, including the entry into a definitive agreement to effect a disposition of the In-Scope M&M Businesses, is subject to approval of the DuPont Board of Directors.

There can be no assurance that the Company can satisfy any conditions to closing, which would include obtaining any necessary approvals, including regulatory approvals; or will realize the expected benefits in connection with such a disposition, if any.

In addition, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, could impact the value, timing or pursuit of any disposition of the In-Scope M&M Businesses.

While DuPont is engaged in certain internal reorganization activities to separate the In-Scope M&M Business into separate subsidiaries and to align such subsidiaries for possible disposition in a tax-efficient manner, it is expected that such a disposition would result in a taxable transaction for the Company.

pay the entire amount of such taxes, and such amounts could be significant.

Payments pursuant to these indemnities may be significant and could negatively impact the Company’s business.

At December 31, 2021, the Company has recorded an indemnification liability related to Stray Liabilities.

The Company recognizes an indemnification liability when a loss is reasonably probable and can be reasonably estimated.

While the Company has established processes and controls over the information to support its accounting for indemnification liabilities with each of Corteva and Dow, the Company is reliant on the accuracy, transparency, completeness and timeliness of information from the applicable party, either Corteva or Dow, that retains direct liability for the underlying matter.

Estimating indemnified costs of environmental remediation and compliance activities is particularly difficult since such activities are dependent on the nature of and activity at specific sites; new and evolving analytical, operating and remediation technologies and techniques; agreed action plans; changes in environmental regulations; permissible levels of specific compounds in water, air or soil; enforcement theories and policies, including efforts to recover natural resource damages; and the presence and financial viability of other potentially responsible parties.

At December 31, 2021, the Company had recorded indemnification assets related to various Stray Liabilities and other matters.

in accordance with the relative equity values of the Company and Corteva on the first full trading day following the distribution of Corteva.

Furthermore, COVID-19 continues to adversely impact the broader global economy, including negatively impacting economic

Operational changes and transition to renewable energy sources to meet country, NGO and corporate-level net-zero GHG emissions pledges and related decarbonization technology investments, may require the Company to make significant capital investments, re-qualify its products with certain suppliers, as well as meet additional regulatory and compliance requirements and could result in higher cost and expenses.

Climate change increases the frequency and severity of potential supply chain and operational disruptions from weather events and natural disasters.

The chronic physical impacts associated with climate change, for example, increased temperatures, changes in weather patterns and rising sea levels, could significantly increase costs and expenses and create additional supply chain and operational disruption risks.

The processing and storage of personal information is increasingly subject to privacy and data security regulations, and many such regulations are country-specific.

The interpretation and application of data protection laws in the U.S., Europe, including the EU General Data Protection Regulation, Asia Pacific, Latin America, and elsewhere are uncertain, evolving and may be inconsistent among jurisdictions.

Violations of these laws could result in criminal or civil sanctions and even the mere

allegation of such violations, could harm the Company’s ability to do business, its results of operations, financial position and reputation.

Some of the Company’s systems use open source software, which can create additional risks, including potential security vulnerabilities.

DuPont has engaged and expects to continue to engage in merger & acquisition activity.

As part of preparatory and post-closing integration activities, the Company: (i) conducts a cybersecurity risk threat assessment and when evidence of a breach is uncovered, conducts additional due diligence; (ii) based on the assessment, the Company develops and implements risk mitigation plans if needed and brings the acquisition under the Company’s cyber-attack/breach detection and response programs; and (iii) conducts an internal controls risk and compliance assessment and creates responsive action plans as needed to mitigate and remediate identified weaknesses in the control environment.

In connection with completed acquisitions, DuPont has recorded goodwill and other intangible assets on our balance sheet.

As a result of the DWDP Merger and related acquisition method of accounting, EID’s assets and liabilities were remeasured and DowDuPont recognized them at fair value.

Where DuPont utilizes discounted cash flow methodologies in determining fair values, significant negative industry or economic trends, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant change or planned changes in use of our assets, changes in the structure of our business, divestitures, market capitalization declines or increases in associated discount rates may impair our goodwill and other intangible assets.

Demand for product offerings that are less carbon-intensive and help customers reduce GHG emissions is expected to continue to increase, driven by end-user and customer demand, investor preference, and government legislative and market- and product-specific actions in response to risks created by climate change.

Failure to timely react to these trends and manage the Company’s product portfolio and innovation activities responsively could decrease the competitiveness of the Company’s products and result in the de-selection of the Company as a partner of choice.

In addition, the failure to set and make progress, commensurate with relevant market competitors, toward the Company’s ESG goals, could harm the Company’s reputation, and its ability to compete and to attract top talent, and could result in increased investor activism.

The Company may be required to increase salary and/or benefits to attract top performers which could significantly increase the Company costs and results of operations.

Regulatory standards and trial procedures are continuously changing in response to technological developments, changes in legislation, and governmental, NGO and societal demands for increasing levels of product safety and environmental protection.

Changes in tax rates, adoption of new tax legislation and the distribution of income among the various jurisdictions in which the Company operates, could adversely impact DuPont’s results of operations.

Given the unpredictability of possible further changes to and the potential interdependency of the United States or foreign tax laws and regulations, it is difficult to predict the cumulative effect of such tax laws and regulations on DuPont’s results of operations.

The Company’s business, results of operations and reputation could be harmed by improper conduct by its employees, agents or business partners.

DuPont is required to comply with numerous U.S. and non-U.S. laws and regulations including those related to anti-corruption, anti-bribery, global trade, trade sanctions, anti-trust, anti-money laundering laws, anti-slavery and human rights.

The Company’s policies mandate compliance with these laws and regulations.

The Company operates globally, including in parts of the world that are recognized as having governmental and commercial corruption and where local customs and practices can be inconsistent with anti-corruption and/or anti-bribery laws.

Despite the Company’s training and compliance program, DuPont cannot ensure that its internal control processes will prevent improper action by employees, agents, distributors, suppliers or business partners.

Violations of these laws could result in criminal or civil sanctions and even the mere allegation of such violations, could harm the Company’s ability to do business, its results of operations, financial position and reputation.

Following the N&B Merger, N&B is expected to merge with and into Neptune Merger Sub II LLC (a wholly owned subsidiary of IFF) (“Merger Sub II”), with Merger Sub II surviving as a wholly owned subsidiary of IFF (the “Second Merger,” and together with the N&B Merger, the “Mergers”).

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

This opinion is based upon and rely on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of DuPont, N&B, IFF and Merger Sub 1 and Merger Sub II.

If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if any party breaches any of its covenants in the relevant transaction documents, the opinion may be invalid and the conclusions reached therein could be jeopardized.

Notwithstanding the receipt of such opinion, the Internal Revenue Service (the “IRS”) could determine that the separation of DuPont’s Nutrition & Biosciences business should be treated as a taxable transaction if it determines that any of the facts, assumptions, representations, statements or undertakings upon which the opinion of counsel was based are false or have been violated, or if it disagrees with the conclusions in the opinion.

An opinion of counsel is not binding on the IRS and there can be no assurance that the IRS will not assert a contrary position.

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

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

as the IRS Ruling (as defined below).

year.

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

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

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

However, DuPont may be unable to obtain protection for the Company’s intellectual property in key jurisdictions.

Protecting intellectual property related to biotechnology is particularly challenging because theft is difficult to detect and biotechnology can be self-replicating.

Accordingly, the impact of such theft can be significant.

Competitors are increasingly challenging the Company’s intellectual property positions, and the potential outcomes can be highly uncertain.

In addition, because of the rapid pace of technological change, the confidentiality of patent applications in some jurisdictions and/or the uncertainty in predicting the outcome of complex proceedings relating to ownership or the scope of protection of patents relating to certain emerging technologies, competitors may be unexpectedly issued patents that DuPont does not anticipate.

These patents could reduce the value of the Company’s commercial or pipeline products or, to the extent they cover key technologies on which DuPont has unknowingly relied, require it to seek to obtain licenses or cease using the technology, no matter how valuable to the Company’s business.

If DuPont decided to obtain licenses to continue using the technology, it cannot ensure DuPont would be able to obtain such a license on acceptable terms.

Legislation and jurisprudence on patent protection is evolving, and changes in laws could affect the Company’s ability to obtain or maintain patent protection for the Company’s products.

Where DuPont utilizes discounted cash flow methodologies in determining fair values, continued weak demand for a specific product line or business could result in an impairment.

Future impairments of the Company’s goodwill or intangible assets also could be recorded due to changes in assumptions, estimates or circumstances and the magnitude of such impairments may be material to it.

December 31, 2020.

While DuPont maintains general liability insurance, the amount of liability that may result from certain of these risks may not always be covered by, or could exceed, the applicable insurance coverage.

The occurrence of any of the matters described above could adversely affect the Company’s business, results of operations, financial condition and cash flows.

Additionally, the regulatory environment may be impacted by the activities of non-governmental organizations and special interest groups and stakeholder reactions to the actual or perceived impacts of new technology, products or processes on safety, health and the environment.

Obtaining and maintaining regulatory approvals will require submitting a significant amount of information and data, which may require participation from technology providers.

Regulatory standards and trial procedures are continuously changing.

Increased concerns regarding chemicals in commerce and their potential impact on the environment have resulted in more restrictive regulations, may lead to new regulations and compliance may be costly.

Concerns about chemicals and biotechnology, as well as their potential impact on health and the environment, reflect a growing trend in societal demands for increasing levels of product safety and environmental protection.

These concerns could manifest themselves in stockholder proposals, preferred purchasing, delays or failures in obtaining or retaining regulatory approvals, delayed product launches, lack of market acceptance, product discontinuation, continued pressure for and adoption of more stringent regulatory intervention and litigation.

These concerns could also influence public perceptions, the viability or continued sales of certain of the Company’s products, the Company’s reputation and the cost to comply with regulations and, as a result, could have a negative impact on the Company’s business, results of operations and financial condition.

The Company’s U.S. and non-U.S. tax liabilities will be dependent, in part, upon the distribution of income among various jurisdictions in which DuPont operates.

