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Item 9A. Controls and Procedures

2023-02-15 compared with 2022-02-11 · 635 added, 881 removed, 1860 unchanged (45% of the section changed)

7 unchanged sentences

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, 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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

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

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

In connection with the M&M Divestiture, there were several processes, policies, operations, technologies and information systems, each along with underlying data relevant to the M&M Divestiture, that were transferred or separated.

Through the quarter ended December 31, 2022, the Company continued to take steps to ensure that adequate controls were designed and maintained throughout this transition period.

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, 2022 (see page F-2).

56 unchanged sentences

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.

Sixth Amended and Restated Bylaws 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 October 20, 2022.

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.

DuPont de Nemours, Inc.

2020 Equity and Incentive Plan, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc.

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

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

1 unchanged sentence

Current Report on Form 8-K filed January 22, 2021.

Agreement and Plan of Merger, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc.

and Neptune Merger Sub I Inc.

incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed December 18, 2019.

Separation and Distribution Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc.

and International Flavors & Fragrances Inc.

incorporated by reference to Exhibit 2.2 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed December 18, 2019.

Amendment No.

1 dated January 22, 2021 to that certain Separation and Distribution Agreement dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc.

and International Flavors & Fragrances Inc.and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed January 25, 2021.

Amendment No.

2 dated February 1, 2021 to that certain Separation and Distribution Agreement dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc.

and Neptune Merger Sub II LLC, incorporated by reference to Exhibit 2.4 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed February 4, 2021.

Employee Matters Agreement, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc.

and International Flavors & Fragrances Inc.

incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed December 18, 2019.

Amendment No.

1 dated January 22, 2021 to that certain Employee Matters Agreement, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc.

and International Flavors & Fragrances Inc.

incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed January 25, 2021.

Tax Matters Agreement dated February 1, 2021, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc.

13 unchanged sentences

Current Report on Form 8-K filed April 2, 2019.

Employee Matters Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc.

and Corteva, Inc.

incorporated by reference to Exhibit 10.2 to the DowDuPont Inc.

Current Report on Form 8-K filed April 2, 2019.

Intellectual Property Cross-License Agreement, effective as of April 1, 2019, by and among DowDuPont Inc.

1 unchanged sentence

Current Report on Form 8-K filed April 2, 2019.

Intellectual Property Cross-License Agreement, effective as of April 1, 2019, by and among Dow Inc.

and Corteva, Inc., incorporated by reference to Exhibit 10.4 to the DowDuPont Inc.

Current Report on Form 8-K filed April 2, 2019.

Intellectual Property Cross-License Agreement, effective as of June 1, 2019, by and among DuPont de Nemours, Inc.

and Corteva, Inc., incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc.

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

Letter Agreement, effective as of June 1, 2019 by and between DuPont de Nemours, Inc.

4 unchanged sentences

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

Transaction Agreement by and among DuPont de Nemours, Inc., DuPont E&I Holding, Inc.

and Celanese Corporation, dated February 17, 2022**†, incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed February 22, 2022.

DuPont de Nemours, Inc.

2020 Equity and Incentive Plan, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc.

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

DuPont Senior Executive Severance Plan, effective as of June 1, 2019, incorporated by reference to Exhibit 10.4 to the DuPont de Nemours, Inc.

16 unchanged sentences

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

Employment Letter Agreement by and between DuPont de Nemours, Inc.

and Edward D.

Breen, dated as of February 6, 2023, incorporated by reference to Exhibit 10.1 to DuPont de Nemours, Inc.

Current Report on Form 8-K filed February 7, 2023.

Subsidiaries of the Registrant.

Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.

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

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

10 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith

**The Company has omitted certain schedules and other similar attachments to such agreement pursuant to Item 601(a)(5) of

Regulation S-K.

The Company will furnish a copy of such omitted documents to the SEC upon request.

†Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

FORM 10-K SUMMARY

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DU PONT Director February 15, 2023

/s/ KRISTINA M.

JOHNSON Director February 15, 2023

/s/ LUTHER C.

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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 (PCAOB ID 238 and 34 )

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020

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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 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.

Their reports are presented on the following pages.

The financial statements have been audited by the Company's independent registered public accounting firm, PricewaterhouseCoopers LLP.

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

Their report is presented on the following pages.

Management's Report on Internal Control over Financial Reporting

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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, 2022.

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, 2022, as stated in its report, which is presented on the following pages.

8 unchanged sentences

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

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”).

and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2022 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, 2022, 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, 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.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 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, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

We did not audit the financial statements of The Dow Chemical Company, which was a wholly owned subsidiary prior to the April 1, 2019 distribution discussed in Note 4, which statements reflect, for the period from January 1, 2019 to March 31, 2019, total net sales of $13,582 million (of which $1,334 million is included in continuing operations and $12,248 million is included in discontinued operations in the Company’s consolidated statement of operations) for the period then ended.

Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for The Dow Chemical Company for period from January 1, 2019 to March 31, 2019 is based solely on the report of the other auditors.

Change in Accounting Principle

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

Basis for Opinions

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Our audits also included performing such other procedures as we considered necessary in the circumstances.

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

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.

We believe that our audits provide a reasonable basis for our opinions.

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.

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 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;

Goodwill impairment analyses for Mobility & Materials Divestitures disposal groups and certain reporting units resulting from the segment realignment and certain annual goodwill impairment analyses

As described in Notes 4 and 14 to the consolidated financial statements, as of December 31, 2022 there was $16.7 billion of goodwill presented in the consolidated balance sheet and $0.4 billion of goodwill associated with the M&M Divestitures disposal group presented in assets of discontinued operations.

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

During the first quarter of 2022, in conjunction with the announcement of the divestiture of the majority of the historical Mobility & Materials (“M&M”) segment and the determination that certain historical M&M businesses (“M&M Divestitures disposal groups”) met the criteria to be classified as held-for-sale and presented as discontinued operations, the Company realigned certain reporting units previously reported within the historical M&M segment to Corporate & Other.

This announcement and the related realignment served as triggering events requiring management to perform impairment analyses related to goodwill carried by the impacted reporting units as of the announcement.

As part of the announcement and segment realignment, management assessed and re-aligned certain reporting units and M&M Divestitures disposal groups, including a reallocation of goodwill on a relative fair value basis, as applicable, to the newly identified reporting units and M&M Divestitures disposal groups.

Goodwill impairment analyses were then performed for the M&M Divestitures disposal groups and new reporting units reported within the Corporate & Other segment.

No impairments were identified as a result of the interim or annual impairment analyses described above.

Fair value of the reporting units and the M&M Divestitures disposal groups were estimated using a combination of an income approach and/or market approach.

Management’s assumptions in estimating fair value include projected revenue, gross margins, selling, administrative, research and development expenses (“SARD”), capital expenditures, the weighted average costs of capital, the terminal growth rates, and the forecasted tax rate for the income approach and projected Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and market multiples for the market approach.

The principal considerations for our determination that performing procedures relating to the goodwill impairment analyses for M&M Divestitures disposal groups and certain reporting units resulting from the announcement and segment realignment and certain annual goodwill impairment analyses is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the M&M Divestitures disposal groups and certain 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, SARD, capital expenditures, the weighted average costs of capital, the terminal growth rates, the forecasted tax rate, projected EBITDA, and market multiples;

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;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment analyses, including controls over the valuation of the M&M Divestitures disposal groups and certain reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate for the M&M Divestitures disposal groups and certain reporting units resulting from the announcement and segment realignment and certain annual goodwill impairment analyses;

(ii) evaluating the appropriateness of the income and market approaches;

(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 (iv) evaluating the reasonableness of the significant assumptions used by management related to the projected revenue, gross margins, SARD, capital expenditures, the weighted average costs of capital, the terminal growth rates, the forecasted tax rate, projected EBITDA and market multiples, as applicable to the respective M&M Divestitures disposal groups and/or reporting units.

Evaluating the reasonableness of management’s significant assumptions related to projected revenue, gross margins, SARD, capital

expenditures, the forecasted tax rate, and projected EBITDA involved considering (i) the current economic conditions, recent operating results, and capital expenditures of M&M Divestitures disposal groups and certain reporting units;

(ii) the consistency with external market and industry 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 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;

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s income approach and/or market approach and the evaluation of the reasonableness of management’s significant assumptions related to the weighted average costs of capital, the terminal growth rates, and market multiples, as applicable.

Determination of the tax consequences of certain internal restructurings relating to the divestiture of the majority of the historical M&M business

As described in Note 8 to the consolidated financial statements, the Company completed certain internal restructurings in connection with the divestiture of the majority of the M&M historical business which resulted in estimated income tax impacts from a United States federal and state and foreign jurisdiction perspective.

During the year ended December 31, 2022, the Company recorded net income tax expense of $127 million related to the estimated tax impact of these internal restructurings from a United States and foreign jurisdiction perspective.

As disclosed by management, the determination of the estimated tax impacts required significant judgment by management regarding the application of tax laws and regulations.

Upon final resolution by the United States Internal Revenue Service or foreign tax authority through audit or litigation, the Company’s income tax calculations and related filing positions regarding certain elements of these transactions could be different, which could have a material impact on the Company.

