What changed in this filing

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Item 9A. Controls and Procedures

2022-02-11 compared with 2021-02-12 · 900 added, 1157 removed, 1841 unchanged (53% of the section changed)

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

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

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

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

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

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

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

OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

DuPont de Nemours, Inc.

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Balance at beginning of period $ 677 $ 598 $ 603

Additions charged to expenses 3

Additions 3, 4

Deductions from reserves 3

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Additions and Deductions include currency translation adjustments.

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

Financial Statement Schedules listed under the Securities and Exchange Commission ("SEC") rules but not included in this report are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto incorporated by reference.

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

Second Amended and Restated Certificate of Incorporation of DowDuPont Inc.

effective as of June 1, 2019, incorporated by reference to Exhibit 3.2 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed June 3, 2019.

The Amended and Restated Bylaws of DuPont de Nemours, Inc., effective as of June 1, 2019, incorporated by reference to Exhibit 3.3 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed June 3, 2019.

Third Amended and Restated Certificate of Incorporation of DuPont de Nemours, Inc.

incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed April 30, 2021.

Fifth Amended and Restated Bylaws of DuPont de Nemours, Inc.

incorporated by reference to Exhibit 3.2 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed April 30, 2021.

Description of Capital Stock incorporated by reference to Exhibit 4.1 to DuPont de Nemours, Inc.

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Current Report on Form 8-K filed on November 28, 2018.

First Supplemental Indenture, dated November 28, 2018, by and between DowDuPont Inc.

Bank National Association, as trustee incorporated by reference to Exhibit 4.2 to the DuPont de Nemours.

Current Report on Form 8-K filed on November 28, 2018.

Second Supplemental Indenture, dated May 1, 2020, by and between DuPont de Nemours, Inc.

Bank National Association, as trustee incorporated by reference to Exhibit 4.2 to the DuPont de Nemours.

Current Report on Form 8-K filed on May 1, 2020.

DuPont de Nemours, Inc.

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Current Report on Form 8- K filed May 29, 2020.

Employment Contract by and between DuPont de Nemours, Inc.

and Matthias Heinzel, effective August 1, 2011, as amended by the Terms of Treatment dated October 28, 2014 as fully executed on November 21, 2014, and dated November 11, 2019 as fully executed on November 30, 2019 incorporated by reference to Exhibit 10.1 to DuPont de Nemours, Inc.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Letter Agreement by and between DuPont de Nemours, Inc.

and Matthias Heinzel dated May 28, 2019 incorporated by reference to Exhibit 10.2 to DuPont de Nemours, Inc.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Letter Agreement by and between DuPont de Nemours, Inc.

and Matthias Heinzel dated August 30, 2019 as fully executed on September 26, 2019 incorporated by reference to Exhibit 10.3 to DuPont de Nemours, Inc.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Letter Agreement by and between DuPont de Nemours, Inc.

and Matthias Heinzel dated October 25, 2019 as fully executed on October 28, 2019 incorporated by reference to Exhibit 10.4 to DuPont de Nemours, Inc.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Memorandum of Understanding, dated January 22, 2021, by and among DuPont de Nemours, Inc., Corteva, Inc., E.

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Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.

Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.

Power of Attorney (included as part of signature page).

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CHANDY Director February 11, 2022

/s/ FRANKLIN K.

Director February 12, 2021

/s/ TERRENCE R.

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DU PONT Director February 11, 2022

GUPTA Director February 12, 2021

/s/ LUTHER C.

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MILCHOVICH Director February 11, 2022

/s/ DEANNA M.

MULLIGAN Director February 11, 2022

/s/ STEVEN M.

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Management's Reports on Responsibility for Financial Statements and Internal Control over Financial Reporting

Reports of Independent Registered Public Accounting Firms

Reports of Independent Registered Public Accounting Firms (PCAOB ID 238 and 34 )

Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019

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The financial statements include some amounts that are based on management's best estimates and judgments.

The financial statements have been audited by the Company's independent registered public accounting firms, PricewaterhouseCoopers LLP and Deloitte & Touche LLP.

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

The purpose of their audits is to express an opinion as to whether the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company's financial position, results of operations and cash flows in conformity with GAAP.

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Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2021.

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

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2021, as stated in its report, which is presented on the following pages.

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We have audited the accompanying consolidated balance sheets of DuPont de Nemours, Inc.

and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the two years in the period ended December 31, 2020, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period ended December 31, 2020 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2021 and 2020 and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2021 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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We believe that our audits and the report of other auditors provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Laird Performance Materials from its assessment of internal control over financial reporting as of December 31, 2021 as it was acquired by the Company in a purchase business combination during 2021.

We have also excluded Laird Performance Materials from our audit of internal control over financial reporting.

Laird Performance Materials is a wholly-owned subsidiary whose total assets and net sales excluded from management’s assessment and our audit of internal control over financial reporting represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

Definition and Limitations of Internal Control over Financial Reporting

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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

As described in Notes 1, 5, 11 and 13 to the consolidated financial statements, the Company’s consolidated goodwill balance was $30.2 billion, property, plant, and equipment - net balance was $10.0 billion, and other intangible assets with finite lives net balance was $9.5 billion, respectively, as of December 31, 2020.

Management conducts impairment tests for goodwill annually during the fourth quarter, or more frequently, if events or circumstances indicate the carrying value of goodwill may be impaired.

In the first and third quarters, management recorded goodwill impairment charges of $533 million and $158 million, respectively, related to certain reporting units within the Non-Core segment.

In the second quarter, management recorded goodwill impairment charges of $2,498 million related to the Transportation and Industrial reporting unit.

Fair value of each reporting unit is estimated using a combination of a discounted cash flow model and/or market approach and involves the use of significant assumptions.

Management also evaluates the carrying value of all tangible and intangible assets (collectively, “asset groups”) held for use for possible impairment when an event or change in circumstance has occurred that indicates their carrying value may not be recoverable.

In the third quarter, management recorded long-lived asset impairment charges of $318 million, within the PVAM business unit.

The evaluation of the asset group includes estimating anticipated future undiscounted cash flows to be derived from the asset group.

If such undiscounted cash flows are less than the asset group’s carrying value, an additional evaluation is performed whereby the carrying value of the asset group is compared to the estimated fair value of the asset group.

Fair value of the asset group is determined using a combination of a discounted cash flow model and/or market approach and involves the use of significant assumptions.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments for certain reporting units and the asset group impairment assessment for a certain asset group is a critical audit matter are (i) the significant judgment by management when developing the fair value measurements of an asset group within the PVAM business unit and reporting units within the Non-Core segment, which in turn led to a high degree of auditor judgment, effort, and subjectivity in performing procedures and in evaluating audit evidence relating to the Company’s discounted cash flow models and significant assumptions, including the projected revenue, gross margins, and the weighted average costs of capital;

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

Interim goodwill impairment analyses resulting from the realignment of certain reporting units

As described in Note 14 to the consolidated financial statements, as of December 31, 2021, the Company’s consolidated goodwill balance was $19.6 billion, and the goodwill associated with the Electronics and Industrial and Mobility and Materials segments was $9.6 billion and $3.2 billion, respectively.

Management tests goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that fair value may be below carrying value.

Effective February 1, 2021, the Company realigned certain businesses resulting in a change to its management and reporting structure, which served as a triggering event requiring management to perform an impairment analysis related to goodwill carried by certain reporting units as of February 1, 2021, prior to the realignment.

As part of the realignment, management assessed and re-defined certain reporting units, including reallocation of goodwill on a relative fair value basis, as applicable, to the new reporting units identified.

Goodwill impairment analyses were then performed for the new reporting units identified in the Electronics and Industrial and Mobility and Materials segments.

No impairments were identified as a result of the analyses described above.

Fair value of each reporting unit tested is estimated using a combination of a discounted cash flow model and market approach.

The Company’s assumptions in estimating fair value include, but are not limited to, projected revenue, gross margins, the weighted average costs of capital, the terminal growth rates, and derived multiples from comparable market transactions.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment analyses resulting from the realignment of certain reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value of the reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, gross margins, the weighted average costs of capital, the terminal growth rates, and derived multiples from comparable market transactions;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill and long-lived asset impairment assessments, including controls over management’s identification of events or changes in circumstances that indicate an impairment of an asset group and/or a reporting unit has occurred and controls over the determination of the fair value of the Company’s reporting units and asset group.

These procedures also included, among others, evaluating the appropriateness of the models and reasonableness of the significant assumptions used by management in developing the fair value measurements, including (i) the projected revenue, gross margins, the weighted average costs of capital for the asset group within the PVAM business unit and reporting units in the Non-Core segment and (ii) the projected revenue, gross margins, the weighted average costs of capital, the terminal growth rates, and probability-weighting applied to the projected financial information and weighting applied to the market approach and income approach for the Transportation and Industrial reporting unit.

Evaluating the reasonableness of assumptions related to projected revenue, gross margins, and probability-weighting applied to the projected financial information involved considering the current economic conditions and recent operating results and whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

For certain impairment assessments, professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s discounted cash flow and market approach models and evaluating the reasonableness of the weighted average costs of capital, terminal growth rates and the weighting applied to the market approach and income approach, as applicable.

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

As described in Notes 1 and 3 to the consolidated financial statements, management has determined that certain internal distributions and reorganizations in preparation for the intended 2021 Nutrition and Bioscience business external distribution, qualified as tax-free transactions under the applicable sections of the Internal Revenue Code.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the determination of the fair value of the Company’s reporting units and controls over the development of significant assumptions related to projected revenue, gross margins, the weighted average costs of capital, the terminal growth rates, and derived multiples from comparable market transactions.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate for the reporting units in the Electronics and Industrial and Mobility and Materials segments prior to and subsequent to the realignment;

(ii) evaluating the appropriateness of the discounted cash flow model and market approach;

(iii) testing the completeness and accuracy of underlying data provided by management;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the projected revenue, gross margins, the weighted average costs of capital, the terminal growth rates, and derived multiples from comparable market transactions, as applicable.

Evaluating the reasonableness of management’s significant assumptions related to projected revenue and gross margins involved considering (i) the current economic conditions and recent operating results of the reporting units in the Electronics and Industrial and Mobility and Materials segments;

(ii) external market data;

and (iii) whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and market approach and the weighted average costs of capital, terminal growth rates, and derived multiples from comparable market transactions, as applicable.

Valuation of customer-related and developed technology intangible assets - Laird Performance Materials acquisition

As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of Laird Performance Materials (“Laird PM”) for cash consideration of $2,404 million on July 1, 2021, which resulted in $1,160 million of intangible assets with finite lives being recorded.

Amounts recorded included $840 million and $290 million related to customer-related and developed technology intangible assets, respectively.

Management applied significant judgment in estimating the fair value of certain intangible assets acquired, which involved the use of several assumptions and estimates, including, but not limited to, the projected revenue, the EBITDA margin, the customer attrition rate, the discount rate, the royalty rates, the economic life, and the contributory asset charge for the customer-related intangible asset, and the projected revenue, the discount rate, the royalty rate, the obsolescence rate, and the economic life for the developed technology intangible asset.

The principal considerations for our determination that performing procedures relating to the valuation of customer-related and developed technology intangible assets for the Laird PM acquisition is a critical audit matter are (i) the significant judgment by management when developing the estimates;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating certain of management’s significant assumptions related to the projected revenue, the EBITDA margin, the customer attrition rate, the discount rate, the royalty rates, the economic life, and the contributory asset charge for the customer-related intangible asset, and the projected revenue, the discount rate, the royalty rate, the obsolescence rate, and the economic life for the developed technology intangible asset;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer-related and developed technology intangible assets and controls over the development of significant assumptions related to the projected revenue, the EBITDA margin, the customer attrition rate, the discount rate, the royalty rates, the economic life, and the contributory asset charge for the customer-related intangible asset, and the projected revenue, the discount rate, the royalty rate, the obsolescence rate, and the economic life for the developed technology intangible asset.

These procedures also included, among others (i) testing management’s process for estimating the fair value of certain intangibles;

(ii) evaluating the appropriateness of the valuation methods;

(iii) testing the completeness and accuracy of underlying data provided by management;

and (iv) evaluating the reasonableness of significant assumptions used by management related to the projected revenue, the EBITDA margin, the customer attrition rate, the discount rate, the royalty rates, the economic life, and the contributory asset charge for the customer-related intangible asset, and the projected revenue, the discount rate, the royalty rate, the obsolescence rate, and the economic life for the developed technology intangible asset.

Evaluating the reasonableness of management’s significant assumptions related to the projected revenue and the EBITDA margin involved considering (i) the current economic conditions and recent operating results of Laird PM;

(ii) external market data;

and (iii) whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s valuation methods and the customer attrition rate, the discount rate, the royalty rates, the economic life, and the contributory asset charge for the customer-related intangible asset and the discount rate, the royalty rate, the obsolescence rate, and the economic life for the developed technology intangible asset.

Determination of tax consequences of certain internal distributions, reorganizations and restructurings and the external distribution of the Nutrition and Biosciences business

As described in Note 8 to the consolidated financial statements, management has determined that certain internal distributions and reorganizations, the external distribution of the Nutrition and Biosciences business on February 1, 2021 and certain internal restructurings in connection with the integration of Laird PM, qualified as tax-free transactions under the applicable sections of the United States Internal Revenue Code.

As such, the Company is not required to pay corporate taxes on the transactions.

The determination of the tax-free nature relating to certain internal distributions and reorganizations requires management to make judgments about the application of tax laws and regulations.

As disclosed by management, the Internal Revenue Service could determine on audit that certain internal reorganizations should be treated as taxable transactions, which would have a material adverse impact on the Company.

The principal considerations for our determination that performing procedures relating to the tax-free determination of certain internal distributions and reorganizations in preparation for the intended 2021 Nutrition and Bioscience business external distribution is a critical audit matter are (i) there was significant judgment made by management regarding the transactions and the application of tax laws and regulations in determining that certain internal distributions and reorganizations qualify for tax-free status, and (ii) the significant impact to the financial statements if the tax-free determinations were determined to be inappropriate by the Internal Revenue Service.

This in turn led to a significant degree of auditor judgment and effort in performing procedures and in evaluating audit evidence relating to the tax-free determination of certain internal distributions and reorganizations.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.

The determination of the tax-free nature of these transactions requires management to make judgments about the application of tax laws and regulations.

As disclosed by management, the United States Internal Revenue Service could determine on audit that certain internal distributions, reorganizations and restructurings, or the external distribution of the Nutrition and Biosciences business should be treated as taxable transactions, which could have a material adverse impact on the Company.

In addition, management has determined that an internal restructuring in connection with the anticipated divestiture of a substantial portion of the Mobility and Materials segment was taxable from a United States and local country perspective.

The determination of the tax consequences of this transaction requires management to make judgments about the application of tax laws and regulations.

The principal considerations for our determination that performing procedures relating to the determination of the tax consequences of certain internal distributions, reorganizations and restructurings, and the external distribution of the Nutrition and Biosciences business is a critical audit matter are (i) the significant judgment made by management regarding certain transactions and the application of tax laws and regulations in determining that the internal and external distributions, reorganizations and restructurings qualify for tax-free status and in determining the tax consequences of the taxable transaction;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the tax consequences of certain internal distributions, reorganizations and restructurings, and the external distribution of the Nutrition and Biosciences business;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the key judgments, including inputs and assumptions, relating to management’s determination of the tax-free nature of the transactions.

These procedures also included, among others, (i) evaluating the information, including third party opinions, tax law, and other relevant evidence used by management to support management’s position that the transactions qualified for tax-free status, and (ii) evaluating certain internal distributions and reorganization transactions and related tax consequences.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the transactions, related assumptions, and certain representations from management, as well as the application of relevant tax laws.

These procedures included testing the effectiveness of controls relating to the key judgments relating to management’s determination of the tax consequences of certain internal distributions, reorganizations and restructurings, and the external distribution of the Nutrition and Biosciences business.

These procedures also included, among others (i) evaluating the information, including third party opinions, tax law, and other relevant evidence used by management to support its position regarding the tax consequences of the transactions;

and (ii) evaluating certain internal and external distributions, reorganizations and restructurings, and related tax consequences.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the transactions, and certain assertions from management, as well as the application of relevant tax laws.

/s/ PricewaterhouseCoopers LLP

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of income, comprehensive income, equity, and cash flows of DuPont de Nemours, Inc.

and subsidiaries (the “Company”) for the year ended December 31, 2018, and the related notes and the schedule listed in the Index at Item 15a(2) (collectively referred to as the "financial statements).

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

We did not audit the consolidated financial statements of E.

du Pont de Nemours and Company (“EID”), a wholly-owned subsidiary of the Company, which consolidated financial statements reflected total revenues of $26,279 million for the year ended December 31, 2018.

Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for EID for the year ended December 31, 2018, is based solely on the report of the other auditors.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit and the report of the other auditors provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Midland, Michigan

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

We began serving as the Company's auditor in 1905.

In 2019 we became the predecessor auditor.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of E.I.

du Pont de Nemours and Company

Opinion on the Financial Statements

We have audited the consolidated statements of operations, comprehensive income (loss), equity and cash flows of E.I.

du Pont de Nemours and Company and its subsidiaries (the “Company”) for the year ended December 31, 2018, including the related notes and schedule of valuation and qualifying accounts for the year ended December 31, 2018 appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”) (not presented herein).

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

We did not audit the combined financial statements of the Dow Agricultural Sciences Business, a business under common control of the Company, which statements reflect total assets of $7,773 million as of December 31, 2018, and total net sales of $5,646 million for the year ended December 31, 2018.

Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for the Dow Agricultural Sciences Business as of and for the year ended December 31, 2018, is based solely on the report of the other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit and the report of other auditors provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 11, 2021

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

DuPont de Nemours, Inc.

