UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 11-K
 
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2019
 
OR
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to
          
 
Commission file number: 001-38196

 A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

DUPONT RETIREMENT SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 DUPONT DE NEMOURS, INC.
974 Centre Road
Wilmington, Delaware 19805






DUPONT RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

 
______________________________________
* All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.



Report of Independent Registered Public Accounting Firm

To the Administrator and Plan Participants of DuPont Retirement Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statement of net assets available for benefits of DuPont Retirement Savings Plan (the Plan) as of December 31, 2019 and the related statement of changes in net assets available for benefits for the period June 1, 2019 through December 31, 2019, including the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019, and the changes in net assets available for benefits for the period June 1, 2019 through December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

Supplemental Information

The supplemental Schedule of Assets (Held at End of Year) as of December 31, 2019 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.


/s/ PricewaterhouseCoopers LLP

June 22, 2020

We have served as the Plan’s auditor since 2020.






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DUPONT RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2019
 
 
 
2019
Assets:
 
Investments, at fair value:
 
Participant-directed brokerage account
$
66,164,978

Common stock
104,145,450

Total investments at fair value
170,310,428

 
 
Plan interest in DuPont Specialty Products and Related Co Savings Plan Master Trust
2,933,817,305

 


Receivables:


Participants’ contributions
4,976

Employer’s contributions
3,389,608

Notes receivable from participants
53,633,431

Total receivables
57,028,015

 
 
Cash
3,069,181

 
 
Total assets
3,164,224,929

 
 
Liabilities:
 
Accrued expenses
44,500

 
 
Net assets available for benefits
$
3,164,180,429

 
See Notes to the Financial Statements beginning on page 4.




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DUPONT RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD JUNE 1, 2019 THROUGH DECEMBER 31, 2019
 
 
2019
Additions (reductions):
 

Investment (loss) income:
 

Net investment income from interest in DuPont Specialty Products and Related Co Savings Plan Master Trust
$
286,693,443

Net appreciation in fair value of investments
11,202,794

Dividend income
4,295,848

Net investment income
302,192,085

 
 

Contributions:
 

Employer’s contributions, net
79,083,848

Participants’ contributions
84,147,204

Rollovers
25,819,860

Total contributions
189,050,912

 
 

Interest from notes receivable from participants
1,777,360

 
 
Total additions
493,020,357

 
 

Deductions:
 

Benefits paid to participants
118,467,969

Distribution of dividends
24,779

Administrative expenses
563,383

Total deductions
119,056,131

 
 

Net increase prior to Assets transferred from other plans
373,964,226

 
 
Assets transferred from other plans
2,790,216,203

 
 
Net increase
3,164,180,429

 
 

Net assets available for benefits:
 

Beginning of period

End of year
$
3,164,180,429

 
See Notes to the Financial Statements beginning on page 4.


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DUPONT RETIREMENT SAVINGS PLAN

NOTES TO THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND FOR THE PERIOD JUNE 1, 2019 THROUGH DECEMBER 31, 2019


NOTE 1 — DESCRIPTION OF THE PLAN
 
The following description of the DuPont Retirement Savings Plan (the “Plan”) is provided for general purposes only.  Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
General
The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the Internal Revenue Code (“IRC”) established by the Board of Directors of DuPont de Nemours, Inc. (“DuPont”, the “Company” or the "Plan Sponsor") on June 1, 2019. The Plan is a tax-qualified, contributory profit sharing plan.

DowDuPont Inc. ("DowDuPont") was formed on December 9, 2015 to effect an all-stock, merger of equals strategic combination between The Dow Chemical Company ("Dow") and DuPont. On August 31, 2017 at 11:59 pm ET, pursuant to the agreement for planned merger, dated as of December 11, 2015, as amended on March 31, 2017, Dow and DuPont each merged with wholly owned subsidiaries of DowDuPont ("Mergers") and, as a result of the Mergers, Dow and DuPont became subsidiaries of DowDuPont (collectively, the "Merger"). Dow and DuPont did not merge their defined contribution plans as a result of the Merger.

DowDuPont announced its intent to pursue the separation of its agriculture business, specialty products business and materials science business through a series of tax-efficient transactions. As a result of these transactions, DowDuPont formed two wholly-owned subsidiaries: Dow Inc. ("Dow"), 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.

On April 1, 2019, DowDuPont completed the distribution of Dow. Additionally, Dow commenced trading under the symbol “DOW” on the New York Stock Exchange on April 2, 2019. Prior to the commencement of trading on April 2, 2019, participants in the Retirement Savings Plan (the “Legacy Plan”) who held DowDuPont stock as of the close of business on April 1, 2019 received one share of Dow Common Stock for every three shares of DowDuPont Common Stock. Dow Common Stock is closed to new investments within the Plan and was removed as an investment option in April 2020.