General Risks that may impact the Company’s business

There are no guarantees that new products will prove to be commercially successful.

The Company’s success will depend on several factors, including the Company’s ability to:

- correctly identify customer needs and preferences and predict future needs and preferences

- allocate the Company’s research & development funding to products and services with higher growth prospects;

- anticipate and respond to the Company’s competitors’ development of new products and services and technological innovations;

As of December 31, [removed: 2020,] [added: 2021,] the Company has [removed: $6] [added: $3.8] billion of [added: net] working capital and over [removed: $2.5] [added: $2] billion in cash and cash equivalents.

DWDP [removed: Merger][added: Merger & Distributions]

Effective August 31, 2017, [removed: pursuant to] the [removed: merger of equals transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("DWDP Merger Agreement"), The] Dow Chemical Company ("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").

On April 1, 2019, the Company completed the separation of the materials science business through the spin-off of Dow Inc., [added: (“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 [removed: Corteva] [added: Corteva, Inc. (“Corteva”)] including Corteva’s subsidiary EID, (the “Corteva Distribution and together with the Dow Distribution, the “DWDP Distributions”).

The results of operations of DuPont for the 2019 [removed: and 2018 periods] [added: period] presented [removed: reflect] [added: reflects] the historical financial results of Dow and Corteva as discontinued operations, as applicable.

See Note [removed: 25] [added: 3] to the Consolidated Financial Statements for [removed: more] [added: additional] information.

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

[removed: In] [added: Effective February 1, 2021, in] conjunction with the closing of the N&B [removed: Transaction on February 1, 2020,] [added: Transaction,] the Company [removed: announced changes to] [added: changed] its [removed: reportable segments] [added: management and reporting structure] (the “2021 Segment Realignment”).

[removed: COVID-19][added: COVID-19 Update]

The novel coronavirus (“COVID-19”) [removed: pandemic has resulted in significant economic disruption] and [removed: continues] [added: its variants continue] to adversely impact the broader global economy, including certain of the Company’s customers and suppliers.

During [removed: 2020,] [added: 2021,] the Company benefited from strong demand in certain key end-markets, principally [added: in] electronics, water [removed: filtration, health & wellness] [added: filtration] and [removed: personal protection.][added: continued recovery within the automotive markets and commercial construction.]

See Note [removed: 14] [added: 4] of the Consolidated Financial Statements for additional information.

In the first quarter of 2020, the Company completed the sale of its Compound Semiconductor Solutions business unit, a part of the Electronics & [removed: Imaging] [added: Industrial] segment, to SK Siltron, for approximately $420 million.

The sale resulted in a pre-tax gain of [removed: $28] [added: $140] million [removed: ($22] [added: ($105] million net of tax) which was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

See Note [removed: 3] [added: 16] of the Consolidated Financial Statements for additional information.

As of December 31, [removed: 2020,] [added: 2021,] the Company has recorded [removed: a] [added: an indemnification] liability of [removed: $59] [added: $126] million in connection with the cost sharing arrangement related to future eligible PFAS costs.

[removed: As of December 31, 2020, the] [added: The] Company has recorded an indemnification liability of [removed: $27] [added: $46] million [removed: related] [added: corresponding] to the [removed: settlement.][added: Company's accrual balance related to these matters at December 31, 2021.]

Total pre-tax charges of [added: $98 million ($76 million after-tax) and] $86 million ($66 million after-tax) related to [removed: both of] the [removed: above matters] [added: MOU] are reflected as a loss from discontinued operations for the year ended December 31, [removed: 2020] [added: 2021 and 2020, respectively,] in the Company's Consolidated Statements of Operations.

During the third quarter of 2020, multiple triggering events occurred requiring the Company to perform impairment analyses associated with its [removed: Non-Core segment.][added: Mobility & Materials segment and corporate businesses.]

As a result of the analyses performed, the Company recorded aggregate pre-tax, non-cash goodwill impairment charges of $183 million recognized in "Goodwill impairment charges" [added: within its corporate businesses] and aggregate pre-tax, non-cash asset impairment charges of [removed: $370] [added: $318] million [added: within its Mobility & Materials segment and $52 million within corporate businesses both] recognized in “Restructuring and asset related charges - net” in the Consolidated Statements of Operations.

During the second quarter of 2020, [removed: continued near-term] demand weakness in global automotive production resulting from the COVID-19 pandemic, along with revised views of [removed: recovery based on third party market information,] [added: recovery,] served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its [removed: Transportation] [added: Mobility] & [added: Materials and] Industrial [added: Solutions] reporting [removed: unit.][added: units.]

[removed: As a result of] [added: In connection with] the [removed: analysis performed,] [added: Mobility & Materials impairment analysis,] the Company [added: also] recorded pre-tax, non-cash [removed: goodwill] impairment charges of [removed: $2,498] [added: $21] million [added: related to indefinite-lived intangible assets] recognized in [removed: "Goodwill impairment charges"] [added: “Restructuring and asset related charges - net”] in the Consolidated Statements of Operations.

[removed: In connection with the Transportation & Industrial impairment analysis, the] [added: The] Company [removed: also] recorded [removed: pre-tax, non-cash impairment] [added: pre-tax restructuring] charges of [removed: $21] [added: $180] million [added: inception-to-date, consisting of severance and] related [removed: to indefinite-lived intangible assets] [added: benefit costs of $128 million and asset related charges of $52 million,] recognized in [removed: “Restructuring] [added: "Restructuring] and asset related charges - [removed: net”] [added: net"] in the [added: Company's] Consolidated Statements of Operations.

During the first quarter of 2020, the Company was required to perform interim impairment tests of its goodwill and long-lived assets as expectations of proceeds related to certain potential divestitures [removed: within] [added: related to] the [removed: Non-Core segment] [added: businesses held in Corporate] gave rise to fair value indicators and, thus, served as triggering events.

As a result of the [removed: analysis] [added: analyses] performed, the Company recorded pre-tax, non-cash impairment charges [removed: related to goodwill] [added: during the year ended December 31, 2019] of [removed: $533 million.][added: $242 million impacting Corporate.]

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

See Notes [removed: 5] [added: 6] and [removed: 13] [added: 14] of the Consolidated Financial [removed: Statements.][added: Statements for additional information.]

[removed: The charge was recognized in "Restructuring] [added: | Restructuring] and asset related charges - [removed: net" in the Consolidated Statements of Operations.][added: net | | | 152 | | | — | | | 152 | | |]

[removed: See] [added: For further information see] Note [removed: 5 of] [added: 3 to] the Consolidated Financial Statements.

On February [removed: 12, 2020,] [added: 18, 2021,] the Board of Directors declared a first quarter dividend of $0.30 per share, paid on March [removed: 16, 2020,] [added: 15, 2021,] to shareholders of record on [removed: February 28, 2020.][added: March 1, 2021.]

On April [removed: 29, 2020,] [added: 28, 2021,] the [removed: Company announced that its] Board of Directors declared a second quarter dividend of $0.30 per share, paid on June 15, [removed: 2020,] [added: 2021,] to shareholders of record on May [removed: 29, 2020.][added: 28, 2021.]

On June [removed: 25, 2020,] [added: 17, 2021,] the [removed: Company announced that its] Board of Directors declared a third quarter dividend of $0.30 per share, paid on September 15, [removed: 2020,] [added: 2021,] to shareholders of record on July [removed: 31, 2020.][added: 30, 2021.]

On October 14, [removed: 2020,] [added: 2021,] the [removed: Company announced that its] Board of Directors declared a fourth quarter dividend of $0.30 per share, paid on December 15, [removed: 2020,] [added: 2021,] to shareholders of record on November 30, [removed: 2020.][added: 2021.]

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

[removed: As] [added: At the expiry] of the [removed: year ended December 31, 2020,] [added: 2019 Share Buyback Program,] the Company had repurchased and retired [removed: 16.9] [added: a total of 29.9] million shares [removed: under this program] at a [removed: total] cost of [removed: $982 million.][added: $2 billion.]

For the year ended December 31, [removed: 2020, the Company] [added: 2021, DuPont] recorded a pre-tax charge related to the [removed: 2020] [added: 2021] Restructuring [removed: Program] [added: Actions in the amount] of [removed: $179] [added: $46] million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of [removed: Operations.][added: Operations, comprised of $26 million of severance and related benefit costs and $20 million of asset related charges.]

At December 31, [removed: 2020,] [added: 2021,] total liabilities related to the program were [removed: $68] [added: $2] million, which represents expected future cash payments related to this program for the payment of severance and related benefits.

The 2020 Restructuring Program [removed: was] [added: is] considered substantially [removed: complete at December 31, 2020.][added: complete.]

The Company recorded pre-tax restructuring charges of [removed: $140] [added: $125] million inception-to-date, consisting of severance and related benefit costs of [removed: $106] [added: $98] million and asset related charges of [removed: $34] [added: $27] million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations.

Except as otherwise indicated by the context, the term "TDCC" includes TDCC and its consolidated subsidiaries and "EID" includes EID and its consolidated subsidiaries.

On February 1, 2021, the Company completed the divestiture of the Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrance Inc. (“IFF”) in a Reverse Morris Trust transaction (the “N&B Transaction”) that resulted in IFF issuing shares to DuPont stockholders.

Table of Contents

The results of operations of DuPont for all periods presented reflect the historical financial results of N&B as discontinued operations.

The cash flows and comprehensive income related to N&B have not been segregated and are included in the Consolidated Statements of Cash Flows and Consolidated Statements of Comprehensive Income, respectively, for the applicable period.

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 N&B.

The changes became effective February 1, 2021 and have been retrospectively reflected in the segment results for all periods presented.

Table of Contents

Although results reflect notable improvement, the COVID-19 pandemic has caused widespread supply chain challenges due to labor, raw material and component shortages.

In addition, logistic challenges have increased significantly in the second half of 2021.

Intended Rogers Acquisition

On November 2, 2021, the Company announced that it had entered into a definitive agreement to acquire all the outstanding shares of Rogers Corporation (“Rogers”) for about $5.2 billion (the “Intended Rogers Acquisition”).