The tax effect of these internal restructurings are included in the overall tax consequences of the M&M Divestiture.

The estimated tax impact of certain internal restructurings was calculated using valuations of components of legal entities and intellectual property, which involved the use of the income and/or market approach and assumptions, including, projected EBITDA, the weighted average costs of capital, royalty rates, capital expenditures, tax rate, and terminal growth rates for the income approach and projected EBITDA and market multiples for the market approach.

The principal considerations for our determination that performing procedures relating to the determination of the tax consequences of certain internal restructurings relating to the divestiture of the majority of the historical M&M business is a critical audit matter are (i) the significant judgments made by management regarding the application of tax laws and regulations in determining the tax consequences of certain internal restructurings and in estimating the fair value of certain components of legal entities and intellectual property utilized in the internal restructurings;

(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 restructurings, the reasonableness of management’s estimates of the fair value of certain components of legal entities and intellectual property utilized in the internal restructurings, and management’s significant assumptions related to projected EBITDA, the weighted average costs of capital, royalty rates, capital expenditures, tax rate, and terminal growth rates for the income approach and projected EBITDA and market multiples for the market approach;

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 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 included testing the effectiveness of controls relating to management’s determination of the tax consequences of certain internal restructurings relating to the divestiture of the majority of the historical M&M business, including controls relating to management’s estimates of the fair value of certain components of legal entities and intellectual property utilized in the internal restructurings.

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.

(ii) testing the information used in the calculation of the financial statement impact of the transactions, including testing management’s estimate of the fair value of certain components of legal entities and intellectual property utilized in the internal restructurings;

and (iii) evaluating the reasonableness of management’s significant assumptions related to projected EBITDA, the weighted average costs of capital, royalty rates, capital expenditures, tax rate and terminal growth rates for the income approach and projected EBITDA and market multiples for the market approach.

Evaluating the reasonableness of management’s significant assumptions related to projected EBITDA, capital expenditures, and tax rate involved considering (i) the current economic conditions and recent operating results of the components of the legal entities and intellectual property;

(ii) the consistency with external market and industry 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 (i) the transactions and certain assertions from management;

(ii) the application of relevant tax laws;

and (iii) the Company’s income and/or market approaches and the evaluation of the reasonableness of management’s significant assumptions related to the weighted average costs of capital, royalty rates, terminal growth rates, and market multiples.

/s/ PricewaterhouseCoopers LLP

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the consolidated balance sheet of The Dow Chemical Company and subsidiaries (the "Company") as of March 31, 2019, the related consolidated statements of income, comprehensive income, equity, and cash flows, for the three-month period ended March 31, 2019, and the related notes (collectively referred to as the "financial statements") (not presented herein).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019, and the results of its operations and its cash flows for the three-month period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

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

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

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

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting for the three-month period ended March 31, 2019.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

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

We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Midland, Michigan

February 14, 2020

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

DuPont de Nemours, Inc.

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Restructuring and asset related charges - net 155 50 814

Goodwill impairment charges — 3,214 242

Goodwill impairment charge — — 1,862

Acquisition, integration and separation costs 193 81 177

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Income (loss) from continuing operations before income taxes 1,448 1,444 ( 1,259 )

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

Provision for income taxes on continuing operations 387 237 90

Income (loss) from continuing operations, net of tax 1,061 1,207 ( 1,349 )

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Other comprehensive (loss) income, net of tax

Unrealized gains on investments — — 67

Cumulative translation adjustments ( 1,119 ) ( 755 ) 1,540

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Split-off of N&B — 258 —

Separation of M&M Divestiture 167 — —

Total other comprehensive (loss) income ( 850 ) ( 16 ) 1,460

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$ 3,662 $ 1,972

Marketable securities

Accounts and notes receivable - net 2,518 2,159

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Total current assets

11,270 14,303

Property, plant and equipment 10,179 9,895

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Current Liabilities

Short-term borrowings and finance lease obligations

Short-term borrowings $ 300 $ 150

Accounts payable

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Accumulated deficit ( 21,065 ) ( 23,187 )

Accumulated other comprehensive income 41 44

Accumulated other comprehensive (loss) income ( 791 ) 41

Total DuPont stockholders' equity

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Net periodic pension benefit (credit) cost ( 7 ) ( 1 ) 37

Pension contributions ( 85 ) ( 98 ) ( 697 )

Periodic benefit plan contributions ( 79 ) ( 85 ) ( 98 )

Net gain on sales and split-offs of assets, businesses and investments ( 5,103 ) ( 5,092 ) ( 642 )

Restructuring and asset related charges - net 155 57 849

Goodwill impairment charges — 3,214 1,175

Goodwill impairment charge — — 3,214

Inventory step-up amortization — 12 —

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Other investing activities, net 12 39 29

Cash used for investing activities ( 2,401 ) ( 202 ) ( 2,313 )

Cash provided by (used for) investing activities 8,923 ( 2,401 ) ( 202 )

Financing Activities

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

Proceeds from credit facility 600 — —

Repayment of credit facility ( 600 ) — —

Payments on long-term debt ( 2,500 ) ( 5,000 ) ( 2,031 )

Purchases of common stock ( 2,143 ) ( 232 ) ( 2,329 )

Purchases of common stock and forward contracts ( 4,375 ) ( 2,143 ) ( 232 )

Proceeds from issuance of Company stock 88 115 57

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Dividends paid to stockholders ( 652 ) ( 630 ) ( 882 )

Cash held by Dow and Corteva at the respective DWDP Distributions — — ( 7,315 )

Debt extinguishment costs — — ( 104 )

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

Cash transferred to IFF and subsequent adjustments ( 11 ) ( 153 ) —

Other financing activities, net ( 4 ) ( 29 ) ( 55 )

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Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 148 ) ( 72 ) 67

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

Increase (decrease) in cash, cash equivalents and restricted cash 1,696 ( 6,699 ) 7,198

Cash, cash equivalents and restricted cash from continuing operations, beginning of period 2,037 8,733 1,522

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Consolidated Statements of Equity

In millions Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comp (Loss) Income Unearned ESOP Treasury Stock Non-controlling Interests Total Equity

In millions Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comp (Loss) Income Treasury Stock Non-controlling Interests Total Equity

Balance at January 1, 2020 $ 7 $ 50,796 $ ( 8,400 ) $ ( 1,416 ) $ — $ 569 $ 41,556

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— — ( 3 ) — — — ( 3 )

— — 498 — — — 102 600

Other comprehensive (loss) income

— — — ( 520 ) — — 10 ( 510 )

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

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 interest — — — — — 84 84

Distributions to non-controlling interests — — — — — ( 41 ) ( 41 )

— — — — — — ( 50 ) ( 50 )

Purchases of treasury stock — — — — ( 2,143 ) — ( 2,143 )

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— — ( 2,143 ) — 2,143 — —

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

— 1 1 — — — 2

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— — ( 3,725 ) — 3,725 — —

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

Forward contracts for share repurchase — ( 650 ) — — — — ( 650 )

M&M Divestiture — — — — — ( 167 ) ( 167 )

— 3 ( 21 ) — — 1 ( 17 )

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At December 31, 2022 and 2021, the maximum exposure to loss related to the nonconsolidated VIEs is not considered material to the Consolidated Financial Statements.

Historic Transactions

DWDP Distributions

Effective August 31, 2017, E.

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On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva, Inc.

(“Corteva”) including Corteva’s subsidiary EID, (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”).

(“Corteva”) including Corteva’s subsidiary EID (subsequently renamed EIDP, Inc.

(n/k/a "EIDP")), (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”).

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

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

N&B Transaction

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.

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See Note 4 for more information.

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.

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, Corteva and N&B.

The results of operations of DuPont for the years ended December 31, 2021 and 2020 reflect the historical financial results of N&B as discontinued operations.

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

M&M Transaction

On November 1, 2022, DuPont completed the previously announced divestiture of the majority of its historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”), to Celanese Corporation (“Celanese”) for cash proceeds of $ 11.0 billion.

See Note 4 for more information.

The financial position of DuPont as of December 31, 2022 and 2021, present the businesses divested as part of the M&M Divestiture and to be divested as part of the divestiture of Delrin® (the "M&M Businesses") as discontinued operations.

The Delrin® business together with the M&M Businesses, referred to as the “M&M Divestitures”.

The results of operations for the years ended December 31, 2022, 2021 and 2020, present the financial results of the M&M Businesses as discontinued operations.

The cash flows and comprehensive income of the M&M Businesses have not been segregated and are included in the Consolidated Statements of Cash Flows and Consolidated Statements of Comprehensive Income, respectively, for all periods presented.

The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, previously reported within the historic Mobility & Materials segment, (the "Retained Businesses") are not included in the scope of the M&M Divestitures.

Effective with the signing of the Transaction Agreement, the Retained Businesses were realigned to Corporate & Other.

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

Use of Estimates in Financial Statement Preparation

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See Note 7 for further information.

Marketable Securities

Marketable securities represent investments in fixed and floating rate financial instruments with maturities greater than three months and up to twelve months at time of purchase.

