UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2020
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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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
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FINANCIAL STATEMENTS: |
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SUPPLEMENTAL SCHEDULES*: |
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______________________________________
* 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 statements of net assets available
for benefits of DuPont Retirement Savings Plan (the “Plan”) as of
December 31, 2020 and December 31, 2019 and the related statement
of changes in net assets available for benefits for the year ended
December 31, 2020, 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,
2020 and December 31, 2019, and the changes in net assets available
for benefits for the year ended December 31, 2020 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 audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the 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 audits 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 audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Supplemental Information
The supplemental Schedule of Assets (Held at End of Year) as of
December 31, 2020 and supplemental Schedule of Delinquent
Participant Contributions for the year ended December 31, 2020 have
been subjected to audit procedures performed in conjunction with
the audit of the Plan’s financial statements. The supplemental
schedules are the responsibility of the Plan’s management. Our
audit procedures included determining whether the supplemental
schedules reconcile 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 schedules. In forming our opinion on
the supplemental schedules, we evaluated whether the supplemental
schedules, including their form and content, are 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 schedules
are fairly stated, in all material respects, in relation to the
financial statements as a whole.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 17, 2021
We have served as the Plan’s auditor since 2020.
DUPONT RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2020 AND 2019
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2020 |
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2019 |
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Assets: |
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Investments, at fair value: |
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Participant-directed brokerage account |
$ |
87,849,080 |
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$ |
66,164,978 |
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Common stock |
59,574,864 |
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104,145,450 |
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Total investments at fair value |
147,423,944 |
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170,310,428 |
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Plan interest in DuPont Specialty Products and Related Co Savings
Plan Master Trust |
3,348,152,525 |
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2,933,817,305 |
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Receivables: |
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Participants’ contributions |
124,408 |
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4,976 |
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Employer’s contributions |
119,094 |
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3,389,608 |
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Notes receivable from participants |
50,792,537 |
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53,633,431 |
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Total receivables |
51,036,039 |
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57,028,015 |
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Cash |
2,008,899 |
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3,069,181 |
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Total assets |
3,548,621,407 |
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3,164,224,929 |
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Liabilities: |
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Accrued expenses |
45,500 |
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44,500 |
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Net assets available for benefits |
$ |
3,548,575,907 |
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$ |
3,164,180,429 |
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See Notes to the Financial Statements beginning on
page 4.
DUPONT RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2020
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2020 |
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Additions: |
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Investment income: |
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Net investment income from interest in DuPont Specialty Products
and Related Co Savings Plan Master Trust |
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365,171,735 |
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Net appreciation in fair value of investments |
2,896,346 |
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Dividend income |
5,211,760 |
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Net investment income |
373,279,841 |
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Contributions: |
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Employer’s contributions, net |
135,035,680 |
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Participants’ contributions |
162,392,528 |
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Rollovers |
19,876,881 |
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Total contributions |
317,305,089 |
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Interest from notes receivable from participants |
2,880,087 |
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Total additions |
693,465,017 |
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Deductions: |
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Benefits paid to participants |
308,624,211 |
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Distribution of dividends |
61,561 |
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Administrative expenses |
919,357 |
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Total deductions |
309,605,129 |
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Net increase prior to assets transferred from other
plans |
383,859,888 |
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Assets transferred from other plans |
1,441,250 |
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Assets transferred out of plan |
(905,660) |
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Net increase |
384,395,478 |
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Net assets available for benefits: |
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Beginning of year |
3,164,180,429 |
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End of year |
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3,548,575,907 |
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See Notes to the Financial Statements beginning on
page 4.
DUPONT RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND 2019 AND FOR THE YEAR ENDED DECEMBER
31, 2020
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 and all outstanding balances of
$13,126,441 were liquidated and invested in the Large Cap Index
Fund.
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.
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 and all outstanding balances of
$12,506,898 were liquidated and invested in the Large Cap Index
Fund.
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."
The decrease in common stock is attributable to Dow and Corteva
common stock being closed to new investment and subsequently being
allocated to other investment options in April and June 2020,
respectively.
