DuPont de Nemours (DD) 10-K risk factor changes: FY2022 vs FY2021

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

[removed: While] [added: Prior to the Closing of the M&M Divestiture,] DuPont [removed: is] engaged in certain internal reorganization activities to separate the [removed: In-Scope] M&M [removed: Business] [added: Divested Businesses, and in certain cases in connection therewith, the Delrin® business,] into separate subsidiaries and to align [removed: such] [added: the] subsidiaries [added: holding the M&M Divested Businesses and the Delrin® business (referred to collectively as the "M&M Businesses")] for [removed: possible] disposition in a tax-efficient [removed: manner, it is expected that such a disposition would result in a taxable transaction for the Company.][added: manner.]

The distribution by DuPont to its stockholders of all the issued and outstanding shares of N&B through the Exchange Offer ("N&B Distribution") and [removed: Mergers] [added: the merger of N&B with a wholly-owned subsidiary of IFF ("N&B Merger")] are expected to be tax-free to DuPont stockholders for U.S. federal income tax purposes (except to the extent that cash was paid to DuPont stockholders in lieu of fractional shares pursuant to the N&B Merger Agreement), and the N&B Contribution, N&B Distribution, and [removed: Special] [added: the one-time payment from N&B to DuPont of approximately $7.3 billion ("Special] Cash [removed: Payment] [added: Payment")] are expected to result in no recognition of gain or loss by DuPont for U.S. federal income tax purposes.

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

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

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

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

Stray Liabilities include liabilities arising out of actions to the extent related to or resulting from [removed: EID’s] [added: EIDP’s] development, testing, manufacture or sale of per- or polyfluoroalkyl substances, (“PFAS Stray Liabilities”).

At December 31, [removed: 2021,] [added: 2022,] the Company has recorded an indemnification liability related to Stray Liabilities.

At December 31, [removed: 2021,] [added: 2022,] the Company had recorded indemnification assets related to [removed: various] Stray Liabilities and other matters.

Although the Company believes it is remote, there can be no assurance that any such [removed: third party] [added: third-party] would have adequate resources to satisfy its indemnification obligation when due, or, would not ultimately be successful in claiming defenses against payment.

Even if recovery from the [removed: third party] [added: third-party] is ultimately successful, DuPont may be temporarily required to bear these losses.

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

In connection with the DWDP Merger, the Company sought and received a private letter ruling from the IRS regarding the proper time, manner and methodology for measuring common ownership in the stock of the Company, [removed: EID] [added: EIDP] and TDCC for purposes of determining whether there was a 50 percent or greater change of ownership under Section 355(e) of the Code as a result of the DWDP Merger (the “IRS Ruling”).

The Tax Opinions relied on the continued validity of the IRS Ruling and representations made by the Company as to the common ownership of the stock of TDCC and [removed: EID] [added: EIDP] immediately prior to the DWDP Merger, and concluded that there was not a 50 percent or greater change of ownership for purposes of Section 355(e) as a result of the DWDP Merger.

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

In addition, public and private sector responsive measures, such as the imposition of travel restrictions, quarantines, adoption of remote working, and suspension of non-essential business and government services, have impacted the [removed: Company’s business and financial condition.]

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

[removed: As a] result, volatility in these costs may negatively impact the Company’s business, results of operations, financial condition and cash flows.

The processing and storage of personal information is increasingly subject to privacy and data security regulations, and many such regulations are [removed: country-specific.][added: country or territory-specific.]

The interpretation and application of data protection laws in the U.S., Europe, including the EU General Data Protection Regulation, Asia Pacific, Latin America, and elsewhere are [removed: uncertain, evolving] [added: continuing to evolve] and may be [removed: inconsistent among] [added: different across these] jurisdictions.

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

DuPont has engaged and expects to continue to engage in merger [removed: &] [added: and] acquisition activity.

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

Since certain of the Company's assets, especially those related to the [removed: Materials & Mobility and] Water & Protection [removed: segments] and [added: Electronics and Industrial segment, and] those carried at Corporate [added: & Other] at December 31, [removed: 2021] [added: 2022] are heritage [removed: EID,] [added: EIDP,] declines, if any, in projected cash flows could have a material, negative impact on the fair value of the Company’s reporting units and assets.

A variety of factors may adversely affect the Company’s ability to realize the targeted cost synergies, including failure to successfully optimize the Company’s facilities footprint, the failure to take advantage of the Company’s global supply chain, the failure to identify and eliminate duplicative [removed: programs.]

There can be no assurance that DuPont [removed: is] [added: will] be able to achieve or sustain any or all of the cost savings generated from restructuring actions.

Demand for product offerings that are less carbon-intensive [removed: and help] [added: or] customers [removed: reduce GHG emissions] [added: determine support their respective sustainability goals,] is expected to continue to increase, driven by end-user and customer demand, investor preference, and government legislative and market- and product-specific actions in response to risks created by climate change.

In addition, the failure to set [removed: and] [added: goals, take actions,] make [removed: progress,] [added: progress and report against,] commensurate with relevant market competitors, [removed: toward] the Company’s [removed: ESG goals,] [added: sustainability strategy,] could harm the Company’s reputation, and its ability to compete and to attract top talent, and could result in increased investor [removed: activism.][added: activism and the deselection of the Company as a partner or supplier of choice.]

[removed: Additionally, success] [added: Success] in achieving the Company’s growth objectives is significantly dependent on the timing and market acceptance of the Company’s new product offerings, including the Company’s ability to renew the Company’s pipeline of new product offerings and to bring those offerings to market.

DuPont does business globally in about [removed: 60] [added: 50] countries.

The percentage of net sales generated by the international operations of DuPont, including U.S. exports, was approximately [removed: 74] [added: 70] percent of net sales on a continuing operations basis for the year ended December 31, [removed: 2021.][added: 2022.]

For its continuing operations as of the year ended December 31, [removed: 2021,] [added: 2022,] the Company’s largest currency exposures are the [removed: European euro,] Chinese renminbi, [removed: and] [added: European euro,] Japanese [removed: yen.][added: yen, South Korean won and Canadian dollar.]

DuPont continues to be subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment, [added: product content,] greenhouse gas emissions, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous [added: substances, which include certain] substances [added: of concern,] and waste materials.

Moreover, changes in [removed: environmental regulations] [added: the regulatory environment] could inhibit or interrupt the Company’s operations, [removed: or] require modifications to the Company’s [removed: facilities.][added: products, processes or facilities or cause the Company to discontinue or relocate the production]

DuPont is subject to risks which include, but are not limited to, product safety or quality; shifting consumer preferences and public perception; federal, state, and local regulations on manufacturing or labeling; [added: packaging,] environmental, health and safety regulations; and customer product liability claims.

Changes in [removed: tax rates, adoption of new] [added: the global and local] tax [removed: legislation] [added: regulatory environments in,] and the distribution of income [removed: among] [added: among,] the various jurisdictions in which the Company operates, could adversely impact DuPont’s results of operations.

Changes in tax laws or regulations, including further regulatory developments [removed: arising from proposed U.S. tax legislation,] [added: in connection with] the [removed: final form of which is uncertain;] [added: IRA;] multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development [removed: (OECD);] [added: (OECD) including the OECD's Global Anti-Base Erosion ("GloBE) rules under Pillar Two, which is expected to introduce a global minimum corporate tax rate set at 15% on multinational enterprises;] and the OCED’s, European Commission’s and other major jurisdiction’s heightened interest in and taxation of large multi-national companies, increase tax uncertainty and impact the Company’s effective tax rate and provision for income taxes.

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

DuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of its historic Mobility & Materials segment to Celanese, and in connection with DuPont’s pursuit of plans to divest the Delrin® business, fail to qualify for their intended tax treatment.

On November 1, 2022, DuPont and one of its subsidiaries completed the sale to Celanese of a majority of the Company’s historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Performance Resins and Advanced Solutions business lines (the “M&M Divested Businesses”) for $11 billion in cash, subject to customary transaction adjustments in accordance with the Transaction Agreement (the “M&M Divestiture”).

On February 18, 2022, DuPont also announced that its Board of Directors approved the divestiture of the Delrin® Business subject to entry into a definitive agreement and satisfaction of customary closing conditions.

There can be no assurance as to the outcome, timing or ability to realize expected benefits from the Delrin® business divestiture process.

DuPont has recognized a tax liability related to the M&M Divestiture.

However, if certain internal transactions related to the separation of the M&M Businesses fail to qualify for their intended tax treatment under U.S. federal, state, local tax and/or foreign tax law, DuPont could incur additional tax liabilities.

DuPont may not realize the anticipated benefits of its share repurchase programs and any failure to repurchase the Company’s common stock after DuPont has announced its intention to do so may negatively impact the Company’s stock price.

On November 7, 2022, DuPont’s Board of Directors approved a new share repurchase program, which terminates on June 30, 2024, unless extended or shortened by the Board, authorizing the repurchase and retirement of up to $5 billion of common stock.