On June 1, 2019, DowDuPont completed the distribution of Corteva (“Corteva Distribution”). On the same day participants in the Legacy Plan who held DowDuPont stock as of the close of business on May 29, 2019 received one share of Corteva common stock for every three shares of DowDuPont common stock. On June 3, 2019 a trustee-to-trustee transfer occurred of all assets and liabilities (including plan loans in-kind) related to Legacy Plan participants aligned with DuPont de Nemours, Inc. held in the Legacy Plan to the Plan (the “Transfer”). The Transfer was conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA, as amended. The Transfer of $2.8 billion assets consisted of $2.7 billion of investments and $51 million of loans. Additionally, Corteva commenced trading under the symbol "CTVA" on the New York Stock Exchange on June 3, 2019. Corteva Common Stock is closed to new investments within the Plan and was removed as an investment option in June 2020.

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

Additionally, effective October 1, 2019, the Plan had $8.1 million in assets transferred to the Plan from Multibase 401(k) Plan of which $7.8 million was investments and $0.3 million was loans. The Multibase Plan was a Dow plan that did not merge into the Legacy Plan in connection with the Dow Distribution.

Administration
The Plan Administrator is the DuPont Benefit Plans Administrative Committee, whose members are appointed by the Company.  The DuPont Savings Plan Investment Committee, whose members are also appointed by the Company, has responsibility for selecting and overseeing the Plan investments and determining the Plan's valuation policies utilizing information provided by the investment advisers, custodians and insurance companies. The Company holds authority to appoint trustees and has designated Bank of America, N.A. (“Bank of America”) and Northern Trust Corporation (“Northern Trust”) as trustees for the Plan. Bank of America is the trustee for the balances in common stocks and mutual funds including the participant-directed brokerage account and also provides recordkeeping and participant services. The Plan entered into a Master Trust Agreement with Northern Trust to

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establish the DuPont Specialty Products and Related Co Savings Plan Master Trust (the "Master Trust"). See Note 3 for further information.

Participation
All employees of the Company or the Company’s subsidiaries and general partnerships that have adopted the Plan are eligible to participate in this Plan, except represented employees in a bargaining unit that has not accepted the terms of this Plan and individuals who are classified by the Company as leased employees and independent contractors. Individuals who are receiving severance pay, retainer, or other fees under contract are not eligible to elect or receive contributions in the Plan with respect to such compensation. No temporary employees are eligible for participation in the Plan. Temporary employees are defined as individuals hired to complete a special project of limited duration or to fill the vacancy of an employee who is on a leave of absence.

Contributions
Eligible employees may participate in the Plan by authorizing the Company to make payroll deductions. Participants may elect to make before-tax, Roth 401(k) or after-tax contributions of 1% to 90% of eligible compensation, as defined. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. 

Participants are automatically enrolled in the Plan at a 6% before-tax savings rate and increased 1% annually, up to a maximum of 15% of pay, if no action is taken by the employee within 60 days from the date of hire.

Under automatic enrollment the participant assets are invested in accordance with a managed account feature offered by Bank of America. The participant may elect not to participate in the plan at any time. All of the above participant’s savings and elections are subject to regulatory and Plan limitations.
 
The Company makes a matching contribution equal to 100% of a participant’s contribution, up to 6% of eligible compensation. In addition, the Company makes a contribution (“Retirement Savings Contribution”) to each eligible employee account, currently equal to 3% of eligible pay, regardless of the employee’s contribution election. Contributions to the Plan are subject to certain limits imposed by the Internal Revenue Service ("IRS") and the Plan terms.

Participant Accounts
The Plan’s record keeper maintains an account in the name of each participant to which each participant’s contributions, Company’s matching contributions, Retirement Savings Contributions and allocations of Plan net earnings and losses, if any, are recorded. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Investments
Participants direct the investment of the contributions into various investment options offered by the Plan. The Plan currently offers through the Master Trust, passively managed index funds, actively managed custom-designed funds, target retirement funds, and a stable value fund. Additionally, the Plan currently offers DuPont common stock and the self-directed brokerage account where participants can choose funds from various mutual fund families. The Plan also contains an Employee Stock Ownership Plan where participants can elect to have dividends from common stock paid out to them in cash instead of being reinvested in their Plan account.  For the period June 1, 2019 through December 31, 2019, $24,779 in dividends were paid to participants in cash.