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Goodwill impairment charges — 3,214 242

Integration and separation costs 594 1,342 1,887

Acquisition, integration and separation costs 133 177 1,257

Equity in earnings of nonconsolidated affiliates 94 187 85

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Interest expense 525 672 667

(Loss) Income from continuing operations before income taxes ( 2,897 ) ( 474 ) 600

(Benefit from) Provision for income taxes on continuing operations ( 23 ) 140 195

(Loss) Income from continuing operations, net of tax ( 2,874 ) ( 614 ) 405

(Loss) Income from discontinued operations, net of tax ( 49 ) 1,214 3,595

Net (loss) income ( 2,923 ) 600 4,000

Income (loss) from continuing operations before income taxes 2,196 ( 2,246 ) ( 126 )

Provision for (benefit from) income taxes on continuing operations 392 160 ( 2 )

Income (loss) from continuing operations, net of tax 1,804 ( 2,406 ) ( 124 )

Income (loss) from discontinued operations, net of tax 4,711 ( 517 ) 724

Net income (loss) 6,515 ( 2,923 ) 600

Net income attributable to noncontrolling interests 48 28 102

Net (loss) income available for DuPont common stockholders $ ( 2,951 ) $ 498 $ 3,845

Net income (loss) available for DuPont common stockholders $ 6,467 $ ( 2,951 ) $ 498

Per common share data:

(Loss) Earnings per common share from continuing operations - basic $ ( 3.95 ) $ ( 0.86 ) $ 0.46

(Loss) Earnings per common share from discontinued operations - basic ( 0.07 ) 1.53 4.54

(Loss) Earnings per common share - basic $ ( 4.01 ) $ 0.67 $ 4.99

(Loss) Earnings per common share from continuing operations - diluted $ ( 3.95 ) $ ( 0.86 ) $ 0.45

(Loss) Earnings per common share from discontinued operations - diluted ( 0.07 ) 1.53 4.51

(Loss) Earnings per common share - diluted $ ( 4.01 ) $ 0.67 $ 4.96

Earnings (loss) per common share from continuing operations - basic $ 3.24 $ ( 3.31 ) $ ( 0.21 )

Earnings (loss) per common share from discontinued operations - basic 8.68 ( 0.70 ) 0.87

Earnings (loss) earnings per common share - basic $ 11.92 $ ( 4.01 ) $ 0.67

Earnings (loss) per common share from continuing operations - diluted $ 3.23 $ ( 3.31 ) $ ( 0.21 )

Earnings (loss) per common share from discontinued operations - diluted 8.66 ( 0.70 ) 0.87

Earnings (loss) per common share - diluted $ 11.89 $ ( 4.01 ) $ 0.67

Weighted-average common shares outstanding - basic 542.7 735.5 746.3

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(In millions) For the years ended December 31, 2021 2020 2019

Net (loss) income $ ( 2,923 ) $ 600 $ 4,000

Other comprehensive income (loss), net of tax

Unrealized gains (losses) on investments — 67 ( 67 )

Net income (loss) $ 6,515 $ ( 2,923 ) $ 600

Other comprehensive (loss) income, net of tax

Unrealized gains on investments — — 67

Cumulative translation adjustments ( 755 ) 1,540 ( 464 )

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Derivative instruments 56 — ( 58 )

Total other comprehensive income (loss) 1,460 ( 520 ) ( 2,385 )

Comprehensive (loss) income ( 1,463 ) 80 1,615

Split-off of N&B 258 — —

Total other comprehensive (loss) income ( 16 ) 1,460 ( 520 )

Comprehensive income (loss) 6,499 ( 1,463 ) 80

Comprehensive income attributable to noncontrolling interests, net of tax 35 28 112

Comprehensive (loss) income attributable to DuPont $ ( 1,491 ) $ ( 32 ) $ 1,497

Comprehensive income (loss) attributable to DuPont $ 6,464 $ ( 1,491 ) $ ( 32 )

See Notes to the Consolidated Financial Statements.

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Accounts and notes receivable - net

Other current assets

Prepaid and other current assets 236 181

Assets held for sale 245 810

Assets of discontinued operations — 20,659

Total current assets

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Other intangible assets

11,144 13,593

Restricted cash 6,206 —

Restricted cash and cash equivalents 53 6,206

Investments and noncurrent receivables 981 1,047

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Liabilities related to assets held for sale 25 140

Liabilities of discontinued operations — 8,610

Total current liabilities

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Accumulated deficit ( 23,187 ) ( 11,586 )

Accumulated other comprehensive income (loss) 44 ( 1,416 )

Accumulated other comprehensive income 41 44

Total DuPont stockholders' equity

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Operating Activities

Net (loss) income $ ( 2,923 ) $ 600 $ 4,000

Net income (loss) $ 6,515 $ ( 2,923 ) $ 600

Adjustments to reconcile net income to net cash provided by operating activities:

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Credit for deferred income tax and other tax related items ( 323 ) ( 692 ) ( 768 )

Earnings of nonconsolidated affiliates (in excess of) less than dividends received ( 87 ) 909 83

Net periodic pension benefit cost (credit) 37 ( 55 ) 58

Earnings of nonconsolidated affiliates less than (in excess of) dividends received 9 ( 87 ) 909

Net periodic pension benefit (credit) cost ( 1 ) 37 ( 55 )

Pension contributions ( 85 ) ( 98 ) ( 697 )

Net gain on sales of assets, businesses and investments

( 642 ) ( 149 ) ( 93 )

Net gain on sales and split-offs of assets, businesses and investments ( 5,092 ) ( 642 ) ( 149 )

Restructuring and asset related charges - net 57 849 588

Goodwill impairment charges — 3,214 1,175

Amortization of merger-related inventory step-up — 253 1,628

Inventory step-up amortization 12 — 253

Other net loss 181 175 338

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Capital expenditures ( 891 ) ( 1,194 ) ( 2,472 )

Investment in gas field developments — ( 25 ) ( 114 )

Purchases of previously leased assets — — ( 26 )

Proceeds from sales of property, businesses, and ownership interests in nonconsolidated affiliates, net of cash divested 797 1,033 299

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Proceeds from sales and maturities of investments 2,001 1 242

Proceeds from interests in trade accounts receivable conduits — — 657

Other investing activities, net 39 29 ( 5 )

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Proceeds from issuance of long-term debt — 8,275 4,005

Proceeds from issuance of long-term debt transferred to IFF at split-off 1,250 — —

Payments on long-term debt ( 5,000 ) ( 2,031 ) ( 6,900 )

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Debt extinguishment costs — — ( 104 )

Cash transferred to IFF and working capital adjustments ( 153 ) — —

Other financing activities, net ( 29 ) ( 55 ) ( 5 )

Cash provided by (used for) financing activities 3,238 ( 11,550 ) ( 1,918 )

Cash (used for) provided by financing activities ( 6,507 ) 3,238 ( 11,550 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 72 ) 67 9

Increase (Decrease) in cash, cash equivalents and restricted cash 7,198 ( 12,445 ) 7

(Decrease) increase in cash, cash equivalents and restricted cash ( 6,699 ) 7,198 ( 12,445 )

Cash, cash equivalents and restricted cash from continuing operations, beginning of period 8,767 1,569 8,583

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Balance at January 1, 2019 $ 8 $ 81,976 $ 30,257 $ ( 12,394 ) $ ( 134 ) $ ( 5,421 ) $ 1,608 $ 95,900

$ 8 $ 81,272 $ 28,931 $ ( 8,972 ) $ ( 189 ) $ ( 1,000 ) $ 1,597 $ 101,647

Adoption of accounting standards

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— — 498 — — — 102 600

Other comprehensive loss

Other comprehensive (loss) income

— — — ( 520 ) — — 10 ( 510 )

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Purchases of treasury stock — — — — — ( 2,329 ) — ( 2,329 )

— — ( 24 ) — — — 61 37

Balance at December 31, 2018

Retirement of treasury stock

— — ( 7,750 ) — — 7,750 — —

Adoption of accounting standards

Spin-off of Dow and Corteva

— ( 31,010 ) ( 30,123 ) 11,498 105 — ( 1,124 ) ( 50,654 )

( 1 ) ( 3 ) ( 5 ) — — — — ( 9 )

Other comprehensive (loss) income

Balance at December 31, 2019 $ 7 $ 50,796 $ ( 8,400 ) $ ( 1,416 ) $ — $ — $ 569 $ 41,556

Adoption of accounting standards

— — ( 3 ) — — — — ( 3 )

Net (loss) income — — ( 2,951 ) — — — 28 ( 2,923 )

Other comprehensive income — — — 1,460 — — — 1,460

Dividends ($ 1.20 per common share)

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— 57 — — — — — 57

Stock-based compensation and allocation of ESOP shares

— 194 ( 1 ) — 29 — — 222

Stock-based compensation — 98 — — — — — 98

Distributions to non-controlling interests

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— — ( 232 ) — — 232 — —

Spin-off of Dow and Corteva

— ( 30 ) — — — — 19 ( 11 )

( 1 ) ( 3 ) ( 5 ) — — — — ( 9 )

Balance at December 31, 2020 $ 7 $ 50,039 $ ( 11,586 ) $ 44 $ — $ — $ 566 $ 39,070

$ 7 $ 50,796 $ ( 8,400 ) $ ( 1,416 ) $ — $ — $ 569 $ 41,556

Adoption of accounting standards

— — ( 3 ) — — — — ( 3 )

Net (loss) income — — ( 2,951 ) — — — 28 ( 2,923 )

Other comprehensive income — — — 1,460 — — — 1,460

Net income — — 6,467 — — — 48 6,515

Other comprehensive loss — — — ( 3 ) — — ( 13 ) ( 16 )

Dividends ($ 1.20 per common share)

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Stock-based compensation — 49 — — — — — 49

Contributions from non-controlling interests — — — — — — 84 84

Distributions to non-controlling interests

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— — ( 2,143 ) — — 2,143 — —

Split-off of N&B ( 2 ) — ( 15,926 ) — — — ( 27 ) ( 15,955 )

— 1 1 — — — — 2

Balance at December 31, 2021 $ 5 $ 49,574 $ ( 23,187 ) $ 41 $ — $ — $ 617 $ 27,050

$ 7 $ 50,039 $ ( 11,586 ) $ 44 $ — $ — $ 566 $ 39,070

See Notes to the Consolidated Financial Statements.

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2 Recent Accounting Guidance

3 Acquisitions

4 Divestitures

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18 Stockholders' Equity

18 Noncontrolling Interests

19 Pension Plans and Other Post-Employment Benefits

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23 Segments and Geographic Regions

24 Selected Quarterly Financial Data (Unaudited)

25 Subsequent Events

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The significant accounting policies described below, together with the other notes that follow, are an integral part of the Consolidated Financial Statements.

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

du Pont de Nemours and Company ("EID") each merged with subsidiaries of DowDuPont Inc.

("DowDuPont") and, as a result, TDCC and EID became subsidiaries of DowDuPont (the "DWDP Merger").

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

For purposes of DowDuPont's financial statement presentation, TDCC was determined to be the accounting acquirer in the DWDP Merger and EID's assets and liabilities are reflected at fair value as of the DWDP Merger Effectiveness Time.

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

The Consolidated Financial Statements include the accounts of the Company and subsidiaries in which a controlling interest is maintained.

The Consolidated Financial Statements also include the accounts of joint ventures that are variable interest entities ("VIEs") in which the Company is the primary beneficiary due to the Company's power to direct the VIEs significant activities.

For those consolidated subsidiaries in which the Company's ownership is less than 100 percent, the outside stockholders' interests are shown as noncontrolling interests.

Investments in affiliates over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method.

The Company is also involved with certain joint ventures accounted for under the equity method of accounting that are variable interest entities ("VIEs").

The Company is also involved with certain joint ventures accounted for under the equity method of accounting that are VIEs.

The Company is not the primary beneficiary, as the nature of the Company's involvement with the VIEs does not provide it the power to direct the VIEs significant activities.

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At December 31, 2021 and 2020, the maximum exposure to loss related to the nonconsolidated VIEs is not considered material to the Consolidated Financial Statements.

DWDP Distributions

Historic Transactions

Effective August 31, 2017, E.

du Pont de Nemours and Company ("EID") and The Dow Chemical Company ("TDCC") each merged with subsidiaries of DowDuPont Inc.

(n/k/a "DuPont”) and, as a result, EID and TDCC became subsidiaries of the Company.

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

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

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

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

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

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

N&B Transaction

On December 15, 2019, the Company entered into definitive agreements to separate and combine the Nutrition & Biosciences business segment (the "N&B Business") with International Flavors & Fragrances Inc.

("IFF") in a tax-efficient Reverse Morris Trust transaction.

On February 1, 2021, DuPont completed the separation and distribution of the N&B Business, and merger of Nutrition & Biosciences, Inc.

(“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of IFF.

DowDuPont Inc.

changed its registered name to DuPont de Nemours, Inc.

(“DuPont”) (for certain events prior to June 1, 2019, the Company may be referred to as DowDuPont).

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

On February 1, 2021, DuPont completed the separation and distribution of the Nutrition & Biosciences business segment (the "N&B Business"), and merger of Nutrition & Biosciences, Inc.

(“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of International Flavors & Fragrances Inc.

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

See Note 4 for more information.

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

The financial position and the results of operations of DuPont present the historical financial results of N&B as discontinued operations for all periods presented and present Dow and Corteva as discontinued operations in 2019.

The cash flows and comprehensive income related to Dow, Corteva and N&B have not been segregated and are included in the Consolidated Statements of Cash Flows and Consolidated Statements of Comprehensive Income, in 2019 for Dow and Corteva and in all periods presented for N&B.

Use of Estimates in Financial Statement Preparation

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They are carried at cost plus accrued interest, which approximates fair value.

Restricted Cash

Restricted cash represents trust assets and cash held in escrow.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents represents trust assets and cash held in escrow.

These funds are restricted as to withdrawal or use under the terms of certain contractual agreements.

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The Company establishes allowances for obsolescence of inventory based upon quality considerations and assumptions about future demand and market conditions.

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

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

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation.

In connection with the DWDP Merger, the fair value of EID's property, plant and equipment was determined using a market approach and a replacement cost approach.

Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method.

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however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired.

When testing indefinite-lived intangible assets for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets is less than carrying value.

If the Company chooses not to complete a qualitative assessment for indefinite-lived intangible assets or if the initial assessment indicates that it is more likely than not that the carrying value of indefinite-lived intangible assets exceeds the fair value, additional quantitative testing is required.

Impairment exists when carrying value exceeds fair value.

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The Company continually evaluates the reasonableness of the useful lives of these assets.

Once these assets are fully amortized, they are removed from the Consolidated Balance Sheets.

Impairment and Disposals of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable.

The carrying value of a long-lived asset group is considered impaired when the total projected undiscounted cash flows from the assets are separately identifiable and are less than its carrying value.

In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset group.

The carrying value of a long-lived asset group is considered for impairment when the total projected undiscounted cash flows from the assets are separately identifiable and are less than its carrying value.

In that event, a loss would be recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset group.

The Company's fair value methodology is an estimate of fair market value which is made based on prices of similar assets or other valuation methodologies, including present value techniques.

Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased.

Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value.

Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of.

Depreciation is recognized over the remaining useful life of the assets.

In accordance with ASC 805, Business Combinations , acquisitions are recorded using the acquisition method of accounting.

The Company includes the operating results of acquired entities from their respective dates of acquisition.

The Company recognizes and measures the identifiable assets acquired and liabilities assumed as of the acquisition date fair value, where applicable.

The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired and liabilities assumed is recognized as goodwill.

Costs incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded in the period the costs are incurred.

The Company adopted the ASC 842, Leases, in the first quarter of 2019 which resulted in a cumulative effect adjustment to opening accumulated deficit of $ 111 million at January 1, 2019.

The Company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract.

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Derivatives designated as hedges of anticipated transactions are reclassified as for trading purposes if the anticipated transaction is no longer probable.

For derivative instruments designated as net investment hedges, the gain or loss is reported as a component of Other comprehensive income (loss) and recorded in AOCL.

The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated.

Environmental Matters

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Accruals for environmental liabilities are included in the Consolidated Balance Sheets in "Accrued and other current liabilities" and "Other noncurrent obligations" at undiscounted amounts.

Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the Consolidated Balance Sheets as "Accounts and notes receivable - net."

Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is

probable that a recovery will be realized and are included in the Consolidated Balance Sheets as "Accounts and notes receivable - net."

Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations.

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The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for the arrangements that the Company determines are within the scope of FASB ASU No.

2014-09, Revenue from Contracts with Customers (Topic 606), the Company performs the following five steps:

(1) identify the contract(s) with a

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

To determine revenue recognition for the arrangements that the Company determines are within the scope of Revenue from Contracts with Customers (Topic 606), the Company performs the following five steps:

(1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

See Note 5 for additional information on revenue recognition.

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Research and development costs are expensed as incurred.

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

Selling, General and Administrative Expenses

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

Integration and Separation Costs

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

Acquisition, Integration and Separation Costs

Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of activities related to strategic initiatives.

Accruals for legal matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

Legal costs, such as outside counsel fees and expenses, are charged to expense in the period incurred.

Severance Costs

Severance benefits are provided to employees under the Company's ongoing benefit arrangements.

Severance costs are accrued when management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated.

Restructuring and Asset Related Charges

Charges for restructuring programs generally include targeted actions involving employee severance and related benefit costs, contract termination charges, and asset related charges, which include impairments or accelerated depreciation/amortization of long-lived assets associated with such actions.

Employee severance and related benefit costs are provided to employees under the Company’s ongoing benefit arrangements.

These charges are accrued during the period when management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated.

Contract termination charges primarily reflect costs to terminate a contract before the end of its term or costs that will continue to be incurred under the contract for its remaining term without economic benefit to the Company.

Asset related charges reflect impairments to long-lived assets and indefinite-lived intangible assets no longer deemed recoverable and depreciation/amortization of long-lived assets, which is accelerated over their remaining economic lives.

The Company accounts for income taxes using the asset and liability method.

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NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, and associated ASUs related to Topic 326.

The new guidance introduces the current expected credit loss (“CECL”) model, which requires organizations to record an allowance for credit losses for certain financial instruments and financial assets, including trade receivables, based on expected losses rather than incurred losses.

Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument.

This update became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

The Company adopted the new standard in the first quarter of 2020, which required a modified retrospective transition approach, recording the cumulative-effect adjustment at the date of initial adoption.

This cumulative-effect has been reflected as of January 1, 2020 and prior periods have not been restated.