In addition to the $250 million remaining under the Company’s existing share repurchase program, which was approved in February 2022.

The Company entered into the 2022 ASR Agreements in November 2022 for the repurchase of an aggregate of $3.25 billion of common stock with $250 million of such repurchases under the existing program and the remaining $3 billion under the new program.

Under these or any other future share repurchase programs, DuPont may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions, including additional ASR agreements in accordance with applicable federal securities laws.

The timing and amount of any repurchases, if any, will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements.

Any failure to repurchase shares after the Company has announced its intention to do so may negatively impact DuPont’s reputation, investor confidence and the price of the Company’s common stock.

The existence of these share repurchase programs could cause the price of the Company’s common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for DuPont stock.

Although these programs are intended to enhance long-term stockholder value, there is no assurance they will do so because the market price of DuPont common stock may decline below the levels at which we repurchased shares and short-term stock price fluctuations could reduce the effectiveness of the programs.

Repurchasing common stock will reduce the amount of cash DuPont has available to fund working capital, capital expenditures, strategic acquisitions or business opportunities and other general corporate requirements, and the Company may fail to realize the anticipated benefits of these share repurchase programs.

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remedies.

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Company’s business and financial condition.

As a

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The Company seeks to implement these requirements in a compliant manner.

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programs.

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Risks related to trade disputes, regulations and policies could adversely impact DuPont’s results of operations.

Trade regulations, policies and disputes can and have increased tariffs, trade barriers, limited the Company’s ability to sell certain products to certain customers, and otherwise impacted the Company’s global supply and distribution chains and research and development activities.

In particular, trade tensions between the US and China have led to increased trade restrictions on the semiconductor business, particularly exports to China of US-regulated products and technology, that have affected downstream demand impacting ordering patterns from certain DuPont Electronics & Industrial’s customers.

Continuing or expanding trade restrictions or disputes could adversely impact demand for and manufacture, distribution or sale of the Company’s products, and restrict access to certain markets, any of which could have a material adverse effect on the Company’s results of operations and growth prospects.

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of certain products.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law in the United States.

Among other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes a 15% corporate alternative minimum tax on certain corporations (the “CAMT”).

Despite the Company’s training and compliance program, DuPont

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

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

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

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

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

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

The DWDP separations and DWDP Distributions and the N&B Transaction may expose the Company to potential liabilities arising out of state and federal fraudulent conveyance laws and legal distribution requirements.

Although in connection with the DWDP Distributions and in connection with the N&B Transaction DuPont received separate solvency opinions from investment banks confirming that DuPont, Dow, Corteva and N&B would each be adequately capitalized following the separations and DWDP Distributions, and the N&B Transactions as relevant, (the “Transactions”), the Transactions could be challenged under various state and federal fraudulent conveyance laws.

Fraudulent conveyances or transfers are generally defined to include transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due.

Any unpaid creditor could claim that DuPont did not receive fair consideration or reasonably equivalent value in any of the Transactions and that any one or the aggregate of the Transactions left DuPont insolvent or with unreasonably small capital or that DuPont intended or believed DuPont would incur debts beyond the Company’s ability to pay such debts as they mature.

If a court were to agree with such a plaintiff, then such court could void the separations and distributions as a fraudulent transfer or impose substantial liabilities on it, which could adversely affect the Company’s financial condition and the Company’s results of operations.

The Transactions are also subject to review under state corporate distribution statutes.

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

Although DuPont’s Board of Directors made the distributions out of DuPont’s surplus and received an opinion that DuPont had adequate surplus under Delaware law to declare the dividends of Corteva and Dow common stock in connection with the DWDP Distributions there can be no assurance that a court will not later determine that some or all of the distributions were unlawful.

growth and creating disruption and volatility in the global financial and capital markets, which could result in increases in the cost of capital and/or adversely impact the availability of and access to capital, which could negatively affect DuPont’s liquidity.

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

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

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

As of December 31, [removed: 2021,] [added: 2022,] the Company has [removed: $3.8] [added: $6.4] billion of net working capital and [removed: over $2] [added: $3.7] billion in cash and cash equivalents.

The cash flows and comprehensive income [removed: related to Dow and Corteva] [added: 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 [removed: the applicable period.][added: all periods presented.]

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

The [added: reporting] changes [removed: became effective February 1, 2021 and] have been retrospectively reflected [removed: in the segment results] for all periods presented.

[removed: The] [added: Certain macroeconomic factors, including the inflationary cost environment and supply chain disruptions, along with the] novel coronavirus (“COVID-19”) and its [removed: variants] [added: variants,] continue to adversely impact the [removed: broader] global economy, including certain [added: suppliers] of the Company’s [removed: customers and suppliers.][added: key raw materials.]

[removed: Intended] [added: Terminated Intended] Rogers Acquisition

On July 1, 2021, DuPont completed the acquisition of Laird Performance Materials ("Laird PM") from Advent International (“Laird PM Acquisition”) for cash consideration of [removed: $2.404] [added: $2.4] billion, which reflects adjustments, primarily for acquired cash and net working capital.

[removed: Divestitures][added: Other Divestitures]

On December 31, 2021, the Company completed the sale of its Clean Technologies business unit, which is part of [removed: Corporate.][added: Corporate & Other.]

In the second quarter of 2021, the Company completed the sale of its Solamet® business unit, which was part of [removed: Corporate.][added: Corporate & Other.]

In [removed: the fourth quarter of 2020,] [added: May 2022,] the Company [removed: entered into a definitive agreement to sell] [added: completed the sale of] its Biomaterials business unit, which [removed: includes] [added: included] the Company's equity method investment in DuPont Tate & Lyle Bio [removed: Products.][added: Products, to the Huafon Group.]

[removed: The TCS/HSC Disposal resulted in] [added: In May 2022,] a [removed: net] pre-tax [removed: benefit] [added: gain] of [removed: $396] [added: $26] million [removed: ($236] [added: ($21] million net of tax) [removed: which] was recorded in [removed: “Sundry] [added: "Sundry] income (expense) [removed: – net”] [added: - net"] in the [removed: Company’s] [added: Company's] Consolidated Statements of Operations.

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

On January 22, 2021, the Company, Corteva, [removed: EID] [added: EIDP] and Chemours entered into a binding Memorandum of Understanding (the “MOU”), pursuant to which the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS arising out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of qualified spend (as defined in the MOU) is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU.

As of December 31, [removed: 2021,] [added: 2022,] the Company has recorded an indemnification liability of [removed: $126] [added: $186] million in connection with the cost sharing arrangement related to future eligible PFAS costs.

Total pre-tax charges of [removed: $98] [added: $96] million [removed: ($76] [added: ($74] million after-tax) and [removed: $86] [added: $98] million [removed: ($66] [added: ($76] million after-tax) related to the MOU are reflected as a loss from discontinued operations for the year ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, in the Company's Consolidated Statements of Operations.

[removed: Goodwill, Long-Lived] [added: Long-Lived] Asset and Indefinite-Lived Asset Impairments

[removed: On February 18, 2021, the] [added: The DuPont] Board of Directors [added: on February 6, 2023] declared a first quarter [added: 2023] dividend of [removed: $0.30] [added: $0.36] per share, [removed: paid] [added: a 9 percent per share increase versus the first quarter 2022 dividend, payable] on March 15, [removed: 2021,] [added: 2023,] to [removed: shareholders] [added: holders] of record [added: at the close of business] on [removed: March 1, 2021.][added: February 28, 2023.]

The DuPont Board of Directors on February [removed: 7, 2022,] [added: 6, 2023] declared a first quarter [removed: 2022] [added: 2023] dividend of [removed: $0.33] [added: $0.36] per share, a [removed: ten] [added: 9] percent per share increase versus the first quarter [removed: 2021] [added: 2022] dividend, payable on March 15, [removed: 2022,] [added: 2023,] to holders of record at the close of business on February 28, [removed: 2022.][added: 2023.]

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

[removed: As] [added: At the expiry] of [removed: December 31, 2021,] the [added: 2021 Share Buyback Program, the] Company had repurchased and retired a total of [removed: 14.5] [added: 19.6] million shares for [removed: $1.1] [added: $1.5] billion under the 2021 Share Buyback Program.

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

[removed: In] [added: On] February [added: 8,] 2022, the Company's Board of Directors authorized an additional $1.0 billion share buyback program which expires on March 31, [removed: 2023, (the “2022 Share Buyback Program”).This authorization enables the Company to repurchase shares following the expected completion of the remaining authorization under its 2021 Share Buyback Program.][added: 2023.]

For the [removed: year] [added: years] ended December 31, [removed: 2021,] [added: 2021 and December 31, 2022,] DuPont recorded [removed: a] pre-tax [removed: charge] [added: charges inception to date] related to the 2021 Restructuring Actions in the [removed: amount] [added: amounts] of $46 [removed: million,] [added: 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, [removed: 2021,] [added: 2022,] total liabilities related to the 2021 Restructuring Actions were [removed: $25] [added: $7] million for severance and related benefits.

