What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-15 · 612 added, 575 removed, 1920 unchanged (38% of the section changed)

7 unchanged sentences

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

In connection with the M&M Divestiture, there were several processes, policies, operations, technologies and information systems, each along with underlying data relevant to the M&M Divestiture, that were transferred or separated.

Through the quarter ended December 31, 2022, the Company continued to take steps to ensure that adequate controls were designed and maintained throughout this transition period.

Management's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 excluded Spectrum Plastics Group, which was acquired by the Company in August 2023.

The total assets and total net sales of Spectrum Plastics Group excluded from management’s assessment of internal control over financial reporting represent less than 1 percent and less than 2 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting in the year of acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission.

The Company has completed its evaluation of its internal controls and has concluded that the Company's system of internal controls over financial reporting was effective as of December 31, 2023 (see page F-2).

OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed April 30, 2021.

Sixth Amended and Restated Bylaws of DuPont de Nemours, Inc.

incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed October 20, 2022.

Amended and Restated Bylaws of DuPont de Nemours, Inc.

incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed March 30, 2023.

Description of Capital Stock incorporated by reference to Exhibit 4.1 to DuPont de Nemours, Inc.

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Current Report on Form 8-K filed on November 28, 2018.

Settlement Agreement, dated June 30, 2023, by and among The Chemours Company, The Chemours Company FC, LLC, DuPont de Nemours, Inc., Corteva Inc.

du Pont de Nemours and Company n/k/a EIDP, Inc.

and representatives of certain U.S.

public water systems as set out therein, incorporated by reference to Exhibit 2.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed June 30, 2023.

Memorandum of Understanding, dated January 22, 2021, by and among DuPont de Nemours, Inc., Corteva, Inc., E.

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Current Report on Form 8-K filed February 4, 2021.

Intellectual Property Cross-License Agreement, dated February 1, 2021, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc.

and the other parties identified therein incorporated by reference to Exhibit 10.2 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed February 4, 2021.

Separation and Distribution Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc.

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Current Report on Form 8-K filed April 2, 2019.

Tax Matters Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc.

and Corteva, Inc.

incorporated by reference to Exhibit 10.1 to the DowDuPont Inc.

Current Report on Form 8-K filed April 2, 2019.

Intellectual Property Cross-License Agreement, effective as of April 1, 2019, by and among DowDuPont Inc.

and Dow Inc., incorporated by reference to Exhibit 10.3 to the DowDuPont Inc.

Current Report on Form 8-K filed April 2, 2019.

Letter Agreement, effective as of June 1, 2019 by and between DuPont de Nemours, Inc.

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Current Report on Form 8-K filed June 3, 2019.

Transaction Agreement by and among DuPont de Nemours, Inc., DuPont E&I Holding, Inc.

and Celanese Corporation, dated February 17, 2022**†, incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc.

Current Report on Form 8-K filed February 22, 2022.

DuPont de Nemours, Inc.

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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

DuPont Incentive Compensation Clawback Policy, effective October 2, 2023.

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.

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LOWERY Director February 15, 2024

/s/ RAYMOND J.

MILCHOVICH Director February 15, 2023

/s/ DEANNA M.

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Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2023.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 excluded Spectrum Plastics Group, which was acquired by the Company in August 2023.

The total assets and total net sales of Spectrum Plastics Group excluded from management’s assessment of internal control over financial reporting represent about less than 1 percent and less than 2 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, as stated in its report, which is presented on the following pages.

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Spectrum Plastics Group from its assessment of internal control over financial reporting as of December 31, 2023 because it was acquired by the Company in a purchase business combination during 2023.

We have also excluded Spectrum Plastics Group from our audit of internal control over financial reporting.

Spectrum Plastics Group is a wholly-owned subsidiary whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting represent less than 1 percent and less than 2 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill impairment analyses for Mobility & Materials Divestitures disposal groups and certain reporting units resulting from the segment realignment and certain annual goodwill impairment analyses

As described in Notes 4 and 14 to the consolidated financial statements, as of December 31, 2022 there was $16.7 billion of goodwill presented in the consolidated balance sheet and $0.4 billion of goodwill associated with the M&M Divestitures disposal group presented in assets of discontinued operations.

Management tests goodwill for impairment annually during the fourth quarter or more frequently when events or changes in circumstances indicate the fair value may be below carrying value.

During the first quarter of 2022, in conjunction with the announcement of the divestiture of the majority of the historical Mobility & Materials (“M&M”) segment and the determination that certain historical M&M businesses (“M&M Divestitures disposal groups”) met the criteria to be classified as held-for-sale and presented as discontinued operations, the Company realigned certain reporting units previously reported within the historical M&M segment to Corporate & Other.

This announcement and the related realignment served as triggering events requiring management to perform impairment analyses related to goodwill carried by the impacted reporting units as of the announcement.

As part of the announcement and segment realignment, management assessed and re-aligned certain reporting units and M&M Divestitures disposal groups, including a reallocation of goodwill on a relative fair value basis, as applicable, to the newly identified reporting units and M&M Divestitures disposal groups.

Goodwill impairment analyses were then performed for the M&M Divestitures disposal groups and new reporting units reported within the Corporate & Other segment.

No impairments were identified as a result of the interim or annual impairment analyses described above.

Fair value of the reporting units and the M&M Divestitures disposal groups were estimated using a combination of an income approach and/or market approach.

Management’s assumptions in estimating fair value include projected revenue, gross margins, selling, administrative, research and development expenses (“SARD”), capital expenditures, the weighted average costs of capital, the terminal growth rates, and the forecasted tax rate for the income approach and projected Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and market multiples for the market approach.

The principal considerations for our determination that performing procedures relating to the goodwill impairment analyses for M&M Divestitures disposal groups and certain reporting units resulting from the announcement and segment realignment and certain annual goodwill impairment analyses is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the M&M Divestitures disposal groups and certain reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, gross margins, SARD, capital expenditures, the weighted average costs of capital, the terminal growth rates, the forecasted tax rate, projected EBITDA, and market multiples;

Goodwill impairment – Protection reporting unit

As described in Notes 1 and 14 to the consolidated financial statements, as of December 31, 2023, the Company’s consolidated goodwill balance was $16.7 billion, and the goodwill associated with the Protection reporting unit was $4.8 billion.

Management tests goodwill for impairment at the reporting unit level annually during the fourth quarter, or more frequently when events or changes in circumstances indicate the fair value of a reporting unit has more likely than not declined below its carrying value.

Management performed quantitative testing on the Protection reporting unit using a combination of the discounted cash flow model (a form of the income approach) and the Guideline Public Company Method (a form of market approach).

As a result of the analysis performed, management concluded the carrying amount of the Protection reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge of $804 million.

As disclosed by management, under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

Management uses internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for each reporting unit.

Discounted cash flow valuations are completed using the following key assumptions:

projected revenue, gross margins, selling, administrative, research and development expenses (SARD), capital expenditures, depreciation, changes in net working capital, the weighted average cost of capital, the terminal growth rate, and the tax rate.

Under the market approach, management applies the Guideline Public Company Method ("GPCM"), which uses projected earnings before interest, taxes, depreciation and amortization (EBITDA) and derived multiples from comparable market transactions.

The principal considerations for our determination that performing procedures relating to the goodwill impairment analysis for the Protection reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Protection reporting unit;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, gross margins, SARD, capital expenditures, the weighted average cost of capital, the terminal growth rate and the tax rate for the income approach and market multiples for the market approach;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment analyses, including controls over the valuation of the M&M Divestitures disposal groups and certain reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate for the M&M Divestitures disposal groups and certain reporting units resulting from the announcement and segment realignment and certain annual goodwill impairment analyses;

(ii) evaluating the appropriateness of the income and market approaches;

(iii) testing the completeness and accuracy of underlying data provided by management;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the projected revenue, gross margins, SARD, capital expenditures, the weighted average costs of capital, the terminal growth rates, the forecasted tax rate, projected EBITDA and market multiples, as applicable to the respective M&M Divestitures disposal groups and/or reporting units.

Evaluating the reasonableness of management’s significant assumptions related to projected revenue, gross margins, SARD, capital

expenditures, the forecasted tax rate, and projected EBITDA involved considering (i) the current economic conditions, recent operating results, and capital expenditures of M&M Divestitures disposal groups and certain reporting units;

(ii) the consistency with external market and industry data;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment analysis, including controls over the valuation of the Protection reporting unit and controls over the development of the significant assumptions related to projected revenue, gross margins, SARD, capital expenditures, the weighted average cost of capital, the terminal growth rate, the tax rate and market multiples.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Protection reporting unit;

(ii) evaluating the appropriateness of the income and market approaches used by management and the weighting of the approaches;

(iii) testing the completeness and accuracy of underlying data used in the income and market approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected revenue, gross margins, SARD, capital expenditures, the weighted average cost of capital, the terminal growth rate and the tax rate for the income approach and market multiples for the market approach.

Evaluating the reasonableness of management’s significant assumptions related to projected revenue, gross margins, SARD, capital expenditures and the tax rate involved considering (i) the current economic conditions and recent operating results of the Protection reporting unit;

(ii) the consistency with external

market and industry data;

and (iii) whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s income approach and/or market approach and the evaluation of the reasonableness of management’s significant assumptions related to the weighted average costs of capital, the terminal growth rates, and market multiples, as applicable.

Determination of the tax consequences of certain internal restructurings relating to the divestiture of the majority of the historical M&M business

As described in Note 8 to the consolidated financial statements, the Company completed certain internal restructurings in connection with the divestiture of the majority of the M&M historical business which resulted in estimated income tax impacts from a United States federal and state and foreign jurisdiction perspective.

During the year ended December 31, 2022, the Company recorded net income tax expense of $127 million related to the estimated tax impact of these internal restructurings from a United States and foreign jurisdiction perspective.

As disclosed by management, the determination of the estimated tax impacts required significant judgment by management regarding the application of tax laws and regulations.

Upon final resolution by the United States Internal Revenue Service or foreign tax authority through audit or litigation, the Company’s income tax calculations and related filing positions regarding certain elements of these transactions could be different, which could have a material impact on the Company.

The tax effect of these internal restructurings are included in the overall tax consequences of the M&M Divestiture.

The estimated tax impact of certain internal restructurings was calculated using valuations of components of legal entities and intellectual property, which involved the use of the income and/or market approach and assumptions, including, projected EBITDA, the weighted average costs of capital, royalty rates, capital expenditures, tax rate, and terminal growth rates for the income approach and projected EBITDA and market multiples for the market approach.

The principal considerations for our determination that performing procedures relating to the determination of the tax consequences of certain internal restructurings relating to the divestiture of the majority of the historical M&M business is a critical audit matter are (i) the significant judgments made by management regarding the application of tax laws and regulations in determining the tax consequences of certain internal restructurings and in estimating the fair value of certain components of legal entities and intellectual property utilized in the internal restructurings;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the tax consequences of certain internal restructurings, the reasonableness of management’s estimates of the fair value of certain components of legal entities and intellectual property utilized in the internal restructurings, and management’s significant assumptions related to projected EBITDA, the weighted average costs of capital, royalty rates, capital expenditures, tax rate, and terminal growth rates for the income approach and projected EBITDA and market multiples for the market approach;

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s income and market approaches, the weighting of the approaches, and the reasonableness of the weighted average cost of capital, the terminal growth rate and market multiples assumptions.

Valuation of customer-related intangible asset - Spectrum Plastics Group acquisition

As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) for total consideration of $1,792 million on August 1, 2023, which resulted in $772 million of a customer-related intangible asset being recorded.

Fair value of the acquired customer-related intangible asset was determined by management using the multi-period excess earnings method.

As disclosed by management, this required the use of several assumptions and estimates, including, but not limited to the customer attrition rate, the discount rate, the economic life, the EBITDA margin, the contributory asset charge, net sales attributable to existing customers and the projected revenue for the customer-related intangible asset.

The principal considerations for our determination that performing procedures relating to the valuation of the customer-related intangible asset acquired in the acquisition of Spectrum is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer-related intangible asset acquired;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, net sales attributable to existing customers, EBITDA margin, customer attrition rate, discount rate, economic life and contributory asset charges;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s determination of the tax consequences of certain internal restructurings relating to the divestiture of the majority of the historical M&M business, including controls relating to management’s estimates of the fair value of certain components of legal entities and intellectual property utilized in the internal restructurings.

These procedures also included, among others (i) evaluating the information, including third party opinions, tax law, and other relevant evidence used by management to support its position regarding the tax consequences of the transactions;

(ii) testing the information used in the calculation of the financial statement impact of the transactions, including testing management’s estimate of the fair value of certain components of legal entities and intellectual property utilized in the internal restructurings;

and (iii) evaluating the reasonableness of management’s significant assumptions related to projected EBITDA, the weighted average costs of capital, royalty rates, capital expenditures, tax rate and terminal growth rates for the income approach and projected EBITDA and market multiples for the market approach.

Evaluating the reasonableness of management’s significant assumptions related to projected EBITDA, capital expenditures, and tax rate involved considering (i) the current economic conditions and recent operating results of the components of the legal entities and intellectual property;

(ii) the consistency with external market and industry data;

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer-related intangible asset and controls over the development of significant assumptions related to projected revenue, net sales attributable to existing customers, EBITDA margin, customer attrition rate, discount rate, economic life, and contributory asset charges.

These procedures also included, among others (i) testing management’s process for estimating the fair value of the customer-related intangible asset acquired;

(iii) evaluating the appropriateness of the valuation method;

(iv) testing the completeness and accuracy of underlying data used by management in the valuation method;

and (v) evaluating the reasonableness of significant assumptions used by management related to projected revenue, net sales attributable to existing customers, EBITDA margin, customer attrition rate, discount rate, economic life, and contributory asset charges.

Evaluating the reasonableness of management’s significant assumptions related to projected revenue, net sales attributable to existing customers, and EBITDA margin involved considering (i) the current economic conditions and recent operating results of Spectrum;

(ii) external market and industry data;

and (iii) whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the transactions and certain assertions from management;

(ii) the application of relevant tax laws;

and (iii) the Company’s income and/or market approaches and the evaluation of the reasonableness of management’s significant assumptions related to the weighted average costs of capital, royalty rates, terminal growth rates, and market multiples.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation method and (ii) the reasonableness of customer attrition rate, discount rate, economic life and contributory asset charges assumptions.

/s/ PricewaterhouseCoopers LLP

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Interest expense 396 492 525

Income (loss) from continuing operations before income taxes 1,448 1,444 ( 1,259 )

Provision for income taxes on continuing operations 387 237 90

Income (loss) from continuing operations, net of tax 1,061 1,207 ( 1,349 )

Income (loss) from discontinued operations, net of tax 4,856 5,308 ( 1,574 )

Net income (loss) 5,917 6,515 ( 2,923 )

Income from continuing operations before income taxes $ 504 $ 1,448 $ 1,444

(Benefit from) provision for income taxes on continuing operations ( 29 ) 387 237

Income from continuing operations, net of tax $ 533 $ 1,061 $ 1,207

(Loss) income from discontinued operations, net of tax ( 71 ) 4,856 5,308

Net income $ 462 $ 5,917 $ 6,515

Net income attributable to noncontrolling interests 39 49 48

Net income (loss) available for DuPont common stockholders $ 5,868 $ 6,467 $ ( 2,951 )

Net income available for DuPont common stockholders $ 423 $ 5,868 $ 6,467

Per common share data:

Earnings (loss) per common share from continuing operations - basic $ 2.02 $ 2.17 $ ( 1.86 )

Earnings (loss) per common share from discontinued operations - basic 9.75 9.75 ( 2.16 )

Earnings (loss) earnings per common share - basic $ 11.77 $ 11.92 $ ( 4.01 )

Earnings (loss) per common share from continuing operations - diluted $ 2.02 $ 2.16 $ ( 1.86 )

Earnings (loss) per common share from discontinued operations - diluted 9.73 9.72 ( 2.16 )

Earnings (loss) per common share - diluted $ 11.75 $ 11.89 $ ( 4.01 )

Earnings per common share from continuing operations - basic $ 1.10 $ 2.02 $ 2.17

(Loss) earnings per common share from discontinued operations - basic ( 0.16 ) 9.75 9.75

Earnings per common share - basic $ 0.94 $ 11.77 $ 11.92

Earnings per common share from continuing operations - diluted $ 1.09 $ 2.02 $ 2.16

(Loss) earnings per common share from discontinued operations - diluted ( 0.16 ) 9.73 9.72

Earnings per common share - diluted $ 0.94 $ 11.75 $ 11.89

Weighted-average common shares outstanding - basic 449.9 498.5 542.7

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(In millions) For the years ended December 31, 2023 2022 2021

Net income (loss) $ 5,917 $ 6,515 $ ( 2,923 )

Other comprehensive (loss) income, net of tax

Net income $ 462 $ 5,917 $ 6,515

Other comprehensive income (loss), net of tax

Cumulative translation adjustments 38 ( 1,119 ) ( 755 )

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Split-off of N&B — — 258

Separation of M&M Divestiture 167 — —

Total other comprehensive (loss) income ( 850 ) ( 16 ) 1,460

Comprehensive income (loss) 5,067 6,499 ( 1,463 )

Separation of M&M Divestitures ( 32 ) 167 —

Total other comprehensive loss ( 127 ) ( 850 ) ( 16 )

Comprehensive income 335 5,067 6,499

Comprehensive income attributable to noncontrolling interests, net of tax 31 31 35

Comprehensive income (loss) attributable to DuPont $ 5,036 $ 6,464 $ ( 1,491 )

Comprehensive income attributable to DuPont $ 304 $ 5,036 $ 6,464

See Notes to the Consolidated Financial Statements.