Vesting
Participant contributions and the Company’s matching contributions are fully and immediately vested. Retirement Savings Contributions are fully vested after any of the following circumstances:
 
The participant has completed at least three years of service with the Company, including years of service under predecessor plans;
 The participant reaches age 65 while working for the Company;
The participant terminates employment with the Company due to becoming totally disabled while working for the Company;
The participant’s job with the Company is eliminated;

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The participant’s spouse is transferred by the Company to an employment location outside the immediate geographic area while the participant is working for the Company, and the participant terminates employment with the Company;
The participant dies while actively employed by the Company.
 
Participant balances related to prior plan company contributions or prior plan benefits transferred from the Legacy Plan, that were not vested at the time the balances were merged into the Plan, will continue to vest according to the previous plans' vesting schedules.
 
Notes Receivable from Participants
Participants may borrow up to one-half of their non-forfeitable account balances, excluding the Retirement Savings Contribution account, subject to a $1,000 minimum and up to a maximum equal to the lesser of $50,000 (less the participants highest outstanding loan balance during the previous 12 months) or 50% of their account balance. The loans are executed by promissory notes and have a minimum term of 1 year and a maximum term of 5 years, except for qualified residential loans, which have a maximum term of 10 years. Loans from former plans maintained by subsidiaries before they were acquired by the Company, which were transferred to the Plan from the Legacy Plan, could have a maximum original term of 15 years. The rate of interest on loans are commensurate with the prevailing interest rate charged on similar loans made within the same locale and time period and remain fixed for the life of the loan. The loans are repaid over the term in installments of principal and interest by deduction from pay or through ACH account debit. A participant also has the right to repay the loan in full, at any time, without penalty. At December 31, 2019, loan interest rates ranged from 3.25% to 9.75%.

Payment of Benefits
Participants may request a full distribution of their accounts when they terminate employment with the Company and all affiliates. However, the Retirement Savings Contributions will be paid only to the extent that they are vested in the employee’s account.  On separation from service, a participant also may elect to receive the value of their account balance in installment payments. Required minimum distributions will begin in April of the calendar year following the later of the year in which the participant attains age 70½ or the year following retirement or termination of employment.

Forfeited Accounts
At December 31, 2019, forfeited nonvested accounts totaled $37,562. Forfeitures can be used, as defined by the Plan, to pay administrative expenses, reinstate participant accounts and to reduce the amount of future employer contributions. A participant’s account may be reinstated if the participant becomes a covered employee by the Plan prior to incurring five consecutive one-year breaks in service, including years of service with previously divested subsidiaries of the Company. The participant account will be reinstated as soon as practical after the date the participant becomes a covered employee. Forfeited accounts of $239,616 were used to reduce employer contributions for the period June 1, 2019 through December 31, 2019. In addition, forfeited accounts were used to reinstate participant’s accounts in the amount of $3,013 while no forfeited accounts were used to pay for administrative expenses.

Administrative Expenses
Administrative expenses, including but not limited to, recordkeeping expenses, trustee fees and transactional costs may be paid by the Plan, at the election of the Plan Administrator. Expenses paid by the Plan for the period June 1, 2019 through December 31, 2019 were $563,383, which excludes expenses paid by the Master Trust. Brokerage fees, transfer taxes, investment fees and other expenses incidental to the purchase and sale of securities and investments shall be included in the cost of such securities or investments, or deducted from the sales proceeds.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Recent Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement," which is part of the FASB disclosure framework project to improve the effectiveness of disclosures in the notes to the financial statements. The amendments in the new guidance remove, modify and add certain disclosure requirements related to fair value measurements covered in Topic 820, "Fair Value Measurement." The new

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standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for either the entire standard or only the requirements that modify or eliminate the disclosure requirements, with certain requirements applied prospectively, and all other requirements applied retrospectively to all periods presented. Plan management adopted this guidance effective June 1, 2019 without a material impact to the financial statements or disclosures.

Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.
 
Risks and Uncertainties
The Plan utilizes various investment options, which include investments in the Master Trust, in any combination of equities, fixed income securities, mutual funds, common collective trusts, separate account and synthetic guaranteed investment contracts ("GICs"), currency and commodities, futures, forwards, options and swaps. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect participants’ account balances and the amounts reported in the financial statements.

Investment Valuation and Income Recognition
The Plan's investments are stated at fair value, except for fully benefit-responsive investment contracts held in the Master Trust, which are reported at contract value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Common stocks are valued at the year-end market price of the common stocks. The mutual funds, included in the participant-directed brokerage account investments, consist of shares of registered investment companies comprised of equity and fixed income funds and are valued at the net asset value of shares held by the Plan at year-end.
 
Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold as well as held during the year.

Purchases and sales of investments are recorded on a trade-date basis. Realized gains and losses on the sale of common stocks are based on average cost of the securities sold. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income.
 
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
 
Payment of Benefits
Benefit payments to participants are recorded upon distribution. Amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid, were $852,837 at December 31, 2019.

NOTE 3 — INTEREST IN MASTER TRUST
 
The objective of the Master Trust is to allow participants from affiliated plans to invest in several custom designed investment choices through separately managed accounts. The Master Trust contains several actively managed investment pools and commingled index funds offered to participants as “core investment options” and “age-targeted options.” The investment pools are administered by different investment managers through separately managed accounts at Northern Trust. NEPC LLC, a registered investment adviser, has the oversight responsibility for the investments' managers and evaluates the funds' performances under the Master Trust. The Master Trust also includes the DuPont SpecCo. Stable Value Fund (the "Stable Value Fund"). NEPC LLC appointed DuPont Capital Management Corporation ("DCMC"), a registered investment adviser and wholly-owned subsidiary of Corteva, to be the sub-advisor of the Stable Value Fund. DCMC actively manages the investments of the Stable Value Fund under the terms of an investment management agreement between DCMC and NEPC LLC.

At December 31, 2019, the Master Trust includes the assets of the Plan.


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To participate in the Master Trust, affiliates who sponsor qualified savings plans and who have adopted the Master Trust Agreement are required to make payments to Northern Trust of designated portions of employees’ savings and other contributions by the affiliate. Investment income relating to the Master Trust is allocated based on the individual Plan’s specific interest within the Master Trust.

Master Trust Investments
The investments of the Master Trust are reported at fair value, except fully benefit-responsive investment contracts, which are reported at contract value. Purchases and sales of the investments within the Master Trust are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.
 
Cash and short-term investments include cash and short-term interest-bearing investments with initial maturities of three months or less. Such amounts are recorded at cost, plus accrued interest, which approximate fair value.
 
Mutual funds are valued at the net asset value of shares held by the Master Trust at year-end. Units held in common collective trusts (“CCTs”) are valued at the net asset value as reported by the CCTs’ trustee as a practical expedient to estimate fair value.
 
Common stock, preferred stock, options and futures traded in active markets on national and international securities exchanges are valued at closing prices on the last business day of the period presented.

Exchange Traded Funds (ETFs) traded in active markets on national and international securities exchanges are valued at closing prices on the last business day of the period presented. Units held in CCTs are valued at the net asset value as reported by the CCTs’ trustee as a practical expedient to estimate fair value.

Fixed income securities are valued using either the reported bid price at the close of business, the reported mid price at the close of business or pricing models maximizing the use of observable inputs for similar securities. This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings.

Forward foreign currency contracts are valued at fair value, as determined by Northern Trust (or independent third parties on behalf of the Master Trust), using quoted forward foreign currency exchange rates. At the end of the period presented, open contracts are valued at the current forward foreign currency exchange rates, and the change in market value is recorded as an unrealized gain or loss. When the contract is closed or delivery taken, the Master Trust records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
 
Swap contracts are valued at fair value, as determined by Northern Trust (or independent third parties on behalf of the Master Trust) utilizing pricing models and taking into consideration exchange quotations on underlying instruments, dealer quotations and other market information.

Investments denominated in currencies other than the United States dollar are converted using exchange rates prevailing at the end of the period presented. Purchases and sales of such investments are translated at the rate of exchange on the respective dates of such transactions.

Description of the Master Trust’s Investment Contracts
The Master Trust holds two types of investment contracts that are fully benefit-responsive: synthetic GICs and separate account GICs. These investment contracts are measured at contract value. Contract value is the relevant measurement attributable for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts, because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under the contracts, plus earnings, less participant withdrawals and administrative expenses.

The Master Trust invests in synthetic GICs and separate account GICs. For synthetic GICs, the Master Trust owns the underlying investments, whereas for the separate account GICs, the Master Trust receives title to the annuity contract, but not the direct title to the assets in the separate account. Synthetic and separate account GICs are backed by fixed income assets. The underlying investments held within the synthetic GICs are comprised of DCMC sponsored GEM Trusts and a DCMC managed Futures Overlay account.  The GEM Trusts are commingled fixed income portfolios managed by DCMC and additional investment managers hired by DCMC that invest in high quality fixed income securities across the short, intermediate and core sectors. The underlying

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investments wrapped within the separate account contracts are managed by third party fixed income managers and include securities diversified across the broad fixed income market, such as, but not limited to, corporate bonds, mortgage related securities, government bonds, asset-backed securities, cash, cash equivalents, and certain non-leveraged derivatives. The DCMC managed Futures Overlay account is used to reduce the duration of the contracts and consequently of the stable value funds that participate in the contracts. The overlay will be implemented either through a commingled account or separate accounts for each stable value fund. The duration reduction will be achieved through short futures positions. The overlay account will hold the short futures positions and cash or cash equivalents. The account will not always be active; it will only be active when DCMC decides to provide protection to its funds against rising rates through duration reduction.
 