The acquisition is expected to close by the end of the second quarter of 2022, pending receipt of regulatory approvals and satisfaction of customary closing conditions.

When complete, the acquisition of Rogers, is expected to broaden the Company’s presence in the electronic materials market.

Rogers is complementary to and aligned strategically with the Company’s existing Electronics & Industrial segment.

The completion of the acquisition is subject to regulatory approvals and other customary closing conditions.

Mobility & Materials Segment Intended Divestiture

On November 2, 2021 the Company announced that it has initiated a divestiture process related to a substantial portion of the Mobility & Materials segment, which predominantly includes the Engineering Polymers and Performance Resins lines of business (the “In-Scope M&M Businesses”).

The outcome of which, including the entry into a definitive agreement, is subject to the approval of the DuPont Board of Directors.

The scope of the intended divestiture excludes certain product lines including Auto Adhesives and MultibaseTM.

The divestiture of the In-Scope M&M Businesses may include a full or partial separation of the businesses from the Company.

The Mobility & Materials segment will remain in its current management and reporting structure while these strategic alternatives are considered.

Laird Performance Materials

On July 1, 2021, DuPont completed the acquisition of Laird Performance Materials ("Laird PM") from Advent International (“Laird PM Acquisition”) for cash consideration of $2.404 billion, which reflects adjustments, primarily for acquired cash and net working capital.

On December 31, 2021, the Company completed the sale of its Clean Technologies business unit, which is part of Corporate.

Total consideration related to the sale of the business is approximately $510 million, with cash proceeds of about $500 million reflecting adjustments for customary closing costs as defined within the purchase agreement.

For the year ended December 31, 2021, a pre-tax loss of $3 million ($39 million loss net of tax, primarily driven by nondeductible goodwill) on the disposition was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

In the second quarter of 2021, the Company completed the sale of its Solamet® business unit, which was part of Corporate.

Total consideration received related to the sale of the business was approximately $190 million.

The sale of the Biomaterials business unit is subject to customary closing conditions and is expected to close by mid-year 2022.

Table of Contents

Table of Contents

The DuPont Board of Directors on February 7, 2022, declared a first quarter 2022 dividend of $0.33 per share, a ten percent per share increase versus the first quarter 2021 dividend, payable on March 15, 2022, to holders of record at the close of business on February 28, 2022.

In the first quarter of 2021, the Company's Board of Directors authorized a $1.5 billion share buyback program, which expires on June 30, 2022 (the "2021 Share Buyback Program").

As of December 31, 2021, the Company had repurchased and retired a total of 14.5 million shares for $1.1 billion under the 2021 Share Buyback Program.

In February 2022, the Company's Board of Directors authorized an additional $1.0 billion share buyback program which expires on March 31, 2023, (the “2022 Share Buyback Program”).This authorization enables the Company to repurchase shares following the expected completion of the remaining authorization under its 2021 Share Buyback Program.

*2021 Restructuring Actions*

In October 2021, the Company approved targeted restructuring actions to capture near term cost reductions (the "2021 Restructuring Actions").

At December 31, 2021, total liabilities related to the 2021 Restructuring Actions were $25 million for severance and related benefits.

The Company expects actions related to this program to be substantially complete by the first half of 2022.

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

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

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

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

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

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

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.

TDCC was determined to be the accounting acquirer in the DWDP Merger.

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

DWDP Distributions

The statements of operations and pro forma statements of operations included in this report and as discussed below include 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 Financial Accounting Standards Codification 205, "Presentation of Financial Statements" ("ASC 205") and thus are reflected in the Company's results of continuing operations.

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

These costs are no longer incurred by the Company following the DWDP Distributions.

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

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

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

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

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

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.

The results included in Management’s Discussion and Analysis of Financial Condition and Results of Operations are not reflective of the 2021 Segment Realignment.

The ultimate extent of the effects of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments and the effects could exist for an extended period of time even after the pandemic subsides.

Although results reflect notable improvement in automotive markets, along with residential construction, in the second half of 2020 compared to the first half of 2020, the COVID-19 pandemic adversely impacted demand in aerospace, commercial construction, oil & gas, and select industrial end-markets.

In response to this uncertainty, the Company delayed certain capital investments in select sectors throughout the year.

Nutrition & Biosciences Financing

In the third quarter of 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 and at December 31, 2020 are reflected as restricted cash in the Company’s consolidated financial statements.

In the first quarter of 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.

In January 2021, the Company entered into separate definitive agreements to sell its Clean Technologies and Solamet® businesses.

These divestitures, subject to regulatory approval and customary closing conditions, are expected to close in the first half of 2021.

In the third quarter of 2019, the Company completed the sale and separation of its Sustainable Solutions business unit, a part of the Non-Core segment, to Gyrus Capital.

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 totaling $83 million in cash with each of the Company and EID contributing approximately $27 million and Chemours contributing approximately $29 million.

The charges were recognized in "Goodwill impairment charge" in the Consolidated Statements of Operations.

The Company has significant international operations resulting in a large number of currency transactions [removed: that result] from international sales, purchases, investments and borrowings.

The primary currencies for which the Company has an exchange rate exposure are the European euro ("EUR"), Chinese [removed: renminbi,] [added: renminbi ("CNY"),] and Japanese [removed: yen.][added: yen ("JPY").]

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [added: 2021 and] 2020, and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [added: 2021 and] 2020.

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

| In millions | | | [removed: *December 31, 2020*] [added: 2021] | | | [removed: *December 31, 2020*] [added: 2020] | | | [added: 2021 | | | 2020 | | |]

| Foreign currency contracts | | | $ | [added: (5) | | $ |] (9) | | $ | [removed: (219)] [added: (192)] | | [added: $ | (210) | |]

As of December 31, [removed: 2020,] [added: 2021,] no one individual customer balance represented more than five percent of the Company's total outstanding receivables balance.

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

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

The Company uses cross currency swaps, designated as a net investment hedge, to hedge portions of its net investment in its European operations.

The net investment hedge serves to offset the foreign currency translation risk from the Company’s foreign operations.

If the U.S. dollar weakened by 10%, the fair value of the net investment hedge would have been approximately $118 million lower as of December 31, 2021.

| | | | | | | | | |

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

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

At December 31, [removed: 2020,] [added: 2021,] the Company has subsidiaries in about 60 countries worldwide and manufacturing operations in about [removed: 40] [added: 25] countries.

See Note [removed: 25] [added: 4] to the Consolidated Financial Statements for more information.

The Consolidated Financial Statements included in this annual report present the financial position of DuPont as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and the results of operations of DuPont for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] giving effect to the [added: divestiture of N&B and the] DWDP Distributions, with the historical financial results of [removed: Dow] [added: N&B, Dow,] and Corteva reflected as discontinued operations, as applicable.

The cash flows and comprehensive income related to [removed: Dow] [added: N&B, 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 year ended December 31, [removed: 2019] [added: 2021, 2020,] and [removed: 2018.][added: 2019, as applicable.]

Unless otherwise indicated, the information in the Notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of [removed: Dow] [added: N&B, Dow,] or Corteva.

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

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

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

Electronics & [removed: Imaging] [added: Industrial] is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics including mobile devices, television monitors, personal computers and electronics used in a variety of industries.

The segment is a leading supplier of key materials for the manufacturing of materials and printing systems to the advanced printing industry, and of materials and solutions for the fabrication of semiconductors and integrated circuits addressing both [added: the] front-end and back-end of the manufacturing process.

The segment offers [removed: the broadest] [added: a broad] portfolio of semiconductor and advanced packaging [removed: materials in the market,] [added: materials,] providing chemical mechanical planarization ("CMP") pads and slurries, photoresists and advanced coatings for lithography, removers and cleaners; dielectric and metallization solutions for back-end-of-line advanced chip packaging; along with silicones for light emitting diode ("LED") packaging and semiconductor applications.

Electronics & [removed: Imaging] [added: Industrial] also provides permanent and process chemistries for the fabrication of printed circuit boards to include laminates and substrates, electroless and electrolytic metallization solutions, as well as patterning solutions and materials and innovative metallization processes for metal finishing, decorative, and industrial applications.

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

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

Electronics & [removed: Imaging] [added: Industrial] addresses these markets by leveraging a strong science and technology base [added: and customer-driven application engineering capabilities] to provide the critical materials and solutions for creating a more connected and digital world.

[removed: Divestitures][added: Acquisitions & Divestitures]

Details on Electronics & [removed: Imaging's 2020] [added: Industrial's 2021] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

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

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

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

In March 2019, the Company announced plans to invest more than $200 million in its Electronics & [removed: Imaging] [added: Industrial] segment to build new production assets at its Circleville, Ohio, plant.

At December 31, [removed: 2020,] [added: 2021,] the Company had spent approximately [removed: $160] [added: $14] million since [removed: project] [added: the] start [removed: date.][added: of the project, and expects the new assets to be operational in mid 2023.]

In conjunction with the 2021 Segment Realignment, [removed: KALREZ®/VESPEL®,] [added: Kalrez®/Vespel®,] and Healthcare and Specialty Lubricants (Medical Silicones and [removed: MOLYKOTE®] [added: Molykote®] lubricants) [removed: will move to Electronics & Imaging] [added: moved] from Transportation & [removed: Industrial.][added: Industrial to Electronics & Imaging.]

[removed: On February 1, 2021, the segment will be renamed Electronics & Industrial and the] [added: The] Image Solutions [removed: product line,] [added: business,] which [removed: will include] [added: includes] the additional technologies, [removed: will be] [added: was] renamed Industrial Solutions.

Details on [removed: Nutrition] [added: Water] & [removed: Biosciences' 2020] [added: Protection's 2021] net sales, by [added: major] product line and geographic region, are as follows:

[removed:  ][added:  ]

Major applications and products are listed below by [added: major] product [removed: line:][added: line, all which serve the transportation, electronics, renewable energy, industrial and consumer end-markets.]

[removed: Transportation] [added: Mobility] & [removed: Industrial] [added: Materials] provides high-performance engineering [removed: resins,] [added: thermoplastics, elastomers,] adhesives, [removed: silicones, lubricants] [added: silicone encapsulants, pastes, filaments] and [removed: parts] [added: advanced films] to engineers and designers in the transportation, electronics, [removed: healthcare,] [added: renewable energy,] industrial and consumer end-markets to enable systems solutions for demanding applications and environments.

