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, 20232024

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 459,016,772418,104,390 shares of common stock, $0.01 par value, outstanding at May 1, 2023.April 29, 2024.


Table of Contents
DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q
For the quarterly period ended March 31, 20232024

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," “stabilization,” “confident,” “preliminary,” “initial,” 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 StatementsAll statements, other than statements of this Quarterly Report on Form 10-Q.historical fact, are forward-looking statements, including statements regarding outlook, expectations and guidance.

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) the possibility that the Company may fail to realize the anticipated benefits of the $5$1 billion share repurchase program announced on November 8, 2022February 6, 2024 and that the program may be suspended, discontinued or not completed prior to its termination on June 30, 2024;2025; (ii) abilityrisks and uncertainties related to achieve anticipated tax treatments in connectionthe settlement agreement concerning PFAS liabilities reached June 2023 with mergers, acquisitions, divestitures,plaintiff water utilities by Chemours, Corteva, EIDP and other portfolio changes and the impact of changes in relevant tax and other laws;DuPont; (iii) indemnification of certain legacy liabilities; (iv) risks and costs related to each of the parties respective performance under and the impact of the arrangement to share future eligible PFAS costs by and between DuPont, Corteva and Chemours;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; (iv) ability to achieve anticipated tax treatments in connection with completed and future, if any, divestitures, mergers, acquisitions and other portfolio changes actions and impact of changes in relevant tax and other laws; (v) indemnification of certain legacy liabilities; (vi) 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 completed and future, if any, divestitures, mergers, acquisitions, divestitures and other portfolio changes, including the acquisition of Spectrum; (vi)management, productivity and infrastructure actions; (vii) 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; (vii)events, that impact the operations of the Company, its customers and/or suppliers; (viii) ability to offset increases in cost of inputs, including raw materials, energy and logistics; (viii)(ix) 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; (ix)technology; (x) 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)(xi) other risks to DuPont's business operations;and operations, including the risk of impairment; 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
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
In millions, except per share amounts (Unaudited)
In millions, except per share amounts (Unaudited)
In millions, except per share amounts (Unaudited)In millions, except per share amounts (Unaudited)20232022
Net salesNet sales$3,018 $3,274 
Net sales
Net sales
Cost of sales
Cost of sales
Cost of salesCost of sales1,983 2,110 
Research and development expensesResearch and development expenses127 143 
Research and development expenses
Research and development expenses
Selling, general and administrative expenses
Selling, general and administrative expenses
Selling, general and administrative expensesSelling, general and administrative expenses340 389 
Amortization of intangiblesAmortization of intangibles147 153 
Amortization of intangibles
Amortization of intangibles
Restructuring and asset related charges - net
Restructuring and asset related charges - net
Restructuring and asset related charges - netRestructuring and asset related charges - net14 101 
Acquisition, integration and separation costsAcquisition, integration and separation costs— 
Acquisition, integration and separation costs
Acquisition, integration and separation costs
Equity in earnings of nonconsolidated affiliates
Equity in earnings of nonconsolidated affiliates
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates15 26 
Sundry income (expense) - netSundry income (expense) - net29 
Sundry income (expense) - net
Sundry income (expense) - net
Interest expense
Interest expense
Interest expenseInterest expense95 120 
Income from continuing operations before income taxesIncome from continuing operations before income taxes356 279 
Income from continuing operations before income taxes
Income from continuing operations before income taxes
Provision for income taxes on continuing operations
Provision for income taxes on continuing operations
Provision for income taxes on continuing operationsProvision for income taxes on continuing operations83 47 
Income from continuing operations, net of taxIncome from continuing operations, net of tax273 232 
(Loss) income from discontinued operations, net of tax(8)276 
Income from continuing operations, net of tax
Income from continuing operations, net of tax
Income (loss) from discontinued operations, net of tax
Income (loss) from discontinued operations, net of tax
Income (loss) from discontinued operations, net of tax
Net income
Net income
Net incomeNet income265 508 
Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests20 
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Net income available for DuPont common stockholders
Net income available for DuPont common stockholders
Net income available for DuPont common stockholdersNet income available for DuPont common stockholders$257 $488 
Per common share data: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 
(Loss) earnings per common share from discontinued operations - basic(0.02)0.54 
Earnings per common share from continuing operations - basic
Earnings per common share from continuing operations - basic
Earnings (loss) per common share from discontinued operations - basic
Earnings (loss) per common share from discontinued operations - basic
Earnings (loss) per common share from discontinued operations - basic
Earnings per common share - basic
Earnings per common share - basic
Earnings per common share - basicEarnings per common share - basic$0.56 $0.95 
Earnings per common share from continuing operations - dilutedEarnings per common share from continuing operations - diluted$0.58 $0.42 
(Loss) earnings per common share from discontinued operations - diluted(0.02)0.53 
Earnings per common share from continuing operations - diluted
Earnings per common share from continuing operations - diluted
Earnings (loss) per common share from discontinued operations - diluted
Earnings (loss) per common share from discontinued operations - diluted
Earnings (loss) per common share from discontinued operations - diluted
Earnings per common share - diluted
Earnings per common share - diluted
Earnings per common share - dilutedEarnings per common share - diluted$0.56 $0.95 
Weighted-average common shares outstanding - basicWeighted-average common shares outstanding - basic458.8 512.0 
Weighted-average common shares outstanding - basic
Weighted-average common shares outstanding - basic
Weighted-average common shares outstanding - dilutedWeighted-average common shares outstanding - diluted460.2 513.8 
Weighted-average common shares outstanding - diluted
Weighted-average common shares outstanding - diluted
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
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
In millions (Unaudited)
In millions (Unaudited)
In millions (Unaudited)In millions (Unaudited)20232022
Net incomeNet income$265 $508 
Other comprehensive income (loss), net of tax
Net income
Net income
Other comprehensive (loss) income, net of tax
Other comprehensive (loss) income, net of tax
Other comprehensive (loss) income, net of tax
Cumulative translation adjustments
Cumulative translation adjustments
Cumulative translation adjustmentsCumulative translation adjustments82 (272)
Pension and other post-employment benefit plansPension and other post-employment benefit plans(4)(7)
Pension and other post-employment benefit plans
Pension and other post-employment benefit plans
Derivative instruments
Derivative instruments
Derivative instrumentsDerivative instruments(3)11 
Total other comprehensive (loss) income
Total other comprehensive income (loss)75 (268)
Comprehensive income340 240 
Total other comprehensive (loss) income
Total other comprehensive (loss) income
Comprehensive (loss) income
Comprehensive (loss) income
Comprehensive (loss) income
Comprehensive income attributable to noncontrolling interests, net of taxComprehensive income attributable to noncontrolling interests, net of tax13 
Comprehensive income attributable to DuPont$331 $227 
Comprehensive income attributable to noncontrolling interests, net of tax
Comprehensive income attributable to noncontrolling interests, net of tax
Comprehensive (loss) income attributable to DuPont
Comprehensive (loss) income attributable to DuPont
Comprehensive (loss) income attributable to DuPont
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)March 31, 2024December 31, 2023
AssetsAssets
Current AssetsCurrent Assets
Current Assets
Current Assets
Cash and cash equivalentsCash and cash equivalents$3,525 $3,662 
Marketable securities1,319 1,302 
Cash and cash equivalents
Cash and cash equivalents
Restricted cash and cash equivalents
Restricted cash and cash equivalents
Restricted cash and cash equivalents
Accounts and notes receivable - netAccounts and notes receivable - net2,438 2,518 
InventoriesInventories2,443 2,329 
Prepaid and other current assetsPrepaid and other current assets157 168 
Assets of discontinued operations1,318 1,291 
Total current assetsTotal current assets11,200 11,270 
Property, plant and equipment - net of accumulated depreciation (March 31, 2023 - $4,574; December 31, 2022 - $4,448)5,738 5,731 
Total current assets
Total current assets
Property, plant and equipment - net of accumulated depreciation (March 31, 2024 - $4,949; December 31, 2023 - $4,841)
Other AssetsOther Assets
GoodwillGoodwill16,703 16,663 
Goodwill
Goodwill
Other intangible assetsOther intangible assets5,366 5,495 
Restricted cash and cash equivalents104 103 
Investments and noncurrent receivables
Investments and noncurrent receivables
Investments and noncurrent receivablesInvestments and noncurrent receivables744 733 
Deferred income tax assetsDeferred income tax assets112 109 
Deferred charges and other assetsDeferred charges and other assets1,241 1,251 
Total other assetsTotal other assets24,270 24,354 
Total AssetsTotal Assets$41,208 $41,355 
Liabilities and EquityLiabilities and Equity
Current LiabilitiesCurrent Liabilities
Short-term borrowings$300 $300 
Current Liabilities
Current Liabilities
Accounts payable
Accounts payable
Accounts payableAccounts payable1,921 2,103 
Income taxes payableIncome taxes payable186 233 
Accrued and other current liabilitiesAccrued and other current liabilities863 951 
Liabilities of discontinued operations136 146 
Total current liabilities
Total current liabilities
Total current liabilitiesTotal current liabilities3,406 3,733 
Long-Term DebtLong-Term Debt7,807 7,774 
Other Noncurrent LiabilitiesOther Noncurrent Liabilities
Deferred income tax liabilities
Deferred income tax liabilities
Deferred income tax liabilitiesDeferred income tax liabilities1,145 1,158 
Pension and other post-employment benefits - noncurrentPension and other post-employment benefits - noncurrent527 522 
Other noncurrent obligationsOther noncurrent obligations1,162 1,151 
Total other noncurrent liabilitiesTotal other noncurrent liabilities2,834 2,831 
Total LiabilitiesTotal Liabilities14,047 14,338 
Commitments and contingent liabilitiesCommitments and contingent liabilitiesCommitments and contingent liabilities
Stockholders' 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 2024: 418,074,174 shares; 2023: 430,110,140 shares)
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2024: 418,074,174 shares; 2023: 430,110,140 shares)
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2024: 418,074,174 shares; 2023: 430,110,140 shares)
Additional paid-in capitalAdditional paid-in capital48,256 48,420 
Accumulated deficitAccumulated deficit(20,807)(21,065)
Accumulated other comprehensive lossAccumulated other comprehensive loss(717)(791)
Total DuPont stockholders' equityTotal DuPont stockholders' equity26,737 26,569 
Noncontrolling interestsNoncontrolling interests424 448 
Total equityTotal equity27,161 27,017 
Total Liabilities and EquityTotal Liabilities and Equity$41,208 $41,355 
See Notes to the Consolidated Financial Statements.
7



DuPont de Nemours, Inc.
Consolidated Statements of Cash Flows

Three Months Ended March 31,
Three Months Ended March 31,Three Months Ended March 31,
In millions (Unaudited)In millions (Unaudited)20232022In millions (Unaudited)20242023
Operating ActivitiesOperating Activities
Net incomeNet income$265 $508 
Net income
Net income
Income (loss) from discontinued operations
Net income from continuing operations
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 amortization
Depreciation and amortization
Credit for deferred income tax and other tax related itemsCredit for deferred income tax and other tax related items(9)(252)
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 received
Net periodic benefit costs
Periodic benefit plan contributionsPeriodic benefit plan contributions(21)(20)
Net (gain) loss on sales and split-offs of assets, businesses and investments(19)
Net gain on sales of assets, businesses and investments
Restructuring and asset related charges - netRestructuring and asset related charges - net14 101 
Other net lossOther net loss28 24 
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 receivable
Accounts and notes receivable
InventoriesInventories(133)(277)
Accounts payableAccounts payable(52)304 
Other assets and liabilities, netOther assets and liabilities, net(53)(287)
Cash provided by operating activities343 209 
Cash provided by operating activities - continuing operations
Investing ActivitiesInvesting Activities
Capital expendituresCapital expenditures(241)(251)
Capital expenditures
Capital expenditures
Proceeds from sales of property and businesses, net of cash divestedProceeds from sales of property and businesses, net of cash divested— 15 
Acquisitions of property and businesses, net of cash acquired— 
Purchases of investments
Purchases of investments
Purchases of investmentsPurchases of investments(17)— 
Other investing activities, netOther investing activities, net(1)
Cash used for investing activities(259)(229)
Other investing activities, net
Other investing activities, net
Cash used for investing activities - continuing operations
Financing ActivitiesFinancing Activities
Changes in short-term borrowings— 254 
Purchases of common stock— (375)
Purchases of common stock and forward contracts
Purchases of common stock and forward contracts
Purchases of common stock and forward contracts
Proceeds from issuance of Company stockProceeds from issuance of Company stock12 83 
Employee taxes paid for share-based payment arrangementsEmployee taxes paid for share-based payment arrangements(26)(22)
Distributions to noncontrolling interestsDistributions to noncontrolling interests(34)(18)
Dividends paid to stockholdersDividends paid to stockholders(165)(169)
Cash transferred to IFF and subsequent adjustments— (11)
Cash used for financing activities(213)(258)
Cash used for financing activities - continuing operations
Cash used for financing activities - continuing operations
Cash used for financing activities - continuing operations
Cash Flows from Discontinued Operations
Cash used for operations - discontinued operations
Cash used for operations - discontinued operations
Cash used for operations - discontinued operations
Cash used for investing activities - discontinued operations
Cash used in discontinued operations
Cash used in discontinued operations
Cash used in discontinued operations
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)
Decrease in cash, cash equivalents and restricted cashDecrease in cash, cash equivalents and restricted cash(136)(303)
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 discontinued operations, beginning of periodCash, 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 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 discontinued operations, end of periodCash, cash equivalents and restricted cash from discontinued operations, end of period— 39 
Cash, cash equivalents and restricted cash at end of periodCash, cash equivalents and restricted cash at end of period$3,636 $1,773 
See Notes to the Consolidated Financial Statements.
8