The impact of initial adoption was not material to the Company’s Consolidated Balance Sheet, Consolidated Statements of Operations, and Consolidated Statement of Cash Flows.

Accounting Guidance Issued But Not Adopted at December 31, 2021

In October 2021, the FASB issued Accounting Standards Update No.

2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers .

Historically, the Company has recognized contract assets and contract liabilities at the acquisition date based on fair value estimates in accordance with ASC 805, Business Combinations .

ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted.

The Company is currently evaluating the potential impact of ASU 2021-08 to its consolidated financial statements in connection with any business combinations.

NOTE 3 - ACQUISITIONS

Intended Rogers Corporation Acquisition

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

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

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

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

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

Laird Performance Materials Acquisition

On July 1, 2021, DuPont completed the acquisition (the "Laird PM Acquisition") of 100 % of the ownership interest of Laird Performance Materials (“Laird PM”) from Advent International for aggregate, adjusted cash consideration of approximately $ 2,404 million.

The cash consideration paid included a net upward adjustment of approximately $ 100 million for acquired cash and net working capital, amongst other items.

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

Laird PM is being integrated into the Interconnect Solutions business within the Electronics & Industrial segment, in order to enhance the Company's position in advanced electronics applications.

The Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date.

The table below presents the provisional fair values allocated to the assets acquired and liabilities assumed.

The purchase accounting and purchase price allocation for Laird PM are substantially complete.

However, the Company continues to refine the preliminary valuation of income tax related amounts which could impact the amount of residual goodwill recorded.

The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the acquisition.

Final determination of the fair values may result in further adjustments to the values presented in the following table:

Laird PM Assets Acquired and Liabilities Assumed on July 1, 2021

(in millions)

Fair Value of Assets Acquired

Cash and cash equivalents $ 92

Accounts and notes receivable 99

Inventories 50

Property, plant, and equipment 104

Other current assets 10

Goodwill 1,213

Other intangible assets 1,160

Deferred income tax assets 3

Deferred charges and other assets 26

Total Assets $ 2,757

Fair Value of Liabilities Assumed

Accounts payable $ 75

Income taxes payable 10

Accrued and other current liabilities 46

Deferred income tax liabilities 184

Pension & other post-employment benefits - noncurrent 10

Other noncurrent obligations 28

Total Liabilities $ 353

Net Assets (Consideration for Laird PM) $ 2,404

The significant fair value adjustments included in the provisional allocation of purchase price are discussed below.

Property, plant and equipment

Property, plant and equipment is comprised of machinery and equipment of $ 67 million, buildings and building improvements of $ 18 million, leasehold improvements of $ 10 million, construction in progress of $ 5 million and land and land improvements of $ 4 million.

The estimated fair value was primarily determined using a market approach for land and certain types of equipment, and a replacement cost approach for the remaining depreciable property, plant and equipment.

The market approach for certain types of equipment represents a sales comparison that measures the value of an asset through an analysis of sales and

offerings of comparable assets.

The replacement cost approach used for all other depreciable property, plant and equipment measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjusts for age and condition of the asset.

The excess of the consideration for Laird PM over the net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $ 1,213 million of goodwill, which has been assigned to the Electronics & Industrial segment.

Goodwill is attributable to Laird PM’s assembled workforce and expected cost synergies to be obtained through procurement efficiencies and the optimization of the combined the Electronics & Industrial segment and Laird PM businesses’ global activities across sales, manufacturing, research & development, and administrative functions.

Other Intangible Assets

Other intangible assets with definite lives include acquired customer-related intangible assets of $ 840 million, developed technology of $ 290 million and trademark/tradename of $ 30 million.

Acquired customer-related intangible assets, developed technology, and trademark/tradename have useful lives of 14 years, 8 years, and 3 years, respectively.

The customer-related intangible asset's fair value was determined using the excess earnings method while the developed technology and trademark/tradename fair values were determined utilizing the relief from royalty method.

Both the excess earnings method and the relief from royalty method use a discounted cash flows valuation method, which is a form of the income approach.

Under the excess earnings method, the estimated cash flows attributable to the customer-related intangible asset are adjusted to exclude the future cash flows that can be attributable to supporting assets, such as trademark/tradenames or fixed assets.

Both the amount and the duration of the cash flows are considered from a market participant perspective.

The Company's estimates of discounted market participant future cash flows include but are not limited to assumptions related to customer attrition rate, the discount rate, the royalty rates, the economic life, the EBITDA margin, the contributory asset charge, and the projected revenue for the customer-related intangible assets.

Under the relief from royalty method, a royalty rate based on observed market royalties is applied to projected revenue supporting the developed technology and trademark/tradename and discounted to present value, using an appropriate discount rate that requires judgment by management.

Both the amount and the duration of the cash flows are considered from a market participant perspective.

The Company's estimates of discounted market participant future cash flows included assumptions related to the discount rate, the projected revenue, the royalty rate, the obsolescence rate, and the economic life for the developed technology, and the discount rate, the projected revenue, the royalty rate, and the economic life for the trademark/tradename.

The customer-related intangible asset, developed technology, and trademark/tradename are being amortized on a straight line basis based on the pattern of economic benefits the Company expects to realize.

Total net sales included in the Consolidated Statements of Income for the year ended December 31, 2021 are $ 263 million.

The Company evaluated the disclosure requirements under ASC 805 and determined Laird PM was not considered a material business combination for purposes of disclosing the earnings of Laird PM since the date of acquisition or supplemental pro forma information.

NOTE 4 - DIVESTITURES

Mobility & Materials Segment Intended Divestiture

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

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

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

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

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

N&B Transaction

On February 1, 2021, DuPont completed the separation and distribution of the N&B Business, and merger of N&B, a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of IFF.

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

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

together with the Exchange Offer, the “N&B Transaction”).

The N&B Transaction was subject to IFF shareholder approval, customary regulatory approvals, tax authority rulings including a favorable private letter ruling from the U.S.

Internal Revenue Service which confirms the N&B Transaction to be free of U.S.

federal income tax, and expiration of the public exchange offer.

DuPont does not have an ownership interest in IFF as a result of the N&B Transaction.

In the Exchange Offer, DuPont accepted approximately 197.4 million shares of its common stock in exchange for about 141.7 million shares of N&B Common Stock.

As a result, DuPont reduced its common stock outstanding by 197.4 million shares of DuPont Common Stock.

In the N&B Merger, each share of N&B Common Stock was automatically converted into the right to receive one share of IFF common stock, par value $ 0.125 per share, based on the terms of the N&B Merger Agreement.

The results of operations of N&B are presented as discontinued operations as summarized below:

In millions 2021 2020 2019

Net sales $ 507 $ 6,059 $ 6,076

Cost of sales 354 4,014 4,030

Research and development expenses 21 235 266

Selling, general and administrative expenses 47 534 606

Amortization of intangibles 38 1,423 349

Restructuring and asset related charges - net 1 4 162

Goodwill impairment charges — — 933

Integration and separation costs 172 417 85

Equity in earnings of nonconsolidated affiliates — 4 ( 1 )

Sundry income (expense) - net 8 8 9

Interest expense 13 95 1

Loss from discontinued operations before income taxes ( 131 ) ( 651 ) ( 348 )

(Benefit from) provision for income taxes on discontinued operations ( 21 ) ( 183 ) 142

Loss from discontinued operations, net of tax ( 110 ) ( 468 ) ( 490 )

Income from discontinued operations attributable to noncontrolling interests, net of tax — — 1

Non-taxable gain on split-off 4,920 — —

Income (loss) from discontinued operations attributable to DuPont stockholders, net of tax $ 4,810 $ ( 468 ) $ ( 491 )

The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to N&B:

In millions 2021 2020 2019

Depreciation and amortization $ 63 $ 1,721 $ 664

Capital expenditures $ 27 $ 234 $ 359

The carrying amount of major classes of assets and liabilities that were included in discontinued operations at December 31, 2020 related to N&B consist of the following:

In millions 2020

Accounts and notes receivable - net $ 1,130

Inventories 1,333

Other current assets 65

Investments and noncurrent receivables 36

Property, plant and equipment - net 3,118

Goodwill 11,542

Other intangible assets - net 3,072

Deferred income tax assets 44

Deferred charges and other assets 319

Total assets of discontinued operations $ 20,659

Short-term borrowings and finance lease obligations $ 4

Accounts payable 742

Income taxes payable 36

Accrued and other current liabilities 301

Long-term debt 6,195

Deferred income tax liabilities 852

Pension and other post employment benefits - noncurrent 238

Other noncurrent liabilities 242

Total liabilities of discontinued operations $ 8,610

In connection with and in accordance with the terms of the N&B Transaction, prior to consummation of the Exchange Offer and the N&B Merger, DuPont received a one-time cash payment of approximately $ 7.3 billion, (the "Special Cash Payment").

The special cash payment was partially funded by an offering of $ 6.25 billion of senior unsecured notes (the “N&B Notes Offering”).

The net proceeds of approximately $ 6.2 billion from the N&B Notes Offering were deposited into an escrow account and at December 31, 2020 are reflected as restricted cash in the Company’s Consolidated Balance Sheets.

In order to fund the remainder of the Special Cash Payment, on February 1, 2021, N&B borrowed $ 1.25 billion under a senior unsecured term loan agreement (the "N&B Term Loan").

The obligations and liabilities associated with the N&B Notes Offering and N&B Term Loan were separated from the Company on February 1, 2021 upon consummation of the N&B Transaction.

The obligations and liabilities of $ 6.2 billion associated with the N&B Notes Offering are classified as "Liabilities of discontinued operations" at December 31, 2020 in the Company's Consolidated Balance Sheets.

N&B Transaction Agreements

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

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

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

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

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

• DuPont, N&B and IFF entered into a Tax Matters Agreement (the “N&B Tax Matters Agreement”), which governs the parties’ rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, the preservation of the expected tax-free status of the transactions contemplated by the N&B Separation and Distribution Agreement, and other matters regarding taxes;

• DuPont, N&B and certain of their subsidiaries entered into an Intellectual Property Cross-License Agreement (the “N&B IP Cross-License Agreement”).

The IP Cross-License Agreement sets forth the terms and conditions under which the applicable parties may use in their respective businesses certain know-how (including trade secrets), copyrights, design rights, software, and patents, allocated to another party pursuant to the N&B Separation and Distribution Agreement, and pursuant to which N&B may use certain standards retained by DuPont.

All licenses under the IP Cross-License Agreement are non-exclusive, worldwide, and royalty-free.

Other Discontinued Operations Activity

The Company recorded a loss from discontinued operations, net of tax of $ 76 million for the year ended December 31, 2021 related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EID and a settlement agreement between Chemours, Corteva and DuPont and Delaware's Attorney General.

For additional information on these matters, refer to Note 16.

The Company also recorded a loss from discontinued operations, net of tax of $ 23 million for the year ended December 31, 2021, a portion of which is related to certain charges associated with the amended and restated Tax Matters Agreement under the DWDP Distributions.

For the year ended December 31, 2020, the Company recorded a "Loss from discontinued operations, net of tax" in the Company's Consolidated Statements of Operations of $ 49 million.

The loss primarily relates to litigation matters (refer to Note 16) partially offset by a gain related to the DWDP Tax Matters Agreement.

For the year ended December 31, 2019, the Company recorded "Income from discontinued operations, net of tax" in the Company's Consolidated Statements of Operations of $ 86 million related to the adjustment of certain unrecognized tax benefits for positions taken on items from prior years from previously divested businesses and $ 80 million related to changes in accruals for certain prior year tax positions related to the divested crop protection business and research and development assets of EID.

Assets Held for Sale

In October 2020, the Company entered into a definitive agreement to sell its Biomaterials business unit, which includes the Company's equity method investment in DuPont Tate & Lyle Bio Products, for $ 240 million.

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

In January 2021, the Company entered into a definitive agreement to sell its Clean Technologies business, which closed on December 31, 2021.

The results of operations of the Biomaterials and Clean Technologies businesses are reported in Corporate.

The assets and liabilities associated with the Biomaterials business remain classified as held for sale at December 31, 2021.

The following table summarizes the carrying value of the major assets and liabilities of the Biomaterials business unit as of December 31, 2021 and the Biomaterials and Clean Technologies business units as of December 31, 2020 (collectively, the “Corporate Held for Sale Disposal Group”):

In millions December 31, 2021 December 31, 2020

Accounts and notes receivable - net $ 27 $ 63

Inventories 48 75

Other current assets — 35

Investments and noncurrent receivables 158 164

Property, plant and equipment - net 12 34

Goodwill — 267

Other intangible assets — 168

Deferred charges and other assets — 4

Assets held for sale $ 245 $ 810

Accounts payable $ 21 $ 40

Income taxes payable — 1

Accrued and other current liabilities 3 50

Deferred income tax liabilities — 30

Pension and other post-employment benefits - noncurrent — 1

Other noncurrent obligations 1 18

Liabilities related to assets held for sale $ 25 $ 140

In connection with the held for sale classification, the Corporate Held for Sale Disposal Groups were measured at fair value less estimated cost to sell.

As a result, the Company recorded a $ 25 million pre-tax goodwill impairment charge during the third quarter of 2020 which is reflected in “Goodwill impairment charges” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020.

See Note 6 for further information on the asset impairments recorded related to the Corporate Held for Sale Disposal Groups.

Sale of Clean Technologies

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

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

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

Sale of Solamet®

On June 30, 2021, the Company completed the sale of its Solamet® business unit, which is part of Corporate.

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

For the year ended December 31, 2021, a pre-tax gain of $ 140 million ($ 105 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

Sale of TCS/HSC Disposal Group

In the third quarter of 2020, the Company completed the sale of its trichlorosilane business (“TCS Business”) along with its equity ownership interest in DC HSC Holdings LLC and Hemlock Semiconductor L.L.C.

(the "HSC Group,” and together with the TCS Business, the “TCS/HSC Disposal Group” and the sale of the TCS/HSC Disposal Group, the “TCS/HSC Disposal”) to the HSC Group, both of which were part of the businesses reflected in Corporate.

In connection with the TCS/HSC Disposal, the Company received $ 550 million in cash at closing, subject to certain claw-back provisions.

The Company also received approximately $ 58 million in the third quarter of 2021, which was recorded in "Cash and cash equivalents" in the Company's Consolidated Balance Sheets, and will receive an additional $ 117 million in equal installments over the course of the next two years associated with the settlement of an existing supply agreement dispute with the HSC Group.

The TCS/HSC Disposal resulted in a net pre-tax benefit of $ 396 million ($ 236 million net of tax), including the settlement of the supply agreement dispute and after allocation of goodwill to the TCS Business.

The net pre-tax benefit is recorded in “Sundry income (expense) – net” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020.

Sale of Compound Semiconductor Solutions

In the first quarter of 2020, the Company completed the sale of its Compound Semiconductor Solutions business unit, a part of the Electronics & Industrial segment, to SK Siltron.

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

The sale resulted in a pre-tax gain of $ 197 million ($ 102 million net of tax) recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations for the year ended December 31, 2020.

Sale of DuPont Sustainable Solutions

In the third quarter of 2019, the Company completed the sale of its Sustainable Solutions business unit, a part of the businesses reflected in Corporate, to Gyrus Capital.

The sale resulted in a pre-tax gain of $ 28 million ($ 22 million net of tax).

The gain was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations for the year ended December 31, 2019.

DWDP Distributions

Separation Agreements

57 unchanged sentences

Interest expense 91

Income (Loss) from discontinued operations before income taxes 384 ( 1,075 )

Provision for (Benefit from) income taxes on discontinued operations 62 ( 191 )

Income (Loss) from discontinued operations, net of tax $ 322 $ ( 884 )

Income from discontinued operations before income taxes 384

Provision for income taxes on discontinued operations 62

Income from discontinued operations, net of tax 322

Income from discontinued operations attributable to noncontrolling interests, net of tax 35

Income (Loss) from discontinued operations attributable to DuPont stockholders, net of tax $ 287 $ ( 898 )

Income from discontinued operations attributable to DuPont stockholders, net of tax $ 287

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

2 unchanged sentences

Capital expenditures $ 383

Other Discontinued Operations Activity

For the year ended December 31, 2020, the Company recorded a "Loss from discontinued operations, net of tax" in the Company's Consolidated Statements of Operations of $ 49 million.

The loss primarily relates to litigation matters (refer to Note 15) partially offset by a gain related to the DWDP Tax Matters Agreement.

Assets Held for Sale

In January 2021, the Company entered into a definitive agreement to sell its Clean Technologies business unit for $ 510 million.

Both transactions are subject to customary closing conditions and are expected to close in the first half of 2021.

The assets and liabilities associated with these businesses, which are reported in Non-Core, met the held for sale criteria at December 31, 2020.

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

In millions December 31, 2020

Accounts and notes receivable - net $ 63

Inventories 75

Other current assets 35

Investments and noncurrent receivables 164

Property, plant and equipment - net 34

Other intangible assets 168

Deferred charges and other assets 4

Assets held for sale $ 810

Accounts payable $ 40

Income taxes payable 1

Accrued and other current liabilities 50

Deferred income tax liabilities 30

Pension and other post-employment benefits - noncurrent 1

Other noncurrent obligations 18

Liabilities related to assets held for sale $ 140

In connection with the held for sale classification, the Non-Core Held for Sale Disposal Groups were measured at fair value less estimated cost to sell.

See Note 5 for further information on the asset impairments recorded related to the Non-Core Held for Sale Disposal Groups.

Sale of TCS/HSC Disposal Group

In connection with the TCS/HSC Disposal, the Company received $ 550 million in cash at closing, subject to certain claw-back provisions, and will receive an additional $ 175 million in

equal installments over the course of the next three years associated with the settlement of an existing supply agreement dispute with the HSC Group.

The net pre-tax benefit is recorded in “Sundry income (expense) – net” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020.

Sale of Compound Semiconductor Solutions

In the first quarter of 2020, the Company completed the sale of its Compound Semiconductor Solutions business unit, a part of the Electronics & Imaging segment, to SK Siltron.

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

Sale of DuPont Sustainable Solutions

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

The sale resulted in a pre-tax gain of $ 28 million ($ 22 million net of tax).