In addition, the segment produces [removed: innovative engineering polymer solutions,] high performance parts, [added: and] specialty [removed: silicones] [added: silicone elastomers] and [removed: differentiated adhesive technologies] [added: lubricants] to meet customer specifications in automotive, aerospace, electronics, industrial, [removed: healthcare] and [removed: consumer] [added: healthcare] markets.

Details on [removed: Transportation] [added: Mobility] & [removed: Industrial's 2020] [added: Material's 2021] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

| [removed: Industrial & Consumer] [added: Performance Resins] | | | HYTREL® polyester thermoplastic elastomer resins, DELRIN® acetal resins, [added: MULTIBASE™ thermoplastic additives and] VAMAC® ethylene acrylic [removed: elastomer, and MULTIBASE™ TPSiV™ silicones for thermoplastics] [added: elastomer.] | | |

| [removed: Mobility Solutions] [added: Engineering Polymers] | | | DUPONT™ ZYTEL® nylon resins, CRASTIN® PBT thermoplastic polyester resin, RYNITE® PET polyester resin and TYNEX® filaments | | |

The major commodities, raw materials and supplies for the [removed: Transportation] [added: Mobility] & [removed: Industrial] [added: Materials] segment include: adipic acid, butanediol, carbon black, dimethyl terephthalate, epoxy resins, fiberglass, flame retardants, hexamethylene diamine, methanol, polyethylene terephthalate, purified terephthalic acid and [removed: silicones.][added: precious metals.]

In conjunction with the 2021 Segment Realignment, [removed: Kalrez®/Vespel®,] [added: KALREZ®/VESPEL®,] and Healthcare and Specialty Lubricants (Medical Silicones and [removed: Molykote®] [added: MOLYKOTE®] lubricants) [removed: will move] [added: moved to Electronics & Imaging] from [added: Mobility & Materials (previously,] Transportation & [removed: Industrial to Electronic] [added: Industrial) and the segment was renamed Electronics] & [removed: Imaging.][added: Industrial.]

[added: Certain previous] Non-Core businesses including TEDLAR® and Microcircuit Materials (previously part of Photovoltaic & Advanced Materials ("PVAM")), and DuPont Teijin Films [removed: will shift] [added: shifted] from the [added: former] Non-Core [removed: Segment] [added: segment] to Transportation & Industrial.

[removed: Major] [added: The major] product lines [removed: will be] [added: were] reorganized into Engineering Polymers, Performance Resins, and Advanced Solutions and the segment [removed: will be] [added: was] renamed Mobility & Materials effective February 1, 2021.

[removed: Safety] [added: Water] & [removed: Construction] [added: Protection] is the global leader in providing innovative engineered products and integrated systems for a number of industries including, worker safety, water purification and separation, transportation, energy, medical packaging and building materials.

Throughout this Annual Report on Form 10-K, except as otherwise noted by the context, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries.

On June 1, 2019, DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc. (“DuPont”) (for certain events prior to June 1, 2019, the Company may be referred to as DowDuPont).

On February 1, 2021, the Company completed the divestiture of the Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrance Inc. (“IFF”) in a Reverse Morris Trust transaction (the “N&B Transaction”) that resulted in IFF issuing shares to DuPont stockholders.

On July 1, 2021, DuPont completed the acquisition of the Laird Performance Materials business (the “Laird PM Acquisition”) from Advent International.

See Note 3 to the Consolidated Financial Statements for more information.

On November 2, 2021, DuPont announced it has entered into a definitive agreement to acquire Rogers Corporation for cash, (the “Intended Rogers Acquisition”).

The transaction is subject to approval by Rogers’ shareholders, which was received on January 25, 2022, regulatory approvals and customary closing conditions.

On November 2, 2021, DuPont announced that it has initiated a divestiture process (the “In-Scope M&M Divestiture Process”) related to a substantial portion of its Mobility & Materials segment, not including, among other things, the Auto Adhesives and MultibaseTM businesses, (the “In-Scope M&M Businesses”).

The outcome of which, including the entry into a definitive agreement, is subject to approval of the DuPont Board of Directors.

The changes became effective February 1, 2021 and have been retrospectively reflected in the segment results for all periods presented.

ELECTRONICS & INDUSTRIAL

With the acquisition of Laird Performance Materials, Electronics & Industrial also provides high-performance electromagnetic shielding and thermal management solutions.

On July 1, 2021, the Company completed the acquisition of Laird Performance Materials ("Laird PM") from Advent International.

Laird PM is a leader in high-performance electromagnetic shielding and thermal management solutions.

Laird PM is presented within the Interconnect Solutions business.

| Industrial Solutions | | | Flexographic printing and inkjet printing, display materials, high performance parts and specialty silicones for automotive, aerospace, electronics, industrial and healthcare markets | | | Flexographic printing plates and materials, digital inks, OLED and other display process materials, LED encapsulants, perfluoroelastomer and polyimide parts and shapes, and specialty silicone elastomers and lubricants | | | | | |

At December 31, 2021, the project is substantially complete and the Company will begin qualifying material in the first half of 2022.

The Company will invest approximately $70 million in its Electronics & Industrial segment to build new production assets at a Newark, Delaware plant.

The new assets will expand production of Kalrez® perfluoroelastomer parts to meet growing market demand.

Intended Rogers Acquisition

On November 2, 2021, the Company announced that it had entered into a definitive agreement to acquire all the outstanding shares of Rogers Corporation (“Rogers”).

The acquisition is expected to close by the end of the second quarter of 2022 and, when complete, is expected to broaden the Company’s presence in the electronic materials market.

The completion of the acquisition is subject to regulatory approvals and other customary closing conditions.

WATER & PROTECTION

MOBILITY & MATERIALS

Mobility & Materials is a global leader in providing innovative advanced materials solutions with technologies that differentiate customers’ products through improved performance characteristics.

The business' technology is enabling the transition to hybrid-electric-connected vehicles and high speed high frequency connectivity.

| Advanced Solutions | | | BETASEAL™, BETAMATE™ and BETAFORCE™, BETATECH™ structural, elastic and thermal interface adhesives, metallization pastes, TEDLAR® polyvinyl, fluoromaterials, FORTASUN® silicone encapsulants and adhesives, MYLAR®, and MELINEX® polyester films | | |

Mobility & Materials Intended Divestiture

On November 2, 2021 the Company announced that it has initiated a divestiture process related to a substantial portion of the Mobility & Materials segment, which predominantly includes the Engineering Polymers and Performance Resins lines of business.

While strategic alternatives are considered, the Mobility & Materials segment will remain in its current management and reporting structure.

DuPont is a multi-industrial company and is subject to competition across all product and service areas.

Key competitors include but are not limited to:

- *Electronics & Industrial:* 3M, Atotech, CMC Materials, Element Solutions, Entegris, Henkel, Merck KGaA, and Parker Hannifin.

- *Mobility & Materials:* BASF, Celanese, EMS Chemie, Henkel, Lanxess, Mitsubishi, Royal DSM and Sika.

SOURCES AND AVAILABILITY OF MAJOR RAW MATERIALS

The novel coronavirus (“COVID-19”) and its variants continue to adversely impact the broader global economy, including certain of the Company’s suppliers for key raw materials.

The COVID-19 pandemic has caused widespread supply chain challenges due to labor disruptions, increased raw material costs and component shortages, namely the semiconductor chip shortage.

In addition, logistic challenges have increased significantly in the second half of 2021 causing delays and increased costs.

The Company is actively working to mitigate the impact of the widespread supply chain and logistics issues.

Following the Corteva Distribution, the Company holds the specialty products business.

On December 15, 2019, the Company entered into definitive agreements to separate and combine the Nutrition & Biosciences business segment (the "N&B Business") with International Flavors & Fragrances Inc. ("IFF") in a tax-efficient Reverse Morris Trust transaction.

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

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

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

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

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

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

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

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

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.

ELECTRONICS & IMAGING

Products

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

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

| Image Solutions | | | Flexographic printing and inkjet printing, display materials for mobile devices | | | Flexographic printing plates and materials, digital inks, OLED and other display process materials | | | | | |

Key Raw Materials

Competitors

Electronics & Imaging's competitors include many large multinational firms as well as a number of regional and local competitors.

Key competitors include 3M, CMC Materials, Element Solutions, Entegris, Flint Group, JSR Micro, Merck KGaA, Shin-Etsu and Sun Chemical.

Current and Future Investments

The Company anticipates that the new assets will be operational by the end of 2021.

2021 Segment Realignment

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

NUTRITION & BIOSCIENCES

Nutrition & Biosciences is an innovation-driven and customer-focused segment that provides solutions for the global food and beverage, dietary supplements, pharma, home and personal care, energy and animal nutrition markets.

The segment is one of the world’s largest producers of specialty ingredients, developing and manufacturing solutions for the global food and beverage, dietary supplements and pharmaceutical markets.

Its innovative and broad portfolio of natural-based ingredients marketed under the DANISCO® brand serves to improve health and nutrition as well as taste and texture in a wide range of dairy, beverage, bakery and dietary supplement applications.

Its probiotics portfolio, including the HOWARU® brand, is world famous for its extensively documented strains that deliver consumers benefits in digestive and immune health.

In addition to serving the global food and beverage market, the segment is one of the world's largest producers of cellulosics and alginates based pharma excipients, which are used to improve the functionality and delivery of pharmaceuticals, and enabling the development of more effective pharma solutions.

Additionally, the segment is an industry pioneer and innovator that works with customers to improve the performance, productivity and sustainability of their products and processes, through differentiated technology in ingredients applications, fermentation, biotechnology, chemistry and manufacturing process excellence.

The segment offers better, cleaner and safer solutions to a wide range of industries including food & beverages, dietary supplements, animal nutrition, biofuels, cleaning, personal care, pharmaceutical, and oil and gas.