Investments classified as held-to-maturity are recorded at amortized cost.

The carrying value approximates fair value due to the short-term nature of the investments.

Fair Value Measurements

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

Interest Rate Swap Agreements

The Company has entered into a fixed-to-floating interest rate swap agreement to hedge changes in the fair value of the Company’s long-term debt due to interest rate movements.

Under the terms of the agreement, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount.

The interest rate swaps are designated and carried as fair value hedges.

Fair value hedge accounting has been applied and thus, changes in the fair value of these swaps and changes in the fair value of the related hedged portion of long-term debt will be presented and will net to zero in Sundry income (expense) – net in the Consolidated Statements of Operations.

Net Foreign Investment Hedge

The Company has entered into fixed-for-fixed cross currency swaps which are designated as a net investment hedge and has made an accounting policy election to account for the net investment hedge using the spot method.

The Company has also elected to amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued.

The cross-currency swap is marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within "Accumulated other comprehensive loss" ("AOCL"), net of amounts associated with excluded components which are recognized in interest expense in the Consolidated Statements of Operations.

The Company's inventories are valued at the lower of cost or net realizable value.

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See Note 14 for further information on goodwill.

Indefinite-lived intangible assets are tested for impairment at least annually;

Indefinite-lived intangible assets are tested for impairment at least annually during the fourth quarter;

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

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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.

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

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

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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.

The Company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract, in accordance with ASC 842, Leases .

A contract contains a lease if there is an identified asset and the Company has the right to control the asset.

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Operating lease liabilities are included in " Accrued and other current liabilities " and " Other noncurrent obligations " on the Consolidated Balance Sheets.

Finance lease ROU assets are included in " Property, plant and equipment - net " and the corresponding lease liabilities are included in " Short-term borrowings and finance lease obligations " and " Long-term debt " on the Consolidated Balance Sheets.

Finance lease ROU assets are included in " Property, plant and equipment - net " and the corresponding lease liabilities are included in " Long-term debt " on the Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

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For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term.

The Company has leases in which it is the lessor, 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 revenue is recorded in "Selling, general, and administrative expenses" and "Research and development expenses".

See Note 17 for additional information regarding the Company's leases.

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Changes in the fair values of derivative instruments that are not designated as hedges are recorded in current period earnings.

For derivative instruments designated as cash flow hedges, the gain or loss is reported in "Accumulated other comprehensive loss" ("AOCL") until it is cleared to earnings during the same period in which the hedged item affects earnings.

For derivative instruments designated as cash flow hedges, the gain or loss is reported in AOCL until it is cleared to earnings during the same period in which the hedged item affects earnings.

In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the maturation of the hedged transaction, the net gain or loss in AOCL generally remains in AOCL until the item that was hedged affects earnings.

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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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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.

(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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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.

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

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Accounting Guidance Issued But Not Adopted at December 31, 2022

In September 2022, the FASB issued Accounting Standards Update No.

2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") to enhance transparency about the use of supplier finance programs.

The new guidance requires that a buyer in a supplier finance program provides additional qualitative and quantitative disclosures about its program including the nature of the program, activity during the period, changes from period to period, and the potential magnitude of the program.

The amendments in ASU 2022-04 are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the amendment on rollforward information which is effective prospectively for fiscal years beginning after December 15, 2023.

The Company expects to implement the new disclosures, other than the rollforward information, as required during the first interim period for the year-ended December 31, 2023.

The disclosures around rollforward information will be implemented as required for the year-ended December 31, 2024.

The Company expects the new guidance will not have a significant impact on the Notes to our Consolidated Financial Statements.

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

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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.

The Company will implement the guidance as required during the first interim period for the year-ended December 31, 2023;

however, the Company does not currently having any pending acquisitions.

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.

Terminated Intended Rogers Corporation Acquisition

On November 1, 2022, the Company announced the termination of the previously announced agreement to acquire all the outstanding shares of Rogers Corporation (“Rogers”) for about $ 5.2 billion, as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers Corporation Acquisition").

DuPont paid Rogers a termination fee of $ 162.5 million in accordance with the agreement on November 2, 2022.

The termination fee was recognized as a charge in the fourth quarter of 2022 and recorded in the "Acquisition, integration and separation costs" within the Consolidated Statements of Operations.

Laird Performance Materials Acquisition

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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 is reported within the Interconnect Solutions business of the Electronics & Industrial segment.

In 2021, 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.

There were no material updates to the purchase accounting and the purchase price allocation is considered final.

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

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

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

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

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

Property, plant and equipment

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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 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.

The excess of the consideration for Laird PM over the net fair value of assets acquired and liabilities assumed resulted in the 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.

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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.

Acquisition, Integration and Separation Costs

For the year ended December 31, 2022, these costs were primarily related to costs associated with the Terminated Intended Rogers Acquisition, including the $ 162.5 million termination fee, the divestiture of the Biomaterials business unit and the prior year acquisition of Laird PM.

For the year ended December 31, 2021 these costs were primarily related to the acquisition of Laird PM and the divestitures of the Biomaterials, Clean Technologies and Solamet® business units.

Comparatively, for the year ended December 31, 2020 these costs were primarily associated with the post-DWDP Merger integration.

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

In millions 2022 2021 2020

Acquisition, integration and separation costs $ 193 $ 81 $ 177

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.

Mobility & Materials Divestitures

On November 1, 2022, (the "Transaction Date") DuPont completed the previously announced divestiture of the majority of the historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”).

The Company had previously entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") on February 17, 2022, for consideration of $ 11.0 billion.

Cash received on the Transaction Date, as adjusted for preliminary and other adjustments, was $ 11.0 billion.

These adjustments include approximately $ 0.5 billion of cash transferred with the M&M Divestiture business for which DuPont was reimbursed at closing resulting in net proceeds of $ 10.5 billion.

The Company recognized a gain of approximately $ 5,024 million after tax on the M&M Divestiture.

The gain is recorded in "Income (loss) from discontinued operations, net of tax" in the Company's Consolidated Statement Operations for the year ended December 31, 2022.

The Company also announced on February 18, 2022, that its Board of Directors approved the divestiture of the Delrin® acetal homopolymer (H-POM) business, subject to entry into a definitive agreement and satisfaction of customary closing conditions, (the Delrin® business together with the M&M Divestiture businesses, the "M&M Businesses”).

As of December 31, 2022, the Company anticipates a closing date for the sale of Delrin® by the end of 2023.

The Company determined that the M&M Businesses met the criteria to be classified as held for sale and that the sale represents a strategic shift that has a major effect on the Company’s operations and results.

The results of operations of the M&M Businesses are presented as discontinued operations as summarized below for all periods.

The M&M Divestiture is reflected through the Transaction Date and the intended Delrin® divestiture is through December 31, 2022:

For the Year Ended December 31,

In millions 2022 2021 2020

Net sales $ 3,532 $ 4,087 $ 3,210

Cost of sales 2,712 2,832 2,445

Research and development expenses 46 61 60

Selling, general and administrative expenses 127 253 209

Amortization of intangibles 28 159 154

Restructuring and asset related charges - net — 5 31

Goodwill impairment charge — — 1,352

Acquisition, integration and separation costs 555 52 —

Equity in earnings of nonconsolidated affiliates ( 9 ) 9 19

Sundry income (expense) - net 4 18 35

Income (loss) from discontinued operations before income taxes 59 752 ( 987 )

Provision for income taxes on discontinued operations 128 155 70

(Loss) income from discontinued operations, net of tax ( 69 ) 597 ( 1,057 )

Net (loss) income from discontinued operations attributable to noncontrolling interests ( 4 ) 18 12

Gain on sale, net of tax $ 5,024 $ — $ —

Income (loss) from discontinued operations attributable to DuPont stockholders, net of tax $ 4,959 $ 579 $ ( 1,069 )

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

For the Year Ended December 31,

In millions 2022 2021 2020

Depreciation and amortization $ 45 $ 283 $ 287

Capital expenditures 1

$ 87 $ 65 $ 101

Total capital expenditures are presented on a cash basis.

Assets and liabilities held for sale as of December 31, 2022, represent only those related to Delrin®, comparatively, at December 31, 2021, the assets and liabilities are related to the M&M Businesses.

The following table summarizes the major classes of assets and liabilities of the M&M Businesses classified as held for sale presented as discontinued operations as of December 31, 2022 and December 31, 2021:

In millions December 31, 2022 December 31, 2021

Cash and cash equivalents $ — $ 39

Accounts and notes receivable - net 75 552

Inventories 104 776

Other current assets 6 59

Property, plant and equipment - net 256 1,213

Goodwill 405 2,597

Other intangible assets 338 2,220

Investments and noncurrent receivables — 62

Deferred income tax assets 36 27

Deferred charges and other assets 71 119

Total assets of discontinued operations $ 1,291 $ 7,664

Accounts payable $ 78 $ 510

Income taxes payable — 77

Accrued and other current liabilities 8 157

Deferred income tax liabilities 53 515

Pension and other post employment benefits - noncurrent 5 90

Other noncurrent liabilities 2 64

Total liabilities of discontinued operations $ 146 $ 1,413

During the first quarter of 2022 after meeting the criteria to be classified as held for sale, the Company performed impairment analyses and allocated goodwill to the M&M Divestiture and Delrin® disposal groups and no impairments were identified.