Synthetic GICs, backed by underlying assets, are designed to provide principal protection and accrued interest over a specified period of time (i.e., period of time before the crediting rate reset) through benefit-responsive wrapper contracts issued by a third party assuming that the underlying assets meet the requirements of the GIC. Separate account GICs are investment contracts invested in insurance company separate accounts established for the sole benefit of Stable Value Fund participants. The synthetic and separate account GICs are wrapped by the financially responsible insurance company. The Master Trust participates in the underlying experience of the separate account via future periodic rate resets.

Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value for plan permitted benefit payments. Certain events may limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan); (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the Plan sponsor or other Plan sponsor events (i.e. divestitures or spin-offs of a subsidiary) which cause a significant withdrawal from the Plan or (iv) the failure of the Master Trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan Administrator does not believe that the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value, is probable.

Based on certain events specified in fully benefit-responsive investment contracts, both the Plan/Master Trust and issuers of such investment contracts are permitted to terminate the investment contracts. If applicable, such terminations can occur prior to the scheduled maturity date.
 
Examples of termination events that permit issuers to terminate investment contracts include the following:
 
The Plan Sponsor’s receipt of a final determination notice from the IRS that the Plan does not qualify under Section  401(a) of the IRC.
The Master Trust ceases to be exempt from federal income taxation under Section 501(a) of the IRC.
The Plan/Master Trust or its representative breaches material obligations under the investment contract such as a failure to satisfy its fee payment obligations.
The Plan/Master Trust or its representative makes a material misrepresentation.
The Plan/Master Trust makes a material amendment to the Plan/Master Trust and/or the amendment adversely impacts the issuer.
The Plan/Master Trust, without the issuer’s consent, attempts to assign its interest in the investment contract.
The balance of the contract value is zero or immaterial.
Mutual consent.
The termination event is not cured within a reasonable time period, i.e., 30 days.
The investment manager of the underlying securities is replaced without the prior written consent by the issuer.
The underlying securities are managed in a way that does not comply with the investment guidelines.
 
At termination, the contract value is adjusted to reflect a discounted value based on surrender charges or other penalties for GICs.
 
If the issuer of a synthetic or separate account GIC chooses to terminate the contract, assuming no breach of contract by the contract holder, the issuer is contractually obligated to deliver to the contract holder either book value or market value, whichever is greater at the time of termination, less any unpaid fees or charges. If the contract holder chooses to terminate the contract, they can choose to receive a cash value payout equal to the market value of the assets, or, if the market value is less than the book value, they can

9


choose to enter into a wind-down phase designed to immunize the difference between market and book values over a time period agreed upon by both parties. The contract holder can choose to replace the contract issuer with a new issuer at any time, provided that all involved parties agree to the terms of transition.

Financial Instruments with Off-Balance-Sheet Risk in the Master Trust
In accordance with the investment strategy of the managed accounts, the Master Trust’s investment managers execute transactions in various financial instruments that may give rise to varying degrees of off-balance-sheet market and credit risk. These instruments can be executed on an exchange or negotiated in the over-the-counter market. These financial instruments include futures, forward settlement contracts, swap and option contracts.
 
Swap contracts include interest rate swap contracts which involve an agreement to exchange periodic interest payment streams (typically fixed vs. variable) calculated on an agreed upon periodic interest rate multiplied by a predetermined notional principal amount.

The Master Trust invests in financial futures contracts solely for the purpose of hedging its existing portfolio securities, or securities that the Master Trust intends to purchase, against fluctuations in fair value caused by changes in prevailing market interest rates. Upon entering into a financial futures contract, the Master Trust is required to pledge to the broker an amount of cash, U.S. government securities, or other assets equal to a certain percentage of the contract amount (initial margin deposit). Subsequent payments, known as variation margin, are made or received by the Master Trust each day, depending on the daily fluctuations in the fair value of the underlying security. The Master Trust recognizes a gain or loss equal to the daily variation margin. If market conditions move unexpectedly, the Master Trust may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates, and the underlying hedged assets.