For the year ended December 31, 2020, there were $1,441,250 of
asset transfers into the Plan. On December 10, 2020 there were
$796,043 of investments and no loans transferred in from the
Corteva Retirement Savings Plan. There was no blackout period
associated with this transfer in. On July 1, 2020, there were
$644,674 of investments and $533 of loans transferred in associated
with the Desalitech acquisition. The blackout period for the
Desalitech transfer was from 4 PM ET on June 24, 2020 to 8 AM ET on
July 16, 2020. For the year ended December 31, 2020 there were
$905,660 of assets transferred to the Corteva Retirement Savings
Plan.
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 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.
Effective February 1, 2020, the Plan Retirement Savings
Contributions started being made each pay period. Previously, the
Retirement Savings Contributions were contributed to participant
accounts at the end of each month.
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
distributed to them in cash instead of being reinvested in their
Plan account. For the year ended December 31, 2020,
$61,561 in dividends were distributed 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;
•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, 2020 and 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. As a
result of the Setting Every Community Up for Retirement Enhancement
("SECURE") Act, the required minimum distribution age was increased
to age 72 effective January 2020 and as a result, terminated
participants must begin taking minimum distributions in April of
the year following the year they turn age 72. However, for
terminated participants who were age 70 ½ in 2019 or earlier, the
required minimum distribution age of 70 ½ is
unchanged.
Forfeited Accounts
At December 31, 2020 and 2019, forfeited nonvested accounts
totaled $9,911 and $37,562, respectively. 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 $1,418,978 were used to reduce
employer contributions for the year ended December 31, 2020.
In addition, forfeited accounts were used to reinstate
participant’s accounts and pay for administrative expenses in the
amounts of $48,265 and $32,374, respectively.
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 year ended December 31, 2020
were $919,357, 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.
Coronavirus Aid, Relief, and Economic Security Act ("CARES
Act")
The Plan operationally implemented certain changes permitted by the
Coronavirus Aid, Relief, and Economic Security Act, ("CARES Act"),
which change the Plan to allow for (a) waiver of required minimum
distributions from 2019, not yet distributed in 2020 as well as for
all of 2020 distributions, (b) coronavirus-related distributions up
to $100,000 through December 31, 2020 (c) suspension of loan
repayments on existing or new loans due between March 27, 2020 and
December 31, 2020 for up to one year and (d) new loans up to
$100,000 through September 27, 2020 (or 50% of the available
account balance, if less). 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. Total
withdrawals using these provisions were $71,090,036 for the year
ended December 31, 2020.
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”).
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 $1,040,722
and $852,837 at December 31, 2020 and 2019,
respectively.
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, 2020 and 2019, the Master Trust included the
assets of the Plan.
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 Global Evergreen Managed ("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 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 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.
The following presents the Master Trust’s net assets at
December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
Assets: |
|
|
|
|
Investments, at fair value: |
|
|
|
|
Common stocks |
$ |
892,386,140 |
|
|
$ |
823,961,416 |
|
|
Preferred stocks |
549,032 |
|
|
535,785 |
|
|
Fixed income securities |
|
|
|
|
Corporate bonds |
28,424,516 |
|
|
18,317,562 |
|
|
Commercial asset backed securities |
5,907,455 |
|
|
6,486,148 |
|
|
Government bonds |
15,837,943 |
|
|
15,131,703 |
|
|
Government mortgage backed securities |
18,478,457 |
|
|
23,676,185 |
|
|
Other |
3,283,577 |
|
|
3,219,019 |
|
|
Mutual funds |
30,593,826 |
|
|
30,084,671 |
|
|
Exchange traded funds |
2,296,371 |
|
|
1,281,647 |
|
|
CCTs |
1,637,557,061 |
|
|
1,358,928,364 |
|
|
Total investments at fair value |
2,635,314,378 |
|
|
2,281,622,500 |
|
|
|
|
|
|
|
Investments, at contract value: |
|
|
|
|
Separate account GICs |
461,303,953 |
|
|
398,560,995 |
|
|
Synthetic GICs |
240,207,880 |
|
|
250,557,160 |
|
|
Total investments at contract value |
701,511,833 |
|
|
649,118,155 |
|
|
|
|
|
|
|
Cash |
1,833,575 |
|
|
976,842 |
|
|
Receivables for securities sold |
17,640,240 |
|
|
13,918,100 |
|
|
Accrued income |
1,754,070 |
|
|
1,631,925 |
|
|
Other assets |
418,767 |
|
|
772,183 |
|
|
Total assets |
3,358,472,863 |
|
|
2,948,039,705 |
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
Payables for securities purchased |
7,136,649 |
|
|
10,043,716 |
|
|
Accrued expenses |
2,949,756 |
|
|
3,644,104 |
|
|
Other liabilities |
233,933 |
|
|
534,580 |
|
|
Total liabilities |
10,320,338 |
|
|
14,222,400 |
|
|
|
|
|
|
|
Master Trust net assets |
$ |
3,348,152,525 |
|
|
$ |
2,933,817,305 |
|
At December 31, 2020 and 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.
