UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,September 30, 2023

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38196

DUPONT DE NEMOURS, INC.
(Exact name of registrant as specified in its charter)
Delaware81-1224539
State or other jurisdiction of incorporation or organization(I.R.S. Employer Identification No.)
974 Centre RoadBuilding 730WilmingtonDelaware19805
(Address of Principal Executive Offices)(Zip Code)

(302) 774-3034295-5783
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDDNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
                                                 Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
                                 Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated filer¨
Non-accelerated filer¨Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

The registrant had 459,016,772430,042,492 shares of common stock, $0.01 par value, outstanding at May 1,October 31, 2023.


Table of Contents
DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q
For the quarterly period ended March 31,September 30, 2023

TABLE OF CONTENTS

PAGE
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 4.
Item 5.
Item 6.

3


Table of Contents
DuPont de Nemours, Inc.

DuPontTM and all products, unless otherwise noted, denoted with TM, SM or ® are trademarks, service marks or registered trademarks of affiliates of DuPont de Nemours, Inc.

FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," and similar expressions and variations or negatives of these words. Capitalized terms used in this section but not defined below have the meanings assigned in the Notes to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future results. 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) risks and uncertainties related to the possibility that the Company may fail to realize the anticipated benefitssettlement agreement concerning PFAS liabilities reached June 2023 with plaintiff water utilities by Chemours, Corteva, EIDP and DuPont, including timing of the $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, divestitures, and other portfolio changescourt approval and the impactlevel of changes in relevant tax and other laws; (iii) indemnification of certain legacy liabilities; (iv)opt-outs from the settlement; (ii) 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;Chemours, including 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; (iii) ability to achieve anticipated tax treatments in connection with mergers, acquisitions, divestitures and other portfolio changes actions and impact of changes in relevant tax and other laws; (iv) indemnification of certain legacy liabilities; (v) failure to timely close on anticipated 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 changes, including the acquisition of Spectrum;management, productivity and infrastructure actions; (vi) risks and uncertainties, including increased costs and the ability to obtain raw materials related to operational and supply chain impacts or disruptions, which may resultmeet customer needs from, among other events, pandemics and responsive actions,actions; timing and recovery from demand declinedeclines in consumer-facing markets, including in China,China; adverse changes in worldwide economic, political, regulatory, international trade, geopolitical, capital markets and geo-politicalother external conditions; and other factors beyond the Company's control, including inflation, recession, military conflicts, natural and other disasters or weather related events;events, that impact the operations of the Company, its customers and/or suppliers; (vii) ability to offset increases in cost of inputs, including raw materials, energy and logistics; (viii) risks associated with demand and market conditions in the semiconductor industry and associated end markets, including from continuing or expanding trade disputes or restrictions, including on exports to China of U.S.-regulated products and technology impacting the semiconductor business;technology; (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 DuPont’s most recent annual report and subsequent current and periodic reports filed with the U.S. Securities and Exchange Commission. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business or supply chain disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
4


Table of Contents
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
DuPont de Nemours, Inc.
Consolidated Statements of Operations

Three Months Ended March 31,Three Months Ended
September 30,
Nine Months Ended
September 30,
In millions, except per share amounts (Unaudited)In millions, except per share amounts (Unaudited)20232022In millions, except per share amounts (Unaudited)2023202220232022
Net salesNet sales$3,018 $3,274 Net sales$3,058 $3,317 $9,170 $9,913 
Cost of salesCost of sales1,983 2,110 Cost of sales1,954 2,095 5,967 6,354 
Research and development expensesResearch and development expenses127 143 Research and development expenses128 129 380 413 
Selling, general and administrative expensesSelling, general and administrative expenses340 389 Selling, general and administrative expenses360 356 1,058 1,130 
Amortization of intangiblesAmortization of intangibles147 153 Amortization of intangibles155 146 448 447 
Restructuring and asset related charges - netRestructuring and asset related charges - net14 101 Restructuring and asset related charges - net— 39 101 
Acquisition, integration and separation costsAcquisition, integration and separation costs— Acquisition, integration and separation costs15 28 
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates15 26 Equity in earnings of nonconsolidated affiliates11 16 40 62 
Sundry income (expense) - netSundry income (expense) - net29 Sundry income (expense) - net55 26 112 123 
Interest expenseInterest expense95 120 Interest expense102 128 295 370 
Income from continuing operations before income taxesIncome from continuing operations before income taxes356 279 Income from continuing operations before income taxes$408 $498 $1,120 $1,255 
Provision for income taxes on continuing operationsProvision for income taxes on continuing operations83 47 Provision for income taxes on continuing operations117 139 287 299 
Income from continuing operations, net of taxIncome from continuing operations, net of tax273 232 Income from continuing operations, net of tax$291 $359 $833 $956 
(Loss) income from discontinued operations, net of tax(8)276 
Income (loss) from discontinued operations, net of taxIncome (loss) from discontinued operations, net of tax37 17 (357)723 
Net incomeNet income265 508 Net income$328 $376 $476 $1,679 
Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests20 Net income attributable to noncontrolling interests31 37 
Net income available for DuPont common stockholdersNet income available for DuPont common stockholders$257 $488 Net income available for DuPont common stockholders$319 $367 $445 $1,642 
Per common share data:Per common share data:Per common share data:
Earnings per common share from continuing operations - basicEarnings per common share from continuing operations - basic$0.58 $0.42 Earnings per common share from continuing operations - basic$0.62 $0.69 $1.76 $1.81 
(Loss) earnings per common share from discontinued operations - basic(0.02)0.54 
Earnings (loss) per common share from discontinued operations - basicEarnings (loss) per common share from discontinued operations - basic0.08 0.05 (0.78)1.44 
Earnings per common share - basicEarnings per common share - basic$0.56 $0.95 Earnings per common share - basic$0.71 $0.73 $0.97 $3.25 
Earnings per common share from continuing operations - dilutedEarnings per common share from continuing operations - diluted$0.58 $0.42 Earnings per common share from continuing operations - diluted$0.62 $0.69 $1.75 $1.80 
(Loss) earnings per common share from discontinued operations - diluted(0.02)0.53 
Earnings (loss) per common share from discontinued operations - dilutedEarnings (loss) per common share from discontinued operations - diluted0.08 0.05 (0.78)1.44 
Earnings per common share - dilutedEarnings per common share - diluted$0.56 $0.95 Earnings per common share - diluted$0.70 $0.73 $0.97 $3.24 
Weighted-average common shares outstanding - basicWeighted-average common shares outstanding - basic458.8 512.0 Weighted-average common shares outstanding - basic451.7 499.4 456.5 505.6 
Weighted-average common shares outstanding - dilutedWeighted-average common shares outstanding - diluted460.2 513.8 Weighted-average common shares outstanding - diluted453.4 500.4 457.8 506.9 
See Notes to the Consolidated Financial Statements.
5



DuPont de Nemours, Inc.
Consolidated Statements of Comprehensive Income
Three Months Ended March 31,Three Months Ended
September 30,
Nine Months Ended
September 30,
In millions (Unaudited)In millions (Unaudited)20232022In millions (Unaudited)2023202220232022
Net incomeNet income$265 $508 Net income$328 $376 $476 $1,679 
Other comprehensive income (loss), net of tax
Other comprehensive (loss) income, net of taxOther comprehensive (loss) income, net of tax
Cumulative translation adjustmentsCumulative translation adjustments82 (272)Cumulative translation adjustments(268)(837)(345)(1,802)
Pension and other post-employment benefit plansPension and other post-employment benefit plans(4)(7)Pension and other post-employment benefit plans(3)29 (13)21 
Derivative instrumentsDerivative instruments(3)11 Derivative instruments42 (12)109 
Total other comprehensive income (loss)75 (268)
Comprehensive income340 240 
Total other comprehensive lossTotal other comprehensive loss$(262)$(766)$(370)$(1,672)
Comprehensive income (loss)Comprehensive income (loss)$66 $(390)$106 $
Comprehensive income attributable to noncontrolling interests, net of taxComprehensive income attributable to noncontrolling interests, net of tax13 Comprehensive income attributable to noncontrolling interests, net of tax18 
Comprehensive income attributable to DuPont$331 $227 
Comprehensive income (loss) attributable to DuPontComprehensive income (loss) attributable to DuPont$61 $(391)$88 $(2)
See Notes to the Consolidated Financial Statements.
6



DuPont de Nemours, Inc.
Condensed Consolidated Balance Sheets

In millions, except share amounts (Unaudited)In millions, except share amounts (Unaudited)March 31, 2023December 31, 2022In millions, except share amounts (Unaudited)September 30, 2023December 31, 2022
AssetsAssetsAssets
Current AssetsCurrent AssetsCurrent Assets
Cash and cash equivalentsCash and cash equivalents$3,525 $3,662 Cash and cash equivalents$1,338 $3,662 
Marketable securitiesMarketable securities1,319 1,302 Marketable securities— 1,302 
Restricted cash and cash equivalentsRestricted cash and cash equivalents409 
Accounts and notes receivable - netAccounts and notes receivable - net2,438 2,518 Accounts and notes receivable - net2,399 2,518 
InventoriesInventories2,443 2,329 Inventories2,279 2,329 
Prepaid and other current assetsPrepaid and other current assets157 168 Prepaid and other current assets196 161 
Assets of discontinued operationsAssets of discontinued operations1,318 1,291 Assets of discontinued operations1,314 1,291 
Total current assetsTotal current assets11,200 11,270 Total current assets$7,935 $11,270 
Property, plant and equipment - net of accumulated depreciation (March 31, 2023 - $4,574; December 31, 2022 - $4,448)5,738 5,731 
Property, plant and equipment - net of accumulated depreciation (September 30, 2023 - $4,711; December 31, 2022 - $4,448)Property, plant and equipment - net of accumulated depreciation (September 30, 2023 - $4,711; December 31, 2022 - $4,448)5,756 5,731 
Other AssetsOther AssetsOther Assets
GoodwillGoodwill16,703 16,663 Goodwill17,251 16,663 
Other intangible assetsOther intangible assets5,366 5,495 Other intangible assets6,038 5,495 
Restricted cash and cash equivalents104 103 
Restricted cash and cash equivalents - noncurrentRestricted cash and cash equivalents - noncurrent— 103 
Investments and noncurrent receivablesInvestments and noncurrent receivables744 733 Investments and noncurrent receivables751 733 
Deferred income tax assetsDeferred income tax assets112 109 Deferred income tax assets103 109 
Deferred charges and other assetsDeferred charges and other assets1,241 1,251 Deferred charges and other assets1,299 1,251 
Total other assetsTotal other assets24,270 24,354 Total other assets$25,442 $24,354 
Total AssetsTotal Assets$41,208 $41,355 Total Assets$39,133 $41,355 
Liabilities and EquityLiabilities and EquityLiabilities and Equity
Current LiabilitiesCurrent LiabilitiesCurrent Liabilities
Short-term borrowingsShort-term borrowings$300 $300 Short-term borrowings$475 $300 
Accounts payableAccounts payable1,921 2,103 Accounts payable1,685 2,103 
Income taxes payableIncome taxes payable186 233 Income taxes payable119 233 
Accrued and other current liabilitiesAccrued and other current liabilities863 951 Accrued and other current liabilities1,272 951 
Liabilities of discontinued operationsLiabilities of discontinued operations136 146 Liabilities of discontinued operations137 146 
Total current liabilitiesTotal current liabilities3,406 3,733 Total current liabilities$3,688 $3,733 
Long-Term DebtLong-Term Debt7,807 7,774 Long-Term Debt7,740 7,774 
Other Noncurrent LiabilitiesOther Noncurrent LiabilitiesOther Noncurrent Liabilities
Deferred income tax liabilitiesDeferred income tax liabilities1,145 1,158 Deferred income tax liabilities1,326 1,158 
Pension and other post-employment benefits - noncurrentPension and other post-employment benefits - noncurrent527 522 Pension and other post-employment benefits - noncurrent511 522 
Other noncurrent obligationsOther noncurrent obligations1,162 1,151 Other noncurrent obligations1,241 1,151 
Total other noncurrent liabilitiesTotal other noncurrent liabilities2,834 2,831 Total other noncurrent liabilities$3,078 $2,831 
Total LiabilitiesTotal Liabilities14,047 14,338 Total Liabilities$14,506 $14,338 
Commitments and contingent liabilitiesCommitments and contingent liabilitiesCommitments and contingent liabilities
Stockholders' EquityStockholders' EquityStockholders' Equity
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2023: 459,016,898 shares; 2022: 458,124,262 shares)
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2023: 430,011,698 shares; 2022: 458,124,262 shares)Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2023: 430,011,698 shares; 2022: 458,124,262 shares)
Additional paid-in capitalAdditional paid-in capital48,256 48,420 Additional paid-in capital48,190 48,420 
Accumulated deficitAccumulated deficit(20,807)(21,065)Accumulated deficit(22,854)(21,065)
Accumulated other comprehensive lossAccumulated other comprehensive loss(717)(791)Accumulated other comprehensive loss(1,148)(791)
Total DuPont stockholders' equityTotal DuPont stockholders' equity26,737 26,569 Total DuPont stockholders' equity$24,192 $26,569 
Noncontrolling interestsNoncontrolling interests424 448 Noncontrolling interests435 448 
Total equityTotal equity27,161 27,017 Total equity$24,627 $27,017 
Total Liabilities and EquityTotal Liabilities and Equity$41,208 $41,355 Total Liabilities and Equity$39,133 $41,355 
See Notes to the Consolidated Financial Statements.
7



DuPont de Nemours, Inc.
Consolidated Statements of Cash Flows

Three Months Ended March 31,Nine Months Ended September 30,
In millions (Unaudited)In millions (Unaudited)20232022In millions (Unaudited)20232022
Operating ActivitiesOperating ActivitiesOperating Activities
Net incomeNet income$265 $508 Net income$476 $1,679 
(Loss) income from discontinued operations(Loss) income from discontinued operations(357)723 
Net income from continuing operationsNet income from continuing operations$833 $956 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortizationDepreciation and amortization277 342 Depreciation and amortization853 861 
Credit for deferred income tax and other tax related itemsCredit for deferred income tax and other tax related items(9)(252)Credit for deferred income tax and other tax related items(40)(124)
Earnings of nonconsolidated affiliates (in excess of) less than dividends received(10)18 
Net periodic benefit costs (credits)(1)
Earnings of nonconsolidated affiliates in excess of dividends receivedEarnings of nonconsolidated affiliates in excess of dividends received(13)(11)
Net periodic benefit costsNet periodic benefit costs23 
Periodic benefit plan contributionsPeriodic benefit plan contributions(21)(20)Periodic benefit plan contributions(49)(44)
Net (gain) loss on sales and split-offs of assets, businesses and investments(19)
Net gain on sales of assets, businesses and investmentsNet gain on sales of assets, businesses and investments(8)(75)
Restructuring and asset related charges - netRestructuring and asset related charges - net14 101 Restructuring and asset related charges - net39 101 
Other net lossOther net loss28 24 Other net loss72 12 
Changes in assets and liabilities, net of effects of acquired and divested companies:Changes in assets and liabilities, net of effects of acquired and divested companies:Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivableAccounts and notes receivable48 (254)Accounts and notes receivable100 (232)
InventoriesInventories(133)(277)Inventories57 (318)
Accounts payableAccounts payable(52)304 Accounts payable(191)32 
Other assets and liabilities, netOther assets and liabilities, net(53)(287)Other assets and liabilities, net(131)(95)
Cash provided by operating activities343 209 
Cash provided by operating activities - continuing operationsCash provided by operating activities - continuing operations$1,545 $1,064 
Investing ActivitiesInvesting ActivitiesInvesting Activities
Capital expendituresCapital expenditures(241)(251)Capital expenditures(474)(502)
Proceeds from sales of property and businesses, net of cash divestedProceeds from sales of property and businesses, net of cash divested— 15 Proceeds from sales of property and businesses, net of cash divested16 364 
Acquisitions of property and businesses, net of cash acquiredAcquisitions of property and businesses, net of cash acquired— Acquisitions of property and businesses, net of cash acquired(1,761)
Purchases of investmentsPurchases of investments(17)— Purchases of investments(32)(15)
Proceeds from sales and maturities of investmentsProceeds from sales and maturities of investments1,334 15 
Other investing activities, netOther investing activities, net(1)Other investing activities, net(2)
Cash used for investing activities(259)(229)
Cash used for investing activities - continuing operationsCash used for investing activities - continuing operations$(919)$(129)
Financing ActivitiesFinancing ActivitiesFinancing Activities
Changes in short-term borrowingsChanges in short-term borrowings— 254 Changes in short-term borrowings175 1,137 
Proceeds from credit facilityProceeds from credit facility— 600 
Repayments of credit facilityRepayments of credit facility— (600)
Purchases of common stockPurchases of common stock— (375)Purchases of common stock(2,000)(1,125)
Proceeds from issuance of Company stockProceeds from issuance of Company stock12 83 Proceeds from issuance of Company stock22 83 
Employee taxes paid for share-based payment arrangementsEmployee taxes paid for share-based payment arrangements(26)(22)Employee taxes paid for share-based payment arrangements(25)(25)
Distributions to noncontrolling interestsDistributions to noncontrolling interests(34)(18)Distributions to noncontrolling interests(34)(27)
Dividends paid to stockholdersDividends paid to stockholders(165)(169)Dividends paid to stockholders(495)(500)
Cash transferred to IFF and subsequent adjustments— (11)
Cash used for financing activities(213)(258)
Other financing activities, netOther financing activities, net(2)(4)
Cash used for financing activities - continuing operationsCash used for financing activities - continuing operations$(2,359)$(461)
Cash Flows from Discontinued OperationsCash Flows from Discontinued Operations
Cash used for operations - discontinued operationsCash used for operations - discontinued operations(176)(350)
Cash used for investing activities - discontinued operationsCash used for investing activities - discontinued operations(60)(56)
Cash used for financing activities - discontinued operationsCash used for financing activities - discontinued operations— (19)
Cash used in discontinued operationsCash used in discontinued operations$(236)$(425)
Effect of exchange rate changes on cash, cash equivalents and restricted cashEffect of exchange rate changes on cash, cash equivalents and restricted cash(7)(25)Effect of exchange rate changes on cash, cash equivalents and restricted cash(56)(191)
Decrease in cash, cash equivalents and restricted cashDecrease in cash, cash equivalents and restricted cash(136)(303)Decrease in cash, cash equivalents and restricted cash$(2,025)$(142)
Cash, cash equivalents and restricted cash from continuing operations, beginning of periodCash, cash equivalents and restricted cash from continuing operations, beginning of period3,772 2,037 Cash, cash equivalents and restricted cash from continuing operations, beginning of period3,772 2,037 
Cash, cash equivalents and restricted cash from discontinued operations, beginning of periodCash, cash equivalents and restricted cash from discontinued operations, beginning of period— 39 Cash, cash equivalents and restricted cash from discontinued operations, beginning of period— 39 
Cash, cash equivalents and restricted cash at beginning of periodCash, cash equivalents and restricted cash at beginning of period3,772 2,076 Cash, cash equivalents and restricted cash at beginning of period$3,772 $2,076 
Cash, cash equivalents and restricted cash from continuing operations, end of periodCash, cash equivalents and restricted cash from continuing operations, end of period3,636 1,734 Cash, cash equivalents and restricted cash from continuing operations, end of period1,747 1,896 
Cash, cash equivalents and restricted cash from discontinued operations, end of periodCash, cash equivalents and restricted cash from discontinued operations, end of period— 39 Cash, cash equivalents and restricted cash from discontinued operations, end of period— 38 
Cash, cash equivalents and restricted cash at end of periodCash, cash equivalents and restricted cash at end of period$3,636 $1,773 Cash, cash equivalents and restricted cash at end of period$1,747 $1,934 
See Notes to the Consolidated Financial Statements.
8


