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美国
证券交易委员会
华盛顿特区20549

表格 10-Q

☑ 根据1934年证券交易法第13或15(d)条，进行季度报告。

截至2024年6月30日季度结束 2024年9月30日

或

☐ 根据1934年证券交易法第13条或第15(d)条规定的过渡报告。

委员会文件 编号： 001-38196

杜邦公司
（依凭章程所载的完整登记名称）
特拉华州81-1224539
成立或组织的州或其他司法管辖区（联邦税号）
974 Centre Road
建筑730
威明顿
特拉华州
19805
（总部地址）
（邮政编码）

(302) 295-5783
（注册人的电话号码，包括区号）

不适用
（前名称或地址，如自上次报告以来有更改）
根据法案第12(b)条规定注册的证券：
每种类别的名称交易标的（s）每个注册交易所的名称
每股普通股，面值为0.01美元DD纽约证券交易所

请勾选以下陈述，表明登记人（1）已提交根据 Securities Exchange Act of 1934 第13条或15(d)条款在过去12个月内（或对于登记人所要求提交此类报告的较短时期）要求提交的所有报告，并且（2）在过去90天内一直适用于此类报告要求。
                                                ☑ 是 ¨ 无

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截至2024年7月26日，注册人名下拥有2,177,417,976股普通股。 417,955,411 2024年11月1日，普通股每股面值$0.01，在市场上有股票。



目录
杜邦－诺曼公司。

第10-Q表格季报告
截至2024年9月30日季度结束。

目 录

页码
项目1。
项目2。
项目3。
项目4。
项目1。
项目1A。
项目2。
项目4。
项目5。
第6项。
3
目录
杜邦－诺曼公司。

杜邦Tm 以及所有产品（除非另有注明）均为杜邦德诺尔公司联属公司的商标、服务标记或注册商标。 TM, SM ® 或 ™ 标志（如未特别注明）均为杜邦德诺尔公司的联属公司的商标、服务标记或注册商标。

概览
于2024年5月22日，杜邦宣布计划将公司划分为三家独立、上市公司（"预期业务划分"）。根据计划，杜邦将以无需纳税的方式将其电子和水务业务进行拆分，送交予股东，使杜邦得以在完成拆分后继续作为多元化的工业公司。杜邦预计在宣布日期后的18至24个月内完成拆分。此拆分交易无需股东投票，需满足惯例条件，包括杜邦董事会最终批准、获取律师的税务意见、向美国证券交易委员会提交并生效Form 10申报书、获得适用的监管机构批准和融资的圆满完成等。请参阅2024年5月22日发布于www.dupont.com投资者专区的公告和简报材料，以获取更多资讯。

自2024年1月1日起，电子与工业板块重新调整其业务单位（工业解决方案、互连解决方案和半导体技术）的产品线，以优化业务操作，提高客户价值和节省成本。按板块和业务或主要产品线的净交易收入已经重新配置了所有期间的报告，以反映新的架构。调整不会对整个电子和工业板块的净销售额产生影响。

2023年11月1日，杜邦完成将Delrin®聚丙烯醛均聚物（H-POM）业务出售给TJC LP（“Delrin® Divestiture”）。截至2023年9月30日三个月和九个月的业务结果，呈现Delrin® Divestiture的财务结果作为停业业务。除非另有说明，否则关于结果的讨论，包括下文进一步讨论的财务指标，仅指杜邦的持续业务，并不包括Delrin® Divestiture的余额或活动讨论。


前瞻性声明
本文件包含依据联邦证券法规，包括1933年修订版的第27A条和1934年修订版的第21E条，而作出的“前瞻性陈述”。在此情况下，“前瞻性陈述”通常关注预期的未来业务和财务表现以及财务状况，并经常包含“预期”，“预计”，“打算”， “相信”，“寻求”，“看到”，“将”，“将”，“目标”，“展望”，“稳定”，“自信”，“初步”，“初始“和类似的表达和变化或这些词的否定形式。所有陈述，除了历史事实陈述外，都是前瞻性陈述，包括关于前景，期望和指导方针的陈述。前瞻性陈述涉及到各种程度的不确定性和风险，包括许多超出杜邦控制范围之外的风险，不确定性和假设，这可能导致实际结果与任何前瞻性陈述中所表达的结果有实质性的不同。

前瞻性陈述并非未来成果的保证。可能导致杜邦实际结果与任何此类前瞻性陈述所预测的有所不同的重要因素包括但不限于：(i) 杜邦能否实现上述分离交易并满足相关条件的能力；(ii) 分离交易可能不会在预期时间内或完全完成的可能性；(iii) 分离交易可能不会实现其预期的效益；(iv) 分离交易对杜邦业务的影响以及分离可能比预期的更加困难、耗时或昂贵，包括对杜邦的资源、系统、程序和控制的影响，对管理层关注点的转移以及影响和可能破坏与客户、供应商、员工和其他商业相关方的现有关系；(v) 分离交易可能引发的干扰，包括争端、诉讼或意外费用；(vi) 分离交易完成后杜邦或被分离公司预期财务绩效的不确定性；(vii) 分离交易公告或悬而未决的负面影响对杜邦证券市场价格和/或财务绩效的影响；(viii) 分离交易中实现预期资本结构的能力，包括未来信贷可用性以及可能影响该可用性的因素；(ix) 分离交易实现预期信贷评级的能力；(x) 分离交易和完成以及未来（如果有）的剥离、合并、收购和其他组合变更涉及的税务待遇的实现能力以及相关税务和其他法律变化的影响；(xi) Corteva、Chemours、EIDP 和杜邦 2023 年 6 月与原告水务公司达成的关于 PFAS 责任的和解协议相关的风险和不确定性；(xii) 各方各自表现所涉及的风险和成本。
4
目录
根据杜邦、corteva和化工组织之间分享未来符合条件的PFAS成本的安排以及与PFAS或PFOA相关的任何待处理或未来诉讼的结果，包括个人伤害索赔和自然资源损害索赔；正在进行的整治义务和潜在未来的整治义务的范围和成本；适用于PFAS化学品的法律和法规的变化；(xiii)对某些旧责任的赔偿；(xiv)未能实现预期的益处，并有效管理和实现有关拆分交易以及已完成和将来（如果有的话）进行的剥离、合并、收购和其他投资项目管理、生产率和基础设施行动中预期的协同效应和运营效率；(xv)风险和不确定性，包括成本增加以及从流行病和应对措施等事件（其中包括从中国到美国管制产品和技术的出口）中获得原材料和满足客户需求的能力；(xvi)在面向消费者的市场，包括在中国，出现需求下降的时间和恢复；(xvii)全球经济、政治、监管、国际贸易、地缘政治、资本市场和其他外部条件出现不利变化；以及杜邦无法控制的其他因素，包括通货膨胀、衰退、军事冲突、自然灾害或天气相关事件对公司、客户和/或供应商运营的影响；(xviii)抵消成本上涨的能力，包括原材料、能源和物流的增加；(xix)与半导体行业和相关终端市场的需求和市场条件相关的风险，包括持续或扩大的贸易争端或限制，包括向中国出口美国管制产品和技术的限制；(xx)与杜邦可持续发展策略相关的风险，包括公司活动的实际开展及结果，以及讨论或期望的任何目标、计划、政策或计划的制定、实施、实现或继续；(xxi)杜邦业务和运营的其他风险，包括减值风险；(xxii)公司可能未能实现2024年2月6日宣布的10亿美元股票回购计划的预期益处，该计划可能会延期、中止或在2025年6月30日终止前未能完成；和(xxiii)杜邦最近一份年度报告和之后向美国证券交易委员会提交的现行和定期报告中讨论的其他风险因素。未列出的因素可能对实现前瞻性声明构成重大附加障碍。与前瞻性声明中预期的结果相比，结果出现重大差异的后果可能包括业务或供应链中断、运营问题、财务损失、对第三方的法律责任和类似风险，其中任何一种可能对杜邦的合并财务状况、经营业绩、信用评级或流动性产生重大不利影响。您不应过度依赖前瞻性声明，因为它们仅表明其发布日期。杜邦无需公开对任何前瞻性声明进行修订或更新，除非情况发生变化，除非证券和其他适用法律另有规定。


5
目录
第一部分 - 财务信息

项目1.基本报表
杜邦
截至2020年6月30日和2019年6月30日三个月和六个月的营业额

三个月之内结束
September 30,		截至九个月的结束日期
September 30,
11,420 2024202320242023
净销售额$3,192 $3,058 $9,294 $9,170 
销售成本1,998 1,954 5,912 5,967 
研发费用134 128 393 380 
销售，总务及管理费用387 360 1,189 1,058 
无形资产摊销149 155 449 448 
重组和资产相关费用 - 净额21 8 68 39 
收购、整合和分离成本43 9 51 15 
非合并关联公司的股权收益14 11 49 40 
利息费用和折旧及摊销费用199 55 150 112 
利息支出87 102 282 295 
未来营业收入净额$586 $408 $1,149 $1,120 
持续经营收入税准备106 117 310 287 
持续经营收入，税后$480 $291 $839 $833 
（亏损）中止经营的收入，净额(18)37 5 (357)
净收入$462 $328 $844 $476 
归属于非控股权益的净收入8 9 23 31 
可供杜邦普通股股东分配的净利润$454 $319 $821 $445 
每股普通股数据：
基本持续经营业务每股收益$1.13 $0.62 $1.95 $1.76 
终止经营的普通股每股(亏损)收益-基本(0.04)0.08 0.01 (0.78)
基本每股收益$1.09 $0.71 $1.96 $0.97 
基本稀释后持续经营业务每股收益$1.13 $0.62 $1.94 $1.75 
终止经营的普通股每股(亏损)收益-摊薄(0.04)0.08 0.01 (0.78)
每股盈利-摊薄$1.08 $0.70 $1.95 $0.97 
703.8 417.9 451.7 419.5 456.5 
184.4419.5 453.4 420.8 457.8 
详见合并财务报表附注。
6

杜邦
综合收益的合并报表
三个月之内结束
September 30,		截至九个月的结束日期
September 30,
单位：百万美元（未经审计）2024202320242023
净收入$462 $328 $844 $476 
其他综合收益（亏损），净额
累积翻译调整431 (268)59 (345)
养老金和其他离职福利计划(16)(3)(42)(13)
ETF可能面临的主要风险包括：与跟踪指数相关的风险、管理风险、市场风险、指数调整的风险、衍生工具风险、股票市场投资风险和新兴市场投资风险。(21)9 — (12)
其他综合收益（损失）总额$394 $(262)$17 $(370)
综合收益$856 $66 $861 $106 
归属于非控股权益的综合收益（净税影响）20 5 22 18 
归属于杜邦的综合收益$836 $61 $839 $88 
详见合并财务报表附注。
7

杜邦
汇编的综合资产负债表

以百万美元计，除股份数量外（未经审计）2024年9月30日2023年12月31日
资产
流动资产
现金及现金等价物
$1,645 $2,392 
限制性现金及现金等价物6 411 
Accounts and notes receivable - net
2,363 2,370 
存货
2,237 2,147 
预付和其他流动资产188 194 
总流动资产
$6,439 $7,514 
物业、厂房及设备 - 减去累计折旧（2024年9月30日 - $5,169; 2023年12月31日 - $4,841)
5,784 5,884 
其他资产
商誉
16,868 16,720 
其他无形资产
5,579 5,814 
限制性现金及现金等价物 - 非流动资产35 — 
投资和非流动应收款1,120 1,071 
递延所得税资产
287 312 
待摊费用和其他资产
1,349 1,237 
其他资产总计
$25,238 $25,154 
总资产$37,461 $38,552 
负债和股东权益
流动负债
应付账款
1,702 1,675 
应付所得税
138 154 
应计及其他流动负债
985 1,269 
流动负债合计
$2,825 $3,098 
长期债务7,170 7,800 
其他非流动负债
递延所得税负债
1,027 1,130 
养老金和其他雇后福利 - 非流动资产560 565 
其他非流动负债
1,222 1,234 
其他非流动负债总额
$2,809 $2,929 
总负债$12,804 $13,827 
承诺和或有负债
股东权益
普通股（授权 1,666,666,667$，总股数0.01 每股面值；2024年发行： 417,891,872 分享; 2023年: 430,110,140股）
4 4 
额外实收资本
48,059 48,059 
累积赤字(22,959)(22,874)
累计其他综合损失(892)(910)
杜邦股东权益总额
$24,212 $24,279 
非控制权益
445 446 
股东权益总计
$24,657 $24,725 
总负债和股权$37,461 $38,552 
详见合并财务报表附注。
8