Refer to Note 14 for additional information.

During each reporting period that the M&M Divestiture and Delrin® disposal groups were classified as held for sale, the Company assessed whether the fair value less cost to sell were less than the carrying value of each disposal group.

The Company determined that the fair value less cost to sell of the Delrin® disposal unit was greater than its carrying value at December 31, 2022.

Pursuant to the Transaction Agreement, liabilities and assets related to the M&M Divestiture could not be directly assumed by Celanese and as a result, transferred by way of indemnification between both parties.

In addition, pursuant to the Transaction Agreement, DuPont indemnifies Celanese against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the transaction.

At December 31, 2022 the indemnified assets are $ 52 million within "Accounts and notes receivable, net" with the corresponding liabilities of $ 73 million within "Accrued and other current liabilities and $ 47 million within "Other noncurrent obligations".

N&B Transaction

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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.

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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.

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.

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Restructuring and asset related charges - net 1 4

Goodwill impairment charges — — 933

Integration and separation costs 172 417

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Capital expenditures $ 27 $ 234

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").

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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 N&B Transaction, effective December 15, 2019, the Company entered into the following agreements:

N&B Separation and Distribution Agreement, N&B Merger Agreement, and N&B Employee Matters Agreement.

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.

N&B IP Cross-License Agreement and N&B Tax Matters Agreement.

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.

The Company recorded income from discontinued operations, net of tax of $ 4,856 million and $ 5,308 million for the years ended December 31, 2022 and 2021, respectively, and a loss from discontinued operations of $ 1,574 million for the year ended December 31, 2020.

Discontinued operations activity consists of the following:

For the Year Ended December 31,

In millions 2022 2021 2020

M&M Divestitures $ 4,959 $ 579 $ ( 1,069 )

N&B Transaction — 4,810 ( 468 )

( 103 ) ( 81 ) ( 37 )

Income (loss) from discontinued operations, net of tax $ 4,856 $ 5,308 $ ( 1,574 )

Primarily related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company.

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

In May 2022, the Company completed the sale of its Biomaterials business unit, which included the Company's equity method investment in DuPont Tate & Lyle Bio Products, to the Huafon Group.

Total consideration received related to the sale was approximately $ 240 million.

For the year ended December 31, 2022, a pre-tax gain of $ 26 million ($ 21 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

The results of operations of the Biomaterials business unit are reported in Corporate & Other.

The following table summarizes the carrying value of the major assets and liabilities of the Biomaterials business unit as of December 31, 2021:

In millions December 31, 2021

Accounts and notes receivable - net $ 27

Inventories 48

Other current assets — 35

Investments and noncurrent receivables 158

Property, plant and equipment - net 12

Goodwill — 267

Other intangible assets — 168

Deferred charges and other assets — 4

Assets held for sale $ 245

Accounts payable $ 21

Income taxes payable — 1

Accrued and other current liabilities 3

Deferred income tax liabilities — 30

Pension and other post-employment benefits - noncurrent — 1

Other noncurrent obligations 1

Liabilities related to assets held for sale $ 25

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.

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

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.

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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.

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

Total consideration received related to the sale of the business was 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.

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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 Company also received approximately $ 58 million in both the third quarter of 2022 and 2021 and will receive an additional $ 59 million in the next year 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.

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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

In connection with the Dow Distribution and the Corteva Distribution, the Company entered into certain agreements that, among other things, effected the separations, provides for the allocation of assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among DuPont, Dow, and Corteva (together, the “Parties” and each a “Party”), and provides a framework for DuPont’s relationship with Dow and Corteva following the DWDP Distributions.

Effective April 1, 2019, the Parties entered into the following agreements referred to herein as:

the DWDP Separation and Distribution Agreement;

the DWDP Tax Matters Agreement;

the DWDP Employee Matters Agreement;

and the Intellectual Property Cross-License Agreement (the “DuPont-Dow IP Cross-License Agreement”).

In addition to the agreements above, DuPont has entered into certain various supply agreements with Dow.

These agreements provide for different pricing than the historical intercompany and intracompany practices prior to the DWDP Distributions.

Effective June 1, 2019, in connection with the Corteva Distribution, DuPont and Corteva entered into the following agreements:

the Intellectual Property Cross-License Agreement (the “DuPont-Corteva IP Cross-License Agreement”);

the Letter Agreement;

and the Amended and Restated DWDP Tax Matters Agreement.

Certain internal distributions and reorganizations, and the distributions of Dow on April 1, 2019, and of Corteva on June 1, 2019, qualified as tax-free transactions under the applicable sections of the Internal Revenue Code.

If the completed distribution of Corteva or Dow, in each case, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S.

federal income tax purposes, then the Company could be subject, under the DWDP Tax Matters Agreement, to significant tax and indemnification liability.

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

In connection with the DWDP Distributions, Dow and Corteva indemnify the Company against, and DuPont indemnifies Dow and Corteva against certain litigation, environmental, income taxes, and other liabilities that arose prior to the DWDP Distributions, as applicable.

The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments.

Refer to Note 16 for additional information regarding treatment of litigation and environmental related matters under the DWDP Separation and Distribution Agreement and the Letter Agreement.

Materials Science Division

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

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

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

In millions 2019

Net sales $ 10,867

Cost of sales 8,917

Research and development expenses 163

Selling, general and administrative expenses 329

Amortization of intangibles 116

Restructuring and asset related charges - net 157

Integration and separation costs 44

Equity in earnings of nonconsolidated affiliates ( 13 )

Sundry income (expense) - net 48

Interest expense 240

Income from discontinued operations before income taxes 936

Provision for income taxes on discontinued operations 207

Income from discontinued operations, net of tax 729

Income from discontinued operations attributable to noncontrolling interests, net of tax 37

Income from discontinued operations attributable to DuPont stockholders, net of tax $ 692

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

In millions 2019

Depreciation and amortization $ 744

Capital expenditures $ 597

Agriculture Division

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

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

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

In millions 2019

Net sales $ 7,144

Cost of sales 4,218

Research and development expenses 470

Selling, general and administrative expenses 1,294

Amortization of intangibles 176

Restructuring and asset related charges - net 117

Integration and separation costs 430

Equity in earnings of nonconsolidated affiliates ( 4 )

Sundry income (expense) - net 40

Interest expense 91

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 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:

In millions 2019

Depreciation and amortization $ 385

Capital expenditures $ 383

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

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

NOTE 5 - REVENUE

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

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.

Net Trade Revenue by Segment and Business or Major Product Line 2022 2021 2020

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Water & Protection $ 5,957 $ 5,552 $ 4,993

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

Retained Businesses 1

$ 1,067 $ 958 $ 795

Corporate & Other $ 1,143 $ 1,460 $ 1,461

Total $ 13,017 $ 12,566 $ 11,128

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

Net sales reflected in Retained Businesses includes the Auto Adhesives & Fluids, Multibase TM and Tedlar® businesses.

Net sales reflected in Other include activity of certain divested businesses including Biomaterials, Clean Technologies and Solamet®.

Contract Balances

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The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.

Revenue recognized for the years ended December 31, 2021 and 2020 from amounts included in contract liabilities at the beginning of the period was $ 33 million and $ 31 million, respectively.

The amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was insignificant.

Revenue recognized for the years ended December 31, 2022 and 2021 from amounts included in contract liabilities at the beginning of the period was insignificant.

The Company did not recognize any asset impairment charges related to contract assets during the period.

Contract Balances December 31, 2022 December 31, 2021

Accounts and notes receivable - trade 1

Accounts receivable - trade 1

$ 1,593 $ 1,643

Deferred revenue - current 2

Deferred revenue - noncurrent 3

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

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

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

Noncurrent deferred revenue balances in the current and comparative periods were not material.

NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

The Company records restructuring liabilities that represent nonrecurring charges in connection with simplifying certain organizational structures and operations, including operations related to transformational projects such as divestitures and acquisitions.

Charges for restructuring programs and asset related charges, which includes asset impairments, were $ 155 million, $ 50 million and $ 814 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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Restructuring activity consists of the following programs:

2022 Restructuring Program

In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational structures following the M&M Divestitures (the "2022 Restructuring Program").

For the year ended December 31, 2022, DuPont recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $ 61 million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of $ 61 million of severance and related benefit costs.

At December 31, 2022, total liabilities related to the 2022 Restructuring Program were $ 57 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheet.

The Company expects the program to be substantially complete by the end of 2023.

The following table summarizes the charges incurred by segment related to the 2022 Restructuring Program:

2022 Restructuring Program Charges by Segment 2022

Electronics & Industrial $ 23

Water & Protection 16

Corporate & Other 22

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 Company recorded pre-tax restructuring charges of $ 46 million inception-to-date, consisting of severance and related benefit costs of $ 26 million and asset related charges of $ 20 million.