Market risk arises from the potential for changes in value of financial instruments resulting from fluctuations in interest and foreign exchange rates and in prices of debt and equity securities. The gross notional (or contractual) amounts used to express the volume of these transactions do not necessarily represent the amounts potentially subject to market risk. In many cases, these financial instruments serve to decrease, rather than increase, the Master Trust’s exposure to losses from market or other risks. In addition, the measurement of market risk is meaningful only when all related and offsetting transactions are identified. The Master Trust’s investment managers generally limit the Master Trust’s market risk by holding or purchasing offsetting positions.
 
As a writer of option contracts, the Master Trust receives a premium to become obligated to buy or sell financial instruments for a period of time at the holder’s option. During this period, the Master Trust bears the risk of an unfavorable change in the market value of the financial instrument underlying the option, but has no credit risk, as the counterparty has no performance obligation to the Master Trust once it has paid its cash premium.
 
The Master Trust is subject to credit risk of counterparty nonperformance on derivative contracts in a gain position, except for written options, which obligate the Master Trust to perform and do not give rise to any counterparty credit risk.




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The following presents the Master Trust’s net assets at December 31, 2019:
 
2019
Assets:
 
Investments, at fair value:
 
Common stocks
$
823,961,416

Preferred stocks
535,785

Fixed income securities
 
  Corporate bonds
18,317,562

  Commercial asset backed securities
6,486,148

  Government bonds
15,131,703

  Government mortgage backed securities
23,676,185

  Other
3,219,019

Mutual funds
30,084,671

Exchange traded funds
1,281,647

CCTs
1,358,928,364

Total investments at fair value
2,281,622,500

 
 
Investments, at contract value:
 
Separate account GICs
398,560,995

Synthetic GICs
250,557,160

Total investments at contract value
649,118,155

 
 
Cash
976,842

Receivables for securities sold
13,918,100

Accrued income
1,631,925

Other assets
772,183

Total assets
2,948,039,705

 
 
Liabilities:
 
Payables for securities purchased
10,043,716

Accrued expenses
3,644,104

Other liabilities
534,580

Total liabilities
14,222,400

 
 
Master Trust net assets
$
2,933,817,305


At December 31, 2019, the Plan's specific interest in the net assets of the Master Trust was 100%, and therefore the dollar amount of the Plan’s interest in each general type of investment, as well as the dollar amount of the Plan’s interest in the other assets and liabilities of the Master Trust is equivalent to the total Master Trust balances stated above.
 

11


The following presents the net investment income for the Master Trust for the period June 1, 2019 through December 31, 2019:
 
2019
Net appreciation in fair value of investments
$
268,798,963

 
 

Investment income (loss):
 

Interest income
13,585,502

Dividend income
9,074,289

Investment management expenses
(4,214,221
)
Net investment income
$
287,244,533


12


NOTE 4 FAIR VALUE MEASUREMENTS
 
Accounting Standards Codification 820, Fair Value Measurements and Disclosures, provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows: Level 1, which refers to securities valued using unadjusted quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
 
Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table sets forth by level, within the fair value hierarchy, the Plan’s and the Master Trust’s assets and liabilities at fair value as of December 31, 2019:
 
Investments at Fair Value as of December 31, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
Plan’s investments, excluding interest in Master Trust:
 

 
 

 
 

 
 

Common stocks
$
104,145,450

 
$

 
$

 
$
104,145,450

Participant-directed brokerage account
66,164,978

 

 

 
66,164,978

Total Plan’s investments, at fair value
$
170,310,428

 
$

 
$

 
$
170,310,428

 
 
 
 
 
 
 
 
Master Trust’s investments:
 

 
 

 
 

 
 

Common stocks
$
823,961,416

 
$

 
$

 
$
823,961,416

Preferred stocks
535,785

 

 

 
535,785

Fixed income securities

 

 

 
 
  Corporate bonds

 
18,317,562

 

 
18,317,562

  Commercial asset backed securities

 
6,486,148

 

 
6,486,148

  Government bonds

 
15,131,703

 

 
15,131,703

  Government mortgage backed securities

 
23,676,185

 

 
23,676,185

  Other

 
3,219,019

 

 
3,219,019

Mutual funds
30,084,671

 

 

 
30,084,671

Exchange traded funds
1,281,647

 

 

 
1,281,647

Total Master Trust investment assets
855,863,519

 
66,830,617

 

 
922,694,136

 
 
 
 
 
 
 
 
Other financial instruments1

 
237,603

 

 
237,603

Subtotal
855,863,519

 
67,068,220

 

 
922,931,739

 
 
 
 
 
 
 
 
Master Trust investments measured at net asset value2:
 
 
 
 
 
 
 
CCTs
 
 
 
 
 
 
1,358,928,364

 
 
 
 
 
 
 
 
Total Master Trust assets, at fair value
$
855,863,519

 
$
67,068,220

 
$

 
$
2,281,860,103

1. Other financial instruments includes forwards, futures, options, and swaps.
2. In accordance with "Fair Value Measurement (Topic 820), Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share or its Equivalent," certain investments reported at fair value using the net asset value practical expedient have been excluded from the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total master trust investments at fair value.