杜邦
合并现金流量表
截至9月30日的九个月
单位：百万美元（未经审计）20242023
经营活动
净利润$844 $476 
来自终止经营业务的收入（损失）5 (357)
持续经营的净收入$839 $833 
调整净利润以计入经营活动现金流量:
折旧和摊销895 853 
递延所得税及其他税项的抵免(87)(40)
非合并子公司超过所收分红的收益(31)(13)
净定期养老福利成本7 23 
定期福利计划的贡献(50)(49)
出售资产、企业和投资的净收益(5)(8)
重组和资产相关费用 - 净额68 39 
债务中止损失74 — 
利率互换收益(152)— 
其他净亏损67 72 
资产和负债的变动，除收购和剥离公司的影响之外的净额：
应收账款和票据(173)100 
存货(69)57 
应付账款112 (191)
其他资产和负债，净额262 (131)
经营活动产生的现金流量- 继续经营业务$1,757 $1,545 
投资活动
资本支出(418)(474)
出售资产和业务的收入及调整，扣除转让的现金(7)16 
房地产和企业的购买，净现金增加(320)(1,761)
投资购买— (32)
出售和到期投资的收益— 1,334 
其他投资活动，净额20 (2)
投资活动使用的现金流量-持续经营业务$(725)$(919)
筹资活动
短期借款的变动— 175 
开多期债偿付款(687)— 
购买普通股和远期合约(500)(2,000)
公司股票发行的收入43 22 
员工支付的股票支付协议(26)(25)
对非控股权益的分配(24)(34)
分红派息给股东的款项(476)(495)
其他筹资活动的净金额(1)(2)
持续经营的融资活动产生的现金流量净额$(1,671)$(2,359)
已停用经营活动产生的现金流量
用于经营活动的现金 - 已终止经营 (469)(176)
用于投资活动的现金 - 已终止经营 — (60)
停止经营的现金流量净额$(469)$(236)
汇率变动对现金、现金等价物及受限制资金的影响(9)(56)
现金及现金等价物净减少额$(1,117)$(2,025)
持续经营的现金、现金等价物和受限制的现金-期初2,803 3,772 
现金、现金等价物和来自已停用业务的受限现金，期初— — 
期初现金、现金等价物及受限制的现金余额$2,803 $3,772 
持续经营的现金、现金等价物和受限制的现金-期末1,686 1,747 
现金、现金等价物和来自已停用业务的受限现金，期末— — 
期末现金、现金等价物和受限制现金$1,686 $1,747 
详见合并财务报表附注。
9
DuPont de Nemours, Inc.
Consolidated Statements of Equity
For the three months ended September 30, 2024 and 2023

In millions (Unaudited)Common StockAdditional Paid-in CapitalRetained Earnings
(Accumulated Deficit)		Accumulated Other Comp LossTreasury StockNon-controlling InterestsTotal Equity
Balance at June 30, 2023$5 $47,946 $(20,938)$(890)$— $430 $26,553 
Net income— — 319 — — 9 328 
Other comprehensive loss— — — (258)— (4)(262)
Common stock issued/sold— 10 — — — — 10 
Stock-based compensation— 22 — — — — 22 
Purchases of treasury stock— — — — (1,600)— (1,600)
Excise tax on purchase of treasury stock— — (22)— — — (22)
Retirement of treasury stock(1)— (2,212)— 2,213 — — 
Forward contracts for share repurchases— (400)— — — — (400)
Settlement of forward contracts for share repurchase— 613 — — (613)— — 
Other— (1)(1)— — — (2)
Balance at September 30, 2023$4 $48,190 $(22,854)$(1,148)$— $435 $24,627 
Balance at June 30, 2024$4 $48,019 $(23,414)$(1,274)$— $429 $23,764 
Net income— — 454 — — 8 462 
Other comprehensive income— — — 382 — 12 394 
Common stock issued/sold— 25 — — — — 25 
Stock-based compensation— 16 — — — — 16 
Distributions to non-controlling interests— — — — — (4)(4)
Other— (1)1 — — — — 
Balance at September 30, 2024$4 $48,059 $(22,959)$(892)$— $445 $24,657 
See Notes to the Consolidated Financial Statements.

10


DuPont de Nemours, Inc.
Consolidated Statements of Equity
For the nine months ended September 30, 2024 and 2023


In millions (Unaudited)Common StockAdditional Paid-in CapitalRetained Earnings
(Accumulated Deficit)		Accumulated Other Comp LossTreasury StockNon-controlling InterestsTotal Equity
Balance at December 31, 2022$5 $48,420 $(21,065)$(791)$— $448 $27,017 
Net income— — 445 — — 31 476 
Other comprehensive loss— — — (357)— (13)(370)
Dividends ($1.08 per common share)
— (495)— — — — (495)
Common stock issued/sold— 22 — — — — 22 
Stock-based compensation— 32 — — — — 32 
Distributions to non-controlling interests
— — — — — (34)(34)
Purchases of treasury stock— — — — (1,600)— (1,600)
Excise tax on purchases of treasury stock— — (22)— — — $(22)
Retirement of treasury stock(1)— (2,212)— 2,213 — — 
Forward contracts for share repurchase— (400)— — — — $(400)
Settlement of forward contracts for share repurchase— 613 — — (613)— $— 
Other— (2)— — — 3 1 
Balance at September 30, 2023$4 $48,190 $(22,854)$(1,148)$— $435 $24,627 
Balance at December 31, 2023$4 $48,059 $(22,874)$(910)$— $446 $24,725 
Net income— — 821 — — 23 844 
Other comprehensive income (loss)— — — 18 — (1)17 
Dividends ($1.14 per common share)
— (476)— — — — (476)
Common stock issued/sold
— 43 — — — — 43 
Stock-based compensation
— 36 — — — — 36 
Distributions to non-controlling interests
— — — — — (24)(24)
Purchases of treasury stock
— — — — (400)— (400)
Excise tax on purchases of treasury stock— — (9)— — — (9)
Retirement of treasury stock
— — (898)— 898 — — 
Forward contracts for share repurchase— (100)— — — — (100)
Settlement of forward contracts for share repurchase— 498 — — (498)— — 
Other
— (1)1 — — 1 1 
Balance at September 30, 2024$4 $48,059 $(22,959)$(892)$— $445 $24,657 
See Notes to the Consolidated Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In these notes, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries. The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the interim statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the full year. These interim Consolidated Financial Statements should also be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, collectively referred to as the "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.

Delrin® Divestiture
On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). See Note 4 for more information.

The interim Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and the interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2023, present the financial results and cash flows of Delrin® as discontinued operations. The comprehensive income of Delrin® has not been segregated and is included in the interim Consolidated Statements of Comprehensive Income for all periods presented. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refers only to DuPont's continuing operations and does not include discussion of balances or activity of the Delrin® Divestiture.


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 provide 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 13 for more information.

Accounting Guidance Issued But Not Adopted at September 30, 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.


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NOTE 3 - ACQUISITIONS
Donatelle Plastics Acquisition
On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC and certain related real estate (together, "Donatelle Plastics"), for a net purchase price of $365 million (the "Donatelle Plastics Acquisition") which includes the estimated fair value for a contingent earn-out liability of $40 million, further discussed below. The parties have agreed to make adjustments as needed based on actual working capital, cash and certain expenses, among other items. Donatelle Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices. Donatelle Plastics is being integrated into Industrial Solutions within the Electronics & Industrial segment.

The purchase accounting and purchase price allocation for Donatelle Plastics are substantially complete. However, the Company continues to refine the preliminary valuation of certain acquired assets and liabilities assumed, including income tax related amounts and 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.

The provisional fair values allocated to the assets acquired and liabilities assumed on July 28, 2024 include total assets of $268 million and total liabilities of $17 million. The goodwill acquired as part of the Donatelle Plastics Acquisition was $114 million resulting in total consideration of $365 million. The fair value of total assets acquired primarily includes $201 million of other intangible assets and $36 million of property plant and equipment. The remaining assets acquired primarily include cash and cash equivalents and inventory. Final determination of the fair values may result in further adjustments to these values.

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

Other Intangible Assets
Other intangible assets with definite lives primarily include provisional customer relationships of $151 million and developed technology of $47 million. Customer relationships and developed technology have useful lives of 20 years and 15 years, respectively. The customer-related intangible assets' estimated fair value was determined using the multi-period excess earnings method while the developed technology fair values were determined utilizing the relief from royalty method.

Goodwill
The excess of the consideration for Donatelle Plastics over the preliminary net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $114 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 Donatelle Plastics businesses’ global activities across sales and manufacturing, as well as expected future customer relationships. Donatelle Plastics goodwill will be deductible for U.S. tax purposes.

Contingent Earn-out Liability
The purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $85 million. The contingent earn-out liability was measured using a Monte Carlo simulation and the primary assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs, considered to be Level 3 measurements under the fair value hierarchy. The fair value of the contingent earn-out liability at the acquisition date was $40 million.

The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue. Changes in the fair value of the contingent earn-out liability will be recognized in "Sundry income (expense), net" in the interim Consolidated Statements of Operations. As of September 30, 2024, the fair value of the contingent earn-out liability was $40 million, reflected in “Other noncurrent obligations” on the interim Condensed Consolidated Balance Sheets.

The Company evaluated the disclosure requirements under ASC 805, Business Combinations and determined Donatelle Plastics was not considered a material business combination for purposes of disclosing either the earnings of Donatelle Plastics since the date of acquisition or supplemental pro forma information.
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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 $1,781 million, including a net upward adjustment of approximately $32 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 purchase accounting and purchase price allocation for Spectrum are complete as of September 30, 2024. In the third quarter 2024, the Company finalized the working capital settlements for an immaterial amount which impacted the residual goodwill recorded. The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase allocation is considered final. The following table presents the valuation of certain acquired assets and liabilities assumed:

Spectrum Assets Acquired and Liabilities Assumed on August 1, 2023Estimated fair value
(In millions)
Fair value of assets acquired
Cash and cash equivalents$31 
Accounts and notes receivable68 
Inventories52 
Property, plant and equipment125 
Other intangible assets916 
Deferred charges and other assets 34 
Total Assets Acquired$1,226 
Fair value of liabilities assumed
Accounts payable$21 
Income taxes payable17 
Deferred income tax liabilities177 
Other noncurrent liabilities44 
Total Liabilities Assumed$259 
Goodwill814 
Total Consideration$1,781 

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 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 net fair value of assets acquired and liabilities assumed resulted in the recognition of $814 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.

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Acquisition, Integration and Separation Costs
"Acquisition, integration and separation costs" within the interim Consolidated Statements of Operations primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments. The Company recorded $43 million and $9 million in costs for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded costs of $51 million and $15 million, respectively. For the three and nine months ended September 30, 2024, these costs were primarily associated with the Intended Business Separations. Comparatively, for the three and nine months ended September 30, 2023, these costs were primarily associated with the Spectrum Acquisition. See Note 4 for more information regarding cost related to the Delrin® Divestiture.


NOTE 4 - DIVESTITURES
Delrin® 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 Delrin® Divestiture together with the divestiture of the majority of the historic Mobility & Materials segment (the "M&M Divestiture"), including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines, (collectively the "M&M Divestitures") represented a strategic shift that had a major impact on DuPont's operations and results.

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The interim results of operations for the three and nine months ended September 30, 2023, represent the Delrin® business unless otherwise indicated. The following table summarizes the interim results of operations of the Delrin® Divestiture which are presented as discontinued operations as summarized below:
In millionsThree Months Ended September 30, 2023Nine Months Ended
September 30, 2023
Net sales$133 $422 
Cost of sales93 269 
Research and development expenses1 3 
Selling, general and administrative expenses— 1 
Acquisition, integration and separation costs 1
40 140 
Sundry income (expense) - net 3 8 
Income from discontinued operations before income taxes$2 $17 
Benefit from income taxes on discontinued operations(14)(7)
Income from discontinued operations, net of tax$16 $24 
Gain on sale, net of tax 2
$33 $55 
Income from discontinued operations attributable to DuPont stockholders, net of tax$49 $79 
1. Includes costs related to both the M&M Divestitures which primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees.
2. Gain includes purchase price adjustments related to the M&M Divestiture.

Other Discontinued Operations Activity
The Company recorded a loss from discontinued operations, net of tax, of $18 million and a gain of $37 million for the three months ended September 30, 2024 and 2023, respectively, and a gain of $5 million and a loss of $357 million for the nine months ended September 30, 2024 and 2023, respectively.

Discontinued operations activity consists of the following:
(Loss) Income from Discontinued Operations, Net of TaxThree Months Ended
September 30,		Nine Months Ended
September 30,
In millions2024202320242023
M&M Divestitures 1
$(9)$49 $(19)$79 
MOU activity, net 2
(9)(8)(26)(384)
Indemnification activity - environmental and legal 3
(1)(3)(6)(46)
Tax related matters 4
1 — 57 — 
Other— (1)(1)(6)
(Loss) income from discontinued operations, net of tax$(18)$37 $5 $(357)
1.The three and nine months ended September 30, 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, net of insurance recoveries. Refer to Note 14 for additional information.
3.Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between Corteva and EIDP. For additional information on these matters, refer to Note 14.
4.The three and nine months ended September 30, 2024 includes tax indemnification activity associated with divested businesses.



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NOTE 5 - 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.