The gain was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations for the year ended December 31, 2019.

Integration and Separation Costs

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

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

Acquisition, Integration and Separation Costs

Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees.

For the year ended December 31, 2021, these costs were primarily associated with the execution of activities related to strategic initiatives, including the acquisition of Laird PM, the planned divestiture of the In-Scope M&M Businesses, the Intended Rogers Acquisition, and the completed and planned divestitures of the held for sale businesses included within Corporate.

For the years ended December 31, 2020 and December 31, 2019 these costs were primarily associated with the preparation and execution of activities related to the DWDP Merger, post-DWDP Merger integration, and the DWDP Distributions.

These costs are recorded within "Acquisition, integration and separation costs" within the Consolidated Statements of Operations.

In millions 2021 2020 2019

Integration and separation costs $ 594 $ 1,342 $ 1,887

Acquisition, integration and separation costs $ 133 $ 177 $ 1,257

NOTE 5 - REVENUE

18 unchanged sentences

Refer to Note 23 for the breakout of net sales by geographic region.

During the second quarter of 2020, Electronics & Imaging realigned a component within the Semiconductor Technologies product line to the Image Solutions product line.

On February 1, 2021, the Company realigned and renamed certain businesses as part of a 2021 Segment Realignment resulting in changes to its management and reporting structure (the “2021 Segment Realignment”).

The reporting changes have been retrospectively reflected for all periods presented.

The table below does not reflect the impact of the 2021 Segment Realignment (refer to Note 23).

Net Trade Revenue by Segment and Business or Major Product Line 2021 2020 2019

Image Solutions $ 686 $ 687 $ 687

Industrial Solutions $ 1,890 $ 1,617 $ 1,646

Interconnect Solutions 1,617 1,280 1,187

Semiconductor Technologies 2,047 1,777 1,613

Electronics & Imaging $ 3,814 $ 3,554 $ 3,635

Food & Beverage $ 2,917 $ 2,945 $ 2,987

Health & Biosciences 2,317 2,317 2,405

Pharma Solutions 825 814 824

Nutrition & Biosciences $ 6,059 $ 6,076 $ 6,216

Healthcare & Specialty $ 1,368 $ 1,492 $ 1,581

Industrial & Consumer 968 1,138 1,309

Mobility Solutions 1,853 2,320 2,532

Transportation & Industrial $ 4,189 $ 4,950 $ 5,422

Electronics & Industrial $ 5,554 $ 4,674 $ 4,446

Safety Solutions $ 2,567 $ 2,291 $ 2,549

1 unchanged sentence

Water Solutions 1,370 1,276 1,117

Safety & Construction $ 4,993 $ 5,201 $ 5,294

Biomaterials $ 141 $ 211 $ 284

Clean Technologies 237 278 301

DuPont Teijin Films 173 172 198

Photovoltaic & Advanced Materials 1

Water & Protection $ 5,552 $ 4,993 $ 5,201

Advanced Solutions $ 1,494 $ 1,184 $ 1,232

Engineering Polymers 2,272 1,853 2,320

Performance Resins 1,279 968 1,138

Mobility & Materials $ 5,045 $ 4,005 $ 4,690

$ 502 $ 666 $ 1,099

Sustainable Solutions 2

Non-Core $ 1,342 $ 1,731 $ 2,027

Total $ 16,653 $ 14,338 $ 15,436

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

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

Corporate net sales reflect activity of to be divested and previously divested businesses.

Contract Balances

1 unchanged sentence

The Company records accounts receivables when the right to consideration becomes unconditional.

Contract assets include amounts related to the Company’s conditional right to consideration for completed performance obligations not yet invoiced.

Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers.

6 unchanged sentences

$ 2,125 $ 1,911

Contract assets - current 2

Deferred revenue - current 2

1 unchanged sentence

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

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

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

5 unchanged sentences

Restructuring activity consists of the following programs:

2021 Restructuring Actions

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

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

At December 31, 2021, total liabilities related to the 2021 Restructuring Actions were $ 25 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheet.

The following table summarizes the charges incurred by segment related to the 2021 Restructuring Actions:

2021 Restructuring Actions Charges by Segment 2021

Electronics & Industrial $ 5

Water & Protection 32

Mobility & Materials 2

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

2020 Restructuring Program

1 unchanged sentence

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

In millions 2021 2020

Severance and related benefit costs $ 10 $ 118

2 unchanged sentences

2020 Restructuring Program Charges by Segment 2021 2020

Electronics & Imaging $ 10

Nutrition & Biosciences 10

Transportation & Industrial 18

Safety & Construction 57

Electronics & Industrial $ 3 $ 10

Water & Protection — 57

Mobility & Materials 4 18

Total $ 12 $ 168

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

2020 Restructuring Program Severance and Related Benefit Costs Asset Related Charges Total

Reserve balance at December 31, 2020 $ 62 $ — $ 62

Year-to-date restructuring charges 10 2 12

3 unchanged sentences

At December 31, 2021, total liabilities related to the 2020 Restructuring Program were $ 15 million, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

The 2020 Restructuring Program is considered substantially complete at December 31, 2020.

Actions related to the 2020 Restructuring Program were substantially complete.

2019 Restructuring Program

During the second quarter of 2019 and in connection with the ongoing integration activities, DuPont approved restructuring actions to simplify and optimize certain organizational structures following the completion of the DWDP Distributions (the "2019 Restructuring Program").

The Company recorded pre-tax restructuring charges of $ 140 million inception-to-date, consisting of severance and related benefit costs of $ 106 million and asset related charges of $ 34 million.

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

4 unchanged sentences

2019 Restructuring Program Charges (Credits) by Segment 2021 2020 2019

Electronics & Imaging $ ( 3 ) $ 47

Nutrition & Biosciences ( 3 ) 20

Transportation & Industrial ( 7 ) 19

Safety & Construction ( 14 ) 25

Electronics & Industrial $ — $ ( 3 ) $ 47

Water & Protection — ( 14 ) 25

Mobility & Materials — ( 7 ) 19

Total $ 1 $ 5 $ 119

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

2019 Restructuring Program Severance and Related Benefit Costs

Reserve balance at December 31, 2019 $ 86

Year-to-date restructuring charges 2

Non-cash compensation ( 6 )

Cash payments ( 64 )

Reserve balance at December 31, 2020 $ 18

Total liabilities related to the 2019 Restructuring Program were $ 2 million at December 31, 2021 and $ 14 million at December 31, 2020, respectively, and recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

The 2019 Restructuring Program was considered substantially complete at June 30, 2020.

Actions related to the 2019 Restructuring Program were substantially complete.

DowDuPont Cost Synergy Program

In September and November 2017, the Company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program, which was designed to integrate and optimize the organization following the DWDP Merger and in preparation for the DWDP Distributions.

The portions of the charges, costs and expenses attributable to integration and optimization within the Agriculture and Materials Sciences Divisions are reflected in discontinued operations.

In September and November 2017, the Company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the "Synergy Program"), which was designed to integrate and optimize the organization following the DWDP Merger and in preparation for the DWDP Distributions.

The Company has recorded pretax restructuring charges attributable to the continuing operations of DuPont of $ 342 million inception-to-date, consisting of severance and related benefit costs of $ 136 million, asset related charges of $ 159 million and contract termination charges and other charges of $ 47 million.

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

In millions 2020 2019 2018

Severance and related benefit (credits) costs $ ( 2 ) $ 46 $ 97

Contract termination charges 6 17 12

Asset related charges 3 54 42

Total restructuring and asset related charges - net 1

$ 7 $ 117 $ 151

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

DowDuPont Cost Synergy Program Charges (Credits) by Segment 2020 2019 2018

Electronics & Imaging $ — $ — $ 2

Nutrition & Biosciences — 39 29

Transportation & Industrial 1 — 2

Safety & Construction 5 7 24

Non-Core 3 — ( 8 )

Total $ 7 $ 117 $ 151

Severance and related benefit costs were recorded at Corporate.

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

DowDuPont Cost Synergy Program Severance and Related Benefit Costs Contract Termination Charges Asset Related Charges Total

Reserve balance at December 31, 2019 $ 74 $ 2 $ — $ 76

Year-to-date restructuring (credits) charges ( 2 ) 6 3 7

Charges against the reserve — ( 1 ) ( 3 ) ( 4 )

Cash payments ( 57 ) ( 2 ) — ( 59 )

Reserve balance at December 31, 2020 $ 15 $ 5 $ — $ 20

Total liabilities related to the DowDuPont Cost Synergy Program were $ 6 million at December 31, 2021 and $ 20 million in December 31, 2020, respectively, and recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

The DowDuPont Cost Synergy Program is considered substantially complete at June 30, 2020.

Actions related to the Synergy Program were substantially complete.

Asset Impairments

In the third quarter of 2020, the TCS/HSC Disposal within the Non-Core segment, as well as further softening conditions in the aerospace markets, gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform a recoverability assessment related to asset groups within its Photovoltaic and Advanced Materials (“PVAM”) business unit.

The Company first performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-lived assets was not recoverable.

In the third quarter of 2020, the TCS/HSC Disposal, as well as further softening conditions in the aerospace markets, gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform a recoverability assessment related to asset groups within its Photovoltaic and Advanced Materials (“PVAM”) business unit.

The Company first performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-

lived assets was not recoverable.

Accordingly, the Company estimated the fair value of these assets using both an income approach and a market approach utilizing Level 3 unobservable inputs.

As a result, the Company recognized a pre-tax impairment charge of $ 318 million ($ 242 million net of tax) recorded within “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

As a result, the Company recognized a pre-tax impairment charge of $ 318 million ($ 242 million net of tax) in the Mobility & Materials segment recorded within “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

See Note 14 for further discussion of goodwill impairment charges recorded during the third quarter of 2020 resulting from the above triggering events.

Additionally, the Company recorded a pre-tax asset impairment charge of $ 52 million ($ 39 million net of tax) in the third quarter of 2020 related to indefinite-lived intangible assets within the Non-Core segment which were deemed no longer recoverable as a result of the Non-Core Held for Sale Disposal Groups classification (refer to Note 3 for additional information).

Additionally, the Company recorded a pre-tax asset impairment charge of $ 52 million ($ 39 million net of tax) in the third quarter of 2020 related to indefinite-lived intangible assets reflected in Corporate which were deemed no longer recoverable as a result of the Corporate Held for Sale Disposal Groups classification (refer to Note 4 for additional information).

The charge was recorded within “Restructuring and asset related charges – net” in the Consolidated Statements of Operations for the year ended December 31, 2020.

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

This charge was recorded within

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

This charge was recorded within “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020.

See Note 14 for further discussion.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within the Non-Core segment gave rise to fair value indicators and, thus, triggering events requiring the Company to perform a recoverability assessment related to its Biomaterials business unit.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures related to businesses held within Corporate gave rise to fair value indicators and, thus, triggering events requiring the Company to perform a recoverability assessment related to its Biomaterials business unit.

The Company performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-lived assets was not recoverable.

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As a result, the Company recognized a pre-tax impairment charge of $ 270 million ($ 206 million net of tax) recorded within “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

Equity Method Investment Impairment Related Charges

In preparation for the Corteva Distribution, EID completed the separation of the assets and liabilities related to its specialty products businesses into separate legal entities (the “SP Legal Entities”) and on May 1, 2019, EID distributed the SP Legal Entities to DowDuPont (the “Internal SP Distribution”).

The Internal SP Distribution served as a triggering event requiring the Company to perform an impairment analysis related to equity method investments held by the Company as of May 1, 2019.

The Company applied the net asset value method under the cost approach to determine the fair value of the equity method investments in the Nutrition & Biosciences segment.

Based on updated projections, the Company determined the fair value of the equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment.

As a result, management concluded the impairment was other-than-temporary and recorded a pre-tax impairment charge of $ 63 million ($ 47 million net of tax) in “Restructuring and asset related charges - net” in the Consolidated Statements of Operations related to the Nutrition & Biosciences segment for the year ended December 31, 2019.

NOTE 7 - SUPPLEMENTARY INFORMATION

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Foreign exchange (losses) gains, net ( 53 ) ( 39 ) ( 104 )

( 56 ) ( 110 ) ( 93 )

Net loss on divestiture and changes in joint venture ownership — — ( 41 )

Miscellaneous income (expenses) - net 4, 5, 6

( 11 ) 32 ( 24 )

Sundry income (expense) - net $ 163 $ 667 $ 144

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

Refer to Note 3 for further information.

The year ended December 31, 2020 includes income of $ 197 million related to the gain on sale of the Compound Semiconductor Solutions business unit within the Electronics & Imaging segment.

The year ended December 31, 2021 primarily reflects income of $ 140 million related to the gain on sale of the Solamet ® business unit and $ 28 million related to the gain on sale of assets within the Electronics & Industrial segment.

The year ended December 31, 2020 includes a net benefit of $ 396 million related to the TCS/HSC Disposal, including the settlement of a supply agreement dispute, within Corporate.

It also includes income of $ 197 million related to the gain on sale of the Compound Semiconductor Solutions business unit within the Electronics & Industrial segment and $ 30 million of income related to milestone achievement of a prior year sale of assets within the Electronics & Industrial segment.

Refer to Note 4 for further information.

The year ended December 31, 2020 includes income of $ 30 million related to milestone achievement of a prior year sale of assets within the Electronics & Imaging segment.

The year ended December 31, 2019 includes income of $ 92 million, related to a sale of assets within the Electronics & Imaging segment and as well as a gain of $ 28 million related to the sale of the Sustainable Solutions business unit within the Non-Core segment.

Includes a $ 50 million foreign exchange loss for the year ended December 31, 2018 related to adjustments to EID's foreign currency exchange contracts as a result of U.S.

Miscellaneous income and expenses - net, for the year ended December 31, 2020 includes $ 17 million related to income from a tax indemnification.

The year ended December 31, 2019 includes income of $ 92 million, related to a sale of assets within the Electronics & Industrial segment and as well as a gain of $ 28 million related to the sale of the Sustainable Solutions business unit within Corporate.

The year ended December 31, 2021 includes an impairment charge of approximately $ 15 million, recorded in the first quarter of 2021, related to an asset sale, whose book value was adjusted to fair value when it was classified as held for sale.

The year ended December 31, 2020 includes $ 17 million related to income from a tax indemnification.

The year ended December 31, 2019 includes a $ 48 million charge reflecting a reduction in gross proceeds from lower withholding taxes related to a prior year legal settlement and a $ 74 million charge related to tax indemnifications, primarily associated with an adjustment to a one-time transition tax liability required by the Tax Cuts and Jobs Act of 2017, which were recorded in accordance with the Amended and Restated DWDP Tax Matters Agreement.

These charges were offset by various indemnification and lease income amounts.

The year ended December 31, 2019 also includes $ 26 million related to licensing income within the Safety & Construction segment.

The miscellaneous income for the year ended 2018 primarily relates to legal settlements.

The year ended December 31, 2019 also includes $ 26 million related to licensing income within the Water & Protection segment.

Cash, Cash Equivalents and Restricted Cash

On September 16, 2020, N&B completed an offering of $ 6.25 billion of senior unsecured notes (the “N&B Notes Offering”).

The net proceeds of approximately $ 6.2 billion from the N&B Notes Offering were deposited into an escrow account.

At December 31, 2020, the Company had approximately $ 6.2 billion in net proceeds from the N&B Notes Offering recorded within non-current “Restricted cash” in the Consolidated Balance Sheets.

See Note 14 for further discussion of the N&B Notes Offering.

From time to time, the Company is required to set aside funds for various activities that arise in the normal course of business.

These funds typically have legal restrictions associated with them and are deposited in an escrow account or held in a separately identifiable account by the Company.

EID entered into a trust agreement in 2013 (as amended and restated in 2017), establishing and requiring EID to fund a trust (the "Trust") for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement.

Under the Trust agreement, the consummation of the DWDP Merger was a change in control event.

After the distribution of Corteva, the Trust assets related to Corteva employees were transferred to a new trust for Corteva (the "Corteva Trust").

As a result, the Trust currently held by DuPont relates to funding obligations to DuPont employees.

At December 31, 2020, the Company had restricted cash of $ 25 million ($ 37 million at December 31, 2019) included in "Other current assets" in the Consolidated Balance Sheets which was completely attributed to the Trust.

In connection with the cost sharing arrangement entered into as part of the MOU, the Company is contractually obligated to make deposits into an escrow account to address potential future PFAS costs.

At December 31, 2021, the Company had restricted cash of $ 53 million included within non-current "Restricted cash and cash equivalents" in the Consolidated Balance Sheets, the majority of which is attributable to the cost sharing arrangement.

Additional information regarding the MOU and the escrow account can be found in Note 16.

At December 31, 2020, the Company had approximately $ 6.2 billion in net proceeds from the N&B Notes Offering recorded within non-current “Restricted cash and cash equivalents” in the Consolidated Balance Sheets.

The restricted cash relates to net proceeds received from an offering of $ 6.25 billion of senior unsecured notes (the "N&B Notes Offering") associated with the N&B Transaction.

On February 1, 2021 this amount was released from escrow as part of the N&B Transaction and is no longer restricted.

The liability from the N&B Notes Offering was classified as "Liabilities of discontinued operations" in the Company's Consolidated Balance Sheets as of December 31, 2020.

See Note 4 for further discussion of the Company's divestiture of the N&B business.

Accrued and Other Current Liabilities

"Accrued and other current liabilities" in the Consolidated Balance Sheets were $ 1,385 million at December 31, 2020 and $ 1,342 million at December 31, 2019.

Accrued payroll, which is a component of "Accrued and other current liabilities," was $ 469 million at December 31, 2020 and $ 479 million at December 31, 2019.

No other components of "Accrued and other current liabilities" were more than five percent of total current liabilities.

"Accrued and other current liabilities" in the Consolidated Balance Sheets were $ 1.2 billion at December 31, 2021 and $ 1.1 billion at December 31, 2020.

Accrued payroll, which is a component of "Accrued and other current liabilities" was $ 498 million at December 31, 2021.

No other component of "Accrued and other current liabilities" was more than five percent of total current liabilities at December 31, 2021 and no component was more than five percent of total current liabilities at December 31, 2020.