[removed: *2020] [added: *2022] Restructuring Program*

[removed: During the first quarter of 2020,] [added: In October 2022,] the Company approved [added: targeted] restructuring actions [removed: designed] to capture near-term cost reductions and to further simplify certain organizational structures [removed: in anticipation of] [added: following] the [removed: N&B Transaction] [added: M&M Divestitures] (the [removed: "2020] [added: "2022] Restructuring Program").

[removed: The] [added: As a result of these actions, the] Company recorded pre-tax restructuring charges of [removed: $180] [added: $158] million inception-to-date, consisting of severance and related benefit costs of [removed: $128] [added: $106] million and asset related charges of $52 [removed: million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations.][added: million.]

At December 31, [removed: 2021,] [added: 2022,] total liabilities related to the [removed: program] [added: 2021 Restructuring Actions] were [removed: $15 million, which represents expected future cash payments related to this program] [added: $7 million] for [removed: the payment of] severance and related [removed: benefits.][added: benefit costs.]

The [removed: 2020] [added: 2021] Restructuring Program is considered substantially complete.

[removed: The Company] [added: For the year ended December 31, 2022, DuPont] recorded [added: a] pre-tax [removed: restructuring charges of $125 million inception-to-date, consisting of severance and related benefit costs of $98 million and asset] [added: charge] related [removed: charges] [added: to the 2022 Restructuring Program in the amount] of [removed: $27] [added: $61] million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of [removed: Operations.][added: Operations, comprised of $61 million of severance and related benefit costs.]

[removed: The 2019] [added: Actions related to the 2021] Restructuring Program [removed: is considered] [added: are] substantially complete.

| In millions | | | [removed: *2021*] [added: *2022*] | | | [removed: *2020*] [added: *2021*] | | | [removed: *2019*] [added: *2020*] | | |

| | | | *For the Year Ended December 31, [removed: 2021*] [added: 2022*] | | | | | | | | | | | | | | | *For the Year Ended December 31, [removed: 2020*] [added: 2021*] | | | | | | | | | | | | | | |

| Electronics & Industrial | | | [removed: —] [added: 2] | | % | [removed: 1] [added: (3)] | | % | [removed: 12] [added: 3] | | % | [removed: 6] [added: 5] | | % | [removed: 19] [added: 7] | | % | [removed: (1)] [added: —] | | % | [removed: —] [added: 1] | | % | [removed: 6] [added: 12] | | % | [removed: —] [added: 6] | | % | [removed: 5] [added: 19] | | % |

| Water & Protection | | | [removed: 2] [added: 12] | | | [removed: 1] [added: (4)] | | | [removed: 8] [added: (1)] | | | — | | | [removed: 11] [added: 7] | | | 2 | | | [removed: —] [added: 1] | | | [removed: (8)] [added: 8] | | | [removed: 2] [added: —] | | | [removed: (4)] [added: 11] | | |

[removed: | Mobility] [added: Mobility] & Materials [removed: | | | 12 | | | 2 | | | 12 | | | — | | | 26 | | | (4) | | | — | | | (11) | | | — | | | (15) | | |][added: Divestitures]

| Corporate [added: & Other 1] | | | [removed: 3] [added: 10] | | | [removed: 1] [added: (3)] | | | [removed: 4] [added: —] | | | [removed: (33)] [added: (29)] | | | [removed: (25)] [added: (22)] | | | [removed: 2] [added: 5] | | | [removed: —] [added: 2] | | | [removed: (23)] [added: 8] | | | [removed: (18)] [added: (15)] | | | [removed: (39)] [added: —] | | |

| Total | | | [removed: 4] [added: 7] | | % | [removed: 2] [added: (3)] | | % | [removed: 10] [added: 1] | | % | [removed: —] [added: (1)] | | % | [removed: 16] [added: 4] | | % | [removed: (1)] [added: 1] | | % | [removed: —] [added: 2] | | % | [removed: (6)] [added: 10] | | % | — | | % | [removed: (7)] [added: 13] | | % |

| U.S. & Canada | | | [removed: 4] [added: 11] | | % | — | | % | [removed: 7] [added: 3] | | % | [removed: (2)] [added: (3)] | | % | [removed: 9] [added: 11] | | % | [removed: (1)] [added: 3] | | % | — | | % | [removed: (11)] [added: 8] | | % | [removed: (1)] [added: (2)] | | % | [removed: (13)] [added: 9] | | % |

On November 1, 2022, DuPont completed the previously announced divestiture (the "Transaction Date") 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 a purchase price of $11.0 billion in cash.

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 for which DuPont was reimbursed at closing resulting in net proceeds of $10.5 billion.

On February 18, 2022, the Company announced that its Board of Directors approved of the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture"), subject to entry into a definitive agreement and satisfaction of closing conditions.

The Delrin® Divestiture together with the M&M Divestiture (collectively the "M&M Divestitures" and the businesses in scope for the M&M Divestitures collectively the "M&M Businesses") represent a strategic shift that has a major impact on DuPont's operations and results.

The financial position of DuPont as of December 31, 2022 presents the assets and liabilities of the Delrin® Divestiture as held for sale, presented as discontinued operations.

In the comparative period, the assets and liabilities of both the M&M Divestiture and the Delrin® Divestiture are presented as held for sale, presented as discontinued operations.

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

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.

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

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

The results of operations of the Biomaterials business unit are reported in Corporate & Other for all periods presented.

Other Discontinued Operations Tax Matter

Subsequent to the Company’s earnings announcement on February 7, 2023, the Company recorded an adjustment to the provision for income taxes related to Discontinued Operations and deferred income tax liabilities of Discontinued Operations (the “Tax Adjustment”).

The Tax Adjustment resulted in an increase of $70 million in “Income (loss) from discontinued operations, net of tax” and a decrease of $70 million in “Liabilities of discontinued operations” as of and for the year ended December 31, 2022, and a corresponding impact on net income.

The Tax Adjustment did not impact the results of Continuing Operations.

The Consolidated Financial Statements and other financial information included in this annual report on Form 10-K reflect the Tax Adjustment.

Macroeconomic Conditions

As a result of COVID-19, the Company qualified for a tax credit of payroll taxes under the Employee Retention Credit (“ERC”) pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act and American Rescue Plan Act.

In the third quarter of 2022, the Company recorded approximately $59 million of benefit to the ERC for full year 2020 and Q1 2021 payroll taxes previously paid.

The benefit was recorded as an offset to the Cost of Sales, Research and Development Expenses ("R&D") and Selling, General and Administrative Expenses ("SG&A"), with a portion, approximately $7 million, of the benefit relating to discontinued operations.

The Company anticipates receiving a refund of the credit in 2023.

With respect to the war in the Ukraine, the Company’s business and operational environment is impacted by, among other things, responsive governmental actions including sanctions imposed by the U.S. and other governments.

In the second quarter of 2022, the Company exited substantially all business operations in Russia, the net sales from which were less than one percent of DuPont’s consolidated net sales in 2021.

The Company does not have operations in the Ukraine.

In 2022, DuPont experienced supply chain challenges and increased logistics, raw material and energy costs due in part to the negative impact on the global economy from the ongoing war in Ukraine.

The extent to which the conflict may continue to impact DuPont in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, and the extent of supply chain disruptions.

DuPont will continue to monitor the conflict and assess the related sanctions and other effects and may take further actions if necessary.

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.

As a result of the analysis the Company recorded an 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.

During 2022, the Board of Directors authorized and paid quarterly dividends of $0.33 per share to shareholders of record in the first, second, third and fourth quarters, respectively.

At the end of the third quarter 2022, the Company had repurchased and retired a total of 11.9 million shares for $750 million under the 2022 Share Buyback Program, with $250 million remaining on the authorization.

On November 7, 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 in addition to the $250 million remaining under the Company’s 2022 Share Buyback Program.

The new repurchase program expires on June 30, 2024, unless extended or shortened by the Board of Directors.

On November 10, 2022, DuPont entered into an accelerated share repurchase ("ASR") agreement (the “2022 ASR Agreement”) for the repurchase of an aggregate of approximately $3.25 billion.

In accordance with the terms of the agreement, DuPont received initial deliveries of 38.8 million shares in the aggregate.

- Supplemental Unaudited Pro Forma Combined Financial Information

DWDP Merger & Distributions

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

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

DowDuPont completed a series of internal reorganizations and realignment steps in order to separate into three, independent, publicly traded companies - one for each of its agriculture, materials science and specialty products businesses.

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

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

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

On June 1, 2019, DowDuPont changed its registered name from “DowDuPont Inc.” to “DuPont de Nemours, Inc.” doing business as “DuPont” (the “Company”).

Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol “DD.”