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 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 & Industrial segment net sales.
Net Trade Revenue by Segment and Business or Major Product LineThree Months Ended
September 30,		Nine Months Ended
September 30,
In millions2024202320242023
Industrial Solutions $493 $450 $1,429 $1,298 
Interconnect Solutions491 448 1,355 1,269 
Semiconductor Technologies567 470 1,640 1,409 
Electronics & Industrial$1,551 $1,368 $4,424 $3,976 
Safety Solutions$598 $630 $1,798 $1,989 
Shelter Solutions421 431 1,236 1,248 
Water Solutions363 352 1,030 1,119 
Water & Protection$1,382 $1,413 $4,064 $4,356 
Corporate & Other 1
$259 $277 $806 $838 
Total$3,192 $3,058 $9,294 $9,170 
1. Net sales within Corporate & Other reflect the Retained Businesses which include the Auto Adhesives & Fluids, MultibaseTM and Tedlar® businesses.

Net Trade Revenue by Geographic RegionThree Months Ended
September 30,		Nine Months Ended
September 30,
In millions2024202320242023
U.S. & Canada$1,112 $1,093 $3,292 $3,161 
EMEA 1
538 535 1,632 1,702 
Asia Pacific 2
1,411 1,302 3,995 3,945 
Latin America131 128 375 362 
Total$3,192 $3,058 $9,294 $9,170 
1.Europe, Middle East and Africa.
2.Net sales attributed to China/Hong Kong, for the three months ended September 30, 2024 and 2023 were $632 million and $563 million, respectively, while for the nine months ended months ended September 30, 2024 and 2023 net sales attributed to China/Hong Kong were $1,761 million and $1,669 million, respectively.

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

Revenue recognized in the first nine months of 2024 and 2023 from amounts included in contract liabilities at the beginning of the period was insignificant.

Contract BalancesSeptember 30, 2024December 31, 2023
In millions
Accounts and notes receivable - trade 1
$1,688 $1,543 
Deferred revenue - current 2
$1 $1 
Deferred revenue - noncurrent 3
$29 $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.


NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
The Company records restructuring liabilities that represent nonrecurring charges in connection with simplifying certain organizational structures and operations, including operations related to transformational projects such as divestitures and acquisitions. Charges for restructuring programs and asset related charges, which include asset impairments, were $21 million and $8 million for the three months ended September 30, 2024, and 2023, and $68 million and $39 million for the nine months ended September 30, 2024, and 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 $56 million at September 30, 2024 and $107 million at December 31, 2023, recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. 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 $179 million inception-to-date, consisting of severance and related benefit costs of $100 million and asset related charges of $79 million. In connection with the 2023-2024 Restructuring Program, the Company recorded $2 million and $26 million of inventory write-offs in “Cost of Sales” within the interim Consolidated Statements of Operations for the three and nine months ended September 30, 2024. The inventory write-offs are 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 September 30, 2024Nine Months Ended September 30, 2024
(In millions)
Electronics & Industrial$(2)$1 
Water & Protection 1
— 37 
Corporate & Other26 31 
Total$24 $69 
1.Amount excludes inventory write-offs recorded during 2024. Refer to Note 21 for additional information.

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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
20 49 69 
Charges against the reserve(2)(49)(51)
Cash payments(46)— (46)
Reserve balance at September 30, 2024
$51 $— $51 
1.Amount excludes inventory write-offs recorded during 2024. Refer to Note 21 for additional information.

Total liabilities related to the 2023-2024 Restructuring Program were $51 million at September 30, 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 $95 million inception-to-date, consisting of severance and related benefit costs of $81 million and asset related charges of $14 million. The Company recorded pre-tax restructuring benefits of $3 million and charges of $7 million , during the three months ended September 30, 2024 and 2023, and benefits of $1 million and charges of $32 million for the nine months ended September 30, 2024 and 2023.

Total liabilities related to the 2022 Restructuring Program were $5 million at September 30, 2024 and $27 million at December 31, 2023, respectively, recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. Actions related to the 2022 Restructuring Program are substantially complete.
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NOTE 7 - SUPPLEMENTARY INFORMATION
Sundry Income (Expense) - NetThree Months Ended
September 30,		Nine Months Ended
September 30,
In millions2024202320242023
Non-operating pension and other post-employment benefit credits (costs)$4 $(3)$14 $(7)
Interest income 1
14 34 55 132 
Net gain on divestiture and sales of other assets and investments3 — 5 8 
Foreign exchange (losses) gains, net
(19)17 (19)(31)
Loss on debt extinguishment 2
— — (74)— 
Interest rate swap gain 3
191 — 152 — 
Miscellaneous income (expense) - net6 7 17 10 
Sundry income (expense) - net$199 $55 $150 $112 
1.The three and nine months ended September 30, 2024 includes non-cash interest income of $6 million and $19 million, respectively, related to the $350 million Delrin® related party note receivable. Refer to Note 11 for additional information.
2.Reflects the loss on the partial redemption of an aggregate principal amount of the 2038 Notes. Refer to Note 13 for further details.
3. Includes the non-cash mark-to-market gain related to the 2022 Swaps and 2024 Swaps offset by the interest settlement loss on the 2022 Swaps. Refer to Note 19 for further details.

Cash, Cash Equivalents and Restricted Cash
At September 30, 2024 and December 31, 2023 the Company had $6 million and $411 million, respectively, within “Restricted cash and cash equivalents” in the interim Condensed Consolidated Balance Sheets. At September 30, 2024, the Company also had $35 million, within "Restricted cash and cash equivalents - noncurrent". The majority of the balance as of September 30, 2024, is attributable to the MOU cost sharing arrangement. The majority of the balance as of December 31, 2023 is attributable to the Water District Settlement Fund. During the second quarter 2024, the judgment related to the Water District Settlement Fund became final and therefore $408 million was removed from "Restricted cash and cash equivalents”. Additional information can be found in Note 14.

Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets were $985 million at September 30, 2024 and $1,269 million at December 31, 2023. "Accrued and other current liabilities" at December 31, 2023 includes approximately $405 million, respectively, related to the Water District Settlement Agreement further discussed in Note 14, the related balance at September 30, 2024 was zero. Accrued payroll, which is a component of "Accrued and other current liabilities," was $360 million at September 30, 2024 and $250 million at December 31, 2023. No other component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities at September 30, 2024 and at December 31, 2023.


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NOTE 8 - INCOME TAXES
Each year the Company files hundreds of tax returns in the various national, state, and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. The Company has ongoing federal, state, and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities. 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 third quarter of 2024 was 18.1 percent, compared with an effective tax rate of 28.7 percent for the third quarter of 2023. The decrease of the effective tax rate for the third quarter of 2024 compared to the third quarter of 2023 was primarily driven by certain discrete tax benefits, including the settlement of an international tax audit in the quarter.

For the first nine months of 2024, the effective tax rate on continuing operations was 27.0 percent, compared with 25.6 percent for the first nine months of 2023. The higher effective tax rate in 2024 thus far was driven by the geographic mix of earnings offset by the U.S. taxation of foreign operations as well as certain discrete tax expenses, including the settlement in the second quarter of an international tax audit for which the Company is partially indemnified.

Effective from 2024, the Organization for Economic Co-operation and Development’s ("OECD") Global Anti-Base Erosion ("GloBE") rules under Pillar Two have been enacted by the European Union and other countries in which the Company operates. The Company does not expect a resulting material change to the income tax provision for the current year ending December 31, 2024. However, the Company expects the effective tax rate and cash tax payments could increase in future years.


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NOTE 9 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the three and nine months ended September 30, 2024 and 2023:
Net Income for Earnings Per Share Calculations - Basic & DilutedThree Months Ended
September 30,		Nine Months Ended
September 30,
In millions2024202320242023
Income from continuing operations, net of tax$480 $291 $839 $833 
Net income from continuing operations attributable to noncontrolling interests8 9 23 31 
Income from continuing operations attributable to common stockholders$472 $282 $816 $802 
(Loss) income from discontinued operations attributable to common stockholders, net of tax$(18)$37 $5 $(357)
Net income attributable to common stockholders$454 $319 $821 $445 
Earnings Per Share Calculations - BasicThree Months Ended
September 30,		Nine Months Ended
September 30,
Dollars per share2024202320242023
Earnings from continuing operations attributable to common stockholders$1.13 $0.62 $1.95 $1.76 
(Loss) earnings from discontinued operations, net of tax(0.04)0.08 0.01 (0.78)
Earnings attributable to common stockholders 1
$1.09 $0.71 $1.96 $0.97 
Earnings Per Share Calculations - DilutedThree Months Ended
September 30,		Nine Months Ended
September 30,
Dollars per share2024202320242023
Earnings from continuing operations attributable to common stockholders$1.13 $0.62 $1.94 $1.75 
(Loss) earnings from discontinued operations, net of tax(0.04)0.08 0.01 (0.78)
Earnings attributable to common stockholders 1
$1.08 $0.70 $1.95 $0.97 
Share Count Information
Three Months Ended
September 30,		Nine Months Ended
September 30,
Shares in millions2024202320242023
Weighted-average common shares - basic 417.9 451.7 419.5 456.5 
Plus dilutive effect of equity compensation plans 1.6 1.7 1.3 1.3 
Weighted-average common shares - diluted419.5 453.4 420.8 457.8 
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2
1.0 1.7 1.5 2.8 
1.Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders. As a result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.
2.These outstanding options to purchase shares of common stock, restricted stock units and performance-based restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.


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NOTE 10 - INVENTORIES
In millionsSeptember 30, 2024December 31, 2023
Finished goods$1,221 $1,184 
Work in process
536 487 
Raw materials349 350 
Supplies131 126 
Total inventories$2,237 $2,147 


NOTE 11 - 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 September 30, 2024 and December 31, 2023 is $819 million and $788 million, respectively.

Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the three and nine months ended September 30, 2024. Sales to nonconsolidated affiliates represented less 2 percent and approximately 2 percent for the three and nine months ended September 30, 2023, respectively. Purchases from nonconsolidated affiliates represented less than 3 percent of “Cost of sales” for the three and nine months ended September 30, 2024 and 2023. The Company maintained an ownership interest in seven nonconsolidated affiliates at September 30, 2024.

Derby Equity Interest
As a result of the Delrin® Divestiture, on November 1, 2023, the Company acquired 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 and nine months ended September 30, 2024, the Company recorded a loss of $1 million and a loss of $6 million, respectively, in "Equity in earnings of nonconsolidated affiliates". These amounts include the impact of transaction costs incurred by Derby and amortization expense from purchase accounting of approximately $2 million and $14 million, for the three and nine months ended September 30, 2024, respectively. The carrying values of the equity interest as of September 30, 2024 and December 31, 2023 were $115 million and $121 million, respectively. The carrying values of the note receivable as of September 30, 2024 and December 31, 2023 were $247 million and $228 million, respectively.

For the three and nine months ended September 30, 2024, the Company recognized non-cash interest income on the Derby Note Receivable of $6 million and $19 million, respectively, reported in "Sundry income (expense) - net" on the interim Consolidated Statement of Operations, and accreted to the carrying value of the note receivable.


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NOTE 12 - GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amounts of goodwill during the nine months ended September 30, 2024 were as follows:
In millionsElectronics & IndustrialWater & ProtectionCorporate & OtherTotal
Balance at December 31, 2023$10,205 $5,900 $615 $16,720 
Goodwill recognized for Donatelle Plastics Acquisition 1
114 — — 114 
Goodwill recognized for Spectrum Acquisition 2
(4)— — (4)
Currency translation adjustment21 13 — 34 
Other4 — — 4 
Balance at September 30, 2024
$10,340 $5,913 $615 $16,868 
1.On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, which is included in the Electronics & Industrial segment. See Note 3 for additional information.
2.In the third quarter 2024, the Company finalized the working capital settlements which impacted the residual goodwill recorded. See Note 4 for additional information.

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

Effective as of January 1, 2024, Electronics & Industrial realigned certain of its product lines making up its lines of business (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 the 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 Electronics and Industrial segment and no impairments were identified. The fair value of each reporting unit tested was estimated using a combination of a discounted cash flow model and market approach. The Company’s assumptions in estimating fair value include 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 unit, 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 as of the date of impairment being equal to the carrying value 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 September 30, 2024, the remaining carrying amount of goodwill within the Protection reporting unit was $4.8 billion.