NOTE 8 - INCOME TAXES

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DuPont, Corteva and Dow intend that to the extent Federal and/or State corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with the Amended and Restated DWDP Tax Matters Agreement.

On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”) was enacted.

The Act reduced the U.S.

federal corporate income tax rate from 35 percent to 21 percent, required companies to pay a one-time transition tax on earnings of foreign subsidiaries that were previously tax deferred, created new provisions related to foreign sourced earnings, eliminated the domestic manufacturing deduction and moves towards a territorial system.

At December 31, 2018, the Company had substantially completed its accounting for the tax effects of The Act.

• As a result of The Act, the Company remeasured its U.S.

federal deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent.

In 2018, the Company recorded a $ 118 million benefit to “(Benefit from) Provision for income taxes on continuing operations” in the Consolidated Statements of Operations with respect to the remeasurement of the Company's deferred tax balances.

• The Act required a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits (“E&P”), which results in a one-time transition tax.

The Company recorded a $ 65 million benefit in 2019 and a $ 59 million charge in 2018 to "(Benefit from) Provision for income taxes on continuing operations" with respect to the one-time transition tax.

• In the year ended December 31, 2018, the Company recorded an indirect impact of The Act related to prepaid tax on the intercompany sale of inventory.

The amount recorded related to the inventory was a $ 54 million charge to "(Benefit from) Provision for income taxes on continuing operations."

Geographic Allocation of (Loss) Income and Provision for (Benefit from) Income Taxes 2020 2019 2018

Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income Taxes 2021 2020 2019

(In millions)

(Loss) Income from continuing operations before income taxes

Income (loss) from continuing operations before income taxes

Domestic $ ( 188 ) $ ( 2,536 ) $ ( 1,818 )

Foreign 2,384 290 1,692

(Loss) Income from continuing operations before income taxes $ ( 2,897 ) $ ( 474 ) $ 600

Income (loss) from continuing operations before income taxes $ 2,196 $ ( 2,246 ) $ ( 126 )

Current tax expense

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State and local 26 9 7

Foreign 507 341 436

Total current tax expense $ 682 $ 466 $ 465

Deferred tax (benefit) expense

$ ( 363 ) $ ( 457 ) $ ( 560 )

Federal $ ( 131 ) $ ( 229 ) $ ( 499 )

State and local ( 84 ) ( 51 ) 160

( 181 ) ( 156 ) ( 54 )

Foreign ( 75 ) ( 26 ) ( 128 )

Total deferred tax benefit $ ( 290 ) $ ( 306 ) $ ( 467 )

(Benefit from) Provision for income taxes on continuing operations ( 23 ) 140 195

Net (loss) income from continuing operations $ ( 2,874 ) $ ( 614 ) $ 405

The Company has corrected the allocation of tax expense for the year ended December 31, 2019, resulting in a decrease of Foreign current tax expense of $ 37 million, an increase in Federal deferred tax expense of $ 141 million, and a decrease in Foreign deferred tax expense of $ 104 million.

The total provision for income taxes on continuing operations for the year ended December 31, 2019 was not impacted.

Pre-tax loss from continuing operations for the year ended December 31, 2020 includes non-deductible, non-cash goodwill impairment charges of $ 3,214 million impacting the Non-Core and Transportation and Industrial segments and a non-deductible goodwill allocation of $ 247 million in connection with the TCS/HSC Disposal.

Provision for (benefit from) income taxes on continuing operations 392 160 ( 2 )

Net income (loss) from continuing operations $ 1,804 $ ( 2,406 ) $ ( 124 )

Pre-tax income from continuing operations for the year ended December 31, 2021 includes non-deductible goodwill of $ 114 million in connection with the sale of the Clean Technologies business.

Pre-tax loss from continuing operations for the year ended December 31, 2020 includes non-deductible, non-cash goodwill impairment charges of $ 3,214 million impacting the businesses held in Corporate and the Mobility & Materials and Electronic & Industrials segments and a non-deductible goodwill allocation of $ 247 million in connection with the TCS/HSC Disposal.

Of these amounts, $ 2,381 million related to the U.S and the remaining $ 1,080 million related to foreign operations.

See Note 14 for additional information.

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

and the remaining $ 518 million related to foreign operations.

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

Pre-tax loss from continuing operations for the year ended December 31, 2019 includes a non-deductible $ 242 million non-cash goodwill impairment charge associated with Corporate, related to U.S.

Reconciliation to U.S.

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Acquisitions, divestitures and ownership restructuring activities 1, 2

4.3 1.4 113.1

Exchange gains/losses 3

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Impact of Enactment of U.S.

— 10.8 ( 0.5 )

State and local income taxes ( 1.9 ) 1.6 ( 119.6 )

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Other - net 5, 6

( 2.2 ) 0.9 57.1

Effective tax rate 17.9 % ( 7.1 ) % 1.6 %

See Note 4 for additional information.

Includes a net tax benefit of $ 148 million, a net tax benefit of $ 102 million and a net tax charge of $ 25 million related to internal entity restructuring for the years ended December 31, 2020, 2019 and 2018, respectively.

Includes a net tax expense of $ 25 million, and net tax benefits of $ 148 million and $ 102 million related to internal entity restructuring for the years ended December 31, 2021, 2020, and 2019, respectively.

Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized.

Includes a net tax benefit of $ 65 million relating to the Company's change in estimate with respect to the portion of the one time transition tax for the taxable year ended December 31, 2018 for TDCC.

Includes a net tax benefit of $ 65 million related to the Company’s change in estimate with respect to a one time transition tax for the taxable year ended December 31, 2018 for TDCC.

Includes a net tax benefit of $ 41 million in the year ended December 31, 2019 related to certain unrecognized tax benefits for positions taken on items from prior years.

Includes a tax benefit of $ 50 million, $ 13 million, and $ 17 million related to the foreign derived intangible income deduction for the years ended December 31, 2021, 2020, and 2019 respectively.

Deferred Tax Balances at December 31, 2021 2020

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Tax loss and credit carryforwards 1

Lease Liability 110 97

Pension and postretirement benefit obligations 84 218

Unrealized exchange gains (losses), net 17 5

Other accruals and reserves 134 131

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Deferred tax liabilities:

Unrealized exchange gains (losses), net $ 3 $ ( 1 )

Inventory 5 ( 14 )

Investments ( 291 ) ( 254 )

Operating lease asset ( 110 ) ( 97 )

Property ( 400 ) ( 426 )

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Settlement of uncertain tax positions with tax authorities ( 1 ) ( 3 ) —

Decreases due to expiration of statutes of limitations — — ( 6 )

Exchange loss (gain) 24 ( 3 ) ( 15 )

Exchange (gain) loss ( 14 ) 24 ( 3 )

Spin-offs of Dow and Corteva — — ( 652 )

Divestiture of N&B $ ( 64 ) $ — $ —

Total unrecognized tax benefits at December 31, 1

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Total unrecognized tax benefits that, if recognized, would impact the effective tax rate of continuing operations $ 303 $ 314 $ 260

$ 365 $ 296 $ 248

Total amount of interest and penalties (benefit) recognized in "Provision for (benefit from) income taxes on continuing operations" $ ( 4 ) $ 5 $ 9

Total accrual for interest and penalties associated with unrecognized tax benefits $ 13 $ 17 $ 12

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

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

Total unrecognized tax benefits includes $ 46 million, $ 56 million, and $ 48 million of benefits related to discontinued operations at December 31, 2021, 2020 and 2019.

Each year the Company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates.

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It is not practicable to calculate the unrecognized deferred tax liability on undistributed foreign earnings due to the complexity of the hypothetical calculation.

Laird PM Acquisition

In connection with the integration of Laird PM, the Company completed certain internal restructurings that were determined to be tax free under the applicable sections of the Internal Revenue Code.

If the aforementioned transactions were to fail to qualify for non-recognition treatment for U.S.

federal income tax purposes, then the Company could be subject to significant tax liability.

N&B Transaction

Certain internal distributions and reorganizations that occurred during 2020 in preparation for the N&B Transaction qualified as tax-free transactions under the applicable sections of the Internal Revenue Code.

Certain internal distributions and reorganizations that occurred during 2021 and 2020 in preparation for the N&B Transaction and the external distribution in 2021 qualified as tax-free transactions under the applicable sections of the Internal Revenue Code.

If the aforementioned transactions were to fail to qualify for non-recognition treatment for U.S.

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To the extent that the Company is responsible for any such liability, there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.

In-Scope M&M Divestiture Process

In anticipation of the intended divestiture of the In-Scope M&M Businesses, the Company completed various internal restructurings, some of which were determined to be taxable and some of which were determined to be tax-free for U.S.

federal income tax purposes and local country tax purposes.

NOTE 9 - EARNINGS PER SHARE CALCULATIONS

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2021 2020 2019

(Loss) Income from continuing operations, net of tax $ ( 2,874 ) $ ( 614 ) $ 405

Income (loss) from continuing operations, net of tax $ 1,804 $ ( 2,406 ) $ ( 124 )

Net income from continuing operations attributable to noncontrolling interests 48 28 29

Net income from continuing operations attributable to participating

(Loss) Income from continuing operations attributable to common stockholders $ ( 2,902 ) $ ( 645 ) $ 349

(Loss) Income from discontinued operations, net of tax ( 49 ) 1,214 3,595

Income (loss) from continuing operations attributable to common stockholders $ 1,756 $ ( 2,434 ) $ ( 154 )

Income (loss) from discontinued operations, net of tax 4,711 ( 517 ) 724

Net income from discontinued operations attributable to noncontrolling interests — — 73

(Loss) Income from discontinued operations attributable to common stockholders ( 49 ) 1,142 3,479

Net (loss) income available to common stockholders $ ( 2,951 ) $ 497 $ 3,828

Income (loss) from discontinued operations attributable to common stockholders 4,711 ( 517 ) 651

Net income (loss) available to common stockholders $ 6,467 $ ( 2,951 ) $ 497

Earnings Per Share Calculations - Basic

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2021 2020 2019

(Loss) Income from continuing operations attributable to common stockholders $ ( 3.95 ) $ ( 0.86 ) $ 0.46

(Loss) Income from discontinued operations attributable to common stockholders ( 0.07 ) 1.53 4.54

Net (loss) income available to common stockholders 2

Earnings (loss) from continuing operations attributable to common stockholders $ 3.24 $ ( 3.31 ) $ ( 0.21 )

Earnings (loss) from discontinued operations, net of tax 8.68 ( 0.70 ) 0.87

Earnings (loss) available to common stockholders 2

$ 11.92 $ ( 4.01 ) $ 0.67

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2021 2020 2019

(Loss) Income from continuing operations attributable to common stockholders $ ( 3.95 ) $ ( 0.86 ) $ 0.45

(Loss) Income from discontinued operations attributable to common stockholders ( 0.07 ) 1.53 4.51

Net (loss) income available to common stockholders 2

Earnings (loss) from continuing operations attributable to common stockholders $ 3.23 $ ( 3.31 ) $ ( 0.21 )

Earnings (loss) from discontinued operations, net of tax 8.66 ( 0.70 ) 0.87

Earnings (loss) available to common stockholders 2

$ 11.89 $ ( 4.01 ) $ 0.67

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Weighted-average common shares - diluted 544.2 735.5 746.3

Stock options and restricted stock units excluded from EPS calculations 3

Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 3

TDCC restricted stock units are considered participating securities due to TDCC's practice of paying dividend equivalents on unvested shares.

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As a result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.

These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.

These outstanding options to purchase shares of common stock, restricted stock units and performance based restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.

NOTE 10 - ACCOUNTS AND NOTES RECEIVABLE - NET

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That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.

Other includes receivables in relation to value added tax, fair value of derivative instruments, indemnification assets, and general sales tax and other taxes.

Other includes receivables in relation to value added tax, indemnification assets, and general sales tax and other taxes.

No individual group represents more than ten percent of total receivables.

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Finished goods 1

$ 1,706 $ 1,447

Work in process 1

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Total inventories $ 2,862 $ 2,393

The prior year amounts have been recast for a reclassification between inventory captions, consistent with current year presentation.

NOTE 12 - PROPERTY, PLANT, AND EQUIPMENT

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Accrued and other current liabilities ( 67 ) ( 71 )

Other noncurrent obligations — ( 358 )

Net investment in nonconsolidated affiliates $ 812 $ 818

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The Company had an ownership interest in 14 nonconsolidated affiliates, with ownership interest (direct and indirect) ranging from 49 percent to 50 percent at December 31, 2021.

Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the year ended December 31, 2020 and less than 3 percent of total net sales for the year ended December 31, 2019 and 2018.

Sales to nonconsolidated affiliates are primarily related to the sale of trichlorosilane, a raw material used in the production of polycrystalline silicon, to the HSC Group, prior to the TCS/Hemlock Disposal in the third quarter of 2020.

Sales of this raw material to the HSC Group are reflected in Non-Core.

Purchases from nonconsolidated affiliates represented less than 2 percent of “Cost of sales” in 2020, 2019, and 2018.

Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the year ended December 31, 2021 and less than 3 percent and approximately 4 percent of total net sales for the years ended December 31, 2020 and 2019, respectively.

Sales to nonconsolidated affiliates in 2020 and 2019 were primarily related to the sale of trichlorosilane, a raw material used in the production of polycrystalline silicon, to the HSC Group, prior to the TCS/Hemlock Disposal in the third quarter of 2020.

Sales of this raw material to the HSC Group are reflected in Corporate.

Purchases from nonconsolidated affiliates represented approximately 3 percent of “Cost of sales” for the year ended December 31, 2021 and less than 3 percent and approximately 2 percent for the years ended December 31, 2020 and 2019, respectively.

In the third quarter of 2020, the Company sold its equity interest in the HSC group.

See Note 4 for further discussion.

The Company's investment in and equity earnings from the HSC Group are shown in the tables below:

Investment in the HSC Group at December 31, Investment

In millions Balance Sheet Classification 2019

Hemlock Semiconductor L.L.C.

Other noncurrent obligations $ ( 358 )

DC HSC Holdings LLC Investments and other noncurrent receivables $ 87

The Company's equity earnings from the HSC Group is shown in the table below:

Equity Earnings in the HSC Group 2020 2019

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The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020.

& Imaging Nutrition & Biosciences Transp.

& Industrial Safety & Const.

Non-Core Total

Electronics & Industrial Water & Protection Mobility & Materials Corporate Total

Balance at December 31, 2019 $ 9,403 $ 6,711 $ 4,795 $ 1,230 $ 22,139

Acquisitions — 53 — — 53

Divestitures 1

( 199 ) — — ( 514 ) ( 713 )

Impairments 2

Currency Translation Adjustment

( 834 ) — ( 1,664 ) ( 716 ) ( 3,214 )

Currency Translation Adjustment

88 195 144 — 427

Measurement Period Adjustment — 10 — — 10

Balance at December 31, 2020 $ 8,458 $ 6,969 $ 3,275 $ — $ 18,702

Acquisitions 3

Divestitures 1

1,213 — — — 1,213

Impairments — — ( 2,498 ) — ( 716 ) ( 3,214 )

Currency Translation Adjustment ( 88 ) ( 168 ) ( 89 ) — ( 345 )

Measurement Period Adjustment — — — 10 — 10

Other — — 8 — 8

Balance at December 31, 2021 $ 9,583 $ 6,801 $ 3,194 $ — $ 19,578

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

Includes $ 267 million of goodwill related to Corporate reclassified as held for sale in connection with the Corporate Held for Sale Disposal Groups.

Refer to Note 4 for further information.

The Company tests goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value is below its carrying value.

The $ 834 million impairment related to Electronics & Industrial and $ 1,664 million impairment related to Mobility & Materials were allocated to align with the new segment structure.

The $ 716 million impairment related to Corporate relates to businesses divested in 2020 and 2021 or to be divested in 2022.

On July 1, 2021, DuPont completed the acquisition of Laird PM, which is included in the Electronics & Industrial segment.

Final determination of the goodwill value assigned may result in adjustments to the preliminary value recorded.

See Note 3 for additional information.

The Company tests goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value is below carrying value.

As a result of the related acquisition method of accounting in connection with the DWDP Merger, EID’s assets and liabilities were measured at fair value resulting in increases to the Company’s goodwill and other intangible assets.

The fair value valuation increased the risk that any declines in financial projections, including changes to key assumptions, could have a material, negative impact on the fair value of the Company’s reporting units and assets, and therefore could result in an impairment.

In the fourth quarter of 2020, the Company performed qualitative testing on four of its reporting units and performed quantitative testing on two of its reporting units and determined that no further impairments existed.

In the fourth quarter of 2021, the Company performed qualitative testing on all six of its reporting units that have goodwill and determined that it is not more likely than not that the fair values of the reporting units were less than their carrying values.

The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not (more than 50%) that the fair value of a reporting unit or asset is less than the respective carrying amount, including goodwill.

The results of the qualitative assessments indicated that it is not more likely than not that the fair values of the reporting units were less than their carrying values.

For reporting units tested by applying the quantitative assessment, the Company used a combination of discounted cash flow models (a form of the income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (a form of the market approach).

The Company’s significant assumptions in these analyses include, but are not limited to, projected revenue, EBITDA margins, the weighted average cost of capital, the terminal growth rate, derived multiples from comparable market transactions and other market data.

In the third quarter of 2020, the TCS/HSC Disposal within the Non-Core segment, as well as further softening conditions in aerospace markets, served as triggering events requiring the Company to perform recoverability assessments related to asset groups within its PVAM business unit.

During the first quarter of 2021, the 2021 Segment Realignment served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by certain reporting units as of February 1, 2021, prior to the realignment.

As part of the 2021 Segment Realignment, the Company assessed and re-defined certain reporting units effective February 1, 2021, including reallocation of goodwill on a relative fair value basis, as applicable, to reporting units impacted.

Goodwill impairment analyses were then performed for reporting units impacted in the Electronics and Industrial and Mobility and Materials segments, and no impairments were identified.

The fair value of each reporting unit tested was estimated using a combination of a discounted cash flow model and market approach.