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

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Water & Protection 1 32

Mobility & Materials 2

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

Corporate & Other ( 3 ) 9

Total $ — $ 46

At December 31, 2022 and 2021, total liabilities related to the 2021 Restructuring Actions were $ 7 million and $ 25 million, respectively, for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheet.

Actions related to the 2021 Restructuring Program are substantially complete.

2020 Restructuring Program

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

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

In millions 2021 2020

Severance and related benefit costs $ 10 $ 118

Asset related charges 2 50

Total restructuring and asset related charges - net $ 12 $ 168

The Company recorded pre-tax restructuring charges of $ 158 million inception-to-date, consisting of severance and related benefit costs of $ 106 million and asset related charges of $ 52 million.

2020 Restructuring Program Charges by Segment 2022 2021 2020

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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

Charges against the reserve — ( 2 ) ( 2 )

Cash payments ( 57 ) — ( 57 )

Reserve balance at December 31, 2021 $ 15 $ — $ 15

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.

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

In millions 2021 2020 2019

Severance and related benefit costs $ 1 $ 5 $ 92

Asset related charges — — 27

Total restructuring and asset related charges - net $ 1 $ 5 $ 119

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

Electronics & Industrial $ — $ ( 3 ) $ 47

Water & Protection — ( 14 ) 25

Mobility & Materials — ( 7 ) 19

Corporate & Other 1 5 83

Total $ — $ 8 $ 150

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.

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 (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.

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.

Actions related to the Synergy Program were substantially complete.

Total liabilities related to the 2020 Restructuring Program were $ 3 million and $ 11 million at December 31, 2022 and 2021, respectively, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

Actions related to the 2020 Restructuring Program are substantially complete.

Equity Method Investment Impairment Related Charges

In connection with the M&M Divestitures, in the first quarter of 2022 a portion of an equity method investment was reclassified to “Assets of discontinued operations” within the Consolidated Balance Sheet.

The reclassification served as a triggering event requiring the Company to perform an impairment analysis on the retained portion of the equity method investment held within “Investments and noncurrent receivables” on the Consolidated Balance Sheet.

The fair value of the retained equity method investment was estimated using a discounted cash flow model (a form of the income approach).

The Company's assumptions in estimating fair value utilize Level 3 inputs and include projected revenue, gross margins, EBITDA margins, the weighted average costs of capital, and terminal growth rates.

The Company determined the fair value of the retained 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, the Company concluded the impairment was other-than-temporary and, in March 2022, recorded a pre-tax impairment charge of $ 94 million ($ 65 million net of tax) in “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2022 related to the Electronics & Industrial segment.

No impairment was required to be recorded for the portion of the equity method investment included within “Assets of discontinued operations.”

Asset Impairments

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.

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) 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 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).

As a result, the Company recognized a pre-tax impairment charge of $ 318 million ($ 242 million net of tax) in Corporate & Other 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.

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 & Other which were deemed no longer recoverable as a result of the held for sale 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 Mobility & Materials 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.

See Note 14 for further discussion.

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.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures related to businesses held within Corporate & Other 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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In millions 2022 2021 2020

Non-operating pension and other post-employment benefit costs $ 52 $ 30 $ 72

Non-operating pension and other post-employment benefit ("OPEB") costs $ 28 $ 30 $ 12

Interest income 50 12 18

Net gain on divestiture and sales of other assets and investments 1, 2, 3

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

Foreign exchange gains (losses), net 15 ( 53 ) ( 54 )

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

( 11 ) 32 ( 24 )

Sundry income (expense) - net $ 191 $ 145 $ 632

The year ended December 31, 2022 primarily reflects income of $ 26 million related to the gain on sale of the Biomaterials business unit and income of $ 37 million related to the sale of a land use right within the Water & Protection 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.

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 & Other.

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, 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, 2022 includes $ 13 million related to government grants.

The year ended December 31, 2021 includes an impairment charge of approximately $ 15 million related to an asset 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 Water & Protection segment.

Cash, Cash Equivalents and Restricted Cash

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.

At December 31, 2022 and 2021, the Company had restricted cash of $ 103 million and $ 53 million, respectively, 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 related escrow account can be found in Note 16.

Accrued and Other 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.

"Accrued and other current liabilities" in the Consolidated Balance Sheets were $ 951 million at December 31, 2022 and $ 1,040 million at December 31, 2021.

Accrued payroll, which is a component of "Accrued and other current liabilities" was $ 291 million at December 31, 2022 and $ 436 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, 2022 and 2021.

NOTE 8 - INCOME TAXES

For periods between the DWDP Merger and the DWDP Distributions, DuPont's consolidated federal income tax group and consolidated tax return included the Dow and Corteva entities.

Generally, the consolidated tax liability of the DuPont U.S.

tax group for each year was apportioned among the members of the consolidated group in accordance with the terms of the Amended and Restated DWDP Tax Matters Agreement.

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

Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income Taxes 2022 2021 2020

(In millions)

Income (loss) from continuing operations before income taxes

(Loss) income from continuing operations before income taxes

Domestic $ ( 308 ) $ ( 293 ) $ ( 1,775 )

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Net income (loss) from continuing operations $ 1,061 $ 1,207 $ ( 1,349 )

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.

Pre-tax loss from continuing operations for the year ended December 31, 2020, includes non-deductible, non-cash goodwill impairment charges of $ 1,862 million impacting the businesses held in the Corporate & Other and Electronics & Industrials segments and a non-deductible goodwill allocation of $ 247 million in connection with the TCS/HSC Disposal.

Of these amounts, $ 1,596 million related to the U.S and the remaining $ 513 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 $ 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

4.3 1.4 113.1

Exchange gains/losses 2

0.4 ( 2.2 ) ( 0.2 )

Impact of Enactment of U.S.

State and local income taxes 0.2 ( 3.3 ) 2.9

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Effective tax rate 26.7 % 16.4 % ( 7.1 ) %

See Note 4 for additional information.

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.

Includes a net tax expense of $ 22 million and net tax benefits of $ 148 million related to internal entity restructuring for the years ended December 31, 2021 and 2020, 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 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 $ 28 million, $ 30 million and $ 5 million related to the foreign derived intangible income deduction for the years ended December 31, 2022, 2021 and 2020 respectively.

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Other accruals and reserves 139 121

Research and development 197 —

Inventory 18 11

Other – net 146 113

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Deferred tax liabilities:

Inventory 5 ( 14 )

Investments ( 290 ) ( 308 )

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Exchange (gain) loss ( 9 ) ( 14 ) 24

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

Divestiture of N&B — ( 64 ) —

Divestiture of M&M ( 26 ) — —

Total unrecognized tax benefits at December 31, 1

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State and local income tax 2011

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

Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $ 7,897 million at December 31, 2021.

Federal income tax jurisdiction is open back to 2012 with respect to EIDP pursuant to the DWDP Tax Matters Agreement.

Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $ 5,969 million as of December 31, 2022.

In addition to the U.S.

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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.

M&M Divestitures

The Company recorded a net tax expense of $ 127 million for the year ended December 31, 2022 in connection with certain internal restructurings.

These restructurings involve both legal entities within the M&M Businesses and legal entities retained by DuPont after the close of the M&M Divestiture to Celanese, and in certain instances relied upon legal entity valuations.

The aforementioned net tax expense is included in “Income from discontinued operations, net of tax” in the Consolidated Statements of Operations.

See Note 4 for additional information on the M&M Divestitures.

Laird PM Acquisition

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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.

For periods between the DWDP Merger and the DWDP Distributions, DuPont's consolidated federal income tax group and consolidated tax return included the Dow and Corteva entities.

Generally, the consolidated tax liability of the DuPont U.S.

tax group for each year was apportioned among the members of the consolidated group in accordance with the terms of the Amended and Restated DWDP Tax Matters Agreement.

NOTE 9 - EARNINGS PER SHARE CALCULATIONS

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Net income from continuing operations attributable to noncontrolling interests 53 30 16

Net income from continuing operations attributable to participating

Income (loss) from continuing operations attributable to common stockholders $ 1,008 $ 1,177 $ ( 1,365 )

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Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2

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

Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders.

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$ 1,567 $ 1,612

Notes receivable – trade 63 61

Income tax receivable 235 77

Total accounts and notes receivable - net $ 2,518 $ 2,159

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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, indemnification assets, and general sales tax and other taxes.

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

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

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

Accounts receivable are carried at amounts that approximate fair value.

NOTE 11 - INVENTORIES

1 unchanged sentence

Finished goods $ 1,299 $ 1,201

$ 1,706 $ 1,447

Work in process 522 446

2 unchanged sentences

Total inventories $ 2,329 $ 2,086

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

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

Investments in Nonconsolidated Affiliates at December 31, 2021 2020

Investments and other noncurrent receivables $ 879 $ 889

Accrued and other current liabilities ( 67 ) ( 71 )

Net investment in nonconsolidated affiliates $ 812 $ 818

The Company's net investment in nonconsolidated affiliates at December 31, 2022 and December 31, 2021 is $ 686 million and $ 818 million, respectively.

In the first quarter of 2022, the Company recorded an other-than-temporary impairment on an equity method investment.

See Note 6 for more information .