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Marketable securities

Restricted cash and cash equivalents 411 7

Accounts and notes receivable - net 2,370 2,518

Prepaid and other current assets 194 161

Assets held for sale — 245

Assets of discontinued operations — 1,291

Total current assets

11,270 14,303

Property, plant and equipment 10,725 10,179

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Other intangible assets

Restricted cash and cash equivalents 103 53

Restricted cash and cash equivalents - noncurrent — 103

Investments and noncurrent receivables 1,071 733

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Accrued and other current liabilities

Liabilities related to assets held for sale — 25

Liabilities of discontinued operations — 146

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Accumulated deficit ( 22,874 ) ( 21,065 )

Accumulated other comprehensive (loss) income ( 791 ) 41

Accumulated other comprehensive loss ( 910 ) ( 791 )

Total DuPont stockholders' equity

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Operating Activities

Net income (loss) $ 5,917 $ 6,515 $ ( 2,923 )

Net income $ 462 $ 5,917 $ 6,515

(Loss) income from discontinued operations ( 71 ) 4,856 5,308

Net income from continuing operations $ 533 $ 1,061 $ 1,207

Adjustments to reconcile net income to net cash provided by operating activities:

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Credit for deferred income tax and other tax related items ( 381 ) ( 157 ) ( 252 )

Earnings of nonconsolidated affiliates less than (in excess of) dividends received 59 9 ( 87 )

Net periodic pension benefit (credit) cost ( 7 ) ( 1 ) 37

Earnings of nonconsolidated affiliates less than dividends received 20 36 12

Net periodic pension benefit cost 31 2 3

Periodic benefit plan contributions ( 63 ) ( 66 ) ( 74 )

Net gain on sales and split-offs of assets, businesses and investments ( 5,103 ) ( 5,092 ) ( 642 )

Net gain on sales, businesses and investments ( 19 ) ( 78 ) ( 171 )

Restructuring and asset related charges - net 146 155 50

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Other assets and liabilities, net ( 274 ) ( 423 ) 143

Cash provided by operating activities 588 2,281 4,095

Cash provided by operating activities - continuing operations 2,191 1,249 1,846

Investing Activities

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Other investing activities, net 6 12 39

Cash provided by (used for) investing activities 8,923 ( 2,401 ) ( 202 )

Cash provided by (used for) investing activities - continuing operations 172 9,004 ( 2,298 )

Financing Activities

Changes in short-term borrowings — ( 150 ) 150

Proceeds from issuance of long-term debt — — 8,275

Proceeds from issuance of long-term debt transferred to IFF at split-off — 1,250 —

Proceeds from credit facility — 600 —

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Dividends paid to stockholders ( 651 ) ( 652 ) ( 630 )

Cash transferred to IFF and subsequent adjustments ( 11 ) ( 153 ) —

Other financing activities, net ( 1 ) ( 4 ) ( 26 )

Cash (used for) provided by financing activities ( 7,667 ) ( 6,507 ) 3,238

Cash used for financing activities - continuing operations ( 2,989 ) ( 7,646 ) ( 7,589 )

Cash Flows from Discontinued Operations

Cash (used for) provided by operations - discontinued operations ( 273 ) ( 661 ) 435

Cash used for investing activities - discontinued operations ( 33 ) ( 81 ) ( 103 )

Cash (used for) provided by financing activities - discontinued operations — ( 21 ) 1,082

Cash (used in) provided by discontinued operations ( 306 ) ( 763 ) 1,414

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 37 ) ( 148 ) ( 72 )

Increase (decrease) in cash, cash equivalents and restricted cash 1,696 ( 6,699 ) 7,198

(Decrease) increase in cash, cash equivalents and restricted cash ( 969 ) 1,696 ( 6,699 )

Cash, cash equivalents and restricted cash from continuing operations, beginning of period 3,772 2,037 8,733

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Cash, cash equivalents and restricted cash at end of period $ 2,803 $ 3,772 $ 2,076

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Cash Flows

(In millions) For the years ended December 31, 2023 2022 2021

Supplemental cash flow information

Cash paid during the year for:

Interest, net of amounts capitalized $ 494 $ 498 $ 647

Income taxes $ 829 $ 561 $ 495

Interest, net of amounts capitalized - from continuing operations $ 408 $ 494 $ 497

Income taxes, net of refunds - from continuing operations 360 642 433

Interest, net of amounts capitalized - from discontinued operations — — 2

Income taxes, net of refunds - from discontinued operations 34 202 128

See Notes to the Consolidated Financial Statements.

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Balance at January 1, 2021 $ 7 $ 50,039 $ ( 11,586 ) $ 44 $ — $ 566 $ 39,070

Adoption of accounting standards

— — ( 3 ) — — — ( 3 )

Net (loss) income — — ( 2,951 ) — — 28 ( 2,923 )

Other comprehensive income — — — 1,460 — — 1,460

Net income — — 6,467 — — 48 6,515

Other comprehensive loss — — — ( 3 ) — ( 13 ) ( 16 )

Dividends ($ 1.20 per common share)

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Stock-based compensation — 49 — — — — 49

Contributions from non-controlling interest — — — — — 84 84

Distributions to non-controlling interests

3 unchanged sentences

— — ( 2,143 ) — 2,143 — —

Split-off of N&B ( 2 ) — ( 15,926 ) — — ( 27 ) ( 15,955 )

— 1 1 — — — 2

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— — ( 3,725 ) — 3,725 — —

Split-off of N&B ( 2 ) — ( 15,926 ) — — ( 27 ) ( 15,955 )

Forward contracts for share repurchase — ( 650 ) — — — — ( 650 )

M&M Divestiture — — — — — ( 167 ) ( 167 )

— 3 ( 21 ) — — 1 ( 17 )

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Stock-based compensation — 51 — — — — 51

Contributions from non-controlling interests — — — — — 2 2

Distributions to non-controlling interests

1 unchanged sentence

Purchases of treasury stock — — — — ( 1,600 ) — ( 1,600 )

Excise tax on purchases of treasury stock — — ( 21 ) — — — ( 21 )

Retirement of treasury stock

1 unchanged sentence

Forward contracts for share repurchase — ( 400 ) — — — — ( 400 )

M&M Divestiture — — — — — ( 167 ) ( 167 )

Settlement of forward contracts for share repurchase — 613 — — ( 613 ) — —

— ( 1 ) 1 — — 4 4

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At December 31, 2023 and 2022, the maximum exposure to loss related to the nonconsolidated VIEs is not considered material to the Consolidated Financial Statements.

Beginning in the second quarter of 2023, the Company has segregated the cash flows from discontinued operations from the cash flows from continuing operations in accordance with ASC 230, Statement of Cash Flows.

The Consolidated Statements of Cash Flows have been recast for all periods to reflect the change in presentation.

DWDP Distributions

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See Note 4 for more information.

The results of operations of DuPont for the years ended December 31, 2021 and 2020 reflect the historical financial results of N&B as discontinued operations.

The cash flows and comprehensive income related to N&B have not been segregated and are included in the Consolidated Statements of Cash Flows and Consolidated Statements of Comprehensive Income, respectively, for the applicable period.

The results of operations of DuPont for the years ended December 31, 2021 reflect the historical financial results of N&B as discontinued operations.

The comprehensive income related to N&B has not been segregated and is included in the Consolidated Statements of Comprehensive Income for the applicable period.

Unless otherwise indicated, the information in the notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of N&B.

M&M Transaction

M&M Transactions

On November 1, 2022, DuPont completed the previously announced divestiture of the majority of its historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”), to Celanese Corporation (“Celanese”) for cash proceeds of $ 11.0 billion.

On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”).

The Delrin® Divestiture and together with the M&M Divestiture, collectively the "M&M Divestitures” and the businesses in scope of the M&M Divestitures collectively the "M&M Businesses".

See Note 4 for more information.

The financial position of DuPont as of December 31, 2022 and 2021, present the businesses divested as part of the M&M Divestiture and to be divested as part of the divestiture of Delrin® (the "M&M Businesses") as discontinued operations.

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

The financial position of DuPont as of December 31, 2022, present the businesses subsequently divested as part of the Delrin® Divestiture as discontinued operations.

The results of operations for the year ended December 31, 2023, present the financial results of Delrin® as discontinued operations through November 1, 2023.

The results of operations for the years ended December 31, 2022 and 2021, present the financial results of the M&M Businesses as discontinued operations.

The cash flows and comprehensive income of the M&M Businesses have not been segregated and are included in the Consolidated Statements of Cash Flows and Consolidated Statements of Comprehensive Income, respectively, for all periods presented.

For the year ended December 31, 2023, the Consolidated Statements of Cash Flows present the cash flows of the Delrin® Divestiture as discontinued operations for activity.

The Consolidated Statements of Cash Flows for the year ended December 31, 2022 and 2021, present the cash flows from the M&M Businesses as discontinued operations.

The comprehensive income of the M&M Businesses has not been segregated and is included in the Consolidated Statements of Comprehensive Income for all periods presented.

The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, previously reported within the historic Mobility & Materials segment, (the "Retained Businesses") are not included in the scope of the M&M Divestitures.

Effective with the signing of the Transaction Agreement, the Retained Businesses were realigned to Corporate & Other.

The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, previously reported within the historical Mobility & Materials segment, (the "Retained Businesses") are not included in the scope of the M&M Divestitures.

In 2022, the Retained Businesses were realigned to Corporate & Other.

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

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Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents represents trust assets and cash held in escrow.

Restricted cash and cash equivalents represents trust assets, cash held in escrow and cash within qualified settlement funds.

These funds are restricted as to withdrawal or use under the terms of certain contractual agreements.

Restricted cash is classified as a current or non-current asset based on the timing and nature of when or how the cash is expected to be used.

See Note 7 for further information.

See Note 7 and 16 for further information.

Marketable Securities

52 unchanged sentences

The Company determines fair values for each of the reporting units using a combination of the income approach and/or market approach.

Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

Under the income approach, fair value is determined based on the net present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

Under the market approach, the Company selects peer sets based on close competitors and reviews the EBIT/EBITDA multiples to determine the fair value.

37 unchanged sentences

For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term.

The Company has leases in which it is the lessor, these leases are classified as operating leases and lessor revenue and related expenses are not significant to the Company’s Consolidated Balance Sheet or Consolidated Statement of Operations.

Lease revenue is recorded in "Selling, general, and administrative expenses" and "Research and development expenses".

Lease income is recorded in "Selling, general, and administrative expenses" and "Research and development expenses".

See Note 17 for additional information regarding the Company's leases.

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To determine revenue recognition for the arrangements that the Company determines are within the scope of Revenue from Contracts with Customers (Topic 606), the Company performs the following five steps:

(1) identify the contract(s) with a customer, (2) identify the

performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

(1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

See Note 5 for additional information on revenue recognition.

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NOTE 2 - RECENT ACCOUNTING GUIDANCE

Accounting Guidance Issued But Not Adopted at December 31, 2022

Recently Adopted Accounting Guidance

In September 2022, the FASB issued Accounting Standards Update No.

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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 expects to implement the new disclosures, other than the rollforward information, as required during the first interim period for the year-ended December 31, 2023.

The Company implemented the new disclosures, other than the rollforward information, as required in the first quarter of 2023.

The disclosures around rollforward information will be implemented as required for the year-ended December 31, 2024.

The Company expects the new guidance will not have a significant impact on the Notes to our Consolidated Financial Statements.

See Note 15 for more information.

In October 2021, the FASB issued Accounting Standards Update No.

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ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted.

The Company will implement the guidance as required during the first interim period for the year-ended December 31, 2023;

however, the Company does not currently having any pending acquisitions.

The Company implemented the guidance as required during the first interim period for the year-ended December 31, 2023.

The guidance did not have a significant impact.

Accounting Guidance Issued But Not Adopted at December 31, 2023

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.

NOTE 3 - ACQUISITIONS

Terminated Intended Rogers Corporation Acquisition

On November 1, 2022, the Company announced the termination of the previously announced agreement to acquire all the outstanding shares of Rogers Corporation (“Rogers”) for about $ 5.2 billion, as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers Corporation Acquisition").

DuPont paid Rogers a termination fee of $ 162.5 million in accordance with the agreement on November 2, 2022.

The termination fee was recognized as a charge in the fourth quarter of 2022 and recorded in the "Acquisition, integration and separation costs" within the Consolidated Statements of Operations.

Laird Performance Materials Acquisition

On July 1, 2021, DuPont completed the acquisition (the "Laird PM Acquisition") of 100 % of the ownership interest of Laird Performance Materials (“Laird PM”) from Advent International for aggregate, adjusted cash consideration of approximately $ 2,404 million.

The cash consideration paid included a net upward adjustment of approximately $ 100 million for acquired cash and net working capital, amongst other items.

Laird PM is reported within the Interconnect Solutions business of the Electronics & Industrial segment.

In 2021, the Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date.

There were no material updates to the purchase accounting and the purchase price allocation is considered final.

The table below presents the fair values allocated to the assets acquired and liabilities assumed:

Laird PM Assets Acquired and Liabilities Assumed on July 1, 2021

(in millions)

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 global industrial, food and medical business sectors.

Spectrum is part of the Electronics & Industrial segment.

The net purchase price was approximately $ 1,792 million, including a net upward adjustment of approximately $ 43.1 million for acquired cash and net working capital, among other items.

The Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date.

The table below presents the provisional fair values allocated to the assets acquired and liabilities assumed.

The purchase accounting and purchase price allocation for Spectrum are substantially complete.

However, the Company continues to refine the preliminary valuation of certain acquired assets and liabilities assumed, principally income tax related amounts, which could impact the amount of residual goodwill recorded.

The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the acquisition.

Final determination of the fair values may result in further adjustments to the values presented in the following table:

Spectrum Assets Acquired and Liabilities Assumed on August 1, 2023 Estimated

fair value as previously reported 1

Measurement period adjustments 2

Estimated fair value adjusted

Fair value of assets acquired

3 unchanged sentences

Property, plant and equipment 125 — 125

Other current assets 10

Goodwill 1,213

Other intangible assets 1,032 ( 116 ) 916

Deferred income tax assets 3

Deferred charges and other assets 34 — 34

Total Assets $ 2,757

Total Assets Acquired $ 1,342 $ ( 116 ) $ 1,226

Fair value of liabilities assumed

1 unchanged sentence

Income taxes payable 17 — 17

Accrued and other current liabilities 46

Deferred income tax liabilities 206 ( 29 ) 177

Pension & other post-employment benefits - noncurrent 10

Other noncurrent obligations 28

Total Liabilities $ 353

Net Assets (Consideration for Laird PM) $ 2,404

Other noncurrent liabilities 37 — 37

Total Liabilities Assumed $ 281 $ ( 29 ) $ 252

Goodwill 731 87 818

Total Consideration $ 1,792 $ — $ 1,792

As previously reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2023.

The Company recorded measurement period adjustments in the fourth quarter of 2023 to reflect changes in preliminary valuation assumptions for customer relationships.

All measurement period adjustments were offset against goodwill.

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

Property, plant and equipment

Property, plant and equipment is comprised of machinery and equipment of $ 67 million, buildings and building improvements of $ 18 million, leasehold improvements of $ 10 million, construction in progress of $ 5 million and land and land improvements of $ 4 million.