The Company’s assumptions in estimating fair value include, but are not limited to, projected revenue, gross margins, EBITDA margins, the weighted average costs of capital, the terminal growth rates, and derived multiples from comparable market transactions

In the third quarter of 2020, the TCS/HSC Disposal within Corporate, as well as further softening conditions in aerospace markets, served as triggering events requiring the Company to perform recoverability assessments related to asset groups within its PVAM business unit.

These assessments resulted in the Company recording asset impairment charges related to certain long-lived assets whose carrying values were deemed not recoverable (refer to Note 6 for additional information).

The Company then performed a series of impairment analyses related to goodwill associated with the PVAM business unit.

The goodwill impairment analyses included an assessment of the preceding PVAM reporting unit as well as assessments of re-defined reporting units within the PVAM business unit resulting from the TCS/HSC Disposal along with recent progress in the sales processes for other Non-Core business units, including reallocation of goodwill on a relative fair value basis.

The goodwill impairment analyses included an assessment of the preceding PVAM reporting unit as well as assessments of re-defined reporting units within the PVAM business unit resulting from the TCS/HSC Disposal along with recent progress in the sales processes for other business units aligned to Corporate, including reallocation of goodwill on a relative fair value basis.

As a result of these analyses, the Company determined that the fair value of certain reporting units was below carrying value resulting in impairment charges of goodwill.

In connection with the foregoing and as a result of the Non-Core Held For Sale Disposal Groups classification (see Note 3 for additional information), the Company recorded aggregate, pre-tax, non-cash impairment charges of $ 183 million in the third quarter of 2020 impacting the Non-Core segment and reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations.

As a result of the above impairment charges and previous impairment charges recorded impacting Non-Core as discussed below, the carrying value of the reporting units within Non-Core are indicative of fair value.

In connection with the foregoing and as a result of the Corporate Held For Sale Disposal Groups classification (see Note 4 for additional information), the Company recorded aggregate, pre-tax, non-cash impairment charges of $ 183 million in the third quarter of 2020 impacting Corporate and reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations.

As a result of the above impairment charges and previous impairment

charges recorded impacting Corporate as discussed below, the carrying value of the reporting units within business units aligned to Corporate are indicative of fair value.

As a result, future changes in fair value could impact the carrying value of these business units which have been and continue to be at risk for impairment charges in future periods.

The Company’s analyses above use a combination of the discounted cash flow models (a form of the income approach) utilizing Level 3 unobservable inputs and the market approach.

The Company’s analyses above used a combination of the discounted cash flow models (a form of the income approach) utilizing Level 3 unobservable inputs and the market approach.

The Company’s significant assumptions in these analyses include, but are not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.

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As such, the Company believes the current assumptions and estimates utilized are both reasonable and appropriate.

In the second quarter of 2020, continued near-term demand weakness in global automotive production resulting from the COVID-19 pandemic, along with revised views of recovery based on third party market information, served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its Transportation & Industrial reporting unit as of June 30, 2020.

The carrying value of the Transportation & Industrial reporting unit is comprised substantially of EID’s assets and liabilities which were measured at fair value in connection with the DWDP Merger, and thus inherently considered at risk for impairment.

The Company performed quantitative testing on its Transportation & Industrial reporting unit as of June 30, 2020, using a combination of the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (a form of the market approach).

Based on the analysis performed, during the second quarter of 2020, the Company concluded that the carrying amount of the reporting unit exceeded its fair value resulting in a pre-tax, non-cash goodwill impairment charge of $ 2,498 million, reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the year ended December 31, 2020.

In the second quarter of 2020, continued near-term demand weakness in global automotive production resulting from the COVID-19 pandemic, along with revised views of recovery based on third party market information, served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its Mobility & Materials and Industrial Solutions reporting units as of June 30, 2020.

The carrying value of the Mobility & Materials and Industrial Solutions reporting units is comprised substantially of EID’s assets and liabilities which were measured at fair value in connection with the DWDP Merger, and thus inherently considered at risk for impairment.

The Company performed quantitative testing on its Mobility & Materials and Industrial Solutions reporting units as of June 30, 2020, using a combination of the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (a form of the market approach).

Based on the analysis performed, during the second quarter of 2020, the Company concluded that the carrying amount of the reporting units exceeded the fair value resulting in a pre-tax, non-cash goodwill impairment charge of $ 2,498 million, reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the year ended December 31, 2020.

The Company's goodwill analysis referenced above used the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs.

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The Company believes the current assumptions and estimates utilized in the income and market approaches are both reasonable and appropriate.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within the Non-Core segment gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform impairment analyses related to goodwill as of March 31, 2020.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures related to the businesses held in Corporate gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform impairment analyses related to goodwill as of March 31, 2020.

As part of the analysis, the Company determined that the fair value of its PVAM reporting unit was below its carrying value resulting in an impairment charge to goodwill.

Valuations of the PVAM reporting unit under a combination of the market approach and income approach reflected softening conditions in photovoltaics markets as compared to prior estimates.

In connection with this analysis, the Company recorded a pre-tax, non-cash goodwill impairment charge of $ 533 million in the first quarter of 2020 impacting the Non-Core segment.

In connection with this analysis, the Company recorded a pre-tax, non-cash goodwill

impairment charge of $ 533 million in the first quarter of 2020 impacting Corporate.

This charge is reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the year ended December 31, 2020.

The Company's analysis uses the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs.

The Company's analysis used the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs.

The Company’s significant assumptions in this analysis include, but are not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.

The Company’s estimates of future cash flows are

based on current regulatory and economic climates, recent operating results, and planned business strategies.

The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies.

These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns.

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The Internal SP Distribution served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by its EID existing reporting units as of May 1, 2019.

Subsequent to the Corteva Distribution, on June 1, 2019, the Company realigned certain businesses resulting in changes to its management and reporting structure, including the creation of a new Non-Core segment.

Subsequent to the Corteva Distribution, on June 1, 2019, the Company realigned certain businesses resulting in changes to its management and reporting structure.

As part of the Second Quarter Segment Realignment, the Company assessed and re-defined certain reporting units effective June 1, 2019, including reallocation of goodwill on a relative fair value basis as applicable to new reporting units identified.

Goodwill impairment analyses were then performed for reporting units impacted by the Second Quarter Segment Realignment.

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

COVID-19 continues to impact the broader global economy and has caused volatility in financial markets.

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

In the second quarter of 2019, in connection with the analysis described above, the Company recorded pre-tax, non-cash goodwill impairment charges of $ 242 million impacting Corporate which are reflected in "Goodwill impairment charges" in the Consolidated Statements of Operations for the year ended December 31, 2019.

Other Intangible Assets

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Developed technology 1

$ 3,074 $ ( 1,346 ) $ 1,728 $ 2,752 $ ( 1,128 ) $ 1,624

Trademarks/tradenames

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Total $ 13,107 $ ( 4,665 ) $ 8,442 $ 12,082 $ ( 4,010 ) $ 8,072

In the third quarter of 2020, the Company recorded a pre-tax asset impairment charge of $ 52 million ($ 39 million net of tax) related to indefinite-lived intangible assets within the Non-Core segment which were deemed no longer recoverable as a result of an impairment test performed related to the Non-Core Held For Sale Disposal Groups classification (see Note 3 for additional information).

The prior year amounts have been adjusted to reflect current year presentation.

As part of the 2021 Segment Realignment, the Company reallocated its intangible assets with indefinite lives to align with the new segment structure.

This served as a triggering event requiring the Company to perform an impairment analysis related to intangible assets with indefinite lives carried by its existing Electronics & Imaging and Transportation & Industrial segments as of February 1, 2021, prior to the realignment.

Subsequent to the realignment, the Company realigned intangible assets with indefinite lives, as applicable, to align the intangible assets with indefinite lives with the new segment structure.

Impairment analyses were then performed for the intangible assets with indefinite lives carried by the Electronics & Industrial and Mobility & Materials segments.

No impairments were identified as a result of the analyses described above.

In the third quarter of 2020, the Company recorded a pre-tax asset impairment charge of $ 52 million ($ 39 million net of tax) related to indefinite-lived intangible assets within Corporate which were deemed no longer recoverable as a result of an impairment test performed related to the Corporate Held For Sale Disposal Groups classification (see Note 4 for additional

information).

The charge was recorded within “Restructuring and asset related charges – net” in the Consolidated Statements of Operations for the year ended December 31, 2020.

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

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

See Note 6 for further discussion.

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

declined related to the factors described above.

In the second quarter of 2020, the Company performed quantitative testing on indefinite-lived intangible assets attributable to the Mobility & Materials segment, for which the Company determined that the fair value of certain tradenames had declined related to the factors described above.

The Company performed an analysis of the fair value using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy.

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As a result of the testing, the Company recorded a pre-tax, non-cash indefinite-lived intangible asset impairment charge of $ 21 million ($ 16 million net of tax), which is reflected in "Restructuring and asset related charges - net," in the Consolidated Statements of Operations for the year ended December 31, 2020.

The remaining net book value of the tradenames attributable to the Transportation & Industrial segment at December 31, 2020 was approximately $ 289 million, which represents fair value.

The remaining net book value of the tradenames attributable to the Mobility & Materials segment at December 31, 2020 was approximately $ 289 million, which represents fair value.

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

Net Intangibles by Segment December 31, 2021 December 31, 2020

Electronics & Imaging $ 1,651 $ 1,833

Nutrition & Biosciences 3,071 4,377

Transportation & Industrial 3,408 3,590

Safety & Construction 2,920 3,082

Non-Core 94 711

Electronics & Industrial $ 3,429 $ 2,611

Water & Protection 2,686 2,920

Mobility & Materials 2,327 2,541

Total $ 8,442 $ 8,072

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The weighted-average interest rate on commercial paper at December 31, 2021 was 0.34 percent.

Presented net of current portion of unamortized debt issuance costs.

The year ended December 31, 2019 includes finance lease obligations of $ 1 million due within one year.

Long-Term Debt December 31, 2021 December 31, 2020

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Final maturity 2023 2

Final maturity 2022 300 0.70 % — — %

Final maturity 2023 4,800 3.18 % 2,800 4.08 %

$ 2,800 3.89 % $ 4,800 3.18 %

Final maturity 2025 1,850 4.49 % 1,850 4.49 %

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Term loan due 2022 — — % 3,000 1.25 %

Other loans 6 4.21 % 10 4.20 %

Finance lease obligations 2 2

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Long-term debt due within one year 3

$ 21,806 $ 13,617

Presented net of current portion of unamortized debt issuance costs.

Total $ 10,632 $ 15,611

Represents senior unsecured notes (the "2018 Senior Notes"), which are senior unsecured obligations of the Company.

The year ended December 31, 2020 includes $ 2 billion related to the May 2020 Notes.

The year ended December 31, 2020 includes finance lease obligations of $ 1 million due within one year.

See Note 16 for more information on finance leases.

The year ended December 31, 2020 includes $ 6.2 billion related to the N&B Notes Offering.

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

Maturities of Long-Term Debt for Next Five Years at December 31, 2021 Total

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

The estimated fair value of the Company's long-term borrowings was determined using Level 2 inputs within the fair value hierarchy, as described in Note 22.

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In millions Effective Date Committed Credit Credit Available Maturity Date Interest

Term Loan Facility May 2019 $ 3,000 $ — May 2022 Floating Rate

Revolving Credit Facility, Five-year May 2019 3,000 2,978 May 2024 Floating Rate

364-day Revolving Credit Facility April 2020 1,000 1,000 April 2021 Floating Rate

Revolving Credit Facility, Five -year

May 2019 $ 3,000 $ 2,977 May 2024 Floating Rate

364 -day Revolving Credit Facility

April 2021 1,000 1,000 April 2022 Floating Rate

Total Committed and Available Credit Facilities $ 4,000 $ 3,977

Nutrition & Biosciences Financing

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

On September 16, 2020 (the "Offering Date"), N&B completed an offering in the aggregate principal amount of $ 6.25 billion of senior unsecured notes in six series, comprised of the following (collectively, the “N&B Notes Offering” and together with the N&B Term Loan Facilities, the “Permanent Financing”):

$ 300 million aggregate principal amount of 0.697 percent Senior Notes due 2022;

$ 1 billion aggregate principal amount of 1.230 percent Senior Notes due 2025;

$ 1.2 billion aggregate principal amount of 1.832 percent Senior Notes due 2027;

$ 1.5 billion aggregate principal amount of 2.300 percent Senior Notes due 2030;

$ 750 million aggregate principal amount of 3.268 percent Senior Notes due 2040;

and $ 1.5 billion aggregate principal

amount of 3.468 percent Senior Notes due 2050.

The net proceeds of approximately $ 6.2 billion from the N&B Notes Offering were deposited into an escrow account.

See Note 25 for more information on the N&B Notes Offering.

Intended Rogers Acquisition

On November 22, 2021, the Company entered into a two-year senior unsecured committed term loan agreement in the amount of $ 5.2 billion (the "2021 Term Loan Facility").

The 2021 Term Loan Facility is intended to fund the Intended Rogers Acquisition.

The debt covenants and default provisions in the 2021 Term Loan Facility are consistent with those of the Five-Year Revolver and the $ 1 billion Revolving Credit Facility.

N&B Transaction

As part of the N&B Transaction, the Company received a Special Cash Payment of approximately $ 7.3 billion.

The Special Cash Payment was funded in part by the N&B Notes Offering, which was completed on September 16, 2020.

See Note 4 for more information.

May 2020 Debt Offering

On May 1, 2020, the Company completed an underwritten public offering of senior unsecured notes (the “May 2020 Notes”) in the aggregate principal amount of $ 2 billion of 2.169 percent fixed rate Notes due May 1, 2023 (the “May 2020 Debt Offering”).

The proceeds from the May Debt Offering were used by the Company to repay the Company’s $ 0.5 billion in floating rate notes due November 2020 and $ 1.5 billion of 3.77 percent fixed-rate notes due November 2020.

See Note 25 for more information on the May Debt Offering.

The consummation of the N&B Transaction triggered the special mandatory redemption feature of the May 2020 Debt Offering.

The Company redeemed the May 2020 Notes on May 13, 2021 and funded the redemption with proceeds from the Special Cash Payment.

Term Loan and Revolving Credit Facilities

In May 2019, the Company fully drew the two term loan facilities it entered into in the fourth quarter of 2018 (the “Term Loan Facilities”) in the aggregate principal amount of $ 3,000 million.

In May 2019, the Company amended its $ 3,000 million five-year revolving credit facility (the “Five-Year Revolver”) entered into in the fourth quarter of 2018 to become effective and available as of the amendment.

In addition, in June 2019, the Company entered into a $ 750 million, 364-day revolving credit facility (the "Old 364-day Revolving Credit Facility").

On and effective as of April 16, 2020, the Company entered into a new $ 1.0 billion 364-day revolving credit facility (the “$1B Revolving Credit Facility").

As of the effectiveness of the $1B Revolving Credit Facility, the Old 364-Day Revolving Credit Facility was terminated.

In contemplation of the DWDP Distributions and in preparation to achieve the intended credit profiles of Corteva, Dow and DuPont, in the fourth quarter of 2018, the Company consummated a public underwritten offer of eight series of senior unsecured notes (the "2018 Senior Notes") in an aggregate principal amount of $ 12.7 billion.

The 2018 Senior Notes are a senior unsecured obligation of the Company and will rank equally with the Company's future senior unsecured debt outstanding from time to time.

In the fourth quarter of 2020, the Company repaid the notes due in November 2020 using the proceeds from the May Debt Offering.

In May 2019, the Company fully drew the two term loan facilities it entered into in the fourth quarter of 2018 (the “Term Loan Facilities”) in the aggregate principal amount of $ 3 billion.

In May 2019, the Company amended its $ 3 billion five-year revolving credit facility (the “Five-Year Revolver”) entered into in the fourth quarter of 2018 to become effective and available as of the amendment.

On February 1, 2021, the Company terminated its fully drawn $ 3 billion Term Loan Facilities.

The termination triggered the repayment of the aggregate outstanding principal amount of $ 3 billion, plus accrued and unpaid interest through and including January 31, 2021.

The Company funded the repayment with proceeds from the Special Cash Payment.

On April 15, 2021, the Company entered into an updated $ 1 billion 364-day revolving credit facility (the “2021 $1B Revolving Credit Facility") as the 1.0 billion 364-day revolving credit facility entered in April 2020 (the “2020 $1B Revolving Credit Facility") expired mid-April 2021.

As of the effectiveness of the 2021 $1B Revolving Credit Facility, the 2020 $1B Revolving Credit Facility was terminated.

Uncommitted Credit Facilities and Outstanding Letters of Credit

Unused bank credit lines on uncommitted credit facilities were $ 696 million at December 31, 2020.

Unused bank credit lines on uncommitted credit facilities were approximately $ 786 million at December 31, 2021.

These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit.

Outstanding letters of credit were $ 165 million at December 31, 2020.

Outstanding letters of credit were approximately $ 158 million at December 31, 2021.

These letters of credit support commitments made in the ordinary course of business.

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The 2018 Senior Notes also contain customary default provisions.

The Term Loan

Facilities, the Five-Year Revolving Credit Facility and the $1B Revolving Credit Facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60 .

The 2021 Term Loan Facility, the Five-Year Revolving Credit Facility and the 2021 $1B Revolving Credit Facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60 .

At December 31, 2021, the Company was in compliance with this financial covenant.

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NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES

Litigation Matters

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

In addition, DuPont recorded liabilities of $ 27 million related to the settlement of the Ohio MDL, discussed below, and of $ 59 million in connection with the cost sharing arrangement related to future eligible PFAS costs, discussed below, between The Chemours Company (“Chemours”), Corteva, EID and the Company.

Management believes that it is reasonably possible the Company could incur eligible PFAS costs in excess of the amounts accrued, but any such losses are not estimable at this time due to various reasons, including, among others, that the underlying matters are in their early stages and have significant factual issues to be resolved.

Eligible PFAS costs are included in PFAS Stray Liabilities discussed below.

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

Under the DWDP Separation and Distribution Agreement, liabilities, including cost and expenses, associated with litigation and environmental matters that primarily related to the materials science business, the agriculture business or the specialty products business were generally allocated to or retained by Dow, Corteva or the Company, respectively, through retention, assumption or indemnification.