The Company's dividends received from nonconsolidated affiliates is shown in the following table:

Dividends Received from Nonconsolidated Affiliates 2022 2021 2020

Dividends from nonconsolidated affiliates $ 103 $ 98 $ 82

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, 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.

The Company had an ownership interest in six nonconsolidated affiliates, with ownership interest (direct and indirect) of 50 percent at December 31, 2022.

Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the years ended December 31, 2022, 2021 and 2020.

Purchases from nonconsolidated affiliates represented less than 3 percent of “Cost of sales” for the year ended December 31, 2022 and less than 4 percent and approximately 3 percent for the years ended December 31, 2021 and 2020, respectively.

In reference to the paragraph above, sales to nonconsolidated affiliates in 2020 were primarily related to the sale of trichlorosilane, a raw material used in the production of polycrystalline silicon, to the HSC Group.

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

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

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The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021.

Electronics & Industrial Water & Protection Mobility & Materials Corporate Total

Electronics & Industrial Water & Protection Corporate & Other Total

Balance at December 31, 2020 $ 8,458 $ 6,969 $ 613 $ 16,040

Acquisitions 1

Divestitures 1

1,213 — — 1,213

Impairments 2

( 834 ) — ( 1,664 ) ( 716 ) ( 3,214 )

Currency Translation Adjustment ( 88 ) ( 168 ) ( 16 ) ( 272 )

88 195 144 — 427

Measurement Period Adjustment — 10 — — 10

Balance at December 31, 2021 $ 9,583 $ 6,801 $ 597 $ 16,981

Acquisitions 3

1,213 — — — 1,213

Currency Translation Adjustment ( 186 ) ( 145 ) ( 5 ) ( 336 )

1 unchanged sentence

Balance at December 31, 2022 $ 9,397 $ 6,656 $ 610 $ 16,663

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 $ 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.

As a result of the related acquisition method of accounting in connection with the DWDP Merger, EIDP’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 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 Company’s significant assumptions in these analyses include projected revenue, gross margins, selling, administrative, research and development expenses (SARD), capital expenditures, the weighted average cost of capital, the terminal growth rates, and the forecasted tax rate for the income approach and projected EBITDA and derived multiples from comparable market transactions for the market approach.

The Company's estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies.

Should future cash flows differ materially from the Company's estimate, or should there be a future market downturn, the Company may be required to perform additional impairment analyses that could result in a non-cash goodwill impairment charge.

In the fourth quarter of 2022, the Company performed qualitative testing on five of its reporting units and performed quantitative testing on two of its reporting units and determined that no impairments existed.

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

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

No impairments were identified.

The estimated fair value of one of the reporting units within Water & Protection exceeded its carrying value by approximately 10 %.

As of the date of the quantitative assessment, the carrying amount of goodwill within this reporting unit was $ 5.4 billion.

Given this level of fair value, the reporting unit is sensitive to changes in the significant assumptions used in the analysis.

If the reporting unit does not perform to expected levels or there are adverse changes in certain macroeconomic factors, the related goodwill may be at risk for impairment in the future.

During the first quarter of 2022, in conjunction with the announcement of the M&M Divestitures, the Company realigned the Retained Businesses, previously within the historic Mobility & Materials segment, to Corporate & Other (the "2022 Realignment").

The announcement of the M&M Divestitures and 2022 Realignment served as triggering events requiring the Company to perform impairment analyses related to goodwill carried by the impacted reporting units as of March 1, 2022.

Goodwill impairment analyses were performed for reporting units impacted in the historic Mobility & Materials segment prior to the realignment, and no impairments were identified.

As part of the 2022 Realignment, the Company assessed and re-defined certain reporting units effective March 1, 2022, including a reallocation of goodwill on a relative fair value basis, as applicable, to the newly identified reporting units and M&M Divestitures disposal groups.

Goodwill impairment analyses were performed for the new reporting units reported within Corporate & Other and no impairments were identified.

The fair values of the reporting units and the M&M Divestitures disposal groups were estimated using a combination of a discounted cash flow model and/or market approach.

During the first quarter of 2021, the Company realigned segments and as a result assessed and re-defined certain reporting units, 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, 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 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 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 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.

The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies.

These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns.

Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates.

If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future periods.

The Company also uses the Guideline Public Company Method, a form of the market approach (utilizing Level 3 unobservable inputs), which is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses.

The selection of comparable businesses is based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography, and diversity of products and services.

When applicable, third party purchase offers may be utilized to measure fair value.

The Company applies a weighting to the market approach and income approach to determine the fair value.

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

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

The Company’s significant assumptions in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.

The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies.

These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns.

Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates.

If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future periods.

The Company also used the Guideline Public Company Method (a form of the market approach).

The significant assumptions used in this analysis include, but are not limited to, the derived multiples from comparable market transactions and other market data.

The selection of comparable businesses is based on the markets in which the reporting unit operates giving consideration to risk profiles, size, geography, and diversity of products and services.

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

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

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures 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 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 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.

These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns.

Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates.

If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future periods.

As referenced, the Company also uses a form of the market approach.

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

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

The Internal SP Distribution served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by its EID existing reporting units as of May 1, 2019.

Subsequent to the Corteva Distribution, on June 1, 2019, the Company realigned certain businesses resulting in changes to its management and reporting structure.

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 $ 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 $ 1,955 $ ( 913 ) $ 1,042 $ 2,374 $ ( 1,124 ) $ 1,250

$ 3,074 $ ( 1,346 ) $ 1,728 $ 2,752 $ ( 1,128 ) $ 1,624

Trademarks/tradenames

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Total $ 9,173 $ ( 3,678 ) $ 5,495 $ 10,222 $ ( 4,000 ) $ 6,222

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.

During fiscal year 2022, the Company retired fully amortized assets of $ 390 million of developed technology, $ 210 million of trademarks/tradenames, $ 121 million of customer-related intangible assets, and $ 53 million of other intangible assets.

As part of the 2022 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 historic Mobility & Materials segment as of March 1, 2022, prior to the realignment.

Subsequent to the realignment, impairment analyses were then performed for the intangible assets with indefinite lives reported in Corporate & Other.

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 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 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.

The key assumptions used in the calculation included projected revenue, royalty rates and discount rates.

These key assumptions involve management judgment and estimates relating to future operating performance and economic conditions that may differ from actual cash flows.

As a result of the testing, the Company recorded a pre-tax, non-cash indefinite-lived intangible asset impairment charge of $ 21 million ($ 16 million net of tax), which is reflected in "Restructuring and asset related charges - net," in the Consolidated Statements of Operations for the year ended December 31, 2020.

The remaining net book value of the tradenames attributable to the Mobility & Materials segment at December 31, 2020 was approximately $ 289 million, which represents fair value.

During the first quarter of 2021, the Company realigned certain segments that held intangible assets with indefinite lives, which served as a triggering event requiring the Company to perform an impairment analysis related to the intangible assets with indefinite lives impacted.

Impairment analyses were then performed, and no impairments were identified.

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

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Water & Protection 2,424 2,686

Mobility & Materials 2,327 2,541

Corporate & Other 95 107

Total $ 5,495 $ 6,222

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NOTE 15 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

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

Short-term borrowings and finance lease obligations December 31, 2021 December 31, 2020

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

Short-Term Borrowings December 31, 2022 December 31, 2021

(In millions)

Commercial paper 1

Long-term debt due within one year 300 —

Total short-term borrowings and finance lease obligations $ 150 $ 1

The weighted-average interest rate on commercial paper at December 31, 2021 was 0.34 percent.

Total short-term borrowings $ 300 $ 150

The weighted-average interest rate on commercial paper was 0.34 percent at December 31, 2021.

Long-Term Debt December 31, 2022 December 31, 2021

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Final maturity 2023 $ 300 5.72 % $ 2,800 3.89 %

$ 2,800 3.89 % $ 4,800 3.18 %

Final maturity 2025 1,850 4.49 % 1,850 4.49 %

Final maturity 2028 and thereafter 2

5,979 5.19 % 6,050 5.13 %

Other facilities:

Term loan due 2022 — — % 3,000 1.25 %

Finance lease obligations 1 2

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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.

Includes fair value hedging adjustment of $ 71 million related to the Company's interest rate swap agreements.

See Note 21 for additional information.

On November 18, 2022, the Company redeemed in full its fixed-rate long-term senior unsecured notes of $ 2.5 billion due 2023 at a redemption price equal to 100 % of the aggregate principal amount plus the accrued and unpaid interest.

The redemption was funded with the proceeds from the M&M Divestiture.

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

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Revolving Credit Facility, Five -year

May 2019 $ 3,000 $ 2,977 May 2024 Floating Rate

April 2022 $ 2,500 $ 2,488 April 2027 Floating Rate

364 -day Revolving Credit Facility

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Total Committed and Available Credit Facilities $ 3,500 $ 3,488

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 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.

In July 2022, the Company drew down $ 600 million under the 364 -day Revolving Credit Facility in order to facilitate certain intercompany internal restructuring steps related to the M&M Divestiture.

The Company repaid the borrowing in September 2022.

Terminated Intended Rogers Acquisition

In connection with the Terminated 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.