The results of operations of DuPont for the 2019 period presented reflects the historical financial results of Dow and Corteva as discontinued operations, as applicable.

Table of Contents

2021 Segment Realignment

Effective February 1, 2021, in conjunction with the closing of the N&B Transaction, the Company changed its management and reporting structure (the “2021 Segment Realignment”).

DuPont’s worldwide operations are managed through global businesses, which are currently reported in three reportable segments: Electronics & Industrial; Water & Protection; and Mobility & Materials.

Table of Contents

COVID-19 Update

During 2021, the Company benefited from strong demand in certain key end-markets, principally in electronics, water filtration and continued recovery within the automotive markets and commercial construction.

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

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

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

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

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

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

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

Mobility & Materials Segment Intended Divestiture

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

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

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

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

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

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

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 Non-Core segment.

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

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

Table of Contents

During the third quarter of 2020, multiple triggering events occurred requiring the Company to perform impairment analyses associated with its Mobility & Materials segment and corporate businesses.

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

During the second quarter of 2020, demand weakness in global automotive production resulting from the COVID-19 pandemic, along with revised views of recovery, 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 a result of the analysis performed, the Company recorded pre-tax, non-cash goodwill impairment charges of $2,498 million recognized in "Goodwill impairment charges" in the Consolidated Statements of Operations.

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

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

| In millions | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Foreign currency contracts | | | $ | [removed: (5)] [added: (25)] | | $ | [removed: (9)] [added: (5)] | | $ | [removed: (192)] [added: (290)] | | $ | [removed: (210)] [added: (192)] | |

If the U.S. dollar weakened by 10%, the fair value of the net investment hedge would have been approximately [added: $91 million lower as of December 31, 2022 and approximately] $118 million lower as of December 31, 2021.

As of December 31, [removed: 2021,] [added: 2022,] no one individual customer balance represented more than five percent of the Company's total outstanding receivables balance.

The Company uses interest rate swaps to hedge changes in the fair value of the hedged item due to changes in the Secured Overnight Financing Rate (“SOFR”).

If the floating rates appreciated by 10%, the fair value of the interest rate swaps would have been approximately $26 million lower as of December 31, 2022.

DuPont is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life by applying diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, [removed: building and] construction, [added: water,] healthcare and worker safety.

At December 31, [removed: 2021,] [added: 2022,] the Company has subsidiaries in about [removed: 60] [added: 50] countries worldwide and manufacturing operations in about 25 countries.

The Consolidated Financial Statements included in this annual report present the financial position of DuPont as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and the results of operations of DuPont for the years ended December 31, [removed: 2021, 2020,] [added: 2022, 2021] and [removed: 2019] [added: 2020] giving effect to the [removed: divestiture of N&B] [added: M&M Divestitures] and the [removed: DWDP Distributions,] [added: N&B Transaction as if each had occurred on January 1, 2020,] with the historical financial results of [removed: N&B, Dow,] [added: the businesses divested as part of the M&M Divestiture] and [removed: Corteva] [added: to be divested as part of the divestiture of Delrin® (the "M&M Businesses") and N&B] reflected as discontinued operations, as applicable.

The cash flows and comprehensive income related to [removed: N&B, Dow,] [added: the M&M Businesses] and [removed: Corteva] [added: the N&B business] have not been segregated and are included in the Consolidated Statements of Cash Flows and Consolidated Statements of Comprehensive Income, respectively, for the year ended December 31, [removed: 2021, 2020,] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] as applicable.

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

The [added: reporting] changes [removed: became effective February 1, 2021 and] have been retrospectively reflected [removed: in the segment results] for all periods presented.

Electronics & Industrial is a leading global [removed: supplier] [added: provider] of differentiated materials and [removed: systems] [added: component solutions] for [added: high performance computing, 5G, electric vehicles ("EV"),] a broad range of consumer electronics including mobile devices, television monitors, personal [removed: computers] [added: computers,] and [removed: electronics used in] a variety of [removed: industries.][added: other industries including aerospace, defense, transportation, and healthcare.]

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

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

[removed: With] [added: Since] the acquisition of Laird Performance Materials, Electronics & Industrial also provides high-performance electromagnetic shielding and thermal management solutions.

Details on Electronics & Industrial's [removed: 2021] [added: 2022] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

The new assets [removed: will expand] [added: expanded] production of KAPTON® polyimide film and PYRALUX® flexible circuit materials to meet growing market demand.

At December 31, [removed: 2021,] [added: 2022,] the Company had spent approximately [removed: $14] [added: $47] million since the start of the [removed: project,] [added: project] and expects the new assets to be operational in [removed: mid 2023.][added: mid-2023.]

Details on Water & Protection's [removed: 2021] [added: 2022] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

| Shelter Solutions | | | Rigid and spray foam insulation, weatherization, waterproofing and air sealing, caulks and sealants, roof coatings, and decorative surface materials | | | STYROFOAM™ brand insulation products, THERMAX™ exterior insulation, [removed: WALOCEL™ cellulose ethers,] XENERGY™ high performance insulation, LIQUIDARMOR™ flashing and sealant, GREAT STUFF™ insulating foam sealants and adhesives, CORIAN® design solid and quartz surfaces, TYVEK® weather resistant barriers | | |

The major commodities, raw materials and supplies for the Water & Protection segment include: [added: methyl methacrylate,] alumina trihydrate, [added: methyl pentanediol, styrene, polysulfone, Terephthaloyl- & Isophthaloyl- chloride, high-density polyethylene, polyethylene,] aniline, [removed: benzene,] calcium chloride, [removed: carbon monoxide, chlorine,] divinyl benzene [removed: monomers, high-density polyethylene, isophthalic acid, metaphenylenediamine, methyl methacrylate, methylpentanediol, polyester resin, polypropylene, polystyrene, sulfuric acid] [added: monomers caustic] and [removed: terephthalic] [added: sulfuric] acid.

The expansion for the new [added: TYVEK®] operating line [removed: of TYVEK® nonwoven materials] is expected to be completed [removed: in] [added: by the end of] 2023.

Sales by geographic region are included within Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Results of Operations." See Note 23 to the Consolidated Financial Statements for information regarding total net [removed: sales, pro forma net sales, pro forma Operating EBITDA] [added: sales] and total assets by segment, as well as net sales and long-lived assets by geographic region.

In [removed: 2021,] [added: 2022,] no significant portion of the Company's sales was dependent upon a single customer.

- *Electronics & Industrial:* 3M, [removed: Atotech, CMC Materials,] Element Solutions, Entegris, Henkel, [added: JSR,] Merck KGaA, [removed: and] [added: MKS Instruments,] Parker [removed: Hannifin.][added: Hannifin, and TOK.]

- *Water & Protection:* 3M, Honeywell, Hydranautics, Kingspan, [added: Kolan,] Lanxess, LG [removed: Corp,] [added: Chem,] Owens-Corning, Purolite, Royal DSM, [removed: Toray] [added: Toray, Teijin,] and [removed: Teijin.][added: Yantai.]

In addition, logistic challenges [added: are continuing and] have [removed: increased significantly in the second half of 2021 causing] [added: caused] delays and increased costs.

At December 31, [removed: 2021,] [added: 2022,] the Company owned about [removed: 15,000] [added: 14,000] patents and patent applications globally.

Approximately [removed: 75%] [added: 70%] of the Company’s patent estate has a remaining term of more than 5 years.

Additional information about DuPont's sustainability strategy and 2030 Goals can be found on its website as discussed below and in several areas of this report, including: [removed: (1) Environmental Proceedings beginning on page 27, (2)] Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on page [removed: 30, (3) Notes 1 and 16 to the Consolidated Financial Statements.][added: 30.]

The Company’s [removed: 2021] [added: 2022] Sustainability Report, which is aligned to the Global Reporting Initiative (“GRI”) Standards: Core option and the Sustainability Accounting Standards Board ("SASB") frameworks, includes information based on the businesses and facilities owned and operated by the Company during the calendar year [removed: 2020.][added: 2021.]

As such, the [removed: 2021] [added: 2022] Sustainability Report, and certain other information under *Sustainability*, does not reflect and has not been adjusted to reflect, among other things, the [removed: N&B Transaction, the Laird PM Acquisition, the Intended Rogers Acquisition or the In-Scope] M&M [removed: Divestiture Process.][added: Divestitures.]

The [removed: 2021] [added: 2022] Sustainability Report includes discussion of the Company’s approach to ESG governance which is overseen by the Company’s Board of Directors.

In [removed: 2021] [added: 2022] the Company took [added: further] actions to [added: further] align its governance and enterprise risk management practices around climate-related risks with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).

The Company focuses significant attention on attracting, [removed: motivating,] [added: motivating] and retaining talent at all levels.

Through training and professional development initiatives, promoting a culture of diversity, equity and inclusion, and emphasizing the importance of health, [removed: safety,] [added: safety] and well-being, the Company’s aim is to create an environment that fully supports the needs of its [removed: employees.][added: employees providing opportunity for financial and career growth, an inclusive and collegial experience and purpose in doing work that matters.]