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

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

The description is included per Regulation S-K, Item [removed: 103(5)(c)] [added: 103(c)] of the Securities Exchange Act of 1934.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

þ Yes [removed: ¨] [added: ☐] No

[removed: ¨] [added: ☐] Yes þ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

[removed: ☑] [added: þ] Yes [removed: ¨] [added: ☐] No

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

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

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, [removed: 2020,] [added: 2021,] (the last day of the registrant's most recently completed second fiscal quarter), was approximately [removed: $39] [added: $41] billion based on the New York Stock Exchange closing price on such date.

The registrant had [removed: 538,089,014] [added: 512,907,484] shares of common stock, $0.01 par value, outstanding at February [removed: 10, 2021.][added: 9, 2022.]

Part III: Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K.

For the year ended December 31, [removed: 2020][added: 2021]

| | | | [Item [removed: 1.](#id350604d295d43a58bbb3537787080be_16)] [added: 1.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_7)] | | | [removed: [Business](#id350604d295d43a58bbb3537787080be_16)] [added: [Business](#i8ab5495d33bb4fda99dcf6d5909f3ee8_7)] | | | [removed: [6](#id350604d295d43a58bbb3537787080be_16)] [added: [5](#i8ab5495d33bb4fda99dcf6d5909f3ee8_7)] | | |

| | | | [Item [removed: 1A.](#id350604d295d43a58bbb3537787080be_40)] [added: 1A.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_25)] | | | [Risk [removed: Factors](#id350604d295d43a58bbb3537787080be_40)] [added: Factors](#i8ab5495d33bb4fda99dcf6d5909f3ee8_25)] | | | [removed: [18](#id350604d295d43a58bbb3537787080be_40)] [added: [16](#i8ab5495d33bb4fda99dcf6d5909f3ee8_25)] | | |

| | | | [Item [removed: 1B.](#id350604d295d43a58bbb3537787080be_43)] [added: 1B.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_28)] | | | [Unresolved Staff [removed: Comments](#id350604d295d43a58bbb3537787080be_43)] [added: Comments](#i8ab5495d33bb4fda99dcf6d5909f3ee8_28)] | | | [removed: [27](#id350604d295d43a58bbb3537787080be_43)] [added: [25](#i8ab5495d33bb4fda99dcf6d5909f3ee8_28)] | | |

| | | | [Item [removed: 2.](#id350604d295d43a58bbb3537787080be_46)] [added: 2.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_31)] | | | [removed: [Properties](#id350604d295d43a58bbb3537787080be_46)] [added: [Properties](#i8ab5495d33bb4fda99dcf6d5909f3ee8_31)] | | | [removed: [28](#id350604d295d43a58bbb3537787080be_46)] [added: [26](#i8ab5495d33bb4fda99dcf6d5909f3ee8_31)] | | |

| | | | [Item [removed: 3.](#id350604d295d43a58bbb3537787080be_49)] [added: 3.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_34)] | | | [Legal [removed: Proceedings](#id350604d295d43a58bbb3537787080be_49)] [added: Proceedings](#i8ab5495d33bb4fda99dcf6d5909f3ee8_34)] | | | [removed: [29](#id350604d295d43a58bbb3537787080be_49)] [added: [27](#i8ab5495d33bb4fda99dcf6d5909f3ee8_34)] | | |

| | | | [Item [removed: 4.](#id350604d295d43a58bbb3537787080be_52)] [added: 4.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_37)] | | | [Mine Safety [removed: Disclosures](#id350604d295d43a58bbb3537787080be_52)] [added: Disclosures](#i8ab5495d33bb4fda99dcf6d5909f3ee8_37)] | | | [removed: [29](#id350604d295d43a58bbb3537787080be_52)] [added: [27](#i8ab5495d33bb4fda99dcf6d5909f3ee8_37)] | | |

| | | | [Item [removed: 5.](#id350604d295d43a58bbb3537787080be_58)] [added: 5.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_43)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id350604d295d43a58bbb3537787080be_58)] [added: Securities](#i8ab5495d33bb4fda99dcf6d5909f3ee8_43)] | | | [removed: [30](#id350604d295d43a58bbb3537787080be_58)] [added: [28](#i8ab5495d33bb4fda99dcf6d5909f3ee8_43)] | | |

| | | | [Item [removed: 7.](#id350604d295d43a58bbb3537787080be_64)] [added: 7.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_46)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id350604d295d43a58bbb3537787080be_64)] [added: Operations](#i8ab5495d33bb4fda99dcf6d5909f3ee8_46)] | | | [removed: [32](#id350604d295d43a58bbb3537787080be_64)] [added: [30](#i8ab5495d33bb4fda99dcf6d5909f3ee8_46)] | | |

| | | | [Item [removed: 7A.](#id350604d295d43a58bbb3537787080be_130)] [added: 7A.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_97)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id350604d295d43a58bbb3537787080be_130)] [added: Risk](#i8ab5495d33bb4fda99dcf6d5909f3ee8_97)] | | | [removed: [60](#id350604d295d43a58bbb3537787080be_130)] [added: [56](#i8ab5495d33bb4fda99dcf6d5909f3ee8_97)] | | |

| | | | [Item [removed: 8.](#id350604d295d43a58bbb3537787080be_133)] [added: 8.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_100)] | | | [Financial Statements and Supplementary [removed: Data](#id350604d295d43a58bbb3537787080be_133)] [added: Data](#i8ab5495d33bb4fda99dcf6d5909f3ee8_100)] | | | [removed: [60](#id350604d295d43a58bbb3537787080be_133)] [added: [56](#i8ab5495d33bb4fda99dcf6d5909f3ee8_100)] | | |

| | | | [Item [removed: 9.](#id350604d295d43a58bbb3537787080be_136)] [added: 9.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_103)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#id350604d295d43a58bbb3537787080be_136)] [added: Disclosure](#i8ab5495d33bb4fda99dcf6d5909f3ee8_103)] | | | [removed: [61](#id350604d295d43a58bbb3537787080be_136)] [added: [57](#i8ab5495d33bb4fda99dcf6d5909f3ee8_103)] | | |

| | | | [Item [removed: 9A.](#id350604d295d43a58bbb3537787080be_139)] [added: 9A.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_106)] | | | [Controls and [removed: Procedures](#id350604d295d43a58bbb3537787080be_139)] [added: Procedures](#i8ab5495d33bb4fda99dcf6d5909f3ee8_106)] | | | [removed: [61](#id350604d295d43a58bbb3537787080be_139)] [added: [57](#i8ab5495d33bb4fda99dcf6d5909f3ee8_106)] | | |

| | | | [Item [removed: 9B.](#id350604d295d43a58bbb3537787080be_142)] [added: 9B.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_109)] | | | [Other [removed: Information](#id350604d295d43a58bbb3537787080be_142)] [added: Information](#i8ab5495d33bb4fda99dcf6d5909f3ee8_109)] | | | [removed: [61](#id350604d295d43a58bbb3537787080be_142)] [added: [57](#i8ab5495d33bb4fda99dcf6d5909f3ee8_109)] | | |

| | | | [Item [removed: 10.](#id350604d295d43a58bbb3537787080be_148)] [added: 10.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_115)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#id350604d295d43a58bbb3537787080be_148)] [added: Governance](#i8ab5495d33bb4fda99dcf6d5909f3ee8_115)] | | | [removed: [62](#id350604d295d43a58bbb3537787080be_148)] [added: [58](#i8ab5495d33bb4fda99dcf6d5909f3ee8_115)] | | |

| | | | [Item [removed: 11.](#id350604d295d43a58bbb3537787080be_151)] [added: 11.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_118)] | | | [Executive [removed: Compensation](#id350604d295d43a58bbb3537787080be_151)] [added: Compensation](#i8ab5495d33bb4fda99dcf6d5909f3ee8_118)] | | | [removed: [62](#id350604d295d43a58bbb3537787080be_151)] [added: [58](#i8ab5495d33bb4fda99dcf6d5909f3ee8_118)] | | |

| | | | [Item [removed: 12.](#id350604d295d43a58bbb3537787080be_154)] [added: 12.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_121)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id350604d295d43a58bbb3537787080be_154)] [added: Matters](#i8ab5495d33bb4fda99dcf6d5909f3ee8_121)] | | | [removed: [62](#id350604d295d43a58bbb3537787080be_154)] [added: [58](#i8ab5495d33bb4fda99dcf6d5909f3ee8_121)] | | |

| | | | [Item [removed: 13.](#id350604d295d43a58bbb3537787080be_157)] [added: 13.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_124)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id350604d295d43a58bbb3537787080be_157)] [added: Independence](#i8ab5495d33bb4fda99dcf6d5909f3ee8_124)] | | | [removed: [62](#id350604d295d43a58bbb3537787080be_157)] [added: [58](#i8ab5495d33bb4fda99dcf6d5909f3ee8_124)] | | |

| | | | [Item [removed: 14.](#id350604d295d43a58bbb3537787080be_160)] [added: 14.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_127)] | | | [Principal Accountant Fees and [removed: Services](#id350604d295d43a58bbb3537787080be_160)] [added: Services](#i8ab5495d33bb4fda99dcf6d5909f3ee8_127)] | | | [removed: [62](#id350604d295d43a58bbb3537787080be_160)] [added: [58](#i8ab5495d33bb4fda99dcf6d5909f3ee8_127)] | | |

| | | | [Item [removed: 15.](#id350604d295d43a58bbb3537787080be_166)] [added: 15.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_133)] | | | [Exhibits and Financial Statement [removed: Schedules](#id350604d295d43a58bbb3537787080be_166)] [added: Schedules](#i8ab5495d33bb4fda99dcf6d5909f3ee8_133)] | | | [removed: [63](#id350604d295d43a58bbb3537787080be_166)] [added: [59](#i8ab5495d33bb4fda99dcf6d5909f3ee8_133)] | | |

| | | | [Item [removed: 16.](#id350604d295d43a58bbb3537787080be_172)] [added: 16.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_139)] | | | [Form 10-K [removed: Summary](#id350604d295d43a58bbb3537787080be_172)] [added: Summary](#i8ab5495d33bb4fda99dcf6d5909f3ee8_139)] | | | [removed: [66](#id350604d295d43a58bbb3537787080be_172)] [added: [62](#i8ab5495d33bb4fda99dcf6d5909f3ee8_139)] | | |

Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, [removed: uncertainties] [added: uncertainties,] and assumptions, many of which that are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statements.