DuPont de Nemours, Inc.
Consolidated Statements of Equity
For the three months ended March 31, 20232024 and 20222023
In millions (Unaudited)Common StockAdditional Paid-in CapitalRetained Earnings
(Accumulated Deficit)
Accumulated Other Comp LossTreasury StockNon-controlling InterestsTotal Equity
Balance at December 31, 2021$$49,574 $(23,187)$41 $— $617 $27,050 
Net income— — 488 — — 20 508 
Other comprehensive loss— — — (261)— (7)(268)
Dividends ($0.33 per common share)— (169)— — — — (169)
Common stock issued/sold— 83 — — — — 83 
Stock-based compensation— (1)— — — — (1)
Contributions from non-controlling interests— — — — — 
Distributions to non-controlling interests— — — — — (18)(18)
Purchases of treasury stock— — — — (375)— (375)
Retirement of treasury stock— — (375)— 375 — — 
Other— — (22)— (21)
Balance at March 31, 2022$$49,487 $(23,096)$(220)$— $615 $26,791 
Balance at December 31, 2022$$48,420 $(21,065)$(791)$— $448 $27,017 
Net income— — 257 — — 265 
Other comprehensive income— — — 74 — 75 
Dividends ($0.36 per common share)— (165)— — — — (165)
Common stock issued/sold— 12 — — — — 12 
Stock-based compensation— (9)— — — — (9)
Distributions to non-controlling interests— — — — — (34)(34)
Other— (2)— — — 
Balance at March 31, 2023$$48,256 $(20,807)$(717)$— $424 $27,161 

In millions (Unaudited)Common StockAdditional Paid-in CapitalRetained Earnings
(Accumulated Deficit)
Accumulated Other Comp LossTreasury StockNon-controlling InterestsTotal Equity
Balance at December 31, 2022$$48,420 $(21,065)$(791)$— $448 $27,017 
Net income— — 257 — — 265 
Other comprehensive loss— — — 74 — 75 
Dividends ($0.36 per common share)— (165)— — — — (165)
Common stock issued/sold— 12 — — — — 12 
Stock-based compensation— (9)— — — — (9)
Distributions to non-controlling interests— — — — — (34)(34)
Other— (2)— — — 
Balance at March 31, 2023$$48,256 $(20,807)$(717)$— $424 $27,161 
Balance at December 31, 2023$$48,059 $(22,874)$(910)$— $446 $24,725 
Net income— — 189 — — 197 
Other comprehensive loss— — — (229)— (7)(236)
Dividends ($0.38 per common share)— (159)— — — — (159)
Common stock issued/sold— — — — — 
Stock-based compensation— — — — — 
Distributions to non-controlling interests— — — — — (20)(20)
Purchases of treasury stock— — — — (400)— (400)
Excise tax on purchases of treasury stock— — (8)— — — (8)
Retirement of treasury stock— — (826)— 826 — — 
Forward contracts for share repurchase— (100)— — — — (100)
Settlement of forward contracts for share repurchase— 426 — — (426)— — 
Other— — — — — 
Balance at March 31, 2024$$48,238 $(23,519)$(1,139)$— $428 $24,012 
See Notes to the Consolidated Financial Statements.

9


Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents
NoteNotePageNotePage
111
222
333
444
555
666
777
888
999
101010
111111
121212
131313
141414
151515
161616
171717
181818
191919
202020
212121


10


Table of Contents
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, 2022,2023, collectively referred to as the "2022"2023 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 TransactionTransactions
On November 1, 2022, DuPont completed the previously announced divestiture of the majority of its historicalhistoric 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 for cash proceeds of $11.0 billion. On November 1, 2023, 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 approvedclosed the divestituresale of the Delrin® acetal homopolymer (H-POM) business to TJC LP ("TJC"), (the “Delrin® Divestiture”), subject to entry into a definitive agreement and satisfaction of customary closing conditions, (the. 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 dateSee Note 4 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.more information.

The financial positioninterim Consolidated Statements of DuPont asOperations and the interim Consolidated Statements of March 31, 2023 and December 31, 2022, present the businesses to be divested as part of the Delrin® Divestiture, as discontinued operations. The results of operationsCash Flows for the three months ended March 31, 2023, present the financial results and cash flows of Delrin® as discontinued operations. The results of operations for the three months ended March 31, 2022, present the financial results of the M&M Businesses as discontinued operations. The cash flows and comprehensive income of the M&M Businesses haveDelrin® has 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 3 for more information.


11


Table of Contents
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 Annual Report on Form 10-K for the year-ended December 31, 2024. See Note 1213 for more information.

Accounting Guidance Issued But Not Adopted at March 31, 2024
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07") to improve disclosure requirements about reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. The new guidance requires disclosures of significant segment expenses provided to the Chief Operating Decision Maker ("CODM") and included in reported measures of segment profit and loss. Disclosure of the title and position of the CODM is required. The guidance requires interim and annual disclosures about a reportable segment's profit or loss and assets. Additionally, the guidance requires disclosure of other segment items by reportable segment including a description of its composition. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. The disclosures will be implemented as required for the year-ended December 31, 2024. The Company is currently evaluating the impact of adopting this guidance.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09") to improve transparency and disclosure requirements for the rate reconciliation, income taxes paid and other tax disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, on a prospective basis. The disclosures will be implemented as required for the year-ended December 31, 2025. The Company is currently evaluating the impact of adopting this guidance.


1112


Table of Contents
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 interim Consolidated Balance Sheets 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 assumed, principally working capital settlements, 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
Estimated
fair value as previously reported 1
Measurement period adjustments 2
Estimated fair value adjusted
(In millions)
Fair value of assets acquired
Cash and cash equivalents$31 $— $31 
Accounts and notes receivable68 — 68 
Inventories52 — 52 
Property, plant and equipment125 — 125 
Other intangible assets916 — 916 
Deferred charges and other assets34 — 34 
Total Assets Acquired$1,226 $— $1,226 
Fair value of liabilities assumed
Accounts payable$21 $— $21 
Income taxes payable17 — 17 
Deferred income tax liabilities177 — 177 
Other noncurrent liabilities37 44 
Total Liabilities Assumed$252 $$259 
Goodwill818 825 
Total Consideration$1,792 $— $1,792 
1.As previously reported in the Company’s Annual Report on Form 10-K for the period ended December 31, 2023.
2.The Company recorded measurement period adjustments to reflect changes in preliminary valuation assumptions for tax accounts. The measurement period adjustment was offset against goodwill.

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

Other Intangible Assets
Other intangible assets with definite lives include acquired customer-related intangible assets of $772 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 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 $825 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.


13


Table of Contents
NOTE 4 - DIVESTITURES
Mobility & Materials DivestituresDelrin® Divestiture
On November 1, 2023, the Company closed the Delrin® Divestiture. DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable in the amount of $350 million, (the "Delrin® Note Receivable") and acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”). The customary transaction adjustments primarily relate to $27 million of cash transferred with the Delrin® Divestiture for which DuPont was reimbursed at closing resulting in net cash proceeds of $1.25 billion. TJC, through its subsidiaries, holds the 80.1 percent controlling interest in Derby. The Company accounts for its equity interest in Derby as an equity method investment based upon its non-controlling equity interest, its $350 million par value intra-entity note receivable owed by an indirect, wholly owned subsidiary of Derby and its representation on the Derby board of directors. The note receivable has a maturity date of November 2031. The Company has limited continuing involvement with Derby including short term transition service agreements and insignificant sales to the Delrin® business.

As a result of the Delrin® Divestiture, and included as part of the $419 million gain on the sale, the Company initially recognized the 19.9 percent equity interest and the $350 million note receivable at fair values of $121 million and $224 million, respectively, which are recorded in "Investments and noncurrent receivables" in the interim Condensed Consolidated Balance Sheets. The fair value of the equity interest was determined using the enterprise value based on sales proceeds and a market approach primarily based on restricted stock studies. The fair value of the note receivable was determined using a market approach primarily based on current market interest rates for similar credit facilities and the duration of the note. The financial results of Derby, subsequent to the transaction date, are included in DuPont's interim Condensed Consolidated Financial Statements with a three-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with DuPont’s accounting policy. Refer to Note 11 for additional information.

The interim results of operations for the three months ended March 31, 2023, representsrepresent the Delrin® business comparatively, at March 31, 2022, the results of operations are related to both M&M Businesses.unless otherwise indicated. The following table summarizes the interim results of operations of the M&M BusinessesDivestitures which are presented as discontinued operations as summarized below:
Three Months Ended March 31,
In millions20232022
Net sales$147 $1,042 
Cost of sales84 782 
Research and development expenses15 
Selling, general and administrative expenses— 51 
Amortization of intangibles— 28 
Acquisition, integration and separation costs 1
54 96 
Equity in earnings of nonconsolidated affiliates— (1)
Sundry income (expense) - net— 
Income from discontinued operations before income taxes10 69 
Provision for (Benefit from) income taxes on discontinued operations(219)
Income from discontinued operations, net of tax288 
Net income from discontinued operations attributable to noncontrolling interests— 
Gain on sale, net of tax 2
$24 $— 
Income from discontinued operations attributable to DuPont stockholders, net of tax$28 $286 
1. Balance includes costs related to the M&M Divestitures for both periods presented.
2. Balance includes adjustments for estimated assets sold with the M&M Divestiture.
In millionsThree Months Ended March 31, 2023
Net sales$147 
Cost of sales84 
Research and development expenses

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.

12


The following table summarizes the major classes of assets and liabilities represent only those related to Delrin®, classified as held for sale presented as discontinued operations at March 31, 2023 and December 31, 2022:
In millionsMarch 31, 2023December 31, 2022
Assets
Accounts and notes receivable - net$86 $75 
Inventories121 104 
Other current assets
Property, plant and equipment - net259 256 
Goodwill405 405 
Other intangible assets341 338 
Deferred income tax assets26 36 
Deferred charges and other assets74 71 
Total assets of discontinued operations$1,318 $1,291 
Liabilities
Accounts payable$69 $78 
Income taxes payable— 
Accrued and other current liabilities
Deferred income tax liabilities49 53 
Pension and other post employment benefits - noncurrent
Other noncurrent liabilities
Total liabilities of discontinued operations$136 $146 

During each reporting period that the Delrin® disposal group continues to be classified as held for sale, the Company assessed whether the fair value less cost to sell was less than the carrying value of each disposal group. The Company determined that the fair value less cost to sell of the Delrin® disposal unit was greater than its carrying value at March 31, 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 costs1
54 
Sundry income (expense) - net
Income from discontinued operations before income taxes$10 
Provision for income taxes on discontinued operations
Income from discontinued operations, net of tax$
Gain on sale, net of tax 2
$24 
Income from discontinued operations attributable to DuPont stockholders, net of tax$28 
1. Includes costs related to both the M&M Divestiture and the Delrin® Divestiture, which 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
2. Gain includes purchase price adjustments 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.Divestiture.

1314


Table of Contents
Other Discontinued Operations Activity
The Company recorded incomea gain from discontinued operations, net of tax of $(8)$14 million and $276a loss of $8 million for the three months ended March 31, 20232024 and 2022,2023, 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 March 31,
In millions20242023
M&M Divestitures 1
$(6)$28 
MOU Activity 2
(9)(5)
Indemnification activity - environmental and legal 3
(5)(29)
Tax related matters 4
35 — 
Other(1)(2)
Income (loss) from discontinued operations, net of tax$14 $(8)
1.The three months ended March 31, 2024 primarily includes Acquisition, integration and separation costs.
2.Includes the activity for the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva Inc ("Corteva"), E. I. du Pont de Nemours and Company ("EIDP") and the Company. Refer to Note 14 for additional information.
3.Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between 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.EIDP. For additional information on these matters, refer to Note 13.14.
4.The three months ended March 31, 2024 includes tax indemnification activity associated with divested businesses.