13




The following summarizes CCTs measured at fair value based on net asset value per share as of December 31, 2019. Redemption for common collective trusts is permitted daily and there are no unfunded commitments.
 
 
Redemption Notice Period
 
December 31, 2019
 
Northern Trust Collective Treasury Inflation-Protected Securities (TIPS) Index Fund - Non-Lending
$
19,999,728

By 9:30AM CT on valuation date
Northern Trust Collective Aggregate Bond Index Fund - Non-Lending
166,861,693

By 9:30AM CT on valuation date
Northern Trust Collective EAFE® Index Fund - Non-Lending
179,226,412

By 9:30AM CT one business day prior to valuation date
Northern Trust Collective Global Real Estate Index Fund - Non-Lending
3,517,433

By 9:30AM CT one business day prior to valuation date
Northern Trust Collective Russell 2000 Index Fund - Non-Lending
107,455,949

By 9:30AM CT on valuation date
Northern Trust Collective S&P 400® Index Fund - Non-Lending
204,780,866

By 9:30AM CT on valuation date
Northern Trust Collective S&P 500® Index Fund - Non-Lending
460,308,067

By 9:30AM CT on valuation date
Northern Trust Collective Government Short Term Investment Fund
38,022,295

By 2:00PM CT on valuation date
Voya Core Plus Trust Fund Class 1
68,901,783

By 1:00PM ET on valuation date
T Rowe International Small Cap Equity Fund
25,575,658

By 4:00PM ET on valuation date
Walter Scott International Equity Fund
84,278,480

By 1:00PM AET on valuation date
 
$
1,358,928,364

 

NOTE 5 — RELATED PARTY AND PARTY IN INTEREST TRANSACTIONS
 
Certain Plan investments are units of CCTs managed by Northern Trust, trustee of the Master Trust. Bank of America Merrill Lynch is the trustee of the participant-directed brokerage account. In addition, the Plan offers common stock as an investment option.

At December 31, 2019, the Plan held $834,254 shares of DuPont Common Stock valued at $53,559,080. During the period June 1, 2019 through December 31, 2019, the Plan purchased and sold $14,762,232 and $39,335,521, respectively, of DuPont Common Stock. Dividends received for the period June 1, 2019 through December 31, 2019, were $468,121 from DuPont Common Stock. Additionally, during the period June 1, 2019 through December 31, 2019, DuPont Common Stock had a realized loss of $40,433,715. Transactions in this investment, including related fees, and notes receivables from participants, qualify as party-in-interest transactions which are exempt from the prohibited transaction rules of ERISA.

NOTE 6 PLAN TERMINATION
 
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants would become 100% vested in the Retirement Savings Contributions. 

14



NOTE 7 — TAX STATUS
 
The Plan is accounted for as a qualified plan pursuant to Section 401(a) of the IRC and the related trust is accounted for as if it were exempt from federal taxation under Section 501(a) of the IRC. The Plan Administrator has applied for an initial determination letter for the Plan but as of the date of the financial statements the Plan has not received a tax determination letter or a favorable tax ruling. The Plan Administrator does not have any reason to believe that the tax determination letter will be unfavorable as they believe the Plan is designed and is currently operated in accordance with the applicable requirements of the IRC; therefore, no provision for income taxes has been included in the Plan’s financial statements.

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2019, there are no uncertain positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions for all open periods since inception.