The estimated fair value was primarily determined using a market approach for land and certain types of equipment, and a replacement cost approach for the remaining depreciable property, plant and equipment.

The market approach for certain types of equipment represents a sales comparison that measures the value of an asset through an analysis of sales and offerings of comparable assets.

The replacement cost approach used for all other depreciable property, plant and equipment measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjusts for age and condition of the asset.

The excess of the consideration for Laird PM over the net fair value of assets acquired and liabilities assumed resulted in the recognition of $ 1,213 million of goodwill, which has been assigned to the Electronics & Industrial segment.

Goodwill is attributable to Laird PM’s assembled workforce and expected cost synergies to be obtained through procurement efficiencies and the optimization of the combined the Electronics & Industrial segment and Laird PM businesses’ global activities across sales, manufacturing, research & development, and administrative functions.

Other Intangible Assets

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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 asset's fair value was determined using the excess earnings method while the developed technology and trademark/tradename fair values were determined utilizing the relief from royalty method.

Both the excess earnings method and the relief from royalty method use a discounted cash flows valuation method, which is a form of the income approach.

Under the excess earnings method, the estimated cash flows attributable to the customer-related intangible asset are adjusted to exclude the future cash flows that can be attributable to supporting assets, such as trademark/tradenames or fixed assets.

Both the amount and the duration of the cash flows are considered from a market participant perspective.

The Company's estimates of discounted market participant future cash flows include but are not limited to assumptions related to customer attrition rate, the discount rate, the royalty rates, the economic life, the EBITDA margin, the contributory asset charge, and the projected revenue for the customer-related intangible assets.

Under the relief from royalty method, a royalty rate based on observed market royalties is applied to projected revenue supporting the developed technology and trademark/tradename and discounted to present value, using an appropriate discount rate that requires judgment by management.

Both the amount and the duration of the cash flows are considered from a market participant perspective.

The Company's estimates of discounted market participant future cash flows included assumptions related to the discount rate, the projected revenue, the royalty rate, the obsolescence rate, and the economic life for the developed technology, and the discount rate, the projected revenue, the royalty rate, and the economic life for the trademark/tradename.

The customer-related intangible asset, developed technology, and trademark/tradename are being amortized on a straight line basis based on the pattern of economic benefits the Company expects to realize.

The preliminary customer-related intangible assets' fair value was determined using the multi-period excess earnings method while the preliminary developed technology and trademark/tradename fair values were determined utilizing the relief from royalty method.

The determination and allocation of fair value of other intangibles assets assumed is based on various assumptions and valuation methodologies requiring considerable management judgment, including estimates based on historical information, current market data and future expectations.

The excess of the consideration for Spectrum over the preliminary net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $ 818 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 no t be deductible for U.S.

tax purposes.

Total net sales included in the Consolidated Statements of Income for the year ended December 31, 2023 are $ 185 million.

The Company evaluated the disclosure requirements under ASC 805 and determined Laird PM was not considered a material business combination for purposes of disclosing the earnings of Laird PM since the date of acquisition or supplemental pro forma information.

The Company evaluated the disclosure requirements under ASC 805 and determined Spectrum was not considered a material business combination for purposes of disclosing the earnings of Spectrum since the date of acquisition or supplemental pro forma information.

Terminated Intended Rogers Corporation Acquisition

On November 1, 2022, the Company announced the termination of the agreement to acquire all the outstanding shares of Rogers Corporation (“Rogers”) for about $ 5.2 billion, as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers Corporation Acquisition").

DuPont paid Rogers a termination fee of $ 162.5 million in accordance with the agreement on November 2, 2022.

The termination fee was recognized as a charge in the fourth quarter of 2022 and recorded in the "Acquisition, integration and separation costs" within the Consolidated Statements of Operations.

Acquisition, Integration and Separation Costs

Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments.

For the year ended December 31, 2023, these costs were primarily related to the Spectrum Acquisition.

For the year ended December 31, 2022 these costs were primarily related to costs associated with the Terminated Intended Rogers Acquisition, including the $ 162.5 million termination fee, the divestiture of the Biomaterials business unit and the prior year acquisition of Laird PM.

For the year ended December 31, 2021 these costs were primarily related to the acquisition of Laird PM and the divestitures of the Biomaterials, Clean Technologies and Solamet® business units.

Comparatively, for the year ended December 31, 2020 these costs were primarily associated with the post-DWDP Merger integration.

Comparatively, for the year ended December 31, 2021 these costs were primarily related to the acquisition of Laird PM and the divestitures of the Biomaterials, Clean Technologies and Solamet® business units.

These costs are recorded within "Acquisition, integration and separation costs" within the Consolidated Statements of Operations.

In millions 2022 2021 2020

(In millions) For the years ended December 31, 2023 2022 2021

Acquisition, integration and separation costs $ 20 $ 193 $ 81

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These adjustments include approximately $ 0.5 billion of cash transferred with the M&M Divestiture business for which DuPont was reimbursed at closing resulting in net proceeds of $ 10.5 billion.

The Company recognized a gain of approximately $ 5,024 million after tax on the M&M Divestiture.

The gain is recorded in "Income (loss) from discontinued operations, net of tax" in the Company's Consolidated Statement Operations for the year ended December 31, 2022.

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

As of December 31, 2022, the Company anticipates a closing date for the sale of Delrin® by the end of 2023.

The Company determined that the M&M Businesses met the criteria to be classified as held for sale and that the sale represents a strategic shift that has a major effect on the Company’s operations and results.

On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (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 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 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 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, will be 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.

As such, no equity earnings of non-consolidated affiliates were recorded for the year ended December 31, 2023.

As of December 31, 2023, the carrying values of the retained equity investment and note receivable were $ 121 million and $ 228 million, respectively.

For the year ended December 31, 2023, Company recognized non-cash interest income on the note receivable of $ 4 million, reported in "Sundry income (expense) - net" on the Consolidated Statement of Operations, and accreted to the carrying value of the note receivable.

TJC's valuations of acquired assets and liabilities assumed are in process and are not reflected as of December 31, 2023.

The Company determined the sales of the M&M Businesses represent a strategic shift that has a major effect on the Company’s operations and results.

For the years ended December 31, 2023 and 2022 the Company recognized an after-tax gain of $ 480 million and $ 5 billion, respectively, recorded in "(Loss) income from discontinued operations, net of tax" in the Company's Consolidated Statement Operations.

For the year ended December 31, 2023, $ 419 million is related to the gain on the sale of Delrin®, which is included in the Consolidated Statements of Cash Flows.

The results of operations of the M&M Businesses are presented as discontinued operations as summarized below for all periods.

The M&M Divestiture is reflected through the Transaction Date and the intended Delrin® divestiture is through December 31, 2022:

For the Year Ended December 31,

The M&M Divestiture is reflected through the Transaction Date and the Delrin® Divestiture is reflected through November 1, 2023:

For the Years Ended December 31,

In millions 2023 2022 2021

5 unchanged sentences

Restructuring and asset related charges - net — — 5

Goodwill impairment charge — — 1,352

Acquisition, integration and separation costs 1

1 unchanged sentence

Sundry income (expense) - net 9 4 18

Income (loss) from discontinued operations before income taxes 59 752 ( 987 )

(Loss) income from discontinued operations before income taxes $ ( 26 ) $ 59 $ 752

Provision for income taxes on discontinued operations 31 128 155

2 unchanged sentences

Gain on sale, net of tax 2

Income (loss) from discontinued operations attributable to DuPont stockholders, net of tax $ 4,959 $ 579 $ ( 1,069 )

The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the M&M Businesses:

For the Year Ended December 31,

In millions 2022 2021 2020

Depreciation and amortization $ 45 $ 283 $ 287

Capital expenditures 1

$ 87 $ 65 $ 101

Total capital expenditures are presented on a cash basis.

Assets and liabilities held for sale as of December 31, 2022, represent only those related to Delrin®, comparatively, at December 31, 2021, the assets and liabilities are related to the M&M Businesses.

The following table summarizes the major classes of assets and liabilities of the M&M Businesses classified as held for sale presented as discontinued operations as of December 31, 2022 and December 31, 2021:

In millions December 31, 2022 December 31, 2021

Cash and cash equivalents $ — $ 39

Income from discontinued operations attributable to DuPont stockholders, net of tax $ 423 $ 4,959 $ 579

Includes costs related to the M&M Divestitures for all periods presented.

Gain includes purchase price adjustments related to the M&M Divestitures in 2023.

Assets and liabilities held for sale as of December 31, 2022, represent only those related to Delrin®.

The following table summarizes the major classes of assets and liabilities of the M&M Businesses classified as held for sale presented as discontinued operations as of December 31, 2022:

In millions December 31, 2022

Accounts and notes receivable - net $ 75

2 unchanged sentences

Property, plant and equipment - net 256

Goodwill 405 2,597

Other intangible assets 338

Investments and noncurrent receivables — 62

Deferred income tax assets 36

2 unchanged sentences

Accounts payable $ 78

Income taxes payable — 77

Accrued and other current liabilities 8

6 unchanged sentences

During each reporting period that the M&M Divestiture and Delrin® disposal groups were classified as held for sale, the Company assessed whether the fair value less cost to sell were less than the carrying value of each disposal group.

The Company determined that the fair value less cost to sell of the Delrin® disposal unit was greater than its carrying value at December 31, 2022.

Pursuant to the Transaction Agreement, liabilities and assets related to the M&M Divestiture could not be directly assumed by Celanese and as a result, transferred by way of indemnification between both parties.

In addition, pursuant to the Transaction Agreement, DuPont indemnifies Celanese against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the transaction.

At December 31, 2022 the indemnified assets are $ 52 million within "Accounts and notes receivable, net" with the corresponding liabilities of $ 73 million within "Accrued and other current liabilities and $ 47 million within "Other noncurrent obligations".

N&B Transaction

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In the Exchange Offer, DuPont accepted approximately 197.4 million shares of its common stock in exchange for about 141.7 million shares of N&B Common Stock.

As a result, DuPont reduced its common stock outstanding by 197.4 million shares of

DuPont Common Stock.

As a result, DuPont reduced its common stock outstanding by 197.4 million shares of DuPont Common Stock.

In the N&B Merger, each share of N&B Common Stock was automatically converted into the right to receive one share of IFF common stock, par value $ 0.125 per share, based on the terms of the N&B Merger Agreement.

The results of operations of N&B are presented as discontinued operations as summarized below:

In millions 2021 2020

(In millions) For the year ended December 31, 2021

Net sales $ 507

5 unchanged sentences

Integration and separation costs 172

Equity in earnings of nonconsolidated affiliates — 4

Sundry income (expense) - net 8

1 unchanged sentence

Loss from discontinued operations before income taxes ( 131 )

(Benefit from) provision for income taxes on discontinued operations ( 21 ) ( 183 )

Benefit from income taxes on discontinued operations ( 21 )

Loss from discontinued operations, net of tax ( 110 )

1 unchanged sentence

Non-taxable gain on split-off 4,920

Income (loss) from discontinued operations attributable to DuPont stockholders, net of tax $ 4,810 $ ( 468 )

The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to N&B:

In millions 2021 2020

Depreciation and amortization $ 63 $ 1,721

Capital expenditures $ 27 $ 234

Income from discontinued operations attributable to DuPont stockholders, net of tax $ 4,810

In connection with and in accordance with the terms of the N&B Transaction, prior to consummation of the Exchange Offer and the N&B Merger, DuPont received a one-time cash payment of approximately $ 7.3 billion, (the "Special Cash Payment").

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N&B Transaction Agreements

In connection with the N&B Transaction, effective December 15, 2019, the Company entered into the following agreements:

N&B Separation and Distribution Agreement, N&B Merger Agreement, and N&B Employee Matters Agreement.

In connection with the closing of the N&B Transaction, and effective February 1, 2021, the Company entered into the following agreements:

N&B IP Cross-License Agreement and N&B Tax Matters Agreement.

In connection with the N&B Transaction the Company entered into the following, among other agreements, N&B Separation and Distribution Agreement and the N&B Merger Agreement, effective December 15, 2019, and the N&B Tax Matters Agreement effective February 1, 2021.

Other Discontinued Operations Activity

The Company recorded income from discontinued operations, net of tax of $ 4,856 million and $ 5,308 million for the years ended December 31, 2022 and 2021, respectively, and a loss from discontinued operations of $ 1,574 million for the year ended December 31, 2020.

The Company recorded a loss from discontinued operations, net of tax, of $ 71 million for the year ended December 31, 2023 and income from discontinued operations of $ 4,856 million and $ 5,308 million for the years ended December 31, 2022 and 2021, respectively.

Discontinued operations activity consists of the following:

For the Year Ended December 31,

For the Years Ended December 31,

In millions 2023 2022 2021

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N&B Transaction — — 4,810

MOU Activity 1

( 426 ) ( 74 ) ( 76 )

Income (loss) from discontinued operations, net of tax $ 4,856 $ 5,308 $ ( 1,574 )

Primarily related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company.

( 68 ) ( 25 ) ( 23 )

(Loss) income from discontinued operations, net of tax $ ( 71 ) $ 4,856 $ 5,308

Includes the activity subject to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company.

The year ended December 31, 2023 includes a charge related to the Water District Settlement Agreement, as defined in Note 16.

Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between Corteva Inc ("Corteva"), E.

du Pont de Nemours and Company ("EIDP").

For additional information on these matters, refer to Note 16.

2 unchanged sentences

For the year ended December 31, 2022, a pre-tax gain of $ 26 million ($ 21 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

The results of operations of the Biomaterials business unit are reported in Corporate & Other.

The following table summarizes the carrying value of the major assets and liabilities of the Biomaterials business unit as of December 31, 2021:

In millions December 31, 2021

Accounts and notes receivable - net $ 27

Inventories 48

Investments and noncurrent receivables 158

Property, plant and equipment - net 12

Assets held for sale $ 245

Accounts payable $ 21

Accrued and other current liabilities 3

Other noncurrent obligations 1

Liabilities related to assets held for sale $ 25

For the years ended December 31, 2022 and 2021, the results of operations of the Biomaterials business unit are reported in Corporate & Other.

Sale of Clean Technologies

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For the year ended December 31, 2021, a pre-tax gain of $ 140 million ($ 105 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

Sale of TCS/HSC Disposal Group

In the third quarter of 2020, the Company completed the sale of its trichlorosilane business (“TCS Business”) along with its equity ownership interest in DC HSC Holdings LLC and Hemlock Semiconductor L.L.C.

(the "HSC Group,” and together with the TCS Business, the “TCS/HSC Disposal Group” and the sale of the TCS/HSC Disposal Group, the “TCS/HSC Disposal”) to the HSC Group, both of which were part of the businesses reflected in Corporate & Other.

In connection with the TCS/HSC Disposal, the Company received $ 550 million in cash at closing, subject to certain claw-back provisions.

The Company also received approximately $ 58 million in both the third quarter of 2022 and 2021 and will receive an additional $ 59 million in the next year associated with the settlement of an existing supply agreement dispute with the HSC Group.

The TCS/HSC Disposal resulted in a net pre-tax benefit of $ 396 million ($ 236 million net of tax), including the settlement of the supply agreement

dispute and after allocation of goodwill to the TCS Business.

The net pre-tax benefit is recorded in “Sundry income (expense) – net” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020.

Sale of Compound Semiconductor Solutions

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

The proceeds received in the first quarter of 2020 related to the sale of the business were approximately $ 420 million.

The sale resulted in a pre-tax gain of $ 197 million ($ 102 million net of tax) recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations for the year ended December 31, 2020.

NOTE 5 - REVENUE

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Net Trade Revenue by Segment and Business or Major Product Line 2023 2022 2021

(In millions) For the years ended December 31,

Industrial Solutions 1

$ 2,061 $ 1,954 $ 1,890

Interconnect Solutions 1,422 1,742 1,617

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Total $ 12,068 $ 13,017 $ 12,566

Net sales attributed to Spectrum, a component of Electronics & Industrial and presented within Industrial Solutions, was $ 185 million for the year ended December 31, 2023.

Net sales reflected in Retained Businesses includes the Auto Adhesives & Fluids, Multibase TM and Tedlar® businesses.

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Deferred revenue - current 2

Deferred revenue - non-current 3

Included in "Accounts and notes receivable - net" in the Consolidated Balance Sheets.

Included in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

Noncurrent deferred revenue balances in the current and comparative periods were not material.