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Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
September 30, 2024December 31, 2023
In millionsGross Carrying AmountAccum AmortNetGross Carrying AmountAccum AmortNet
Intangible assets with finite lives:
  Developed technology$2,131 $(1,233)$898 $2,079 $(1,092)$987 
  Trademarks/tradenames928 (463)465 924 (414)510 
  Customer-related5,984 (2,600)3,384 5,815 (2,329)3,486 
  Other 29 (1)28 28 (1)27 
Total other intangible assets with finite lives$9,072 $(4,297)$4,775 $8,846 $(3,836)$5,010 
Intangible assets with indefinite lives:
  Trademarks/tradenames 804 — 804 804 — 804 
Total other intangible assets $804 $— $804 $804 $— $804 
Total$9,876 $(4,297)$5,579 $9,650 $(3,836)$5,814 

The following table provides the net carrying value of other intangible assets by segment:
Net Intangibles by SegmentSeptember 30, 2024December 31, 2023
In millions
Electronics & Industrial$3,467 $3,521 
Water & Protection2,032 2,206 
Corporate & Other80 87 
Total$5,579 $5,814 

Total estimated amortization expense for the remainder of 2024 and the five succeeding fiscal years is as follows:
Estimated Amortization Expense
In millions
Remainder of 2024$148 
2025$559 
2026$531 
2027$483 
2028$430 
2029$373 


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NOTE 13 - 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, 2023. If applicable, updates have been included in the respective section below.

Long-Term Debt
Long-term debt at September 30, 2024 and December 31, 2023 was $7,170 million and $7,800 million, respectively. At September 30, 2024 the long-term debt balance included an unamortized basis adjustment of $49 million related to the dedesignation of the Company's interest rate swap agreements. At December 31, 2023, the long-term debt balance included a fair value hedging revaluation of $59 million related to the Company's interest rate swap agreements. See Note 19 for additional information.

Capital Structure Actions
On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 notes, (the "2038 Notes") in accordance with their terms. The partial redemption occurred on June 15, 2024, at the redemption price set forth in the indenture of the 2038 Notes. The Company funded the repayment with cash on hand. As a result of the early redemption of the debt, for the nine months ended September 30, 2024, the Company incurred a loss of $74 million, to "Sundry income (expense) - net" within the interim Consolidated Statements of Operations. The loss consisted of the redemption premium, write-off of the deferred debt issuance costs and the basis adjustment from fair value hedge accounting on the Company's interest rate swap agreements associated with this borrowing. See Note 19 for further detail on the dedesignation of the Company's interest rate swap agreements.

Uncommitted Credit Facilities and Outstanding Letters of Credit
Unused bank credit lines on uncommitted credit facilities were approximately $715 million at September 30, 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 $131 million at September 30, 2024. These letters of credit support commitments made in the ordinary course of business.

Revolving Credit Facilities
On May 8, 2024, the Company entered into a $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). Prior to entering the new facility, the Company held another $1 billion 364-day revolving credit facility. There were no drawdowns of either facility during the nine month period ended September 30, 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 under the supplier financing programs as of September 30, 2024 and December 31, 2023 was $107 million and $97 million, respectively, and is recorded in “Accounts Payable” in the interim Condensed Consolidated Balance Sheets.


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NOTE 14 - 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 September 30, 2024, the Company has recorded indemnification assets of $44 million within "Accounts and notes receivable - net" and $304 million within "Deferred charges and other assets" and indemnification liabilities of $181 million within "Accrued and other current liabilities" and $241 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.

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, 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.

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; accordingly, the Company's portion of the $2 billion is approximately $1.4 billion. At September 30, 2024, the Company had paid Qualified Spend of approximately $600 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.

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

Chemours, Corteva and DuPont agreed to waive the obligation to make additional deposits into the MOU Escrow Account in 2023. At September 30, 2024, each of Chemours, Corteva and DuPont have made additional deposits into the MOU Escrow Account totaling $100 million in the aggregate. DuPont's aggregate MOU escrow deposits of $35 million, not including interest, at September 30, 2024 are reflected in "Restricted cash and cash equivalents - noncurrent" on the Condensed Consolidated Balance Sheets.

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 a certain percentage of the Indemnifiable Losses, described below, rising 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 provide that the Company and Corteva each bear 50 percent of the first $300 million ($150 million) of total Indemnifiable Losses related to PFAS Stray Liabilities. In 2023, the companies met their respective $150 million threshold and as a result the Company bears 71 percent of Indemnifiable Losses related to PFAS Stray Liabilities and Corteva bears 29 percent. At September 30, 2024, DuPont has accrued for future Qualified Spend and Indemnifiable Losses related to PFAS Stray Liabilities accordingly.

The $150 million of Indemnifiable Losses incurred for PFAS Stray Liabilities has been credited against each company’s $200 million threshold. Corteva has met its $200 million threshold. As a result, until the Company meets its $200 million threshold, it is responsible for managing the Non-PFAS Stray Liabilities, excluding Specified Spend Non-PFAS Liabilities for which Corteva has not reached its 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 September 30, 2024, the Company has accrued for future Indemnifiable Losses related to Non-PFAS Stray Liabilities, including Specified Spend Non-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:
Indemnification Related Liabilities Associated with the MOU
In millionsSeptember 30, 2024December 31, 2023Balance Sheet Classification
Current indemnification liabilities$96 $87 
Accrued and other current liabilities
Long-term indemnification liabilities130 119 Other noncurrent obligations
Total indemnification liabilities accrued under the MOU 1
$226 $206 
1.As of September 30, 2024 and December 31, 2023, total indemnified liabilities accrued include $131 million and $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").

In addition to the above, beginning the second quarter of 2023, the Company had 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. The judgment became final in April 2024, therefore $408 million, including interest, is reflected as a cash outflow within cash flows from discontinued operations for the nine months ended September 30, 2024.

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

Under EIDP’s 2004 settlement of a West Virginia state court class action, Leach v. EIDP, members of the 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. After the panel reported its findings, approximately 3,550 personal injury lawsuits filed in Ohio and West 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”). In 2017, Chemours and EIDP settled the Ohio MDL for $670 million.

Post the 2017 settlement, approximately 100 additional cases were filed by Leach class members. EIDP and Chemours settled all but one of these cases in 2021 for $83 million with each of the Company and EIDP contributing $27 million and Chemours contributing $29 million. The remaining case resulted in a jury verdict for the plaintiff which was paid in the fourth quarter of 2023 after EIDP exhausted its appeal rights. Although DuPont was not a defendant in the Leach case or the cases that were or are now part of the Ohio MDL, the payment was split between the three companies in accordance with the Agreements and MOU. Since that time, Plaintiffs’ counsel has filed approximately 70 new cases that are in the Ohio MDL. Prior to the start of the first trial in September 2024, EIDP and Chemours entered into an agreement in principle with counsel representing MDL plaintiffs providing for settlement for all filed and pending cases in the MDL as well as additional pre-suit claims. The discussions on a settlement continue with the term sheet being finalized. At September 30, 2024, DuPont's estimated liability for the potential resolution of these matters is included in its total indemnification liabilities accrued under the MOU.

In November 2023, DuPont, Chemours and Corteva (for itself and EIDP) 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 and the State's claims related to AFFF. 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. The settlement will become effective and payable, upon resolution of the appeals process and entry of final judgment by the court. Consistent with the MOU, DuPont's share of the settlement will be approximately $39 million, which is accrued for as of September 30, 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. DuPont's share was $12.5 million. The settlement provides for a potential Supplemental Payment to Delaware up to a total of $25 million, if certain conditions are met. As a result, upon the above described settlement with the State of Ohio reached in November 2023 becoming effective, a Supplemental Payment will be owed to the State of Delaware and paid in accordance to the terms of the MOU. The Company has accrued approximately $9 million as of September 30, 2024 related to the Supplemental Payment.

As of September 30, 2024, there are various cases alleging damages due to PFAS which are discussed below. Such actions often include claims alleging that EIDP's transfer 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 in accordance with the MOU between Chemours, EIDP, Corteva and DuPont.

Beginning in April 2019, lawsuits alleging damages from the use of PFAS-containing aqueous film-forming foams (“AFFF”) were filed against EIDP and Chemours and companies such as 3M that made AFFF. The majority of these lawsuits were consolidated in a multi-district litigation (the “AFFF MDL”) captioned In Re: Aqueous Film Forming Foams (AFFF) Products Liability Litigation that is pending in the United States District Court for the District of South Carolina, (the “Court”). The matters pending in the AFFF MDL allege damages as a result of contamination, in most cases allegedly from migration from airports or military installations, or personal injury from exposure to AFFF. The plaintiffs in the MDL include, among others, water districts, individuals and states attorneys general. DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS-containing products, and most of the actions in the AFFF MDL name DuPont as a defendant solely related to fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.

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On June 30, 2023, Chemours, Corteva, EIDP and DuPont entered a definitive agreement to resolve for $1.185 billion in cash all PFAS-related claims of a defined class of U.S. public water systems, including claims that are part of the AFFF MDL, (the “Water District Settlement Agreement”). In August 2023, the Court preliminarily approved the Water District Settlement Agreement. Subsequent to the approval, during the third quarter of 2023, Chemours, EIDP, Corteva and DuPont collectively contributed $1.185 billion to a Qualified Settlement Fund (the “Water District Settlement Fund”). In accordance with the MOU, Chemours contributed about 50 percent of the settlement amount (about $592 million), and DuPont (about $400 million) and Corteva (about $193 million) together contributed the remaining 50 percent. Chemours, Corteva and DuPont each used its respective MOU Escrow Account deposits to fund in part their respective contributions into the Water District Settlement Fund.

DuPont paid its $400 million contribution into the Water District Settlement Fund in the third quarter 2023. That payment included $100 million that DuPont had deposited into the MOU Escrow Account as of June 30, 2023. The Company’s total contribution, including interest, of $408 million has been removed from "Restricted cash and cash equivalents - current" along with the associated "Accrued and other current liabilities" within the interim Condensed Consolidated Balance Sheets as of September 30, 2024, as the settlement became final in the second quarter 2024. DuPont's aggregate MOU escrow deposits of $405 million, including 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 systems owned and operated by a State or the United States government or small systems that have not detected PFAS and are not currently required to monitor for it under federal or state requirements. While it is reasonably possible that the excluded systems or claims could result in additional future lawsuits, claims, assessments or proceedings, it is not possible to predict the outcome of any such matters, and as such, the Company is unable to develop an estimate of a possible loss or range of losses, if any, at this time.

As part of the approval process, the Court established, among other things, a mechanism for class members to submit requests to be excluded from the settlement. The Notice Administrator submitted a report on February 6, 2024 indicating that about 900 of 14,167 entities on the list of potential class members submitted timely requests for exclusion. The time has passed for any further entities to opt out.

The Court ordered the dismissal of personal injury claims by September 10, 2024, that do not meet certain evidentiary requirements unless they allege one of the following eight health conditions: high cholesterol, pregnancy induced hypertension, ulcerative colitis, thyroid disease, testicular cancer, kidney cancer, liver cancer or thyroid cancer. Cases that are dismissed pursuant to the Court’s order may be re-filed within four years if plaintiffs later meet the evidentiary requirements specified in the Court’s order. There are about 4,500 personal injury cases currently pending in the AFFF MDL reflecting confirmed dismissals under the Court’s order and any newly filed cases. The Company expects additional personal injury cases – which include claims that identify one of the eight health conditions – will continue to be filed into the AFFF MDL.

The 25 bellwether personal injury cases have been further narrowed to a group of Tier 2 bellwether plaintiffs. The Tier 2 bellwether plaintiffs include nine cases that allege harm from kidney cancer, testicular cancer, ulcerative colitis, or thyroid disease. The court has set the first Tier 2 trial to occur on October 6, 2025. The trial will include a case or cases from Pennsylvania that allege harm from either kidney cancer or testicular cancer.

Some state attorneys general have filed lawsuits, on behalf of their respective states, against DuPont, outside of the AFFF MDL that allege environmental contamination by certain PFAS compounds 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 clean 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 April 2021, a historic DuPont Dutch subsidiary and the Dutch entities of Chemours and Corteva, received a civil summons issued by 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. On September 27, 2023, the Court determined that the defendants 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. Chemours entered into a Letter of Intent with the municipalities on June 28, 2024, which effectively stayed the litigation while Chemours performs investigatory remedial work focused on vegetable gardens and surface waters. The court has removed this matter from its docket.
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In addition to the above matters, there are other legal matters pending that make claims related to PFAS. The Company is specifically named in some of these legal matters and some are pending against Chemours and/or Corteva/EIDP in which the Company is not named. Certain of these actions may purport to be class actions and seek damages in very large amounts. Regardless of whether the Company is named, the costs of litigation and future liabilities, if any, in these matters are or may be eligible PFAS costs under the MOU and Indemnification Losses under the Agreements.

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. It is not possible to predict the outcome of any such matters due to various reasons including, among others, future actions and decisions, as well as factual and legal issues to be resolved in connection with PFAS matters. As such, at this time DuPont is unable to develop an estimate of a possible loss or range of losses, if any, above the liability accrued at September 30, 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 September 30, 2024, the Company has liabilities of $43 million associated with these other litigation matters. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company. In accordance with its accounting policy for litigation matters, the Company will expense litigation defense costs as incurred, which could be significant to the Company’s financial condition and/or cash flows in the period.

Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. At September 30, 2024, the Company had accrued obligations of $276 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 include the following:
Environmental Accrued Obligations
In millionsSeptember 30, 2024December 31, 2023
Potential exposure above the amount accrued 1
Environmental remediation liabilities not subject to indemnity$47 $46 $99 
Environmental remediation indemnification Related Liabilities:
    Indemnifications related to Dow and Corteva 2
83 101 176 
    MOU related obligations (discussed above) 3
145 152 26 
 Other environmental indemnifications1 1 2 
Total environmental related liabilities$276 $300 $303 
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, as of September 30, 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.