NOTE 8 — RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
 
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31st but are not yet paid as of that date. The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2019 to the Form 5500:
 
2019
Net assets available for benefits per the financial statements
$
3,164,180,429

Amounts allocated to withdrawing participants
(852,837
)
Loan balances considered deemed distributions
(181,265
)
Adjustment from contract value to fair value for fully benefit-responsive investment contracts held in Master Trust
17,244,365

Net assets available for benefits per the Form 5500
$
3,180,390,692


The following is a reconciliation of notes receivable from participants per the financial statements at December 31, 2019 to notes receivable from participants per the Form 5500:
 
2019
Notes receivable from participants per the financial statements
$
53,633,431

Loan balances considered deemed distributions
(181,265
)
Notes receivable from participants per the Form 5500
$
53,452,166


The following is a reconciliation of total additions (reductions) per the financial statements to total income per the Form 5500 for the period June 1, 2019 through December 31, 2019:
 
2019
Total additions per the financial statements
$
493,020,357

2019 adjustment from contract value to fair value for fully benefit-responsive investment contracts held in Master Trust
17,244,365

Total income per the Form 5500
$
510,264,722



15


The following is a reconciliation of total deductions per the financial statements to total expenses per the Form 5500 for the period June 1, 2019 through December 31, 2019:
 
2019
Total deductions per the financial statements
$
119,056,131

Amounts allocated to withdrawing participants at December 31, 2019
852,837

Current year cumulative deemed distributions
181,265

Prior year cumulative deemed distributions

Total expenses per the Form 5500
$
120,090,233


NOTE 9 — SUBSEQUENT EVENTS

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. Global financial markets have experienced and may continue to experience significant volatility resulting from the spread of COVID-19. The extent of the impact of COVID-19 on the Plan's net assets available for benefits, contributions and benefit obligations will depend on future developments, including the duration and continued spread of the outbreak.

On December 15, 2019, the Company entered into definitive agreements to separate and combine the Nutrition & Biosciences business segment (the "N&B Business") with International Flavors & Fragrances Inc. ("IFF") in a tax-efficient Reverse Morris Trust transaction, (the "Proposed N&B Transaction"). The transaction is expected to close in the first quarter of 2021, subject to approval by IFF shareholders and other customary closing conditions, including regulatory approvals and receipt by DuPont of an opinion of tax counsel. At the time the transaction closes, any employees aligned with the N&B Business will cease to be employed by the Company and its subsidiaries and will no longer be eligible to participate in the Plan.

The Plan has operationally implemented certain changes permitted by the Setting Every Community Up for Retirement Enhancement (“SECURE Act”) and the Coronavirus Aid, Relief, and Economic Security Act, ("CARES Act"), which change the Plan to, among others, allow for certain eligible individuals to suspend required minimum distributions, delay the commencement date for required minimum distributions and receive coronavirus-related distributions up to $100,000. Employees can take a new loan up to $100,000 (or 50% of the available account balance, if less) and suspend repayment of the loan up to 12 months or suspend repayment of existing loans for up to 12 months. Written amendments to the Plan to reflect these operational changes will be adopted at a later date in accordance with applicable law and IRS guidance.

Dow Common Stock was removed from investment options on April 1, 2020. All outstanding balances were liquidated and invested in the Large Cap Index Fund. Corteva Common Stock was removed from investment options on June 1, 2020. All outstanding balances were liquidated and invested in the Large Cap Index Fund.

No other subsequent events were identified through June 22, 2020, the date the financial statements were issued



16


DUPONT RETIREMENT SAVINGS PLAN

SUPPLEMENTAL SCHEDULE
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2019
ATTACHMENT TO FORM 5500, SCHEDULE H, PART IV, LINE I
 
 
 
(b)
 
(c)
 
(d)
 
(e)
(a)
 
Identity of Issue
 
Description of Investment
 
Cost
 
Current Value
*
 
DuPont Company Stock
 
Common stock
 
**
 
$
53,559,080

 
 
Dow Company Stock
 
Common stock
 
**
 
31,852,552

 
 
Corteva Company Stock
 
Common stock
 
**
 
18,733,818

 
 
 
 
 
 
 
 
 

*
 
Plan interest in the DuPont Specialty Products and Related Companies Savings Plan Master Trust
 
Master Trust
 
**
 
2,951,061,670

 
 
 
 
 
 
 
 
 

*
 
Participant-directed brokerage account
 
Brokerage account
 
**
 
66,164,978

 
 
 
 
 
 
 
 
 

*
 
Notes receivable from participants
 
3.25% - 9.75% - Maturing from January 2020 - November 2029
 
**
 
53,452,166

 
 
Total Assets Held At End of Year
 
 
 
 
 
$
3,174,824,264

 ______________________________________
*
 
Party-in-interest
**
 
Cost not required for participant-directed investments


17


EXHIBIT INDEX
 
Exhibit
Number
 
Description
 
Consent of Independent Registered Public Accounting Firm


18


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
DuPont Retirement Savings Plan
 
 
 
/s/ Kathleen Fortebuono
 
 
 
Vice President, DuPont Global Rewards
 
June 22, 2020

19
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