Some of the important factors that could cause DuPont's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) [added: the timing and outcome of the In-Scope M&M Divestiture Process and the risks, costs and] ability to [added: realize benefits from the pursuit of any disposition of the In-Scope M&M Businesses resulting therefrom; (ii) ability to] achieve anticipated tax treatments in connection with [removed: the N&B Transaction or the DWDP Distributions; (ii)] [added: mergers, acquisitions, divestitures and other portfolio] changes [added: actions and impact of changes] in relevant tax and other laws; (iii) indemnification of certain legacy liabilities of EID in connection with the Corteva Distribution; (iv) risks and costs related to [removed: the DWDP Distributions and the N&B Transaction and potential liability arising from fraudulent conveyance and similar laws; (v) risks and costs related to] [added: each of] the [added: parties respective] performance under and [added: the] impact of the [removed: cost sharing] arrangement [added: to share future eligible PFAS costs] by and between DuPont, [removed: Corteva, Inc.] [added: Corteva] and [removed: The Chemours Company related to future eligible PFAS costs; (vi)] [added: Chemours; (v)] failure to [added: timely close on anticipated terms, realize expected benefits and] effectively manage [added: and achieve anticipated synergies and operational efficiencies in connection with mergers,] acquisitions, [removed: divestitures, alliances, joint ventures] [added: divestitures] and other portfolio [removed: changes,] [added: changes] including [removed: meeting conditions under] the [removed: Letter Agreement entered in connection with] [added: Intended Rogers Acquisition (vi) risks and uncertainties, including increased costs and] the [removed: Corteva Distribution,] [added: ability to obtain raw materials and meet customer needs,] related to [added: operational and supply chain impacts or disruptions, which may result from, among other events,] the [removed: transfer of certain levels of assets] [added: COVID-19 pandemic] and [removed: businesses; (vii) uncertainty as] [added: actions in response] to [removed: the long-term value of DuPont common stock; (viii) potential inability or reduced access] [added: it, and geo-political and weather-related events; (vii) ability] to [removed: the capital markets or increased] [added: offset increases in] cost of [removed: borrowings,] [added: inputs,] including [removed: as a result of a credit rating downgrade; (ix) risks] [added: raw materials, energy] and [removed: uncertainties related] [added: logistics; and (viii) other risks] to [added: DuPont's business, operations; each as further discussed in] the [removed: novel coronavirus (COVID-19) and][added: section titles "Risk Factors" (part 1, Item 1A of this Form 10-K).]

Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business [added: or supply chain] disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity.

☑ Yes ☐ No

| [PART I](#i8ab5495d33bb4fda99dcf6d5909f3ee8_4) | | | | | | | | | | | |

| [PART II](#i8ab5495d33bb4fda99dcf6d5909f3ee8_40) | | | | | | | | | | | |

| | | | [Item 6.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_2339) | | | [Reserved](#i8ab5495d33bb4fda99dcf6d5909f3ee8_2339) | | | [29](#i8ab5495d33bb4fda99dcf6d5909f3ee8_2339) | | |

| | | | [Item 9C.](#i8ab5495d33bb4fda99dcf6d5909f3ee8_2420) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i8ab5495d33bb4fda99dcf6d5909f3ee8_2420) | | | [57](#i8ab5495d33bb4fda99dcf6d5909f3ee8_2420) | | |

| [PART III](#i8ab5495d33bb4fda99dcf6d5909f3ee8_112) | | | | | | | | | | | |

| [PART IV](#i8ab5495d33bb4fda99dcf6d5909f3ee8_130) | | | | | | | | | | | |

| [SIGNATURES](#i8ab5495d33bb4fda99dcf6d5909f3ee8_142) | | | | | | | | | [63](#i8ab5495d33bb4fda99dcf6d5909f3ee8_142) | | |

Capitalized terms used in this section but not defined below have the meanings assigned in Item 1 of this Annual Report on Form 10-K.

| [PART I](#id350604d295d43a58bbb3537787080be_13) | | | | | | | | | | | |

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

| [PART III](#id350604d295d43a58bbb3537787080be_145) | | | | | | | | | | | |

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

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

Throughout this Annual Report on Form 10-K, except as otherwise noted by the context, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries.

On June 1, 2019, DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc. (“DuPont”) (for certain events prior to June 1, 2019, the Company may be referred to as DowDuPont).

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

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

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

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

Following the Corteva Distribution, DuPont holds the specialty products business as continuing operations.

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

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 period.

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

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

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

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

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

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

While the list of factors presented here is considered representative, no such list should be considered a complete statement of all potential risks and uncertainties.

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

Collectively there are approximately [removed: 200] [added: 120] principal sites in total.

The number of manufacturing and other significant sites by reportable segment and geographic area around the world at December 31, [removed: 2020] [added: 2021] is as follows:

| Asia Pacific | | | [removed: 17 | | | 17] [added: 26] | | | [removed: 11] [added: 13] | | | [removed: 12] [added: 15] | | | [removed: 7] [added: —] | | | [removed: 64] [added: 54] | | |

| EMEA 1 | | | [removed: 3 | | | 38] [added: 6] | | | [removed: 8] [added: 7] | | | [removed: 6] [added: 9] | | | [removed: 1] [added: —] | | | [removed: 56] [added: 22] | | |

| Latin America | | | [removed: —] [added: 1] | | | [removed: 13] [added: —] | | | 2 | | | — | | | [removed: — | | | 15] [added: 3] | | |

| U.S. & Canada | | | [removed: 12 | | | 24] [added: 23] | | | [removed: 19] [added: 13] | | | [removed: 13] [added: 18] | | | [removed: 10] [added: 1] | | | [removed: 78] [added: 55] | | |

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

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

| *Geographic Region* | | | *Electronics & Industrial* | | | *Water & Protection* | | | *Mobility & Materials* | | | *Corporate* | | | *Total* *2* | | |

| Total | | | 56 | | | 33 | | | 44 | | | 1 | | | 134 | | |

Table of Contents

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

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

| *Geographic Region* | | | *Electronics & Imaging* | | | *Nutrition & Biosciences* | | | *Transportation & Industrial* | | | *Safety & Construction* | | | *Non-Core* | | | *Total* *2* | | |

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

Table of Contents

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

At [removed: February 3, 2021,] [added: January 31, 2022,] there were [removed: 75,797] [added: 71,128] stockholders of record.

[removed: On June 1, 2019,] [added: 1.In] the [removed: Company announced] [added: first quarter of 2021, the Company's Board of Directors authorized] a [removed: $2] [added: $1.5] billion share buyback program, which expires on June [removed: 1, 2021.][added: 30, 2022.]

[removed: ][added: ]

| Cumulative Total Return | | | *September 1, 2017* | | | *December 29, 2017* | | | *December 31, 2018* | | | *May 31, 2019* *2* | | | *December 31, 2019* | | | *December 31, 2020* | | | [added: *December 31, 2021* | | |]

| DuPont 1 | | | $ | 100.00 | | $ | 106.60 | | $ | 81.92 | | $ | 70.30 | | $ | 70.48 | | $ | 79.86 | | [added: $ | 92.16 | |]

| S&P 500 | | | $ | 100.00 | | $ | 108.84 | | $ | 104.07 | | $ | 115.24 | | $ | 136.84 | | $ | 162.02 | | [added: $ | 208.53 | |]

| S&P Industrial Conglomerates | | | $ | 100.00 | | $ | 94.76 | | $ | 69.29 | | $ | 77.63 | | $ | 86.70 | | $ | 95.60 | | [added: $ | 100.59 | |]

During 2021 and 2020, the Company paid quarterly dividends on its common stock of $0.30 per share.

The DuPont Board of Directors on February 7, 2022, declared a first quarter 2022 dividend of $0.33 per share, a ten percent per share increase versus the first quarter 2021 dividend, payable on March 15, 2022, to holders of record at the close of business on February 28, 2022.

The Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company's Board of Directors.

The following table provides information regarding purchases of the Company's common stock by the Company during the three months ended December 31, 2021:

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

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

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

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

| October | | | — | | | $ | — | | — | | | 875 | | |

| November | | | 3,644,493 | | | 79.55 | | | 3,644,493 | | | 585 | | |

| December | | | 2,747,571 | | | 76.45 | | | 2,747,571 | | | 375 | | |

| Fourth Quarter 2021 | | | 6,392,064 | | | $ | 78.22 | | 6,392,064 | | | $ | 375 | |

Table of Contents

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

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

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

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

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

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

Not applicable.

Table of Contents

Table of Contents

As of December 31, [removed: 2020,] [added: 2021,] the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company has completed its evaluation of its internal controls and has concluded that the Company's system of internal controls over financial reporting was effective as of December 31, [removed: 2020] [added: 2021] (see page F-2).

The Company’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 excluded Laird Performance Materials, which was acquired by the Company in July 2021.

The total assets and total net sales of Laird Performance Materials represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting in the year of acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission.

In connection with the N&B Transaction, there were several processes, policies, operations, technologies and information systems that were transferred or separated.

Through the quarter ended December 31, 2020, the Company continued to take steps to ensure that adequate controls were designed and maintained throughout this transition period.

| | | | | | | | | |

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

| | | | DuPont de Nemours, Inc. | | | | | |

| | | | PART III | | | | | |

Not applicable.

Table of Contents

| | | | | | | | | |

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

| | | | DuPont de Nemours, Inc. | | | | | |

| | | | PART III | | | | | |

Information related to Directors, certain executive officers and certain corporate governance matters (including identification of Audit Committee members and financial expert(s)) is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of DuPont De Nemours Inc. and is incorporated herein by reference.

Information related to executive compensation and the Company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to beneficial ownership of DuPont de Nemours, Inc. common stock by each Director and all Directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of DuPont de Nemours, Inc. common stock is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Reportable relationships and related transactions, if any, as well as information relating to director independence are contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and are incorporated herein by reference.