Annually, an enterprise-wide engagement survey is conducted, which provides insight into employee morale and aspects of workplace culture like core values, [removed: communication] [added: commitment to ethical behavior, teamwork] and employee development.

[removed: Learning is a continual process, and the] [added: The] Company offers a diverse set of training, [removed: education,] [added: education] and development opportunities, both formally and informally, throughout the year.

DuPont believes that it can [removed: only] fulfill its purpose with the full commitment, participation, creativity, energy, and cooperative spirit of a diverse [removed: workforce, and is working to improve representation.][added: workforce.]

The Company provides its Equal Employment Opportunity Employer Information Report [removed: (EEO-1)] [added: (EEO-1),] and other information on its DE&I efforts under *Diversity, Equity & Inclusion* in the [removed: About Us and Careers section of its website] [added: "About Us"] and [removed: under *Diversity, Equity & Inclusion* in the "Community Impact" section] [added: "Sustainability" sections] of its website.

As of December 31, [removed: 2021,] [added: 2022,] the Company has eight corporate ERGs - DuPont [removed: Corporate] Black Employees Network, DuPont Asian Group, DuPont Pride Network, DuPont Latin Network, DuPont Women’s Network, DuPont Veterans Network, DuPont Early Career Network, and DuPont Persons with Disabilities and Allies - all of which have regional and local chapters through the Company.

The Company also offers DE&I tools and resources to educate managers and employees [removed: in how to utilize diversity as a resource] [added: on cultivating] and [removed: establish more] [added: maintaining an] inclusive work [removed: environments.][added: environment.]

[removed: DuPont's] [added: The Company's] success also depends on the well-being of employees, including physical, mental and emotional health.

Effective January 1, 2023, Corteva’s subsidiary EID changed its name to EIDP, Inc. (“EIDP”), and therefore references to EID herein have been updated to reflect this name change.

On February 18, 2022, the Company announced that it had entered an agreement on February 17, 2022, (the "Transaction Agreement") with Celanese Corporation ("Celanese") for divestiture of the majority of DuPont’s historic Mobility & Materials (“M&M”) segment, (the “M&M Divestiture”).

See Note 4 to the Consolidated Financial Statements for more information.

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

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

The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines within the historic M&M segment are referred to as the "Retained Businesses".

On November 1, 2022, DuPont and Celanese completed the M&M Divestiture and DuPont received cash proceeds of $11 billion which is subject to transaction adjustments in accordance with the Transaction Agreement.

DuPont funded accelerated share repurchase ("ASR") agreements (the "2022 ASR Agreements") and the early redemption in full of the Company’s $2.5 billion in fixed-rate long term senior unsecured notes due November 2023 with proceeds from the M&M Divestiture.

Additionally in the fourth quarter, the Company reduced its commercial paper balance to zero.

As of September 30, 2022 the Company had $1.3 billion of commercial paper outstanding.

As publicly announced on November 8, 2022, on November 7, 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 “5B Share Repurchase

Program”).

As part of its announcement, the Company discussed its intention to enter into ASR agreements imminently, for the repurchase of an aggregate of approximately $3.25 billion of common stock with $250 million of such repurchases completing the $1 billion share repurchase program approved in February 2022 (the “2022 Share Buyback Program”) and the remaining $3 billion under the $5B Share Buyback Program.

In November 2022, the Company entered into the 2022 ASR Agreements for the repurchase of an aggregate of approximately $3.25 billion of common stock.

In accordance with the terms of the 2022 ASR Agreements, DuPont received initial deliveries in November 2022 of 38.8 million shares of common stock in the aggregate.

The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the terms of the 2022 ASR Agreements less an agreed upon discount.

Final settlement of the 2022 ASR Agreements is expected in the third quarter 2023.

Any additional repurchases under the $5B Share Buyback 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 $5B Share Buyback Program terminates on June 30, 2024, unless extended or shortened by the Board of Directors.

The Delrin® Divestiture and the M&M Divestiture, (together the "M&M Divestitures") represent a strategic shift with a related major impact on DuPont's operations and results.

Effective February 2022, the revenues and certain expenses of the M&M Businesses were classified as discontinued operations in the current and historical periods.

As of the date of the Transaction Agreement with Celanese, the Retained Businesses were realigned to Corporate & Other.

At December 31, 2022, the project is complete and the Company has begun shipping commercial material to customers.

CORPORATE & OTHER

Effective February 2022, the revenues and certain expenses of the M&M Businesses were classified as discontinued operations and the Retained Businesses were realigned to Corporate & Other.

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

The costs of the M&M Businesses that are classified as discontinued operations include only direct operating expenses incurred prior to the November 1, 2022 M&M Divestiture and costs which the Company will no longer incur upon the close of the Delrin® Divestiture.

Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations.

A portion of these indirect costs related to activities the Company continues to undertake post-closing of the M&M Divestiture, and for which it is and will be reimbursed (“Future Reimbursable Indirect Costs”).

In addition, a portion of these indirect costs relate to activities the Company intends to perform post the close of the Delrin® Divestiture and for which it will be reimbursed.

Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from operating EBITDA as defined below.

The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”).

Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.

Corporate & Other includes sales and activity of the Retained Businesses as well as Stranded Costs and Future Reimbursable Indirect Costs.

The results of Corporate & Other include the sales and activity of certain divested businesses including the operations of Biomaterials, Clean Technologies, and Solamet® business units.

Corporate & Other also includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable segments.

BACKLOG

In general, the Company does not manufacture its products against a backlog of orders and does not consider backlog to be a significant indicator of the level of future sales activity.

Production and inventory levels are typically based on the level of incoming orders as well as projections of future demand.

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

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

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

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

Effective February 1, 2021, in conjunction with the closing of the N&B Transaction, the Company changed its management and reporting structure (the “2021 Segment Realignment”).

DuPont’s worldwide operations are managed through global businesses, which are currently reported in three reportable segments: Electronics & Industrial; Water & Protection; and Mobility & Materials.

2021 Segment Realignment

In conjunction with the 2021 Segment Realignment, KALREZ®/VESPEL®, and Healthcare and Specialty Lubricants (Medical Silicones and MOLYKOTE® lubricants) moved to Electronics & Imaging from Mobility & Materials (previously, Transportation & Industrial) and the segment was renamed Electronics & Industrial.

The Image Solutions business, which includes the additional technologies, was renamed Industrial Solutions.

Products

Key Raw Materials

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

Intended Rogers Acquisition

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

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

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

During the fourth quarter of 2019, the Company completed three acquisitions: (1) BASF's Ultrafiltration Membrane business, including inge GmbH; (2) Evoqua Water Technologies Corp.’s MEMCOR® business including ultrafiltration and membrane biofiltration technologies; and (3) OxyMem Limited, a company that develops and produces Membrane Aerated Biofilm Reactor technology.

MOBILITY & MATERIALS

Mobility & Materials provides high-performance engineering thermoplastics, elastomers, adhesives, silicone encapsulants, pastes, filaments and advanced films to engineers and designers in the transportation, electronics, renewable energy, industrial and consumer end-markets to enable systems solutions for demanding applications and environments.

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

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

2021 Segment Realignment

In conjunction with the 2021 Segment Realignment, Kalrez®/Vespel®, and Healthcare and Specialty Lubricants (Medical Silicones and Molykote® lubricants) moved from Transportation & Industrial to Electronics & Imaging.

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

The major product lines were reorganized into Engineering Polymers, Performance Resins, and Advanced Solutions and the segment was renamed Mobility & Materials effective February 1, 2021.

Details on Mobility & Material's 2021 net sales, by major product line and geographic region, are as follows:

 

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

| | | | | | |

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

| *Major Product Line* | | | *Major Products* | | |

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

| Performance Resins | | | HYTREL® polyester thermoplastic elastomer resins, DELRIN® acetal resins, MULTIBASE™ thermoplastic additives and VAMAC® ethylene acrylic elastomer. | | |

| Engineering Polymers | | | DUPONT™ ZYTEL® nylon resins, CRASTIN® PBT thermoplastic polyester resin, RYNITE® PET polyester resin and TYNEX® filaments | | |

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

Mobility & Materials Intended Divestiture

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

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

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

The Company is committed to creating innovative talent-management opportunities that are aligned to the strategic needs of its workforce.

The Company and its subsidiaries are subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for [removed: third party] [added: third-party] property damage or personal injury stemming from alleged environmental torts.

[removed: EID] [added: EIDP] sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015.

Subsequent to this inspection, the U.S. Environmental Protection Agency (“EPA)”, the U.S. Department of Justice (“DOJ”), the Louisiana Department of Environmental Quality (“DEQ”), the Company (originally through [removed: EID),] [added: EIDP),] and Denka began discussions in the spring of 2017 relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair.