The following presents the net investment income for the Master
Trust for the year ended December 31, 2020:
|
|
|
|
|
|
|
|
2020 |
|
Net appreciation in fair value of investments |
$ |
341,088,471 |
|
|
|
|
|
Investment income (loss): |
|
|
Interest income |
17,860,016 |
|
|
Dividend income |
14,156,710 |
|
|
Investment management expenses |
(7,933,462) |
|
|
Net investment income |
$ |
365,171,735 |
|
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, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at Fair Value as of December 31, 2020 |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
Plan’s investments, excluding interest in Master Trust: |
|
|
|
|
|
|
|
|
Common stocks |
$ |
87,849,080 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
87,849,080 |
|
|
Participant-directed brokerage account |
59,574,864 |
|
|
— |
|
|
— |
|
|
59,574,864 |
|
|
Total Plan’s investments, at fair value |
$ |
147,423,944 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
147,423,944 |
|
|
|
|
|
|
|
|
|
|
|
Master Trust’s investments: |
|
|
|
|
|
|
|
|
Common stocks |
$ |
892,386,140 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
892,386,140 |
|
|
Preferred stocks |
549,032 |
|
|
— |
|
|
— |
|
|
549,032 |
|
|
Fixed income securities |
|
|
|
|
|
|
|
|
Corporate bonds |
— |
|
|
28,424,516 |
|
|
— |
|
|
28,424,516 |
|
|
Commercial asset backed securities |
— |
|
|
5,907,455 |
|
|
— |
|
|
5,907,455 |
|
|
Government bonds |
— |
|
|
15,837,943 |
|
|
— |
|
|
15,837,943 |
|
|
Government mortgage backed securities |
— |
|
|
18,478,457 |
|
|
— |
|
|
18,478,457 |
|
|
Other |
— |
|
|
3,283,577 |
|
|
— |
|
|
3,283,577 |
|
|
Mutual funds |
30,593,826 |
|
|
— |
|
|
— |
|
|
30,593,826 |
|
|
Exchange traded funds |
2,296,371 |
|
|
— |
|
|
— |
|
|
2,296,371 |
|
|
Total Master Trust investment assets |
925,825,369 |
|
|
71,931,948 |
|
|
— |
|
|
997,757,317 |
|
|
|
|
|
|
|
|
|
|
|
Other financial instruments1
|
— |
|
|
185,845 |
|
|
— |
|
|
185,845 |
|
|
Subtotal |
925,825,369 |
|
|
72,117,793 |
|
|
— |
|
|
997,943,162 |
|
|
|
|
|
|
|
|
|
|
|
Master Trust investments measured at net asset
value2:
|
|
|
|
|
|
|
|
|
CCTs |
|
|
|
|
|
|
1,637,557,061 |
|
|
|
|
|
|
|
|
|
|
|
Total Master Trust assets, at fair value |
$ |
925,825,369 |
|
|
$ |
72,117,793 |
|
|
$ |
— |
|
|
$ |
2,635,500,223 |
|
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.
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: |
|
|
0 |
|
|
|
|
|
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.
The following summarizes CCTs measured at fair value based on net
asset value per share as of December 31, 2020 and 2019.