Included in "Other noncurrent obligations" in the Consolidated Balance Sheets.

NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

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These charges were recorded in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations.

The total liability related to restructuring programs was $ 67 million at December 31, 2022 and $ 43 million at December 31, 2021, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

The total liability related to restructuring programs was $ 107 million and $ 67 million at December 31, 2023 and December 31, 2022, respectively, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

Restructuring activity consists of the following programs:

2023-2024 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").

For the year ended December 31, 2022, DuPont recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $ 61 million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of $ 61 million of severance and related benefit costs.

At December 31, 2022, total liabilities related to the 2022 Restructuring Program were $ 57 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheet.

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").

For the year ended December 31, 2023, DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $ 110 million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of $ 80 million of severance and related benefit costs and asset related charges of $ 30 million.

The Company expects the program to be substantially complete by the end of 2024.

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2023-2024 Restructuring Program Charges by Segment 2023

(In millions) For the Year Ended December 31,

Electronics & Industrial $ 21

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Corporate & Other 32

2021 Restructuring Actions

In October 2021, the Company approved targeted restructuring actions to capture near term cost reductions (the "2021 Restructuring Actions").

The Company recorded pre-tax restructuring charges of $ 46 million inception-to-date, consisting of severance and related benefit costs of $ 26 million and asset related charges of $ 20 million.

The following table summarizes the charges incurred by segment related to the 2021 Restructuring Actions:

2021 Restructuring Actions Charges by Segment 2022 2021

The following table summarizes the activities related to the 2023-2024 Restructuring Program:

2023-2024 Restructuring Program Severance and Related Benefit Cost Asset Related Charges Total

Reserve balance at December 31, 2022 $ — $ — $ —

Restructuring charges 80 30 110

Charges against the reserve ( 1 ) ( 30 ) ( 31 )

Reserve balance at December 31, 2023 $ 79 $ — $ 79

At December 31, 2023, total liabilities related to the 2023-2024 Restructuring Program were $ 79 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

2022 Restructuring Program

The Company recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $ 96 million inception-to-date, comprised of $ 82 million of severance and related benefit costs and asset related charges of $ 14 million.

The following table summarizes the charges incurred by segment related to the 2022 Restructuring Program:

2022 Restructuring Program Charges by Segment 2023 2022

(In millions) For the years ended December 31,

Electronics & Industrial $ 29 $ 23

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Total $ 35 $ 61

At December 31, 2022 and 2021, total liabilities related to the 2021 Restructuring Actions were $ 7 million and $ 25 million, respectively, for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheet.

At December 31, 2023 and 2022, total liabilities related to the 2022 Restructuring Program were $ 27 million and $ 57 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

Actions related to the 2022 Restructuring Program are substantially complete.

2020 Restructuring Program

In the first quarter of 2020, the Company approved restructuring actions designed to capture near-term cost reductions and to further simplify certain organizational structures in anticipation of the N&B Transaction (the "2020 Restructuring Program").

2021 Restructuring Actions

In October 2021, the Company approved targeted restructuring actions to capture near term cost reductions (the "2021 Restructuring Actions").

The Company recorded pre-tax restructuring charges of $ 47 million inception-to-date, consisting of severance and related benefit costs of $ 27 million and asset related charges of $ 20 million.

2020 Restructuring Program Charges by Segment 2022 2021 2020

The following table summarizes the charges incurred by segment related to the 2021 Restructuring Actions:

2021 Restructuring Actions Charges by Segment 2023 2022 2021

(In millions) For the years ended December 31,

Electronics & Industrial $ ( 1 ) $ 2 $ 5

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Total $ 1 $ — $ 46

Total liabilities related to the 2020 Restructuring Program were $ 3 million and $ 11 million at December 31, 2022 and 2021, respectively, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

At December 31, 2023 and 2022, total liabilities related to the 2021 Restructuring Actions were $ 1 million and $ 7 million, respectively, for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

Actions related to the 2021 Restructuring Program are substantially complete.

Equity Method Investment Impairment Related Charges

In connection with the M&M Divestitures, in the first quarter of 2022 a portion of an equity method investment was reclassified to “Assets of discontinued operations” within the Consolidated Balance Sheet.

The reclassification served as a triggering event requiring the Company to perform an impairment analysis on the retained portion of the equity method investment held within “Investments and noncurrent receivables” on the Consolidated Balance Sheet.

The fair value of the retained equity method investment was estimated using a discounted cash flow model (a form of the income approach).

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As a result, the Company concluded the impairment was other-than-temporary and, in March 2022, recorded a pre-tax impairment charge of $ 94 million ($ 65 million net of tax) in “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2022 related to the Electronics & Industrial segment.

No impairment was required to be recorded for the portion of the equity method investment included within “Assets of discontinued operations.”

Asset Impairments

In the third quarter of 2020, the TCS/HSC Disposal, as well as further softening conditions in the aerospace markets, gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform a recoverability assessment related to asset groups within its Photovoltaic and Advanced Materials (“PVAM”) business unit.

The Company first performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-lived assets was not recoverable.

Accordingly, the Company estimated the fair value of these assets using both an income approach and a market approach utilizing Level 3 unobservable inputs.

As a result, the Company recognized a pre-tax impairment charge of $ 318 million ($ 242 million net of tax) in Corporate & Other recorded within “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

Additionally, the Company recorded a pre-tax asset impairment charge of $ 52 million ($ 39 million net of tax) in the third quarter of 2020 related to indefinite-lived intangible assets reflected in Corporate & Other which were deemed no longer recoverable as a result of the held for sale classification (refer to Note 4 for additional information).

The charge was recorded within “Restructuring and asset related charges – net” in the Consolidated Statements of Operations for the year ended December 31, 2020.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures related to businesses held within Corporate & Other gave rise to fair value indicators and, thus, triggering events requiring the Company to perform a recoverability assessment related to its Biomaterials business unit.

The Company performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-lived assets was not recoverable.

Accordingly, the Company estimated the fair value of these assets using a market approach utilizing Level 3 unobservable inputs.

As a result, the Company recognized a pre-tax impairment charge of $ 270 million ($ 206 million net of tax) recorded within “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

No impairment was required to be recorded for the portion of the equity method investment previously included within “Assets of discontinued operations.”

NOTE 7 - SUPPLEMENTARY INFORMATION

Sundry Income (Expense) - Net

In millions 2022 2021 2020

Non-operating pension and other post-employment benefit ("OPEB") costs $ 28 $ 30 $ 12

(In millions) For the years ended December 31, 2023 2022 2021

Non-operating pension and other post-employment benefit ("OPEB") (credit) costs $ ( 9 ) $ 28 $ 30

Interest income 1

Net gain on divestiture and sales of other assets and investments 2, 3, 4

Foreign exchange gains (losses), net 15 ( 53 ) ( 54 )

Foreign exchange (losses) gains, net ( 73 ) 15 ( 53 )

Miscellaneous income (expenses) - net 5, 6

Sundry income (expense) - net $ 102 $ 191 $ 145

The year ended December 31, 2023 includes interest on cash and marketable securities at a higher interest rate than the prior years and non-cash interest income of $ 4 million related to the $ 350 million Delrin® related party note receivable.

Refer to Note 4 for additional information.

The year ended December 31, 2023 primarily reflects income related to a land sale within the Water & Protection segment and gain adjustments from previously divested businesses.

The year ended December 31, 2022 primarily reflects income of $ 26 million related to the gain on sale of the Biomaterials business unit and income of $ 37 million related to the sale of a land use right within the Water & Protection segment.

The year ended December 31, 2021 primarily reflects income of $ 140 million related to the gain on sale of the Solamet® business unit and $ 28 million related to the gain on sale of assets within the Electronics & Industrial segment.

The year ended December 31, 2020 includes a net benefit of $ 396 million related to the TCS/HSC Disposal, including the settlement of a supply agreement dispute, within Corporate & Other.

It also includes income of $ 197 million related to the gain on sale of the Compound Semiconductor Solutions business unit within the Electronics & Industrial segment and $ 30 million of income related to milestone achievement of a prior year sale of assets within the Electronics & Industrial segment.

Refer to Note 4 for further information.

The year ended December 31, 2022 includes $ 13 million related to government grants.

The year ended December 31, 2021 includes an impairment charge of approximately $ 15 million related to an asset sale.

The year ended December 31, 2020 includes $ 17 million related to income from a tax indemnification.

Cash, Cash Equivalents and Restricted Cash

In connection with the cost sharing arrangement entered into as part of the MOU, the Company is contractually obligated to make deposits into an escrow account to address potential future PFAS costs.

At December 31, 2022 and 2021, the Company had restricted cash of $ 103 million and $ 53 million, respectively, included within non-current "Restricted cash and cash equivalents" in the Consolidated Balance Sheets, the majority of which is attributable to the cost sharing arrangement.

Additional information regarding the MOU and the related escrow account can be found in Note 16.

At December 31, 2023, the Company had restricted cash of $ 411 million within “Restricted cash and cash equivalents” in the Condensed Consolidated Balance Sheets, the majority of the balance is attributable to the Water District Settlement Fund.

At December 31, 2022, the Company had restricted cash of $ 103 million, within the “Restricted cash and cash equivalents - noncurrent”, which a majority is related to the MOU escrow account deposits.

Additional information can be found in Note 16.

Accrued and Other Current Liabilities

"Accrued and other current liabilities" in the Consolidated Balance Sheets were $ 1,269 million at December 31, 2023 and $ 951 million at December 31, 2022.

"Accrued and other current liabilities" at December 31, 2023 includes approximately $ 405 million related to a settlement agreement further discussed in Note 16.

Accrued payroll, which is a component of "Accrued and other current liabilities" was $ 250 million at December 31, 2023 and $ 291 million at December 31, 2022.

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Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income Taxes 2023 2022 2021

(In millions)

(In millions) For the years ended December 31,

(Loss) income from continuing operations before income taxes

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Foreign 1,199 1,756 1,737

Income (loss) from continuing operations before income taxes $ 1,448 $ 1,444 $ ( 1,259 )

Income from continuing operations before income taxes $ 504 $ 1,448 $ 1,444

Current tax expense

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Total deferred tax benefit $ ( 364 ) $ ( 204 ) $ ( 259 )

Provision for (benefit from) income taxes on continuing operations 387 237 90

Net income (loss) from continuing operations $ 1,061 $ 1,207 $ ( 1,349 )

Pre-tax loss from continuing operations for the year ended December 31, 2020, includes non-deductible, non-cash goodwill impairment charges of $ 1,862 million impacting the businesses held in the Corporate & Other and Electronics & Industrials segments and a non-deductible goodwill allocation of $ 247 million in connection with the TCS/HSC Disposal.

Of these amounts, $ 1,596 million related to the U.S and the remaining $ 513 million related to foreign operations.

See Note 14 for additional information.

(Benefit from) provision for income taxes on continuing operations ( 29 ) 387 237

Net income from continuing operations $ 533 $ 1,061 $ 1,207

Reconciliation to U.S.

Statutory Rate 2022 2021 2020

Statutory Rate For the years ended December 31,

2023 2022 2021

Statutory U.S.

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Acquisitions, divestitures and ownership restructuring activities 1

( 64.4 ) 2.5 6.3

Exchange gains/losses 2

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Stock-based compensation ( 1.0 ) ( 0.2 ) 0.1

Foreign-derived intangible income (FDII) ( 6.0 ) ( 2.0 ) ( 2.1 )

Other - net ( 1.6 ) 2.5 0.3

0.5 ( 1.8 ) 0.3

Effective tax rate ( 5.8 ) % 26.7 % 16.4 %

Includes a net tax expense of $ 22 million and net tax benefits of $ 148 million related to internal entity restructuring for the years ended December 31, 2021 and 2020, respectively.

Includes a net tax benefit of $ 324 million and a net tax expense of $ 22 million in connection with internal restructurings involving foreign subsidiaries for the years ended December 31, 2023 and 2021.

Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized.

Includes a tax benefit of $ 28 million, $ 30 million and $ 5 million related to the foreign derived intangible income deduction for the years ended December 31, 2022, 2021 and 2020 respectively.

Deferred Tax Balances at December 31, 2023 2022

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Pension and postretirement benefit obligations 46 55

Unrealized exchange gains (losses), net 16 17

Unrealized exchange (losses) gains, net ( 17 ) 16

Other accruals and reserves 131 139

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Investments 2

( 204 ) ( 290 )

Operating lease asset ( 116 ) ( 101 )

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Total net deferred tax liability $ ( 818 ) $ ( 1,049 )

Primarily related to recorded tax benefits and the non-realizability of tax loss and carryforwards from operations in the United States, Luxembourg and Asia Pacific.

Primarily related to recorded tax benefits and the non-realizability of tax loss and carryforwards from operations in the United States, Europe and Asia Pacific.

The Company reclassified a portion of its investments balance related to the impact of internal restructuring in 2023.

Included in the 2023 and 2022 deferred tax asset and liability amounts above is $ 410 million and $ 370 million, respectively, of a net deferred tax liability related to the Company’s investment in DuPont Specialty Products USA, LLC, which is a partnership for U.S.

federal income tax purposes.

The Company and its subsidiaries own in aggregate 100 % of DuPont Specialty Products USA, LLC and the assets and liabilities of DuPont Specialty Products USA, LLC are included in the Consolidated Financial Statements of the Company.

The Company and its subsidiaries own in aggregate 100 percent of DuPont Specialty Products USA, LLC and the assets and liabilities of DuPont Specialty Products USA, LLC are included in the Consolidated Financial Statements of the Company.

Operating Loss and Tax Credit Carryforwards Deferred Tax Asset

(In millions) 2022 2021

(In millions) As of December 31, 2023 2022

Operating loss carryforwards

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Settlement of uncertain tax positions with tax authorities ( 10 ) ( 10 ) ( 1 )

Exchange (gain) loss ( 9 ) ( 14 ) 24

Decreases due to expiration of statutes of limitations ( 9 ) — —

Exchange loss (gain) 5 ( 9 ) ( 14 )

Divestiture of N&B — — ( 64 )

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These tax returns are subject to examination and possible challenge by the tax authorities.

The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities.

The impact, if any, of these audits to the Company’s unrecognized tax benefits is not estimable.

Positions challenged by the tax authorities may be settled or appealed by the Company.

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Tax years that remain subject to examination for the Company’s major tax jurisdictions are shown below:

Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2022 Earliest Open Year

Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2023

Earliest Open Year

The Netherlands 2018

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In addition to the U.S.

federal tax imposed by The Act on all accumulated unrepatriated earnings through December 31, 2017, the Act introduced additional U.S.

federal tax imposed by the Tax Cuts and Jobs Act ("The Act") on all accumulated unrepatriated earnings through December 31, 2017, The Act introduced additional U.S.

federal tax on foreign earnings, effective as of January 1, 2018.

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It is not practicable to calculate the unrecognized deferred tax liability on undistributed foreign earnings due to the complexity of the hypothetical calculation.

2023 Internal Restructurings

The Company recorded a deferred tax benefit of $ 324 million for the year ended December 31, 2023, in connection with certain internal restructurings.

These restructurings in certain instances relied upon legal entity and asset valuations.

The aforementioned tax benefit is included in “(Benefit from) provision for income taxes on continuing operations” in the Consolidated Statements of Operations.

M&M Divestitures

The Company recorded a net tax expense of $ 127 million for the year ended December 31, 2022 in connection with certain internal restructurings.

The Company recorded a net tax expense of $ 21 million and $ 127 million for the year ended December 31, 2023 and 2022, respectively, in connection with certain internal restructurings.

These restructurings involve both legal entities within the M&M Businesses and legal entities retained by DuPont after the close of the M&M Divestiture to Celanese, and in certain instances relied upon legal entity valuations.