On March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Directive and Notice to Insurers to a number of companies, including Chemours, DowDuPont, [removed: EID,] [added: EIDP,] and certain DuPont subsidiaries.

NJDEP’s allegations relate to former operations of [removed: EID] [added: EIDP] involving poly- and perfluoroalkyl substances, (“PFAS”), including PFOA and PFOA- replacement products.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, [removed: 2021,] [added: 2022,] (the last day of the registrant's most recently completed second fiscal quarter), was approximately [removed: $41] [added: $28] billion based on the New York Stock Exchange closing price on such date.

The registrant had [removed: 512,907,484] [added: 458,338,052] shares of common stock, $0.01 par value, outstanding at February [removed: 9, 2022.][added: 13, 2023.]

Part III: Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K.

For the year ended December 31, [removed: 2021][added: 2022]

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Some of the important factors that could cause DuPont's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the [removed: timing and outcome of the In-Scope M&M Divestiture Process and] [added: possibility that] the [removed: risks, costs and ability] [added: Company may fail] to realize [removed: benefits from] the [removed: pursuit of any disposition] [added: anticipated benefits] of the [removed: In-Scope M&M Businesses resulting therefrom;] [added: $5 billion share repurchase program announced on November 8, 2022 and that the program may be suspended, discontinued or not completed prior to its termination on June 30, 2024;] (ii) ability to achieve anticipated tax treatments in connection with mergers, acquisitions, [removed: divestitures] [added: divestitures,] and other portfolio changes [removed: actions] and [added: the] impact of changes in relevant tax and other laws; (iii) indemnification of certain legacy [removed: liabilities of EID in connection with the Corteva Distribution;] [added: liabilities;] (iv) risks and costs related to each of the parties respective performance under and the impact of the arrangement to share future eligible PFAS costs by and between DuPont, Corteva and Chemours; (v) failure to timely close on anticipated [removed: terms,] [added: terms (or at all),] realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with mergers, acquisitions, divestitures and other portfolio [removed: changes including the Intended Rogers Acquisition] [added: changes;] (vi) risks and uncertainties, including increased costs and the ability to obtain raw [removed: materials and meet customer needs,] [added: materials,] related to operational and supply chain impacts or disruptions, which may result from, among other events, [removed: the COVID-19 pandemic] [added: pandemics] and [removed: actions] [added: responsive actions, including COVID-19 related disruptions] in [removed: response to it,] [added: China, demand decline in consumer-facing markets,] and geo-political and [removed: weather-related] [added: weather related] events; (vii) ability to offset increases in cost of inputs, including raw materials, energy and logistics; [removed: and] (viii) [added: risks from continuing or expanding trade disputes or restrictions, including on exports to China of U.S.-regulated products and technology impacting the semiconductor business; (ix) risks, including ability to achieve, and costs associated with DuPont’s sustainability strategy including the actual conduct of the company’s activities and results thereof, and the development, implementation, achievement or continuation of any goal, program, policy or initiative discussed or expected; and (x)] other risks to DuPont's business, operations; each as further discussed in [added: DuPont’s most recent annual report and subsequent current and periodic reports filed with] the [removed: section titles "Risk Factors" (part 1, Item 1A of this Form 10-K).][added: U.S. Securities and Exchange Commission.]

| [PART I](#id3d38605398c417eb98c537c07fa3724_13) | | | | | | | | | | | |

| [PART II](#id3d38605398c417eb98c537c07fa3724_49) | | | | | | | | | | | |

| [PART IV](#id3d38605398c417eb98c537c07fa3724_148) | | | | | | | | | | | |

| [SIGNATURES](#id3d38605398c417eb98c537c07fa3724_160) | | | | | | | | | [59](#id3d38605398c417eb98c537c07fa3724_160) | | |

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

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

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

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

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

Collectively there are approximately [removed: 120] [added: 100] principal sites in total.

The number of manufacturing and other significant sites by reportable segment and geographic area around the world at December 31, [removed: 2021] [added: 2022] is as follows:

| *Geographic Region* | | | *Electronics & Industrial* | | | *Water & Protection* | | | [removed: *Mobility] [added: *Corporate] & [removed: Materials* | | | *Corporate*] [added: Other*] | | | *Total* *2* | | |

| Asia Pacific | | | 26 | | | 13 | | | [removed: 15 | | | —] [added: 3] | | | [removed: 54] [added: 42] | | |

| EMEA 1 | | | 6 | | | 7 | | | [removed: 9 | | | —] [added: 3] | | | [removed: 22] [added: 16] | | |

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

| U.S. & Canada | | | 23 | | | 13 | | | [removed: 18 | | | 1] [added: 8] | | | [removed: 55] [added: 44] | | |

The Company's principal sites include facilities which, in the opinion of management, are suitable and adequate for their use and have sufficient [removed: capacity for] [added: capacity, or plans to increase capacity, which meet] the Company's current needs and expected near-term growth.

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

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

| Total | | | 56 | | | 33 | | | 15 | | | 104 | | |

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

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

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

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During [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the Company paid quarterly dividends on its common stock of [added: $0.33 and] $0.30 per [removed: share.][added: share, respectively.]

The DuPont Board of Directors on February [removed: 7, 2022,] [added: 6, 2023,] declared a first quarter [removed: 2022] [added: 2023] dividend of [removed: $0.33] [added: $0.36] per share, a [removed: ten] [added: 9] percent per share increase versus the first quarter [removed: 2021 dividend, payable on March 15, 2022, to holders of record at the close of business on February 28, 2022.][added: 2022 dividend.]

At January 31, [removed: 2022,] [added: 2023,] there were [removed: 71,128] [added: 67,943] stockholders of record.

The following table provides information regarding purchases of the Company's common stock by the Company during the three months ended December 31, [removed: 2021:][added: 2022:]

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

| October | | | — | | | $ | — | | — | | | [removed: 875] [added: $] | [added: —] | |

The chart illustrates the cumulative total return of the Company's stock [removed: following completion of the DWDP Merger] based on a presumed investment of $100 on [removed: September 1,] [added: December 31,] 2017 and a presumption that all dividends were reinvested.

[removed: ][added: ]

| Cumulative Total Return | | | [removed: *September 1, 2017* | | |] *December [removed: 29,] [added: 31,] 2017* | | | *December 31, 2018* | | | *May 31, 2019* [removed: *2*] [added: *1*] | | | *December 31, 2019* | | | *December 31, 2020* | | | *December 31, 2021* | | | [added: *December 31, 2022* | | |]

The first quarter 2023 dividend is payable on March 15, 2023, to holders of record at the close of business on February 28, 2023.

| 2022 Share Buyback Program | | | | | | | | | | | | | | |

| October | | | — | | | $ | — | | — | | | $ | 250 | |

| November 1, 2 | | | 3,729,673 | | | $ | 67.03 | | 3,729,673 | | | $ | — | |

| December | | | — | | | $ | — | | — | | | $ | — | |

| $5B Share Buyback Program | | | | | | | | | | | | | | |

| November 2 | | | 35,058,929 | | | 67.03 | | | 35,058,929 | | | 2,000 | | |

| December 2 | | | — | | | — | | | $ | — | | 2,000 | | |

| Fourth Quarter 2022 | | | 38,788,602 | | | $ | 67.03 | | 38,788,602 | | | $ | 2,000 | |

1.The Company completed the 2022 Share Buyback Program as part of the initial deliveries of shares under the 2022 ASR Agreements.

In accordance with the terms of the 2022 ASR Agreements, which terminate on or about September 1, 2023.

DuPont received initial deliveries in November 2022 of 38.8 million shares of common stock in the aggregate.

The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the terms of the 2022 ASR Agreements less an agreed upon discount.

In 2022, the Company elected to change the relative benchmark group from S&P Industrial Conglomerates Index to S&P Industrials Index in order to include companies that are more aligned with DuPont following the M&M Divestiture.

Accordingly, the Company will begin comparing the cumulative total return of DuPont to the cumulative total return of both the S&P 500 Index and the S&P Industrials Index in the following graph.

S&P Industrial Conglomerates Index was included for this fiscal year only for comparative purposes to prior fiscal year graphs.

| DuPont | | | $ | 100.00 | | $ | 76.84 | | $ | 65.95 | | $ | 66.12 | | $ | 74.92 | | $ | 86.45 | | $ | 74.88 | |

| S&P 500 | | | $ | 100.00 | | $ | 95.62 | | $ | 105.88 | | $ | 125.72 | | $ | 148.85 | | $ | 191.58 | | $ | 156.89 | |

| S&P Industrials 2 | | | $ | 100.00 | | $ | 86.71 | | $ | 97.59 | | $ | 112.17 | | $ | 124.59 | | $ | 150.89 | | $ | 142.63 | |

| S&P Industrial Conglomerates 3 | | | $ | 100.00 | | $ | 73.12 | | $ | 81.92 | | $ | 91.49 | | $ | 100.89 | | $ | 106.15 | | $ | 97.23 | |

2.

