Shares exchanged in exchange offer (in shares)

[Table of Contents](#i40ca88ef65884b508d3f9e19d0380e84_7)The following table summarizes the major classes of assets and liabilities of the M&M Businesses classified as held for sale presented as discontinued operations at June 30, 2022 and December 31, 2021:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| In millions | June 30, 2022 | December 31, 2021 |
| Assets |  |  |
| Cash and cash equivalents | $ | 29  |  | $ | 39  |  |
| Accounts and notes receivable - net | 631  |  | 552  |  |
| Inventories | 993  |  | 776  |  |
| Other current assets | 57  |  | 59  |  |
| Property, plant and equipment - net | 1,205  |  | 1,213  |  |
| Goodwill | 2,496  |  | 2,597  |  |
| Other intangible assets | 2,152  |  | 2,220  |  |
| Investments and noncurrent receivables | 55  |  | 62  |  |
| Deferred income tax assets | 22  |  | 27  |  |
| Deferred charges and other assets  | 117  |  | 119  |  |
| Total assets of discontinued operations | $ | 7,757  |  | $ | 7,664  |  |
| Liabilities |  |  |
| Accounts payable | $ | 537  |  | $ | 510  |  |
| Income taxes payable | 37  |  | 77  |  |
| Accrued and other current liabilities | 129  |  | 157  |  |
|  |  |  |
| Deferred income tax liabilities | 495  |  | 515  |  |
| Pension and other post employment benefits - noncurrent | 91  |  | 90  |  |
| Other noncurrent liabilities | 53  |  | 64  |  |
| Total liabilities of discontinued operations | $ | 1,342  |  | $ | 1,413  |  |

  
M&M Divestiture to Celanese Transaction AgreementIn accordance with Transaction Agreement, consummation of the transaction is subject to the satisfaction or waiver of certain customary mutual closing conditions, including (i) the absence of an injunction in certain agreed jurisdictions that would prohibit consummation of the Transaction and (ii) the expiration or termination of the required waiting, notice or review periods and approvals or clearances under the Hart-Scott-Rodino Act, as amended, and certain other approvals under non-U.S. regulatory laws, as applicable, including, without limitation, the European Union, China, Brazil, Mexico, South Korea and Turkey. The Transaction Agreement contains certain termination rights, including, among others, for each of DuPont and Celanese, if the Transaction is not consummated on or before February 17, 2023, subject to two extensions of three months each if all closing conditions have been satisfied other than those related to the receipt of regulatory approvals and those to be satisfied at closing.  
N&B TransactionOn February 1, 2021, DuPont completed the separation and distribution of the N&B Business, and merger of N&B, a subsidiary DuPont formed to hold the N&B Business, with a subsidiary of IFF. The distribution was effected through an exchange offer where, on the terms and subject to the conditions of the Exchange Offer, eligible participating DuPont stockholders had the option to tender all, some or none of their shares of common stock, par value $0.01 per share, of DuPont (the “DuPont Common Stock”) for a number of shares of common stock, par value $0.01 per share, of N&B (the “N&B Common Stock”) and which resulted in all shares of N&B Common Stock being distributed to DuPont stockholders that participated in the Exchange Offer. The consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “N&B Merger” and, together with the Exchange Offer, the “N&B Transaction”). The N&B Transaction was subject to IFF shareholder approval, customary regulatory approvals, tax authority rulings including a favorable private letter ruling from the U.S. Internal Revenue Service which confirms the N&B Transaction to be free of U.S. federal income tax, and expiration of the public exchange offer. DuPont does not have an ownership interest in IFF as a result of the N&B Transaction.   
In the Exchange Offer, DuPont accepted approximately 197.4 million shares of its common stock in exchange for about 141.7 million shares of N&B Common Stock as of the date of the N&B Transaction. As a result, DuPont reduced its common stock outstanding by 197.4 million shares of DuPont Common Stock. In the N&B Merger, each share of N&B Common Stock was automatically converted into the right to receive one share of IFF common stock, par value $0.125 per share, based on the terms of the N&B Merger Agreement.   
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