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 LineThree Months Ended March 31,
In millions20232022
Industrial Solutions$494 $500 
Interconnect Solutions331 460 
Semiconductor Technologies471 576 
Electronics & Industrial$1,296 $1,536 
Safety Solutions$676 $654 
Shelter Solutions395 422 
Water Solutions378 353 
Water & Protection$1,449 $1,429 
Retained Businesses 1
$273 $266 
Other 2
— 43 
Corporate & Other
$273 $309 
Total$3,018 $3,274 

Effective as of January 1, 2024, Electronics & Industrial realigned certain product lines that comprise its business units (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies) that are intended to optimize business operations across the segment leading to enhanced value for our customers and cost savings. The Net Trade Revenue by Segment and Business or Major Product Line table below has been recast for all periods presented to reflect the new structure. There was no change to total Electronics and Industrial segment net sales.
Net Trade Revenue by Segment and Business or Major Product LineThree Months Ended March 31,
In millions20242023
Industrial Solutions$448 $423 
Interconnect Solutions396 399 
Semiconductor Technologies521 474 
Electronics & Industrial$1,365 $1,296 
Safety Solutions$587 $676 
Shelter Solutions390 395 
Water Solutions314 378 
Water & Protection$1,291 $1,449 
Corporate & Other 1
$275 $273 
Total$2,931 $3,018 
1. Net sales within Corporate & Other reflect the Retained Businesses includeswhich include the Auto Adhesives & Fluids, MultibaseTM and Tedlar® businesses.
2. Net sales in 2022 reflected in Other primarily include activity of Biomaterials.
15


Net Trade Revenue by Geographic RegionThree Months Ended March 31,
In millions20232022
U.S. & Canada$1,023 $1,049 
EMEA 1
582 577 
Asia Pacific 2
1,293 1,545 
Latin America120 103 
Total$3,018 $3,274 
Table of Contents
Net Trade Revenue by Geographic RegionThree Months Ended March 31,
In millions20242023
U.S. & Canada$1,053 $1,023 
EMEA 1
544 582 
Asia Pacific 2
1,216 1,293 
Latin America118 120 
Total$2,931 $3,018 
1.Europe, Middle East and Africa.
2.Net sales attributed to China,China/Hong Kong, for the three months ended March 31, 2024 and 2023 and 2022 were $525$515 million and $707$525 million, respectively.

14


Table of Contents
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 three months of 20232024 and 20222023 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 

Contract BalancesMarch 31, 2024December 31, 2023
In millions
Accounts and notes receivable - trade 1
$1,592 $1,543 
Deferred revenue - current 2
$$
Deferred revenue - noncurrent 3
$22 $22 
1.Included in "Accounts and notes receivable - net" in the interim Condensed Consolidated Balance Sheets.
2.Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
3.Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets.


16


Table of Contents
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 includesinclude asset impairments, were $39 million and $14 million for the three months ended March 31, 20232024, and $101 million for the three months ended March 31, 2022.2023. 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$101 million at March 31, 20232024 and $67$107 million at December 31, 2022,2023, recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. Raw Material inventory write-offs associated with restructuring programs are recorded to "Cost of Sales” in the interim Consolidated Statements of Operations. Restructuring activity primarily consists of the following programs:

2023-2024 Restructuring Program
In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program"). The Company recorded pre-tax restructuring charges of $146 million inception-to-date, consisting of severance and related benefit costs of $103 million and asset related charges of $43 million. In connection with the 2023-2024 Restructuring Program, the Company recorded $25 million of raw material inventory write-offs in “Cost of Sales” within the interim Consolidated Statements of Operations related to plant line closures within the Water & Protection segment. The raw material was written down to salvage value as it was only utilizable on the closed lines which were based on outdated technology and has a limited third party resale market. Refer to Note 21 for significant items by segment.

The following table summarizes the charges incurred by segment related to the 2023-2024 Restructuring Program:
2023-2024 Restructuring Program Charges by SegmentThree Months Ended March 31, 2024
(In millions)
Electronics & Industrial$
Water & Protection 1
22 
Corporate & Other
Total$36 
1.Amount excludes raw materials inventory write-offs recorded during the three months ended March 31, 2024. Refer to Note 21 for additional information.

The following table summarizes the activities related to the 2023-2024 Restructuring Program:
2023-2024 Restructuring ProgramSeverance and Related Benefit CostAsset Related ChargesTotal
In millions
Reserve balance at December 31, 2023$79 $— $79 
Restructuring charges 1
23 13 36 
Charges against the reserve(2)(13)(15)
Cash payments(17)— (17)
Reserve balance at March 31, 2024$83 $— $83 
1.Amount excludes raw materials inventory write-offs recorded during the three months ended March 31, 2024 impacting the Water & Protection segment. Refer to Note 21 for additional information.

Total liabilities related to the 2023-2024 Restructuring Program were $83 million at March 31, 2024 and $79 million at December 31, 2023, respectively, recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Company expects the program to be substantially complete by the end of 2024.

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$99 million inception-to-date, consisting of severance and related benefit costs of $68$85 million and asset related charges of $14 million. The Company recorded pre-tax restructuring charges of $3 million.million, to Corporate & Other for the three months ended March 31, 2024.

Total liabilities related to the 2022 Restructuring Program were $53$18 million at March 31, 20232024 and $57$27 million at December 31, 2022,2023, respectively, recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheet. 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, 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. 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 OperationsSheets. Actions 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.”


2022 Restructuring Program are substantially complete.
1517


Table of Contents
NOTE 67 - SUPPLEMENTARY INFORMATION
Sundry Income (Expense) - NetThree Months Ended March 31,
In millions20232022
Non-operating pension and other post-employment benefit (costs) credits$(2)$
Interest income46 
Net gain (loss) on divestiture and sales of other assets and investments(1)
Foreign exchange losses, net
(20)(5)
Miscellaneous (expenses) income - net(1)
Sundry income (expense) - net$29 $
Sundry Income (Expense) - NetThree Months Ended March 31,
In millions20242023
Non-operating pension and other post-employment benefit credits (costs)$$(2)
Interest income 1
20 46 
Net gain on divestiture and sales of other assets and investments
Foreign exchange gains (losses), net
(20)
Miscellaneous income (expense) - net(1)
Sundry income (expense) - net$38 $29 
1.The three months ended March 31, 2024 includes non-cash interest income of $6 million related to the $350 million Delrin® related party note receivable. Refer to Note 11 for additional information.

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, 20232024 and December 31, 2022,2023 the Company had restricted cash of $104$413 million and $103$411 million, respectively, included within non-current “Restricted cash and cash equivalents”. in the Condensed Consolidated Balance Sheets, theThe majority of which isthese balances are attributable to the MOU cost sharing arrangement. Water District Settlement Fund. 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 interim Condensed Consolidated Balance Sheets were $863$1,255 million at March 31, 20232024 and $951$1,269 million at December 31, 2022. 2023. "Accrued and other current liabilities" at March 31, 2024 and December 31, 2023 includes approximately $408 million and $405 million, respectively, related to a settlement agreement further discussed in Note 14.Accrued payroll, which is a component of "Accrued and other current liabilities," was $194$197 million at March 31, 20232024 and $291$250 million at December 31, 2022. 2023.No other component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities at March 31, 20232024 and at December 31, 2022.2023.


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. PositionsThe Company has ongoing federal, state, and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by thelocal tax authorities may be settled or appealed by the Company.authorities. 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 interim 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 first quarter of 20232024 was 23.331.5 percent, compared with an effective tax rate of 16.823.3 percent for the first quarter of 2022.2023. The lowerhigher effective tax rate for the first quarter of 2022 principally resulted from2024 was driven by the recognitiongeographic mix of a $94 million impairment chargeearnings offset by the U.S. taxation of foreign operations as well as certain one-time discrete tax expenses, including an equity method investmentinternational statutory tax assessment received for which resulted in a tax benefit of $29 million.the Company is indemnified.

As a result ofEffective from 2024, the M&M Businesses meetingOrganization for Economic Co-operation and Development’s ("OECD") Global Anti-Base Erosion ("GloBE") rules under Pillar Two have been enacted by the held for sale criteriaEuropean Union and other countries in the first quarter of 2022,which the Company recordedoperates. The Company does not expect a net deferredresulting material change to the income tax benefit of $239 millionprovision for the year ended December 31, 2024. However, the Company expects the effective tax rate and cash tax payments could increase in the first quarter of 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. 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 3 for additional information on the M&M Divestitures.future years.


1618


Table of Contents
NOTE 89 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the three months ended March 31, 20232024 and 2022:2023:
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 & Diluted
Net Income for Earnings Per Share Calculations - Basic & Diluted
In millions
In millions
In millionsIn millions20232022
Income from continuing operations, net of taxIncome from continuing operations, net of tax$273 $232 
Income from continuing operations, net of tax
Income from continuing operations, net of tax
Net income from continuing operations attributable to noncontrolling interests
Net income from continuing operations attributable to noncontrolling interests
Net income from continuing operations attributable to noncontrolling interestsNet income from continuing operations attributable to noncontrolling interests18 
Income from continuing operations attributable to common stockholders
Income from continuing operations attributable to common stockholders
Income from continuing operations attributable to common stockholdersIncome from continuing operations attributable to common stockholders$265 $214 
(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 attributable to common stockholders, net of tax
Income (loss) from discontinued operations attributable to common stockholders, net of tax
Income (loss) from discontinued operations attributable to common stockholders, net of tax
Net income attributable to common stockholdersNet income attributable to common stockholders$257 $488 
Net income attributable to common stockholders
Net income attributable to common stockholders
Earnings Per Share Calculations - BasicEarnings Per Share Calculations - BasicThree Months Ended March 31,
Earnings Per Share Calculations - Basic
Earnings Per Share Calculations - Basic
Dollars per shareDollars per share20232022
Dollars per share
Dollars per share
Earnings from continuing operations attributable to common stockholdersEarnings from continuing operations attributable to common stockholders$0.58 $0.42 
(Loss) earnings from discontinued operations, net of tax(0.02)0.54 
Earnings from continuing operations attributable to common stockholders
Earnings from continuing operations attributable to common stockholders
Earnings (loss) from discontinued operations, net of tax
Earnings (loss) from discontinued operations, net of tax
Earnings (loss) from discontinued operations, net of tax
Earnings attributable to common stockholders 1
Earnings attributable to common stockholders 1
$0.56 $0.95 
Earnings attributable to common stockholders 1
Earnings attributable to common stockholders 1
Earnings Per Share Calculations - DilutedEarnings Per Share Calculations - DilutedThree Months Ended March 31,
Earnings Per Share Calculations - Diluted
Earnings Per Share Calculations - Diluted
Dollars per share
Dollars per share
Dollars per shareDollars per share20232022
Earnings from continuing operations attributable to common stockholdersEarnings from continuing operations attributable to common stockholders$0.58 $0.42 
(Loss) earnings from discontinued operations, net of tax(0.02)0.53 
Earnings from continuing operations attributable to common stockholders
Earnings from continuing operations attributable to common stockholders
Earnings (loss) from discontinued operations, net of tax
Earnings (loss) from discontinued operations, net of tax
Earnings (loss) from discontinued operations, net of tax
Earnings attributable to common stockholders 1
Earnings attributable to common stockholders 1
$0.56 $0.95 
Earnings attributable to common stockholders 1
Earnings attributable to common stockholders 1
Share Count Information
Share Count Information
Three Months Ended March 31,
Share Count Information
Share Count Information
Shares in millions
Shares in millions
Shares in millionsShares in millions20232022
Weighted-average common shares - basicWeighted-average common shares - basic458.8 512.0 
Weighted-average common shares - basic
Weighted-average common shares - basic
Plus dilutive effect of equity compensation plans
Plus dilutive effect of equity compensation plans
Plus dilutive effect of equity compensation plansPlus dilutive effect of equity compensation plans1.4 1.8 
Weighted-average common shares - dilutedWeighted-average common shares - diluted460.2 513.8 
Weighted-average common shares - diluted
Weighted-average common shares - diluted
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
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2
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.


1719


Table of Contents
NOTE 910 - INVENTORIES
In millionsIn millionsMarch 31, 2023December 31, 2022In millionsMarch 31, 2024December 31, 2023
Finished goodsFinished goods$1,365 $1,299 
Work in processWork in process542 522 
Raw materialsRaw materials409 388 
SuppliesSupplies127 120 
Total inventoriesTotal inventories$2,443 $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 interim Condensed Consolidated Balance Sheets. The Company's net investment in nonconsolidated affiliates at March 31, 20232024 and December 31, 20222023 is $697$797 million and $686$788 million, respectively. In the first quarter of 2022, the Company recorded an other-than-temporary impairment on an equity method investment. See Note 5 for more information.

Sales to nonconsolidated affiliates represented approximatelyless than 2 percent of total net sales for both the three months ended March 31, 20232024, and less than 2 percent for the three months ended March 31, 2022.2023. Purchases from nonconsolidated affiliates represented less than 1 percent and 3 percent of “Cost of sales” for the three months ended March 31, 2024 and 2023, and less than 4 percent for the three months ended March 31, 2022.respectively. The Company maintained an ownership interest in sixseven nonconsolidated affiliates at March 31, 2023.2024.