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2023 2022 2021

Income (loss) from continuing operations, net of tax $ 1,061 $ 1,207 $ ( 1,349 )

Income from continuing operations, net of tax $ 533 $ 1,061 $ 1,207

Net income from continuing operations attributable to noncontrolling interests 39 53 30

Income (loss) from continuing operations attributable to common stockholders $ 1,008 $ 1,177 $ ( 1,365 )

Income (loss) from discontinued operations, net of tax 4,856 5,308 ( 1,574 )

Net income from discontinued operations attributable to noncontrolling interests ( 4 ) 18 12

Income (loss) from discontinued operations attributable to common stockholders 4,860 5,290 ( 1,586 )

Net income (loss) available to common stockholders $ 5,868 $ 6,467 $ ( 2,951 )

Income from continuing operations attributable to common stockholders $ 494 $ 1,008 $ 1,177

(Loss) income from discontinued operations, net of tax ( 71 ) 4,856 5,308

Net (loss) income from discontinued operations attributable to noncontrolling interests — ( 4 ) 18

(Loss) income from discontinued operations attributable to common stockholders ( 71 ) 4,860 5,290

Net income available to common stockholders $ 423 $ 5,868 $ 6,467

Earnings Per Share Calculations - Basic

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2023 2022 2021

Earnings (loss) from continuing operations attributable to common stockholders $ 2.02 $ 2.17 $ ( 1.86 )

Earnings (loss) from discontinued operations, net of tax 9.75 9.75 ( 2.16 )

Earnings (loss) available to common stockholders 1

Earnings from continuing operations attributable to common stockholders $ 1.10 $ 2.02 $ 2.17

(Loss) earnings from discontinued operations, net of tax ( 0.16 ) 9.75 9.75

Earnings available to common stockholders 1

$ 0.94 $ 11.77 $ 11.92

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2023 2022 2021

Earnings (loss) from continuing operations attributable to common stockholders $ 2.02 $ 2.16 $ ( 1.86 )

Earnings (loss) from discontinued operations, net of tax 9.73 9.72 ( 2.16 )

Earnings (loss) available to common stockholders 1

Earnings from continuing operations attributable to common stockholders $ 1.09 $ 2.02 $ 2.16

(Loss) earnings from discontinued operations, net of tax ( 0.16 ) 9.73 9.72

Earnings available to common stockholders 1

$ 0.94 $ 11.75 $ 11.89

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The Company's net investment in nonconsolidated affiliates at December 31, 2023 and December 31, 2022 is $ 788 million and $ 686 million, respectively.

In the fourth quarter of 2023, the Company acquired an equity interest in Derby Group Holdings LLC ("Derby").

See Note 4 and below for further information.

In the first quarter of 2022, the Company recorded an other-than-temporary impairment on an equity method investment.

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Dividends Received from Nonconsolidated Affiliates 2023 2022 2021

(In millions) For the years ended December 31,

Dividends from nonconsolidated affiliates $ 71 $ 103 $ 98

The Company had an ownership interest in six nonconsolidated affiliates, with ownership interest (direct and indirect) of 50 percent at December 31, 2022.

The Company had an ownership interest in seven nonconsolidated affiliates, with ownership interest (direct and indirect) ranging from 19.9 percent to 50 percent at December 31, 2023.

Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the years ended December 31, 2023, 2022 and 2021.

Purchases from nonconsolidated affiliates represented less than 3 percent of “Cost of sales” for the year ended December 31, 2022 and less than 4 percent and approximately 3 percent for the years ended December 31, 2021 and 2020, respectively.

In reference to the paragraph above, sales to nonconsolidated affiliates in 2020 were primarily related to the sale of trichlorosilane, a raw material used in the production of polycrystalline silicon, to the HSC Group.

Sales of this raw material to the HSC Group are reflected in Corporate & Other.

In the third quarter of 2020, the Company sold its equity interest in the HSC group.

See Note 4 for further discussion.

The Company's equity earnings from the HSC Group is shown in the table below:

Equity Earnings in the HSC Group 2020

Equity in earnings $ 108

Purchases from nonconsolidated affiliates represented less than 3 percent of “Cost of sales” for the years ended December 31, 2023 and 2022 and less than 4 percent for the year ended December 31, 2021.

Derby Equity Interest

As a result of the Delrin® Divestiture, on November 1, 2023, the Company received a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”).

As such, no equity earnings of non-consolidated affiliates were recorded for the year ended December 31, 2023.

As of December 31, 2023, the carrying values of the retained equity investment and note receivable were $ 121 million and $ 228 million, respectively.

Refer to Note 4 for further information.

NOTE 14 - GOODWILL AND OTHER INTANGIBLE ASSETS

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Balance at December 31, 2021 $ 9,583 $ 6,801 $ 597 $ 16,981

Acquisitions 1

1,213 — — 1,213

Currency Translation Adjustment ( 186 ) ( 145 ) ( 5 ) ( 336 )

Other — — 18 18

Balance at December 31, 2022 $ 9,397 $ 6,656 $ 610 $ 16,663

Goodwill recognized for Spectrum Acquisition 1

Currency Translation Adjustment ( 10 ) 48 5 43

Other — — 18 18

Impairment — ( 804 ) — ( 804 )

Balance at December 31, 2023 $ 10,205 $ 5,900 $ 615 $ 16,720

On July 1, 2021, DuPont completed the acquisition of Laird PM, which is included in the Electronics & Industrial segment.

On August 1, 2023, DuPont completed the acquisition of Spectrum, which is included in the Electronics & Industrial segment.

See Note 3 for additional information.

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The fair value valuation increased the risk that any declines in financial projections, including changes to key assumptions, could have a material, negative impact on the fair value of the Company’s reporting units and assets, and therefore could result in an impairment.

The Company’s significant assumptions in these analyses 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 forecasted tax rate for the income approach and projected EBITDA and derived multiples from comparable market transactions for the market approach.

The Company’s significant assumptions in these analyses 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.

The Company's estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies.

Should future cash flows differ materially from the Company's estimate, or should there be a future market downturn, the Company may be required to perform additional impairment analyses that could result in a non-cash goodwill impairment charge.

In the fourth quarter of 2022, the Company performed qualitative testing on five of its reporting units and performed quantitative testing on two of its reporting units and determined that no impairments existed.

The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not (more than 50%) that the fair value of a reporting unit or asset is less than the respective carrying amount, including goodwill.

The results of the qualitative assessments indicated that it is not more likely than not that the fair values of the reporting units were less than their carrying values.

For the reporting units tested by applying the quantitative assessment, the Company used a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of the market approach).

No impairments were identified.

The estimated fair value of one of the reporting units within Water & Protection exceeded its carrying value by approximately 10 %.

As of the date of the quantitative assessment, the carrying amount of goodwill within this reporting unit was $ 5.4 billion.

Given this level of fair value, the reporting unit is sensitive to changes in the significant assumptions used in the analysis.

If the reporting unit does not perform to expected levels or there are adverse changes in certain macroeconomic factors, the related goodwill may be at risk for impairment in the future.

As part of its annual impairment test at October 1, 2023, the Company performed qualitative testing on six of its reporting units and performed quantitative testing on two of its reporting units.

The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not (more than 50 percent) that the fair value of a reporting unit or asset is less than the respective carrying amount, including goodwill.

The results of the qualitative assessments indicated that it is not more likely than not that the fair values of the six reporting units were less than their carrying values.

For the two reporting units tested by applying the quantitative assessment, the Company used a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of the market approach).

As of October 1, 2023, as previously disclosed, the estimated fair value of the Protection reporting unit (aggregation of the Safety and Shelter businesses), within the Water & Protection segment, exceeded its carrying value by less than 5 percent and the carrying amount of goodwill within this reporting unit was $ 5.5 billion.

No impairments were identified in any of the reporting units as part of the Company’s annual impairment assessment.

In connection with the preparation of the full year 2023 financial statements, the continuation of previously disclosed challenging macroeconomic environment in the residential, non-residential, and the repair and remodel construction markets, as well as incremental channel inventory destocking in healthcare and industrial end-markets served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its Protection reporting unit as of December 31, 2023 The Company performed quantitative testing on the Protection reporting unit using a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of the market approach).

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 is recorded within “Goodwill impairment charge” on the Consolidated Statements of Operations for the year ended December 31, 2023.

This reporting unit remains at risk for future impairment due to the fair value now being equal to the carrying value 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 December 31, 2023, the remaining carrying amount of goodwill within the Protection reporting unit was $ 4.8 billion.

During the first quarter of 2022, in conjunction with the announcement of the M&M Divestitures, the Company realigned the Retained Businesses, previously within the historic Mobility & Materials segment, to Corporate & Other (the "2022 Realignment").

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The fair values of the reporting units and the M&M Divestitures disposal groups were estimated using a combination of a discounted cash flow model and/or market approach.

During the first quarter of 2021, the Company realigned segments and as a result assessed and re-defined certain reporting units, 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, 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.

Other Intangible Assets

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Total $ 9,650 $ ( 3,836 ) $ 5,814 $ 9,173 $ ( 3,678 ) $ 5,495

During the fiscal year 2023, the Company retired fully amortized assets of $ 399 million of customer-related intangible assets and $ 25 million of other intangible assets.

During fiscal year 2022, the Company retired fully amortized assets of $ 390 million of developed technology, $ 210 million of trademarks/tradenames, $ 121 million of customer-related intangible assets, and $ 53 million of other intangible assets.

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No impairments were identified as a result of the analyses described above.

During the first quarter of 2021, the Company realigned certain segments that held intangible assets with indefinite lives, which served as a triggering event requiring the Company to perform an impairment analysis related to the intangible assets with indefinite lives impacted.

Impairment analyses were then performed, and no impairments were identified.

The following table provides the net carrying value of other intangible assets by segment:

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Electronics & Industrial 1

$ 3,521 $ 2,976

Water & Protection 2,206 2,424

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Total $ 5,814 $ 5,495

1.Includes intangible assets acquired as part of the Spectrum Acquisition.

See Note 3 for additional information.

Total estimated amortization expense for the next five fiscal years is as follows:

Estimated Amortization Expense

NOTE 15 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

NOTE 15 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES AND OTHER OBLIGATIONS

The following tables summarizes the Company's short-term borrowings, long-term debt and finance lease obligations:

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(In millions)

Commercial paper 1

Long-term debt due within one year $ — $ 300

Total short-term borrowings $ 300 $ 150

The weighted-average interest rate on commercial paper was 0.34 percent at December 31, 2021.

Long-Term Debt December 31, 2023 December 31, 2022

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Final maturity 2025 1,850 4.49 % 1,850 4.49 %

Final maturity 2028 2,250 4.73 % 2,250 4.73 %

Final maturity 2029 and thereafter 2

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Represents senior unsecured notes (the "2018 Senior Notes"), which are senior unsecured obligations of the Company.

Includes fair value hedging adjustment of $ 71 million related to the Company's interest rate swap agreements.

Includes fair value hedging adjustment of $ 59 million and $ 71 million at December 31, 2023 and 2022, respectively, related to the Company's interest rate swap agreements.

See Note 21 for additional information.

On November 18, 2022, the Company redeemed in full its fixed-rate long-term senior unsecured notes of $ 2.5 billion due 2023 at a redemption price equal to 100 % of the aggregate principal amount plus the accrued and unpaid interest.

In November 2023, the $ 300 million Floating Rate Senior Unsecured Notes matured and was repaid at par plus the accrued and unpaid interest.

The Company funded the repayment with cash on hand.

In November 2022, the Company redeemed in full its fixed-rate long-term senior unsecured notes of $ 2.5 billion due 2023 at a redemption price equal to 100 percent of the aggregate principal amount plus the accrued and unpaid interest.

The redemption was funded with the proceeds from the M&M Divestiture.

Principal payments of long-term debt for the five succeeding fiscal years is as follows:

Principal payments of long-term debt for the five succeeding fiscal years are as follows:

Maturities of Long-Term Debt for Next Five Years at December 31, 2023 Total

The estimated fair value of the Company's long-term borrowings was determined using Level 2 inputs within the fair value hierarchy, as described in Note 22.

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, the fair value of the Company's long-term borrowings, not including long-term debt due within one year, was $ 7,674 million and $ 12,595 million at December 31, 2022 and December 31, 2021, respectively.

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, the fair value of the Company's long-term borrowings, not including long-term debt due within one year, was $ 7,995 million and $ 7,674 million at December 31, 2023 and 2022, respectively.

Available Committed Credit Facilities

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In millions Effective Date Committed Credit Credit Available Maturity Date Interest

Revolving Credit Facility, Five -year

April 2022 $ 2,500 $ 2,488 April 2027 Floating Rate

364 -day Revolving Credit Facility

Five -Year Revolving Credit Facility

April 2022 $ 2,500 $ 2,486 April 2027 Floating Rate

2023 $ 1 B Revolving Credit Facility

May 2023 1,000 1,000 May 2024 Floating Rate

Total Committed and Available Credit Facilities $ 3,500 $ 3,486

In July 2022, the Company drew down $ 600 million under the 364 -day Revolving Credit Facility in order to facilitate certain intercompany internal restructuring steps related to the M&M Divestiture.

In July 2022, the Company drew down $ 600 million under the 2022 $ 1 B Revolving Credit Facility in order to facilitate certain intercompany internal restructuring steps related to the M&M Divestiture.

The Company repaid the borrowing in September 2022.

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Term Loan and Revolving Credit Facilities

On May 10, 2023, the Company entered into a new $ 1 billion 364-day revolving credit facility (the "2023 $1B Revolving Credit Facility").

There were no drawdowns of the facility during the year ended December 31, 2023.

On April 12, 2022, the Company entered into a new $ 2.5 billion five-year revolving credit facility (the " Five -Year Revolving Credit Facility").

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On April 12, 2022, the Company entered into an updated $ 1 billion 364 -day revolving credit facility (the "2022 $ 1 B Revolving Credit Facility").

On February 1, 2021, the Company terminated its fully drawn $ 3 billion term loan facilities.

The termination triggered the repayment of the aggregate outstanding principal amount of $ 3 billion, plus accrued and unpaid interest through and including January 31, 2021.

The Company funded the repayment with proceeds from the Special Cash Payment.

May 2020 Debt Offering

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There were no material changes to the debt covenants and default provisions at December 31, 2023.

Supplier Financing

The Company and certain of its designated suppliers, at their sole discretion, participate in a supplier financing program with a financial institution serving as an intermediary.

Under this program, the Company agrees to pay the financial institution the stated amount of confirmed invoices from its designated suppliers on the same terms and on the original maturity dates of the confirmed invoices, which have a weighted average payment term of approximately 110 days.

The Company does not pay any annual subscription or service fee to the financial institution, nor does the Company reimburse its suppliers for any costs they incur to participate in the program.

The Company’s obligations are not impacted by the suppliers’ decision to participate in this program.

The Company or the financial institution may terminate the agreement upon at least 30 days’ notice.

The amount of invoices outstanding confirmed as valid under the supplier financing programs as of December 31, 2023 and 2022 was $ 97 million and $ 127 million, respectively, and is recorded in “ Accounts Payable ” in the Consolidated Balance Sheets.

NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES

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At December 31, 2022, the Company has recorded indemnified assets of $ 70 million within "Accounts and notes receivable - net" and $ 237 million within "Deferred charges and other assets" and indemnified liabilities of $ 211 million within "Accrued and other current liabilities" and $ 274 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

The Company’s accruals discussed below 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”), are included in the balances above.

The Company’s accruals for indemnification liabilities related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company and to the DowDuPont ("DWDP") Separation and Distribution Agreement and the Letter Agreement between the Company and Corteva (together the “Agreements”) discussed below, are included in the balances above.

Additionally, as of December 31, 2023 the Company has recognized a liability of $ 405 million (including interest) related to the settlement agreement between Chemours, Corteva, EIDP and DuPont related to the aqueous film-forming foams multi-district litigation, as discussed below.

PFAS Stray Liabilities:

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The Company and Corteva will split their 50 percent of Qualified Spend in accordance with the Agreements;

After the term of this arrangement, Chemours’ indemnification obligations under the Chemours Separation Agreement would continue unchanged, subject in each case to certain exceptions set forth in the MOU.

In order to support and manage any potential future eligible PFAS costs, the parties also agreed to establish an escrow account.

The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $ 100 million into an escrow account and DuPont and Corteva shall together deposit $ 100 million in the aggregate into an escrow account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $ 50 million into an escrow account and DuPont and Corteva shall together deposit $ 50 million in the aggregate into an escrow account.

Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any

year beginning and including 2022.

Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $ 700 million, Chemours will make 50 percent of the deposits and DuPont and Corteva together will make 50 percent of the deposits necessary to restore the balance of the escrow account to $ 700 million.

Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU.

DuPont's aggregate escrow deposits of $ 100 million and $ 50 million at December 31, 2022 and 2021, respectively, are reflected in "Restricted cash and cash equivalents" on the Consolidated Balance Sheet.

accordingly, the Company's portion of the $ 2 billion is approximately $ 1.4 billion.

At December 31, 2023, the Company had paid Qualified Spend of approximately $ 170 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 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.

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

or (ii) Non-PFAS Stray Liabilities, (and together with PFAS Stray Liabilities, the “EIDP Stray Liabilities”).