Further, under the Letter Agreement between Corteva and DuPont, DDOB liabilities of EID primarily related to EID’s agriculture business were allocated to or retained by Corteva and those primarily related to EID’s specialty products business were allocated to or retained by the Company.

EID DDOB liabilities not primarily related to EID’s agriculture business or specialty products business (“Stray Liabilities”), are allocated as follows:

• Generally, indemnifiable losses as defined in the DWDP Separation and Distribution Agreement (“Indemnifiable Losses”) for Stray Liabilities, to the extent they do not arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS, defined below, (“Non-PFAS Stray Liabilities”) that are known as of April 1, 2019 are borne by Corteva up to a specified amount set forth in the schedules to the DWDP Separation and Distribution Agreement and/or Letter Agreement.

Non-PFAS Stray Liabilities in excess of such specified amounts and any Non-PFAS Stray Liabilities not listed in the schedules to the Separation and Distribution Agreement or Letter Agreement are borne by Corteva and/or DuPont up to separate, aggregate thresholds of $ 200 million each to the extent Corteva or DuPont, as applicable, incurs an Indemnifiable Loss.

Once Corteva’s or DuPont’s $ 200 million threshold is met, the other would generally bear all Non-PFAS Stray Liabilities until meeting its $ 200 million threshold.

After the respective $ 200 million thresholds are met, DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.

While DuPont believes it is probable that it will incur a liability related to Non-PFAS Stray Liabilities discussed below, such liability is not reasonably estimable at December 31, 2020.

Therefore, at December 31, 2020, DuPont has not recorded an accrual related to Non-PFAS Liabilities.

• Generally, Corteva and the Company will each bear 50 percent of the first $ 300 million (up to $ 150 million each) for Indemnifiable Losses arising out of actions to the extent related to or resulting from the development, testing, manufacture or sale of per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”) (all such substances, “PFAS” and such Stray Liabilities referred to as “PFAS Stray Liabilities”), unless either Corteva or DuPont has met its $ 200 million threshold described above.

In that event, the other company would bear all PFAS Stray Liabilities until that company meets its $ 200 million threshold, at which point DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.

Indemnifiable Losses to the extent related to PFAS Stray Liabilities in excess of $ 300 million generally will be borne 71 percent by the Company and 29 percent by Corteva.

• Indemnifiable Losses incurred by the companies in relation to PFAS Stray Liabilities up to $ 300 million (e.g., up to $ 150 million each) will be applied to each company’s respective $ 200 million threshold.

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

DuPont expects to continue to incur directly and as Indemnifiable Losses and/or qualified spend (as defined below), costs and expenses related to litigation defense, such as attorneys’ fees and expenses and court costs, in connection with the Stray Liabilities described below.

In accordance with its accounting policy for litigation matters, the Company will expense such litigation defense costs as incurred which could be significant to the Company’s financial condition and/or cash flows in the period.

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

Litigation, Environmental Matters, and Indemnifications

The Company and certain subsidiaries are involved in various lawsuits, claims and environmental actions that have arisen in the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain substances at various sites.

In addition, in connection with divestitures and the related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions.

The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite.

The Company records liabilities for ongoing and indemnification matters when the information available indicates that it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.

As of December 31, 2021, the Company has recorded indemnification assets of $ 47 million within "Accounts and notes receivable - net" and $ 234 million within "Deferred charges and other assets" and indemnified liabilities of $ 153 million within "Accrued and other current liabilities" and $ 192 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

At December 31, 2020, the Company has recorded indemnified assets of $ 90 million within "Accounts and notes receivable - net" and $ 124 million within "Deferred charges and other assets" and indemnified liabilities of $ 157 million within "Accrued and other current liabilities" and $ 132 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

The Company’s accruals discussed below for indemnification liabilities related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EID and the Company and to the DWDP Separation and Distribution Agreement and the Letter Agreement between the Company and Corteva (together the “Agreements”), are included in the balances above.

PFAS Stray Liabilities:

Future Eligible PFAS Costs

On July 1, 2015, EID completed the separation of EID’s Performance Chemicals segment through the spin-off of Chemours to holders of EID common stock (the “Chemours Separation”).

In connection with the spin-off, EID and Chemours entered into a Separation Agreement.

In 2017, EID and Chemours amended the Chemours Separation Agreement (as amended, the “Chemours Separation Agreement”) to provide for a limited sharing of potential future liabilities related to alleged historical releases of PFOA for a five-year period that began on July 6, 2017.

On May 13, 2019, Chemours filed suit in the Delaware Court of Chancery against EID, Corteva and the Company seeking, among other things, to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement (the “Delaware Litigation”).

On March 30, 2020, the Court of Chancery granted a motion to dismiss.

On December 15, 2020, the Delaware Supreme Court affirmed the judgment of the Court of Chancery.

Meanwhile, a confidential arbitration process regarding the same and other claims has proceeded (the “Pending Arbitration”).

On January 22, 2021, the Company, Corteva, EID and Chemours entered into a binding Memorandum of Understanding (the “MOU”), pursuant to which the parties have agreed to release certain claims regarding the Delaware Litigation and the Pending Arbitration, including that Chemours has released any claim set forth in the complaint filed in the Delaware Litigation, any other similar claims arising out of or resulting from the facts recited by Chemours in the complaint or the process and manner in which EID structured or conducted the Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU.

On July 1, 2015, EID, a Corteva subsidiary since June 1, 2019, completed the separation of EID’s Performance Chemicals segment through the spin-off of Chemours to holders of EID common stock (the “Chemours Separation”).

On January 22, 2021, the Company, Corteva, EID and Chemours entered into the MOU pursuant to which the parties have agreed to release certain claims that had been raised by Chemours including any claims arising out of or resulting from the process and manner in which EID structured or conducted the Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU.

In connection with the MOU, the confidential arbitration process regarding certain claims by Chemours was terminated in February 2021.

The parties have further agreed not to bring any future, additional claims regarding the Chemours Separation Agreement or the MOU outside of arbitration.

In connection with entering into the MOU, the parties have jointly moved to terminate the Pending Arbitration.

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

This sharing arrangement replaces the cost sharing arrangement between EID and Chemours established pursuant to the Chemours Separation Agreement.

The parties have agreed that, during the term of this sharing arrangement, Chemours will bear 50 percent of any qualified spend and the Company and Corteva shall bear 50 percent of any qualified spend.

The Company’s and Corteva’s share of qualified spend shall not exceed $ 2 billion in the aggregate.

Pursuant to the MOU, the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of Qualified Spend, as defined in the MOU, is equal to $ 4 billion or (iii) a termination in accordance with the terms of the MOU.

PFAS refers to per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”).

The parties have agreed that, during the term of this sharing arrangement, Qualified Spend up to $ 4 billion will be borne 50 percent by Chemours and 50 percent, up to a cap of $ 2 billion, by the Company and Corteva.

The Company and Corteva will split their 50 percent of Qualified Spend in accordance with the Agreements.

After the term of this arrangement, Chemours’ indemnification obligations under the Chemours Separation Agreement would continue unchanged, subject in each case to certain exceptions set forth in the MOU.

In order to support and manage any potential future eligible PFAS costs, the parties have also agreed to establish an escrow account.

In order to support and manage any potential future eligible PFAS costs, the parties also agreed to establish an escrow account.

The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $ 100 million into an escrow account and DuPont and Corteva shall together deposit $ 100 million in the aggregate into an escrow account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $ 50 million into an escrow account and DuPont and Corteva shall together deposit $ 50 million in the aggregate into an escrow account.

Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any year (excluding 2021).

Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any year beginning and including 2022.

Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $ 700 million, Chemours will make 50 percent of the deposits and DuPont and Corteva together will make 50 percent of the deposits necessary to restore the balance of the escrow account to $ 700 million.

Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU.

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

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

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

Ohio MDL Personal Injury Cases

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

Such payments will be made

in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU.

As of September 30, 2021, the initial escrow deposit was completed by all parties in accordance with the MOU.

At December 31, 2021, DuPont's $ 50 million deposit and the accrued interest in the escrow account are reflected in "Restricted cash and cash equivalents" on the Condensed Consolidated Balance Sheet.

Under the Agreements, Divested Operations and Businesses ("DDOB") liabilities of EID not allocated to or retained by Corteva or the Company are categorized as relating to either (i) PFAS Stray Liabilities, if they arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS;

or (ii) Non-PFAS Stray Liabilities, (and together with PFAS Stray Liabilities, the “EID Stray Liabilities”).

The Agreements provide that the Company and Corteva will each bear specified amounts plus an additional $ 200 million of Indemnifiable Losses, described below, in relation to certain EID Stray Liabilities.

The Agreements further provide that the Company and Corteva will each bear 50 percent, $ 150 million each, of the first $ 300 million of total Indemnifiable Losses related to PFAS Stray Liabilities.

When the companies meet their respective $ 150 million threshold, Indemnifiable Losses related to PFAS Stray Liabilities will be borne 71 percent by DuPont and 29 percent by Corteva.

Indemnifiable Losses up to $ 150 million incurred for PFAS Stray Liabilities are credited against each company’s $ 200 million threshold.

Whenever Corteva or DuPont meets its $ 200 million threshold, the other would generally bear all Non-PFAS Stray Liabilities until meeting its $ 200 million threshold.

Thereafter, DuPont will bear 71 percent and Corteva will bear 29 percent of Indemnifiable Losses related to Non-PFAS Stray Liabilities.

In connection with the MOU and the Agreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:

Indemnified Liabilities Related to the MOU

In millions December 31, 2021 December 31, 2020 Balance Sheet Classification

Current indemnified liabilities $ 37 $ 12 Accrued and other current liabilities

Long-term indemnified liabilities $ 89 $ 46 Other noncurrent obligations

Total indemnified liabilities accrued under the MOU 1, 2

As of December 31, 2021, total indemnified liabilities accrued include $ 112 million related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Consent Order between Chemours and the North Carolina Department of Environmental Quality (the "NC DEQ").

Excludes liabilities of $ 27 million recognized by the Company as of December 31, 2020 related to the settlement of the Ohio MDL, discussed below.

In addition to the above, as of December 31, 2021, the Company retains a liability of $ 12.5 million related to the settlement agreement between Chemours, Corteva and DuPont and Delaware's Attorney General, discussed below.

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

In 2004, EID settled a West Virginia state court class action, Leach v.

DuPont, which alleged that PFOA from EID’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents.

EID has residual liabilities under the Leach settlement related to providing PFOA water treatment to six area water districts and private well users and to fund, through an escrow account, up to $ 235 million for a medical monitoring program for eligible class members.

du Pont de Nemours and Company, which alleged that PFOA from EID’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents.

Members of the Leach class have standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA:

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The 2017 settlement did not resolve claims of Leach class members who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017.

As of December 31, 2020, since the 2017 settlement about 100 additional cases alleging personal injury, including kidney and testicular cancer claims, have been filed and are pending in the Ohio MDL.

About a dozen additional claims have been noticed but not yet accepted in the Ohio MDL.

Since the 2017 settlement about 100 additional cases alleging personal injury, including kidney and testicular cancer claims, had been filed or noticed and were pending in the Ohio MDL.

On January 21, 2021, EID and Chemours entered into settlement agreements with plaintiffs’ counsel representing the Ohio MDL plaintiffs providing for a settlement of cases and claims in the Ohio MDL, except as noted below (the “Settlement”).

The total settlement amount is $ 83 million in cash with each of the Company and EID contributing $ 27 million and Chemours contributing $ 29 million.

At June 30, 2021 the Company had paid in full its $ 27 million contribution.

The Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by the Company, Corteva, EID or Chemours.

The case captioned “Abbott v E.

du Pont de Nemours and Company” is not included in the Settlement and is presently pending motions for new trial.

In the Abbott case, the jury returned a verdict in March 2020 against EID, awarding $ 50 million in compensatory damages to the plaintiff and his wife, who claimed that exposure to PFOA in drinking water caused him to develop testicular cancer.

EID will appeal the verdict.

The plaintiffs also sought but were not awarded punitive damages.

In addition to the actions described above, there are several cases alleging damages to natural resources, the environment, water, and/or property as well as various other allegations.

In connection with the Settlement, in April 2021 the plaintiffs filed a motion to terminate the Ohio MDL.

The case captioned “Abbott v.

du Pont de Nemours and Company” is a personal injury action that is not included in the Settlement of the Ohio MDL.

DuPont was not a named party in the Leach case or the Ohio MDL and is not a named party in the Abbott case.

There are several cases alleging damages to natural resources, the environment, water, and/or property as well as various other allegations.

DuPont and Corteva are named in most of the actions discussed below.

Such actions include additional claims based on allegations that the transfer by EID of certain PFAS liabilities to Chemours prior to the Chemours Separation resulted in a fraudulent conveyance or voidable transaction.

Natural Resource Damage Matters

Since May 2017, a number of state attorneys general have filed lawsuits against DuPont, Corteva, EID, Chemours, and others, claiming environmental contamination by certain PFAS compounds.

Such actions are currently pending in Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio and Vermont.

With the exception of the fraudulent conveyance claims, which are excluded from the MOU, legal fees, expenses, costs, and any potential liabilities for eligible PFAS costs presented by the following matters will be shared as defined in the MOU between Chemours, EID, Corteva and DuPont.

Since May 2017, a number of state attorneys general have filed lawsuits against DuPont, and others, claiming environmental contamination by certain PFAS compounds.

Such actions are currently pending in New Hampshire, New Jersey, North Carolina, Ohio and Vermont.

In the second quarter 2021, the Michigan action was transferred to the SC MDL, discussed below.

Generally, the states raise common law tort claims and seek economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to cleanup contamination from certain PFAS compounds, and to abate the alleged nuisance.

Most of these actions include fraudulent transfer claims related to the Chemours Separation, the DowDuPont separations, and questions potential loss of assets caused by future divestitures.

Other PFAS Environmental Matters

Several lawsuits have been filed by residents, local water districts, and private water companies against EID and Chemours in New York.

Additionally, a water district in West Virginia, filed suit in state court against EID, Chemours, Corteva, DuPont, and others alleging contamination as a result of PFAS releases and seeking compensatory, consequential and punitive damages, and attorneys’ fees.

The complaint includes a fraudulent transfer allegation associated with the Chemours separation.

In September 2020, a complaint was filed in the Central District of California on behalf of Golden State Water Company against DuPont, Corteva, EID, Chemours, and others, alleging contamination of water systems from PFAS.

The complaint includes fraudulent transfer claims related to the Chemours Separation, the DowDuPont separations, and questions potential loss of assets caused by future divestitures.

North Carolina PFAS Actions

There are several actions pending in federal court against EID and Chemours, relating to discharges of PFCs, including GenX, into the Cape Fear River.

GenX is a polymerization processing aid and a replacement for PFOA introduced by EID which Chemours continues to manufacture at its Fayetteville Works facility in Bladen County, North Carolina.

One of these actions is a consolidated putative class action that asserts claims for damages and other relief on behalf of putative classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River.

Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, that seek actual and punitive damages as well as injunctive relief.

In addition, an action is pending in North Carolina state court on behalf of about 100 plaintiffs who own wells and property near the Fayetteville Works facility.

The plaintiffs seek damages for nuisance allegedly caused by releases of certain PFCs from the site.

In the third quarter 2020, three lawsuits were filed in North Carolina state court against Chemours, EID, Corteva and DuPont.

The lawsuits seek damages for alleged personal injuries to more than 100 individuals due to alleged exposure to PFOA and GenX originating from the Fayetteville Works plant.

These lawsuits also include fraudulent transfer allegations related to the Chemours Separation.

Aqueous Film Forming Foam

Most of these actions include fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.

In July 2021, Chemours, Corteva (for itself and EID) and DuPont reached a resolution with the State of Delaware that avoids litigation and addresses potential Natural Resources Damages (“NRD”) from known historical and current releases by the companies in or affecting Delaware.

The resolution releases potential state NRD claims arising from the environmental impacts of various chemicals, including PFAS, across all current and historical locations.

Consistent with the MOU, Chemours will bear 50 percent or $ 25 million of the $ 50 million settlement and Corteva and DuPont will each bear $ 12.5 million.

The Company paid its portion of the settlement in January 2022.

The settlement also calls for a potential Supplemental Payment to Delaware up to a total of $ 25 million funded 50 percent by Chemours and 50 percent by Corteva and DuPont, jointly, under certain circumstances which are not deemed probable.

In April 2021, Chemours, Corteva and DuPont and certain of their respective Dutch entities, received a civil summons filed before the Court of Rotterdam, the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility.

The municipalities are seeking liability declarations relating to the Dordrecht site’s current and historical PFAS operations and emissions.

Beginning in April 2019, several dozen lawsuits involving water contamination arising from the use of PFAS-containing aqueous firefighting foams (“AFFF”) were filed against EID, Chemours, 3M and other AFFF manufacturers and in different parts of the country.

Most were consolidated in multi-district litigation docket in federal district court in South Carolina (the “SC MDL”).

Many of those cases also name DuPont as a defendant.

Those actions largely seek remediation of the alleged PFAS contamination in and around military bases and airports as well as medical monitoring of affected residents.

In September 2020, a complaint was filed in Missouri state court on behalf of a deceased firefighter against 3M, DuPont, Corteva, EID, Chemours and others.

The suit seeks damages for injuries and wrongful death of the plaintiff allegedly from his exposure to PFAS contained in AFFF.

This case has not been removed to the SC MDL.

As of December 31, 2020, approximately 820 personal injury cases have been filed directly in the SC MDL and assert claims on behalf of individual firefighters and others who allege that exposure to PFAS in firefighting foam caused them to develop cancer, including kidney and testicular cancer.

DuPont has been named as a defendant in most of these personal injury AFFF cases.

As of December 31, 2021, the SC MDL includes approximately 1,860 personal injury cases which assert claims on behalf of individual firefighters and others who allege that exposure to PFAS in firefighting foam caused them to develop cancer, including kidney and testicular cancer, or other injuries.

Many of these cases also name DuPont as a defendant due to claims that the 2015 Separation of Chemours constituted a fraudulent conveyance.

Three bellwether cases have been selected by the court, all of which are water district contamination cases.

DuPont is seeking the dismissal of DowDuPont and DuPont from these actions.