Derby Equity Interest
As a result of the Delrin® Divestiture, on November 1, 2023, the Company received a 19.9 percent non-controlling equity interest in Derby. The financial results of Derby, subsequent to the transaction date, are included in DuPont's Consolidated Financial Statements with a three-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with DuPont’s accounting policy. For the three months ended March 31, 2024, the Company recorded a loss of $7 million in "Equity in earnings of nonconsolidated affiliates" which includes the impact of approximately $8 million for transaction costs incurred by Derby and amortization expense from purchase accounting. As of March 31, 2024, the carrying values of the retained equity investment and note receivable were $117 million and $234 million, respectively.

For the three months ended March 31, 2024, Company recognized non-cash interest income on the Derby Note Receivable of $6 million, reported in "Sundry income (expense) - net" on the interim Consolidated Statement of Operations, and accreted to the carrying value of the note receivable.


1820


Table of Contents
NOTE 1112 - GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amounts of goodwill during the three months ended March 31, 20232024 were as follows:
In millionsElectronics & IndustrialWater & ProtectionCorporate & OtherTotal
Balance at December 31, 2022$9,397 $6,656 $610 $16,663 
Currency Translation Adjustment21 18 40 
Balance at March 31, 2023$9,418 $6,674 $611 $16,703 
In millionsElectronics & IndustrialWater & ProtectionCorporate & OtherTotal
Balance at December 31, 2023$10,205 $5,900 $615 $16,720 
Currency translation adjustment(51)(59)(4)(114)
Goodwill recognized for Spectrum Acquisition— — 
Balance at March 31, 2024$10,161 $5,841 $611 $16,613 

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.

Effective as of January 1, 2024, Electronics & Industrial realigned certain of its product lines making up its business lines (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies). During the first quarter of 2024, the realignment of the businesses within Electronics & Industrial served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by certain reporting units as of January 1, 2024, prior to the realignment. As part of its annual assessmentthe realignment, the Company assessed and re-defined certain reporting units effective January 1, 2024, including reallocation of goodwill on a relative fair value basis, as applicable, to reporting units impacted. Goodwill impairment analyses were then performed for reporting units impacted in the fourth quarter of 2022, the Company determined that the estimatedElectronics and Industrial segment and no impairments were identified. The fair value of oneeach reporting unit tested was estimated using a combination of a discounted cash flow model and market approach. The Company’s assumptions in estimating fair value include projected revenue, gross margins, selling, administrative, research and development expenses (SARD), capital expenditures, the weighted average cost of capital, the terminal growth rates, and the tax rate for the income approach and projected EBITDA and derived multiples from comparable market transactions for the market approach.

In connection with the preparation of the full year 2023 financial statements, macroeconomic triggering events required the Company to perform an impairment analysis of the goodwill associated with its Protection reporting unitsunit, within Water & Protection as of December 31, 2023. As a result of the analysis performed, the Company concluded that the carrying amount of the Protection reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge of $804 million, which was recorded within “Goodwill impairment charge” on the Consolidated Statements of Operations for the year ended December 31, 2023. This reporting unit remains at risk for future impairment due to the fair value now being equal to the carrying value by approximately 10%.as a result of the recorded impairment. Should macroeconomic conditions worsen, resulting in further recovery delays, or other events occur indicating that the estimated future cash flows of the reporting unit have further declined and the reporting unit is unable to meet or exceed its projections from 2024 and other future years, the Company may be required to record future non-cash impairment charges related to goodwill. As of March 31, 2023,2024, the remaining carrying amount of goodwill within thisthe Protection reporting unit was $5.6$4.8 billion. Given this level of fair value, the reporting unit is sensitive to changes in the significant assumptions used in the analysis. If the reporting unit does not perform to expected levels or there are adverse changes in certain macroeconomic factors, the related goodwill may be at risk for impairment in the future.

Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
March 31, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
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:
Developed technology
Developed technology
Developed technology Developed technology$1,958 $(958)$1,000 $1,955 $(913)$1,042 
Trademarks/tradenames Trademarks/tradenames906 (364)542 906 (349)557 
Customer-related Customer-related5,477 (2,485)2,992 5,454 (2,389)3,065 
Other Other55 (27)28 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 
Intangible assets with indefinite lives:Intangible assets with indefinite lives:
Trademarks/tradenames Trademarks/tradenames804 — 804 804 — 804 
Trademarks/tradenames
Trademarks/tradenames
Total other intangible assetsTotal other intangible assets804 — 804 804 — 804 
TotalTotal$9,200 $(3,834)$5,366 $9,173 $(3,678)$5,495 

21


Table of Contents
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 SegmentMarch 31, 2024December 31, 2023
In millionsIn millionsIn millions
Electronics & IndustrialElectronics & Industrial$2,902 $2,976 
Water & ProtectionWater & Protection2,371 2,424 
Corporate & OtherCorporate & Other93 95 
TotalTotal$5,366 $5,495 

Total estimated amortization expense for the remainder of 20232024 and the five succeeding fiscal years is as follows:
Estimated Amortization ExpenseEstimated Amortization Expense
In millionsIn millions
Remainder of 2023$433 
2024$546 
In millions
In millions
Remainder of 2024
Remainder of 2024
Remainder of 2024
20252025$501 
20262026$473 
20272027$425 
20282028$373 
2029


19


Table of Contents
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, 2022.2023. If applicable, updates have been included in the respective section below.

Long-Term Debt
Long-term debt at March 31, 20232024 and December 31, 20222023 was $7,807$7,776 million and $7,774$7,800 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, 20232024 and December 31, 20222023 this balance was $40$84 million and $71$59 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$743 million at March 31, 2023.2024. 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, 2023.2024. 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 $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). There were no drawdowns of the facility during the three month period ended March 31, 2024.

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, 20232024 and December 31, 20222023 was $141$89 million and $127$97 million, respectively, and is recorded in “Accounts Payable” in the interim Condensed Consolidated Balance Sheets.


22


Table of Contents
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, 2023,2024, the Company has recorded indemnification assets of $64$26 million within "Accounts and notes receivable - net" and $238$284 million within "Deferred charges and other assets" and indemnification liabilities of $201$178 million within "Accrued and other current liabilities" and $307$238 million within "Other noncurrent obligations" within the interim Condensed Consolidated Balance Sheets. As of December 31, 2023, the Company has recorded indemnification assets of $21 million within "Accounts and notes receivable - net" and $242 million within "Deferred charges and other assets" and indemnified liabilities of $200 million within "Accrued and other current liabilities" and $263 million within "Other noncurrent obligations" within the interim Condensed 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 March 31, 2024, the Company has recognized a liability of $408 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.

20


Table of Contents
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 March 31, 2024, the Company had paid Qualified Spend of approximately $175 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.unchanged.

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
23


Table of Contents
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 milliona certain percentage of the Indemnifiable Losses, described below, in relation to certainrising from EIDP Stray Liabilities and that the percentage changes upon each company meeting its respective threshold of $150 million for PFAS Stray Liabilities and $200 million for EIDP Stray Liabilities. In addition, for certain Non-PFAS Liabilities, (“Specified Spend Non-PFAS Liabilities”), Corteva must spend specified amounts before costs associated with such matter will be considered Indemnifiable Losses.

The Agreements further provide that the Company and Corteva will each bear 50 percent $150 million each, of the first $300 million ($150 million) of total Indemnifiable Losses related to PFAS Stray Liabilities. WhenIn 2023, the companies meetmet their respective $150 million threshold and as a result the Company bears 71 percent of Indemnifiable Losses related to PFAS Stray Liabilities will be borne 71 percent byand Corteva bears 29 percent. At March 31, 2024, DuPont has accrued for future Qualified Spend and 29 percent by Corteva. Indemnifiable Losses uprelated to PFAS Stray Liabilities accordingly.

The $150 million of Indemnifiable Losses incurred for PFAS Stray Liabilities arehas been 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 meet their respective $150 million threshold for PFAS Stray Liabilities in 2023.

21


Table of Contents
Corteva is also expected to meet thehas met its $200 million threshold in 2023 based on the projected timing for certain remediation actions related to Non-PFAS Stray Liabilities.threshold. As a result, and in accordance withuntil the Agreements, when CortevaCompany meets its $200 million threshold, DuPont generally will bear allit is responsible for managing the Non-PFAS Stray Liabilities, until meetingexcluding Specified Spend Non-PFAS Liabilities for which Corteva has not reached its $200 million threshold.specified spend amount, and is bearing all Indemnifiable Losses associated with such 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, 2023, DuPont2024, the Company has accrued for future QualifiedIndemnifiable Losses related to Non-PFAS Stray Liabilities, including Specified Spend and Indemnifiable LossesNon-PFAS 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 MOU
In millionsMarch 31, 2023December 31, 2022Balance Sheet Classification
Current indemnified liabilities$62 $66 Accrued and other current liabilities
Long-term indemnified liabilities$122 $120 Other noncurrent obligations
Total indemnified liabilities accrued under the MOU 1
$184 $186 
Indemnification Related Liabilities Associated with the MOU
In millionsMarch 31, 2024December 31, 2023Balance Sheet Classification
Current indemnification liabilities$88 $87 Accrued and other current liabilities
Long-term indemnification liabilities123 119 Other noncurrent obligations
Total indemnification liabilities accrued under the MOU 1
$211 $206 
1.As of March 31, 20232024 and December 31, 2022,2023, total indemnified liabilities accrued include $164$136 million and $161$139 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"). This excludes amounts related to the Water District Settlement Agreement, as defined below.

In addition to the above, beginning the second quarter of 2023 and as of March 31, 2024, the Company has recognized a liability related to the Water District Settlement Agreement, defined below, between Chemours, Corteva, EIDP and DuPont related to the aqueous film-forming foams multi-district litigation. As of March 31, 2024, the liability recognized by the Company related to the Water District Settlement Agreement is $408 million, including interest.

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.

In
24


Table of Contents
Under EIDP’s 2004 EIDP settledsettlement of 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. Membersv.EIDP , 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, ChemoursAfter the panel reported its findings, approximately 3,550 personal injury lawsuits filed in Ohio and EIDP each paid $335 million to settle theWest Virginia state and federal courts , were consolidated in 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. In 2017, Chemours and EIDP settled the Ohio MDL for $670 million.

Post the 2017 settlement, did not resolve aboutapproximately 100 additional cases subsequently broughtwere filed 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 ofsettled all but one of the approximately 100these cases (the “Settlement”). The total settlement amount wasin 2021 for $83 million in cash with each of the Company and EIDP contributing $27 million and Chemours contributing $29 million. At June 30,The 2021 the Company had paid in full its $27 million contribution. The Settlementsettlement 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 injuryremaining case captioned “Abbott v. E. I. du Pont de Nemoursresulted in a jury verdict for the plaintiff. The Company paid its share in accordance with the Agreements and Company” was not includedMOU 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 dozen new cases into the Ohio MDL.fourth quarter 2023 after EIDP had exhausted its appeal rights. DuPont was not a named party in the Leach case or the Ohio MDL and it is not named as a named partydefendant in the Abbott case or the new cases being filed into the Ohio MDL.

In November 2023, DuPont, Chemours and Corteva reached a settlement agreement with the State of Ohio designed to benefit Ohio's natural resources and the people of the State of Ohio. Among other things, and subject to certain limitations and preservations, the settlement resolves the State's claims relating to releases of PFAS in or into the State from the companies' facilities and claims relating to the manufacture and sale of PFAS-containing products. The settlement also resolves the State's claims related to AFFF and is expected to be paid in 2024. As part of the settlement, the companies agreed to pay the State of Ohio a combined total of $110 million, 80 percent of which the State has allocated to restoration of natural resources related to operation of the Washington Works facility. Consistent with the MOU, DuPont's share of the settlement will be approximately $39 million, which is accrued for as of March 31, 2024.

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. In 2022, the companies paid the settlement consistent with the MOU, accordingly DuPont paid $12.5 million. The settlement provides for a potential Supplemental Payment to Delaware up to a total of $25 million, in the event certain conditions are met. As a result of the settlement agreement with the State of Ohio reached in November 2023, a Supplemental Payment is owed to the State of Delaware. The supplemental payment is to be paid subjected to the terms of the MOU. As a result, the Company has accrued approximately $9 million as of March 31, 2024 related to the Supplemental Payment.

As of March 31, 2023,2024, 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.

22


Table of Contents
Beginning in April 2019, several dozen lawsuits alleging water contaminationdamages from the use of PFAS-containing aqueous firefightingfilm-forming foams (“AFFF”) were filed against EIDP and Chemours, in additionadditional 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 SC MDL has grown and contains approximately 4,100 cases. Most of the actions in the SCAFFF MDL identify DuPont as a defendant only fordue to fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations. Generally,A portion of cases in the SCAFFF MDL contains multiple types of lawsuits including, but not limited to, personal injury cases, state attorneys general natural resource damages cases,were resolved by Chemours, Corteva, EIDP and water provider contamination cases.DuPont as discussed below. DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containingPFOS-containing products.