The Agreements provide that the Company and Corteva will each bear specified amounts plus an additional $ 200 million of Indemnifiable Losses, described below, in relation to certain EIDP Stray Liabilities.

The Agreements further provide that the Company and Corteva will each bear 50 percent, $ 150 million each, of the first $ 300 million of total Indemnifiable Losses related to PFAS Stray Liabilities.

When the companies meet their respective $ 150 million threshold, Indemnifiable Losses related to PFAS Stray Liabilities will be borne 71 percent by DuPont and 29 percent by Corteva.

Indemnifiable Losses up to $ 150 million incurred for PFAS Stray Liabilities are credited against each company’s $ 200 million threshold.

Whenever Corteva or DuPont meets its $ 200 million threshold, the other would generally bear all Non-PFAS Stray Liabilities until meeting its $ 200 million threshold.

Thereafter, DuPont will bear 71 percent and Corteva will bear 29 percent of Indemnifiable Losses related to Non-PFAS 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 each) 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 December 31, 2023, the Company 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, the Company will bear 71 percent and Corteva will bear 29 percent of Indemnifiable Losses related to such Non-PFAS Stray Liabilities.

At December 31, 2023, 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.

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As of December 31, 2023 and 2022, total indemnified liabilities accrued include $ 139 million and $ 161 million, respectively, related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Consent Order between Chemours and the North Carolina Department of Environmental Quality (the "NC DEQ").

In addition to the above, as of December 31, 2021, the Company had recognized a liability of $ 12.5 million related to the settlement agreement between Chemours, Corteva and DuPont and Delaware's Attorney General, discussed below.

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

This excludes amounts related to the Water District Settlement Agreement.

In addition to the above, beginning the second quarter of 2023 and at December 31, 2023, the Company has recognized a liability of $ 405 million (including interest) 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.

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.

In 2004, EIDP settled a West Virginia state court class action, Leach v.

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District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water.

The 2017 settlement did not resolve claims of Leach class members who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017.

Since the 2017 settlement about 100 additional cases alleging personal injury, including kidney and testicular cancer claims, had been filed or noticed and were pending in the Ohio MDL.

On January 21, 2021, EIDP and Chemours entered into settlement agreements with plaintiffs’ counsel representing the Ohio MDL plaintiffs providing for a settlement of cases and claims in the Ohio MDL, except as noted below (the “Settlement”).

The total settlement amount is $ 83 million in cash with each of the Company and EIDP contributing $ 27 million and Chemours contributing $ 29 million.

Post the 2017 settlement, approximately 100 cases were brought by Leach class members.

On January 21, 2021, EIDP and Chemours entered into settlement agreements with plaintiffs’ counsel representing the Ohio MDL plaintiffs providing for a settlement of all but one of these cases (the “Settlement”).

The total settlement amount was $ 83 million in cash with each of the Company and EIDP contributing $ 27 million and Chemours contributing $ 29 million.

At June 30, 2021 the Company had paid in full its $ 27 million contribution.

The Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by the Company, Corteva, EIDP or Chemours.

DuPont was not a named party in the Leach case or the Ohio MDL and is not a named party in the Abbott case.

The personal injury case captioned “Abbott v.

du Pont de Nemours and Company” was not included in the Settlement and, following a denial of certification by the U.S.

Supreme Court in November 2023 and the exhaustion of all appeal routes, the amended jury verdict of $ 40 million, plus interest, is shared as defined in the MOU between Chemours, Corteva and DuPont.

DuPont's portion of the personal injury case settlement charge, including interest, was approximately $ 16 million and was paid during the fourth quarter 2023.

In connection with the Settlement, plaintiffs' counsel filed a motion to terminate the Ohio MDL, which they later requested be withdrawn.

Subsequently, plaintiffs' counsel filed or indicated intent to file, several new cases into the Ohio MDL.

DuPont was not a named party in the Leach case, the Ohio MDL, or the Abbott case.

Neither is it a defendant in the new cases being filed into the Ohio MDL.

In November 2023, DuPont, Chemours and Corteva reached a settlement agreement with the State of Ohio designed to benefit Ohio's natural resources and the people of the State of Ohio.

As part of the settlement, the companies agreed to pay the State of Ohio a combined total of $ 110 million, 80 percent of which the State has allocated to restoration of natural resources related to operation of the Washington Works facility.

Consistent with the MOU, DuPont's share of the settlement will be approximately $ 39 million, which is accrued for as of December 31, 2023.

Among other things, and subject to certain limitations and preservations, the settlement resolves the State's claims relating to releases of PFAS in or into the State from the Companies' facilities and claims relating to the manufacture and sale of PFAS-containing products.

The settlement also resolves the State's claims related to AFFF.

In July 2021, Chemours, Corteva (for itself and EIDP) and DuPont reached a resolution with the State of Delaware for $ 50 million among other consideration, that avoids litigation and addresses potential natural resources damages from known historical and current releases by the companies in or affecting Delaware.

In 2022, the companies paid the settlement consistent with the MOU, accordingly DuPont paid $ 12.5 million.

The settlement provides for a potential Supplemental Payment to Delaware up to a total of $ 25 million, in the event certain conditions are met.

The supplemental payment is to be paid subjected to the terms of the MOU.

As a result of the settlement agreement with the State of Ohio reached in November 2023, a Supplemental Payment is owed to the State of Delaware.

As a result, the Company has accrued approximately $ 9 million as of December 31, 2023 related to the Supplemental Payment.

As of December 31, 2023, there are various cases alleging damages due to PFAS which are discussed below.

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With the exception of the fraudulent conveyance claims, which are excluded from the MOU, legal fees, expenses, costs, and any potential liabilities for eligible PFAS costs presented by the following matters will be shared as defined in the MOU between Chemours, EIDP, Corteva and DuPont.

Beginning in April 2019, several dozen lawsuits involving water contamination arising from the use of PFAS-containing aqueous firefighting foams (“AFFF”) were filed against EIDP, Chemours, 3M and other AFFF manufacturers and in different parts of the country.

Most were consolidated in multi-district litigation docket in federal district court in South Carolina (the “SC MDL”).

Since then, the SC MDL has grown and contains approximately 3,400 cases.

Most of the actions in the SC MDL name DuPont as a defendant due to the fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.

Generally, the SC MDL contains multiple types of lawsuits including, but not limited to, approximately 3,100 personal injury cases, state attorneys general natural resource damages cases, and water provider contamination cases.

The court has selected City of Stuart, Florida v.

3M Company, et al.

as the first case to go to trial .

Trial is scheduled to take place on June 5, 2023.

The court has encouraged all parties to discuss resolution of the water provider category of cases, and on October 26, 2022 appointed a mediator to facilitate discussions among and between the parties.

Consistent with the court’s instruction and under the mutual obligations of the MOU, Chemours, Corteva/EIDP and DuPont, together, are engaged with Plaintiffs’ Counsel on these cases, including through the court-appointed mediator.

Beginning in April 2019, several dozen lawsuits alleging water contamination from the use of PFAS-containing aqueous film-forming foams (“AFFF”) were filed against EIDP and Chemours, in additional to 3M and other AFFF manufacturers.

The majority of these lawsuits were consolidated in a multi-district litigation (the “AFFF MDL”).

The AFFF MDL is captioned In Re:

Aqueous Film Forming Foams (AFFF) Products Liability Litigation and is pending in the United States District Court for the District of South Carolina (the “Court”).

Since then, the AFFF MDL has grown and contains approximately 5,400 cases.

Most of the actions in the AFFF MDL identify DuPont as a defendant only for the fraudulent transfer claims related to the

Chemours Separation and the DowDuPont separations.

Generally, the AFFF MDL contains multiple types of lawsuits including, but not limited to personal injury cases, state attorneys general natural resource damages cases, and water provider contamination.

DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containing products.

There are also state attorneys general lawsuits against DuPont, outside of the SC MDL.

These also claim environmental contamination by certain PFAS compounds but distinct from AFFF.

Generally, the states raise common law tort claims and seek economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to cleanup contamination from certain PFAS compounds, and to abate the alleged nuisance.

On June 30, 2023, Chemours, Corteva, EIDP and DuPont entered a definitive agreement to comprehensively resolve all PFAS-related claims of a defined class of U.S.

public water systems, including but not limited to water systems that are part of the AFFF MDL related to the use of aqueous film-forming foam, (the “Water District Settlement Agreement”) for $ 1.185 billion in cash.

In August 2023, the Court preliminarily approved the Water District Settlement Agreement.

Subsequent to the approval, during the third quarter of 2023, Chemours, EIDP, Corteva and DuPont collectively contributed $ 1.185 billion to a Qualified Settlement Fund (the “Water District Settlement Fund”).

In accordance with the MOU, Chemours contributed about 50 percent of the settlement amount (about $ 592 million), and DuPont (about $ 400 million) and Corteva (about $ 193 million) together contributed the remaining 50 percent.

Each of Chemours, Corteva and DuPont used its respective MOU Escrow Account deposits to fund in part their respective contributions into the Water District Settlement Fund.

As of June 30, 2023, DuPont had deposited an aggregate of $ 100 million into the MOU Escrow Account all of which it used to fund in part its $ 400 million contribution to the Water District Settlement Fund.

As a result, DuPont has $ 400 million, excluding interest, at December 31, 2023 related to these liabilities reflected in "Restricted cash and cash equivalents" on the Consolidated Balance Sheets.

DuPont's aggregate MOU escrow deposits of $ 100 million, excluding interest, at December 31, 2022 is reflected in "Restricted cash and cash equivalents - noncurrent" on the Consolidated Balance Sheets.

The 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 matter captioned City of Stuart, Florida v.

3M Company, et al.

is included in the settlement.

The class does not include water systems owned and operated by a State or the United States government;

small systems that have not detected PFAS and are not currently required to monitor for it under federal or state requirements;

and, unless they otherwise request to be included, water systems in the lower Cape Fear River Basin of North Carolina.

While it is reasonably possible that 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 preliminary approval process, the Court established, among other things, a timetable for notice to class members, a mechanism for class members to opt out of the settlement and a date for a final fairness hearing.

Additionally, the preliminary approval included a stay order for pre-existing lawsuits in which the plaintiff is a class member and an injunction prohibiting the filing of new suits where the plaintiff is a class member.

The Notice Administrator submitted a report on February 6, 2024 indicating that 924 of 14,167 entities on the list of potential class members submitted timely requests for exclusion.

The Court issued an order on December 7, 2023, allowing water systems that elected to opt out of the settlement to rejoin the settlement class by March 1, 2024.

Therefore, the number of opt-outs is not final and is subject to a court ordered review process for compliance with the opt out process.

On December 14, 2023, the Court held a final fairness hearing as a predicate to issuing an order either granting or denying final approval of the Water District Settlement Agreement.

The Water District Settlement Agreement addresses conditions under which the settlement might not proceed, including a walk-away right that enables Chemours, Corteva and DuPont to terminate the settlement if class member opt outs exceed specified confidential levels.

The companies had sufficient information to affirm on December 22, 2023 their support of the Water District Settlement Agreement and did not exercise their walk-away right.

Chemours, Corteva and DuPont have agreed to waive the obligation to make additional deposits into the MOU Escrow Account in 2023 and have agreed to waive the obligation due September 30, 2024 if (i) between October 1, 2023 and September 30, 2024, the parties have entered into settlement agreements resolving liabilities constituting Qualified Spend under the MOU that in the aggregate exceed $ 100 million;

(ii) each company has fully funded its respective portion share, in accordance with the MOU, of such settlements;

and (iii) such settlements are consummated.

If the Water District Settlement is not consummated, Chemours, Corteva and DuPont will redeposit into the MOU Escrow Account the cash each withdrew to partially fund its respective contribution to the Water District Settlement Fund.

In the third quarter 2023, the Company paid its cash contribution of $ 400 million to the Water District Settlement Fund.

At December 31, 2023, DuPont has recorded a liability of about $ 405 million (including interest) in connection with the Water District Settlement Agreement, included in "Accrued and other current liabilities" within the Consolidated Balance Sheets.

The $ 400 million pre-tax charge is recorded in discontinued operations for the year ended December 31, 2023.

As of December 31, 2023 the $ 400 million deposited, plus interest, within the Water District Settlement Fund is reflected in "Restricted cash and cash equivalents - current" on the Consolidated Balance Sheets.

The Company has presented these funds as restricted cash since their use is restricted under the Water District Settlement Agreement.

Subsequent to year end on February 8, 2024, the Court granted the plaintiffs’ motion for final approval of the Water District Settlement Agreement and final certification of settlement class.

The funds that the Company contributed into the Water District Settlement Fund, including interest, will be removed from restricted cash and de-recognized, along with the associated accrued liability, after the entry of judgment becomes final and non-appealable.

There are also state attorneys general lawsuits against DuPont, outside of the AFFF MD that make claims of 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 July 2021, Chemours, Corteva (for itself and EIDP) and DuPont reached a resolution with the State of Delaware that avoids litigation and addresses potential Natural Resources Damages (“NRD”) from known historical and current releases by the companies in or affecting Delaware.

The resolution releases potential state NRD claims arising from the environmental impacts of various chemicals, including PFAS, across all current and historical locations.

Consistent with the MOU, Chemours bore 50 percent or $ 25 million of the $ 50 million settlement and Corteva and DuPont have each bore $ 12.5 million.

The Company paid its portion of the settlement in January 2022.

The settlement also calls for a potential Supplemental Payment to Delaware up to a total of $ 25 million funded 50 percent by Chemours and 50 percent by Corteva and DuPont, jointly, under certain circumstances which are not deemed probable.

In April 2021, an historic DuPont Dutch subsidiary and the Dutch entities of Chemours and Corteva, received a civil summons filed before the Court of Rotterdam, the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility.

In April 2021, a historic DuPont Dutch subsidiary and the Dutch entities of Chemours and Corteva, received a civil summons filed before the Court of Rotterdam, the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility.

The municipalities are seeking liability declarations relating to the Dordrecht site’s current and historical PFAS operations and emissions.

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 municipality’s property rights by an objective standard.

Additional briefing is expected on this judgment and in accordance with local procedure, the Court will determine damages, if any, in a separate, subsequent proceeding.

On March 24, 2023, the Cape Fear Public Utility Authority (“CFPUA”) filed a lawsuit in Delaware Chancery Court against EIDP, Chemours, Corteva, and DuPont alleging that the companies engaged in a series of corporate restructurings in order to evade PFAS liabilities.

CFPUA asks for the court to unwind the Chemours spin off;

the DowDuPont merger and subsequent separations;

to find that DuPont and Corteva have assumed PFAS liabilities from EIDP and Chemours;

to enjoin the defendants from distributing, transferring, capitalizing, or disposing of any proceeds from the sale of any business, segment, division or asset;

and to impose a constructive trust over any such proceeds.

Upon a motion by the Plaintiff, the Court has stayed this matter.

The stay will remain in effect until the Judge decides to lift it.

In addition to the above matters, the Company is a named party in various other legal matters that make claims related to PFAS, for which the costs of litigation and future liabilities, if any, are eligible PFAS costs under the MOU and Indemnification Losses under the Agreements.

These matters include lawsuits filed by water districts and private water companies in New Jersey and California generally alleging contamination of water systems.

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

While the Company believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses, including in connection with the court-ordered mediation in the SC MDL, 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.

These additional costs could have a significant effect on the Company’s financial condition and/or cash flows in the period in which they occur;

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 December 31, 2023.

It is possible that additional costs or losses could have a significant effect on the Company’s financial condition and/or cash flows in the period in which they occur;

however, costs qualifying as Qualified Spend are limited by the terms of the MOU.

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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.

In June of 2022, the EPA announced updated health advisories for various PFAS compounds in drinking water.

Chemours received notice from the NC DEQ that its obligations under the Consent Order could be enlarged as a result of EPA’s announcement.

In the second quarter of 2022, the Company recorded an incremental liability related to its indemnification obligations under the MOU.

The increase primarily relates to incremental costs associated with activities at Chemours' site in Fayetteville, North Carolina under the Consent Order with the NC DEQ.

The accrued environmental obligations includes the following:

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Total environmental related liabilities $ 300 $ 263 $ 348

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.

Pursuant to the DWDP Separation and Distribution Agreement, the Company is required to indemnify Dow and Corteva for certain Non-PFAS clean-up responsibilities and associated remediation costs.

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.

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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These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term.