Information with respect to fees and services related to the Company’s independent auditors, PricewaterhouseCoopers LLP, and the disclosure of the Audit Committee’s pre-approval policies and procedures are contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of DuPont and are incorporated herein by reference.

Table of Contents

| (In millions) for the years ended December 31, | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Balance at beginning of period | | | $ | [removed: 9] [added: 32] | | $ | [removed: 10] [added: 2] | | $ | 1 | |

| Additions charged to expenses | | | [removed: 34] [added: 9] | | | [removed: —] [added: 31] | | | [removed: 10] [added: —] | | |

| Deductions from reserves1 | | | [removed: (2)] [added: (9)] | | | (1) | | | [removed: (1)] [added: 1] | | |

| Balance at end of period | | | $ | [removed: 41] [added: 32] | | $ | [removed: 9] [added: 32] | | $ | [removed: 10] [added: 2] | |

| Balance at beginning of period | | | $ | [removed: 41] [added: 4] | | $ | [removed: 43] [added: 21] | | $ | [removed: 40] [added: 24] | |

| Additions charged to expenses | | | [removed: 29] [added: 15] | | | [removed: 45] [added: 5] | | | [removed: 44] [added: 22] | | |

| Deductions from reserves2 | | | [removed: (45)] [added: (12)] | | | [removed: (47)] [added: (22)] | | | [removed: (41)] [added: (25)] | | |

| Balance at end of period | | | $ | [removed: 25] [added: 7] | | $ | [removed: 41] [added: 4] | | $ | [removed: 43] [added: 21] | |

| Additions [removed: charged to expenses 3] [added: 3, 4] | | | [removed: 109] [added: 171] | | | [removed: 91] [added: 109] | | | [removed: 13] [added: 45] | | |

| Deductions from reserves 3 | | | [removed: (45)] [added: (69)] | | | [removed: (50)] [added: (30)] | | | [removed: (161)] [added: (50)] | | |

| | | | [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex32.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex32.htm)] | | | | | | [removed: Second] [added: Third] Amended and Restated Certificate of Incorporation of [removed: DowDuPont] [added: DuPont de Nemours,] Inc. [removed: effective as of June 1, 2019,] incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to [removed: the] DuPont de Nemours, [removed: Inc.] [added: Inc.’s] Current Report on Form 8-K filed [removed: June 3, 2019.] [added: April 30, 2021.] | | |

| | | | [removed: [3.3](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex33.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex33.htm)] | | | | | | [removed: The] [added: Fifth] Amended and Restated Bylaws of DuPont de Nemours, [removed: Inc., effective as of June 1, 2019,] [added: Inc.] incorporated by reference to Exhibit [removed: 3.3] [added: 3.2] to [removed: the] DuPont de Nemours, [removed: Inc.] [added: Inc.’s] Current Report on Form 8-K filed [removed: June 3, 2019.] [added: April 30, 2021.] | | |

| | | | [removed: [4.4](https://www.sec.gov/Archives/edgar/data/1666700/000119312520131050/d859945dex42.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)] | | | | | | [removed: Second Supplemental Indenture, dated May 1, 2020,] [added: Amended and Restated Employment Agreement] by and between DuPont de Nemours, Inc. and [removed: U.S. Bank National Association,] [added: Edward D. Breen, dated] as [removed: trustee] [added: of December 28, 2019,] incorporated by reference to Exhibit [removed: 4.2] [added: 10.1] to [removed: the] DuPont de [removed: Nemours.] [added: Nemours,] Inc. Current Report on Form 8-K filed [removed: on May 1,] [added: December 29,] 2020. | | |

| | | | [removed: [10.3](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000017/exhibit102.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] | | | | | | Letter [removed: Agreement] [added: Agreement, effective as of June 1, 2019] by and between DuPont de Nemours, Inc. and [removed: Matthias Heinzel dated May 28, 2019] [added: Corteva, Inc.,] incorporated by reference to Exhibit 10.2 to [added: the] DuPont de Nemours, Inc. [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended March 31, 2020.] [added: 8-K filed June 3, 2019.] | | |

| | | | [removed: [10.5](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000017/exhibit104.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] | | | | | | [removed: Letter Agreement by and between] DuPont [removed: de Nemours, Inc. and Matthias Heinzel dated October 25, 2019 as fully executed on October 28, 2019] [added: Management Deferred Compensation Plan, effective June 1, 2019,] incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2020.] [added: June 30, 2019.] | | |

| | | | [removed: [10.6](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)] | | | | | | Memorandum of Understanding, dated January 22, 2021, by and among DuPont de Nemours, Inc., Corteva, Inc., E. I. du Pont de Nemours and Company and The Chemours Company, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 22, 2021. | | |

| | | | [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex21.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex21.htm)] | | | | | | Agreement and Plan of Merger, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub I Inc. incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed December 18, 2019. | | |

| | | | [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex22.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex22.htm)] | | | | | | Separation and Distribution Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 2.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed December 18, 2019. | | |

| | | | [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1666700/000119312521015364/d59910dex21.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1666700/000119312521015364/d59910dex21.htm)] | | | | | | Amendment No. 1 dated January 22, 2021 to that certain Separation and Distribution Agreement dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc.and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 25, 2021. | | |

| | | | [removed: [10.10](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex24.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex24.htm)] | | | | | | Amendment No. 2 dated February 1, 2021 to that certain Separation and Distribution Agreement dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.4 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 4, 2021. | | |

| | | | [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex101.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex101.htm)] | | | | | | Employee Matters Agreement, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed December 18, 2019. | | |

| | | | [removed: [10.12](https://www.sec.gov/Archives/edgar/data/1666700/000119312521015364/d59910dex101.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1666700/000119312521015364/d59910dex101.htm)] | | | | | | Amendment No. 1 dated January 22, 2021 to that certain Employee Matters Agreement, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 25, 2021. | | |

| | | | [removed: [10.13](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)] | | | | | | Tax Matters Agreement dated February 1, 2021, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 4, 2021. | | |

| | | | [removed: [10.14](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex102.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex102.htm)] | | | | | | Intellectual Property Cross-License Agreement, dated February 1, 2021, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and the other parties identified therein incorporated by reference to Exhibit 10.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 4, 2021. | | |

| | | | [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)] | | | | | | Separation and Distribution Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 2.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | | |

| | | | [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex101.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex101.htm)] | | | | | | Tax Matters Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 10.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | | |

| | | | [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex102.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex102.htm)] | | | | | | Employee Matters Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 10.2 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | | |

| | | | [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex103.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex103.htm)] | | | | | | Intellectual Property Cross-License Agreement, effective as of April 1, 2019, by and among DowDuPont Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | | |

| | | | [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex104.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex104.htm)] | | | | | | Intellectual Property Cross-License Agreement, effective as of April 1, 2019, by and among Dow Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.4 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | | |

| | | | [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex101.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex101.htm)] | | | | | | Intellectual Property Cross-License Agreement, effective as of June 1, 2019, by and among DuPont de Nemours, Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | |

| | | | [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] | | | | | | [removed: Letter Agreement,] [added: DuPont Senior Executive Severance Plan,] effective as of June 1, [removed: 2019 by and between DuPont de Nemours, Inc. and Corteva, Inc.,] [added: 2019,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | |

| | | | [removed: [10.22](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] | | | | | | Amended and Restated Tax Matters Agreement, effective as of June 1, 2019, by and among DowDuPont Inc., Corteva, Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | |

| | | | [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)] | | | | | | DuPont [removed: Senior Executive Severance] [added: Retirement Savings Restoration] Plan, effective [removed: as of] June 1, 2019, incorporated by reference to Exhibit [removed: 10.4] [added: 10.8] to [removed: the] DuPont de Nemours, Inc. [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed] [added: 10-Q for the quarter ended] June [removed: 3,] [added: 30,] 2019. | | |

| | | | [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] | | | | | | DuPont [removed: Management] Deferred [added: Variable] Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit [removed: 10.5] [added: 10.7] to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | |

| | | | [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)] | | | | | | DuPont Stock Accumulation and Deferred Compensation Plan for Directors, effective June 1, 2019, incorporated by reference to Exhibit 10.6 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | |

| | | | [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)] | | | | | | DuPont [removed: Deferred Variable Compensation] [added: Pension Restoration] Plan, effective June 1, 2019, incorporated by reference to Exhibit [removed: 10.7] [added: 10.9] to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | |

| | | | [removed: [10.27](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)] [added: [10.25](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)] | | | | | | DuPont [removed: Retirement Savings Restoration Plan,] [added: Omnibus Incentive Plan] effective June 1, 2019, incorporated by reference to Exhibit [removed: 10.8] [added: 10.10] to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | |

| | | | [removed: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670021000005/exhibit21123120.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000009/exhibit21123121.htm)] | | | | | | Subsidiaries of the Registrant. | | |

| | | | [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670021000005/exhibit231123120.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000009/exhibit231123121.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. | | |

| Balance at beginning of period | | | $ | 677 | | $ | 598 | | $ | 603 | |

| Balance at end of period | | | $ | 779 | | $ | 677 | | $ | 598 | |

4.Includes approximately $50 million related to the acquisition of Laird Performance Materials in 2021.