The court has selectedOn 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 provider case, City of Stuart, Florida v. 3M Company, et al., as the first casesystems, including but not limited to proceed to trial. Trial is scheduled for June 5, 2023. The plaintiffs in the City of Stuart case have dismissed the fraudulent transfer claims against DuPont. The court has encouraged all parties to discuss resolutionwater systems that are part of the water provider categoryAFFF MDL related to the use of cases,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 on October 26, 2022 appointedDuPont collectively contributed $1.185 billion to a mediator to facilitate discussions among and between the parties. ConsistentQualified Settlement Fund (the “Water District Settlement Fund”). In accordance with the court's instructions and under the mutual obligation of the MOU, Chemours Corteva/EIDPcontributed about 50 percent of the settlement amount (about $592 million), and DuPont (about $400 million) and Corteva (about $193 million) together are engagedcontributed 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.

25


Table of Contents
DuPont had deposited an aggregate of $100 million into the MOU Escrow Account as of June 30, 2023. The $100 million aggregate deposit was used to fund in part DuPont's $400 million contribution to the Water District Settlement Fund. DuPont's $400 million contribution was made by way of a cash payment into the fund in the third quarter 2023. At March 31, 2024, DuPont has recorded a liability of about $408 million (including interest) in connection with plaintiffs’ counselthe Water District Settlement Agreement, included in "Accrued and other current liabilities" within the court-appointed mediatorinterim Condensed Consolidated Balance Sheets. As of March 31, 2024, the $400 million deposited, plus interest, within the Water District Settlement Fund is reflected in "Restricted cash and cash equivalents - current" on the interim Condensed Consolidated Balance Sheets. The Company has presented these funds as restricted cash since their use is restricted under the Water District Settlement Agreement. DuPont's aggregate MOU escrow deposits of $100 million, excluding interest, at December 31, 2023 is reflected in "Restricted cash and cash equivalents - noncurrent" on the interim Condensed Consolidated Balance Sheets.

The Water District Settlement's defined class is composed of all Public Water Systems, as defined in 42 U.S.C § 300f, with a 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 class does not include water provider cases. Itsystems 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 federal or state requirements; and, unless they otherwise request to be included, water systems in the lower Cape Fear River Basin of North 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 can be no guarantee that the mediation discussions will result in a settlementany, at this time.

As part of the approval process, the Court established, among other things, a mechanism for class members to submit request to be excluded from the settlement. The Notice Administrator submitted a report on February 6, 2024 indicating that 924 of 14,167 entities on the list of potential class members submitted timely requests for exclusion. The Court issued a revised order during the first quarter 2024 extending the date by which water systems that elected to be excluded from the settlement could rejoin the class to March 15, 2024. The Notice Administrator has not issued an updated report. Therefore, the number of opt-outs is not final and is subject to a court ordered review process for compliance with the opt out process.

On February 8, 2024, the Court granted the plaintiffs’ motion for final approval of the Water District Settlement Agreement and final certification of settlement class. An appeal was filed on March 11, 2024 on behalf of one water district, and was still pending at March 31, 2024. On April 16, 2024, the water district filed a motion to dismiss its appeal which the Court granted on April 17, 2024. No additional appeals were filed during the appeal period and, accordingly, the entry of judgment became final in April 2024. The Company’s contribution, including interest, paid into the Water District Settlement Fund will be removed from restricted cash along with the associated accrued liability in the second quarter 2024 due to the judgment becoming final. In the non-water provider cases in the AFFF MDL, the parties have begun the discovery process for 25 bellwether personal injury cases.

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 cleanupclean up 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 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 from the environmental impacts of various chemicals, including PFAS, across all current and historical locations. Consistent with the MOU, Chemours will bear 50 percent or $25 million of the $50 million settlement and Corteva and DuPont will each bear $12.5 million. The Company paid its portion of the settlement in January 2022. The settlement also calls for a potential Supplemental Payment to Delaware up to a total of $25 million funded 50 percent by Chemours and 50 percent by Corteva and DuPont, jointly, under certain circumstances which are not deemed probable.

In April 2021, 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 indicated that it expects to make declaration determinations in the second half of this year.

On March 24,September 27, 2023, the Cape Fear Public Utility Authority (“CFPUA”) filed a lawsuit in Delaware Chancery Court against EIDP, Chemours, Corteva, and DuPont allegingdetermined that the companies engageddefendants were liable to the 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 municipalities' property rights by an objective standard. Additional briefing is expected on this judgment and in accordance with local procedure, the Court will determine damages, if any, 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 andseparate, subsequent separations; to find that DuPont and Corteva have assumed PFAS liabilities from EIDP and Chemours; to enjoin the defendants 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.proceeding.

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.

2326


Table of Contents
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 March 31, 2024. 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, 2023,2024, the Company has liabilities of $16$20 million associated with these other litigation matters. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the interim 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, 2023,2024, the Company had accrued obligations of $297$284 million for probable environmental remediation and restoration costs. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the interim 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 interim 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 includeincludes the following:
Environmental Accrued ObligationsEnvironmental Accrued ObligationsEnvironmental Accrued Obligations
In millionsIn millionsMarch 31, 2023December 31, 2022
Potential exposure above the amount accrued 1
In millionsMarch 31, 2024December 31, 2023
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 indemnified liabilities:
Environmental remediation indemnification Related Liabilities:
Environmental remediation indemnification Related Liabilities:
Environmental remediation indemnification Related Liabilities:
Indemnifications related to Dow and Corteva 2
Indemnifications related to Dow and Corteva 2
Indemnifications related to Dow and Corteva 2
Indemnifications related to Dow and Corteva 2
83 48 86 
MOU related obligations (discussed above) 3
MOU related obligations (discussed above) 3
172 173 59 
Other environmental indemnifications Other environmental indemnifications
Total environmental related liabilitiesTotal environmental related liabilities$297 $263 $259 
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.accrued, as of March 31, 2024.
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.


24
27


Table of Contents
NOTE 1415 - OPERATING LEASES
The lease cost for operating leases were as follows:
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
In millions
In millions
In millionsIn millions20232022
Operating lease costsOperating lease costs$29 $27 
Operating lease costs
Operating lease costs

Operating cash flows from operating leases were $30 million and $27 million for the three months ended March 31, 20232024 and 2022,2023, respectively.

New operating lease assets and liabilities entered into during the three months ended March 31, 2024 and 2023, and 2022 were $18$8 million and $12$18 million, respectively. Supplemental balance sheet information related to leases was as follows:
In millionsIn millionsMarch 31, 2023December 31, 2022In millionsMarch 31, 2024December 31, 2023
Operating LeasesOperating Leases 
Operating lease right-of-use assets 1
Operating lease right-of-use assets 1
$422 $426 
Operating lease right-of-use assets 1
Operating lease right-of-use assets 1
Current operating lease liabilities 2
Current operating lease liabilities 2
89 90 
Noncurrent operating lease liabilities 3
Noncurrent operating lease liabilities 3
332 333 
Total operating lease liabilitiesTotal operating lease liabilities$421 $423 
1.Included in "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheet.Sheets.
2.Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheet.Sheets.
3.Included in "Other noncurrent obligations" in the interim 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 LeasesMarch 31, 2024December 31, 2023
Weighted-average remaining lease term (years)Weighted-average remaining lease term (years)8.48.1Weighted-average remaining lease term (years)8.48.5
Weighted average discount rateWeighted average discount rate2.78 %2.76 %Weighted average discount rate3.58 %3.55 %

Maturities of lease liabilities were as follows:
Maturity of Lease Liabilities at March 31, 2023Operating Leases
Maturity of Lease Liabilities at March 31, 2024Maturity of Lease Liabilities at March 31, 2024Operating Leases
In millionsIn millionsOperating LeasesIn millions
Remainder of 2023
202486 
Remainder of 2024
2025202564 
2026202647 
2027202737 
2028 and thereafter172 
2028
2029 and thereafter
Total lease paymentsTotal lease payments$482 
Less: InterestLess: Interest61 
Present value of lease liabilitiesPresent value of lease liabilities$421 

The Company has leases in which it is the lessor. In connection with the 2021 sale of the N&B Transactionbusinesses and the M&M Divestiture,Divestitures, 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 interim Condensed Consolidated Balance SheetSheets or interim Consolidated Statement of Operations. Lease agreements where the Company is the lessor have final expirations through 2036.


2528


Table of Contents
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 fourththird quarter 2022,of 2023, DuPont entered into new accelerated share repurchase ("ASR") agreements with three financial counterparties.counterparties to repurchase an aggregate of $2 billion of common stock ("$2B ASR Transaction"). DuPont paid an aggregate of $3.25$2 billion to the counterparties and received initial deliveries of 38.821.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $2.6$1.6 billion. In the first quarter of 2024, the $2B ASR Transaction was completed. The remaining $650settlement resulted in the delivery of 6.7 million was evaluated as an unsettled forward contract indexed toadditional shares of DuPont common stock, classified within stockholders’ equity.which were retired immediately and recorded as a reduction of retained earnings of $426 million. In total, the Company repurchased 27.9 million shares at an average price of $71.67 per share under the $2B ASR Transaction. The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the termcompletion of the $2B ASR transaction, less an agreed upon discount. The ASR transaction is being funded with cash on hand and is expected to be completed in the third quarter 2023.

For the three months ended March 31, 2023, there were no purchases of the Company's common stock. At March 31, 2023, $2 billion is the approximate dollar value of shares that remain authorized for repurchases underTransaction effectively completes the $5B Share Buyback Program and the Company's stock repurchase authorization. Any additional repurchases under

In the $5Bfirst quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B Share Buyback program willProgram”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws. The $1B Share Buyback Program terminates on June 30, 2025, unless extended or shortened by the market,Board of Directors. In the first quarter 2024, DuPont entered into an ASR agreement with one counterparty for the repurchase of $500 million of common stock ("Q1 2024 ASR Transaction"). DuPont paid an aggregate of $500 million to the counterparty and received initial deliveries of 6.0 million shares of DuPont common stock, which may include additional accelerated share repurchase agreements.were retired immediately and recorded as a reduction of retained earnings of $400 million. The timing and numberremaining $100 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders' equity as of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.March 31, 2024.

Subsequent to quarter end, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1 million additional shares of DuPont common stock, which were retired immediately and will be recorded as a reduction of retained earnings in the second quarter of 2024. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction.

The Inflation Reduction Act of 2022 introduced a 1 percent nondeductible excise tax imposed on the net value of certain stock repurchases. The net value is determined by the fair market value of the stock repurchased during the tax year, reduced by the fair market value of stock issued during the tax year. The Company recorded total excise tax of $8 million as a reduction to retained earnings for the three months ended March 31, 2024, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in our interim Condensed Consolidated Balance Sheets as of March 31, 2024.

29


Table of Contents
Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the three months ended March 31, 20232024 and 2022:2023:

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
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 $(717)
2024
Balance at January 1, 2024$(931)$(55)$76 $(910)
Other comprehensive (loss) income before reclassifications(237)(2)11 (228)
Amounts reclassified from accumulated other comprehensive loss— (1)— (1)
Net other comprehensive (loss) income$(237)$(3)$11 $(229)
Balance at March 31, 2024$(1,168)$(58)$87 $(1,139)
The tax effects on the net activity related to each component of other comprehensive income (loss)loss were not significant for the three months ended March 31, 20232024 and 2022.

2023.


2630


Table of Contents
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 20222023 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 PlansNet Periodic Benefit Costs for All Significant PlansThree Months Ended March 31,
Net Periodic Benefit Costs for All Significant Plans
Net Periodic Benefit Costs for All Significant Plans
In millions
In millions
In millionsIn millions20232022
Service cost 1
Service cost 1
$$12 
Service cost 1
Service cost 1
Interest cost 2
Interest cost 2
Interest cost 2
Interest cost 2
24 14 
Expected return on plan assets 3
Expected return on plan assets 3
(23)(27)
Expected return on plan assets 3
Expected return on plan assets 3
Amortization of prior service credit 4
Amortization of prior service credit 4
(1)(1)
Amortization of unrecognized net loss 5
— 
Curtailment/settlement 6
(1)— 
Net periodic benefit costs (credits) - Total$$(1)
Amortization of prior service credit 4
Amortization of prior service credit 4
Curtailment/settlement 5
Curtailment/settlement 5
Curtailment/settlement 5
Net periodic benefit costs - Total
Net periodic benefit costs - Total
Net periodic benefit costs - Total
Less: Net periodic benefit credits - Discontinued operationsLess: Net periodic benefit credits - Discontinued operations(2)(3)
Less: Net periodic benefit credits - Discontinued operations
Less: Net periodic benefit credits - Discontinued operations
Net periodic benefit costs - Continuing operations
Net periodic benefit costs - Continuing operations
Net periodic benefit costs - Continuing operationsNet periodic benefit costs - Continuing operations$10 $
1.The service cost from continuing operations was $8 million and $9for the three months ended March 31, 2023 for significant plans.
2.The interest cost from continuing operations was $23 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. 5.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.