DuPont de Nemours, Inc.
Consolidated Statements of Equity
For the threenine months ended March 31,September 30, 2023 and 2022
In millions (Unaudited)In millions (Unaudited)Common StockAdditional Paid-in CapitalRetained Earnings
(Accumulated Deficit)
Accumulated Other Comp LossTreasury StockNon-controlling InterestsTotal EquityIn millions (Unaudited)Common StockAdditional Paid-in CapitalRetained Earnings
(Accumulated Deficit)
Accumulated Other Comp LossTreasury StockNon-controlling InterestsTotal Equity
Balance at December 31, 2021Balance at December 31, 2021$$49,574 $(23,187)$41 $— $617 $27,050 Balance at December 31, 2021$$49,574 $(23,187)$41 $— $617 $27,050 
Net incomeNet income— — 488 — — 20 508 Net income— — 1,642 — — 37 1,679 
Other comprehensive lossOther comprehensive loss— — — (261)— (7)(268)Other comprehensive loss— — — (1,644)— (28)(1,672)
Dividends ($0.33 per common share)— (169)— — — — (169)
Dividends ($0.99 per common share)Dividends ($0.99 per common share)— (500)— — — — (500)
Common stock issued/soldCommon stock issued/sold— 83 — — — — 83 Common stock issued/sold— 83 — — — — 83 
Stock-based compensationStock-based compensation— (1)— — — — (1)Stock-based compensation— 42 — — — — 42 
Contributions from non-controlling interestsContributions from non-controlling interests— — — — — Contributions from non-controlling interests— — — — — 
Distributions to non-controlling interestsDistributions to non-controlling interests— — — — — (18)(18)Distributions to non-controlling interests— — — — — (35)(35)
Purchases of treasury stockPurchases of treasury stock— — — — (375)— (375)Purchases of treasury stock— — — — (1,125)— (1,125)
Retirement of treasury stockRetirement of treasury stock— — (375)— 375 — — Retirement of treasury stock— — (1,125)— 1,125 — — 
OtherOther— — (22)— (21)Other— — (22)— — (21)
Balance at March 31, 2022$$49,487 $(23,096)$(220)$— $615 $26,791 
Balance at September 30, 2022Balance at September 30, 2022$$49,199 $(22,692)$(1,603)$— $594 $25,503 
Balance at December 31, 2022Balance at December 31, 2022$$48,420 $(21,065)$(791)$— $448 $27,017 Balance at December 31, 2022$$48,420 $(21,065)$(791)$— $448 $27,017 
Net incomeNet income— — 257 — — 265 Net income— — 445 — — 31 476 
Other comprehensive income— — — 74 — 75 
Dividends ($0.36 per common share)— (165)— — — — (165)
Other comprehensive lossOther comprehensive loss— — — (357)— (13)(370)
Dividends ($1.08 per common share)Dividends ($1.08 per common share)— (495)— — — — (495)
Common stock issued/soldCommon stock issued/sold— 12 — — — — 12 Common stock issued/sold— 22 — — — — 22 
Stock-based compensationStock-based compensation— (9)— — — — (9)Stock-based compensation— 32 — — — — 32 
Distributions to non-controlling interestsDistributions to non-controlling interests— — — — — (34)(34)Distributions to non-controlling interests— — — — — (34)(34)
Purchases of treasury stockPurchases of treasury stock— — — — (1,600)— (1,600)
Excise tax on purchases of treasury stockExcise tax on purchases of treasury stock— — (22)— — — (22)
Retirement of treasury stockRetirement of treasury stock(1)— (2,212)— 2,213 — — 
Forward contracts for share repurchaseForward contracts for share repurchase— (400)— — — — (400)
Settlement of forward contracts for share repurchaseSettlement of forward contracts for share repurchase— 613 — — (613)— — 
OtherOther— (2)— — — Other— (2)— — — 
Balance at March 31, 2023$$48,256 $(20,807)$(717)$— $424 $27,161 
Balance at September 30, 2023Balance at September 30, 2023$$48,190 $(22,854)$(1,148)$— $435 $24,627 
See Notes to the Consolidated Financial Statements.

9



DuPont de Nemours, Inc.
Consolidated Statements of Equity
For the three months ended September 30, 2023 and 2022


In millions (Unaudited)Common StockAdditional Paid-in CapitalRetained Earnings
(Accumulated Deficit)
Accumulated Other Comp LossTreasury StockNon-controlling InterestsTotal Equity
Balance at June 30, 2022$$49,176 $(22,808)$(845)$— $609 $26,137 
Net income— — 367 — — 376 
Other comprehensive loss— — — (758)— (8)(766)
Stock-based compensation— 23 — — — — 23 
Distributions to non-controlling interests— — — — — (15)(15)
Purchases of treasury stock— — — — (250)— (250)
Retirement of treasury stock— — (250)— 250 — — 
Other— — (1)— — (1)(2)
Balance at September 30, 2022$$49,199 $(22,692)$(1,603)$— $594 $25,503 
Balance at June 30, 2023$$47,946 $(20,938)$(890)$— $430 $26,553 
Net income— — 319 — — 328 
Other comprehensive loss— — — (258)— (4)(262)
Common stock issued/sold— 10 — — — — 10 
Stock-based compensation— 22 — — — — 22 
Purchases of treasury stock— — — — (1,600)— (1,600)
Excise tax on purchases of treasury stock— — (22)— — — (22)
Retirement of treasury stock(1)— (2,212)— 2,213 — — 
Forward contracts for share repurchase— (400)— — — — (400)
Settlement of forward contracts for share repurchase— 613 — — (613)— — 
Other— (1)(1)— — — (2)
Balance at September 30, 2023$$48,190 $(22,854)$(1,148)$— $435 $24,627 
See Notes to the Consolidated Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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NoteNotePageNotePage
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555
666
777
888
999
101010
111111
121212
131313
141414
151515
161616
171717
181818
191919
202020
212121
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In these notes, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries. The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the interim statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the full year. These interim Consolidated Financial Statements should also be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, collectively referred to as the "2022 Annual Report." The interim Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained.

Beginning in the second quarter of 2023, the Company has segregated the cash flows from discontinued operations from the cash flows from continuing operations in accordance with ASC 230, Statement of Cash Flows. The interim Consolidated Statements of Cash Flows have been recast for all periods to reflect the change in presentation.

M&M Transaction
On November 1, 2022, DuPont completed the divestiture of the majority of its historical Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”), to Celanese Corporation (“Celanese”). The divestiture was pursuant to the Transaction Agreement (the "Transaction Agreement") with Celanese entered on February 17, 2022 and announced on February 18, 2022. The Company also announced on February 18, 2022, that its Board of Directors approved the divestiture of the Delrin® acetal homopolymer (H-POM) business (the “Delrin® Divestiture”), subject to entry into a definitive agreement and satisfaction of customary closing conditions, (the Delrin® Divestitureand together with the M&M Divestiture, collectively the "M&M Divestitures” and the businesses in scope of the M&M Divestitures collectively the "M&M Businesses"). As of March 31, 2023, the Company anticipates a closing date for the sale of Delrin® by the end of 2023. The Company determined that the M&M Businesses met the criteria to be classified as held for sale and that the sale represents a strategic shift that has a major effect on the Company’s operations and results. On November 1, 2023, DuPont completed the previously announced divestiture of 80.1 percent ownership interest in the Delrin® business to TJC LP ("TJC"). Refer to Note 22 – Subsequent Events for additional information.

The financial position of DuPont as of March 31,September 30, 2023 and December 31, 2022, present the businesses to be divested as part of the Delrin® Divestiture, as discontinued operations. The results of operations for the three and nine months ended March 31,September 30, 2023, present the financial results of Delrin® as discontinued operations. The results of operations for the three and nine months ended March 31,September 30, 2022, present the financial results of the M&M Businesses as discontinued operations. TheFor the nine months ended September 30, 2023, the interim Consolidated Statements of Cash Flows present the cash flows andof the Delrin® Divestiture as discontinued operations. The interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2022, present the cash flows from the M&M Businesses as discontinued operations. The comprehensive income of the M&M Businesses havehas not been segregated and areis included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income respectively, for all periods presented. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the M&M Businesses. See Note 34 for more information.


NOTE 2 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In September 2022, the FASB issued Accounting Standards Update No. 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") to enhance transparency about the use of supplier finance programs. The new guidance requires that a buyer in a supplier finance program provides additional qualitative and quantitative disclosures about its program including the nature of the program, activity during the period, changes from period to period, and the potential magnitude of the program. The amendments in ASU 2022-04 are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the amendment on rollforward information which is effective prospectively for fiscal years beginning after December 15, 2023.

The Company implemented the new disclosures, other than the rollforward information, as required in the first quarter of 2023. The disclosures around rollforward information will be implemented as required for the year-ended December 31, 2024. See Note 1213 for more information.


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NOTE 3 - ACQUISITIONS AND
Spectrum Acquisition
On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”). Spectrum manufactures flexible packaging products, plastic and silicone extrusions, and components for the industrial, food and medical business sectors throughout the United States and international markets. Spectrum is part of the Electronics & Industrial segment. The net purchase price was approximately $1,792 million, including a net upward adjustment of approximately $43.1 million for acquired cash and net working capital, among other items. The Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date.

The table below presents the provisional fair values allocated to the assets acquired and liabilities assumed. The purchase accounting and purchase price allocation for Spectrum are substantially complete. However, the Company continues to refine the preliminary valuation of certain acquired assets and liabilities, including income tax related amounts, which could impact the amount of residual goodwill recorded. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the acquisition. Final determination of the fair values may result in further adjustments to the values presented in the following table:

Spectrum Assets Acquired and Liabilities Assumed on August 1, 2023
(In millions)
Fair Value of Assets Acquired
Cash and cash equivalents$31 
Accounts and notes receivable68 
Inventories52 
Property, plant and equipment125 
Other intangible assets1,032 
Deferred charges and other assets34 
Total Assets Acquired$1,342 
Fair value of liabilities assumed
Accounts payable$21 
Accrued and other current liabilities17 
Deferred income tax liabilities206 
Other noncurrent liabilities37 
Total Liabilities Assumed$281 
Goodwill731 
Total Consideration$1,792 

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

Other Intangible Assets
Other intangible assets with definite lives include acquired customer-related intangible assets of $888 million, developed technology of $126 million and trademark/tradename of $18 million. Acquired customer-related intangible assets, developed technology, and trademark/tradename have useful lives of 20 years, 15 years, and 5 years, respectively. The preliminary customer-related intangible assets' fair value was determined using the multi-period excess earnings method while the preliminary developed technology and trademark/tradename fair values were determined utilizing the relief from royalty method.

Goodwill
The excess of the consideration for Spectrum over the preliminary net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $731 million of goodwill, which has been assigned to the Electronics & Industrial segment. Goodwill is primarily attributable to the optimization of the combined Electronics & Industrial segment and Spectrum businesses’ global activities across sales and manufacturing, as well as expected future customer relationships. Spectrum goodwill will not be deductible for U.S. tax purposes.

Total Spectrum sales included in the interim Consolidated Statements of Operations for both the three and nine months ended September 30, 2023 were $77 million.The Company evaluated the disclosure requirements under ASC 805, Business Combinations and determined Spectrum was not considered a material business combination for purposes of disclosing either the earnings of Spectrum since the date of acquisition or supplemental pro forma information.
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Table of Contents
Acquisition, Integration and Separation Costs
"Acquisition, integration and separation costs" within the interim Consolidated Statements of Operations primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees. The Company recorded $9 million and $7 million in costs for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded costs of $15 million and $28 million, respectively. For the three and nine months ended September 30, 2023, these costs were primarily associated with the Spectrum Acquisition. Comparatively, for the three and nine months ended September 30, 2022, these costs were primarily associated with the divestiture of the Biomaterials business unit and the costs related to the terminated agreement to acquire the outstanding shares of Rogers Corporation, ("Terminated Intended Rogers Acquisition").

Separation costs associated with the M&M Businesses of $40 million and $135 million for the three months ended September 30, 2023 and 2022, respectively, and $140 million and $357 million for the nine months ended September 30, 2023 and 2022, respectively, are reported within discontinued operations. See Note 4 for more information.


NOTE 4 - DIVESTITURES
Mobility & Materials Divestitures
On November 1, 2023, DuPont completed the previously announced divestiture of 80.1 percent ownership interest in the Delrin® business to TJC LP ("TJC"). Refer to Note 22 – Subsequent Events for additional information.

The results of operations for the three and nine months ended March 31,September 30, 2023, representsrepresent the Delrin® business comparatively, at March 31,for the three and nine months ended September 30, 2022, the results of operations are related to boththe M&M Businesses. The following table summarizes the results of operations of the M&M Businesses which are presented as discontinued operations as summarized below:
Three Months Ended March 31,Three Months Ended
September 30,
Nine Months Ended
September 30,
In millionsIn millions20232022In millions2023202220232022
Net salesNet sales$147 $1,042 Net sales$133 $988 $422 $3,100 
Cost of salesCost of sales84 782 Cost of sales93 771 269 2,357 
Research and development expensesResearch and development expenses15 Research and development expenses12 41 
Selling, general and administrative expensesSelling, general and administrative expenses— 51 Selling, general and administrative expenses— 25 110 
Amortization of intangiblesAmortization of intangibles— 28 Amortization of intangibles— — — 28 
Acquisition, integration and separation costs 1
Acquisition, integration and separation costs 1
54 96 
Acquisition, integration and separation costs 1
40 135 140 357 
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates— (1)Equity in earnings of nonconsolidated affiliates— (5)(7)
Sundry income (expense) - netSundry income (expense) - net— Sundry income (expense) - net— 
Income from discontinued operations before income taxesIncome from discontinued operations before income taxes10 69 Income from discontinued operations before income taxes$$47 $17 $200 
Provision for (Benefit from) income taxes on discontinued operations(219)
(Benefit from) provision for income taxes on discontinued operations(Benefit from) provision for income taxes on discontinued operations(14)21 (7)(607)
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax288 Income from discontinued operations, net of tax$16 $26 $24 $807 
Net income from discontinued operations attributable to noncontrolling interests— 
Net loss from discontinued operations attributable to noncontrolling interestsNet loss from discontinued operations attributable to noncontrolling interests— (7)— (5)
Gain on sale, net of tax 2
Gain on sale, net of tax 2
$24 $— 
Gain on sale, net of tax 2
$33 $— $55 $— 
Income from discontinued operations attributable to DuPont stockholders, net of taxIncome from discontinued operations attributable to DuPont stockholders, net of tax$28 $286 Income from discontinued operations attributable to DuPont stockholders, net of tax$49 $33 $79 $812 
1. Balance includesIncludes costs related to the M&M Divestitures for both periods presented.
2. BalanceGain includes purchase price adjustments for estimated assets sold withrelated to the M&M Divestiture.

The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the M&M Businesses:
Three Months Ended March 31,
In millions20232022
Depreciation and amortization$— $45 
Capital expenditures 1
$10 $27 
1.Total capital expenditures are presented on a cash basis.

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The following table summarizes the major classes of assets and liabilities which represent only those related to Delrin®, classified as held for sale presented as discontinued operations at March 31,September 30, 2023 and December 31, 2022:
In millionsIn millionsMarch 31, 2023December 31, 2022In millionsSeptember 30, 2023December 31, 2022
AssetsAssetsAssets
Accounts and notes receivable - netAccounts and notes receivable - net$86 $75 Accounts and notes receivable - net$71 $75 
InventoriesInventories121 104 Inventories113 104 
Other current assetsOther current assetsOther current assets
Property, plant and equipment - netProperty, plant and equipment - net259 256 Property, plant and equipment - net274 256 
GoodwillGoodwill405 405 Goodwill405 405 
Other intangible assetsOther intangible assets341 338 Other intangible assets344 338 
Deferred income tax assetsDeferred income tax assets26 36 Deferred income tax assets23 36 
Deferred charges and other assetsDeferred charges and other assets74 71 Deferred charges and other assets78 71 
Total assets of discontinued operationsTotal assets of discontinued operations$1,318 $1,291 Total assets of discontinued operations$1,314 $1,291 
LiabilitiesLiabilitiesLiabilities
Accounts payableAccounts payable$69 $78 Accounts payable$62 $78 
Income taxes payableIncome taxes payable— Income taxes payable— 
Accrued and other current liabilitiesAccrued and other current liabilitiesAccrued and other current liabilities10 
Deferred income tax liabilitiesDeferred income tax liabilities49 53 Deferred income tax liabilities53 53 
Pension and other post employment benefits - noncurrentPension and other post employment benefits - noncurrentPension and other post employment benefits - noncurrent
Other noncurrent liabilitiesOther noncurrent liabilitiesOther noncurrent liabilities
Total liabilities of discontinued operationsTotal liabilities of discontinued operations$136 $146 Total liabilities of discontinued operations$137 $146 

During each reporting period that the Delrin® disposal group continues to be classified as held for sale, the Company assessedassesses whether the fair value less cost to sell was less than the carrying value of eachthe disposal group. The Company determined that the fair value less cost to sell of the Delrin® disposal unit was greater than its carrying value at March 31,September 30, 2023.

Pursuant to the Transaction Agreement, assets and liabilities related to the M&M Divestiture that could not be directly assumed by Celanese were transferred by way of indemnification between both parties. In addition, pursuant to the Transaction Agreement, DuPont indemnifies Celanese against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the transaction. At March 31, 2023 indemnified assets of $42 million are recorded within "Accounts and notes receivable, net" with the corresponding liabilities of $76 million within "Accrued and other current liabilities" and $64 million within "Other noncurrent obligations" within the Condensed Consolidated Balance Sheets.

Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees. The Company recorded no costs related to continuing operations for the three months ended March 31, 2023 and $8 million for the three months ended March 31, 2022. For the three months ended March 31, 2022, these costs were primarily associated with the execution of activities related to strategic initiatives including the acquisition of Laird Performance Materials ("Laird PM") and the cost related to the previously announced agreement to acquire the outstanding shares of Rogers Corporation ("Terminated Intended Rogers Acquisition"). These costs are recorded within "Acquisition, integration and separation costs" within the interim Consolidated Statements of Operations. Separation costs associated with the M&M Businesses of $54 million and $96 million for the three months ended March 31, 2023 and 2022, respectively, are reported within discontinued operations as noted above.

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Table of Contents
Other Discontinued Operations Activity
The Company recorded income from discontinued operations, net of tax of $(8)$37 million and $276$17 million for the three months ended March 31,September 30, 2023 and 2022, respectively, and a loss of $357 million and income of $723 million for the nine months ended September 30, 2023 and 2022, respectively.

Discontinued operations activity consists of the following:
(Loss) Income from Discontinued Operations, Net of TaxThree Months Ended March 31,
In millions20232022
M&M Divestitures$28 $288 
Other 1
(36)(12)
(Loss) income from discontinued operations, net of tax$(8)$276 
Income (Loss) from Discontinued Operations, Net of TaxThree Months Ended
September 30,
Nine Months Ended
September 30,
In millions2023202220232022
M&M Divestitures$49 $26 $79 $807 
MOU Activity 1
(8)(6)(384)(62)
Other 2
(4)(3)(52)(22)
Income (loss) from discontinued operations, net of tax$37 $17 $(357)$723 
1.Includes the activity for the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company. The nine months ended September 30, 2023 includes a charge related to the Water District Settlement Agreement, as defined in Note 14. Refer to Note 14 for additional information.
2.Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between Corteva Inc ("Corteva"), E. I. du Pont de Nemours and Company ("EIDP") and the Company and the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company.. For additional information on these matters, refer to Note 13.14.