New index added in 2022

3.

Included for this fiscal year only for comparative purposes to prior fiscal year graphs.

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

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

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

1.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.

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| DuPont 1 | | | $ | 100.00 | | $ | 106.60 | | $ | 81.92 | | $ | 70.30 | | $ | 70.48 | | $ | 79.86 | | $ | 92.16 | |

| S&P 500 | | | $ | 100.00 | | $ | 108.84 | | $ | 104.07 | | $ | 115.24 | | $ | 136.84 | | $ | 162.02 | | $ | 208.53 | |

| S&P Industrial Conglomerates | | | $ | 100.00 | | $ | 94.76 | | $ | 69.29 | | $ | 77.63 | | $ | 86.70 | | $ | 95.60 | | $ | 100.59 | |

The historical stock prices of DuPont prior to the DWDP Distributions have been adjusted to reflect the impact of the DWDP Distributions and the Reverse Stock Split.

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As of December 31, [removed: 2021,] [added: 2022,] the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company has completed its evaluation of its internal controls and has concluded that the Company's system of internal controls over financial reporting was effective as of December 31, [removed: 2021] [added: 2022] (see page F-2).

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’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.

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Information related to Directors, certain executive officers and certain corporate governance matters (including identification of Audit Committee members and financial expert(s)) is contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of DuPont [removed: De Nemours] [added: de Nemours,] Inc. and is incorporated herein by reference.

Information related to executive compensation and the Company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to beneficial ownership of DuPont de Nemours, Inc. common stock by each Director and all Directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of DuPont de Nemours, Inc. common stock is contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Reportable relationships and related transactions, if any, as well as information relating to director independence are contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and are incorporated herein by reference.

Information with respect to fees and services related to the Company’s independent auditors, PricewaterhouseCoopers LLP, and the disclosure of the Audit Committee’s pre-approval policies and procedures are contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of DuPont and are incorporated herein by reference.

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| (In millions) for the years ended December 31, | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Balance at beginning of period | | | $ | [removed: 32] [added: 28] | | $ | [removed: 2] [added: 32] | | $ | [removed: 1] [added: 2] | |

| Additions charged to expenses | | | [removed: 9] [added: 11] | | | [removed: 31] [added: 6] | | | [removed: —] [added: 30] | | |

| Deductions from reserves1 | | | [removed: (9)] [added: (1)] | | | [removed: (1)] [added: (10)] | | | [removed: 1] [added: —] | | |

| Balance at end of period | | | $ | [removed: 32] [added: 38] | | $ | [removed: 32] [added: 28] | | $ | [removed: 2] [added: 32] | |

| Balance at beginning of period | | | $ | [removed: 4] [added: 6] | | $ | [removed: 21] [added: 3] | | $ | [removed: 24] [added: 7] | |

| Additions charged to expenses | | | [removed: 15] [added: 18] | | | [removed: 5] [added: 34] | | | [removed: 22] [added: 28] | | |

| Deductions from reserves2 | | | [removed: (12)] [added: (20)] | | | [removed: (22)] [added: (31)] | | | [removed: (25)] [added: (32)] | | |

| Balance at end of period | | | $ | [removed: 7] [added: 4] | | $ | [removed: 4] [added: 6] | | $ | [removed: 21] [added: 3] | |

| Deductions from reserves 3 | | | [removed: (69)] [added: (122)] | | | [removed: (30)] [added: (69)] | | | [removed: (50)] [added: (30)] | | |

| | | | EXHIBIT NO. | | | | | | DESCRIPTION | | | [added: | | |]

| | | | [removed: [3.1](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex32.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670021000024/dupont-thirdarcertificateo.htm)] | | | | | | Third Amended and Restated Certificate of Incorporation of DuPont de Nemours, Inc. incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed April 30, 2021. | | | [added: | | |]

| | | | [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex33.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000068/a6thamendedrestatedbylaws1.htm)] | | | | | | [removed: Fifth] [added: Sixth] Amended and Restated Bylaws of DuPont de Nemours, Inc. incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed [removed: April 30, 2021.] [added: October 20, 2022.] | | | [added: | | |]

| | | | [4.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000042/a2020q2descriptionofstoc.htm) | | | | | | Description of Capital Stock incorporated by reference to Exhibit 4.1 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. | | | [added: | | |]

| | | | [4.2](https://www.sec.gov/Archives/edgar/data/1666700/000119312518336561/d622272dex41.htm) | | | | | | Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the DuPont de Nemours. Inc. Current Report on Form 8-K filed on November 28, 2018. | | | [added: | | |]

| | | | [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)[8](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)] | | | | | | 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. | | | [added: | | |]

| | | | [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)] | | | | | | Memorandum of Understanding, dated January 22, 2021, by and among DuPont de Nemours, Inc., Corteva, Inc., E. I. du Pont de Nemours and Company and The Chemours Company, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 22, 2021. | | | [added: | | |]

| | | | [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex21.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)[2](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)†] | | | | | | [added: Tax Matters] Agreement [removed: and Plan of Merger,] dated [removed: December 15, 2019,] [added: February 1, 2021,] by and among DuPont de Nemours Inc., Nutrition & Biosciences, [removed: Inc.,] [added: Inc. and] International Flavors & Fragrances Inc. [removed: and Neptune Merger Sub I Inc.] incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the DuPont de Nemours, Inc. Current Report on Form 8-K filed [removed: December 18, 2019.] [added: February 4, 2021.] | | | [added: | | |]

| | | | [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex22.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)[4](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)†] | | | | | | Separation and Distribution Agreement, [removed: dated] [added: effective] as of [removed: December 15,] [added: April 1,] 2019, by and among [removed: DuPont de Nemours] [added: DowDuPont] Inc., [removed: Nutrition & Biosciences,] [added: Dow] Inc. and [removed: International Flavors & Fragrances] [added: Corteva,] Inc. incorporated by reference to Exhibit [removed: 2.2] [added: 2.1] to the [removed: DuPont de Nemours,] [added: DowDuPont] Inc. Current Report on Form 8-K filed [removed: December 18,] [added: April 2,] 2019. | | | [added: | | |]

| | | | [removed: [10.5](https://www.sec.gov/Archives/edgar/data/1666700/000119312521015364/d59910dex21.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex102.htm)[3](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex102.htm)†] | | | | | | [removed: Amendment No. 1 dated January 22, 2021 to that certain Separation and Distribution Agreement] [added: Intellectual Property Cross-License Agreement,] dated [removed: as of December 15, 2019,] [added: February 1, 2021,] by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and [removed: International Flavors & Fragrances Inc.and Neptune Merger Sub II LLC,] [added: the other parties identified therein] incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] to the DuPont de Nemours, Inc. Current Report on Form 8-K filed [removed: January 25,] [added: February 4,] 2021. | | | [added: | | |]

| | | | [removed: [10.6](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex24.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312522047522/d75019dex21.htm)[7](https://www.sec.gov/Archives/edgar/data/1666700/000119312522047522/d75019dex21.htm)†] | | | | | | [removed: Amendment No. 2 dated February 1, 2021 to that certain Separation and Distribution] [added: Transaction] Agreement [removed: dated December 15, 2019,] by and among DuPont de [removed: Nemours Inc., Nutrition & Biosciences,] [added: Nemours,] Inc., [removed: International Flavors & Fragrances] [added: DuPont E&I Holding,] Inc. and [removed: Neptune Merger Sub II LLC,] [added: Celanese Corporation, dated February 17, 2022†,] incorporated by reference to Exhibit [removed: 2.4] [added: 2.1] to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February [removed: 4, 2021.] [added: 22, 2022.] | | | [added: | | |]

| | | | [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1666700/000119312519316684/d829986dex101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex101.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex101.htm)†] | | | | | | [removed: Employee] [added: Tax] Matters Agreement, [removed: dated December 15,] [added: effective as of April 1,] 2019, by and among [removed: DuPont de Nemours] [added: DowDuPont] Inc., [removed: Nutrition & Biosciences,] [added: Dow] Inc. and [removed: International Flavors & Fragrances] [added: Corteva,] Inc. incorporated by reference to Exhibit 10.1 to the [removed: DuPont de Nemours,] [added: DowDuPont] Inc. Current Report on Form 8-K filed [removed: December 18,] [added: April 2,] 2019. | | | [added: | | |]

| | | | [removed: [10.8](https://www.sec.gov/Archives/edgar/data/1666700/000119312521015364/d59910dex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[6](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)] | | | | | | [removed: Amendment No. 1 dated January 22, 2021 to that certain Employee Matters Agreement, dated December 15, 2019,] [added: Amended and Restated Employment Agreement] by and [removed: among] [added: between] DuPont de [removed: Nemours Inc., Nutrition & Biosciences,] [added: Nemours,] Inc. and [removed: International Flavors & Fragrances Inc.] [added: Edward D. Breen, dated as of December 28, 2019,] incorporated by reference to Exhibit 10.1 to [removed: the] DuPont de Nemours, Inc. Current Report on Form 8-K filed [removed: January 25, 2021.] [added: December 29, 2020.] | | | [added: | | |]