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$44 million by year-end 2023, including plans held in discontinued operations.2024.


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 20222023 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 1715 million shares of common stock are available for award as of March 31, 2023.2024.

DuPont recognized share-based compensation expense in continuing operations of $16$23 million and $19$16 million for the three months ended March 31, 20232024 and 2022,2023, respectively. The income tax benefits related to stock-based compensation arrangements were $3$5 million and $4$3 million for the three months ended March 31, 20232024 and 2022, respectively.2023.

In the first quarter of 2024, the Company granted 0.8 million RSUs and 0.3 million performance based stock units ("PSUs"). The weighted-average fair values per share associated with the grants were $68.47 per RSU and $70.09 per PSU.


2731


Table of Contents
NOTE 1819 - FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at March 31, 20232024 and December 31, 2022:2023:
Fair Value of Financial InstrumentsFair Value of Financial InstrumentsMarch 31, 2023December 31, 2022Fair Value of Financial InstrumentsMarch 31, 2024December 31, 2023
In millionsIn millionsCostGainLossFair ValueCostGainLossFair ValueIn millionsCostGainLossFair ValueCostGainLossFair Value
Cash equivalents
Cash equivalents
$1,492 $— $— $1,492 $2,198 $— $— $2,198 
Restricted cash equivalents 1
Restricted cash equivalents 1
$111 $— $— $111 $110 $— $— $110 
Marketable securities$1,319 $— $— $1,319 $1,302 $— $— $1,302 
Total cash and restricted cash equivalents and marketable securities$2,922 $— $— $2,922 $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)
Total cash and restricted cash equivalents
Total cash and restricted cash equivalents
Total cash and restricted cash equivalents
Long-term debt including debt due within one year 2
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
Net investment hedge 3
Foreign currency 4, 5
Interest rate swap agreements 6
Total derivativesTotal derivatives$— $157 $(50)$107 $— $159 $(106)$53 
1.Refer to Note 7 and Note 14 or more information on Restricted cash equivalents.
2.Included in the balance is a fair value hedging revaluation related to the Company's interest rate swap agreements. At March 31, 2023 there was $7 million of restricted cash classified as "Prepaid2024 and other current assets" and $104 million classified as "Restricted cash and cash equivalents" in the Condensed Consolidated Balance Sheets. At December 31, 2022 there2023 this balance was $7$84 million and $59 million, respectively. Fair value of restricted cash classified as "Prepaidlong-term debt including debt due within one year 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 other current assets"terms and $103 million classified as "Restricted cash and cash equivalents" in the Condensed Consolidated Balance Sheet. See Note 6 for more information on restricted cash.represents a Level 2 fair value measurement.
2.3.Classified as "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheets.
3.4.Classified as "Prepaid and other current assets" and "Accrued and other current liabilities" in the interim 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 interim Condensed 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 AmountsMarch 31, 2024December 31, 2023
In millionsIn millionsIn millions
Derivatives designated as hedging instruments:Derivatives designated as hedging instruments:
Net investment hedge Net investment hedge$1,000 $1,000 
Net investment hedge
Net investment hedge
Interest rate swap agreements Interest rate swap agreements$1,000 $1,000 
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
Foreign currency contracts 1
1.Presented net of contracts bought and sold.

28
32


Table of Contents
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 loss of $19$21 million and $29a loss of $19 million for the three months ended March 31, 20232024 and 2022,2023, respectively. The income statement effects of other derivatives were immaterial.


2933


Table of Contents
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, 2023Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1
$1,603 
Marketable securities 2
1,319 
Derivatives relating to: 3
Net investment hedge145 
Foreign currency contracts 4
30 
Total assets at fair value$3,097 
Liabilities at fair value:
Long-term debt including debt due within one year 5
$8,165 
Derivatives relating to: 3
Interest rate swap agreements40 
Foreign currency contracts 4
28 
Total liabilities at fair value$8,233 
Basis of Fair Value Measurements on a Recurring Basis of Significant Other Observable Inputs (Level 2)March 31, 2024December 31, 2023
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1
$283 $364 
Derivatives relating to: 2
Net investment hedge111 96 
Foreign currency contracts 3
11 37 
Total assets at fair value$405 $497 
Liabilities at fair value:
Derivatives relating to: 2
Interest rate swap agreements84 59 
Foreign currency contracts 3
14 34 
Total liabilities at fair value$98 $93 
1. Treasury bills, timeTime deposits and money market funds included in "Cash and cash equivalents" and money market funds included in "Prepaid and other current assets" in the interim Condensed Consolidated Balance Sheets andare held at amortized cost, which approximates fair value. Restricted cash and cash equivalents" at March 31, 2024 and December 31, 2023 in the interim Condensed Consolidated Balance Sheets includes $408 million and $405 million, respectively, deposited within a qualified settlement fund consisting of treasury bills representing Level 1 fair value measurement investments, also held at amortized cost. "Restricted cash and cash equivalents" at December 31, 2023 in the interim Condensed Consolidated Balance Sheets also includes $50 million of money market funds, representing Level 1 fair value measurement investments, also held at amortized cost.
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 interim 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 interim Condensed Consolidated Balance Sheets. The offsetting counterparty and cash collateral netting amounts for foreign currency contracts were $18$5 million and zero respectively, for both assets and liabilities as of March 31, 2023.
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.

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 and other current assets" 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 18 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.2024. The offsetting counterparty and cash collateral netting amounts were $17$11 million and zero, respectively, 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.

30


Table of Contents
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.2023.


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 "FutureFuture Reimbursable Indirect Costs",Costs, and adjusted for significant items. Reconciliations of these measures are provided on the following pages.

Segment InformationElectronics. & IndustrialWater & Protection
Corporate & Other 1
Total
In millions
Three months ended March 31, 2023
Net sales$1,296 $1,449 $273 $3,018 
Operating EBITDA 2
$362 $344 $$714 
Equity in earnings of nonconsolidated affiliates$$10 $— $15 
Three months ended March 31, 2022
Net sales$1,536 $1,429 $309 $3,274 
Operating EBITDA 2
$476 $341 $$818 
Equity in earnings of nonconsolidated affiliates$10 $14 $$26 
1.Historical Delrin® costs that were classified as discontinued operation in prior years included only direct operating expenses incurred by Delrin® prior to the November 1, 2023 divestiture. Indirect costs, such as those related to corporate and shared service functions previously allocated to the Delrin® Business, did not meet the criteria for discontinued operations and were reported within continuing operations in the respective prior years. A portion of these historical indirect costs included costs related to activities the Company is undertaking on behalf of Delrin®, and for which it is 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 reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other includes activitiesand are included within Operating EBITDA.

34


Table of the Retained Businesses and Biomaterials prior to its May 2022 divestiture.Contents
Segment InformationElectronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Three months ended March 31, 2024
Net sales$1,365 $1,291 $275 $2,931 
Operating EBITDA 1
$374 $295 $13 $682 
Equity in earnings (losses) of nonconsolidated affiliates$10 $$(7)$12 
Three months ended March 31, 2023
Net sales$1,296 $1,449 $273 $3,018 
Operating EBITDA 1
$362 $344 $$714 
Equity in earnings of nonconsolidated affiliates$$10 $— $15 
2.1.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,
Reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended March 31, 2024 and 2023Reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended March 31, 2024 and 2023Three Months Ended March 31,
In millionsIn millions20232022In millions20242023
Income from continuing operations, net of taxIncome from continuing operations, net of tax$273 $232 
++Provision for income taxes on continuing operations83 47 
Income from continuing operations before income taxesIncome 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 EBITDAOperating EBITDA$714 $818 
1.Included in "Sundry income (expense) - net."

31


Table of Contents
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
Significant Items by Segment for the Three Months Ended March 31, 2024Significant Items by Segment for the Three Months Ended March 31, 2024Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millionsIn millionsElectronics & IndustrialWater & ProtectionCorporate & OtherTotalIn millions
Restructuring and asset related charges - net 1
Gain on divestiture 2
— (1)
Inventory write-offs 2
Acquisition, integration and separation costs 3
Income Tax Items 4
TotalTotal$(2)$— $(6)$(8)
1. Includes restructuring actions and asset related charges. See Note 56 for additional information.
2. Reflects raw material inventory write-offs recorded in “Cost of Sales” in connection with restructuring actions related to plant line closures within the Water & Protection segment.
3. Acquisition, integration and separation costs related to the Spectrum Acquisition.
4. Reflects the impact of an international tax audit.

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)
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Reflected in "Sundry income (expense) - net."

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)
1. Acquisition, integration and separation costs related to strategic initiatives including the acquisition of Laird PM and the Intended Rogers Acquisition.
2. Includes restructuring actions and asset related charges. See Note 5 for additional information.
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".

NOTE 21 - SUBSEQUENT EVENTS
Proposed Spectrum Acquisition
On May 2, 2023, the Company announced that it had entered into a definitive agreement 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”). The Proposed Spectrum Acquisition is expected to close by the end of the third 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.


3235


Table of Contents
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, 2023,2024, the Company has $6.6$4.0 billion of working capital and approximately $4.8$1.9 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, (the "Transaction Date") DuPont completed the previously announced divestiture of the majority of its historicalthe historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”), to Celanese Corporation (“Celanese”). The divestiture was pursuant to the Transaction Agreement (the "Transaction Agreement") with Celanese entered on February 17, 2022 and announced onOn February 18, 2022. The2022, the Company also announced on February 18, 2022, that its Board of Directors approved of the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture"). On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”), subject to entry into. DuPont acquired a definitive agreement and satisfaction of customary closing conditions, (the19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”). The Delrin® Divestiture and together with the M&M Divestiture collectively(collectively the "M&M Divestitures”Divestitures" and the businesses in scope offor 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 represent a strategic shift that has a major effectimpact on the Company’sDuPont's operations and results.

The financial position of DuPont as of March 31, 2023 and December 31, 2022, present the businesses to be divested as part of the Delrin® Divestiture, as discontinued operations. Theinterim results of operations and the interim Consolidated Statements of Cash Flows for the three months ended March 31, 2023 present the financial results of the Delrin® Divestiture, as discontinued operations. The results of operations for the three months ended March 31, 2022, present the financial results of the M&M Businesses as discontinued operations. The cash flows and comprehensive income of the M&M BusinessesDelrin® Divestiture 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.Delrin® Divestiture. See Note 34 to the interim Consolidated Financial Statements for additional information.


3336


Table of Contents
Recent Developments
Macroeconomic Conditions
InThe Company anticipates volume improvement throughout the first quarter 2023, DuPont continuedremainder of the year driven by further electronics market recovery as semiconductor and printed circuit board utilization rates are expected to experience theincrease, as well as reduced destocking impact of adverse macroeconomic factors including an inflationary environmentin areas such as water, medical packaging and demand declines in consumer facing markets, including China.biopharma. The ultimate extent to which these macroeconomic factorsmarkets will continue to impact DuPont's resultsrecover in 2024 is not known.

Share Buyback Program
In the first quarter of 2024, the Company completed the $2 billion accelerated share repurchase ("ASR") transaction, which completed the Company’s $5B Share Buyback Program.

Also in the first quarter of 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (the "$1B Share Buyback Program”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws. The $1B Share Buyback Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors. DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common stock (the "Q1 2024 ASR Transaction").

Subsequent to quarter end, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1 million additional shares of DuPont common stock, which were retired immediately and will be recorded as a reduction of retained earnings in the second quarter of 2024. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction.

See Liquidity and Capital Resource below and Note 16 to the interim Consolidated Financial Statements for additional information.

Dividends
On April 17, 2024, the Board of Directors declared a second quarter 2024 dividend of $0.38 per share, payable on June 17, 2024, to shareholders of record on May 31, 2024.

On February 6, 2023,5, 2024, the Company announced that its Board of Directors declared a first quarter 20232024 dividend of $0.36$0.38 per share which was paid on March 15, 2023,2024, 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 May 31, 2023.29, 2024.