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Table of Contents
NOTE 45 - REVENUE
Revenue Recognition
Products
Substantially all of DuPont's revenue is derived from product sales. Product sales consist of sales of DuPont's products to supply manufacturers and distributors. DuPont considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.

Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.
Net Trade Revenue by Segment and Business or Major Product LineNet Trade Revenue by Segment and Business or Major Product LineThree Months Ended March 31,Net Trade Revenue by Segment and Business or Major Product LineThree Months Ended
September 30,
Nine Months Ended
September 30,
In millionsIn millions20232022In millions2023202220232022
Industrial Solutions$494 $500 
Industrial Solutions 1
Industrial Solutions 1
$531 $496 $1,525 $1,499 
Interconnect SolutionsInterconnect Solutions331 460 Interconnect Solutions380 446 1,064 1,371 
Semiconductor TechnologiesSemiconductor Technologies471 576 Semiconductor Technologies457 569 1,387 1,704 
Electronics & IndustrialElectronics & Industrial$1,296 $1,536 Electronics & Industrial$1,368 $1,511 $3,976 $4,574 
Safety SolutionsSafety Solutions$676 $654 Safety Solutions$630 $684 $1,989 $2,001 
Shelter SolutionsShelter Solutions395 422 Shelter Solutions431 476 1,248 1,385 
Water SolutionsWater Solutions378 353 Water Solutions352 374 1,119 1,074 
Water & ProtectionWater & Protection$1,449 $1,429 Water & Protection$1,413 $1,534 $4,356 $4,460 
Retained Businesses 1
$273 $266 
Other 2
— 43 
Retained Businesses 2
Retained Businesses 2
$277 $272 $838 $804 
Other 3
Other 3
— — — 75 
Corporate & Other
Corporate & Other
$273 $309 
Corporate & Other
$277 $272 $838 $879 
TotalTotal$3,018 $3,274 Total$3,058 $3,317 $9,170 $9,913 
1. Net sales attributed to Spectrum, a component of Electronics & Industrial and presented within Industrial Solutions, was $77 million for both the three and nine months ended September 30, 2023.
1.2. Retained Businesses includes the Auto Adhesives & Fluids, MultibaseTM and Tedlar® businesses.
2.3. Net sales in 2022 reflected in Other primarily include activity of Biomaterials.Biomaterials prior to its May 2022 divestiture.

Net Trade Revenue by Geographic RegionNet Trade Revenue by Geographic RegionThree Months Ended March 31,Net Trade Revenue by Geographic RegionThree Months Ended
September 30,
Nine Months Ended
September 30,
In millionsIn millions20232022In millions2023202220232022
U.S. & CanadaU.S. & Canada$1,023 $1,049 U.S. & Canada$1,093 $1,149 $3,161 $3,293 
EMEA 1
EMEA 1
582 577 
EMEA 1
535 523 1,702 1,665 
Asia Pacific 2
Asia Pacific 2
1,293 1,545 
Asia Pacific 2
1,302 1,524 3,945 4,622 
Latin AmericaLatin America120 103 Latin America128 121 362 333 
TotalTotal$3,018 $3,274 Total$3,058 $3,317 $9,170 $9,913 
1.Europe, Middle East and Africa.
2.Net sales attributed to China, for the three months ended March 31,September 30, 2023 and 2022 were $525$563 million and $707$688 million, respectively, while for the nine months ended months ended September 30, 2023 and 2022 net sales attributed to China were $1,669 million and $2,119 million, respectively.

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Contract Balances
From time to time, the Company enters into arrangements in which it receives payments from customers based upon contractual billing schedules. The Company records accounts receivables when the right to consideration becomes unconditional. Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers. The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.

Revenue recognized in the first threenine months of 2023 and 2022 from amounts included in contract liabilities at the beginning of the period was insignificant. Current and noncurrent deferred revenue balances in the current and comparative periods were also not material.
Contract BalancesMarch 31, 2023December 31, 2022
In millions
Accounts and notes receivable - trade 1
$1,636 $1,593 

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Table of Contents
Contract BalancesSeptember 30, 2023December 31, 2022
In millions
Accounts and notes receivable - trade 1
$1,645 $1,593 
Deferred revenue - current 2
$$11 
Deferred revenue - noncurrent 3
$15 $
1.Included in "Accounts and notes receivable - net" in the Condensed Consolidated Balance Sheets.
2.Included in "Accrued and other current liabilities" in the Condensed Consolidated Balance Sheets.
3.Included in "Other noncurrent obligations" in the Condensed Consolidated Balance Sheets.


NOTE 56 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
The Company records restructuring liabilities that represent nonrecurring charges in connection with simplifying certain organizational structures and operations, including operations related to transformational projects such as divestitures and acquisitions. Charges for restructuring programs and asset related charges, which includes asset impairments, were $14$8 million and $39 million for the three and nine months ended March 31,September 30, 2023, and zero and $101 million for the three and nine months ended March 31,September 30, 2022. These charges were recorded in "Restructuring and asset related charges - net" in the interim Consolidated Statements of Operations. The total liability related to restructuring programs was $60$46 million at March 31,September 30, 2023 and $67 million at December 31, 2022, recorded in "Accrued and other current liabilities" in the Condensed Consolidated Balance Sheets. Restructuring activity primarily consists of the following programs:program:

2022 Restructuring Program
In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational structures following the M&M Divestitures (the "2022 Restructuring Program"). The Company recorded pre-tax restructuring charges of $71$93 million inception-to-date, consisting of severance and related benefit costs of $68$80 million and asset related charges of $3$13 million.

Total liabilities related to the 2022 Restructuring Program were $53$42 million at March 31,September 30, 2023 and $57 million at December 31, 2022, respectively, recognized in "Accrued and other current liabilities" in the Condensed Consolidated Balance Sheet.Sheets. The Company expects the program to be substantially complete by the end of 2023.

Equity Method Investment Impairment Related Charges
In the first quarter of 2022, a portion of an equity method investment was reclassified to “Assets of discontinued operations” within the Condensed Consolidated Balance Sheet,Sheets, which triggered the Company to perform an impairment analysis on the retained portion of the equity method investment held within “Investments and noncurrent receivables” on the Condensed Consolidated Balance Sheet.Sheets. The Company determined the fair value was less than the carrying value and concluded the impairment was other-than-temporary and recorded an impairment charge of $94 million ($65 million net of tax) in the first quarter of 2022 within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations related to the Electronics & Industrial segment. No impairment was required to be recorded for the portion of the equity method investment included within “Assets of discontinued operations.”


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NOTE 67 - SUPPLEMENTARY INFORMATION
Sundry Income (Expense) - NetSundry Income (Expense) - NetThree Months Ended March 31,Sundry Income (Expense) - NetThree Months Ended
September 30,
Nine Months Ended
September 30,
In millionsIn millions20232022In millions2023202220232022
Non-operating pension and other post-employment benefit (costs) creditsNon-operating pension and other post-employment benefit (costs) credits$(2)$Non-operating pension and other post-employment benefit (costs) credits$(3)$$(7)$20 
Interest incomeInterest income46 Interest income34 132 
Net gain (loss) on divestiture and sales of other assets and investments(1)
Foreign exchange losses, net
(20)(5)
Net gain on divestiture and sales of other assets and investments 1
Net gain on divestiture and sales of other assets and investments 1
— 75 
Foreign exchange gains (losses), net
Foreign exchange gains (losses), net
17 (31)
Miscellaneous (expenses) income - net(1)
Miscellaneous income - netMiscellaneous income - net10 11 
Sundry income (expense) - netSundry income (expense) - net$29 $Sundry income (expense) - net$55 $26 $112 $123 
1.The nine months ended September 30, 2022 primarily reflects income of $26 million related to the gain on sale of the Biomaterials business unit and $37 million related to the sale of a land use right within the Water & Protection segment.

Cash, Cash Equivalents and Restricted Cash
In connection with the cost sharing arrangement entered into as part of the MOU, as defined in Note 13, the Company is contractually obligated to make deposits into an escrow account to address potential future PFAS costs. At March 31,September 30, 2023 and December 31, 2022, the Company had restricted cash of $104409 million and $7 million, respectively, within “Restricted cash and cash equivalents” and for the same periods zero and $103 million, respectively, included within non-currentthe “Restricted cash and cash equivalents”equivalents - noncurrent” in the Condensed Consolidated Balance Sheets, theSheets. The majority of which isthese balances are attributable to the Water District Settlement Fund and MOU cost sharing arrangement. escrow account deposits. Additional information regarding the MOU and the escrow account can be found in Note 1314.

Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the Condensed Consolidated Balance Sheets were $863$1,272 million at March 31,September 30, 2023 and $951 million at December 31, 2022. "Accrued and other current liabilities" at September 30, 2023 includes approximately $401 million related to a settlement agreement further discussed in Note 14.Accrued payroll, which is a component of "Accrued and other current liabilities," was $194$261 million at March 31,September 30, 2023 and $291 million at December 31, 2022.No other component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities at March 31,September 30, 2023 and at December 31, 2022.


NOTE 78 - INCOME TAXES
Each year the Company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities. The impact, if any, of these audits to the Company’s unrecognized tax benefits is not estimable. Positions challenged by the tax authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's results of operations.

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate on continuing operations for the firstthird quarter of 2023 was 23.328.7 percent, compared with an effective tax rate of 16.827.9 percent for the third quarter of 2022. The effective tax rate differential for the third quarter of 2023 was due primarily to the geographic mix of earnings offset by the U.S. taxation of foreign operations. For the first nine months of 2023, the effective tax rate on continuing operations was 25.6 percent, compared with 23.8 percent for the first quarternine months of 2022. The effective tax rate for the first nine months of 2023 was primarily due to a geographic mix of earnings. The lower effective tax rate for the first quarternine months of 2022 principally resulted from the recognition of a $94 million impairment charge of an equity method investment which resulted in a tax benefit of $29 million.million.

As a result of the M&M Businesses meeting the held for sale criteria in the first quarter of 2022, the Company recorded a net deferred tax benefit of $239$12 million inand $655 million for the first quarter ofthree and nine months ended September 30, 2022, in connection with certain anticipated internal stock restructurings. These restructurings involved both legal entities within the M&M Businesses and legal entities which remained with DuPont.DuPont, and in certain instances relied upon legal entity valuations. The aforementioned net deferred tax benefit is included in “Income from discontinued operations, net of tax” in the interim Consolidated Statements of Operations. See Note 34 for additional information on the M&M Divestitures.


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NOTE 89 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the three and nine months ended March 31,September 30, 2023 and 2022:
Net Income for Earnings Per Share Calculations - Basic & DilutedNet Income for Earnings Per Share Calculations - Basic & DilutedThree Months Ended March 31,Net Income for Earnings Per Share Calculations - Basic & DilutedThree Months Ended
September 30,
Nine Months Ended
September 30,
In millionsIn millions20232022In millions2023202220232022
Income from continuing operations, net of taxIncome from continuing operations, net of tax$273 $232 Income from continuing operations, net of tax$291 $359 $833 $956 
Net income from continuing operations attributable to noncontrolling interestsNet income from continuing operations attributable to noncontrolling interests18 Net income from continuing operations attributable to noncontrolling interests16 31 42 
Income from continuing operations attributable to common stockholdersIncome from continuing operations attributable to common stockholders$265 $214 Income from continuing operations attributable to common stockholders$282 $343 $802 $914 
(Loss) income from discontinued operations, net of tax(8)276 
Net income from discontinued operations attributable to noncontrolling interests— 
(Loss) income from discontinued operations attributable to common stockholders(8)274 
Income (loss) from discontinued operations, net of taxIncome (loss) from discontinued operations, net of tax37 17 (357)723 
Net loss from discontinued operations attributable to noncontrolling interestsNet loss from discontinued operations attributable to noncontrolling interests— (7)— (5)
Income (loss) from discontinued operations attributable to common stockholdersIncome (loss) from discontinued operations attributable to common stockholders$37 $24 $(357)$728 
Net income attributable to common stockholdersNet income attributable to common stockholders$257 $488 Net income attributable to common stockholders$319 $367 $445 $1,642 
Earnings Per Share Calculations - BasicEarnings Per Share Calculations - BasicThree Months Ended March 31,Earnings Per Share Calculations - BasicThree Months Ended
September 30,
Nine Months Ended
September 30,
Dollars per shareDollars per share20232022Dollars per share2023202220232022
Earnings from continuing operations attributable to common stockholdersEarnings from continuing operations attributable to common stockholders$0.58 $0.42 Earnings from continuing operations attributable to common stockholders$0.62 $0.69 $1.76 $1.81 
(Loss) earnings from discontinued operations, net of tax(0.02)0.54 
Earnings (loss) from discontinued operations, net of taxEarnings (loss) from discontinued operations, net of tax0.08 0.05 (0.78)1.44 
Earnings attributable to common stockholders 1
Earnings attributable to common stockholders 1
$0.56 $0.95 
Earnings attributable to common stockholders 1
$0.71 $0.73 $0.97 $3.25 
Earnings Per Share Calculations - DilutedEarnings Per Share Calculations - DilutedThree Months Ended March 31,Earnings Per Share Calculations - DilutedThree Months Ended
September 30,
Nine Months Ended
September 30,
Dollars per shareDollars per share20232022Dollars per share2023202220232022
Earnings from continuing operations attributable to common stockholdersEarnings from continuing operations attributable to common stockholders$0.58 $0.42 Earnings from continuing operations attributable to common stockholders$0.62 $0.69 $1.75 $1.80 
(Loss) earnings from discontinued operations, net of tax(0.02)0.53 
Earnings (loss) from discontinued operations, net of taxEarnings (loss) from discontinued operations, net of tax0.08 0.05 (0.78)1.44 
Earnings attributable to common stockholders 1
Earnings attributable to common stockholders 1
$0.56 $0.95 
Earnings attributable to common stockholders 1
$0.70 $0.73 $0.97 $3.24 
Share Count Information
Share Count Information
Three Months Ended March 31,
Share Count Information
Three Months Ended
September 30,
Nine Months Ended
September 30,
Shares in millionsShares in millions20232022Shares in millions2023202220232022
Weighted-average common shares - basicWeighted-average common shares - basic458.8 512.0 Weighted-average common shares - basic451.7 499.4 456.5 505.6 
Plus dilutive effect of equity compensation plansPlus dilutive effect of equity compensation plans1.4 1.8 Plus dilutive effect of equity compensation plans1.7 1.0 1.3 1.3 
Weighted-average common shares - dilutedWeighted-average common shares - diluted460.2 513.8 Weighted-average common shares - diluted453.4 500.4 457.8 506.9 
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2
2.3 2.0 
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2
1.7 4.4 2.8 3.0 
1.Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders. As a result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.
2.These outstanding options to purchase shares of common stock, restricted stock units and performance-based restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.


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NOTE 910 - INVENTORIES
In millionsIn millionsMarch 31, 2023December 31, 2022In millionsSeptember 30, 2023December 31, 2022
Finished goodsFinished goods$1,365 $1,299 Finished goods$1,256 $1,299 
Work in processWork in process542 522 Work in process502 522 
Raw materialsRaw materials409 388 Raw materials396 388 
SuppliesSupplies127 120 Supplies125 120 
Total inventoriesTotal inventories$2,443 $2,329 Total inventories$2,279 $2,329 


NOTE 1011 - NONCONSOLIDATED AFFILIATES
The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates") are recorded in "Investments and noncurrent receivables" in the Condensed Consolidated Balance Sheets. The Company's net investment in nonconsolidated affiliates at March 31,September 30, 2023 and December 31, 2022 is $697$699 million and $686 million, respectively. In the first quarter of 2022, the Company recorded an other-than-temporary impairment on an equity method investment. See Note 56 for more information.

Sales to nonconsolidated affiliates represented less than 2 percent and approximately 2 percent of total net sales for the three and nine months ended March 31,September 30, 2023, respectively, and less than 2 percent for the three and nine months ended March 31,September 30, 2022. Purchases from nonconsolidated affiliates represented less than 3 percent of “Cost of sales” for the three and nine months ended March 31,September 30, 2023 and less than 4 percent for the three months ended March 31, 2022. The Company maintained an ownership interest in six nonconsolidated affiliates at March 31,September 30, 2023.


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NOTE 1112 - GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amounts of goodwill during the threenine months ended March 31,September 30, 2023 were as follows:
In millionsIn millionsElectronics & IndustrialWater & ProtectionCorporate & OtherTotalIn millionsElectronics & IndustrialWater & ProtectionCorporate & OtherTotal
Balance at December 31, 2022Balance at December 31, 2022$9,397 $6,656 $610 $16,663 Balance at December 31, 2022$9,397 $6,656 $610 $16,663 
Goodwill recognized for Spectrum Acquisition 1
Goodwill recognized for Spectrum Acquisition 1
731 — — 731 
Currency translation adjustmentCurrency translation adjustment(92)(49)(2)(143)
Currency Translation Adjustment21 18 40 
Balance at March 31, 2023$9,418 $6,674 $611 $16,703 
Balance at September 30, 2023Balance at September 30, 2023$10,036 $6,607 $608 $17,251 
1.On August 1, 2023, DuPont completed the Spectrum Acquisition. Final determination of the goodwill value assigned may result in adjustments to the preliminary value recorded. See Note 3 for additional information.

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

As part of its annual assessment in the fourth quarter of 2022, the Company determined that the estimated fair value of one of the Protection reporting unitsunit within Water & Protection exceeded its carrying value by approximately 10%.10 percent. As of March 31,September 30, 2023, the carrying amount of goodwill within this reporting unit was $5.6$5.5 billion. Given this levelIn 2023 the Company has experienced a continued challenging macroeconomic environment impacting the businesses within the Protection reporting unit, primarily driven by softness in the residential, non-residential and repair and remodel markets which has negatively impacted Protection’s financial performance. The Company continues to monitor adverse changes in interest rates and fluctuations in foreign currency exchange rates and the related impact on the Protection reporting unit’s fair value and carrying value. While the challenging macroeconomic environment continues to impact the Protection reporting unit, the Company has not identified any triggering events indicating that it is more likely than not that goodwill is impaired as of September 30, 2023. Subsequently, the Company evaluated the Protection reporting unit as part of its annual impairment test at October 1, 2023 and determined that the estimated fair value of the Protection reporting unit exceeded its carrying value by less than 5 percent. Should these macroeconomic conditions persist, including interest rate fluctuations, recovery delays, or other events occur indicating that the estimated future cash flows of the reporting unit have further declined, the Company may be required to record future non-cash impairment charges related to goodwill due to the limited amount of fair value the reporting unit is sensitive to changes in the significant assumptions used in the analysis. If the reporting unit does not perform to expected levels or there are adverse changes in certain macroeconomic factors, the related goodwill may be at risk for impairment in the future.excess of carrying value.