In October 2022, the facility was amended to extend the lending commitments (as amended the "Amended 2021 Term Loan Facility").

On November 1, 2022, the M&M Divestiture closed and therefore, based on the terms of the Amended 2021 Term Loan Facility, the commitment was terminated.

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 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 April 12, 2022, the Company entered into a new $ 2.5 billion five-year revolving credit facility (the "2022 Five-Year Revolving Credit Facility").

The 2022 Five-Year Revolving Credit Facility is generally expected to remain undrawn and serve as a backstop to the Company's commercial paper and letter of credit issuance.

On April 12, 2022, the Company entered into an updated $ 1 billion 364 -day revolving credit facility (the "2022 $ 1 B Revolving Credit Facility").

On February 1, 2021, the Company terminated its fully drawn $ 3 billion term loan facilities.

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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.

May 2020 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.

Uncommitted Credit Facilities and Outstanding Letters of Credit

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The 2018 Senior Notes also contain customary default provisions.

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 .

The Five-Year Revolving Credit Facility and the 2022 $ 1 B 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, 2022, the Company was in compliance with this financial covenant.

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At December 31, 2021, the Company has recorded indemnified 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.

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.

The Company’s accruals discussed below for indemnification liabilities related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company and to the DowDuPont ("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, 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.

On July 1, 2015, EIDP, a Corteva subsidiary since June 1, 2019, completed the separation of EIDP’s Performance Chemicals segment through the spin-off of Chemours to holders of EIDP common stock (the “Chemours Separation”).

On June 1, 2019, the Company completed the separation of its agriculture business through the spin-off of Corteva, Inc.

(“Corteva”), including Corteva’s subsidiary EIDP.

On January 22, 2021, the Company, Corteva, EIDP 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 EIDP 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.

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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 beginning and including 2022.

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.

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.

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.

DuPont's aggregate escrow deposits of $ 100 million and $ 50 million at December 31, 2022 and 2021, respectively, are reflected in "Restricted cash and cash equivalents" on the Consolidated Balance Sheet.

Under the Agreements, Divested Operations and Businesses ("DDOB") liabilities of EIDP 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 “EIDP 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.

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Thereafter, DuPont will bear 71 percent and Corteva will bear 29 percent of Indemnifiable Losses related to Non-PFAS Stray Liabilities.

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 EID Stray Liabilities.

In connection with the MOU and the Agreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:

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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.

As of December 31, 2022 and 2021, total indemnified liabilities accrued include $ 161 million and $ 112 million, respectively, 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").

In addition to the above, as of December 31, 2021, the Company had recognized 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.

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.

In 2004, EIDP settled a West Virginia state court class action, Leach v.

du Pont de Nemours and Company , which alleged that PFOA from EIDP’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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and diagnosed high cholesterol.

In 2017, Chemours and EID each paid $ 335 million to settle the multi-district litigation in the U.S.

In 2017, Chemours and EIDP each paid $ 335 million to settle the multi-district litigation in the U.S.

District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water.

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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.

On January 21, 2021, EIDP 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 EIDP 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.

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.

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, EIDP or Chemours.

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.

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.

As of December 31, 2022, there are various cases alleging damages due to PFAS which are discussed below.

Such actions often include additional claims based on allegations that the transfer by EIDP of certain PFAS liabilities to Chemours resulted in a fraudulent conveyance or voidable transaction.

Beginning in April 2019, several dozen lawsuits involving water contamination arising from the use of PFAS-containing aqueous firefighting foams (“AFFF”) were filed against EIDP, 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”).

Since then, the SC MDL has grown and contains approximately 3,400 cases.

Most of the actions in the SC MDL name DuPont as a defendant due to the fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.

Generally, the SC MDL contains multiple types of lawsuits including, but not limited to, approximately 3,100 personal injury cases, state attorneys general natural resource damages cases, and water provider contamination cases.

The court has selected City of Stuart, Florida v.

3M Company, et al.

as the first case to go to trial .

Trial is scheduled to take place on June 5, 2023.

The court has encouraged all parties to discuss resolution of the water provider category of cases, and on October 26, 2022 appointed a mediator to facilitate discussions among and between the parties.

Consistent with the court’s instruction and under the mutual obligations of the MOU, Chemours, Corteva/EIDP and DuPont, together, are engaged with Plaintiffs’ Counsel on these cases, including through the court-appointed mediator.

DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containing products.

There are also state attorneys general lawsuits against DuPont, outside of the SC MDL.

These also claim environmental contamination by certain PFAS compounds but distinct from AFFF.

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 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.

In July 2021, Chemours, Corteva (for itself and EIDP) 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.

Consistent with the MOU, Chemours bore 50 percent or $ 25 million of the $ 50 million settlement and Corteva and DuPont have each bore $ 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.

In April 2021, an historic DuPont Dutch subsidiary and the Dutch entities of Chemours and Corteva, 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”).

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.

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.

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.

In addition to the above matters, 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 lawsuits filed by water districts and private water companies in New Jersey and California generally alleging contamination of water systems.

There are pending cases that make claims related to PFAS that have been filed against Chemours and Corteva/EIDP in which the Company is not a named party, but for which the costs of litigation and future liabilities, if any, are or may be eligible PFAS costs under the MOU and Indemnification Losses under the Agreements.

While the Company believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses, including in connection with the court-ordered mediation in the SC MDL, 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;

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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.

In June of 2022, the EPA announced updated health advisories for various PFAS compounds in drinking water.

Chemours received notice from the NC DEQ that its obligations under the Consent Order could be enlarged as a result of EPA’s announcement.

In the second quarter of 2022, the Company recorded an incremental liability related to its indemnification obligations under the MOU.

The increase primarily relates to incremental costs associated with activities at Chemours' site in Fayetteville, North Carolina under the Consent Order with the NC DEQ.

The accrued environmental obligations includes the following:

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MOU related obligations (discussed above) 3

Other environmental indemnifications 1 — 2

Total environmental related liabilities $ 263 $ 205 $ 235

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.

The environmental accrual 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.

These amounts represent the maximum potential amount of future (undiscounted) payments that the Company could be required to make under the guarantees.

The Company would be required to perform on these guarantees in the event of default by the guaranteed party.

The Company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees.

These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default history for counterparties that do not have published credit ratings.

For counterparties without an external rating or available credit history, a cumulative average default rate is used.

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:

Guarantees at December 31, 2021 Final Expiration Year Maximum Future Payments

Obligations for non-consolidated affiliates 1 :

Bank borrowings 2022 170

Total guarantees $ 170

Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.

The MOU related obligations include the Company's estimate of its liability under the MOU for remediation activities based on the current regulatory environment.

NOTE 17 - LEASES

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Total lease cost $ 144 $ 137 $ 176

Supplemental cash flow information related to leases was as follows:

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

Gain on sale-leaseback transactions, net $ — $ — $ 17

Reflects income associated with subleases, not inclusive of all lessor arrangements disclosed below.

Operating cash flows from operating leases, excluding those related to the M&M Divestitures, were $ 109 million, $ 105 million, and $ 134 million for the year ended December 31, 2022, 2021 and 2020, respectively.

New operating lease assets and liabilities entered into during the year ended December 31, 2022 and 2021 were $ 131 million and $ 129 million, respectively.

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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.

In connection with the N&B Transaction and the M&M Divestiture, DuPont entered into leasing arrangements with IFF and Celanese, whereby DuPont is leasing certain properties, including office spaces and R&D laboratories.

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.

Total lease revenue was $ 58 million for which the net profits recognized from these leases were approximately $ 14 million, both recorded in " Selling, general, and administrative expenses" and "Research and development expenses" for the year-ended December 31, 2022.

Contractual lease revenue for 2023 through 2027 ranges from $ 70 million to $ 80 million annually.

NOTE 18 - STOCKHOLDERS' EQUITY

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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”).

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

In the first quarter of 2022, the Company purchased 5.1 million shares for approximately $ 375 million, effectively completing the program.

At the expiry of the 2021 Share Buyback Program, the Company had repurchased and retired a total of 19.6 million shares for $ 1.5 billion.

In February 2022, the Company's Board of Directors authorized a $ 1.0 billion share buyback program which expires on March 31, 2023, (the “2022 Share Buyback Program”).

As of September 30, 2022, the Company repurchased and retired a total of 11.9 million shares for $ 750 million under the 2022 Share Buyback Program.

In November 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $ 5 billion of common stock (the “$ 5 B Share Buyback Program", together with the 2022 Share Buyback Program, the "2022 Stock Repurchase Programs") in addition to the 250 million remaining under the Company’s existing share repurchase program.

The $ 5 B Share Buyback Program expires on June 30, 2024, unless extended or shortened by the Board of Directors.

In November 2022, DuPont entered into accelerated share repurchase ("ASR") agreements (the "2022 ASR Agreements") with each of three financial institutions (the "ASR Counterparties"), for the repurchase of an aggregate of approximately $ 3.25 billion of common stock with $ 250 million of such repurchases under the 2022 Share Buyback Program and the remaining $ 3 billion under the $ 5 B Share Buyback Program.