37


Table of Contents
RESULTS OF OPERATIONS
Summary of Sales ResultsSummary of Sales ResultsThree Months Ended March 31,
Summary of Sales Results
Summary of Sales Results
In millions
In millions
In millionsIn millions20232022
Net salesNet sales$3,018 $3,274 
Net sales
Net sales

The following table summarizes sales variances by segment and geographic region from the prior year:
Sales Variances by Segment and Geographic Region
Sales Variances by Segment and Geographic Region
Sales Variances by Segment and Geographic Region
Percentage change from prior yearPercentage change from prior yearThree Months Ended March 31, 2023
Local Price & Product MixCurrencyVolumePortfolio & OtherTotal
Percentage change from prior year
Local Price & Product Mix
Local Price & Product Mix
Electronics & Industrial
Electronics & Industrial
Electronics & IndustrialElectronics & Industrial%(2)%(15)%(1)%(16)%
Water & ProtectionWater & Protection(3)(2)— 
Water & Protection
Water & Protection
Corporate & Other 1
Corporate & Other 1
Corporate & Other 1
Corporate & Other 1
(3)— (14)(12)
TotalTotal%(3)%(7)%(2)%(8)%
Total
Total
U.S. & Canada
U.S. & Canada
U.S. & CanadaU.S. & Canada%— %(5)%(3)%(2)%
EMEA 2
EMEA 2
(4)— — 
EMEA 2
EMEA 2
Asia Pacific
Asia Pacific
Asia PacificAsia Pacific(4)(13)(2)(16)
Latin AmericaLatin America— 14 — 17 
Latin America
Latin America
TotalTotal%(3)%(7)%(2)%(8)%
Total
Total
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, 20232024 of $3.0$2.9 billion, down 83 percent from $3.3$3.0 billion for the three months ended March 31, 2022,2023, due to a 75 percent decrease in volume, a 31 percent decrease in local price and product mix, and a 1 percent unfavorable currency impact, and a 2 percent decrease in portfolio actions, partially offset by a 4 percent increase in local price and product mix. Volumeportfolio actions. The volume decrease was primarily driven by Electronics & IndustrialWater and Protection (down 1510 percent). Currency was down 3 percent1% compared with the same period last year, driven by EMEA (down 4 percent) and Asia Pacific (down 4 percent). Portfolio and other changes decreased by 2 percent driven by declines within Corporate & Other (down 14 percent) primarily due to the sale of Biomaterials in May 2022. Local price and product mix increase was driven by Water & Protection (up 6 percent) Corporate & Other (up 5 percent) and Electronics & Industrialslightly offset by EMEA (up 21 percent). Local price and product mix increased across all regions.declined slightly in Asia Pacific (down 2 percent) and EMEA (down 1 percent) but was slightly offset by Latin America (up 2 percent). The increase in portfolio actions was attributable to the acquisition of Spectrum in August 2023.

Cost of Sales
Cost of sales was $1.9 billion for the three months ended March 31, 2024, down slightly from $2.0 billion for the three months ended March 31, 2023 down slightly from $2.1 billion for the three months ended March 31, 2022.. Cost of sales decreased for the three months ended March 31, 20232024 primarily due to decreased sales volume, lower raw materials, logistics and energy costs and a favorable currency impacts, primarily within the Asia Pacific and EMEA regions,impact partially offset by higherwith the impact from the Spectrum Acquisition and $25 million of raw material costs globally.inventory write-offs in connection with the 2023-2024 Restructuring Program.

Cost of sales as a percentage of net sales for the three months ended March 31, 20232024 was 6665 percent compared with 6466 percent for the three months ended March 31, 2022.2023. The decrease as a percentage of sales for the three months ended March 31, 2024 as compared with the same period of the prior year was primarily due to lower raw material, logistics and energy costs offset by sales volume and the impact of the Spectrum Acquisition.

34


Table of Contents
Research and Development Expenses ("R&D")
R&D expenses totaled $125 million in the first quarter of 2024, down from $127 million in the first quarter of 2023, down from $143 million in the first quarter of 2022.2023. R&D as a percentage of net sales was consistent period over period at 4 percent for the three months ended March 31, 20232024 and 2022.2023.

Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $384 million in the first quarter of 2024, up from $340 million in the first quarter of 2023, down from $389 million in the first quarter of 2022.2023. SG&A as a percentage of net sales was fairlyrelatively consistent period over period at 1113 percent and 1211 percent for the three months ended March 31, 20232024 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 2022.2023. The decreaseincrease for the three months ended March 31, 20232024 as compared with the same period of the prior year was primarily due to currency fluctuations.higher expenses driven by the impact from the Spectrum Acquisition and personnel related expenses.

38


Table of Contents
Amortization of Intangibles
Amortization of intangibles was $149 million in the first quarter of 2024, up from $147 million in the first quarter of 2023. The increase for the three months ended March 31, 2024 as compared with the same period of the prior year was primarily due to the amortization of the intangible assets acquired in the Spectrum Acquisition in the third quarter of 2023, partially offset by the absence of amortization in 2024 from fully amortized assets.

Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $14$39 million in the first quarter of 2023, down2024, up from $101$14 million charges in the first quarter of 2022.2023. The activity in the first quarter of 2024 is primarily related to the 2023-2024 Restructuring Program, while the activity in the first quarter of 2023 is primarily related to the 2022 Restructuring Program. The charges in the first quarter of 2022 include a $94 million impairment charge of 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.

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 $3 million for the three months ended March 31, 2024 and recorded no costscost related to continuing operations for the three months ended March 31, 2023 and recorded costs of $8 million for the three months ended March 31, 2022.For the three months ended March 31, 2022,2024, these costs were primarily associated with the execution of activities related to strategic initiatives including the acquisition of Laird PM and the now terminated previously announced agreement to acquire the outstanding shares of Rogers Corporation ("Terminated Intended Rogers Acquisition").Spectrum Acquisition.

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 $12 million in the first quarter of 2024, down from $15 million in the first quarter of 2023, down from $26 million in the first quarter of 2022.2023. The decrease for the three months ended March 31, 2023 compared to 2022 is primarily due to lowerloss from equity earnings from Derby, partially offset by higher equity earnings across the portfolio.other affiliates.

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 first quarter of 20232024 was income of $29$38 million compared with income of $3$29 million in the first quarter of 2022. The first quarter of 2023 primarily related to a benefits related to the finalization of a gain on sale of a business of $6 million, interest2023. Interest income of $46 million, partially offset by foreign currency exchange losses ofwas $20 million. The first quarter of 2022 included income related to non-operating pension and other post-employment benefit credits of $7 million, partially offset by foreign currency exchange losses of $5 million.

Interest Expense
Interest expense was $95 million and $120$46 million for the three months ended March 31, 20232024 and 2022,2023, respectively. The decrease in interest income period over period is due to the decreased cash balance in 2024. The three months ended March 31, 2024 included a $4 million net foreign exchange gain while the three months ended March 31, 2023 included a $20 million net foreign exchange loss.

Interest Expense
Interest expense was $96 million and $95 million for the three months ended March 31, 2024 and 2023, respectively. The increase in interest expense from the prior year is primarily dueto the redemptionreduction in capitalized interest related to a reduction in capital expenditures, partially offset by the absence of $2.5 billion fixed-rateinterest expense on the $300 million floating-rate long-term senior unsecured notes due 2023that matured in November 2022.2023.

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 first quarter of 20232024 was 23.331.5 percent, compared with an effective tax rate of 16.823.3 percent for the first quarter of 2022.2023. The lowerhigher effective tax rate for the first quarter of 2022 principally2024 was driven by the resultedgeographic mix of a $94 million impairment charge onearnings offset by the U.S. taxation of foreign operations as well as certain one-time discrete tax expenses, including an equity method investmentinternational statutory tax assessment received for which resulted in a tax benefit of $29 million.the Company is indemnified.


3539


Table of Contents
SEGMENT RESULTS
Effective February 2022, theThe revenues and certain expenses of the M&M BusinessesDelrin® Divestiture are classified as discontinued operations infor the current and historical periods.three months ended March 31, 2023. In addition, the Auto Adhesives & Fluids, MultibaseTMMultibaseTM and Tedlar®Tedlar® product lines within the historical Mobility & Materials segment (the "Retained Businesses") arewere not included in the scope of the M&M Divestitures. Effective with the signing of the Transaction Agreement, the Retained Businesses were realigned toDivestitures and are included in Corporate & Other. The reporting changes have been retrospectively reflected for all periods presented.

TheHistorical Delrin® costs of the M&M Businesses that arewere classified as discontinued operations includeoperation in prior years included only direct operating expenses incurred by Delrin® 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.2023 divestiture. Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, doDelrin® Business, did not meet the criteria for discontinued operations and remainwere reported within continuing operations.operations in the respective prior years. A portion of these historical indirect costs included costs related to activities the Company continues to undertake post-closingis undertaking on behalf of the M&M Divestiture,Delrin®, and for which it is and will be reimbursed (“Future Reimbursable Indirect Costs”). In addition, a portion of these indirect costs relate to activities the Company intends to perform post the close of the Delrin® Divestiture and for which it will be reimbursed. Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.

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 / OPEBother post-employment benefits (“OPEB”) / 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 20 to the interim Consolidated Financial Statements.


3640


Table of Contents
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, 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, specialty lubricants and specialty lubricants.critical polymer-based components and devices for medical and other industrial markets.
Electronics & IndustrialElectronics & IndustrialThree Months Ended
Electronics & Industrial
Electronics & Industrial
In millions
In millions
In millionsIn millionsMarch 31, 2023March 31, 2022
Net salesNet sales$1,296 $1,536 
Net sales
Net sales
Operating EBITDAOperating EBITDA$362 $476 
Equity earnings$$10 
Operating EBITDA
Operating EBITDA
Equity in earnings of nonconsolidated affiliates
Equity in earnings of nonconsolidated affiliates
Equity in earnings of nonconsolidated affiliates
Electronics & IndustrialThree Months Ended
Percentage change from prior yearMarch 31, 20232024
Change in Net Sales from Prior Period due to:
Local price & product mix(1)%
Currency(2)(1)
Volume(15)(1)
Portfolio & other(1)
Total(16)%

Electronics & Industrial net sales were $1,365 million for the three months ended March 31, 2024, up 5 percent from $1,296 million for the three months ended March 31, 2023. Net salesincreased due to a 8 percent increase in portfolio actions, partially offset by 1 percent decreases in local price and product mix, sales volume and unfavorable currency impacts. The portfolio impact reflects the August 2023 down 16 percent from $1,536acquisition of Spectrum. Volume declines in Industrial Solutions were related to ongoing channel inventory destocking primarily for Kalrez® parts and within biopharma markets. Within Semiconductor Technologies, volume gains were driven by the start of semiconductor demand recovery and the normalization of customer inventory levels along with increased demand for OLED materials. Volume gains in Interconnect Solutions were driven by increased demand and inventory channel stabilization within Laminates and Metallization & Imaging. These volume gains were mostly offset by local price and product mix declines in Interconnect Solutions, including the impact of lower pass-through metals. The unfavorable currency impact is primarily driven by the Japanese yen and Chinese yuan.

Operating EBITDA was $374 million for the three months ended March 31, 2022. Net sales decreased due to a 152024, up 3 percent volume decline, 2 percent unfavorable currency impact, and a 1 percent decrease in portfolio, partially offset by a 2 percent increase in local price. Volume declines in Interconnect Solutions related to decreased consumer spending on consumer electronics, channel inventory destocking and slower recovery in China. Volume declines in Semiconductor Technologies were driven by reduced semiconductor fab utilization rates and channel inventory destocking. Within Industrial Solutions, volume gains in aerospace and healthcare industrial-end markets were partially offset by lower demand in printing and packaging end-markets, as well as weakness in display and LED applications.

Operating EBITDA wascompared with $362 million for the three months ended March 31, 2023, down 24 percent compared with $476 million for the three months ended March 31, 2022, primarily due to volume declines.the earnings contribution from the Spectrum acquisition and strength in Semiconductor Technologies and Interconnect Solutions partially offset by lower volumes within Industrial Solutions.


3741


Table of Contents
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 & ProtectionThree Months Ended
In millionsMarch 31, 2023March 31, 2022
Net sales$1,449 $1,429 
Operating EBITDA$344 $341 
Equity earnings$10 $14 

Water & ProtectionThree Months Ended
In millionsMarch 31, 2024March 31, 2023
Net sales$1,291 $1,449 
Operating EBITDA$295 $344 
Equity in earnings of nonconsolidated affiliates$$10 
Water & ProtectionThree Months Ended
Percentage change from prior yearMarch 31, 20232024
Change in Net Sales from Prior Period due to:
Local price & product mix6 %
Currency(3)(1)
Volume(2)(10)
Portfolio & other— 
Total(11)%

Water & Protection net sales were $1,291 million for the three months ended March 31, 2024, down 11 percent from $1,449 million for the three months ended March 31, 2023, up2023. The net sales decreased due to a 10 percent decline in volume and a 1 percent from $1,429unfavorable currency impact. Volume declines within Safety Solutions were mainly due to channel inventory destocking, primarily in medical packaging products within healthcare markets. Water Solutions volume declines were primarily due to distributor inventory destocking and weaker industrial demand in China. Shelter Solutions was relatively flat. The unfavorable currency impact is primarily driven by the Chinese yuan and Japanese yen partially offset by the European euro.