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Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
March 31, 2023December 31, 2022September 30, 2023December 31, 2022
In millionsIn millionsGross Carrying AmountAccum AmortNetGross Carrying AmountAccum AmortNetIn millionsGross Carrying AmountAccum AmortNetGross Carrying AmountAccum AmortNet
Intangible assets with finite lives:Intangible assets with finite lives:Intangible assets with finite lives:
Developed technology$1,958 $(958)$1,000 $1,955 $(913)$1,042 
Trademarks/tradenames906 (364)542 906 (349)557 
Customer-related5,477 (2,485)2,992 5,454 (2,389)3,065 
Developed technology 1
Developed technology 1
$2,071 $(1,046)$1,025 $1,955 $(913)$1,042 
Trademarks/tradenames 1
Trademarks/tradenames 1
925 (397)528 906 (349)557 
Customer-related 1
Customer-related 1
6,249 (2,595)3,654 5,454 (2,389)3,065 
Other Other55 (27)28 54 (27)27  Other53 (26)27 54 (27)27 
Total other intangible assets with finite livesTotal other intangible assets with finite lives$8,396 $(3,834)$4,562 $8,369 $(3,678)$4,691 Total other intangible assets with finite lives$9,298 $(4,064)$5,234 $8,369 $(3,678)$4,691 
Intangible assets with indefinite lives:Intangible assets with indefinite lives:Intangible assets with indefinite lives:
Trademarks/tradenames Trademarks/tradenames804 — 804 804 — 804  Trademarks/tradenames804 — 804 804 — 804 
Total other intangible assetsTotal other intangible assets804 — 804 804 — 804 Total other intangible assets$804 $— $804 $804 $— $804 
TotalTotal$9,200 $(3,834)$5,366 $9,173 $(3,678)$5,495 Total$10,102 $(4,064)$6,038 $9,173 $(3,678)$5,495 
1.As part of the Spectrum Acquisition, the Company acquired customer-related intangible assets of $888 million, developed technology of $126 million and trademark/tradename of $18 million. See Note 3 for additional information.

The following table provides the net carrying value of other intangible assets by segment:
Net Intangibles by SegmentNet Intangibles by SegmentMarch 31, 2023December 31, 2022Net Intangibles by SegmentSeptember 30, 2023December 31, 2022
In millionsIn millionsIn millions
Electronics & Industrial$2,902 $2,976 
Electronics & Industrial 1
Electronics & Industrial 1
$3,703 $2,976 
Water & ProtectionWater & Protection2,371 2,424 Water & Protection2,247 2,424 
Corporate & OtherCorporate & Other93 95 Corporate & Other88 95 
TotalTotal$5,366 $5,495 Total$6,038 $5,495 
1.Includes intangible assets acquired as part of the Spectrum Acquisition. See Note 3 for additional information

Total estimated amortization expense for the remainder of 2023 and the five succeeding fiscal years is as follows:
Estimated Amortization ExpenseEstimated Amortization ExpenseEstimated Amortization Expense
In millionsIn millionsIn millions
Remainder of 2023Remainder of 2023$433 Remainder of 2023$151 
20242024$546 2024$596 
20252025$501 2025$550 
20262026$473 2026$523 
20272027$425 2027$476 
20282028$373 2028$423 


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NOTE 1213 - SHORT-TERM BORROWINGS, LONG-TERM DEBT, AVAILABLE CREDIT FACILITIES AND OTHER OBLIGATIONS
A summary of DuPont's short-term borrowings, long-term debt and available credit facilities can be found in Note 15 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. If applicable, updates have been included in the respective section below.

Long-Term DebtCommercial Paper
Long-term debtCommercial paper at March 31,September 30, 2023 and December 31, 2022 was $7,807$175 million and zero, respectively. The weighted-average interest rate on commercial paper was 5.43 percent at September 30, 2023.

Long-Term Debt
Long-term debt at September 30, 2023 and December 31, 2022 was $7,740 million and $7,774 million, respectively. Included in the long-term debt balance is a fair value hedging revaluation related to the Company's interest rate swap agreements. At March 31,September 30, 2023 and December 31, 2022 this balance was $40$118 million and $71 million, respectively. See Note 1819 for additional information.

Uncommitted Credit Facilities and Outstanding Letters of Credit
Unused bank credit lines on uncommitted credit facilities were approximately $674$706 million at March 31,September 30, 2023. These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were approximately $124$116 million at March 31,September 30, 2023. These letters of credit support commitments made in the ordinary course of business.

Revolving Credit Facilities
On May 10, 2023, the Company entered into a new $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). There were no drawdowns of the facility during the nine month period ended September 30, 2023.

Supplier Financing
The Company and certain of its designated suppliers, at their sole discretion, participate in a supplier financing program with a financial institution serving as an intermediary. Under this program, the Company agrees to pay the financial institution the stated amount of confirmed invoices from its designated suppliers on the same terms and on the original maturity dates of the confirmed invoices, which have a weighted average payment term of approximately 110 days. The Company does not pay any annual subscription or service fee to the financial institution, nor does the Company reimburse its suppliers for any costs they incur to participate in the program. The Company’s obligations are not impacted by the suppliers’ decision to participate in this program. The Company or the financial institution may terminate the agreement upon at least 30 days’ notice.

The amount of invoices outstanding confirmed as valid under the supplier financing programs as of March 31,September 30, 2023 and December 31, 2022 was $141$109 million and $127 million, respectively, and is recorded in “Accounts Payable” in the Condensed Consolidated Balance Sheets.


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NOTE 1314 - COMMITMENTS AND CONTINGENT LIABILITIES
Litigation, Environmental Matters, and Indemnifications
The Company and certain subsidiaries are involved in various lawsuits, claims and environmental actions that have arisen in the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain substances at various sites. In addition, in connection with divestitures and the related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. The Company records liabilities for ongoing and indemnification matters when the information available indicates that it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.

As of March 31,September 30, 2023, the Company has recorded indemnification assets of $64$20 million within "Accounts and notes receivable - net" and $238$239 million within "Deferred charges and other assets" and indemnification liabilities of $201$159 million within "Accrued and other current liabilities" and $307$267 million within "Other noncurrent obligations" within the Condensed Consolidated Balance Sheets. As of December 31, 2022, the Company has recorded indemnification assets of $70 million within "Accounts and notes receivable - net" and $237 million within "Deferred charges and other assets" and indemnified liabilities of $211 million within "Accrued and other current liabilities" and $274 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

The Company’s accruals for indemnification liabilities related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company and to the DowDuPont ("DWDP") Separation and Distribution Agreement and the Letter Agreement between the Company and Corteva (together the “Agreements”) discussed below, are included in the balances above. Additionally, as of September 30, 2023 the Company has recognized a liability of $401 million (including interest) related to the settlement agreement between Chemours, Corteva, EIDP and DuPont related to the aqueous film-forming foams multi-district litigation, as discussed below.

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PFAS Stray Liabilities: Future Eligible PFAS Costs
On July 1, 2015, EIDP, a Corteva subsidiary since June 1, 2019, completed the separation of EIDP’s Performance Chemicals segment through the spin-off of Chemours to holders of EIDP common stock (the “Chemours Separation”). On June 1, 2019, the Company completed the separation of its agriculture business through the spin-off of Corteva, Inc. (“Corteva”), including Corteva’s subsidiary EIDP.

On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into the MOU pursuant to which the parties have agreed to release certain claims that had been raised by Chemours including any claims arising out of or resulting from the process and manner in which EIDP structured or conducted the Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU. In connection with the MOU, the confidential arbitration process regarding certain claims by Chemours was terminated in February 2021. The parties have further agreed not to bring any future, additional claims regarding the Chemours Separation Agreement or the MOU outside of arbitration.

Pursuant to the MOU, the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of Qualified Spend, as defined in the MOU, is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU. PFAS refers to per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”).

The parties have agreed that, during the term of this sharing arrangement, Qualified Spend up to $4 billion will be borne 50 percent by Chemours and 50 percent, up to a cap of $2 billion, by the Company and Corteva. The Company and Corteva will split their 50 percent of Qualified Spend in accordance with the Agreements.Agreements; accordingly, the Company's portion of the $2 billion is approximately $1.4 billion. At September 30, 2023, the Company had paid Qualified Spend of approximately $130 million against its portion of the $2 billion cap. After the term of this arrangement, Chemours’ indemnification obligations under the Chemours Separation Agreement would continue unchanged, subject in each case to certain exceptions set forth in the MOU.

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In order to support and manage any potential future eligible PFAS costs, the parties also agreed to establish an escrow account.account, (the "MOU Escrow Account"). The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 million into an escrow account and DuPont and Corteva shall together deposit $100 million in the aggregate into an escrow accountthe MOU Escrow Account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $50 million into an escrow account and DuPont and Corteva shall together deposit $50 million in the aggregate into an escrow account.the MOU Escrow Account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any calendar year beginning with 2022 through and including 2028. Additionally, if on December 31, 2028, the balance ofin the escrow accountMOU Escrow Account (including interest) is less than $700 million, Chemours will make 50 percent of the deposits and DuPont and Corteva together will make 50 percent of the deposits necessary to restore the balance of the escrow account to $700 million. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU.

DuPont's aggregate escrow deposits of $100 million at March 31, 2023 and December 31, 2022 are reflected in "Restricted cash and cash equivalents" on the Condensed Consolidated Balance Sheet.

Under the Agreements, Divested Operations and Businesses ("DDOB") liabilities of EIDP not allocated to or retained by Corteva or the Company are categorized as relating to either (i) PFAS Stray Liabilities, if they arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS; or (ii) Non-PFAS Stray Liabilities, (and together with PFAS Stray Liabilities, the “EIDP Stray Liabilities”).

The Agreements provide that the Company and Corteva will each bear specified amounts plus an additional $200 million of Indemnifiable Losses, described below, in relation to certain EIDP Stray Liabilities. The Agreements further provide that the Company and Corteva will each bear 50 percent, $150 million each, of the first $300 million of total Indemnifiable Losses related to PFAS Stray Liabilities. When the companies meet their respective $150 million threshold, Indemnifiable Losses related to PFAS Stray Liabilities will be borne 71 percent by DuPont and 29 percent by Corteva. Indemnifiable Losses up to $150 million incurred for PFAS Stray Liabilities are credited against each company’s $200 million threshold. Based on the current rate of Qualified Spend and other PFAS related spend, it is expected that Corteva and DuPont will meethave met their respective $150 million threshold for PFAS Stray Liabilities in 2023.

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Corteva is also expected to meet the $200 million threshold in 2023 based on the projected timing for certain remediation actions related to Non-PFAS Stray Liabilities. As a result and in accordance with the Agreement, DuPont is bearing 71 percent of Indemnifiable Losses related to PFAS Stray Liabilities. At September 30, 2023, DuPont has accrued for future Qualified Spend and Indemnifiable Losses related to PFAS Stray Liabilities accordingly.

Corteva has met its $200 million threshold. As a result and in accordance with the Agreements, when Cortevauntil DuPont meets its $200 million threshold, DuPont generally will bear allis responsible for managing the Non-PFAS Stray Liabilities until meeting its $200 million threshold.liabilities and is bearing all Indemnifiable Losses associated with Non-PFAS Stray Liabilities. Thereafter, DuPont will bear 71 percent and Corteva will bear 29 percent of Indemnifiable Losses related to Non-PFAS Stray Liabilities. At March 31,September 30, 2023, DuPont has accrued for future Qualified Spend and Indemnifiable Losses related to Non-PFAS Stray Liabilities accordingly.

Indemnifiable Losses, as defined in the DWDP Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of EIDP Stray Liabilities.

In connection with the MOU and the Agreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:
Indemnified Liabilities Related to the MOUIndemnified Liabilities Related to the MOUIndemnified Liabilities Related to the MOU
In millionsIn millionsMarch 31, 2023December 31, 2022Balance Sheet ClassificationIn millionsSept 30, 2023Dec 31, 2022Balance Sheet Classification
Current indemnified liabilitiesCurrent indemnified liabilities$62 $66 Accrued and other current liabilitiesCurrent indemnified liabilities$65 $66 Accrued and other current liabilities
Long-term indemnified liabilitiesLong-term indemnified liabilities$122 $120 Other noncurrent obligationsLong-term indemnified liabilities119 120 Other noncurrent obligations
Total indemnified liabilities accrued under the MOU 1
Total indemnified liabilities accrued under the MOU 1
$184 $186 
Total indemnified liabilities accrued under the MOU 1
$184 $186 
1.As of March 31,September 30, 2023 and December 31, 2022, total indemnified liabilities accrued include $164$144 million and $161 million, respectively, related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Consent Order between Chemours and the North Carolina Department of Environmental Quality (the "NC DEQ").

In addition to the above, as of September 30, 2023, the Company has recognized a liability of $401 million (including interest) related to the settlement agreement between Chemours, Corteva, EIDP and DuPont related to the aqueous film-forming foams multi-district litigation, as discussed below.

Future charges associated with the MOU wouldwill be recognized over the term of the agreement as a component of income from discontinued operations to the extent liabilities become probable and estimable.

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In 2004, EIDP settled a West Virginia state court class action, Leach v. E. I. du Pont de Nemours and Company, which alleged that PFOA from EIDP’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents. Members of the Leach class have standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. In 2017, Chemours and EIDP each paid $335 million to settle the multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water. The 2017 settlement did not resolve about 100 cases subsequently brought by Leach class members.

On January 21, 2021, EIDP and Chemours entered into settlement agreements with plaintiffs’ counsel representing the Ohio MDL plaintiffs providing for a settlement of all but one of the approximately 100 cases (the “Settlement”). The total settlement amount was $83 million in cash with each of the Company and EIDP contributing $27 million and Chemours contributing $29 million. At June 30, 2021 the Company had paid in full its $27 million contribution. The Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by the Company, Corteva, EIDP or Chemours. The personal injury case captioned “Abbott v. E. I. du Pont de Nemours and Company” was not included in the Settlement and is ongoing.

In connection with the Settlement, plaintiffs' counsel filed a motion to terminate the Ohio MDL, which was later withdrawn. Subsequent to the withdrawal, plaintiffs' counsel has filed or indicated intent to file about a dozenseveral new cases into the Ohio MDL. DuPont was not a named party in the Leach case or the Ohio MDL and is not a named party in the Abbott case or the new cases being filed into the Ohio MDL.

As of March 31,September 30, 2023, there are various cases alleging damages due to PFAS which are discussed below. Such actions often include additional claims based on allegations that the transfer by EIDP of certain PFAS liabilities to Chemours resulted in a fraudulent conveyance or voidable transaction. With the exception of the fraudulent conveyance claims, which are excluded from the MOU, legal fees, expenses, costs, and any potential liabilities for eligible PFAS costs presented by the following matters will be shared as defined in the MOU between Chemours, EIDP, Corteva and DuPont.

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Beginning in April 2019, several dozen lawsuits alleging water contamination from the use of PFAS-containing aqueous firefightingfilm-forming foams (“AFFF”) were filed against EIDP and Chemours, in addition to 3M and other AFFF manufacturers. The majority of these lawsuits were consolidated in a multi-district litigation docket(the “AFFF MDL”). The AFFF MDL is captioned In Re: Aqueous Film Forming Foams (AFFF) Products Liability Litigation and is pending in federal court inthe United States District Court for the District of South Carolina, (the “SC MDL”“Court”). Since then, the SCAFFF MDL has grown and contains approximately 4,1005,100 cases. Most of the actions in the SCAFFF MDL identify DuPont as a defendant only for fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations. Generally, the SCAFFF MDL contains multiple types of lawsuits including, but not limited to, personal injury cases, state attorneys general natural resource damages cases, and water provider contamination cases.contamination. DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containing products.

On June 30, 2023, Chemours, Corteva, EIDP and DuPont entered a definitive agreement to comprehensively resolve all PFAS-related claims of a defined class of U.S. public water systems, including but not limited to water systems that are part of the AFFF MDL related to the use of aqueous film-forming foam, (the “Water District Settlement Agreement”) for $1.185 billion in cash. In August 2023, the Court preliminarily approved the Water District Settlement Agreement. Subsequent to the approval, during the third quarter of 2023, Chemours, EIDP, Corteva and DuPont collectively contributed $1.185 billion to a Qualified Settlement Fund (the “Water District Settlement Fund”). In accordance with the MOU, Chemours contributed about 50 percent of the settlement amount (about $592 million), and DuPont (about $400 million) and Corteva (about $193 million) together contributed the remaining 50 percent. Each of Chemours, Corteva and DuPont used its respective MOU Escrow Account deposits to fund in part their respective contributions into the Water District Settlement Fund. As of June 30, 2023, DuPont had deposited an aggregate of $100 million into the MOU Escrow Account all of which it used to fund in part its $400 million contribution to the Water District Settlement Fund. As a result, DuPont has $400 million, excluding interest, at September 30, 2023 related to these liabilities reflected in "Restricted cash and cash equivalents"on the Condensed Consolidated Balance Sheets. DuPont's aggregate MOU escrow deposits of $100 million, exlcuding interest, at December 31, 2022 is reflected in "Restricted cash and cash equivalents - noncurrent" on the Condensed Consolidated Balance Sheets.

The court has selecteddefined class is composed of all Public Water Systems, as defined in 42 U.S.C § 300f, with a water provider case,current detection of PFAS and all Public Water Systems, that are currently required to monitor for PFAS under the EPA’s Fifth Unregulated Contaminant Monitoring Rule (“UCMR 5”) or other applicable federal or state law. The matter captioned City of Stuart, Florida v. 3M Company, et al., as the first case to proceed to trial. Trial is scheduled for June 5, 2023. The plaintiffsincluded in the settlement. The class does not include water systems owned and operated by a State or the United States government; small systems that have not detected PFAS and are not currently required to monitor for it under
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federal or state requirements; and, unless they otherwise request to be included, water systems in the fraudulent transfer claims against DuPont. The court has encouraged all parties to discuss resolutionlower Cape Fear River Basin of the water provider category of cases, and on October 26, 2022 appointed a mediator to facilitate discussions among and between the parties. Consistent with the court's instructions and under the mutual obligation of the MOU, Chemours, Corteva/EIDP and DuPont, together, are engaged with plaintiffs’ counsel and the court-appointed mediator on the water provider cases. ItNorth Carolina. While it is reasonably possible that such mediation discussionsthe excluded systems or claims could result in a settlementadditional future lawsuits, claims, assessments or proceedings, it is not possible to predict the outcome of any such matters, and therefore a loss to the Company which could be significant in the period recognized. At this time,as such, the Company is unable to reasonablydevelop an estimate of a possible loss or range of loss,losses, if any. Furthermore, there canany, at this time.

As part of the approval process, the Court established a timetable for notice to class members, for hearings on approval, and for class members to opt out of the settlement. The opt out period ends on December 4, 2023. The Water District Settlement Agreement addresses conditions under which the settlement might not proceed, including a walk-away right that enables Chemours, Corteva and DuPont to terminate the settlement if class member opt outs exceed specified confidential levels. As part of the Court’s preliminary approval, a stay order for pre-existing lawsuits and an injunction prohibiting the filing of new suits, was entered. This stay order and injunction suspends these lawsuits unless and until the Court grants any specific requests for exclusion. A fairness hearing is scheduled for December 14, 2023. The Court may issue its final approval of the settlement during or at any time after, the fairness hearing.

Chemours, Corteva and DuPont have agreed to waive the obligation to make additional deposits into the MOU Escrow Account in 2023 and have agreed to waive the obligation due September 30, 2024 if (i) between October 1, 2023 and September 30, 2024, the parties have entered into settlement agreements resolving liabilities constituting Qualified Spend under the MOU that in the aggregate exceed $100 million; (ii) each company has fully funded its respective portion share, in accordance with the MOU, of such settlements; and (iii) such settlements are consummated. If the Water District Settlement is not consummated, Chemours, Corteva and DuPont will redeposit into the MOU Escrow Account the cash each withdrew to partially fund its respective contribution to the Water District Settlement Fund.

At September 30, 2023, DuPont has recorded a liability of about $401 million (including interest) in connection with the Water District Settlement Agreement, included in "Accrued and other current liabilities" within the Condensed Consolidated Balance Sheets. The $400 million pre-tax charge is recorded in discontinued operations for the nine months ended September 30, 2023. As of September 30, 2023 the $400 million deposited, plus interest, within the Water District Settlement Fund is reflected in "Restricted cash and cash equivalents - current" on the Condensed Consolidated Balance Sheets. The Company has presented these funds as restricted cash since their use is restricted under the Water District Settlement Agreement. The funds will be no guaranteeremoved from restricted cash and de-recognized, along with the associated accrued liability, upon final Court approval of the Water District Settlement Agreement. The funds will be returned to the contributing company in the event that the mediation discussions will result in a settlementCourt does not grant final approval of the water provider cases.Water District Settlement Agreement or the walk-away right is exercised.