The portion of residual value guarantees that are probable of payment is included in the related lease liability in the Consolidated Balance Sheet.

The portion of residual value guarantees that are probable of payment is included in the related lease liability in the Consolidated Balance Sheets.

At December 31, 2023, the Company has future maximum payments for residual value guarantees in operating leases of $ 22 million with final expirations through 2034.

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Reflects income associated with subleases, not inclusive of all lessor arrangements disclosed below.

Operating cash flows from operating leases, excluding those related to the M&M Divestitures, were $ 109 million, $ 105 million, and $ 134 million for the year ended December 31, 2022, 2021 and 2020, respectively.

Operating cash flows from operating leases related to continuing operations were $ 115 million, $ 109 million, and $ 105 million for the year ended December 31, 2023, 2022 and 2021, respectively.

New operating lease assets and liabilities entered into during the year ended December 31, 2023 and 2022 were $ 160 million and $ 131 million, respectively.

For the year ended December 31, 2023, this included newly acquired Spectrum leases.

Supplemental balance sheet information related to leases was as follows:

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Total operating lease liabilities

Included in " Deferred charges and other assets " in the Consolidated Balance Sheet.

Included in " Accrued and other current liabilities " in the Consolidated Balance Sheet.

Included in " Other noncurrent obligations " in the Consolidated Balance Sheet.

Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

Included in " Deferred charges and other assets " in the Consolidated Balance Sheets.

Included in " Accrued and other current liabilities " in the Consolidated Balance Sheets.

Included in " Other noncurrent obligations " in the Consolidated Balance Sheets.

Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the fixed minimum 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.

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The Company has leases in which it is the lessor, with the largest being a result of the N&B Transaction.

In connection with the N&B Transaction and the M&M Divestiture, DuPont entered into leasing arrangements with IFF and Celanese, whereby DuPont is leasing certain properties, including office spaces and R&D laboratories.

These leases are classified as operating leases and lessor revenue and related expenses are not significant to the Company’s Consolidated Balance Sheet or Consolidated Statement of Operations.

In connection with the N&B Transaction and the M&M Divestitures, DuPont entered into leasing arrangements with IFF and Celanese, whereby DuPont is leasing certain properties, including office spaces and R&D laboratories.

These leases are classified as operating leases and lessor revenue and related expenses are not significant to the Company’s Consolidated Balance Sheets or Consolidated Statement of Operations.

Lease agreements where the Company is the lessor have final expirations through 2036.

Total lease revenue was $ 58 million for which the net profits recognized from these leases were approximately $ 14 million, both recorded in " Selling, general, and administrative expenses" and "Research and development expenses" for the year-ended December 31, 2022.

Contractual lease revenue for 2023 through 2027 ranges from $ 70 million to $ 80 million annually.

Total lease income was $ 73 million for which the net profits recognized from these leases were approximately $ 18 million, both recorded in " Selling, general, and administrative expenses" and "Research and development expenses" for the year-ended December 31, 2023.

Contractual lease income for 2024 through 2028 ranges from $ 61 million to $ 79 million annually.

NOTE 18 - STOCKHOLDERS' EQUITY

Share Repurchase Program

Share Repurchase Programs

On June 1, 2019, the Company's Board of Directors approved a $ 2 billion share buyback program ("2019 Share Buyback Program"), which expired on June 1, 2021.

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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 “$ 5 B Share Buyback Program", together with the 2022 Share Buyback Program, the "2022 Stock Repurchase Programs") in addition to the $ 250 million remaining under the Company’s existing share repurchase program.

The $ 5 B Share Buyback Program expires on June 30, 2024, unless extended or shortened by the Board of Directors.

In November 2022, DuPont entered into accelerated share repurchase ("ASR") agreements (the "2022 ASR Agreements") with each of three financial institutions (the "ASR Counterparties"), for the repurchase of an aggregate of approximately $ 3.25 billion of common stock with $ 250 million of such repurchases under the 2022 Share Buyback Program and the remaining $ 3 billion under the $ 5 B Share Buyback Program.

Pursuant to the terms of the 2022 ASR Agreement, DuPont paid an aggregate of $ 3.25 billion to the ASR Counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $ 2.6 billion.

The remaining $ 650 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders’ equity.

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

The ASR transaction is being funded with cash on hand and is expected to be completed in the third quarter 2023.

Any additional repurchases under the new share repurchase program will be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off the market, which may include additional accelerated share repurchase agreements.

In November 2022, DuPont entered into accelerated share repurchase ("ASR") agreements with each of three financial institutions (the "$ 3.25 B ASR Transaction").

DuPont paid an aggregate of approximately $ 3.25 billion of common stock with $ 250 million of such repurchases under the 2022 Share Buyback Program and the remaining $ 3 billion under the $ 5 B Share Buyback Program.

Pursuant to the terms of the $ 3.25 B ASR Transaction, DuPont paid an aggregate of $ 3.25 billion to the ASR Counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $ 2.6 billion.

The $ 3.25 B ASR Transaction was completed during the third quarter of 2023 with DuPont receiving and retiring an additional 8.0 million shares of DuPont common stock.

In connection with the completion of the transaction the remaining $ 613 million based on the price of the shares at the time of delivery was settled as a forward contract indexed to DuPont common stock at the time of settlement, classified within stockholders’ equity.

At the completion of the $ 3.25 B ASR Transaction, the Company had repurchased and retired a total of 46.8 million shares at an average price of $ 69.44 per share.

In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $ 2 billion of common stock ("$ 2 B ASR Transaction").

DuPont paid an aggregate of $ 2 billion to the counterparties and received initial deliveries of 21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $ 1.6 billion.

The remaining $ 400 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders’ equity as of December 31, 2023.

The $ 2 B ASR Transaction was funded with cash on hand.

Subsequent to year end, in the first quarter of 2024, the accelerated repurchase agreements under the $ 2 B ASR Transaction were settled.

The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, which were retired immediately and will be 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 $ 2 B ASR Transaction.

The completion of the $ 2 B ASR Transaction effectively completes the $ 5 B Share Buyback Program and the Company's stock repurchase authorization.

Subsequent to year end, 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 $ 1 B Program”).

The $ 1 B Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.

The timing and number of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.

The stock repurchase activity under the 2022 Stock Repurchase Programs were as follows:

2022 Stock Repurchase Programs Share Repurchased Average Price per Share Value of Shares Repurchased Remaining Amount Authorized

In millions, expect per share amounts

Balance as of January 1, 2022 $ —

Authorization of plan in February 2022 1,000

Repurchase of shares as of the quarter ended June 30, 2022 7.6 $ 65.5 $ 500 ( 500 )

Repurchase of shares as of the quarter ended September 30, 2022 4.3 $ 58.9 250 ( 250 )

Authorization of plan in November 2022 5,000

Accelerated share repurchase 38.8 2,600 ( 2,600 )

Unsettled forward contract for accelerated share repurchase 1

— 650 ( 650 )

Balance as of December 31, 2022 $ 2,000

Calculated based on the initial referenced stock price at the time the Company entered into the 2022 ASR Agreement.

In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $ 500 million of common stock;

DuPont received initial deliveries in February 2024, of 6.0 million shares of common stock.

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

Final settlement is expected in the second quarter 2024.

Any additional repurchases under the $ 1 B Program will be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off the market, which may include additional accelerated share repurchase agreements.

The timing and number of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.

The Inflation Reduction Act of 2022 introduced a 1 percent nondeductible excise tax imposed on the net value of certain stock repurchases made after December 31, 2022.

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 $ 21.2 million as a reduction to retained earnings for the year ended December 31, 2023, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in our Consolidated Balance Sheets as of December 31, 2023.

The following table provides a reconciliation of DuPont Common Stock activity for the years ended December 31, 2023, 2022 and 2021:

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Issued 2,074 —

Repurchased 1

( 55,743 ) ( 55,743 )

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Balance at January 1, 2021 $ 470 $ ( 425 ) $ ( 1 ) $ 44

Other comprehensive income (loss) before reclassifications

1,540 ( 102 ) — 1,438

Amounts reclassified from accumulated other comprehensive income — 22 — 22

Net other comprehensive income (loss) 1,540 ( 80 ) — $ 1,460

Balance at December 31, 2020 $ 470 $ ( 425 ) $ ( 1 ) $ 44

Other comprehensive (loss) income before reclassifications ( 742 ) 422 56 ( 264 )

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Balance at December 31, 2022 $ ( 968 ) $ 60 $ 117 $ ( 791 )

Other comprehensive income (loss) before reclassifications 46 ( 83 ) ( 41 ) ( 78 )

Amounts reclassified from accumulated other comprehensive income — ( 9 ) — ( 9 )

Delrin ® Divestiture reclassification adjustment

( 9 ) ( 23 ) — ( 32 )

Net other comprehensive income (loss) $ 37 $ ( 115 ) $ ( 41 ) $ ( 119 )

Balance at December 31, 2023 $ ( 931 ) $ ( 55 ) $ 76 $ ( 910 )

Includes cumulative translation adjustment impact associated with derivative instruments.

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Derivative instruments 12 ( 15 ) ( 18 )

Tax expense from income taxes related to other comprehensive (loss) income items $ 1 $ ( 140 ) $ 37

Tax expense from income taxes related to other comprehensive income (loss) items $ 38 $ 1 $ ( 140 )

A summary of the reclassifications out of AOCL for the years ended December 31, 2023, 2022 and 2021 is provided as follows:

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Pension and other post-employment benefit plans ( 35 ) ( 71 ) 111 See (1) below

Tax (benefit) expense 14 ( 35 ) 3 See (1) below

Tax expense (benefit) 3 14 ( 35 ) See (1) below

Pension and other post-employment benefit plans,

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Total reclassifications for the period, after tax $ ( 41 ) $ 164 $ 261

The activity for the year ended December 31, 2022 is classified almost entirely within "Income (loss) from discontinued operations, net of tax" as part of the M&M Divestiture, with a portion classified within and "Sundry income (expense) - net" as part of continuing operations.

The activity for the year ended December 31, 2021 is classified almost entirely within "Income (loss) from discontinued operations, net of tax" as part of the N&B Transaction, with a portion classified within and "Sundry income (expense) - net" as part of continuing operations.

The activity for the year ended December 31, 2020 is classified within the "Income (loss) from discontinued operations, net of tax", "Sundry income (expense) - net", "Net sales", "Cost of sales", and "Provision for income taxes on continuing operations" lines.

The activity for the year ended December 31, 2023 is classified almost entirely within "(Loss) income from discontinued operations, net of tax" as part of the Delrin® Divestiture, with a portion classified within "Sundry income (expense) - net" as part of continuing operations.

The activity for the year ended December 31, 2022 is classified almost entirely within "(Loss) income discontinued operations, net of tax" as part of the M&M Divestiture, with a portion classified within "Sundry income (expense) - net" as part of continuing operations.

The activity for the year ended December 31, 2021 is classified almost entirely within "(Loss) income from discontinued operations, net of tax" as part of the N&B Transaction, with a portion classified within "Sundry income (expense) - net" as part of continuing operations.

NOTE 19 - PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS

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Actuarial changes in assumptions and experience

( 872 ) ( 411 )

Benefits paid ( 208 ) ( 233 )

Plan amendments — ( 8 )

Acquisitions/divestitures/other 1, 2

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Benefit obligations at end of year $ 2,704 $ 2,726

The year ended 2023 is primarily related to the Delrin® Divestiture.

The year ended 2022 is primarily related to the M&M Divestiture.

The year ended 2021 is primarily related to the N&B Transaction, partially offset by the Laird PM Acquisition.

Change in Plan Assets and Funded Status of All Plans 2023 2022

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Funded status at end of year $ ( 280 ) $ ( 130 )

The year ended 2023 is primarily related to the Delrin® Divestiture.

The year ended 2022 is primarily related to the M&M Divestiture.

The year ended 2021 is primarily related to the N&B Transaction, partially offset by the Laird PM Acquisition.

The following tables summarize the amounts recognized in the Consolidated Balance Sheets for all significant plans:

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Pretax amounts recognized in accumulated other comprehensive loss (income):

Net gain $ ( 45 ) $ ( 60 )

Net loss (gain) $ 95 $ ( 45 )

Prior service credit ( 8 ) ( 15 )

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$ 87 $ ( 60 )

The decrease in the Company's actuarial gains for the year ended December 31, 2022 was primarily due to the changes in weighted-average discount rates, which increased from 1.32 percent at December 31, 2021 to 3.71 percent at December 31, 2022 offset by divestitures and losses on assets in excess of what was expected.

The accumulated benefit obligation for all pension plans was $ 2.6 billion and $ 4.0 billion at December 31, 2022 and 2021, respectively.

The decrease in the Company's actuarial gains for the year ended December 31, 2023 was primarily due to the changes in weighted-average discount rates, which decreased from 3.71 percent at December 31, 2022 to 3.26 percent at December 31, 2023 and due to divestitures, partially offset by gains on assets in excess of what was expected.

The accumulated benefit obligation for all pension plans was $ 2.6 billion at December 31, 2023 and 2022.

Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets December 31, 2023 December 31, 2022

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Fair value of plan assets $ 154 $ 157

Net Periodic Benefit Costs for All Significant Plans for the Year Ended December 31, 2022 2021 2020

Net Periodic Benefit Costs for All Significant Plans for the Years Ended December 31, 2023 2022 2021

Net Periodic Benefit Costs:

Service cost $ 25 $ 43 $ 53

$ 43 $ 53 $ 72

Interest cost 99 55 42

Expected return on plan assets ( 92 ) ( 97 ) ( 105 )

( 97 ) ( 105 ) ( 110 )

Amortization of prior service credit ( 3 ) ( 5 ) ( 5 )

( 5 ) ( 5 ) ( 5 )

Amortization of unrecognized net loss 5

Amortization of unrecognized net (gain) loss ( 1 ) 1 12

Curtailment/settlement ( 3 ) ( 4 ) 3

Net periodic benefit costs (credits) - Total $ 25 $ ( 7 ) $ —

Net periodic benefit costs (credits) - Discontinued operations ( 9 ) ( 3 ) 10

Net periodic benefit credits - Discontinued operations ( 6 ) ( 9 ) ( 3 )

Net periodic benefit costs - Continuing operations 1

Changes in plan assets and benefit obligations recognized in other comprehensive loss (income):

Net (gain) loss $ ( 35 ) $ ( 528 ) $ 117

Net loss (gain) $ 108 $ ( 35 ) $ ( 528 )

Prior service credit — — ( 8 )

Amortization of prior service credit 3 5 5

Amortization of unrecognized loss ( 1 ) ( 12 ) ( 16 )

Curtailment loss — — ( 4 )

Amortization of unrecognized gain (loss) 1 ( 1 ) ( 12 )

Settlement gain (loss) 3 4 ( 3 )

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Total recognized in net periodic benefit costs (credits) and other comprehensive loss (income) $ 147 $ ( 20 ) $ ( 554 )

The service cost from continuing operations was $ 30 million, $ 33 million, and $ 42 million for the years ended December 31, 2022, 2021 and 2020, respectively, for significant plans.

The interest cost from continuing operations was $ 49 million, $ 39 million, and $ 47 million for the years ended December 31, 2022, 2021 and 2020, respectively, for significant plans.

The expected return on plan assets from continuing operations was $ 73 million, $ 78 million, and $ 77 million for the years ended December 31, 2022, 2021 and 2020, respectively, for significant plans.

The amortization of prior service credits from continuing operations was $ 4 million, $ 5 million, and $ 2 million for the years ended December 31, 2022, 2021 and 2020, respectively, for significant plans.

The amortization of unrecognized net loss from continuing operations was $ 4 million for the year ended December 31, 2022, and losses of $ 11 million for the years ended December 31, 2021 and 2020 for significant plans.

The curtailment and settlement costs from continuing operations was a gain of $ 4 million for the year ended December 31, 2022, and a loss of $ 3 million, and $ 9 million for the years ended December 31, 2021, and 2020 respectively, for significant plans.

Refer to the separate table below for details of Net Periodic Benefit Costs for Plans in Continuing Operations.