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NOTE 15 - OPERATING LEASES
The lease cost for operating leases were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
In millions2024202320242023
Operating lease costs$31 $30 $94 $88 

Operating cash flows from operating leases were $89 million and $85 million for the nine months ended September 30, 2024 and 2023, respectively.

New operating lease assets and liabilities entered into during the nine months ended September 30, 2024 and 2023, were $47 million and $143 million, respectively. Supplemental balance sheet information related to leases was as follows:
In millionsSeptember 30, 2024December 31, 2023
Operating Leases
 
Operating lease right-of-use assets 1
$435 $484 
Current operating lease liabilities 2
92 97 
Noncurrent operating lease liabilities 3
347 390 
Total operating lease liabilities
$439 $487 
1.Included in "Deferred charges and other assets" 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.

Operating lease right-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 LeasesSeptember 30, 2024December 31, 2023
Weighted-average remaining lease term (years)7.98.5
Weighted average discount rate3.76 %3.55 %

Maturities of lease liabilities were as follows:
Maturity of Lease Liabilities at September 30, 2024
Operating Leases
In millions
Remainder of 2024$30 
202599 
202677 
202761 
202844 
2029 and thereafter195 
Total lease payments$506 
Less: Interest67 
Present value of lease liabilities$439 

The Company has leases in which it is the lessor. In connection with the 2021 sale of the N&B businesses and the M&M Divestitures, DuPont entered into leasing agreements with International Flavors & Fragrance Inc. (“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 Sheets or interim Consolidated Statement of Operations. Lease agreements where the Company is the lessor have final expirations through 2036.


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NOTE 16 - 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").

In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $2 billion of common stock ("$2B ASR Transaction"). DuPont paid an aggregate of $2 billion to the counterparties and received initial deliveries of 21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $1.6 billion. In the first quarter of 2024, the $2B ASR Transaction was completed. The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, 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 completion of the $2B ASR Transaction effectively completed the $5B Share Buyback Program and the Company's stock repurchase authorization.

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”). 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. 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 were 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.

In the second quarter of 2024, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $72 million. 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 zero and $9 million as a reduction to retained earnings for the three and nine months ended September 30, 2024, respectively. The recorded excise tax is reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in the interim Condensed Consolidated Balance Sheets as of September 30, 2024.

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Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the nine months ended September 30, 2024 and 2023:
Accumulated Other Comprehensive LossCumulative Translation AdjPension and OPEBDerivative InstrumentsTotal
In millions
2023
Balance at January 1, 2023$(968)$60 $117 $(791)
Other comprehensive loss before reclassifications(332)(6)(12)(350)
Amounts reclassified from accumulated other comprehensive loss— (7)— (7)
Net other comprehensive loss$(332)$(13)$(12)$(357)
Balance at September 30, 2023
$(1,300)$47 $105 $(1,148)
2024
Balance at January 1, 2024$(931)$(55)$76 $(910)
Other comprehensive income (loss) before reclassifications60 (41)— 19 
Amounts reclassified from accumulated other comprehensive loss — (1)— (1)
Net other comprehensive income (loss)$60 $(42)$— $18 
Balance at September 30, 2024
$(871)$(97)$76 $(892)
The tax effects on the net activity related to each component of other comprehensive loss were not significant for the three or nine months ended September 30, 2024 and 2023.


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NOTE 17 - 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 2023 Annual Report.

The following sets forth the components of the Company's net periodic benefit costs (credits) for defined benefit pension plans:
Net Periodic Benefit Costs for All Significant PlansThree Months Ended
September 30,		Nine Months Ended
September 30,
In millions2024202320242023
Service cost 1
$6 $6 $21 $19 
Interest cost 2
20 26 62 75 
Expected return on plan assets 3
(25)(24)(75)(71)
Amortization of prior service credit 4
(1)(1)(2)(2)
Amortization of unrecognized net loss 5
— (1)— (2)
Curtailment/settlement 6
2 — 1 (2)
Net periodic benefit costs - Total$2 $6 $7 $17 
Less: Net periodic benefit credits - Discontinued operations— (2)— (6)
Net periodic benefit costs - Continuing operations$2 $8 $7 $23 
1.The service cost from continuing operations was $5 million and $16 million for the three and nine months ended September 30, 2023, respectively, for significant plans.
2.The interest cost from continuing operations was $24 million and $70 million for the three and nine months ended September 30, 2023, respectively, for significant plans.
3.The expected return on plan assets from continuing operations was $20 million and $58 million for the three and nine months ended September 30, 2023, respectively, for significant plans.
4.The amortization of prior service credit from continuing operations was less than a million and $1 million for the three and nine months ended September 30, 2023, respectively, for significant plans.
5.The amortization of unrecognized net gain for significant plans from continuing operations was $1 million and $2 million for the three and nine months ended September 30, 2023, respectively, for significant plans.
6.The curtailment and settlement gain from continuing operations was less than a million and $2 million for the three and nine months ended September 30, 2023, respectively, 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 $19 million by year-end 2024.


NOTE 18 - 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 2023 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 15 million shares of common stock are available for award as of September 30, 2024.

DuPont recognized share-based compensation expense in continuing operations of $18 million and $22 million for the three months ended September 30, 2024 and 2023, respectively and $62 million and $55 million for the nine months ended September 30, 2024 and 2023, respectively. The income tax benefits related to stock-based compensation arrangements were $4 million and $5 million for the three months ended September 30, 2024 and 2023, respectively, and $13 million and $12 million for the nine months ended September 30, 2024 and 2023, respectively.

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.

In the second quarter of 2024, the Company granted 0.1 million RSUs and 0.1 million performance based stock units PSUs. The weighted-average fair values per share associated with the grants were $81.19 per RSU and $88.90 per PSU.

There was minimal activity in the third quarter of 2024.
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NOTE 19 - FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at September 30, 2024 and December 31, 2023:
Fair Value of Financial InstrumentsSeptember 30, 2024December 31, 2023
In millionsCostGainLossFair ValueCostGainLossFair Value
Cash equivalents
$316 $— $— $316 $408 $— $— $408 
Restricted cash equivalents 1
41 — — 41 411 — — 411 
Total cash and restricted cash equivalents$357 $— $— $357 $819 $— $— $819 
Long-term debt including debt due within one year 2
$(7,170)$3 $(398)$(7,565)$(7,859)$70 $(206)$(7,995)
Derivatives relating to:
Net investment hedge 3
$— $96 $— $96 $— $96 $— $96 
Foreign currency 4, 5
— 20 (6)14 — 26 (23)3 
Interest rate swap agreements 6
— 120 (42)78 — — (59)(59)
Total derivatives$— $236 $(48)$188 $— $122 $(82)$40 
1.Refer to Note 7 and Note 14 or more information on Restricted cash equivalents.
2.At September 30, 2024, the balance included unamortized basis adjustment of $49 million related to the 2022 Swaps, discussed below. At December 31, 2023, the balance included a fair value hedging revaluation related to the 2022 Swaps of $59 million, discussed below. Fair value of long-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 terms and represents a Level 2 fair value measurement.
3.Classified as "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheets.
4.Classified as "Prepaid and other current assets" and "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
5.Presented net of cash collateral where master netting arrangements allow.
6.The gain on the 2024 Swaps and the loss on the 2022 Swaps are classified as "Deferred charges and other assets" and "Other noncurrent obligations", respectively 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 AmountsSeptember 30, 2024December 31, 2023
In millions
Derivatives designated as hedging instruments:
   Net investment hedge$1,000 $1,000 
   Interest rate swap agreements$— $1,000 
Derivatives not designated as hedging instruments:
Foreign currency contracts 1
$(157)$(907)
Interest rate swap agreements 2
$4,150 $— 
1.Presented net of contracts bought and sold.
2.Includes notional amounts related to the 2022 Swaps and 2024 Swaps, described further below.

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Derivatives Designated in Hedging Relationships
Net Foreign Investment Hedge
In the second quarter of 2021, the Company entered into a fixed-for-fixed cross currency swaps with an aggregate notional amount totaling $1 billion to hedge the variability of exchange rate impacts between the U.S. Dollar and Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $1 billion at an interest rate of 4.73 percent for €819 million at a weighted average interest rate of 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.

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 also uses 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.

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 hedges, which was included in “Sundry income (expense) - net” in the interim Consolidated Statements of Operations, was a gain of $17 million and $11 million for the three months ended September 30, 2024 and 2023, respectively. There was a loss of $7 million and $63 million for the nine months ended September 30, 2024 and 2023, respectively.

Interest Rate Swap Agreements
In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements ("2022 Swaps") 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 2022 Swaps expire on November 15, 2032 and are carried at fair value.

Since inception of the 2022 Swaps, fair value hedge accounting has been applied and thus, changes in the fair value of the 2022 Swaps and changes in the fair value of the related hedged portion of long-term debt were presented and net to zero in "Sundry income (expense) – net" in the interim Consolidated Statements of Operations. On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 Notes in accordance with their terms. The redemption was effective on June 15, 2024. As a result of the announced redemption, the Company dedesignated the current hedging relationship. At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $81 million of which $32 million was recognized as a component of the loss from partial extinguishment of debt. The remaining basis adjustment is amortized to interest expense over the remaining term of the 2038 Notes. The basis adjustment amortization for both the three and nine months September 30, 2024 was $1 million. Refer to Note 13 for additional details on the partial redemption of the 2038 Notes.

In June 2024, the Company entered into two forward-starting fixed-to-floating interest rate swap agreements (“2024 Swaps”) to hedge the changes in the fair value of the Company’s long-term debt due to interest rate change movements. One swap converted $2.15 billion principal amount of the fixed rate notes due 2048 into floating rate debt for the portion of their terms from 2025 through 2048 with an interest rate based on SOFR. The other swap converted $1 billion principal amount of the fixed rate notes due 2038 into floating rate debt for the portion of their terms from 2032 through 2038 with an interest rate also based on SOFR. The 2024 Swaps have a mandatory early termination date of December 15, 2025 and are carried at fair value. Fair value hedge accounting has not been applied.

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The 2022 Swaps and 2024 Swaps are considered economic hedges of the Company’s fixed rate debt. As such, changes in the fair value and gain or loss from net interest settlement of the 2022 Swaps after the date of dedesignation and changes in the fair value of the 2024 Swaps since inception have been recorded in “Sundry income (expense) – net” in the interim Consolidated Statements of Operations. The amount charged related to interest rate swaps not designated as hedges was a gain of $191 million and $152 million for the three and nine months ended September 30, 2024, respectively, and zero for the three and nine months ended September 30, 2023.


NOTE 20 - 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 of Significant Other Observable Inputs (Level 2)
September 30, 2024December 31, 2023
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1
$322 $364 
Derivatives relating to: 2
Net investment hedge 96 96 
Interest rate swap agreements120 — 
Foreign currency contracts 3
27 37 
Total assets at fair value$565 $497 
Liabilities at fair value:
Derivatives relating to: 2
Interest rate swap agreements42 59 
Foreign currency contracts 3
13 34 
Total liabilities at fair value$55 $93 
1. Time deposits included in "Cash and cash equivalents" in the interim Condensed Consolidated Balance Sheets are held at amortized cost, which approximates fair value. "Restricted cash and cash equivalents" in the interim Condensed Consolidated Balance Sheets at September 30, 2024 are deposited in money market funds which are held at amortized cost and at December 31, 2023, included $405 million deposited within a qualified settlement fund consisting of treasury bills representing Level 1 fair value measurement investments, also held at amortized cost.
2. See Note 19 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
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 $7 million and zero respectively, for both assets and liabilities as of September 30, 2024. The offsetting counterparty and cash collateral netting amounts were $11 million and zero, respectively, for assets and liabilities as of December 31, 2023.

As part of the Donatelle Plastics Acquisition, the purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $85 million. The contingent earn-out liability was established using a Monte Carlo simulation and the significant assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs. The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue. Changes in the fair values of the contingent earn-out liability will be recognized in Sundry income/expense, net in the interim Consolidated Statements of Operations. The fair value of the contingent earn-out liability is reflected in “Accrued expenses and other liabilities” on the interim Condensed Consolidated Balance Sheets. See Note 3 for additional information.
Basis of Fair Value Measurements on a Recurring Basis of Significant Unobservable Inputs (Level 3)
September 30, 2024December 31, 2023
In millions
Liabilities at fair value:
Contingent earn-out liabilities
$(40)$— 
Total liabilities at fair value$(40)$— 


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NOTE 21 - SEGMENTS AND GEOGRAPHIC REGIONS
The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items. Reconciliations of these measures are provided on the following pages.

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 and are included within Operating EBITDA.