There are also state attorneys general lawsuits against DuPont, outside of the SC MDL. These also claimAFFF MDL that make claims of environmental contamination by certain PFAS compounds but distinct from AFFF. Generally, the states raise common law tort claims and seek economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to cleanup contamination from certain PFAS compounds, and to abate the alleged nuisance. Most of these actions include fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.

In July 2021, Chemours, Corteva (for itself and EIDP) and DuPont reached a resolution with the State of Delaware for $50 million among other consideration, that avoids litigation and addresses potential natural resources damages from known historical and current releases by the companies in or affecting Delaware. The resolution releases these potential state claims arising fromIn 2022, the environmental impacts of various chemicals, including PFAS, across all current and historical locations. Consistentcompanies paid the settlement consistent with the MOU, Chemours will bear 50 percent or $25 million of the $50 million settlement and Corteva andMOU; accordingly, DuPont will each bearpaid $12.5 million. The Company paid its portion of the settlement in January 2022. The settlement also callsprovides for a potential Supplemental Payment to Delaware up to a total of $25 million funded 50 percent by Chemours and 50 percent by Corteva and DuPont, jointly, under certain circumstances which are not deemed probable.

In April 2021, ana historic DuPont Dutch subsidiary and the Dutch entities of Chemours and Corteva, received a civil summons filed before the Court of Rotterdam, the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility. The municipalities are seeking liability declarations relating to the Dordrecht site’s current and historical PFAS operations and emissions. The court has indicatedOn September 27, 2023, the Court determined that it expectsthe defendants were liable to make declaration determinationsthe municipalities for (i) PFOA emissions between July 1, 1984 to March 1, 1998 and (ii) removal costs if deposited emissions on the municipalities land infringes the applicable municipality’s property rights by an objective standard. Additional briefing is expected on this judgment and in accordance with local procedure, the second half of this year.Court will determine damages, if any, in a separate, subsequent proceeding.

On March 24, 2023, the Cape Fear Public Utility Authority (“CFPUA”) filed a lawsuit in Delaware Chancery Court against EIDP, Chemours, Corteva, and DuPont alleging that the companies engaged in a series of corporate restructurings in order to evade PFAS liabilities. CFPUA asks for the court to unwind the Chemours spin off; the DowDuPont merger and subsequent separations; to find that DuPont and Corteva have assumed PFAS liabilities from EIDP and Chemours; to enjoin the defendants
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from distributing, transferring, capitalizing, or disposing of any proceeds from the sale of any business, segment, division or asset; and to impose a constructive trust over any such proceeds.

In addition to the above matters, the Company is a named party in various other legal matters that make claims related to PFAS, for which the costs of litigation and future liabilities, if any, are eligible PFAS costs under the MOU and Indemnification Losses under the Agreements. These matters include lawsuits filed by water districts and private water companies in New Jersey and California generally alleging contamination of water systems.

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

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While Management believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses as of the date of this report, it is reasonably possible that the Company could incur additional eligible PFAS costs and Indemnifiable Losses in excess of the amounts accrued. TheseIt is not possible to predict the outcome of any such matters due to various reasons including, among others, future actions and decisions, as well as factual and legal issues to be resolved in connection with PFAS matters. As such, at this time DuPont is unable to develop an estimate of a possible loss or range of losses, if any, above the liability accrued at September 30, 2023. It is possible that additional costs or losses could have a significant effect on the Company’s financial condition and/or cash flows in the period in which they occur; however, costs qualifying as Qualified Spend are limited by the terms of the MOU.

Other Litigation Matters
In addition to the matters described above, the Company is party to claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class actions and seek damages in very large amounts. As of March 31,September 30, 2023, the Company has liabilities of $16$17.7 million associated with these other litigation matters. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company. In accordance with its accounting policy for litigation matters, the Company will expense litigation defense costs as incurred, which could be significant to the Company’s financial condition and/or cash flows in the period.

Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. At March 31,September 30, 2023, the Company had accrued obligations of $297$300 million for probable environmental remediation and restoration costs. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the Condensed Consolidated Balance Sheets. It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration.

The accrued environmental obligations include the following:
Environmental Accrued ObligationsEnvironmental Accrued ObligationsEnvironmental Accrued Obligations
In millionsIn millionsMarch 31, 2023December 31, 2022
Potential exposure above the amount accrued 1
In millionsSept 30, 2023Dec 31, 2022
Potential exposure above the amount accrued 1
Environmental remediation liabilities not subject to indemnityEnvironmental remediation liabilities not subject to indemnity$41 $41 $112 Environmental remediation liabilities not subject to indemnity$41 $41 $118 
Environmental remediation indemnified liabilities:Environmental remediation indemnified liabilities:Environmental remediation indemnified liabilities:
Indemnifications related to Dow and Corteva 2
Indemnifications related to Dow and Corteva 2
83 48 86 
Indemnifications related to Dow and Corteva 2
99 48 201 
MOU related obligations (discussed above) 3
MOU related obligations (discussed above) 3
172 173 59 
MOU related obligations (discussed above) 3
159 173 41 
Other environmental indemnifications Other environmental indemnifications Other environmental indemnifications
Total environmental related liabilitiesTotal environmental related liabilities$297 $263 $259 Total environmental related liabilities$300 $263 $362 
1.The environmental accrual represents management’s best estimate of the costs for remediation and restoration with respect to environmental matters, although it is reasonably possible that the ultimate cost with respect to these particular matters could range above the amount accrued.
2.Pursuant to the DWDP Separation and Distribution Agreement and Letter Agreement, the Company is required to indemnify Dow and Corteva for certain Non-PFAS clean-up responsibilities and associated remediation costs.
3.The MOU related obligations include the Company's estimate of its liability under the MOU for remediation activities based on the current regulatory environment.
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NOTE 1415 - OPERATING LEASES
The lease cost for operating leases were as follows:
Three Months Ended March 31,Three Months Ended
September 30,
Nine Months Ended
September 30,
In millionsIn millions20232022In millions2023202220232022
Operating lease costsOperating lease costs$29 $27 Operating lease costs$30 $27 $88 $82 

Operating cash flows from operating leases were $27$85 million and $82 million for the threenine months ended March 31,September 30, 2023 and 2022, respectively.

New operating lease assets and liabilities entered into during the threenine months ended March 31,September 30, 2023 and 2022, were $18$143 million and $12$75 million, respectively. For the nine months ended September 30, 2023, this included newly acquired Spectrum leases. Supplemental balance sheet information related to leases was as follows:
In millionsIn millionsMarch 31, 2023December 31, 2022In millionsSeptember 30, 2023December 31, 2022
Operating LeasesOperating Leases Operating Leases 
Operating lease right-of-use assets 1
Operating lease right-of-use assets 1
$422 $426 
Operating lease right-of-use assets 1
$487 $426 
Current operating lease liabilities 2
Current operating lease liabilities 2
89 90 
Current operating lease liabilities 2
91 90 
Noncurrent operating lease liabilities 3
Noncurrent operating lease liabilities 3
332 333 
Noncurrent operating lease liabilities 3
394 333 
Total operating lease liabilitiesTotal operating lease liabilities$421 $423 Total operating lease liabilities$485 $423 
1.Included in "Deferred charges and other assets" in the Condensed Consolidated Balance Sheet.Sheets.
2.Included in "Accrued and other current liabilities" in the Condensed Consolidated Balance Sheet.Sheets.
3.Included in "Other noncurrent obligations" in the Condensed Consolidated Balance Sheet.Sheets.

Operating lease ROUright-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide the lessor’s implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments.
Lease Term and Discount Rate for Operating LeasesLease Term and Discount Rate for Operating LeasesMarch 31, 2023December 31, 2022Lease Term and Discount Rate for Operating LeasesSeptember 30, 2023December 31, 2022
Weighted-average remaining lease term (years)Weighted-average remaining lease term (years)8.48.1Weighted-average remaining lease term (years)8.68.1
Weighted average discount rateWeighted average discount rate2.78 %2.76 %Weighted average discount rate3.46 %2.76 %

Maturities of lease liabilities were as follows:
Maturity of Lease Liabilities at March 31, 2023Operating Leases
Maturity of Lease Liabilities at September 30, 2023Maturity of Lease Liabilities at September 30, 2023Operating Leases
In millionsIn millionsOperating LeasesIn millions
Remainder of 2023Remainder of 2023Remainder of 2023$28 
2024202486 2024103 
2025202564 202581 
2026202647 202662 
2027202737 202751 
2028 and thereafter2028 and thereafter172 2028 and thereafter244 
Total lease paymentsTotal lease payments$482 Total lease payments$569 
Less: InterestLess: Interest61 Less: Interest84 
Present value of lease liabilitiesPresent value of lease liabilities$421 Present value of lease liabilities$485 

The Company has leases in which it is the lessor. In connection with the N&B Transaction and the M&M Divestiture, DuPont entered into leasing agreements with IFF and Celanese, whereby DuPont is leasing certain properties, including office spaces and R&D laboratories. These leases are classified as operating leases and lessor income and related expenses are not significant to the Company's Condensed Consolidated Balance SheetSheets or interim Consolidated Statement of Operations. Lease agreements where the Company is the lessor have final expirations through 2036.


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NOTE 1516 - STOCKHOLDERS' EQUITY
Share Repurchase Program
In November 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock (the “$5B Share Buyback Program"). The $5B Share Buyback Program expires on June 30, 2024, unless extended or shortened by the Board of Directors.

In the fourth quarter 2022, DuPont entered into accelerated share repurchase ("ASR") agreements with three financial counterparties.counterparties (the "$3.25B ASR Transaction"). DuPont paid with cash on hand an aggregate of $3.25 billion to the counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $2.6 billion. The $3.25B ASR Transaction was completed during the third quarter of 2023 with DuPont receiving and retiring an additional 8.0 million shares of DuPont common stock. In connection with the completion of the transaction the remaining $650$613 million was settled as a forward contract indexed to DuPont common stock at the time of settlement, classified within stockholders’ equity. At the completion of the $3.25B ASR Transaction, the Company had repurchased and retired a total of 46.8 million shares at an average price of $69.44 per share.

In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $2 billion of common stock ("$2B ASR Transaction"). DuPont paid an aggregate of $2 billion to the counterparties and received initial deliveries of 21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $1.6 billion. The remaining $400 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders’ equity. The $2B ASR Transaction was funded with cash on hand and will expire in February 2024. The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the term of the $2B ASR transaction,Transaction, less an agreed upon discount. The ASR transaction is being funded with cash on hand and is expected to be completed in the third quarter 2023.

For the three months ended March 31, 2023, there were no purchasescompletion of the Company's common stock. At March 31, 2023, $2 billion is the approximate dollar value of shares that remain authorized for repurchases under$2B ASR Transaction will effectively complete the $5B Share Buyback Program and the Company's stock repurchase authorization. Any additional repurchases under the $5B Share Buyback program will be made from time to time

The Inflation Reduction Act of 2022 introduced a 1 percent nondeductible excise tax imposed on the opennet value of certain stock repurchases made after December 31, 2022. The net value is determined by the fair market at prevailingvalue of the stock repurchased during the tax year, reduced by the fair market prices orvalue of stock issued during the tax year. The Company recorded total excise tax of $22 million as a reduction to retained earnings for the three months ended September 30, 2023, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in privately negotiated transactions off the market, which may include additional accelerated share repurchase agreements. The timing and numberour Condensed Consolidated Balance Sheets as of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.September 30, 2023.

Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the threenine months ended March 31,September 30, 2023 and 2022:

Accumulated Other Comprehensive LossCumulative Translation AdjPension and OPEBDerivative InstrumentsTotal
In millions
2022
Balance at January 1, 2022$(88)$73 $56 $41 
Other comprehensive (loss) income before reclassifications(265)(6)11 (260)
Amounts reclassified from accumulated other comprehensive loss— (1)— (1)
Net other comprehensive (loss) income$(265)$(7)$11 $(261)
Balance at March 31, 2022$(353)$66 $67 $(220)
2023
Balance at January 1, 2023$(968)$60 $117 $(791)
Other comprehensive income (loss) before reclassifications81 (1)(3)77 
Amounts reclassified from accumulated other comprehensive loss— (3)— (3)
Net other comprehensive income (loss)$81 $(4)$(3)$74 
Balance at March 31, 2023$(887)$56 $114 $(717)

Accumulated Other Comprehensive LossCumulative Translation AdjPension and OPEBDerivative InstrumentsTotal
In millions
2022
Balance at January 1, 2022$(88)$73 $56 $41 
Other comprehensive (loss) income before reclassifications(1,774)24 109 (1,641)
Amounts reclassified from accumulated other comprehensive loss— (3)— (3)
Net other comprehensive (loss) income$(1,774)$21 $109 $(1,644)
Balance at September 30, 2022$(1,862)$94 $165 $(1,603)
2023
Balance at January 1, 2023$(968)$60 $117 $(791)
Other comprehensive loss before reclassifications(332)(6)(12)(350)
Amounts reclassified from accumulated other comprehensive loss— (7)— (7)
Net other comprehensive loss$(332)$(13)$(12)$(357)
Balance at September 30, 2023$(1,300)$47 $105 $(1,148)
The tax effects on the net activity related to each component of other comprehensive income (loss)loss were not significant for the three and nine months ended March 31,September 30, 2023 and 2022.



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NOTE 1617 - PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS
A summary of the Company's pension plans and other post-employment benefits can be found in Note 19 to the Consolidated Financial Statements included in the Company’s 2022 Annual Report.

The following sets forth the components of the Company's net periodic benefit costs (credits) for defined benefit pension plans:
Net Periodic Benefit Costs for All Significant PlansThree Months Ended March 31,
In millions20232022
Service cost 1
$$12 
Interest cost 2
24 14 
Expected return on plan assets 3
(23)(27)
Amortization of prior service credit 4
(1)(1)
Amortization of unrecognized net loss 5
— 
Curtailment/settlement 6
(1)— 
Net periodic benefit costs (credits) - Total$$(1)
Less: Net periodic benefit credits - Discontinued operations(2)(3)
Net periodic benefit costs - Continuing operations$10 $
Net Periodic Benefit Costs for All Significant PlansThree Months Ended
September 30,
Nine Months Ended
September 30,
In millions2023202220232022
Service cost$$$19 $32 
Interest cost26 14 75 41 
Expected return on plan assets(24)(24)(71)(76)
Amortization of prior service credit(1)(1)(2)(4)
Amortization of unrecognized net (gain) loss(1)(2)
Curtailment/settlement
— (2)(2)(1)
Net periodic benefit costs (credits) - Total$$(3)$17 $(6)
Less: Net periodic benefit credits - Discontinued operations(2)(2)(6)(7)
Net periodic benefit costs (credits) - Continuing operations$$(1)$23 $
1. The service cost from continuing operations was $8 million and $9 million for the three months ended March 31, 2023 and 2022, respectively, for significant plans.
2. The interest cost from continuing operations was $23 million and $13 million for the three months ended March 31, 2023 and 2022, respectively, for significant plans.
3. The expected return on plan assets from continuing operations was $19 million and $21 million for the three months ended March 31, 2023 and 2022, respectively, for significant plans.
4. The amortization of prior service credit from continuing operations was $1 million and immaterial for the three months ended March 31, 2023 and 2022, respectively, for significant plans.
5. The amortization of unrecognized net gain from continuing operations was immaterial for the three months ended March 31, 2023, and a $1 million net loss for the three months ended March 31, 2022, for significant plans.
6. The curtailment and settlement gain from continuing operations was $1 millionfor the three months ended March 31, 2023, and an immaterial loss for the three months ended March 31, 2022, for significant plans.
Net Periodic Benefit Costs for Plans in Continuing OperationsThree Months Ended
September 30,
Nine Months Ended
September 30,
In millions2023202220232022
Service cost$$$16 $21 
Interest cost24 13 70 37 
Expected return on plan assets(20)(19)(58)(57)
Amortization of prior service credit
— — (1)(2)
Amortization of unrecognized net (gain) loss(1)(2)
Curtailment/settlement— (2)(2)(1)
Net periodic benefit costs (credits) - Continuing operations$$(1)$23 $

The continuing operations portion of the net periodic benefit costs, other than the service cost component, is included in "Sundry income (expense) - net" in the interim Consolidated Statements of Operations.

DuPont expects to make additional contributions in the aggregate of approximately $55$19 million by year-end 2023, including plans held in discontinued operations.


NOTE 1718 - STOCK-BASED COMPENSATION
A summary of the Company's stock-based compensation plans can be found in Note 20 to the Consolidated Financial Statements included in the Company's 2022 Annual Report.

In the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 Plan") which allows the Company to grant options, share appreciation rights, restricted shares, restricted stock units ("RSUs"), share bonuses, other share-based awards, cash awards, or any combination of the foregoing. Under the 2020 Plan, a maximum of 1716 million shares of common stock are available for award as of March 31,September 30, 2023.

DuPont recognized share-based compensation expense in continuing operations of $16$22 million and $19$20 million for the three months ended March 31,September 30, 2023 and 2022, respectively, and $55 million and $58 million for the nine months ended September 30, 2023 and 2022, respectively. The income tax benefits related to stock-based compensation arrangements were $3$5 million and $4 million for the three months ended March 31,September 30, 2023 and 2022, respectively.respectively, and $12 million for both the nine months ended September 30, 2023 and 2022.

In the second quarter of 2023, the Company granted 0.9 million RSUs and 0.3 million performance based stock units ("PSUs"). The weighted-average fair values per share associated with the grants were $64.20 per RSU and $66.88 per PSU. There was minimal activity in the first and third quarters of 2023.

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NOTE 1819 - FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at March 31,September 30, 2023 and December 31, 2022:
Fair Value of Financial InstrumentsFair Value of Financial InstrumentsMarch 31, 2023December 31, 2022Fair Value of Financial InstrumentsSeptember 30, 2023December 31, 2022
In millionsIn millionsCostGainLossFair ValueCostGainLossFair ValueIn millionsCostGainLossFair ValueCostGainLossFair Value
Cash equivalents
Cash equivalents
$1,492 $— $— $1,492 $2,198 $— $— $2,198 
Cash equivalents
$223 $— $— $223 $2,198 $— $— $2,198 
Restricted cash equivalents 1
Restricted cash equivalents 1
$111 $— $— $111 $110 $— $— $110 
Restricted cash equivalents 1
409 — — 409 110 — — 110 
Marketable securitiesMarketable securities$1,319 $— $— $1,319 $1,302 $— $— $1,302 Marketable securities— — — — 1,302 — — 1,302 
Total cash and restricted cash equivalents and marketable securitiesTotal cash and restricted cash equivalents and marketable securities$2,922 $— $— $2,922 $3,610 $— $— $3,610 Total cash and restricted cash equivalents and marketable securities$632 $— $— $632 $3,610 $— $— $3,610 
Long-term debt including debt due within one year$(8,147)$58 $(76)$(8,165)$(8,145)$227 $(58)$(7,976)
Long-term debt including debt due within one year 2
Long-term debt including debt due within one year 2
$(8,158)$467 $(52)$(7,743)$(8,145)$227 $(58)$(7,976)
Derivatives relating to:Derivatives relating to:Derivatives relating to:
Net investment hedge 2
— 145 — 145 — 149 — 149 
Foreign currency 3, 4
— 12 (10)— 10 (35)(25)
Interest rate swap agreements 5
— — (40)(40)— — (71)(71)
Net investment hedge 3
Net investment hedge 3
$— $134 $— $134 $— $149 $— $149 
Foreign currency 4, 5
Foreign currency 4, 5
— 19 (8)11 — 10 (35)(25)
Interest rate swap agreements 6
Interest rate swap agreements 6
— — (118)(118)— — (71)(71)
Total derivativesTotal derivatives$— $157 $(50)$107 $— $159 $(106)$53 Total derivatives$— $153 $(126)$27 $— $159 $(106)$53 
1.At March 31,September 30, 2023 there was $7 million of restricted cash classified as "Prepaid and other current assets" and $104$409 million classified as "Restricted cash and cash equivalents" in the Condensed Consolidated Balance Sheets. At December 31, 2022 there was $7 million of restricted cash classified as "Prepaid"Restricted cash and other current assets"cash equivalents" and $103 million classified as "Restricted cash and cash equivalents"equivalents - noncurrent" in the Condensed Consolidated Balance Sheet.Sheets. See Note 67 for more information on restricted cash.
2.Included in the balance is a fair value hedging revaluation related to the Company's interest rate swap agreements. At September 30, 2023 and December 31, 2022 this balance was $118 million and $71 million, respectively.
3.Classified as "Deferred charges and other assets" in the Condensed Consolidated Balance Sheets.
3.4.Classified as "Prepaid and other current assets" and "Accrued and other current liabilities" in the Condensed Consolidated Balance Sheets.
4.5.Presented net of cash collateral where master netting arrangements allow.
5.6.Classified as "Other noncurrent obligations" in the Consolidated Balance Sheets.