| | | | [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)[6](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] | | | | | | [added: Amended and Restated] Tax Matters [removed: Agreement dated February] [added: Agreement, effective as of June] 1, [removed: 2021,] [added: 2019,] by and among [removed: DuPont de Nemours] [added: DowDuPont] Inc., [removed: Nutrition & Biosciences,] [added: Corteva,] Inc. and [removed: International Flavors & Fragrances Inc.] [added: Dow Inc.,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the DuPont de Nemours, Inc. Current Report on Form 8-K filed [removed: February 4, 2021.] [added: June 3, 2019.] | | | [added: | | |]

| | | | [removed: [10.10](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex102.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex103.htm)[4](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex103.htm)†] | | | | | | Intellectual Property Cross-License Agreement, [removed: dated February] [added: effective as of April] 1, [removed: 2021,] [added: 2019,] by and among [removed: DuPont de Nemours Inc., Nutrition & Biosciences,] [added: DowDuPont] Inc. and [removed: the other parties identified therein] [added: Dow Inc.,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the [removed: DuPont de Nemours,] [added: DowDuPont] Inc. Current Report on Form 8-K filed [removed: February 4, 2021.] [added: April 2, 2019.] | | | [added: | | |]

| | | | [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] | | | | | | [removed: Separation and Distribution] [added: Letter] Agreement, effective as of [removed: April] [added: June] 1, [removed: 2019,] [added: 2019] by and [removed: among DowDuPont Inc., Dow] [added: between DuPont de Nemours,] Inc. and Corteva, [removed: Inc.] [added: Inc.,] incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] to the [removed: DowDuPont] [added: DuPont de Nemours,] Inc. Current Report on Form 8-K filed [removed: April 2,] [added: June 3,] 2019. | | | [added: | | |]

| | | | [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)[9](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] | | | | | | [removed: Tax Matters Agreement,] [added: DuPont Senior Executive Severance Plan,] effective as of [removed: April] [added: June] 1, 2019, [removed: by and among DowDuPont Inc., Dow Inc. and Corteva, Inc.] incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] to the [removed: DowDuPont] [added: DuPont de Nemours,] Inc. Current Report on Form 8-K filed [removed: April 2,] [added: June 3,] 2019. | | | [added: | | |]

| | | | [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)[4](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)] | | | | | | [removed: Intellectual Property Cross-License Agreement,] [added: DuPont Pension Restoration Plan,] effective [removed: as of] June 1, 2019, [removed: by and among DuPont de Nemours, Inc. and Corteva, Inc.,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.9] to [removed: the] DuPont de Nemours, Inc. [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed] [added: 10-Q for the quarter ended] June [removed: 3,] [added: 30,] 2019. | | | [added: | | |]

| | | | [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)] | | | | | | [added: Employment] Letter [removed: Agreement, effective as of June 1, 2019] [added: Agreement] by and between DuPont de Nemours, Inc. and [removed: Corteva, Inc.,] [added: Edward D. Breen, dated as of February 6, 2023,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to [removed: the] DuPont de Nemours, Inc. Current Report on Form 8-K filed [removed: June 3, 2019.] [added: February 7, 2023.] | | | [added: | | |]

| | | | [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)] | | | | | | DuPont [removed: Senior Executive Severance Plan,] [added: Omnibus Incentive Plan] effective [removed: as of] June 1, 2019, incorporated by reference to Exhibit [removed: 10.4] [added: 10.10] to [removed: the] DuPont de Nemours, Inc. [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed] [added: 10-Q for the quarter ended] June [removed: 3,] [added: 30,] 2019. | | | [added: | | |]

| | | | [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)[0](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] | | | | | | DuPont Management Deferred Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.5 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | [added: | | |]

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

| | | | [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)[2](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] | | | | | | DuPont Deferred Variable Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.7 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | [added: | | |]

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

| | | | [removed: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000009/exhibit21123121.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit21123122.htm)] | | | | | | Subsidiaries of the Registrant. | | | [added: | | |]

| | | | [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000009/exhibit231123121.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit23123122.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. | | | [added: | | |]

| | | | [removed: [24](#i8ab5495d33bb4fda99dcf6d5909f3ee8_142)] [added: [24](#id3d38605398c417eb98c537c07fa3724_160)] | | | | | | Power of Attorney (included as part of signature page). | | | [added: | | |]

| | | | [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000009/exhibit311123121.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit311123122.htm)*] | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | [added: | | |]

| | | | [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000009/exhibit312123121.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit312123122.htm)*] | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | [added: | | |]

| | | | [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000009/exhibit321123121.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit321123122.htm)*] | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | [added: | | |]

| Balance at beginning of period | | | $ | 700 | | $ | 617 | | $ | 567 | |

| Additions 3, 4 | | | 125 | | | 152 | | | 80 | | |

| Balance at end of period | | | $ | 703 | | $ | 700 | | $ | 617 | |

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*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.

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

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

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

| Additions 3, 4 | | | 171 | | | 109 | | | 45 | | |

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

Table of Contents

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Table of Contents

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

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

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

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

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

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

| | | | [10.26](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm) | | | | | | Amended and Restated Employment Agreement by and between DuPont de Nemours, Inc. and Edward D. Breen, dated as of December 28, 2019, incorporated by reference to Exhibit 10.1 to DuPont de Nemours, Inc. Current Report on Form 8-K filed December 29, 2020. | | |

| | | | [23.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000009/exhibit232123121.htm) | | | | | | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. | | |

Table of Contents

[removed: Table of Contents][added: [Table](#id3d38605398c417eb98c537c07fa3724_7) [of Contents](#id3d38605398c417eb98c537c07fa3724_7)]

Date: February [removed: 11, 2022][added: 15, 2023]

| | | | /s/ LORI KOCH | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ MICHAEL G. GOSS | | | | | | Vice President and Controller | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

[removed: Table of Contents][added: [Table](#id3d38605398c417eb98c537c07fa3724_7) [of Contents](#id3d38605398c417eb98c537c07fa3724_7)]

| | | | /s/ EDWARD D. BREEN | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ AMY G. BRADY | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ RUBY R. CHANDY | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ TERRENCE R. CURTIN | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ ALEXANDER M. CUTLER | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ ELEUTHERE I. DU PONT | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ LUTHER C. KISSAM | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ FREDERICK M. LOWERY | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ RAYMOND J. MILCHOVICH | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ DEANNA M. MULLIGAN | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

| | | | /s/ STEVEN M. STERIN | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 15, 2023] | | |

[removed: Table of Contents][added: [Table](#id3d38605398c417eb98c537c07fa3724_7) [of Contents](#id3d38605398c417eb98c537c07fa3724_7)]

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#i8ab5495d33bb4fda99dcf6d5909f3ee8_148)] [added: Reporting](#id3d38605398c417eb98c537c07fa3724_169)] | | | [removed: F-[2](#i8ab5495d33bb4fda99dcf6d5909f3ee8_148)] [added: F-[2](#id3d38605398c417eb98c537c07fa3724_169)] | | |

| [removed: [Reports of] [added: [Report](#id3d38605398c417eb98c537c07fa3724_172) [of] Independent Registered Public Accounting [removed: Firms (PCAOB ID](#i8ab5495d33bb4fda99dcf6d5909f3ee8_151) 238 [and](#i8ab5495d33bb4fda99dcf6d5909f3ee8_151) 34[)](#i8ab5495d33bb4fda99dcf6d5909f3ee8_151)] [added: Firm](#id3d38605398c417eb98c537c07fa3724_172) [(PCAOB ID](#id3d38605398c417eb98c537c07fa3724_172) 238[)](#id3d38605398c417eb98c537c07fa3724_172)] | | | [removed: F-[3](#i8ab5495d33bb4fda99dcf6d5909f3ee8_151)] [added: F-[3](#id3d38605398c417eb98c537c07fa3724_172)] | | |

| [Consolidated Statements of Operations for the years ended December [removed: 31, 2021, 2020, and 2019](#i8ab5495d33bb4fda99dcf6d5909f3ee8_157)] [added: 31,](#id3d38605398c417eb98c537c07fa3724_181) [2022,](#id3d38605398c417eb98c537c07fa3724_181) [2021](#id3d38605398c417eb98c537c07fa3724_181) [and](#id3d38605398c417eb98c537c07fa3724_181) [2020](#id3d38605398c417eb98c537c07fa3724_181)] | | | [removed: F-[8](#i8ab5495d33bb4fda99dcf6d5909f3ee8_157)] [added: F-[7](#id3d38605398c417eb98c537c07fa3724_181)] | | |