Segment InformationElectronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Three Months Ended September 30, 2024
Net sales$1,551 $1,382 $259 $3,192 
Operating EBITDA 1
$467 $364 $26 $857 
Equity in earnings (losses) of nonconsolidated affiliates$10 $5 $(1)$14 
Three Months Ended September 30, 2023
Net sales$1,368 $1,413 $277 $3,058 
Operating EBITDA 1
$383 $362 $30 $775 
Equity in earnings of nonconsolidated affiliates$3 $8 $— $11 
Nine Months Ended September 30, 2024
Net sales$4,424 $4,064 $806 $9,294 
Operating EBITDA 2
$1,260 $1,003 $74 $2,337 
Equity in earnings (losses) of nonconsolidated affiliates$33 $22 $(6)$49 
Nine Months Ended September 30, 2023
Net sales$3,976 $4,356 $838 $9,170 
Operating EBITDA 2
$1,094 $1,074 $59 $2,227 
Equity in earnings of nonconsolidated affiliates$11 $29 $— $40 
1.Corporate & Other includes activities of the Retained Businesses.
2.A reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA is provided below.
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Reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended September 30, 2024 and 2023
Three Months Ended September 30,
In millions20242023
Income from continuing operations, net of tax $480 $291 
+Provision for income taxes on continuing operations106 117 
Income from continuing operations before income taxes$586 $408 
+Depreciation and amortization306 294 
-
Interest income 1
14 34 
+
Interest expense 2
86 102 
-
Non-operating pension/OPEB benefit credits (costs) 1
4 (3)
-
Foreign exchange (losses) gains, net 1
(19)17 
+Future reimbursable indirect costs— 2 
-Significant items benefit (charge)122 (17)
Operating EBITDA $857 $775 
1.Included in "Sundry income (expense) - net."
2.The three months ended September 30, 2024 excludes interest rate swap basis amortization. Refer to details of significant items below.

Reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA for the Nine Months Ended September 30, 2024 and 2023
Nine Months Ended September 30,
In millions20242023
Income from continuing operations, net of tax $839 $833 
+Provision for income taxes on continuing operations310 287 
Income from continuing operations before income taxes$1,149 $1,120 
+Depreciation and amortization895 853 
-
Interest income 1
55 132 
+
Interest expense 2
281 295 
-
Non-operating pension/OPEB benefit credits (costs) 1
14 (7)
-
Foreign exchange (losses) gains, net 1
(19)(31)
+Future reimbursable indirect costs— 6 
-Significant items charge(62)(47)
Operating EBITDA $2,337 $2,227 
1.Included in "Sundry income (expense) - net."
2.The nine months ended September 30, 2024 excludes interest rate swap basis amortization. Refer to details of significant items below.

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The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA above:
Significant Items by Segment for the Three Months Ended September 30, 2024
Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Restructuring and asset related charges - net 1
$2 $— $(23)$(21)
Acquisition, integration and separation costs 2
(3)— (40)(43)
Inventory step-up amortization 3
(2)— — (2)
Inventory write-offs 4
— (2)— (2)
Interest rate swap items 5
— — 190 190 
Total$(3)$(2)$127 $122 
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Acquisition, integration and separation costs related to the Spectrum Acquisition and the Intended Business Separations.
3. Reflects the amortization of an inventory step-up adjustment related the Donatelle Plastics Acquisition.
4. Reflects adjustment for inventory write-offs recorded in “Cost of Sales" in connection with restructuring actions. See Note 6 for additional information.
5. Includes the non-cash mark-to-market gain related to the 2022 Swaps and 2024 Swaps, net interest settlement loss related to the 2022 Swaps and $1 million of basis amortization on the 2022 Swaps. Refer to Note 19 for further details.

Significant Items by Segment for the Three Months Ended September 30, 2023
Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Restructuring and asset related charges - net 1
$(4)$(1)$(3)$(8)
Acquisition, integration and separation costs 2
(9)— — (9)
Total$(13)$(1)$(3)$(17)
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Acquisition, integration and separation costs related to the Spectrum Acquisition.

Significant Items by Segment for the Nine Months Ended September 30, 2024
Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Restructuring and asset related charges - net 1
$(3)$(37)$(28)$(68)
Acquisition, integration and separation costs 2
(9)— (42)(51)
Inventory write-offs 3
— (26)— (26)
Inventory step-up amortization 4
(2)— — (2)
Loss on debt extinguishment 5
— — (74)(74)
Interest rate swap items 6
— — 151 151 
Income tax items 7
— — 8 8 
Total$(14)$(63)$15 $(62)
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Acquisition, integration and separation costs related to the Intended Business Separations and Spectrum Acquisition.
3. Reflects inventory write-offs recorded in “Cost of Sales” in connection with restructuring actions. See Note 6 for additional information.
4. Reflects the amortization of an inventory step-up adjustment related the Donatelle Plastics Acquisition.
5. Reflects the loss on extinguishment of debt related to the partial redemption of an aggregate principal amount of the 2038 Notes. Refer to Note 13 for further details.
6. Includes the non-cash mark-to-market gain related to the 2022 Swaps and 2024 Swaps, net interest settlement loss related to the 2022 Swaps and $1 million of basis amortization on the 2022 Swaps. Refer to Note 19 for further details.
7. Reflects the impact of an international tax audit.

Significant Items by Segment for the Nine Months Ended September 30, 2023
Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Restructuring and asset related charges - net 1
$(26)$— $(13)$(39)
Acquisition, integration and separation costs 2
(15)— — (15)
Gain on divestiture 3
7 1 (1)7 
Total$(34)$1 $(14)$(47)
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Acquisition, integration and separation costs related to the Spectrum Acquisition.
3. Reflected in "Sundry income (expense) - net."

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

•Overview
•Result of Operations
•Segment Results
•Changes in Financial Condition


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

As of September 30, 2024, the Company has $3.6 billion of working capital and approximately $1.6 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.
Intended Business Separations
On May 22, 2024, DuPont announced a plan to separate into three independent, publicly traded companies ("FutureCos") through the separations of DuPont’s Electronics and Water businesses ("Intended Business Separations"). DuPont expects to execute the proposed separations of Electronics and Water in a way that will be tax-free for DuPont shareholders for U.S. federal income tax purposes. Following completion of the Intended Business Separations, “new” DuPont would continue as a diversified industrial company. The Intended Business Separations are expected to be completed within 18 to 24 months from announcement and are subject to the satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinions from counsel, the filing and effectiveness of Form 10 registration statements with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

Mobility & Materials Divestitures
On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). DuPont acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”). The Delrin® Divestiture together with the divestiture of the majority of the historic Mobility & Materials segment (the "M&M Divestiture"), including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines, (collectively the "M&M Divestitures") represented a strategic shift that had a major impact on DuPont's operations and results.

The interim results of operations and the interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 present the financial results of the Delrin® Divestiture, as discontinued operations. The comprehensive income of the Delrin® Divestiture have not been segregated and are included in the 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 Delrin® Divestiture. See Note 4 to the interim Consolidated Financial Statements for additional information.
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Recent Developments
Macroeconomic Conditions
The Company anticipates year-over-year volume improvement throughout the remainder of the year driven by continued electronics market recovery as well as reduced destocking impact in areas such as water, medical packaging and biopharma. The Company continues to closely monitor macroeconomic as well as geopolitical developments.

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. In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common stock (the "Q1 2024 ASR Transaction").

In the second quarter of 2024, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $72 million. 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 October 16, 2024, the Board of Directors declared a fourth quarter 2024 dividend of $0.38 per share, payable on December 16, 2024, to shareholders of record on November 29, 2024.

On June 27, 2024, the Company announced that its Board of Directors declared a third quarter 2024 dividend of $0.38 per share which was paid on September 16, 2024, to shareholders of record on August 30, 2024.


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RESULTS OF OPERATIONS
Summary of Sales ResultsThree Months Ended
September 30,		Nine Months Ended
September 30,
In millions2024202320242023
Net sales$3,192 $3,058 $9,294 $9,170 

The following table summarizes sales variances by segment and geographic region from the prior year:
Sales Variances by Segment and Geographic Region
Percentage change from prior yearThree Months Ended September 30, 2024Nine Months Ended September 30, 2024
Local Price
 & Product Mix		CurrencyVolumePortfolio & OtherTotalLocal Price
 & Product Mix		CurrencyVolumePortfolio & OtherTotal
Electronics & Industrial(1)%(1)%11 %4 %13 %(2)%(1)%7 %7 %11 %
Water & Protection(2)— — — (2)(1)(1)(5)— (7)
Corporate & Other 1
(2)— (4)— (6)(2)— (2)— (4)
Total(2)%(1)%5 %2 %4 %(2)%(1)%1 %3 %1 %
U.S. & Canada(1)%— %(1)%4 %2 %(1)%— %(3)%8 %4 %
EMEA 2
(1)(1)2 1 1 (2)— (3)1 (4)
Asia Pacific(2)(1)11 — 8 (2)(2)5 — 1 
Latin America(3)(1)4 2 2 (1)— 1 4 4 
Total(2)%(1)%5 %2 %4 %(2)%(1)%1 %3 %1 %
1.Corporate & Other includes activities of the Retained Businesses and previously divested businesses.
2.Europe, Middle East and Africa.

The Company reported net sales for the three months ended September 30, 2024 of $3.2 billion, up 4 percent from $3.1 billion for the three months ended September 30, 2023, due to a 5 percent increase in volume and a 2 percent increase related to portfolio actions partially offset by 2 percent declines in local price and product mix and 1 percent unfavorable currency impacts. The increase in portfolio actions was mainly attributable to the acquisition of Spectrum in August 2023, and the acquisition of Donatelle Plastics in July 2024. The volume increase in Electronics & Industrial (up 11 percent) was partially offset by Corporate & Other (down 4 percent). Local price and product mix declined slightly across all regions. Currency was down 1 percent compared with the same period last year driven by most regions.

Net sales for the nine months ended September 30, 2024 and 2023 were approximately $9.3 billion and $9.2 billion, up 1 percent. The slight increase was due to a 3 percent increase related to portfolio actions and a 1 percent increase in volume partially offset by a 2 percent decline in local price and product mix, and a 1 percent unfavorable currency impact. The portfolio actions are primarily related to the Spectrum Acquisition. The volume increase in Electronics & Industrial (up 7 percent) was partially offset by Water & Protection (down 5 percent) and Corporate & Other (down 2 percent). The local price and product mix decrease was primarily driven by 2 percent declines in both Asia Pacific and EMEA. Currency was down 1 percent compared with the same period last year, driven by Asia Pacific (down 2 percent).

Cost of Sales
Cost of sales was $2.0 billion for both the three months ended September 30, 2024 and 2023. Cost of sales remained relatively flat for the three months ended September 30, 2024 primarily due to higher cost of sales from increased sales volume and the incremental impact of the Spectrum Acquisition, offset by decreases in cost of sales related to increased productivity and lower raw material costs.

Cost of sales as a percentage of net sales for the three months ended September 30, 2024 was 63 percent compared with 64 percent for the three months ended September 30, 2023. The slight decrease as a percentage of sales for the three months ended September 30, 2024 as compared with the same period of the prior year was primarily due to lower raw material costs and increased productivity partially offset by the incremental impact of the Spectrum Acquisition.

Cost of sales was $5.9 billion for the nine months ended September 30, 2024, down slightly from $6.0 billion for the nine months ended September 30, 2023. Cost of sales decreased for the nine months ended September 30, 2024 primarily due to increased productivity and lower raw material, logistics and energy costs offset by the incremental impact of the Spectrum Acquisition and raw material inventory write-offs in connection with the 2023-2024 Restructuring Program.

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Cost of sales as a percentage of net sales for the nine months ended September 30, 2024 was 64 percent compared with 65 percent for the nine months ended September 30, 2023. The slight decrease as a percentage of sales for the nine months ended September 30, 2024 compared to the prior period was primarily due to increased productivity and lower raw material, logistics and energy costs offset by the incremental impact of the Spectrum Acquisition and raw material inventory write-offs in connection with the 2023-2024 Restructuring Program.

Research and Development Expenses ("R&D")
R&D expenses totaled $134 million in the third quarter of 2024, up from $128 million in the third quarter of 2023. R&D as a percentage of net sales was consistent period over period at 4 percent for the three months ended September 30, 2024 and 2023.

R&D expenses totaled $393 million in first nine months of 2024, up from $380 million in the first nine months of 2023. R&D as a percentage of net sales was consistent period over period at 4 percent for the nine months ended September 30, 2024 and 2023.

Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $387 million in the third quarter of 2024, up from $360 million in the third quarter of 2023. SG&A as a percentage of net sales remained consistent at 12 percent for the three months ended September 30, 2024 and 2023. The increase for the three months ended September 30, 2024 as compared with the same period of the prior year was primarily due to higher variable compensation, higher personnel-related expenses and the incremental cost from the Spectrum Acquisition.