Derivative Instruments
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks. The Company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.

Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the Company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps.

The Company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The Company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.

The notional amounts of the Company's derivative instruments were as follows:
Notional AmountsNotional AmountsMarch 31, 2023December 31, 2022Notional AmountsSeptember 30, 2023December 31, 2022
In millionsIn millionsIn millions
Derivatives designated as hedging instruments:Derivatives designated as hedging instruments:Derivatives designated as hedging instruments:
Net investment hedge Net investment hedge$1,000 $1,000  Net investment hedge$1,000 $1,000 
Interest rate swap agreements Interest rate swap agreements$1,000 $1,000  Interest rate swap agreements$1,000 $1,000 
Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:
Foreign currency contracts 1
Foreign currency contracts 1
$648 $476 
Foreign currency contracts 1
$627 $476 
1.Presented net of contracts bought and sold.
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Derivatives Designated in Hedging Relationships
Net Foreign Investment Hedge
In the second quarter of 2021, the Company entered into a fixed-for-fixed cross currency swaps with an aggregate notional amount totaling $1 billion to hedge the variability of exchange rate impacts between the U.S. Dollar and Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $1 billion at an interest rate of 4.73%4.73 percent for €819 million at a weighted average interest rate of 3.26%.3.26 percent. The cross-currency swap is designated as a net investment hedge and expires on November 15, 2028.

The Company has made an accounting policy election to account for the net investment hedge using the spot method. The Company has also elected to amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued. The cross-currency swap is marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within AOCL, net of amounts associated with excluded components which are recognized in interest expense in the interim Consolidated Statements of Operations.

Interest Rate Swap Agreements
In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements with an aggregate notional principal amount totaling $1 billion to hedge changes in the fair value of the Company’s long-term debt due to interest rate change movements. These swaps converted $1 billion of the Company’s $1.65 billion principal amount of fixed rate notes due 2038 into floating rate debt for the portion of their terms through 2032 with an interest rate based on the Secured Overnight Financing Rate ("SOFR"). Under the terms of the agreements, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount. The interest rate swaps are designated as fair value hedges and expire on November 15, 2032.

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

Derivatives not Designated in Hedging Relationships
Foreign Currency Contracts
The Company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The Company may use foreign currency exchange contracts to offset a portion of the Company's exposure to certain foreign currency-denominated revenues so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated revenues.

Effect of Derivative Instruments
Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities. The amount charged on a pre-tax basis related to foreign currency derivatives not designated as a hedge, which was included in “Sundry income (expense) - net” in the interim Consolidated Statements of Operations, was a gain of $11 million and a loss of $19 million and $29$24 million for the three months ended March 31,September 30, 2023 and 2022, respectively. There was a loss of $63 million and $73 million for the nine months ended September 30, 2023 and 2022, respectively. The income statement effects of other derivatives were immaterial.


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NOTE 1920 - FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
Basis of Fair Value Measurements on a Recurring Basis at March 31,September 30, 2023Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1
$1,603632 
Marketable securities 2
1,319 
Derivatives relating to: 32
Net investment hedge145134 
Foreign currency contracts 43
3033 
Total assets at fair value$3,097799 
Liabilities at fair value:
Long-term debt including debt due within one year 54
$8,1657,743 
Derivatives relating to: 32
Interest rate swap agreements40118 
Foreign currency contracts 43
2822 
Total liabilities at fair value$8,2337,883 
1. Treasury bills, timeTime deposits and money market funds included in "Cash and cash equivalents" and money market funds included in "Prepaid"Restricted cash and other current assets"cash equivalents" in the Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2. Time deposits classified as held to maturity, with maturities of greater than three months and less than twelve months at time of acquisition, which are recorded at amortized cost which approximates fair value.
3. See Note 1819 for the classification of derivatives in the Condensed Consolidated Balance Sheets.
4.3. Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Condensed Consolidated Balance Sheets. The offsetting counterparty and cash collateral netting amounts for foreign currency contracts were $18$14 million and zero respectively, for both assets and liabilities as of March 31,September 30, 2023.
5.4. Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

Basis of Fair Value Measurements on a Recurring Basis at December 31, 2022Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1
$2,308 
Marketable securities 2
1,302 
Derivatives relating to: 3
Net investment hedge149 
Foreign currency contracts 4
26 
Total assets at fair value$3,785 
Liabilities at fair value:
Long-term debt including debt due within one year 5
$7,976 
Derivatives relating to: 3
Interest rate swap agreements71 
Foreign currency contracts 4
51 
Total liabilities at fair value$8,098 
1. Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Prepaid"Restricted cash and other current assets"cash equivalents" in the Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2. Time deposits classified as held to maturity, with maturities of greater than three months and less than twelve months at time of acquisition, which are recorded at amortized cost which approximates fair value.
3. See Note 1819 for the classification of derivatives in the Condensed Consolidated Balance Sheets.
4. Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Condensed Consolidated Balance Sheets. The offsetting counterparty and cash collateral netting amounts were $17 million for both assets and liabilities as of December 31, 2022.
5. Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.


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Fair Value Measurements on a Nonrecurring Basis
In the first quarter of 2022, the Company recorded an impairment charge related to equity method investments within Electronics & Industrial. The impairment analysis was performed using Level 3 inputs within the fair value hierarchy. See Note 5 for further discussion.


NOTE 2021 - SEGMENTS AND GEOGRAPHIC REGIONS
The historical Mobility & Materials segment costs 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 include costs related to activities the Company will continue to undertake post-closing of the M&M Divestiture, and for which it will be reimbursed (“Future Reimbursable Indirect Costs”). 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.

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, excluding costs related to activities "Future Reimbursable Indirect Costs", and adjusted for significant items. Reconciliations of these measures are provided on the following pages.

Segment InformationSegment InformationElectronics. & IndustrialWater & Protection
Corporate & Other 1
TotalSegment InformationElectronics & IndustrialWater & Protection
Corporate & Other 1
Total
In millionsIn millionsIn millions
Three months ended March 31, 2023
Three months ended September 30, 2023Three months ended September 30, 2023
Net salesNet sales$1,296 $1,449 $273 $3,018 Net sales$1,368 $1,413 $277 $3,058 
Operating EBITDA 2
Operating EBITDA 2
$362 $344 $$714 
Operating EBITDA 2
$383 $362 $30 $775 
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates$$10 $— $15 Equity in earnings of nonconsolidated affiliates$$$— $11 
Three months ended March 31, 2022
Three months ended September 30, 2022Three months ended September 30, 2022
Net salesNet sales$1,536 $1,429 $309 $3,274 Net sales$1,511 $1,534 $272 $3,317 
Operating EBITDA 2
Operating EBITDA 2
$476 $341 $$818 
Operating EBITDA 2
$473 $382 $$856 
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates$10 $14 $$26 Equity in earnings of nonconsolidated affiliates$$$— $16 
Nine months ended September 30, 2023Nine months ended September 30, 2023
Net salesNet sales$3,976 $4,356 $838 $9,170 
Operating EBITDA 2
Operating EBITDA 2
$1,094 $1,074 $59 $2,227 
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates$11 $29 $— $40 
Nine months ended September 30, 2022Nine months ended September 30, 2022
Net salesNet sales$4,574 $4,460 $879 $9,913 
Operating EBITDA 2
Operating EBITDA 2
$1,429 $1,071 $$2,503 
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates$26 $31 $$62 
1.Corporate & Other includes activities of the Retained Businesses and Biomaterials prior to its May 2022 divestiture.
2.A reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA is provided below.

Reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended March 31, 2023 and 2022Three Months Ended March 31,
In millions20232022
Income from continuing operations, net of tax$273 $232 
+Provision for income taxes on continuing operations83 47 
Income from continuing operations before income taxes$356 $279 
+Depreciation and amortization277 297 
-
Interest income 1
46 
+Interest expense95 118 
-
Non-operating pension/OPEB benefit (costs) credits 1
(2)
-
Foreign exchange losses, net 1
(20)(5)
+Future reimbursable indirect costs16 
-Significant items charge(8)(111)
Operating EBITDA$714 $818 
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Reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended September 30, 2023 and 2022Three Months Ended September 30,
In millions20232022
Income from continuing operations, net of tax$291 $359 
+Provision for income taxes on continuing operations117 139 
Income from continuing operations before income taxes$408 $498 
+Depreciation and amortization294 283 
-
Interest income 1
34 
+Interest expense102 127 
-
Non-operating pension/OPEB benefit (costs) credits 1
(3)
-
Foreign exchange gains, net 1
17 
+Future reimbursable indirect costs14 
-Significant items charge(17)49 
Operating EBITDA$775 $856 
1.Included in "Sundry income (expense) - net."

Reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA for the Nine Months Ended September 30, 2023 and 2022Nine Months Ended September 30,
In millions20232022
Income from continuing operations, net of tax$833 $956 
+Provision for income taxes on continuing operations287 299 
Income from continuing operations before income taxes$1,120 $1,255 
+Depreciation and amortization853 861 
-
Interest income 1
132 
+Interest expense295 365 
-
Non-operating pension/OPEB benefit (costs) credits 1
(7)20 
-
Foreign exchange (losses) gains, net 1
(31)
+Future reimbursable indirect costs45 
-Significant items charge(47)(14)
Operating EBITDA$2,227 $2,503 
311.Included in "Sundry income (expense) - net."


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The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA above:
Significant Items by Segment for the Three Months Ended March 31, 2023Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Restructuring and asset related charges - net 1
(9)— (5)(14)
Gain on divestiture 2
— (1)
Total$(2)$— $(6)$(8)
Significant Items by Segment for the Three Months Ended September 30, 2023Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Acquisition, integration and separation costs 1
$(9)$— $— $(9)
Restructuring and asset related charges - net 2
(4)(1)(3)(8)
Total$(13)$(1)$(3)$(17)
1. Acquisition, integration and separation costs related to the Spectrum Acquisition.
2. Includes restructuring actions and asset related charges. See Note 56 for additional information.
2. Reflected in "Sundry income (expense) - net."
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Significant Items by Segment for the Three Months Ended March 31, 2022Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Acquisition, integration and separation costs 1
$(1)$— $(7)$(8)
Restructuring and asset related charges - net 2
(1)(3)(3)(7)
Asset impairment charges 3
(94)— — (94)
Terminated Intended Rogers Acquisition financing fees 4
— — (2)(2)
Total$(96)$(3)$(12)$(111)
Significant Items by Segment for the Three Months Ended September 30, 2022Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Acquisition, integration and separation costs 1
$— $— $(7)$(7)
Gain on divestiture 2
— — 
Terminated Intended Rogers Acquisition financing fees 3
— — (1)(1)
Employee Retention Credit 4
20 20 12 52 
Total$20 $20 $$49 
1. Acquisition, integration and separation costs related to strategic initiatives including the acquisitionsale of Laird PMthe Biomaterials business unit and the Terminated Intended Rogers Acquisition.
2. Includes restructuring actions and asset related charges. See Note 5 for additional information.Reflected in "Sundry income (expense) - net."
3. Relates to an impairment of an equity method investment. See Note 5 for additional information.
4. Includes acquisition costs associated with the Terminated Intended Rogers Acquisition related to the financing agreements, specifically the structuring fees and the amortization of the commitment fees reflected in "Interest Expense".Expense."
4. Employee Retention Credit pursuant to the Coronavirus Aid, Relief, and Economic Security ("CARES") Act as enhanced by the Consolidated Appropriations Act ("CAA") and American Rescue Plan Act ("ARPA") reflected in "Costs of sales," "Research and development expenses" and "Selling, general and administrative expenses."

Significant Items by Segment for the Nine Months Ended September 30, 2023Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Acquisition, integration and separation costs 1
$(15)$— $— $(15)
Restructuring and asset related charges - net 2
(26)— (13)(39)
Gain on divestiture 3
(1)
Total$(34)$$(14)$(47)
1. Acquisition, integration and separation costs related to the Spectrum Acquisition.
2. Includes restructuring actions and asset related charges. See Note 6 for additional information.
3. Reflected in "Sundry income (expense) - net."

Significant Items by Segment for the Nine Months Ended September 30, 2022Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Acquisition, integration and separation costs 1
$— $— $(28)$(28)
Restructuring and asset related charges - net 2
(1)(3)(3)(7)
Asset impairment charges 3
(94)— — (94)
Gain on divestiture 4
— 37 31 68 
Terminated Intended Rogers Acquisition financing fees 5
— — (5)(5)
Employee Retention Credit 6
20 20 12 52 
Total$(75)$54 $$(14)
1. Acquisition, integration and separation costs related to strategic initiatives including the Terminated Intended Rogers Acquisition.
2. Includes restructuring actions and asset related charges. See Note 6 for additional information.
3. Relates to an impairment of an equity method investment. See Note 6 for additional information.
4. Reflected in "Sundry income (expense) - net."
5. Includes acquisition costs associated with the Terminated Intended Rogers Acquisition related to the financing agreements, specifically the structuring fees and the amortization of the commitment fees reflected in "Interest Expense."
6. Employee Retention Credit pursuant to the Coronavirus Aid, Relief, and Economic Security ("CARES") Act as enhanced by the Consolidated Appropriations Act ("CAA") and American Rescue Plan Act ("ARPA") reflected in "Costs of sales," "Research and development expenses" and "Selling, general and administrative expenses."


NOTE 2122 - SUBSEQUENT EVENTS
Proposed Spectrum AcquisitionClosing of the Delrin® Divestiture
On May 2,November 1, 2023, the Company closed its previously announced that it had entered into a definitive agreementsale of an 80.1 percent ownership interest in the Delrin® business to acquire Spectrum Plastics Group (“Spectrum”) from AEA Investors for $1.75 billion, $1.72 billion net purchase price after certain tax attributes (the “Proposed Spectrum Acquisition”TJC LP ("TJC"). DuPont received pre-tax cash proceeds of approximately $1.28 billion which includes certain customary transaction adjustments, a note receivable of $350 million, and DuPont will retain a less than 20 percent non-controlling common equity interest in the Delrin® business. The Proposed Spectrum Acquisition is expected to close byCompany will determine the endfair value of the thirdequity interest and the note receivable during the fourth quarter of 2023, subject to regulatory approvals and other customary closing conditions, and will be part of the Electronic & Industrials segment. The Company intends to pay for the acquisition from existing cash balances.

2023.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the interim Consolidated Financial Statements and related notes to enhance the understanding of the Company’s operations and present business environment. Components of management’s discussion and analysis of financial condition and results of operations include:

Overview
Result of Operations
Segment Results
Changes in Financial Condition


OVERVIEW
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, building and construction, healthcare and worker safety.

As of March 31,September 30, 2023, the Company has $6.6$3.1 billion of working capital and approximately $4.8$1.3 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations.

Outlined below are recent developments and material historical transactions impacting this Quarterly Report on Form 10-Q.

Mobility & Materials Divestitures
On November 1, 2022, DuPont completed the divestiture of the majority of its historical Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”), to Celanese Corporation (“Celanese”). The divestiture was pursuant to the Transaction Agreement (the "Transaction Agreement") with Celanese entered on February 17, 2022 and announced on February 18, 2022. The Company also announced on February 18, 2022, that its Board of Directors approved the divestiture of the Delrin® acetal homopolymer (H-POM) business (the “Delrin® Divestiture”), subject to entry into a definitive agreement and satisfaction of customary closing conditions, (the Delrin® Divestiture and together with the M&M Divestiture, collectively the "M&M Divestitures” and the businesses in scope of the M&M Divestitures collectively the "M&M Businesses"). As of March 31, 2023, the Company anticipates a closing date for the sale of Delrin® by the end of 2023. The Company determined that the M&M Businesses met the criteria to be classified as held for sale and that the sale represents a strategic shift that has a major effect on the Company’s operations and results. On November 1, 2023, DuPont completed the previously announced divestiture of 80.1 percent ownership interest in the Delrin® business to TJC LP ("TJC"). See Note 22 – to the interim Consolidated Financial Statements for additional information.

The financial position of DuPont as of March 31,September 30, 2023 and December 31, 2022, present the businesses to be divested as part of the Delrin® Divestiture, as discontinued operations. The results of operations for the three and nine months ended March 31,September 30, 2023, present the financial results of Delrin® as discontinued operations. The results of operations for the three and nine months ended March 31,September 30, 2022, present the financial results of the M&M Businesses as discontinued operations. TheFor the nine months ended September 30, 2023, the interim Consolidated Statements of Cash Flows present the cash flows andof Delrin® as discontinued operations. The interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2022, present the cash flows from the M&M Businesses as discontinued operations. The comprehensive income of the M&M Businesses have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income respectively, for all periods presented. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the M&M Businesses. See Note 34 to the interim Consolidated Financial Statements for additional information.


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Recent Developments
Macroeconomic Conditions
In the firstthird quarter 2023, DuPont continued to experience the impact of adverse macroeconomic factors including an inflationary environment andcontinued demand declines in consumer facing markets, includingchannel inventory destocking and slower industrial demand in China. The ultimate extent to which these macroeconomic factors will continue to impact DuPont's results is not known.

Spectrum Acquisition
On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”). The net purchase price was approximately $1,792 million, including a net upward adjustment of approximately $43.1 million for acquired cash and net working capital, among other items. See Note 3 to the interim Consolidated Financial Statements for additional information.

Delrin® Divestiture
On November 1, 2023, DuPont completed the previously announced divestiture of 80.1 percent ownership interest in the Delrin® business to TJC LP ("TJC"). See Note 22 to the interim Consolidated Financial Statements for additional information.

Share Buyback Program
On September 6, 2023 the Company announced the completion of the $3.25 billion accelerated share repurchase ("ASR") transaction and the entry into a new accelerated share repurchase transaction with three financial counterparties to repurchase an aggregate of $2 billion of common stock (the "$2B ASR Transaction"). The $2B ASR Transaction effectively completes the Company's remaining share repurchase authorization. See Note 16 to the interim Consolidated Financial Statements for additional information.

Dividends
On February 6,October 17, 2023, the Board of Directors declared a firstfourth quarter 2023 dividend of $0.36 per share, payable on December 15, 2023, to shareholders of record on November 30, 2023.

On June 27, 2023, the Company announced that its Board of Directors declared a third quarter dividend of $0.36 per share which was paid on MarchSeptember 15, 2023, to shareholders of record on February 28, 2023.