EID and the Company have never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containing products.

Additionally, a case filed by a former firefighter is pending in the Southern District of Ohio seeking certification of a nationwide class of individuals who have detectable levels of PFAS in their blood serum.

The suit was filed against 3M and several other defendants in addition to Chemours and EID.

The complaint specifically seeks, among other things, the creation of a “PFAS Science Panel” to study the effects of PFAS, but expressly states that the class does not seek compensatory damages for personal injuries.

In February 2020, the court denied the defendants' motion to transfer this case to the SC MDL.

The decision of whether to certify the class is currently pending before the court.

Other Actions

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

On December 18, 2020, Suez Water filed suits in both New York and New Jersey against EID, DuPont, DuPont Specialty Products USA, LLC, Corteva, and Chemours alleging contamination of its water systems due to the release of PFAS.

These lawsuits generally seek damages for the installation and implementation of drinking water treatment systems in addition to attorneys’ fees and costs, and include allegations of fraudulent transfer related to the Chemours Separation.

There are several actions that have been filed in New Jersey on behalf of residents who allege personal injuries due to exposure to PFAS.

These lawsuits generally seek compensatory and punitive damages stemming from those injuries and medical monitoring.

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

A putative class action was filed in the Northern District of New York on behalf of all individuals who, as of December 1, 2015, are or were owners of real property located in the Village of Hoosick Falls, New York and who obtain their drinking water from a privately owned well which has allegedly been contaminated by PFAS.

The plaintiffs seek compensatory and punitive damages as well as medical monitoring.

The certification of the class is currently pending before the court.

The Company has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containing products.

In addition the Company is a named party in various other legal matters that make claims related to PFAS, for which the costs of litigation and future liabilities, if any, are eligible PFAS costs under the MOU and Indemnification Losses under the Agreements.

These matters include various lawsuits filed by local water districts and private water companies in New Jersey and California generally alleging contamination of water systems.

There are various other legal matters against Chemours and EID in which the Company is not a named party that make claims related to PFAS.

The costs of litigation and future liabilities, if any, related to these matters are eligible PFAS costs under the MOU and Indemnification Losses under the Agreements.

These matters include various lawsuits filed by local water districts, private water companies, and individuals in New York, New Jersey, Ohio, North Carolina, Georgia, Alabama and California generally alleging contamination of water systems.

While Management believes it has appropriately estimated the liability associated with eligible PFAS costs and Indemnifiable Losses as of the date of this report, it is reasonably possible that the Company could incur additional eligible PFAS costs and Indemnifiable Losses in excess of the amounts accrued.

These additional costs could have a significant effect on the Company’s financial condition and/or cash flows in the period in which they occur;

however, costs qualifying as Qualified Spend are limited by the terms of the MOU.

Other Litigation Matters

In addition to the specific matters described above, the Company is party to other claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions.

In addition to the matters described above, the Company is party to claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions.

Certain of these actions may purport to be class actions and seek damages in very large amounts.

As of December 31, 2021, the Company has liabilities of $ 20 million associated with these other litigation matters.

It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company.

In accordance with its accounting policy for litigation matters, the Company will expense litigation defense costs as incurred, which could be significant to the Company’s financial condition and/or cash flows in the period.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies.

At December 31, 2020, the Company had accrued obligations of $ 80 million for probable environmental remediation and restoration costs, inclusive of $ 36 million retained and assumed following the DWDP Distributions and $ 44 million of indemnified liabilities.

At December 31, 2021, the Company had accrued obligations of $ 205 million for probable environmental remediation and restoration costs.

These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the Consolidated Balance Sheets.

This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to $ 170 million above the amount accrued at December 31, 2020.

Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows.

It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows.

Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration.

At December 31, 2019, the Company had accrued obligations of $ 77 million for probable environmental remediation and restoration costs.

Pursuant to the DWDP Separation and Distribution Agreement, the Company is required to indemnify certain clean-up responsibilities and associated remediation costs.

The accrued environmental obligations of $ 80 million as of December 31, 2020 includes amount for which the Company indemnifies Dow and Corteva.

At December 31, 2020, the Company has indemnified Dow and Corteva $ 8 million and $ 36 million, respectively.

Indemnifications

In connection with the ongoing divestitures and transactions, the Company has indemnified and has been indemnified by respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the respective transactions.

The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite.

At December 31, 2020, the indemnified assets were $ 90 million within "Accounts and notes receivable - net" and $ 124 million within "Deferred charges and other assets" and the indemnified liabilities were $ 157 million within "Accrued and other current liabilities" and $ 132 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

At December 31, 2019, the indemnified assets were $ 133 million within "Accounts and notes receivable - net" and $ 146 million within "Deferred charges and other assets" and the indemnified liabilities were $ 77 million within "Accrued and other current liabilities" and $ 97 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

Obligations for Equity Affiliates & Others

The Company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates and customers.

The accrued environmental obligations includes the following:

Environmental Accrued Obligations

In millions December 31, 2021 December 31, 2020 Potential exposure above the amount accrued 1

Environmental remediation liabilities not subject to indemnity $ 43 $ 36 $ 100

Environmental remediation indemnified liabilities:

Indemnifications related to Dow and Corteva 2

MOU related obligations (discussed above) 3

Total environmental related liabilities $ 205 $ 136 $ 230

The environmental accrual as of December 31, 2021 represents management’s best estimate of the costs for remediation and restoration with respect to environmental matters, although it is reasonably possible that the ultimate cost with respect to these particular matters could range above the amount accrued.

Pursuant to the DWDP Separation and Distribution Agreement, the Company is required to indemnify Dow and Corteva for certain Non-PFAS clean-up responsibilities and associated remediation costs.

The MOU related obligations are included in the Indemnified Liabilities Related to the MOU presented above.

In November 2021, Chemours received additional notices from the NC DEQ related to potential PFAS contamination of groundwater.

The Company is unable to reasonably estimate the potential impact on its indemnification liability due to the inherent uncertainties given the early stage of the process.

Obligations for Equity Affiliates

The Company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates.

At December 31, 2021 and December 31, 2020, the Company had directly guaranteed $ 170 million and $ 167 million, respectively, of such obligations.

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For counterparties without an external rating or available credit history, a cumulative average default rate is used.

In certain cases, the Company has recourse to assets held as collateral, as well as personal guarantees from customers.

In certain cases, the Company has recourse to assets held as collateral.

At December 31, 2021, no collateral was held by the Company.

The following table provides a summary of the final expiration year and maximum future payments for each type of guarantee:

The following table provides a summary of the final expiration year and maximum future payments:

Guarantees at December 31, 2021 Final Expiration Year Maximum Future Payments

Obligations for customers 1 :

Bank borrowings 2021 $ 22

Obligations for non-consolidated affiliates 1 :

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Total guarantees $ 170

Existing guarantees for select customers, as part of contractual agreements.

The terms of the guarantees are equivalent to the terms of the customer loans that are primarily made to finance customer invoices.

At December 31, 2020, all maximum future payments had terms less than a year.

Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.

NOTE 17 - LEASES

The Company has operating and finance leases for real estate, an airplane, railcars, fleet, certain machinery and equipment, and information technology assets.

The Company has operating leases for real estate, an airplane, railcars, fleet, certain machinery and equipment, and information technology assets.

The Company’s leases have remaining lease terms of approximately 1 year to 35 years.

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These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term.

The portion of residual value guarantees that are probable of payment is included in the related lease liability in the Consolidated Balance Sheet other than certain finance leases that include the maximum residual value guarantee amount in the measurement of the related liability given the election to use the package of practical expedients at the date of adoption of Leases (Topic 842).

The portion of residual value guarantees that are probable of payment is included in the related lease liability in the Consolidated Balance Sheet.

At December 31, 2021, the Company has future maximum payments for residual value guarantees in operating leases of $ 17 million with final expirations through 2026.

The Company's lease agreements do not contain any material restrictive covenants.

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

The components of lease cost for operating leases for the years ended December 31, 2021, 2020, and 2019 were as follows:

In millions 2021 2020 2019

Operating lease cost $ 116 $ 147 $ 139

Finance lease cost

Amortization of right-of-use assets 3 4

Interest on lease liabilities — —

Total finance lease cost $ 3 $ 4

Short-term lease cost 6 3 4

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Total lease cost $ 112 $ 173 $ 142

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

Supplemental cash flow information related to leases was as follows:

In millions December 31, 2020 December 31, 2019

In millions December 31, 2021 December 31, 2020 December 31, 2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 115 $ 145 $ 142

Financing cash flows from finance leases $ 1 $ 3

Gain on sale-leaseback transactions, net $ — $ — $ 17

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Total operating lease liabilities

Finance Leases

Property, plant, and equipment, gross

Accumulated depreciation

Property, plant, and equipment, net

Short-term borrowings and finance lease obligations $ — $ 1

Long-Term Debt 2 2

Total finance lease liabilities $ 2 $ 3

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

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As most of the Company’s leases do not provide the lessor’s implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments.

Lease Term and Discount Rate December 31, 2020 December 31, 2019

Lease Term and Discount Rate for Operating Leases December 31, 2021 December 31, 2020

Weighted-average remaining lease term (years) 8.66 5.83

Operating leases 7.33 7.18

Finance leases 4.25 4.52

Weighted average discount rate 2.02 % 2.26 %

Operating leases 2.77 % 3.28 %

Finance leases 3.42 % 3.35 %

Maturities of lease liabilities were as follows:

Maturity of Lease Liabilities at December 31, 2020 Operating Leases Finance Leases

2021 $ 186 $ 1

Maturity of Lease Liabilities at December 31, 2021 Operating Leases

2027 and thereafter 164

Total lease payments $ 527

Interest 167 1

Present value of lease liabilities $ 475

The Company has leases in which it is the lessor, with the largest being a result of the N&B transaction.

In connection with the N&B Transaction, DuPont entered into leasing arrangements with IFF, whereby DuPont is leasing certain properties, including office spaces and R&D laboratories to IFF.

These leases are classified as operating leases and lessor revenue and related expenses are not significant to the Company’s Consolidated Balance Sheet or Consolidated Statement of Operations.

Lease agreements where the Company is the lessor have final expirations through 2036.

As disclosed above, total lease revenue was $ 48 million for which the net profits recognized from these leases were approximately $ 8 million, both recorded in "Selling, general, and administrative expenses" and "Research and development expenses" for the year-ended December 31, 2021.

Contractual lease revenue for 2022 through 2026 are materially consistent with that of 2021.

NOTE 18 - STOCKHOLDERS' EQUITY

Share Repurchase Program

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

During the year ended December 31, 2020, the Company repurchased and retired 6.1 million shares for $ 232 million.

As of the year ended December 31, 2020, the Company had repurchased and retired 16.9 million shares under this program at a total cost of $ 982 million.

On June 1, 2019, the Company's Board of Directors approved a $ 2 billion share buyback program ("2019 Share Buyback Program"), which expired on June 1, 2021.

At the expiry of the 2019 Share Buyback Program, the Company had repurchased and retired a total of 29.9 million shares at a cost of $ 2 billion.

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

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

In February 2022, the Company's Board of Directors authorized an additional $ 1.0 billion share buyback program which expires on March 31, 2023, (the “2022 Share Buyback Program”).

The following table provides a reconciliation of DuPont Common Stock activity for the years ended December 31, 2021, 2020 and 2019:

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Repurchased — 20,416

( 48,234 ) ( 48,234 )

Balance at December 31, 2019 738,565 —

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Repurchased — 6,080

( 48,234 ) ( 48,234 )

Retired ( 6,080 ) ( 6,080 )

Balance at December 31, 2020 734,204 —

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

Includes 197 million shares of common stock that were exchanged and retired as part of the N&B Transaction.

Retained Earnings

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$ 630 $ 882 $ 1,611

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

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

Undistributed earnings of nonconsolidated affiliates included in retained earnings were $ 912 million at December 31, 2021 and $ 950 million at December 31, 2020.

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Balance at January 1, 2019 $ ( 51 ) $ ( 3,785 ) $ ( 8,476 ) $ ( 82 ) $ ( 12,394 )

$ 17 $ ( 1,935 ) $ ( 6,923 ) $ ( 111 ) $ ( 8,952 )

Other comprehensive income (loss) before reclassifications

68 ( 446 ) ( 206 ) ( 43 ) ( 627 )

Amounts reclassified from accumulated other comprehensive income (loss)

7 ( 4 ) 460 66 529

Net other comprehensive income (loss) $ ( 67 ) ( 1,743 ) ( 626 ) 51 $ ( 2,385 )

Reclassification of stranded tax effects 2

$ ( 1 ) ( 107 ) ( 927 ) ( 22 ) $ ( 1,057 )

Balance at December 31, 2018 $ ( 51 ) $ ( 3,785 ) $ ( 8,476 ) $ ( 82 ) $ ( 12,394 )

Other comprehensive income (loss) before reclassifications

68 ( 446 ) ( 206 ) ( 43 ) ( 627 )

Amounts reclassified from accumulated other comprehensive income (loss)

( 1 ) ( 18 ) 141 ( 15 ) 107

Amounts reclassified from accumulated other comprehensive income ( 1 ) ( 18 ) 141 ( 15 ) 107

Net other comprehensive income (loss) $ 67 ( 464 ) ( 65 ) ( 58 ) $ ( 520 )

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Balance at December 31, 2020 $ — $ 470 $ ( 425 ) $ ( 1 ) $ 44

At January 1, 2018 the balance of "Unrealized gains (losses) on investments" was increased by $ 20 million to reflect the impact of adoption of ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10):

Recognition and Measurement of Financial Assets and Financial Liabilities, which was adopted in the first quarter of 2018.

Amounts reclassified to retained earnings as a result of the adoption of ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which was adopted April 1, 2018.

The ASU allowed a reclassification from AOCL to retained earnings for stranded tax effects resulting from The Act.

Other comprehensive (loss) income before reclassifications — ( 742 ) 422 56 ( 264 )

Amounts reclassified from accumulated other comprehensive income — — 3 — 3

Split-off of N&B reclassification adjustment — 184 73 1 258

Net other comprehensive (loss) income $ — $ ( 558 ) $ 498 $ 57 $ ( 3 )

Balance at December 31, 2021 $ — $ ( 88 ) $ 73 $ 56 $ 41

The tax effects on the net activity related to each component of other comprehensive income (loss) for the years ended December 31, 2021, 2020, and 2019 were as follows:

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Reclassifications Out of Accumulated Other Comprehensive Loss 2021 2020 2019 Income Classification

Unrealized (gains) losses on investments $ — $ ( 1 ) $ 9 See (1) below

Tax expense (benefit)

— — ( 2 ) See (2) below

Unrealized gains on investments $ — $ — $ ( 1 ) See (1) below

Unrealized (gains) losses on investments, after tax $ — $ — $ ( 1 )

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Pension and other post-employment benefit plans $ 111 $ 19 $ 174 See (1) below

3 ( 33 ) ( 139 ) See (2) below

Tax (benefit) expense ( 35 ) 3 ( 33 ) See (1) below

Pension and other post-employment benefit plans,

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Derivative Instruments $ 1 $ — $ ( 18 ) See (1) below

Tax expense (benefit)

— 3 ( 17 ) See (2) below

Tax expense — — 3 See (1) below

Derivative Instruments, after tax $ 1 $ — $ ( 15 )

Total reclassifications for the period, after tax $ 261 $ 22 $ 107

"Net sales" and "Sundry income (expense) - net."

"Provision for income taxes on continuing operations."

"Sundry income (expense) - net."

These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other post-employment benefit plans.

See Note 19 for additional information.

"Cost of sales," "Sundry income (expense) - net" and "Interest expense."

NOTE 18 - NONCONTROLLING INTERESTS

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

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

Noncontrolling Interests

2020 2019 2018

Balance at beginning of period $ 569 $ 1,608 $ 1,597

Net income attributable to noncontrolling interests 28 102 155

Distributions to noncontrolling interests 1

( 50 ) ( 27 ) ( 168 )

Noncontrolling interests from DWDP Merger — — 61

Cumulative translation adjustments — 12 ( 39 )

Spin-off of Dow and Corteva — ( 1,124 ) —

Other 19 ( 2 ) 2

Balance at end of period $ 566 $ 569 $ 1,608

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

The activity for the year ended December 31, 2021 is classified almost entirely within "Income (loss) from discontinued operations, net of tax" as part of the N&B Transaction, with a portion classified within and "Sundry income (expense) - net" as part of continuing operations.

The activity for the years ended December 31, 2020 and 2019 is classified within the "Income (loss) from discontinued operations, net of tax ", "Sundry income (expense) - net", "Net sales", "Cost of sales", and "Provision for income taxes on continuing operations" lines.

NOTE 19 - PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS

TDCC and EID did not merge their defined benefit pension and other post-employment benefit ("OPEB") plans as a result of the DWDP Merger.

In connection with the DWDP Distributions, the TDCC U.S.

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The Company also retained an immaterial portion of the non-qualified US pension liabilities and other post-employment benefit plans relating to EID US benefit plans.

The significant defined benefit pension and OPEB plans of EID and EID are summarized below.

The significant defined benefit pension and OPEB plans of TDCC and EID are summarized below.

Unless otherwise noted, all values within this footnote are inclusive of balances and activity associated with discontinued operations.

Defined Benefit Pension Plans

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Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded.

During 2020, the Company contributed $ 98 million to its pension plans.

DuPont expects to contribute approximately $ 100 million to its pension plans in 2021.

During 2021, the Company contributed $ 88 million to its benefit plans.

DuPont expects to contribute approximately $ 90 million to its benefit plans in 2022.

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

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Rate of compensation increase 3.15 % 3.09 % 3.15 % 3.11 % 3.42 %

3.09 % 3.14 % 3.11 % 3.42 % 3.95 %

Expected return on plan assets 2

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

The December 31, 2018 rate did not include EID's U.S.

pension plans as employees of these plans no longer accrued additional benefits for future service and eligible compensation.

The decrease in expected return on assets between 2020 and 2019 is due to de-risking of DuPont's two largest country plans within the United Kingdom and Switzerland.

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What changed 10-K

Item 9A. Controls and Procedures