For the first nine months of 2024, SG&A expenses were $1,189 million up from $1,058 million in the first nine months of 2023. SG&A as a percentage of net sales increased period over period at 13 percent and 12 percent for the nine months ended September 30, 2024 and 2023, respectively. The increase for the nine months ended September 30, 2024 as compared with the same period of the prior year was primarily due to higher variable compensation, incremental costs from the Spectrum Acquisition and an increase in legal expenses.

Amortization of Intangibles
Amortization of intangibles was $149 million in the third quarter of 2024, down from $155 million in the third quarter of 2023. In the first nine months of 2024, amortization of intangibles was $449 million, relatively consistent from $448 million in the same period of the prior year. The decrease for the three months ended September 30, 2024 as compared with the same period of the prior year was primarily due to the absence of amortization in 2024 from fully amortized assets.

Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $21 million in the third quarter of 2024, up from $8 million charges in the third quarter of 2023. The activity in the third quarter of 2024 is primarily related to the 2023-2024 Restructuring Program, while the activity in the third quarter of 2023 is primarily related to the 2022 Restructuring Program.

In the first nine months of 2024, restructuring and asset related charges - net were $68 million up from $39 million charges in the same period last year. The activity in the first nine months of 2024 is primarily related to the 2023-2024 Restructuring Program, while the activity in the first nine months of 2023 is primarily related to the 2022 Restructuring Program.

See Note 6 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 $43 million and $9 million for the three months ended September 30, 2024 and 2023, respectively. In the first nine months of 2024, acquisition, integration and separation costs were $51 million, up from $15 million in the same period of the prior year. For the three and nine months ended September 30, 2024, these costs were primarily associated with the Intended Business Separations, while the three and nine months ended September 30, 2023 were associated with the execution of activities related to strategic initiatives, including the Spectrum Acquisition.

Equity in Earnings of Nonconsolidated Affiliates
The Company's share of the earnings of nonconsolidated affiliates was $14 million in the third quarter of 2024, up from $11 million in the third quarter of 2023. In the first nine months of 2024, the Company's share of the earnings of nonconsolidated affiliates was $49 million, up from $40 million in the first nine months of 2023. The increase in 2024 is due to higher earnings in the underlying nonconsolidated affiliates.

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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, losses on debt extinguishments and assets, non-operating pension and other post-employment benefit plan credits or costs, interest rate swap mark-to-market adjustments, interest rate swap net interest settlement and certain litigation matters. Sundry income (expense) - net in the third quarter of 2024 was $199 million of income compared with $55 million of income in the third quarter of 2023. The three months ended September 30, 2024, included a $191 million gain related to interest rate swap activity including mark-to-market adjustments. Interest income was $14 million and $34 million for the three months ended September 30, 2024 and 2023, respectively. The decrease in interest income period over period is due to the decreased cash balance in 2024. The three months ended September 30, 2024 included a $19 million net foreign exchange loss while the three months ended September 30, 2023 included a $17 million net foreign exchange gain.

In the first nine months of 2024, sundry income (expense) - net was income of $150 million compared with income of $112 million in the first nine months of 2023. The first nine months of 2024 included a $152 million net gain related to interest rate swap activity including mark-to-market adjustments and $55 million of interest income partially offset by a $74 million loss on debt extinguishment and a $19 million loss on foreign currency exchange. The first nine months of 2023 included interest income of $132 million, partially offset by foreign currency exchange losses of $31 million.

See Notes 7 and 19 to the interim Consolidated Financial Statements for additional information.

Interest Expense
Interest expense was $87 million and $102 million for the three months ended September 30, 2024 and 2023, respectively, and $282 million and $295 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease in interest expense from the prior year is primarily due to the absence of interest expense on the $300 million floating-rate long-term senior unsecured notes that matured in November 2023 and the partial redemption of $650 million aggregate principal amount of the 2038 notes during the second quarter 2024, partially offset by a reduction in capitalized interest.

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 third quarter of 2024 was 18.1 percent, compared with an effective tax rate of 28.7 percent for the third quarter of 2023. The decrease of the effective tax rate for the third quarter of 2024 compared to the third quarter of 2023 was primarily driven by certain discrete tax benefits, including the settlement of an international tax audit in the quarter.

For the first nine months of 2024, the effective tax rate on continuing operations was 27.0 percent, compared with 25.6 percent for the first nine months of 2023. The higher effective tax rate in 2024 thus far was driven by the geographic mix of earnings offset by the U.S. taxation of foreign operations as well as certain discrete tax expenses, including the settlement in the second quarter of an international tax audit for which the Company is partially indemnified.
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SEGMENT RESULTS
The revenues and certain expenses of the Delrin® Divestiture are classified as discontinued operations for the three and nine months ended September 30, 2024. In addition, the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines within the historical Mobility & Materials segment (the "Retained Businesses") were not included in the scope of the M&M Divestitures and are included in Corporate & Other.

Historical Delrin® costs that were classified as discontinued operations 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 and are included within Operating EBITDA.

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC and certain related real estate (together, "Donatelle Plastics"), (the "Donatelle Plastics Acquisition"). Donatelle Plastics is being integrated into Industrial Solutions within the Electronics & Industrial segment.

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 Industrial Solutions within 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 / other post-employment benefits (“OPEB”) / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items.


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ELECTRONICS & INDUSTRIAL
The Electronics & Industrial segment is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics including mobile devices, 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 critical polymer-based components and devices for medical and other industrial markets.
Electronics & IndustrialThree Months EndedNine Months Ended
In millionsSeptember 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net sales$1,551 $1,368 $4,424 $3,976 
Operating EBITDA$467 $383 $1,260 $1,094 
Equity in earnings of nonconsolidated affiliates$10 $3 $33 $11 
Electronics & IndustrialThree Months EndedNine Months Ended
Percentage change from prior yearSeptember 30, 2024September 30, 2024
Change in Net Sales from Prior Period due to:
Local price & product mix
(1)%(2)%
Currency
(1)(1)
Volume
11 7 
Portfolio & other
4 7 
Total
13 %11 %
Electronics & Industrial net sales were $1,551 million for the three months ended September 30, 2024, up 13 percent from $1,368 million for the three months ended September 30, 2023. Net sales increased due to an 11 percent increase in volume and a 4 percent increase in portfolio actions partially offset by a 1 percent decline in local price and product mix and a 1 percent unfavorable currency impact. Volume growth in Semiconductor Technologies and Interconnect Solutions was partially offset by slight declines in Industrial Solutions. Within Semiconductor Technologies, volume gains were driven by continued semiconductor demand recovery, primarily due to artificial intelligence ("AI") technology applications and increased demand in China. Broad based volume growth in Interconnect Solutions driven by consumer electronics recovery, share gains and demand from AI driven technology was partially offset by local price and product mix. Slight volume declines in Industrial Solutions as ongoing channel inventory destocking for Kalrez® were partly offset by increased demand in printing and packaging applications. The portfolio impact reflects the August 2023 acquisition of Spectrum and the July 2024 acquisition of Donatelle Plastics. The unfavorable currency impact is primarily driven by the Japanese yen.

Operating EBITDA was $467 million for the three months ended September 30, 2024, up 22 percent compared with $383 million for the three months ended September 30, 2023, primarily due to volume growth and the impact of increased production rates in Semiconductor Technologies and Interconnect Solutions, the earnings contribution from the Spectrum and Donatelle Plastics acquisitions partially offset by higher variable compensation.

Electronics & Industrial net sales were $4,424 million for the nine months ended September 30, 2024, up 11 percent from $3,976 million for the nine months ended September 30, 2023. Net sales increased due to 7 percent increases in both volume and portfolio actions partially offset by a 2 percent decline in local price and product mix and a 1 percent unfavorable currency impact. Volume growth in Semiconductor Technologies and Interconnect Solutions was partially offset by declines in Industrial Solutions. Within Semiconductor Technologies, volume gains were driven by continued semiconductor demand recovery, primarily due to AI technology applications, as well as higher volume in OLED materials led by new product launches. Broad based volume growth in Interconnect Solutions driven by consumer electronics market recovery and demand from AI driven technology was partially offset by local price and product mix declines, including the impact of lower pass-through metals. Volume declines in Industrial Solutions were related to channel inventory destocking, primarily for Kalrez® and biopharma markets. The portfolio impact reflects the August 2023 acquisition of Spectrum and the July 2024 acquisition of Donatelle Plastics. The unfavorable currency impact is primarily driven by the Japanese yen.

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Operating EBITDA was $1,260 million for the nine months ended September 30, 2024, up 15 percent compared with $1,094 million for the nine months ended September 30, 2023, primarily due to volume growth, the impact of increased production rates in Semiconductor Technologies and Interconnect Solutions, the earnings contribution from the Spectrum acquisition and higher equity earnings partially offset by higher selling and administrative costs.


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 EndedNine Months Ended
In millionsSeptember 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net sales$1,382 $1,413 $4,064 $4,356 
Operating EBITDA$364 $362 $1,003 $1,074 
Equity in earnings of nonconsolidated affiliates$5 $8 $22 $29 
Water & ProtectionThree Months EndedNine Months Ended
Percentage change from prior yearSeptember 30, 2024September 30, 2024
Change in Net Sales from Prior Period due to:
Local price & product mix
(2)%(1)%
Currency
— (1)
Volume
— (5)
Portfolio & other
— — 
Total
(2)%(7)%

Water & Protection net sales were $1,382 million for the three months ended September 30, 2024, down 2 percent from $1,413 million for the three months ended September 30, 2023 due to a 2 percent decline in local price and product mix primarily from Safety Solutions. Volume gains in Water Solutions were offset by volume declines in Safety Solutions and Shelter Solutions. Water Solutions volume gains were driven by strength in ultrafiltration along with continued volume recovery in China. Safety Solutions volume declines were primarily related to medical packaging products. Shelter Solutions slight volume declines are related to lower demand in North America residential construction markets partially offset by growth in commercial construction.

Operating EBITDA was $364 million for the three months ended September 30, 2024, up 1 percent compared with $362 million for the three months ended September 30, 2023, as productivity and savings from restructuring actions as well as the impact of lower product costs were mostly offset by higher variable compensation.

Water & Protection net sales were $4,064 million for the nine months ended September 30, 2024, down 7 percent from $4,356 million for the nine months ended September 30, 2023. Net sales decreased due to a 5 percent decline in volume, and 1 percent declines related to local price and product mix and unfavorable currency impacts. Safety Solutions had volume declines mainly due to channel inventory destocking, primarily in medical packaging products within healthcare markets as well as lower local price and product mix. Water Solutions volume declines were primarily due to distributor inventory destocking and weaker industrial demand in China. Shelter Solutions sales were relatively flat. The unfavorable currency impact is primarily driven by the Japanese yen, and Chinese yuan, partially offset by the Euro.

Operating EBITDA was $1,003 million for the nine months ended September 30, 2024, down 7 percent from $1,074 million the nine months ended September 30, 2023, as decreased volumes and higher variable compensation were partially offset by the impact of lower product costs as well as productivity and savings from restructuring actions.



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CORPORATE AND OTHER
Corporate & Other includes sales and activity of the Retained Businesses including the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines. Related to the Delrin® Divestiture, Corporate & Other includes DuPont's equity interest in Derby Holdings Group, Stranded Costs and 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.
Corporate & OtherThree Months EndedNine Months Ended
In millionsSeptember 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net sales$259 $277 $806 $838 
Operating EBITDA$26 $30 $74 $59 
Equity in earnings (losses) of nonconsolidated affiliates$(1)$— $(6)$— 


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CHANGES IN FINANCIAL CONDITION
Liquidity & Capital Resources
Information related to the Company's liquidity and capital resources can be found in the Company's 2023 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 nine months ended September 30, 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 millionsSeptember 30, 2024December 31, 2023
Cash and cash equivalents$1,645 $2,392 
Total debt $7,170 $7,800 

The Company's cash and cash equivalents at September 30, 2024 and December 31, 2023 were $1.6 billion and $2.4 billion, respectively, of which approximately $1.2 billion at September 30, 2024 and $1.3 billion at December 31, 2023 were held by subsidiaries in foreign countries, including United States territories. The change in the balance in cash and cash equivalents held by subsidiaries in foreign countries is due to cash flows during the period, 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 and cash equivalents.

Total debt at September 30, 2024 and December 31, 2023 was $7,170 million and $7,800 million, respectively. The decrease in total debt primarily reflects the partial redemption of $650 million senior notes due 2038 discussed below.

As of September 30, 2024, the Company is contractually obligated to make future cash payments of $7.3 billion and $4.2 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, no payments will be due in the next twelve months. Related to interest, $359 million will be due in the next twelve months, and the remainder will be due subsequent to September 30, 2025. The majority of interest obligations will be due in 2029 or later.

Capital Structure Actions
On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 notes, in accordance with their terms. The partial redemption occurred on June 15, 2024, at the redemption price set forth in the indenture of the 2038 notes. The Company funded the repayment with cash on hand. As a result of the early redemption of the debt, for the nine months ended September 30, 2024, the Company incurred a loss of approximately $74 million, which consisted of the redemption premium, write-off of the deferred debt issuance costs and the basis adjustment from fair value hedge accounting on the 2022 Swaps associated with this borrowing. See Note 19 for further detail on the 2022 Swaps.