Pursuant to the terms of the 2022 ASR Agreement, DuPont paid an aggregate of $ 3.25 billion to the ASR Counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $ 2.6 billion.

The remaining $ 650 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders’ equity.

The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the term of the ASR transaction, less an agreed upon discount.

The ASR transaction is being funded with cash on hand and is expected to be completed in the third quarter 2023.

Any additional repurchases under the new share repurchase program will be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off the market, which may include additional accelerated share repurchase agreements.

The timing and number of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.

The stock repurchase activity under the 2022 Stock Repurchase Programs were as follows:

2022 Stock Repurchase Programs Share Repurchased Average Price per Share Value of Shares Repurchased Remaining Amount Authorized

In millions, expect per share amounts

Balance as of January 1, 2022 $ —

Authorization of plan in February 2022 1,000

Repurchase of shares as of the quarter ended June 30, 2022 7.6 $ 65.5 $ 500 ( 500 )

Repurchase of shares as of the quarter ended September 30, 2022 4.3 $ 58.9 250 ( 250 )

Authorization of plan in November 2022 5,000

Accelerated share repurchase 38.8 2,600 ( 2,600 )

Unsettled forward contract for accelerated share repurchase 1

— 650 ( 650 )

Balance as of December 31, 2022 $ 2,000

Calculated based on the initial referenced stock price at the time the Company entered into the 2022 ASR Agreement.

The following table provides a reconciliation of DuPont Common Stock activity for the years ended December 31, 2022, 2021 and 2020:

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Repurchased 1

Retired ( 6,080 ) ( 6,080 )

( 224,995 ) ( 224,995 )

Balance at December 31, 2021 511,793 —

Issued 2,074 —

Repurchased 2

( 55,743 ) ( 55,743 )

Balance at December 31, 2022 458,124 —

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.

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Dividends declared to common stockholders $ 652 $ 630 $ 882

$ 630 $ 882 $ 1,611

Dividends paid to common stockholders $ 652 $ 630 $ 882

$ 630 $ 882 $ 1,611

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 $ 656 million at December 31, 2022 and $ 912 million at December 31, 2021.

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The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the years ended December 31, 2022, 2021 and 2020:

Accumulated Other Comprehensive Loss Unrealized Gains (Losses) on Investments Cumulative Translation Adj Pension and OPEB Derivative Instruments Total

Accumulated Other Comprehensive Loss Cumulative Translation Adj Pension and OPEB Derivative Instruments 1

Balance at January 1, 2020 $ ( 1,070 ) $ ( 345 ) $ ( 1 ) $ ( 1,416 )

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Net other comprehensive income (loss) 1,540 ( 80 ) — $ 1,460

Spin-offs of Dow and Corteva $ ( 16 ) 3,179 8,196 139 $ 11,498

Balance at December 31, 2020 $ 470 $ ( 425 ) $ ( 1 ) $ 44

Other comprehensive income (loss) before reclassifications

— 1,540 ( 102 ) — 1,438

Other comprehensive (loss) income before reclassifications ( 742 ) 422 56 ( 264 )

Amounts reclassified from accumulated other comprehensive income — 3 — 3

Net other comprehensive income (loss) $ — $ 1,540 $ ( 80 ) $ — $ 1,460

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

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Amounts reclassified from accumulated other comprehensive income — ( 3 ) — ( 3 )

Split-off of N&B reclassification adjustment — 184 73 1 258

M&M Divestiture reclassification adjustment 221 ( 54 ) — 167

Net other comprehensive (loss) income $ ( 880 ) $ ( 13 ) $ 61 $ ( 832 )

Balance at December 31, 2022 $ ( 968 ) $ 60 $ 117 $ ( 791 )

Includes cumulative translation adjustment impact associated with derivative instruments.

The tax effects on the net activity related to each component of other comprehensive income (loss) for the years ended December 31, 2022, 2021 and 2020 were as follows:

Tax Benefit (Expense) 2022 2021 2020

Unrealized gains (losses) on investments $ — $ — $ ( 18 )

Cumulative translation adjustments — — ( 1 )

Pension and other post-employment benefit plans 16 ( 122 ) 37

Derivative instruments ( 15 ) ( 18 ) —

Tax expense from income taxes related to other comprehensive income (loss) items

$ ( 140 ) $ 37 $ 28

Tax expense from income taxes related to other comprehensive (loss) income items $ 1 $ ( 140 ) $ 37

A summary of the reclassifications out of AOCL for the years ended December 31, 2022, 2021 and 2020 is provided as follows:

Reclassifications Out of Accumulated Other Comprehensive Loss 2022 2021 2020 Income Classification

Unrealized gains on investments $ — $ — $ ( 1 ) See (1) below

Unrealized (gains) losses on investments, after tax $ — $ — $ ( 1 )

Cumulative translation adjustments $ 221 $ 184 $ — See (1) below

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Total reclassifications for the period, after tax $ 164 $ 261 $ 22

The activity for the year ended December 31, 2022 is classified almost entirely within "Income (loss) from discontinued operations, net of tax" as part of the M&M Divestiture, with a portion classified within and "Sundry income (expense) - net" as part of continuing operations.

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.

The activity for the year ended December 31, 2020 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

In connection with the DWDP Distributions, the TDCC U.S.

qualified defined benefit plan and the EID U.S.

principal qualified defined benefit plan were separated from the Company to Dow and Corteva, respectively.

The defined benefit pension plans that were related to TDCC that were not separated with Dow or Corteva were not merged with any EID plans.

The Company retained a portion of pension liabilities relating to foreign benefit plans for both EID and TDCC.

The Company retained select OPEB liabilities relating to foreign EID benefit plans but did not retain any TDCC OPEB plans.

The Company also retained an immaterial portion of the non-qualified US pension liabilities and other post-employment benefit plans relating to EID US benefit plans.

The significant defined benefit pension and OPEB plans of TDCC and EID are summarized below.

The significant defined benefit pension and OPEB plans of TDCC and EIDP 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

TDCC had both funded and unfunded defined benefit pension plans that covered employees in the United States and a number of other countries.

qualified plan covering the parent company was the largest plan.

Benefits for employees hired before January 1, 2008, were based on length of service and the employee’s three highest consecutive years of compensation.

Employees hired after January 1, 2008, earned benefits based on a set percentage of annual pay, plus interest.

The Employee Matters Agreement with Dow provides that employees of Dow no longer participate in benefit plans sponsored or maintained by the Company, and that employees of the Company no longer participate in benefit plans sponsored or maintained by Dow, as of the effective time of the Dow Distribution.

qualified plan is no longer an obligation of the Company, the fundings, maintenance and ultimate payout of the plan is the sole responsibility of Dow.

TDCC's funding policy was to contribute to the plans when pension laws and/or economics either require or encourage funding.

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

EID had both funded and unfunded noncontributory defined benefit pension plans covering a majority of the U.S.

qualified plan was the largest pension plan held by EID.

Most employees hired on or after January 1, 2007, were not eligible to participate in the U.S.

defined benefit pension plans.

The benefits under these plans were based primarily on years of service and employees' pay near retirement.

EID froze the pay and service amounts used to calculate pension benefits for employees who participated in the U.S.

pension plans as of November 30, 2018.

Therefore, as of November 30, 2018, employees that participated in the U.S.

pension plans no longer accrued additional benefits for future service and eligible compensation received.

The Employee Matters Agreement with Corteva provides that employees of Corteva no longer participate in benefit plans sponsored or maintained by the Company, and that employees of the Company no longer participate in benefit plans sponsored or maintained by Corteva, as of the effective time of the Corteva Distribution.

qualified plan is no longer an obligation of the Company;

the fundings, maintenance and ultimate payout of the plan is the sole responsibility of Corteva Inc.

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

EID's funding policy was consistent with the funding requirements of federal laws and regulations.

Pension coverage for employees of EID's non-U.S.

consolidated subsidiaries was provided, to the extent deemed appropriate, through separate plans.

Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded.

Total 2019 contributions also includes contributions to fund benefit payments for EID's pension plans where funding is not customary.

DuPont has both funded and unfunded defined benefit pension plans covering employees in a number of non-US countries that formerly relate to both TDCC and EID.

DuPont has both funded and unfunded defined benefit pension plans covering employees in a number of non-US countries that formerly relate to both TDCC and EIDP.

The United Kingdom qualified plan is the largest pension plan held by DuPont.

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Rate of compensation increase 3.27 % 3.15 % 3.15 % 3.15 % 3.11 %

Expected return on plan assets 2

N/A N/A 2.73 % 2.98 % 6.46 %

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 decrease in expected return on assets between 2020 and 2019 is due to de-risking of DuPont's two largest country plans within the United Kingdom and Switzerland.

For the United Kingdom this process involved purchasing two buy-in insurance contracts for some current beneficiaries.

For Switzerland this process involved changing the pension plan to a defined contribution plan (cash balance plan under US GAAP) at an insurance company for the current employees and adopting a low-risk fixed income strategy for the current beneficiaries of the plan.

Expected return on plan assets N/A N/A 2.69 % 2.73 % 2.98 %

What changed 10-K

Item 9A. Controls and Procedures