Operating EBITDA was $295 million for the three months ended March 31, 2022. Net sales increased due to a 62024, down 14 percent increase in local price, partially offset by a 3 percent unfavorable currency impact, and a 2 percent decline in volume. Portfolio remained flat.Local price & 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 wascompared with $344 million for the three months ended March 31, 2023, up 1 percent compared with $341 million for the three months ended March 31, 2022 driven by pricing gains which were mostlydecreased sales volumes partially offset by higher raw material and energy costs, lower volumes and unfavorable currency impacts.product costs.


CORPORATE AND OTHER
Corporate & Other includes sales and activity of the Retained Businesses including the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, (the "Retained Businesses"). The results oflines. Related to the Delrin® Divestiture, Corporate & Other for the three months ended March 31, 2022 also includes the salesDuPont's equity interest in Derby Holdings Group, Stranded Costs and activity of the Biomaterials business through its divestiture in May 2022.Future Reimbursable Indirect Costs. 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 Ended
In millionsMarch 31, 2024March 31, 2023
Net sales$275 $273 
Operating EBITDA$13 $
Equity in earnings (losses) of nonconsolidated affiliates$(7)$— 


3842


Table of Contents
CHANGES IN FINANCIAL CONDITION
Liquidity & Capital Resources
Information related to the Company's liquidity and capital resources can be found in the Company's 20222023 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 three months ended March 31, 2023.2024.

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 millionsMarch 31, 2024December 31, 2023
Cash, cash equivalents and marketable securities$4,844 $4,964 
Cash, cash equivalents
Total debtTotal debt$8,107 $8,074 

The Company's cash, cash equivalents and marketable securities at March 31, 20232024 and December 31, 20222023 were $4.8$1.9 billion and $5.0$2.4 billion, respectively, of which approximately $1.1 billion at March 31, 20232024 and $1.2$1.3 billion at December 31, 20222023 were held by subsidiaries in foreign countries, including United States territories. The decreasechange in the balance 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.

Total debt at March 31, 20232024 and December 31, 20222023 was approximately $8.1 billion. $7,776 million and $7,800 million, respectively.The slight increasedecrease, as shown in the table above, was primarily due to the changes in the fair value of interest rate swaps designated as fair value hedges.

As of March 31, 2023,2024, the Company is contractually obligated to make future cash payments of $8.2$7.9 billion and $5.3$4.9 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, $300no payments will be due in the next twelve months. Related to interest, $394 million will be due in the next twelve months, and the remainder will be due subsequent to March 31, 2024. Related to2025. The majority of interest $408 millionobligations will be due in the next twelve months, and the remainder will be due subsequent to March 31, 2024.2029 or later.

Revolving Credit Facilities
In AprilOn May 10, 2023, the Company'sCompany entered into a $1 billion 364-day revolving credit facility expired.(the "364-Day Revolving Credit Facility"), which terminates on May 8, 2024. The 364-Day Revolving Credit Facility will be used for general corporate purposes. There were no drawdowns of the facility during the three month period ended March 31, 2024. The Company is in the process of standing a new $1 billion 364-day revolving credit facility with an expected effective date in May 2023.2024.

Commercial PaperWater District Settlement Agreement
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, 2023, the Company had no commercial paper outstanding.

Proposed Spectrum Acquisition
On May 2, 2023,utilized the Company announced that it had entered into a definitive agreementMOU escrow account balance of approximately $100 million and cash on hand to acquireSpectrum Plastics Group (“Spectrum”) from AEA Investors for $1.75 billion, $1.72 billion net purchase price after certain tax attributes (the “Proposed Spectrum Acquisition”).make its $400 million contribution to the Water District Settlement Fund. The Proposed Spectrum Acquisition$400 million contribution, plus interest, to the Water District Settlement Fund is expected to close byreflected as "Restricted cash and cash equivalents" on the end of the third quarter of 2023, subject to regulatory approvals and other customary closing conditions, andinterim Condensed Consolidated Balance sheets. The $400 million contribution, plus interest, will be part ofreflected as a cash outflow within cash flows from discontinued operations during the Electronic & Industrials segment. The Company intendssecond quarter 2024 as the judgment became final in April 2024. See Note 14 to paythe interim Consolidated Financial Statement for the acquisition from existing cash balances.additional information.

3943


Table of Contents
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, 2023,26, 2024, 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, 2023,2024, the Company was in compliance with this financial covenant.

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 SummaryThree Months Ended
In millionsIn millionsMarch 31, 2023March 31, 2022In millionsMarch 31, 2024March 31, 2023
Cash provided by (used for):
Cash provided by (used for) from continuing operations:
Operating activities
Operating activities
Operating activitiesOperating activities$343 $209 
Investing activitiesInvesting activities$(259)$(229)
Financing activitiesFinancing activities$(213)$(258)
Cash used in discontinued operations
Effect of exchange rate changes on cash, cash equivalents and restricted cashEffect of exchange rate changes on cash, cash equivalents and restricted cash$(7)$(25)

Cash Flows from Operating Activities - Continuing Operations
In the first three months of 2023,2024, cash provided by operating activities of continuing operations was $343$493 million, compared with $209$405 million in the same period last year.The increase in cash provided by operating activities of continuing operations is primarily due to the release of cash from accounts and notes receivable, inventory and other assets and liabilities partially offset by lowerimprovements in net income and cash used by accounts payable.working capital.

The table below reflects net working capital on a continuing operations basis:
Net Working Capital 1
March 31, 2023December 31, 2022
In millions (except ratio)
Current assets$9,882 $9,979 
Current liabilities3,270 3,587 
Net working capital$6,612 $6,392 
Current ratio3.02:12.78:1
1.Net working capital has been presented to exclude the assets and liabilities related to the Delrin Divestiture. The assets and liabilities related to the Delrin Divestiture are presented as assets of discontinued operations and liabilities of discontinued operations, respectively.
Net Working CapitalMarch 31, 2024December 31, 2023
In millions (except ratio)
Current assets$7,067 $7,514 
Current liabilities3,032 3,098 
Net working capital$4,035 $4,416 
Current ratio2.33:12.43:1

Cash Flows from Investing Activities - Continuing Operations
In the first three months of 2023, cash used for investing activities was $259 million, compared with2024, cash used for investing activities of $229continuing operations was $202 million, compared with $250 million in the first three months of 2022. 2023.The increasedecrease in cash used for investing activities of continuing operations is primarily attributable to an increasethe reduction in cash used in thecapital expenditures and purchases of investments and the absence of cash proceeds from the sale of businesses.investments.

Cash Flows from Financing Activities - Continuing Operations
In the first three months of 2023, cash used for financing activities was $213 million compared with2024, cash used for financing activities of $258continuing operations was $691 million compared with $213 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 purchases common stock partially offset by the decrease in cash provided by short-term borrowings and proceeds from issuance of Company stock.Q1 2024 ASR Transaction.
4044


Table of Contents
Cash Flows from Discontinued Operations
In the first three months of 2024, cash used from discontinued operations was $31 million compared with $71 million in the same period last year. The cash used from discontinued operations primarily includes MOU activity and transaction costs, refer to Note 4 to the interim Consolidated Financial Statements for additional information. For the three months ended March 31, 2023, the interim Consolidated Statements of Cash Flows present the cash flows of Delrin® and transaction cost from the M&M Divestiture as discontinued operations.

Dividends
On February 6, 2023,5, 2024, the Board of Directors declared a first quarter 20232024 dividend of $0.36$0.38 per share, paid on March 15, 2023,2024, to shareholders of record on February 28, 2023.29, 2024.

On April 19, 2023,17, 2024, the Company announced that its Board of Directors declared a second quarter 2024 dividend of $0.36$0.38 per share, payable on June 15, 2023,17, 2024, to shareholders of record on May 31, 2023.2024.

Share Buyback Programs
In November 2022, DuPont’s Boardthe third quarter of Directors approved a2023, DuPont entered into new accelerated share repurchase program authorizing theagreements with three financial counterparties to repurchase and retirementan aggregate of up to $5$2 billion of common stock (the “$5B Share Buyback Program"("$2B ASR Transaction"). 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. DuPont paid an aggregate of $3.25$2 billion to the counterparties and received initial deliveries of 38.821.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $2.6$1.6 billion. In the first quarter of 2024, the $2B ASR Transaction was completed. The remaining $650settlement resulted in the delivery of 6.7 million was evaluated as an unsettled forward contract indexed toadditional shares of DuPont common stock, classified within stockholders’ equity.which were retired immediately and were recorded as a reduction of retained earnings in the first quarter of 2024. In total, the Company repurchased 27.9 million shares at an average price of $71.67 per share under the $2B ASR Transaction. The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the termcompletion of the $2B ASR transaction, less an agreed upon discount. The ASR transaction is being funded with cash on hand and is expected to be completed in the third quarter 2023.

For the three months ended March 31, 2023, there were no purchases of the Company's common stock. At March 31, 2023, $2 billion is the approximate dollar value of shares that remain authorized for repurchases underTransaction effectively completes the $5B Share Buyback Program and the Company's stock repurchase authorization. Any additional repurchases under

In the $5Bfirst quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B Share Buyback program willProgram”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws.

In the market,first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of $500 million of common stock ("Q1 24 ASR Transaction"). DuPont paid an aggregate of $500 million to the counterparty and received initial deliveries of 6.0 million shares of DuPont common stock, which may includewere retired immediately and recorded as a reduction of retained earnings of $400 million. The remaining $100 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders' equity as of March 31, 2024.

Subsequent to quarter end, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1 million additional acceleratedshares of DuPont common stock, which were retired immediately and will be recorded as a reduction of retained earnings in the second quarter of 2024. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share repurchase agreements. The timing and number of shares to be repurchased will depend on factors such asunder the share price, economic and market conditions, and corporate and regulatory requirements.Q1 2024 ASR Transaction.

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

Pension and Other Post-Employment Plans
DuPont expects to make additional contributions in the aggregate of approximately $55$44 million by year-end 20232024 to pension and other post-employment benefit plans, including plans held in discontinued operations.plans. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

Restructuring
In October 2022,December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions anddue to macroeconomic factors as well as to further simplify certain organizational structures following the M&M DivestituresSpectrum Acquisition and Delrin® Divestiture (the "2022"2023-2024 Restructuring Program"). As a result, in the fourth quarter 2022, the Company recorded pre-tax restructuring charges of $71$146 million inception to date, comprised of $68 millioninception-to-date, consisting of severance and related benefit costs and $3of $103 million ofand asset related charges.charges of $43 million. At March 31, 2023,2024, total liabilities related to the 20222023-2024 Restructuring Program were $53$83 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the interim Consolidated Balance Sheet.
Sheets. Raw material inventory write-offs for plant line closures within the Water & Protection segment in connection with the 2023-2024 Restructuring Program were $25 million in "Cost of Sales"
within the interim Consolidated Statements of Operations.
The Company expects the program to be substantially complete by the end of 2024. See Note 56 and 21 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.


4145


Table of Contents
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 20222023 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, 2023,2024, 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.


4246


Table of Contents
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 historical 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.”


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, 2022.2023.


47



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, AND USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Issuer Purchases of Equity Securities
ForIn November 2022, DuPont’s Board of Directors approved a share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock (the “$5B Share Buyback Program"). In the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B Share Buyback Program”).

The following table provides information regarding purchases of the Company’s common stock by the Company during the three months ended March 31, 2024:
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
$5B Share Buyback Program
January 1
6,681,016 $71.76 6,681,016 $— 
February— — — — 
March— $— — — 
First Quarter 20246,681,016 $71.76 6,681,016 $— 
$1B Share Buyback Program
January— $— — $— 
February 2
5,961,252 67.10 5,961,252 500 
March— $— — 500 
First Quarter 20245,961,252 $67.10 5,961,252 $500 
1. In September 2023, there were no purchasesDuPont entered into accelerated share repurchase agreements (the "$2B ASR Transaction") with each of the Company’s common stock. At March 31, 2023,three financial institutions to repurchase an aggregate of $2 billion is the approximate dollar value of shares that remain authorized for repurchasecommon stock, under the $5B Share Buyback ProgramProgram. On September 8, 2023, DuPont received initial deliveries of 21.2 million shares of common stock in the aggregate. On January 19, 22 and 23, 2024, the final 6.7 million shares were received and retired for a total of 27.9 million shares based on the volume-weighted average stock price for DuPont common stock during the terms of the $2B ASR Transaction, less an agreed upon discount. See Note 16 to the interim Consolidated Financial Statements for additional information.
2. In February 2024, DuPont entered into accelerated share repurchase authorization.agreements (the "Q1 24 ASR Transaction") with a financial institution to repurchase an aggregate of $500 million of common stock, under the $1B Share Buyback Program. On February 9, 2024, DuPont received initial deliveries of 6.0 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 March 31, 2024, 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.


4348


Table of Contents
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.
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.


4449


Table of Contents
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, 20231, 2024

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

4550