On April 19, 2023, the Company announced that its Board declared a second quarter dividend of $0.36 per share payable on June 15, 2023, to shareholders of record on MayJuly 31, 2023.


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RESULTS OF OPERATIONS
Summary of Sales ResultsSummary of Sales ResultsThree Months Ended March 31,Summary of Sales ResultsThree Months Ended
September 30,
Nine Months Ended
September 30,
In millionsIn millions20232022In millions2023202220232022
Net salesNet sales$3,018 $3,274 Net sales$3,058 $3,317 $9,170 $9,913 

The following table summarizes sales variances by segment and geographic region from the prior year:
Sales Variances by Segment and Geographic RegionSales Variances by Segment and Geographic RegionSales Variances by Segment and Geographic Region
Percentage change from prior yearPercentage change from prior yearThree Months Ended March 31, 2023Percentage change from prior yearThree Months Ended September 30, 2023Nine Months Ended September 30, 2023
Local Price & Product MixCurrencyVolumePortfolio & OtherTotalLocal Price & Product MixCurrencyVolumePortfolio & OtherTotalLocal Price & Product MixCurrencyVolumePortfolio & OtherTotal
Electronics & IndustrialElectronics & Industrial%(2)%(15)%(1)%(16)%Electronics & Industrial(1)%— %(12)%%(9)%%(1)%(13)%— %(13)%
Water & ProtectionWater & Protection(3)(2)— Water & Protection— (9)— (8)(1)(5)— (2)
Corporate & Other 1
Corporate & Other 1
(3)— (14)(12)
Corporate & Other 1
(1)— (1)(9)(5)
TotalTotal%(3)%(7)%(2)%(8)%Total— %— %(10)%%(8)%%(1)%(8)%— %(7)%
U.S. & CanadaU.S. & Canada%— %(5)%(3)%(2)%U.S. & Canada%— %(11)%%(5)%%— %(8)%%(4)%
EMEA 2
EMEA 2
(4)— — 
EMEA 2
(5)— — (2)— 
Asia PacificAsia Pacific(4)(13)(2)(16)Asia Pacific(1)(2)(11)(1)(15)(3)(11)(2)(15)
Latin AmericaLatin America— 14 — 17 Latin America— — — 
TotalTotal%(3)%(7)%(2)%(8)%Total— %— %(10)%%(8)%%(1)%(8)%— %(7)%
1.Corporate & Other includes activities of the Retained Businesses, Biomaterials and previously divested businesses.
2.Europe, Middle East and Africa.

The Company reported net sales for the three months ended March 31,September 30, 2023 of $3.0$3.1 billion, down 8 percent from $3.3 billion for the three months ended March 31,September 30, 2022, due to a 710 percent decrease in volume a 3 percent unfavorable currency impact, and a 2 percent decrease in portfolio actions, partially offset by a 42 percent increase in local price and product mix.portfolio actions. Volume decrease was driven bydecreases in Electronics & Industrial (down 1512 percent) and Water & Protection (down 9 percent) were slightly offset by Corporate & Other (up 2 percent). Portfolio and other changes increased by 4 percent within Electronics & Industrial driven by the Spectrum Acquisition. Currency was down 3 percentflat compared with the same period last year, driven by EMEA (down(up 4 percent) andoffset by Asia Pacific (down 42 percent). Portfolio

Net sales for the nine months ended September 30, 2023 of $9.2 billion, down 7 percent from $9.9 billion for the nine months ended September 30, 2022, due to a 8 percent decrease in volume and other changes decreaseda 1 percent unfavorable currency impact, partially offset by a 2 percent drivenincrease in local price and product mix. Volume decreases in Electronics & Industrial (down 13 percent) and Water & Protection (down 5 percent) were slightly offset by declines within Corporate & Other (down 14(up 3 percent) primarily due to the sale of Biomaterials in May 2022.. Local price and product mix increase was driven by Water & Protection (up 64 percent), Corporate & Other (up 52 percent) and Electronics & Industrial (up 21 percent). Local price and product mix increased across all regions. Currency was down 1 percent compared with the same period last year, driven by Asia Pacific (down 3 percent).

Cost of Sales
Cost of sales was $2.0 billion for the three months ended March 31,September 30, 2023, down slightly from $2.1 billion for the three months ended March 31, 2022.September 30, 2022. Cost of sales decreased for the three months ended March 31,September 30, 2023 primarily due to decreased sales volume and currency impacts, primarily within the Asia Pacific and EMEA regions, partially offset by higher raw material costs globally.volume.

Cost of sales as a percentage of net sales for the three months ended March 31,September 30, 2023 was 6664 percent compared with 63 percent for the three months ended September 30, 2022. The increase as a percentage of sales for the three months ended September 30, 2023 as compared with the same period of the prior year was primarily due the impact of reduced production rates to better align inventory with demand partially offset by lower logistics and energy costs.

For the nine months ended September 30, 2023, cost of sales was $6.0 billion, down slightly from $6.4 billion for the nine months ended September 30, 2022. Cost of sales decreased for the nine months ended September 30, 2023 primarily due to decreased sales volume.

Cost of sales as a percentage of net sales for the nine months ended September 30, 2023 was 65 percent compared with 64 percent for the threenine months ended March 31,September 30, 2022.

The increase as a percentage of sales for the nine months ended September 30, 2023 as compared with the same period of the prior year was primarily due the impact of reduced production rates to better align inventory with demand.
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Research and Development Expenses ("R&D")
R&D expenses totaled $127$128 million in the firstthird quarter of 2023, down from $143$129 million in the firstthird quarter of 2022. R&D as a percentage of net sales was consistent period over period at 4 percent for the three months ended March 31,September 30, 2023 and 2022.

For the first nine months of 2023, R&D expenses totaled $380 million down from $413 million in the first nine months of 2022. R&D as a percentage of net sales was consistent period over period at 4 percent for the nine months ended September 30, 2023 and 2022.

Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $340$360 million in the firstthird quarter of 2023, downup from $389$356 million in the firstthird quarter of 2022. SG&A as a percentage of net sales was fairlyrelatively consistent period over period at 1112 percent and 1211 percent for the three months ended March 31,September 30, 2023 and 2022, respectively.

Amortization of Intangibles
Amortization of intangibles was $147 million in the first quarter of 2023, down from $153 million in the first quarter of 2022. The decreaseslight increase for the three months ended March 31,September 30, 2023 as compared with the same period of the prior year was primarily due to incremental cost from the Spectrum Acquisition.

For the first nine months of 2023, SG&A expenses were $1,058 million down from $1,130 million in the first nine months of 2022. SG&A as a percentage of net sales was relativelyconsistent period over period at 12 percent and 11 percent for the nine months ended September 30, 2023 and 2022, respectively. The decline in SG&A expenses for the nine months ended September 30, 2023 as compared with the same period of the prior year was primarily due to lower stranded costs related to the M&M divestiture, lower personnel related expenses, lower bad debt expense and currency fluctuations.

Amortization of Intangibles
Amortization of intangibles was $155 million in the third quarter of 2023, up from $146 million in the third quarter of 2022. In the first nine months of 2023, amortization of intangibles was $448 million, up from $447 million in the same period of the prior year. The increase for the three and nine months ended September 30, 2023 as compared with the same period of the prior year was primarily due to the Spectrum Acquisition and currency fluctuations.

Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $14$8 million in the firstthird quarter of 2023, downup from $101 millionzero charges in the firstthird quarter of 2022. The activity in the firstthird quarter of 2023 is primarily related to the 2022 Restructuring Program. The

In the first nine months of 2023, restructuring and asset related charges - net were $39 million, down from $101 million in the same period last year. The activity for the nine months of 2023 is primarily related to the 2022 Restructuring Program. The activity for the first quarternine months of 2022 includeincludes a $94 million impairment charge ofrelated to an equity method investment and a $7 million charge related to the 2021 Restructuring Actions.

See Note 5 to the interim Consolidated Financial Statements for additional information.investment.

Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees. The Company recorded no costs$9 million related to continuing operations for the three months ended March 31,September 30, 2023 and recorded costs of $8$7 million for the three months ended March 31,September 30, 2022.In the first nine months of 2023, acquisition, integration and separation costs were $15 million, down from $28 million in the same period of the prior year. For the three and nine months ended March 31,September 30, 2023, these costs were primarily associatedwith the Spectrum Acquisition. Comparatively, for three and nine months ended September 30, 2022, these costs were primarily associated with the executiondivestiture of activities related to strategic initiatives including the acquisition of Laird PMBiomaterials business unit and the now terminated previously announced agreement to acquire the outstanding shares of Rogers Corporation ("Terminated Intended Rogers Acquisition").Corporation.

See Note 3 to the interim Consolidated Financial Statements for additional information.

Equity in Earnings of Nonconsolidated Affiliates
The Company's share of the earnings of nonconsolidated affiliates was $15$11 million in the firstthird quarter of 2023, down from $26$16 million in the third quarter of 2022. In the first nine months of 2023, the Company's share of the earnings of nonconsolidated affiliates was $40 million, down from $62 million in the first quarternine months of 2022.The decrease for2022 earnings of equity affiliates includes a joint venture that was part of the three months ended March 31, 2023 compared to 2022 is primarily due to lower equity earnings acrossdivestiture of the portfolio.Biomaterial division.

Sundry Income (Expense) - Net
Sundry income (expense) - net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments and assets, non-operating pension and other post-employment benefit plan credits or costs, and certain litigation matters. Sundry income (expense) - net in the firstthird quarter of 2023 was income of $29$55 million compared with income of $3$26 million in the firstthird quarter of 2022. The firstthird quarter of 2023 primarily related to a benefits related to the finalization of a gain on sale of a business of $6 million, interest income of $46$34 million partially offset byand foreign currency exchange lossesgains of $20$17 million. The firstthird quarter of 2022 included income related to non-operating pension and other post-employment benefit credits of $7 million, interest income of $5 million, a $6 million adjustment to gain on prior divestitures and foreign currency exchange gains of $5 million.
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In the first nine months of 2023, sundry income (expense) - net was income of $112 million compared with income of $123 million in the first nine months of 2022. The first nine months of 2023 included interest income of $132 million, partially offset by foreign currency exchange losses of $5$31 million. The first nine months of 2022 included benefits related to income related to non-operating pension and other post-employment benefit credits of $20 million, net gain on the sale of the Biomaterials business unit of $26 million and $37 million related to the sale of a land use right within the Water & Protection segment.

Interest Expense
Interest expense was $95$102 million and $120$128 million for the three months ended March 31,September 30, 2023 and 2022, respectively. Interest expense was $295 million and $370 million for the nine months ended September 30, 2023 and 2022, respectively. The decrease in interest expense from the prior year is primarily dueto the redemption of $2.5 billion fixed-rate long-term senior unsecured notes due 2023 in November 2022.

Provision for Income Taxes on Continuing Operations
The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attribute. The effective tax rate on continuing operations for the firstthird quarter of 2023 was 23.328.7 percent, compared with an effective tax rate of 16.827.9 percent for the third quarter of 2022.The higher effective tax rate for the third quarter of 2023 was due to the geographic mix of earnings offset by the U.S. taxation of foreign operations. For the first nine months of 2023, the effective tax rate on continuing operations was 25.6 percent, compared with 23.8 percent for the first quarternine months of 2022. The effective tax rate for the first nine months of 2023 was primarily due to a geographic mix of earnings. The lower effective tax rate for the first quarternine months of 2022 principally resulted from the resultedrecognition of a $94 million impairment charge onof an equity method investment which resulted in a tax benefit of $29 million.million.


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SEGMENT RESULTS
Effective February 2022, the revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the current and historical periods. In addition, the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines within the historical 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 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 relaterelates to activities the Company intends towill 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.

On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”). Spectrum is part of the Electronics & Industrial segment.

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items. Reconciliations of these measures can be found in Note 2021 to the interim Consolidated Financial Statements.


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ELECTRONICS & INDUSTRIAL
The Electronics & Industrial segment is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics including mobile devices, medical devices, television monitors, personal computers and electronics used in a variety of industries. The segment is a leading provider of materials and solutions for the fabrication and packaging of semiconductors and integrated circuits and provides innovative solutions for thermal management and electromagnetic shielding as well as metallization processes for metal finishing, decorative, and industrial applications. Electronics & Industrial is a leading provider of platemaking systems and photopolymer plates for the packaging graphics industry, digital printing inks and cutting-edge materials for the manufacturing of displays for organic light emitting diode ("OLED"). In addition, the segment produces innovative engineering polymer solutions, high performance parts, flexible packaging products, plastic and silicone extrusions, medical silicones and specialty lubricants.
Electronics & IndustrialElectronics & IndustrialThree Months EndedElectronics & IndustrialThree Months EndedNine Months Ended
In millionsIn millionsMarch 31, 2023March 31, 2022In millionsSeptember 30, 2023September 30, 2022September 30, 2023September 30, 2022
Net salesNet sales$1,296 $1,536 Net sales$1,368 $1,511 $3,976 $4,574 
Operating EBITDAOperating EBITDA$362 $476 Operating EBITDA$383 $473 $1,094 $1,429 
Equity earningsEquity earnings$$10 Equity earnings$$$11 $26 
Electronics & IndustrialThree Months Ended
Percentage change from prior yearMarch 31, 2023
Change in Net Sales from Prior Period due to:
Local price & product mix%
Currency(2)
Volume(15)
Portfolio & other(1)
Total(16)%
Electronics & IndustrialThree Months EndedNine Months Ended
Percentage change from prior yearSeptember 30, 2023September 30, 2023
Change in Net Sales from Prior Period due to:
Local price & product mix(1)%%
Currency— (1)
Volume(12)(13)
Portfolio & other— 
Total(9)%(13)%

Electronics & Industrial net sales were $1,296$1,368 million for the three months ended March 31,September 30, 2023, down 169 percent from $1,536$1,511 million for the three months ended March 31,September 30, 2022. Net salesdecreased due to a 1512 percent volume decline 2 percent unfavorable currency impact, and a 1 percent decrease in portfolio,local price and product mix, partially offset by a 24 percent increase in local price.portfolio. Volume declines in Semiconductor Technologies were driven by the continuation of inventory destocking and reduced semiconductor fab utilization rates due to ongoing consumer electronics demand weakness, led by China. Volume declines in Interconnect Solutions related to decreased consumer spending on consumer electronics including a continued slow recovery in China and channel inventory destocking. Within Industrial Solutions, volume declines were driven by channel inventory destocking within biopharma markets and slower recoverycontinued lower demand in China. electronics-related markets, slightly offset by increased demand for OLED materials. The portfolio impact primarily reflects the acquisition of Spectrum.

Operating EBITDA was $383 million for the three months ended September 30, 2023, down 19 percent compared with $473 million for the three months ended September 30, 2022, primarily due todecreased sales volumes and the impact of reduced production rates slightly offset by lower input costs and the earnings associated with Spectrum.

Electronics & Industrial net sales were $3,976 million for the nine months ended September 30, 2023, down 13 percent from $4,574 million for the nine months ended September 30, 2022. Net sales decreased due to a 13 percent volume decline and offsetting 1 percent unfavorable currency decrease, partially offset by a 1 percent favorable local price and product mix increase. Volume declines in Semiconductor Technologies were driven by reduced semiconductor fab utilization rates due to ongoing consumer electronics demand weakness, led by China, and channel inventory destocking. Volume declines in Interconnect Solutions related to decreased spending on consumer electronics including a continued slow recovery in China and channel inventory destocking. Within Industrial Solutions, volume declines were driven by lower demand in electronics-related and advanced printing applications and channel inventory destocking within biopharma markets, partially offset by volume gains in aerospace and healthcare industrial-end marketsautomotive. Local price and product mix gains in Semiconductor Technologies and Industrial Solutions are a result of actions taken to offset cost inflation were partially offset by lower demanddeclines in printingInterconnect Solutions. Unfavorable currency impact is driven by the Chinese Yuan and packaging end-markets, as well as weakness in display and LED applications.the Japanese Yen.

Operating EBITDA was $362$1,094 million for the threenine months ended March 31,September 30, 2023, down 2423 percent compared with $476$1,429 million for the threenine months ended March 31,September 30, 2022, primarily due to volume declines.decreased sales volumes and the impact of reduced production rates.


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WATER & PROTECTION
The Water & Protection segment is a leading provider of engineered products and integrated systems for a number of industries including worker safety, water purification and separation, aerospace, energy, medical packaging and building materials. The segment satisfies the growing global needs of businesses, governments, and consumers for solutions that make life safer, healthier, and better. By uniting market-driven science with the strength of highly regarded brands, the segment strives to bring new products and solutions to solve customers' needs faster, better and more cost effectively.
Water & ProtectionWater & ProtectionThree Months EndedWater & ProtectionThree Months EndedNine Months Ended
In millionsIn millionsMarch 31, 2023March 31, 2022In millionsSeptember 30, 2023September 30, 2022September 30, 2023September 30, 2022
Net salesNet sales$1,449 $1,429 Net sales$1,413 $1,534 $4,356 $4,460 
Operating EBITDAOperating EBITDA$344 $341 Operating EBITDA$362 $382 $1,074 $1,071 
Equity earningsEquity earnings$10 $14 Equity earnings$$$29 $31 

Water & ProtectionThree Months Ended
Percentage change from prior yearMarch 31, 2023
Change in Net Sales from Prior Period due to:
Local price & product mix%
Currency(3)
Volume(2)
Portfolio & other— 
Total%
Water & ProtectionThree Months EndedNine Months Ended
Percentage change from prior yearSeptember 30, 2023September 30, 2023
Change in Net Sales from Prior Period due to:
Local price & product mix%%
Currency— (1)
Volume(9)(5)
Portfolio & other— — 
Total(8)%(2)%

Water & Protection net sales were $1,449$1,413 million for the three months ended March 31,September 30, 2023, up 1down 8 percent from $1,429$1,534 million for the three months ended March 31,September 30, 2022. NetThe net sales increaseddecreased due to a 69 percent decline in volume partially offset by a 1 percent increase in local price, partially offset by a 3 percent unfavorable currency impact, and a 2 percent decline in volume. Portfolio remained flat.price. Volume declines within Safety Solutions due to a broad-based slowdown driven by aerospace, personal protection and defense markets. Shelter Solutions volume declines driven by continued weak demand in construction markets including channel inventory destocking. Water Solutions volume declines within Reverse Osmosis and Ultrafiltration were primarily due to weaker industrial demand and distributor inventory destocking in China. Local price &and product mix gains are the result of broad-based actions taken in 2022 across all lines of business to offset cost inflation. Volume gains in Water Solutions are due to continued strong demand within Reverse Osmosis and Ultrafiltration and volume gains in Safety Solutions primarily within Kevlar, were more than offset by volume declines in construction markets impacting all businesses within Shelter Solutions.

Operating EBITDA was $344$362 million for the three months ended March 31,September 30, 2023, up 1down 5 percent compared with $341$382 million for the three months ended March 31,September 30, 2022, driven by decreased sales volumes partially offset by the impact of net pricing gains.

Water & Protection net sales were $4,356 million for the nine months ended September 30, 2023, down 2 percent from $4,460 million for the nine months ended September 30, 2022. Net sales decreased due a 5 percent decline in volume and a 1 percent unfavorable currency impact, partially offset by a 4 percent increase in local price. Volume declines were primarily driven by Shelter Solutions as a result of continued weak demand in construction markets, including channel inventory destocking, and to a much lesser extent within Safety Solutions related to weak demand in personal protection and commodity markets. These declines were slightly offset by volume gains in Water Solutions driven by Ion Exchange Resins and Systems. Local price and product mix gains are the result of broad-based actions taken in 2022 across all lines of business to offset cost inflation.