Table of Contents

Table of Contents

Table of Contents

| Balance at beginning of period | | | $ | 634 | | $ | 593 | | $ | 741 | |

| Balance at end of period | | | $ | 698 | | $ | 634 | | $ | 593 | |

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

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

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

| | | | [10.28](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm) | | | | | | DuPont Pension Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.9 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | |

| | | | [10.29](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm) | | | | | | DuPont Omnibus Incentive Plan effective June 1, 2019, incorporated by reference to Exhibit 10.10 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | |

| | | | [10.30](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm) | | | | | | Amended and Restated Employment Agreement by and between DuPont de Nemours, Inc. and Edward D. Breen, dated as of December 28, 2019, incorporated by reference to Exhibit 10.1 to DuPont de Nemours, Inc. Current Report on Form 8-K filed December 29, 2020. | | |

| | | | [23.3](https://www.sec.gov/Archives/edgar/data/1666700/000166670021000005/exhibit233123120.htm) | | | | | | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. | | |

| | | | [23.4](https://www.sec.gov/Archives/edgar/data/1666700/000166670021000005/exhibit234123120.htm) | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. | | |

Date: February [removed: 12, 2021][added: 11, 2022]

| | | | /s/ LORI KOCH | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ MICHAEL G. GOSS | | | | | | Vice President and Controller | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ EDWARD D. BREEN | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ AMY G. BRADY | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ RUBY R. CHANDY | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ TERRENCE R. CURTIN | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ ALEXANDER M. CUTLER | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ ELEUTHERE I. DU PONT | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ LUTHER C. KISSAM | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ FREDERICK M. LOWERY | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ RAYMOND J. MILCHOVICH | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| | | | /s/ STEVEN M. STERIN | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#id350604d295d43a58bbb3537787080be_181)] [added: Reporting](#i8ab5495d33bb4fda99dcf6d5909f3ee8_148)] | | | [removed: F-[2](#id350604d295d43a58bbb3537787080be_181)] [added: F-[2](#i8ab5495d33bb4fda99dcf6d5909f3ee8_148)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firms](#id350604d295d43a58bbb3537787080be_184)] [added: Firms (PCAOB ID](#i8ab5495d33bb4fda99dcf6d5909f3ee8_151) 238 [and](#i8ab5495d33bb4fda99dcf6d5909f3ee8_151) 34[)](#i8ab5495d33bb4fda99dcf6d5909f3ee8_151)] | | | [removed: F-[3](#id350604d295d43a58bbb3537787080be_184)] [added: F-[3](#i8ab5495d33bb4fda99dcf6d5909f3ee8_151)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 20](#id350604d295d43a58bbb3537787080be_190)[20](#id350604d295d43a58bbb3537787080be_190)[, 201](#id350604d295d43a58bbb3537787080be_190)[9](#id350604d295d43a58bbb3537787080be_190)[,] [added: 2021, 2020,] and [removed: 2](#id350604d295d43a58bbb3537787080be_190)[018](#id350604d295d43a58bbb3537787080be_190)] [added: 2019](#i8ab5495d33bb4fda99dcf6d5909f3ee8_157)] | | | [removed: F-[9](#id350604d295d43a58bbb3537787080be_190)] [added: F-[8](#i8ab5495d33bb4fda99dcf6d5909f3ee8_157)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 20](#id350604d295d43a58bbb3537787080be_193)[20](#id350604d295d43a58bbb3537787080be_193)[, 20](#id350604d295d43a58bbb3537787080be_193)[19](#id350604d295d43a58bbb3537787080be_193) [and 20](#id350604d295d43a58bbb3537787080be_193)[1](#id350604d295d43a58bbb3537787080be_193)[8](#id350604d295d43a58bbb3537787080be_193)] [added: 2021, 2020, and 2019](#i8ab5495d33bb4fda99dcf6d5909f3ee8_160)] | | | [removed: F-[10](#id350604d295d43a58bbb3537787080be_193)] [added: F-[9](#i8ab5495d33bb4fda99dcf6d5909f3ee8_160)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 20](#id350604d295d43a58bbb3537787080be_196)[20](#id350604d295d43a58bbb3537787080be_196) [and] [added: 2021 and] December 31, [removed: 20](#id350604d295d43a58bbb3537787080be_196)[19](#id350604d295d43a58bbb3537787080be_196)] [added: 2020](#i8ab5495d33bb4fda99dcf6d5909f3ee8_163)] | | | [removed: F-[11](#id350604d295d43a58bbb3537787080be_196)] [added: F-[10](#i8ab5495d33bb4fda99dcf6d5909f3ee8_163)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 20](#id350604d295d43a58bbb3537787080be_202)[20](#id350604d295d43a58bbb3537787080be_202)[, 20](#id350604d295d43a58bbb3537787080be_202)[19](#id350604d295d43a58bbb3537787080be_202)[,] [added: 2021, 2020,] and [removed: 20](#id350604d295d43a58bbb3537787080be_202)[18](#id350604d295d43a58bbb3537787080be_202)] [added: 2019](#i8ab5495d33bb4fda99dcf6d5909f3ee8_166)] | | | [removed: F-[12](#id350604d295d43a58bbb3537787080be_202)] [added: F-[11](#i8ab5495d33bb4fda99dcf6d5909f3ee8_166)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 20](#id350604d295d43a58bbb3537787080be_211)[20](#id350604d295d43a58bbb3537787080be_211)[, 20](#id350604d295d43a58bbb3537787080be_211)[19](#id350604d295d43a58bbb3537787080be_211)[,] [added: 2021, 2020,] and [removed: 20](#id350604d295d43a58bbb3537787080be_211)[18](#id350604d295d43a58bbb3537787080be_211)] [added: 2019](#i8ab5495d33bb4fda99dcf6d5909f3ee8_169)] | | | [removed: F-[13](#id350604d295d43a58bbb3537787080be_211)] [added: F-[12](#i8ab5495d33bb4fda99dcf6d5909f3ee8_169)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#id350604d295d43a58bbb3537787080be_214)] [added: Statements](#i8ab5495d33bb4fda99dcf6d5909f3ee8_172)] | | | [removed: F-[14](#id350604d295d43a58bbb3537787080be_214)] [added: F-[13](#i8ab5495d33bb4fda99dcf6d5909f3ee8_172)] | | |

The financial statements have been audited by the Company's independent registered public accounting firms, PricewaterhouseCoopers LLP [added: for the years ended December 31, 2021, 2020,] and [added: 2019 and] Deloitte & Touche [removed: LLP.][added: LLP for the three months ended March 31, 2019.]

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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, [removed: 2020.][added: 2021.]

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, [removed: 2020,] [added: 2021,] as stated in its report, which is presented on the following pages.

[removed: February 12, 2021][added: | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of DuPont de Nemours, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020] and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes and schedule of valuation and qualifying accounts for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2020] [added: 2021] appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control [removed: -] [added: –] 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, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2020] [added: 2021] 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, [removed: 2020,] [added: 2021,] 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 [removed: 3,] [added: 4,] which statements reflect, for the period from January 1, 2019 to March 31, 2019, total net sales of $13,582 million (of which [removed: $1,604] [added: $1,334] million is included in continuing operations and [removed: $11,978] [added: $12,248] million is included in discontinued operations in the Company’s consolidated statement of operations) for the period then ended.

Management [removed: conducts impairment] tests [removed: for] goodwill [added: for impairment] annually during the fourth quarter, or more [removed: frequently, if] [added: frequently when] events or [added: changes in] circumstances indicate [removed: the carrying] [added: that fair] value [removed: of goodwill] may be [removed: impaired.][added: below carrying value.]

[removed: Fair] [added: The fair] value of each reporting unit [removed: is] [added: tested was] estimated using a combination of a discounted cash flow model [removed: and/or market approach] and [removed: involves the use of significant assumptions.][added: market approach.]

Fair value of [removed: the asset group] [added: each reporting unit tested] is [removed: determined] [added: estimated] using a combination of a discounted cash flow model [removed: and/or market approach] and [removed: involves the use of significant assumptions.][added: market approach.]

The principal considerations for our determination that performing procedures relating to the [added: interim] goodwill impairment [removed: assessments for] [added: analyses resulting from the realignment of] certain reporting units [removed: 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 [removed: measurements] of [removed: an asset group within] the [removed: PVAM business unit and] reporting [removed: 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;] [added: units;] (ii) [removed: 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, [removed: effort,] [added: subjectivity,] and [removed: subjectivity] [added: effort] in performing procedures and [removed: in] evaluating [removed: audit evidence relating to the Company’s discounted cash flow and market approach models and] [added: management’s] significant [removed: assumptions, including the] [added: assumptions related to] projected revenue, gross margins, the weighted average costs of capital, the terminal growth rates, and [removed: the probability-weighting applied to the projected financial information and weighting applied to the] [added: derived multiples from comparable] market [removed: approach] [added: transactions;] and [removed: income approach,] (iii) [removed: management recorded an impairment charge for an asset group within] the [removed: 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.

These procedures also included, among [removed: others,] [added: others (i) testing management’s process for developing the fair value estimate for the reporting units in the Electronics and Industrial and Mobility and Materials segments prior to and subsequent to the realignment; (ii)] evaluating the appropriateness of the [removed: models] [added: discounted cash flow model] and [added: market approach; (iii) testing the completeness and accuracy of underlying data provided by management; and (iv) evaluating the] reasonableness of the significant assumptions used by management [removed: 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)] [added: related to] the projected revenue, gross margins, the weighted average costs of capital, the terminal growth rates, and [removed: probability-weighting applied to the projected financial information and weighting applied to the] [added: derived multiples from comparable] market [removed: approach and income approach for the Transportation and Industrial reporting unit.][added: transactions, as applicable.]

Evaluating the reasonableness of [added: management’s significant] assumptions related to [added: the] projected [removed: revenue, gross margins,] [added: revenue] and [removed: probability-weighting applied to] the [removed: projected financial information] [added: EBITDA margin] involved considering [added: (i)] the current economic conditions and recent operating results [added: of Laird PM; (ii) external market data;] and [added: (iii)] whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

[removed: For certain impairment assessments, professionals] [added: Professionals] with specialized skill and knowledge were used to assist in [removed: evaluating] the [removed: appropriateness] [added: evaluation] of the Company’s discounted cash flow [added: model] and market approach [removed: models] and [removed: evaluating] the [removed: reasonableness of the] weighted average costs of capital, terminal growth [removed: rates] [added: rates,] and [removed: the weighting applied to the] [added: derived multiples from comparable] market [removed: approach and income approach,] [added: transactions,] as applicable.

[removed: *Tax-free determination] [added: *Determination] of [added: tax consequences of] certain internal [removed: distributions and] [added: distributions,] reorganizations [removed: in preparation for] [added: and restructurings and] the [removed: intended 2021] [added: external distribution of the] Nutrition and [removed: Bioscience business external distribution*][added: Biosciences business*]