DuPont expects to repay, redeem, repurchase, or exchange some or all of its other senior notes, which could include redemptions, tender offers, open market purchases, privately negotiated transactions, or other transactions or a combination of any of them, which will be on pricing terms that are determined at the time of any such transaction. Such transactions will depend on liquidity considerations, contractual and legal restrictions, prevailing market conditions and other factors.

Revolving Credit Facilities
On May 8, 2024, the Company entered into a $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). The 364-Day Revolving Credit Facility will be used for general corporate purposes. Prior to entering the new facility, the Company held another $1 billion 364-day revolving credit facility. There were no drawdowns of either facility during the nine month period ended September 30, 2024.

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Water District Settlement Agreement
In 2023, the Company utilized the MOU escrow account balance of approximately $100 million and cash on hand to make its $400 million contribution to the Water District Settlement Fund. The judgment became final in April 2024, therefore $400 million contribution, plus interest, to the Water District Settlement Fund is reflected as a cash outflow within cash flows from discontinued operations during the nine month period ended September 30, 2024. See Note 14 to the interim Consolidated Financial Statement for additional information.

Credit Ratings
The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value and remuneration. At October 31, 2024, DuPont's credit ratings were as follows:

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

In the second quarter of 2024, Standard & Poor’s and Fitch Ratings placed the Company on credit watch negative and Moody’s Investors Service placed the Company on outlook negative following the Company’s announcement to separate into FutureCos.

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The $1B 364-Day Revolving Credit Facility contains 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 September 30, 2024, the Company was in compliance with this financial covenant.

Summary of Cash Flows
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 Summary
Nine Months Ended
In millions
September 30, 2024September 30, 2023
Cash provided by (used for) from continuing operations:
Operating activities$1,757 $1,545 
Investing activities
$(725)$(919)
Financing activities
$(1,671)$(2,359)
Cash used in discontinued operations$(469)$(236)
Effect of exchange rate changes on cash, cash equivalents and restricted cash$(9)$(56)

Cash Flows from Operating Activities - Continuing Operations
In the first nine months of 2024, cash provided by operating activities of continuing operations was $1,757 million, compared with $1,545 million in the same period last year. The increase in cash provided by operating activities of continuing operations is primarily from higher earnings and the impact from the settlement of foreign currency contracts related to the net monetary asset hedging program partially offset by increase in cash used by net working capital.

The table below reflects net working capital on a continuing operations basis:
Net Working Capital
September 30, 2024December 31, 2023
In millions (except ratio)
Current assets
$6,439 $7,514 
Current liabilities
2,825 3,098 
Net working capital$3,614 $4,416 
Current ratio2.28:12.43:1

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Cash Flows from Investing Activities - Continuing Operations
In the first nine months of 2024, cash used for investing activities of continuing operations was $725 million, compared with $919 million in the first nine months of 2023. The decrease in cash used for investing activities of continuing operations is primarily attributable to the decline of cash going towards acquisition of property and businesses partially offset by the absence of proceeds from sales and maturity of investments.

Cash Flows from Financing Activities - Continuing Operations
In the first nine months of 2024, cash used for financing activities of continuing operations was $1,671 million compared with $2,359 million in the same period last year. The decrease in cash used for financing activities of continuing operations is primarily attributable to the decrease in share buyback activities partially offset by the partial redemption of the 2038 notes.

Cash Flows from Discontinued Operations
In the first nine months of 2024, cash used from discontinued operations was $469 million compared with $236 million in the same period last year. The cash used from discontinued operations primarily includes $408 million related to the Water District Settlement Fund that was removed from Restricted cash and cash equivalents in the second quarter 2024 upon final judgment, along with other MOU activity and transaction costs. Refer to Notes 4 and 14 to the interim Consolidated Financial Statements for additional information. For the nine months ended September 30, 2023, the interim Consolidated Statements of Cash Flows present the cash flows of Delrin® and transaction costs from the M&M Divestiture as discontinued operations.

Dividends
On February 5, 2024, the Board of Directors declared a first quarter 2024 dividend of $0.38 per share, paid on March 15, 2024, to shareholders of record on February 29, 2024.

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

On June 27, 2024, the Board of Directors declared a third quarter 2024 dividend of $0.38 per share, paid on September 16, 2024, to shareholders of record on August 30, 2024

On October 16, 2024, the Company announced that its Board declared a fourth quarter dividend of $0.38 per share payable on December 16, 2024, to shareholders of record on November 29, 2024.

Share Buyback Programs
In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three intended financial counterparties to repurchase an aggregate of $2 billion of common stock ("$2B ASR Transaction"). DuPont paid an aggregate of $2 billion to the counterparties and received initial deliveries of 21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $1.6 billion. In the first quarter of 2024, the $2B ASR Transaction was completed. The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, 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 completion of the $2B ASR Transaction effectively completed the $5B Share Buyback Program and the Company's stock repurchase authorization.

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”). 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. At this time and with the continued focus on the Intended Business Separations, the Company does not currently plan to complete the remaining authorization under the $1B Share Buyback Program.

In the 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 were 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.

In the second quarter 2024, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as a
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reduction of retained earnings of $72 million. 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 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 $19 million by year-end 2024 to pension and other post-employment benefit plans. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

Restructuring
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"). As a result, the Company recorded pre-tax restructuring charges of $179 million inception-to-date, consisting of severance and related benefit costs of $100 million and asset related charges of $79 million. At September 30, 2024, total liabilities related to the 2023-2024 Restructuring Program were $51 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the interim Consolidated Balance Sheets. Inventory write-offs for plant line closures in connection with the 2023-2024 Restructuring Program were $26 million in "Cost of Sales" within the interim Consolidated Statements of Operations for the nine months ended September 30, 2024. The Company expects the program to be substantially complete by the end of 2024. See Note 6 and 21 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Note 19 to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the Company's 2023 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 September 30, 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.


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DuPont de Nemours Inc.
PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for third party property damage or personal injury stemming from alleged environmental torts. Information regarding certain of these matters is set forth below and in Note 14 to the interim Consolidated Financial Statements.

Litigation
See Note 14 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, which continue between Denka, EPA, DOJ, DEQ and DuPont 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.

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.”


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ITEM 1A. RISK FACTORS
Other than the risk factors set forth below, 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, 2023.

The factors described below represent the Company's principal risks related to the Intended Business Separations.

DuPont may be unable to achieve all the benefits that it expects to achieve from the Intended Business Separations, if the Intended Business Separations are effected at all.
The success of the Intended Business Separations ultimately depends on, among other things, DuPont's ability to internally separate the Electronics and Water businesses in a manner that facilitates the Intended Business Separations on a U.S. federal income tax-free basis and enables the future Electronics and Water companies as well as “new” DuPont, as an industrials-focused company, (the “FutureCos” and each, a “FutureCo”), to benefit from increased focus and agility in their respective industries.

DuPont, and each of its businesses, has and continues to benefit from efficiencies through the optimization of its global footprint, leveraging of corporate, procurement and functional services and costs across all of its businesses. While the Intended Business Separations are expected to create dis-synergies, the intent is to stand the FutureCos in a way that is favorably competitive for each FutureCo’s respective industry.

The separation and distribution transactions necessary to effectuate the Intended Business Separations will be complex, costly and time-consuming, and are subject to difficulties, uncertainties and unanticipated risks, each of which may diminish the benefits the Company expects to realize from the Intended Business Separations. These include, but are not limited to:

•delays, both generally and as a result of failure to satisfy all of the required conditions to the Intended Business Separations;
•unanticipated developments or changes, including changes in law, macroeconomic environment, market conditions or regulatory or political conditions;
•difficulties in optimizing the Intended Business Separations in an efficient and effective manner to achieve business opportunities and growth prospects;
•costs or inefficiencies associated with dis-synergies related to the Intended Business Separations, including due to increased borrowing costs;
•the diversion of management’s attention from ongoing business concerns and performance shortfalls at the Company as result of the devotion of management’s attention to the Intended Business Separations;
•the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the Intended Business Separations;
•unanticipated issues in creating information technology, communications programs, financial procedures and operations, and other systems, procedures and policies;
•impact on relationships with employees, suppliers, customers, distributors, licensors and other stakeholders;
•tax costs or inefficiencies associated with creating the operations of the Intended Business Separations; and
•potential negative reactions from the financial markets if the Company fails to complete the Intended Business Separations, as currently expected, within the anticipated time frame or at all.

If the Intended Business Separations are completed, each of the FutureCos will incur ongoing costs of operating as independent companies that will no longer be shared, and each of the FutureCos will be smaller, less diversified companies with more limited businesses concentrated in their respective industries than DuPont is today. As a result, the FutureCos may be more vulnerable to changing market conditions, be subject to costs that exceed the Company’s estimates and the Intended Business Separations may result in existing shareholders divesting the stock of the FutureCos where investment strategies no longer align, which may affect the market price of the respective FutureCos’ common stock following the consummation of the Intended Business Separations. Each of these risks may diminish the benefits the Company expects to realize from the Intended Business Separation. Further, if the Intended Business Separations are ultimately not consummated, the anticipated benefits, operational efficiencies, business opportunities and growth prospects may not be realized fully or at all, or may take longer to realize than expected, and the value of common stock, the revenues, levels of expenses and results of operations of the Company and the FutureCos may be adversely affected. In addition, the Company will have incurred costs (which may be significant) without realizing the benefits of such transaction.

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The Intended Separation Transactions may adversely impact DuPont’s ability to access the capital markets and its cost of capital.
The Intended Business Separations may have the effect of, among other things:
•requiring the Company to dedicate significant cash flow to the Company’s debt, including, without limitation, the payment of principal and interest, payment of costs associated with the refinance, repayment, redemption, repurchase or exchange of the Company’s outstanding debt, and payment of costs associated with the Intended Business Separations, which will reduce funds the Company has available for other purposes;
•exposing the Company to interest rate risk at the time of refinancing outstanding debt or on the portion of the Company’s debt obligations that are issued at variable rates;
•increasing the borrowing costs associated with the re-allocation or taking on of new debt; and
•although the Company expects to maintain investment grade ratings, resulting in downgrades of the Company’s credit ratings leading to increased borrowing costs to the Company.

DuPont’s primary sources of liquidity to finance operations, including stock repurchases and dividends on its common stock, is cash generated by its businesses and access to the debt capital markets. Further, DuPont expects to repay, redeem, repurchase or exchange all of its senior notes, of which there are about $7.1 billion aggregate principal amount outstanding, with maturities in 2025, 2028, 2038 and 2048. If the Company’s ability to continue to raise money in the debt capital markets is impaired, or if there is a significant increase in the cost of debt, there may be a significant negative effect on the Company’s liquidity. If the Company is unable to generate sufficient cash flow or maintain access to adequate external financing, it could restrict the Company’s current operations, activities under its current and future stock buyback programs, and the Company’s growth opportunities, which could adversely affect the Company’s operating results.

If either distribution, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then DuPont could be subject to significant tax liability.
It is expected that DuPont will receive a tax opinion from Skadden, Arps, Slate, Meagher & Flom LLP, its tax counsel, as a condition to each distribution, in form and substance acceptable to DuPont, substantially to the effect that, among other things, each such distribution along with certain related transactions will qualify for non-recognition treatment under the Internal Revenue Code of 1986, as amended (the “Code,” and such opinion, the “Tax Opinion”). The Tax Opinion is expected to rely on certain facts, assumptions, and undertakings, and certain representations from DuPont and the FutureCos, regarding the past and future conduct of each of the three businesses and other matters. Notwithstanding the receipt of the Tax Opinion, the Internal Revenue Service (the “IRS”) could determine on audit that either, or both, of the distributions and/or certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distributions should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion. If the distributions and/or certain related transactions fail to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law, it is expected that DuPont could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.

Generally, corporate taxes resulting from the failure of a distribution to qualify for tax-free treatment for U.S. federal income tax purposes would be imposed on DuPont. Under a tax matters agreement expected to be entered into between DuPont and the FutureCos, the responsibility for such taxes may be allocated to the FutureCos under certain circumstances and each FutureCo may be obligated to indemnify DuPont against any such taxes imposed on it. To the extent that DuPont is responsible for any liability as a result of the failure of either distribution and/or certain related transactions to qualify for non-recognition treatment for U.S. federal income tax purposes, there could be a material adverse impact on DuPont’s business, financial condition, results of operations and cash flows in reporting periods following the Intended Business Separations.


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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Issuer Purchases of Equity Securities
For the three months ended September 30, 2024, there were no purchases of the Company’s common stock. At September 30, 2024, $500 million is the approximate dollar value of shares that remain authorized for repurchase under the $1B Share Buyback Program repurchase authorization.


ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


ITEM 5. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the three months ended September 30, 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.


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ITEM 6. EXHIBITS
EXHIBIT NO.DESCRIPTION
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 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.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL 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.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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


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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: November 5, 2024

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

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