Operating EBITDA was $1,074 million for the nine months ended September 30, 2023, flat from $1,071 million for the nine months ended September 30, 2022, driven by net pricing gains, which were mostly offset by higher raw material and energy costs, lower volumes and unfavorable currency impacts.impacts driven by the Chinese Yuan and the Japanese Yen.


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CORPORATE AND OTHER
Corporate & Other includes sales and activity of the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, (the "Retained Businesses"). The results of Corporate & Other for the threenine months ended March 31,September 30, 2022 also includes the sales and activity of the Biomaterials business unit through its divestiture in May 2022. 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. Related to the M&M Divestitures, Corporate & Other includes Future Reimbursable Indirect Costs.
Corporate & OtherThree Months Ended
In millionsMarch 31, 2023March 31, 2022
Net sales$273 $309 
Operating EBITDA$$
Equity earnings$— $

Corporate & Other net sales were $273 million for the three months ended March 31, 2023, down from $309 million for the three months ended March 31, 2022. Net sales primarily decreased due to the divestiture of the Biomaterials business, partially offset by an increase in the net sales of the Retained Businesses.
Corporate & OtherThree Months EndedNine Months Ended
In millionsSeptember 30, 2023September 30, 2022September 30, 2023September 30, 2022
Net sales$277 $272 $838 $879 
Operating EBITDA$30 $$59 $
Equity earnings$— $— $— $


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CHANGES IN FINANCIAL CONDITION
Liquidity & Capital Resources
Information related to the Company's liquidity and capital resources can be found in the Company's 2022 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the threenine months ended March 31,September 30, 2023.

The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase the Company’s optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. The Company’s primary source of incremental liquidity is cash flows from operating activities. Management expects the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company’s and its subsidiaries' obligations as they come due. However, DuPont is unable to predict the extent of macroeconomic related impacts which depend on uncertain and unpredictable future developments. In light of this uncertainty, the Company has taken steps to further ensure liquidity and capital resources, as discussed below.

In millionsIn millionsMarch 31, 2023December 31, 2022In millionsSeptember 30, 2023December 31, 2022
Cash, cash equivalents and marketable securitiesCash, cash equivalents and marketable securities$4,844 $4,964 Cash, cash equivalents and marketable securities$1,338 $4,964 
Total debtTotal debt$8,107 $8,074 Total debt$8,215 $8,074 

The Company's cash, cash equivalents and marketable securities at March 31,September 30, 2023 and December 31, 2022 were $4.8$1.3 billion and $5.0 billion, respectively, of which $1.1approximately $1.2 billion at March 31,both September 30, 2023 and $1.2 billion at December 31, 2022 were held by subsidiaries in foreign countries, including United States territories. The decreasebalance in cash and cash equivalents held by subsidiaries in foreign countries is due to operating cash flows during the period, partly offset by repatriation. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash, cash equivalents and marketable securities.

Total debt at March 31,September 30, 2023 and December 31, 2022 was approximately$8.2 billion and $8.1 billion. billion, respectively.The slight increase was primarily due to the changesincrease in commercial paper issuances partially offset by the fair valuemark-to-market impact of interest rate swaps designated as fair value hedges.swap.

As of March 31,September 30, 2023, the Company is contractually obligated to make future cash payments of $8.2 billion and $5.3$5.1 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, $300 million will be due in the next twelve months, and the remainder will be due subsequent to March 31,September 30, 2024. Related to interest, $408$399 million will be due in the next twelve months, and the remainder will be due subsequent to March 31,September 30, 2024.

Revolving Credit Facilities
In AprilOn May 10, 2023, the Company's $1 billion 364-day revolving credit facility expired. The Company is in the process standingentered into a new $1 billion 364-day revolving credit facility with an expected effective date in May(the "364-Day Revolving Credit Facility"). The 364-Day Revolving Credit Facility will be used for general corporate purposes. There were no drawdowns of the facility during the nine month period ended September 30, 2023.

Commercial Paper
In April 2022, DuPont downsized its authorized commercial paper program from $3.0 billion to $2.5 billion (the “DuPont Commercial Paper Program”). At March 31,September 30, 2023, the Company had no$175 million issuances outstanding of commercial paper, outstanding.none at December 31, 2022. The Company’s issuance under the Commercial Paper Program was used for general corporate purposes.

Proposed Spectrum AcquisitionWater District Settlement Agreement
On May 2,July 10, 2023, the Company announced that it had entered intoWater District Settlement Agreement was submitted to the Court for preliminary approval together with a definitive agreementmotion seeking certification of the proposed settlement class. On August 22, 2023, the Court provided preliminary approval of the agreement. At the time of preliminary approval DuPont was obligated to acquireSpectrum Plastics Group (“Spectrum”) from AEA Investors for $1.75 billion, $1.72 billion net purchase price after certain tax attributescontribute about $400 million to a Qualified Settlement Fund (the “Proposed Spectrum Acquisition”“Water District Settlement Fund”). The Proposed Spectrum AcquisitionCompany utilized the MOU escrow account balance of approximately $100 million and cash on hand to make the contribution to the Water District Settlement Fund. The $400 million contribution, plus interest, to the Water District Settlement Fund is reflected as "Restricted cash and cash equivalents" on the Condensed Consolidated Balance sheets. Final Court approval of the settlement is expected to close byaround six months after the end ofpreliminary approval. Upon Final Court approval the third quarter of 2023, subject to regulatory approvals and other customary closing conditions, andsettlement will be part ofreflected as a cash outflow within cash flows from discontinued operations.

See Note 14 to the Electronic & Industrials segment. The Company intends to payinterim Consolidated Financial Statement for the acquisition from existing cash balances.additional information.

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Spectrum Acquisition
On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (“Spectrum Acquisition”) for a net purchase price was approximately $1,792 million, including a net upward adjustment of approximately $43.1 million for acquired cash and net working capital, among other items. The Company utilized existing cash balances to complete the acquisition.

Delrin® Divestiture
On November 1, 2023, DuPont completed the previously announced divestiture of 80.1 percent ownership interest in the Delrin® business to TJC LP ("TJC"). See Note 22 to the interim Consolidated Financial Statements for additional information.

Share Buyback Programs
In November 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock (the “$5B Share Buyback Program"). The $5B Share Buyback Program expires on June 30, 2024, unless extended or shortened by the Board of Directors.

In the fourth quarter 2022, DuPont entered into accelerated share repurchase ("ASR") agreements with three financial counterparties (the "$3.25B ASR Transaction"). DuPont paid with cash on hand an aggregate of $3.25 billion to the counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $2.6 billion. The $3.25B ASR Transaction was completed during the third quarter 2023 with DuPont receiving and retiring an additional 8.0 million shares of DuPont common stock. In connection with the completion the remaining $613 million was settled as a forward contract indexed to DuPont common stock at the time of settlement, classified within stockholders’ equity. At the completion of the $3.25B ASR Transaction, the Company had repurchased and retired a total of 46.8 million shares at an average price of $69.44 per share.

In the third quarter 2023, DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $2.0 billion of common stock (the "$2B ASR Transaction"). DuPont paid an aggregate of $2.0 billion to the counterparties and received initial deliveries of 21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $1.6 billion. The remaining $400 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders’ equity. The $2B ASR Transaction was funded with cash on hand and will expire in February 2024. The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the term of the $2B ASR Transaction, less an agreed upon discount. The completion of the $2B ASR Transaction will effectively complete the $5B Share Buyback Program and the Company's stock repurchase authorization.

See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information.

Credit Ratings
The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value and remuneration. At April 30,October 31, 2023, DuPont's credit ratings were as follows:

Credit RatingsLong-Term RatingShort-Term RatingOutlook
Standard & Poor’sBBB+A-2Stable
Moody’s Investors ServiceBaa1P-2Stable
Fitch RatingsBBB+F-2Stable

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The senior unsecured notes (the "2018 Senior Notes") also contain customary default provisions. The Five-Year$1B 364-Day Revolving Credit Facility and the 2022 $1B Revolving Credit Facilities containcontains a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At March 31,September 30, 2023, the Company was in compliance with this financial covenant.

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Summary of Cash Flows
Beginning in the second quarter of 2023, the Company has segregated the cash flows from discontinued operations from the cash flows from continuing operations in accordance with ASC 230, Statement of Cash Flows. The interim Consolidated Statements of Cash Flows have been recast for all periods to reflect the change in presentation.

The Company’s cash flows from operating, investing and financing activities from continuing operations and cash used in discontinued operations, as reflected in the interim Consolidated Statements of Cash Flows, are summarized in the following table.

Cash Flow SummaryCash Flow SummaryThree Months EndedCash Flow SummaryNine Months Ended
In millionsIn millionsMarch 31, 2023March 31, 2022In millionsSeptember 30, 2023September 30, 2022
Cash provided by (used for):
Cash provided by (used for) from continuing operations:Cash provided by (used for) from continuing operations:
Operating activitiesOperating activities$343 $209 Operating activities$1,545 $1,064 
Investing activitiesInvesting activities$(259)$(229)Investing activities$(919)$(129)
Financing activitiesFinancing activities$(213)$(258)Financing activities$(2,359)$(461)
Cash used in discontinued operationsCash used in discontinued operations$(236)$(425)
Effect of exchange rate changes on cash, cash equivalents and restricted cashEffect of exchange rate changes on cash, cash equivalents and restricted cash$(7)$(25)Effect of exchange rate changes on cash, cash equivalents and restricted cash$(56)$(191)

Cash Flows from Operating Activities - Continuing Operations
In the first threenine months of 2023, cash provided by operating activities of continuing operations was $343$1,545 million, compared with $209$1,064 million in the same period last year.The increase in cash provided by operating activities of continuing operations is primarily due to higher credit for deferred income tax and other tax related items andthe release of cash from accounts and notes receivable inventory and other assets and liabilitiesinventory partially offset by lower net income and cash used by accounts payable.payable and other assets and liabilities.

The table below reflects net working capital on a continuing operations basis:
Net Working Capital 1
Net Working Capital 1
March 31, 2023December 31, 2022
Net Working Capital 1
September 30, 2023December 31, 2022
In millions (except ratio)
Current assets$9,882 $9,979 
Current assets 2
Current assets 2
$6,621 $9,979 
Current liabilitiesCurrent liabilities3,270 3,587 Current liabilities3,551 3,587 
Net working capitalNet working capital$6,612 $6,392 Net working capital$3,070 $6,392 
Current ratioCurrent ratio3.02:12.78:1Current ratio1.86:12.78:1
1.Net working capital has been presented to exclude the assets and liabilities related to the DelrinDelrin® Divestiture. The assets and liabilities related to the DelrinDelrin® Divestiture are presented as assets of discontinued operations and liabilities of discontinued operations, respectively.
2.The decrease in Current assets from December 31, 2022 to September 30,2023 is primarily related to activity within Cash and cash equivalents, as discussed within the preceding disclosures in the Liquidity & Capital Resources section above.

Cash Flows from Investing Activities - Continuing Operations
In the first threenine months of 2023, cash used for investing activities of continuing operations was $259$919 million, compared with cash used for investing activities of $229$129 million in the first threenine months of 2022.The increase in cash used for investing activities of continuing operations is primarily attributable to an increase inthe cash used inpaid for the purchases of investmentsSpectrum acquisition and the absence of cash proceeds from the sale of businesses.businesses partially offset by the increase in cash provided by proceeds from sales and maturities of investments.

Cash Flows from Financing Activities - Continuing Operations
In the first threenine months of 2023, cash used for financing activities of continuing operations was $213$2,359 million compared with cash used for financing activities of $258$461 million in the same period last year. The decreaseincrease in cash used for financing activities of continuing operations is primarily attributable to the decrease in cash used for purchasespurchase of common stock partially offset byfor the decrease innew $2 billion accelerated share repurchase transaction and lower cash provided by short-term borrowings and proceedsborrowings. See Note 18 to the interim Consolidated Financial Statements for more information.

Cash Flows from issuanceDiscontinued Operations
In the first nine months of Company stock.2023, cash used from discontinued operations was $236 million compared with $425 million in the same period last year. The cash used from discontinued operations includes MOU activity, refer to Note 4 to the interim Consolidated Financial Statements for additional information. For the nine months ended September 30, 2023, the interim Consolidated Statements of Cash Flows present the cash flows of Delrin® as discontinued operations. The interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2022, present the financial results of the M&M Businesses as discontinued operations.

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Dividends
On February 6, 2023, the Board of Directors declared a first quarter 2023 dividend of $0.36 per share, paid on March 15, 2023, to shareholders of record on February 28, 2023.

On April 19, 2023, the Company announced that its Board of Directors declared a second quarter 2023 dividend of $0.36 per share, payablepaid on June 15, 2023, to shareholders of record on May 31, 2023.

Share Buyback Programs
In November 2022, DuPont’sOn June 27, 2023, the Board of Directors approveddeclared a newthird quarter dividend of $0.36 per share repurchase program authorizing the repurchase and retirementpaid on September 15, 2023, to shareholders of up to $5 billion of common stock (the “$5B Share Buyback Program"). The $5B Share Buyback Program expiresrecord on June 30, 2024, unless extended or shortened by the Board of Directors.

In the fourth quarter 2022, DuPont entered into accelerated share repurchase ("ASR") agreements with three financial counterparties. DuPont paid an aggregate of $3.25 billion to the counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $2.6 billion. The remaining $650 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders’ equity. The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the term of the ASR transaction, less an agreed upon discount. The ASR transaction is being funded with cash on hand and is expected to be completed in the third quarterJuly 31, 2023.

ForOn October 17, 2023, the three months ended March 31,Company announced that its Board declared a fourth quarter dividend of $0.36 per share payable on December 15, 2023, there were no purchasesto shareholders of the Company's common stock. At March 31, 2023, $2 billion is the approximate dollar value of shares that remain authorized for repurchases under the $5B Share Buyback Program repurchase authorization. Any additional repurchases under the $5B Share Buyback program will be made from time to timerecord 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.

See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information.November 30, 2023.

Pension and Other Post-Employment Plans
DuPont expects to make additional contributions in the aggregate of approximately $55$19 million by year-end 2023 to pension and other post-employment benefit plans, including plans held in discontinued operations. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

Restructuring
In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational structures following the M&M Divestitures (the "2022 Restructuring Program"). As a result in the fourth quarter 2022, the Company recorded pre-tax restructuring charges of $71$93 million inception to date, comprised of $68$80 million of severance and related benefit costs and $3$13 million of asset related charges. At March 31,September 30, 2023, total liabilities related to the 2022 Restructuring Program were $53$42 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheet.Sheets. The Company expects the program to be substantially complete by the end of 2023.

See Note 56 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Note 1819 to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the Company's 2022 Annual Report on Form 10-K for information on the Company's utilization of financial instruments and an analysis of the sensitivity of these instruments.


ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the Company's reports filed or submitted under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

As of March 31,September 30, 2023, 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. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting
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 last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


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DuPont de Nemours Inc.
PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS
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 third party property damage or personal injury stemming from alleged environmental torts. Information regarding certain of these matters is set forth below and in Note 1314 to the interim Consolidated Financial Statements.

Litigation
See Note 1314 to the interim Consolidated Financial Statements.

Environmental Proceedings
The Company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations. The description is included per Regulation S-K, Item 103(c) of the Securities Exchange Act of 1934.

Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection
In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La Place, Louisiana. 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 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. DuPont, Denka, EPA, DOJ and DEQ are continuing these discussions, which include potential settlement options.

New Jersey Directive PFAS
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, EIDP, and certain DuPont subsidiaries. NJDEP’s allegations relate to former operations of EIDP involving poly- and perfluoroalkyl substances, (“PFAS”), including PFOA and PFOA- replacement products. The NJDEP seeks past and future costs of investigating, monitoring, testing, treating, and remediating New Jersey’s drinking water and waste systems, private drinking water wells and natural resources including groundwater, surface water, soil, sediments and biota. The Directive seeks certain information as to future costs and information related to the historicalhistoric uses of PFAS and replacement chemicals including “information ranging from use and discharge of the chemicals through wastewater treatment plants, air emissions, and sales of products containing the chemicals to current development, manufacture, use and release of newer chemicals in the state.”


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ITEM 1A. RISK FACTORS
There have been no material changes in the Company's risk factors discussed in Part I, Item 1A, Risk Factors, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, AND USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Issuer Purchases of Equity Securities
ForIn February 2022, the three months endedCompany's Board of Directors authorized a $1.0 billion share buyback program which expired on March 31, 2023, there were no(the “2022 Share Buyback Program”). In November 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock (the “$5B Share Buyback Program").

The following table provides information regarding purchases of the Company’s common stock. At March 31, 2023, $2stock by the Company during the three months ended September 30, 2023:
Issuer Purchases of Equity SecuritiesTotal number of shares purchased as part of the Company's publicly announced share repurchase program
Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share
repurchase program
(In millions)
PeriodTotal number of shares purchasedAverage price paid per share
$3.25 Billion ASR Transaction
July— $— — $— 
August— — — — 
September 1
8,015,807 $69.65 8,015,807 — 
Third Quarter 20238,015,807 $69.65 8,015,807 $— 
$2.0 Billion ASR Transaction
July— $— — $2,000 
August— — — 2,000 
September 2
21,222,975 $75.39 21,222,975 — 
Third Quarter 202321,222,975 $75.39 21,222,975 $— 
Total Third Quarter 202329,238,782 29,238,782 
1. In November 2022, DuPont entered into accelerated share repurchase agreements (the "$3.25B ASR Transaction") with each of three financial institutions, with $250 million of such repurchases under the 2022 Share Buyback Program and the remaining $3 billion is the approximate dollar value of shares that remain authorized for repurchase under the $5B Share Buyback ProgramProgram. In accordance with the terms of the $3.25B ASR Transaction, DuPont received initial deliveries in November 2022 of 38.8 million shares of common stock in the aggregate. On September 1, 5 and 6, 2023, the final $8.0 million shares were received and retired for a total of 46.8 million shares based on the volume-weighted average stock price for DuPont common stock during the terms of the $3.25B ASR Transaction, less an agreed upon discount. The average price paid per share in the table above was determined with reference to the volume-weighted average price ("VWAP") of DuPont shares for the $3 billion under the $5B Share Buyback Program. The VWAP less the discount price of the DuPont shares over the term of the $3.25B ASR transaction was $69.44. See Note 16 to the interim Consolidated Financial Statements for additional information.
2. In September 2023, DuPont entered into accelerated share repurchase authorization.agreements (the "$2B ASR Transaction") with each of three financial institutions to repurchase an aggregate of $2 billion of common stock, under the $5B Share Buyback Program. On September 8, 2023, DuPont received initial deliveries of 21.2 million shares of common stock in the aggregate. See Note 16 to the interim Consolidated Financial Statements for additional information.


ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


ITEM 5. OTHER INFORMATION
None.Insider Trading Arrangements and Policies
During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.


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ITEM 6. EXHIBITS
EXHIBIT NO.DESCRIPTION
Amended and Restated Bylaws of DuPont de Nemours, Inc. incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed March 30, 2023.
10.1**†
Settlement Agreement, dated June 30, 2023, by and among The Chemours Company, The Chemours Company FC, LLC, DuPont de Nemours, Inc., Corteva Inc. and E. I. du Pont de Nemours and Company n/k/a EIDP, Inc. and representatives of certain U.S. public water systems as set out therein, incorporated by reference to Exhibit 2.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed June 30, 2023.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith
**The Company has omitted certain schedules and other similar attachments to such agreement pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.
†Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.


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DuPont de Nemours, Inc.
Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DUPONT DE NEMOURS, INC.
Registrant
Date: May 3,November 2, 2023

By:/s/ MICHAEL G. GOSS
Name:Michael G. Goss
Title:Vice President and Controller
City:Wilmington
State:Delaware

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