Redemption for common collective trusts is permitted daily and
there are no unfunded commitments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption Notice Period |
|
December 31, 2020 |
|
December 31, 2019 |
|
|
Northern Trust Collective Treasury Inflation-Protected Securities
(TIPS) Index Fund - Non-Lending |
$ |
20,527,309 |
|
|
$ |
19,999,728 |
|
By 9:30AM CT on valuation date |
|
Northern Trust Collective Aggregate Bond Index Fund -
Non-Lending |
229,314,303 |
|
|
166,861,693 |
|
By 9:30AM CT on valuation date |
|
Northern Trust Collective EAFE®
Index Fund - Non-Lending
|
155,389,116 |
|
|
179,226,412 |
|
By 9:30AM CT one business day prior to valuation date |
|
Northern Trust Collective Global Real Estate Index Fund -
Non-Lending |
3,882,804 |
|
|
3,517,433 |
|
By 9:30AM CT one business day prior to valuation date |
|
Northern Trust Collective Russell 2000 Index Fund -
Non-Lending |
123,117,964 |
|
|
107,455,949 |
|
By 9:30AM CT on valuation date |
|
Northern Trust Collective S&P 400®
Index Fund - Non-Lending
|
180,061,294 |
|
|
204,780,866 |
|
By 9:30AM CT on valuation date |
|
Northern Trust Collective S&P 500®
Index Fund - Non-Lending
|
665,114,219 |
|
|
460,308,067 |
|
By 9:30AM CT on valuation date |
|
Northern Trust Collective Government Short Term Investment
Fund |
57,985,222 |
|
|
38,022,295 |
|
By 2:00PM CT on valuation date |
|
Voya Core Plus Trust Fund Class 1 |
70,357,154 |
|
|
68,901,783 |
|
By 1:00PM ET on valuation date |
|
T Rowe International Small Cap Equity Fund |
31,164,071 |
|
|
25,575,658 |
|
By 4:00PM ET on valuation date |
|
Walter Scott International Equity Fund |
100,643,605 |
|
|
84,278,480 |
|
By 4:00PM ET on valuation date |
|
|
$ |
1,637,557,061 |
|
|
$ |
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, 2020, the Plan
held 837,785 shares of DuPont Common Stock valued
at $59,574,864. At December 31, 2019, the Plan
held 834,254 shares of DuPont Common Stock valued
at $53,559,080. During the year ended December 31,
2020, the Plan purchased and
sold $33,207,975 and $36,173,250,
respectively, of DuPont Common Stock. Dividends received for
the year ended December 31, 2020,
were $1,090,052 from DuPont Common
Stock. Additionally, during the year ended December 31,
2020, DuPont Common Stock had a realized loss of $2,811,669.
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.
NOTE 7 — TAX STATUS
The Plan is considered 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, 2020 and 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 2019.
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, 2020 and 2019 to the
Form 5500:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
Net assets available for benefits per the financial
statements |
$ |
3,548,575,907 |
|
|
$ |
3,164,180,429 |
|
|
Amounts allocated to withdrawing participants |
(1,040,722) |
|
|
(852,837) |
|
|
Loan balances considered deemed distributions |
(189,173) |
|
|
(181,265) |
|
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts held in Master
Trust |
32,316,392 |
|
|
17,244,365 |
|
|
Net assets available for benefits per the
Form 5500 |
$ |
3,579,662,404 |
|
|
$ |
3,180,390,692 |
|
The following is a reconciliation of notes receivable from
participants per the financial statements at December 31, 2020
and 2019 to notes receivable from participants per the
Form 5500:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
Notes receivable from participants per the financial
statements |
$ |
50,792,537 |
|
|
$ |
53,633,431 |
|
|
Loan balances considered deemed distributions |
(189,173) |
|
|
(181,265) |
|
|
Notes receivable from participants per the Form 5500 |
$ |
50,603,364 |
|
|
$ |
53,452,166 |
|
The following is a reconciliation of total additions per the
financial statements to total income per the Form 5500 for the year
ended December 31, 2020:
|
|
|
|
|
|
|
2020 |
|
Total additions per the financial statements |
$ |
693,465,017 |
|
|
2020 adjustment from contract value to fair value for fully
benefit-responsive investment contracts held in Master
Trust |
32,316,392 |
|
|
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 |
$ |
708,537,044 |
|
The following is a reconciliation of total deductions per the
financial statements to total expenses per the Form 5500 for
the year ended December 31, 2020:
|
|
|
|
|
|
|
|
2020 |
|
Total deductions per the financial statements |
$ |
309,605,129 |
|
|
Amounts allocated to withdrawing participants at December 31,
2020 |
1,040,722 |
|
|
Amounts allocated to withdrawing participants at December 31,
2019 |
(852,837) |
|
|
Current year cumulative deemed distributions |
189,173 |
|
|
Prior year cumulative deemed distributions |
(181,265) |
|
|
Total expenses per the Form 5500 |
$ |
309,800,922 |
|
NOTE 9 — SUBSEQUENT EVENTS
N&B Transaction Closing of the Exchange Offer
On February 1, 2021, DuPont completed the separation and
distribution of the Nutrition & Biosciences ("N&B")
business, and merger of N&B, Inc., a DuPont subsidiary formed
to hold the N&B business, with a subsidiary of International
Flavors and Fragrances, Inc. ("IFF"). At the time of the
transaction close, any employees aligned with the N&B business
had their vesting accelerated to 100% and ceased to be employed by
Company and its subsidiaries and were no longer eligible to
participate in the Plan. No assets were transferred as part of this
transaction, but participants were treated as being separated from
the Plan and could leave the balance or roll it over to another
plan.
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”).
All eligible Plan participants had the option to participate in the
Exchange Offer. IFF Stock distributed to these participant accounts
as a result of the Offer and Merger is closed to new investments in
the Plan. Participants who received shares of IFF stock in the Plan
may continue to hold those shares or transfer their IFF common
stock assets to any other investment option(s) in the Plan for a
period of up to 12 months following the separation of N&B from
DuPont. After 12 months (expected to be the close of business on
January 31, 2022), IFF common stock will no longer be offered as an
investment in the Plan and any outstanding participant balances in
IFF common stock will be transferred to another investment option
in the Plan.
No other subsequent events were identified through June 17, 2021,
the date the financial statements were issued.
DUPONT RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2020
SCHEDULE H, LINE 4I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(a) |
|
Identity of Issue |
|
Description of Investment |
|
Cost |
|
Current Value |
|
* |
|
DuPont Company Stock |
|
Common stock |
|
** |
|
$ |
59,574,864 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Plan interest in the DuPont Specialty Products and Related
Companies Savings Plan Master Trust |
|
Master Trust |
|
** |
|
3,380,468,917 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant-directed brokerage account |
|
Brokerage account |
|
** |
|
87,849,080 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Notes receivable from participants |
|
3.25%-9.75%- Maturing from January 2021 - December 2029 |
|
** |
|
50,603,364 |
|
|
|
|
Total Assets Held At End of Year |
|
|
|
|
|
$ |
3,578,496,225 |
|
______________________________________
|
|
|
|
|
|
|
|
|
|
* |
|
Party-in-interest |
|
** |
|
Cost not required for participant-directed investments |
DUPONT RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
SCHEDULE H, LINE 4A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals that Constitute Nonexempt Prohibited
Transactions |
|
Year |
|
Participant contributions and loan repayments transferred late to
Plan |
|
Contributions not corrected |
|
Contributions corrected outside VFCP |
|
Contributions pending correction in VFCP |
|
Total fully corrected under VFCP and PTE 2002-51 |
|
2020 |
|
$ |
35,831 |
|
|
$ |
— |
|
|
$ |
35,831 |
|
|
$ |
— |
|
|
$ |
— |
|
Note: The above contributions were transmitted to the trustee after
the date the DOL may determine as the earliest date such
contributions reasonably could have been segregated from the
employer's general assets. The contributions and earnings were
fully corrected in 2020. Corrections were made in accordance with
the IRS and DOL procedures.
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description |
|
|
|
Consent of Independent Registered Public Accounting
Firm |
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 17, 2021
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