Net Periodic Benefit Costs for Plans in Continuing Operations for the Years Ended December 31, 2023 2022 2021

Net Periodic Benefit Costs:

Service cost $ 22 $ 30 $ 33

Interest cost 93 49 39

Expected return on plan assets ( 78 ) ( 73 ) ( 78 )

Amortization of prior service credit ( 2 ) ( 4 ) ( 5 )

Amortization of unrecognized net (gain) loss ( 1 ) 4 11

Curtailment/settlement ( 3 ) ( 4 ) 3

Net periodic benefit costs - Continuing operations $ 31 $ 2 $ 3

Estimated Future Benefit Payments

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Debt - corporate-issued 5 — 5 — 40 — 40 —

Debt - asset-backed — — — — 1 — 1 —

Total fixed income securities $ 39 $ — $ 39 $ — $ 145 $ — $ 145 $ —

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Total investments measured at net asset value

$ 983 $ 1,697

Items to reconcile to fair value of plan assets:

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Actual return on assets:

Relating to assets sold during 2021 — — —

Relating to assets held at Dec 31, 2022 ( 2 ) ( 237 ) ( 239 )

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Actual return on assets:

Relating to assets sold during 2022 — — —

Relating to assets held at Dec 31, 2023 2 26 28

Purchases, sales and settlements, net 2 ( 16 ) ( 14 )

Transfers into Level 3 — 30 30

Transfers out of Level 3 2

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Balance at Dec 31, 2023 $ 79 $ 524 $ 603

Related to the Laird PM Acquisition.

Related to the N&B Transaction.

Related to the M&M Divestiture

Related to the Delrin® Divestiture

Defined Contribution Plans

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The Company's contributions to the Plan were $ 65 million in 2023 and $ 72 million in 2022.

Both periods are inclusive of M&M activity related to discontinued operations.

2021 is inclusive of N&B activity related to discontinued operations.

2023 is inclusive of Delrin® activity related to discontinued operations.

2022 is inclusive of M&M activity related to discontinued operations.

In addition, the Company made contributions to other defined contribution plans in 2023 in the amount of $ 35 million and $ 33 million in 2022.

Both periods are inclusive of M&M activity and the 2021 period is inclusive of N&B activity related to discontinued operations.

2023 is inclusive of Delrin® activity related to discontinued operations.

2022 is inclusive of M&M activity related to discontinued operations.

NOTE 20 - STOCK-BASED COMPENSATION

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The income tax benefits related to stock-based compensation arrangements were $ 16 million, $ 16 million, and $ 13 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Total unrecognized pretax compensation cost in continuing operations related to nonvested stock option awards of $ 5 million at December 31, 2022, is expected to be recognized over a weighted-average period of 1.7 years.

Total unrecognized pretax compensation cost in continuing operations related to nonvested stock option awards of $ 2 million at December 31, 2023, is expected to be recognized over a weighted-average period of 1.0 year.

Total unrecognized pretax compensation cost in continuing operations related to RSUs and performance based stock units ("PSUs") of $ 72 million at December 31, 2023, is expected to be recognized over a weighted average period of 1.7 years.

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Expected life of stock options granted during period (years) 6.0

No stock options were granted by the Company out of the EIP plan in 2023.

The Company determines the dividend yield by dividing the annualized dividend on DuPont's common stock by the option exercise price.

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Exercisable at December 31, 2023 300 $ 74.19 6.44 $ 821

1.Outstanding and exercisable balances are shown as zero as options were out of the money at December 31, 2022.

No awards were granted by the Company out of the EIP plan in 2023.

Additional Information about EIP Stock Options

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Related tax benefit 2

No stock options were granted by the Company out of the EIP plan in 2023.

These amounts represent life to date.

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Awards previously granted under those plans that were nonvested will now vest in each subplan.

No awards were granted by the Company out of the OIP plan in 2022.

No awards were granted by the Company out of the OIP plan in 2023 or 2022.

All new awards will be granted by the EIP.

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Expected life of stock options granted during period (years) 6.0

No awards were granted by the Company out of the OIP plan in 2022.

No awards were granted by the Company out of the OIP plan in 2023 or 2022.

The Company determines the dividend yield by dividing the annualized dividend on DuPont's common stock by the option exercise price.

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Related tax benefit 2

No awards were granted by the Company out of the OIP plan in 2022.

These amount represent life to date.

No awards were granted by the Company out of the OIP plan in 2023 or 2022.

These amounts represent life to date.

The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day of 2023 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year end.

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Nonvested at January 1, 2023 687 $ 67.09

1,500 $ 61.93

Granted — $ —

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Nonvested at December 31, 2023 163 $ 68.01

The opening weighted average fair value has been recast and is consistent with current year presentation.

TDCC Stock Incentive Plan

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No awards were granted by the Company out of the TDCC plan during 2023, 2022 and 2021.

The following table summarizes stock option activity for 2022:

TDCC Stock Options 2022

Number of Shares

(in thousands) Weighted Average Exercise Price

(per share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value

(in thousands)

Outstanding at January 1, 2022 1

Exercised ( 107 ) $ 48.93

Forfeited/Expired ( 14 ) $ 54.11

Outstanding at December 31, 2022 302 $ 68.24 3.32 $ 2,546

Exercisable at December 31, 2022 296 $ 68.71 3.38 $ 2,404

EIDP Equity Incentive Plan

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All options vest serially over a three-year period.

Stock option awards granted between 2010 and 2015 expire seven years after the grant date and options granted between 2016 and 2018 expire ten years after the grant date.

Stock option awards expire ten years after the grant date.

The plan allowed retirement-eligible employees of EIDP to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date.

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Expected life is determined by reference to EIDP's historical experience, adjusted for expected exercise patterns of in-the-money options.

The following table summarizes stock option activity for 2022 under EIDP's EIP:

The following table summarizes stock option activity for 2023:

EIDP Stock Options 2023

Number of Shares (in thousands)

Weighted Average Exercise Price (per share)

Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)

Number of Shares

(in thousands) Weighted Average Grant Date Fair Value

(per share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)

Outstanding at January 1, 2023 2,407 $ 71.60

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EIDP Restricted Stock Units

EIDP issued RSUs that serially vested over a three-year period and, upon vesting, convert one -for- one to DowDuPont Common Stock.

EIDP issued RSUs that serially vested over a three-year period.

A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date.

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The awards have the same terms and conditions as were applicable to such equity awards immediately prior to the DWDP Merger closing date.

EIDP granted PSUs to senior leadership.

Upon a change in control, EIDP's EIP provisions required PSUs to be converted into RSUs based on the number of PSUs that would vest by assuming that target levels of performance are achieved.

Service requirements for vesting in the RSUs replicate those inherent in the exchanged PSUs.

In accordance with the DWDP Merger Agreement, PSUs converted to RSU awards based on an assessment of the underlying market conditions in the PSUs at the

greater of target or actual performance levels as of the closing date.

As the actual performance levels were not in excess of target as of the closing date, all PSUs converted to RSUs based on target and there was no incremental benefit from the DWDP Merger Agreement when compared with EIDP’s EIP.

Nonvested awards of RSUs are shown below.

There were no RSUs granted out of the EIDP EIP in 2022, 2021 and 2020.

EIDP RSUs 2022

Shares in thousands Shares Grant Date Fair Value 1

Nonvested at January 1, 2022 321 $ 68.45

Vested ( 268 ) $ 68.76

Forfeited — $ —

Nonvested at December 31, 2022 53 $ 66.87

Weighted-average per share.

As of December 31, 2023, there are no material nonvested awards of RSUs and no RSUs granted out of the EIDP EIP in 2023, 2022 and 2021.

NOTE 21 - FINANCIAL INSTRUMENTS

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Total derivatives $ — $ 122 $ ( 82 ) $ 40 $ — $ 159 $ ( 106 ) $ 53

At December 31, 2022 there was $ 7 million of restricted cash classified as " Prepaid and other current assets " and $ 103 million classified as " Restricted cash and cash equivalents " in the Consolidated Balance Sheets.

At December 31, 2021 there was $ 12 million of restricted cash classified as " Prepaid and other current assets " and $ 53 million classified as " Restricted cash and cash equivalents " in the Consolidated Balance Sheets.

At December 31, 2023 there was $ 411 million of restricted cash classified as "Restricted cash and cash equivalents" in the Consolidated Balance Sheets.

At December 31, 2022 there was $ 7 million of restricted cash classified as "Restricted cash and cash equivalents" and $ 103 million classified as " Restricted cash and cash equivalents - noncurrent " in the Consolidated Balance Sheets.

See Note 7 for more information on restricted cash.

Included in the balance is a fair value hedging revaluation related to the Company's interest rate swap agreements.

At December 31, 2023 and 2022 this balance was $ 59 million and $ 71 million, respectively.

Classified as "Deferred charges and other assets" in the Consolidated Balance Sheets.

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The Company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses.

Company anticipates performance by counterparties to these contracts and therefore no material loss is expected.

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.

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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 % for € 819 million at a weighted average interest rate of 3.26 %.

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.

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Cash equivalents and restricted cash equivalents 1

Marketable securities 2

Derivatives relating to:

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Total liabilities at fair value $ 8,088

Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Prepaid and other current assets" in the Consolidated Balance Sheets and held at amortized cost, which approximates fair value.

Time deposits classified as held to maturity, with maturities of greater than three months and less than twelve months at time of acquisition, which are recorded at amortized cost which approximates fair value.

Time deposits included in "Cash and cash equivalents" in the Consolidated Balance Sheets are held at amortized cost, which approximates fair value.

"Cash and cash equivalents" and "Restricted cash and cash equivalents" at December 31, 2023 in the Consolidated Balance Sheets includes $ 50 million of money market funds and $ 405 million deposited within a qualified settlement fund consisting of treasury bills, respectively, representing Level 1 fair value measurement investments, also held at amortized cost.

See Note 21 for the classification of derivatives in the Consolidated Balance Sheets.

Assets and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Consolidated Balance Sheets.

The offsetting counterparty and cash collateral amounts were $ 17 million for both assets and liabilities as of December 31, 2022 .

The offsetting counterparty and cash collateral amounts were $ 11 million and zero , respectively, for both assets and liabilities as of December 31, 2023.

Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

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Cash equivalents and restricted cash equivalents 1

Marketable securities 2

Derivatives relating to:

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Derivatives relating to:

Interest rate swap agreements 71

Foreign currency contracts 3

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See Note 21 for the classification of derivatives in the Consolidated Balance Sheets.

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Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks.

For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources.

Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.

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Significant Other Unobservable Inputs (Level 3) Total Losses

At December 31, 2023

Assets at fair value:

Long-lived assets, intangible assets, and other assets $ 55 $ ( 94 )

Goodwill $ 4,814 $ ( 804 )

At December 31, 2022

Assets at fair value:

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2023 Fair Value Measurements on a Nonrecurring Basis

During the first quarter of 2022, the Company recorded an impairment charge related to equity method investments within Electronics & Industrial.

During the fourth quarter of 2023, the Company recorded an impairment charge related to goodwill within Water & Protection.

The impairment analysis was performed using Level 3 inputs within the fair value hierarchy.

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2022 Fair Value Measurements on a Nonrecurring Basis

During the third quarter of 2020, the Company recorded impairment charges related to indefinite-lived intangible assets and long-lived assets within Corporate & Other segment.

These impairment analyses were performed using Level 3 inputs within the fair value hierarchy.

See Notes 4 and 6 for further discussion.

During the first quarter of 2020, the Company recorded impairment charges related to long-lived assets within Corporate & Other.

See Notes 6 for further discussion of these fair value measurements.

During the first quarter of 2022, the Company recorded an impairment charge related to equity method investments within Electronics & Industrial.

The impairment analysis was performed using Level 3 inputs within the fair value hierarchy.

See Note 6 for further discussion.

NOTE 23 - SEGMENTS AND GEOGRAPHIC REGIONS

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Transfers of products between operating segments are generally valued at cost.

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

The revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the current and historical periods.

In addition, the Retained Businesses previously reported in the historic Mobility & Materials segment are reported in Corporate & Other.

These reporting changes have been retrospectively applied for all periods presented.

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

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

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

A portion of these indirect costs include costs related to activities the Company will continue to undertake post-closing of the M&M Divestitures, 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.

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Net Trade Revenue by Geographic Region 2023 2022 2021

(In millions) For the years ended December 31,

United States $ 3,914 $ 4,066 $ 3,661

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Restructuring and asset related charges - net 2

118 17 20 155

Goodwill impairment charges — 804 — 804

Depreciation and amortization 607 507 33 1,147

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Restructuring and asset related charges - net 2

118 17 20 155

Depreciation and amortization 580 494 61 1,135

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Equity in earnings of nonconsolidated affiliates

34 26 108 168

Restructuring asset related charges - net 2

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Capital expenditures 337 391 88 816

A reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA is provided in the table on the following page.

A reconciliation of "Income from continuing operations before income taxes" to Operating EBITDA is provided in the table on the following page.

See Note 6 for information regarding the Company's restructuring programs and asset related charges.

Segment Information Reconciliation to Consolidated Financial Statements Segment Totals M&M

Divestitures N&B Separation Other 1

For the Year Ended December 31, 2022

Capital expenditures $ 659 $ 90 $ — $ ( 6 ) $ 743

Depreciation and amortization 1,135 $ 45 $ — $ — $ 1,180

For the Year Ended December 31, 2021

Capital expenditures $ 816 $ 75 $ 14 $ ( 14 ) $ 891

Depreciation and amortization $ 1,112 $ 283 $ 63 $ — $ 1,458

For the Year Ended December 31, 2020

Capital expenditures $ 755 $ 78 $ 213 $ 148 $ 1,194

Depreciation and amortization $ 1,086 $ 287 $ 1,721 $ — $ 3,094

Reflects the incremental cash spent or unpaid on capital expenditures;

total capital expenditures are presented on a cash basis.

Total Asset Reconciliation at December 31, 2023 2022 2021

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Total assets $ 38,552 $ 41,355 $ 45,707

Reconciliation of "Income (Loss) from continuing operations, net of tax" to Operating EBITDA 2022 2021 2020

Income (Loss) from continuing operations, net of tax $ 1,061 $ 1,207 $ ( 1,349 )

+ Provision for income taxes on continuing operations 387 237 90

Income (Loss) from continuing operations before income taxes $ 1,448 $ 1,444 $ ( 1,259 )

Segment Capital Expenditure Reconciliation to Consolidated Financial Statements 2023 2022 2021

Segment Totals $ 590 $ 659 $ 816

Total $ 619 $ 662 $ 788

Reflects the incremental cash spent or unpaid on capital expenditures;

total capital expenditures are presented on a cash basis.

Reconciliation of "Income from continuing operations, net of tax" to Operating EBITDA 2023 2022 2021

(In millions) For the years ended December 31,

Income from continuing operations, net of tax $ 533 $ 1,061 $ 1,207

+ (Benefit from) provision for income taxes on continuing operations ( 29 ) 387 237

Income from continuing operations before income taxes $ 504 $ 1,448 $ 1,444

+ Depreciation and amortization 1,147 1,135 1,112

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+ Interest expense 2

- Non-operating pension/OPEB benefit 1

- Non-operating pension/OPEB (credit) benefit 1

- Foreign exchange (losses) gains, net 1

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Included in "Sundry income (expense) - net."

The year ended December 31, 2022 and December 31, 2021 excludes significant items, refer to details below.

The year ended December 31, 2022 excludes significant items, refer to details below.

The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA above:

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( 49 ) ( 55 ) ( 42 ) ( 146 )

Goodwill impairment charge 3

— ( 804 ) — ( 804 )

Gain on divestiture 4

Total $ ( 62 ) $ ( 858 ) $ ( 41 ) $ ( 961 )

Acquisition, integration and separation costs related to the Spectrum Acquisition.

Includes restructuring actions and asset related charges.

See Note 6 for additional information.

Reflects a non-cash goodwill impairment charge in the Protection Reporting unit (aggregation of Safety and Shelter businesses).

See Note 14 for additional information.

Reflected in "Sundry income (expense) - net."

Significant Items by Segment for the Year Ended December 31, 2022 Electronics & Industrial Water & Protection Corporate & Other Total

Acquisition, integration and separation costs 1

$ — $ — $ ( 193 ) $ ( 193 )

Restructuring and asset related charges - net 2

( 24 ) ( 17 ) ( 20 ) ( 61 )

Asset impairment charges 3

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See Note 6 for additional information.

Reflected in "Sundry income (expense) - net." Refer to Note 4 for additional information.

Reflected in "Sundry income (expense) - net." See Note 4 for additional information.

Includes acquisition costs associated with the Terminated Intended Rogers Acquisition related to the financing agreements, specifically the structuring fees and the amortization of the commitment fees reflected in "Interest Expense."

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Includes the amortization of the fair value step-up in Laird PM's inventories as a result of the acquisition.

Reflected in "Sundry income (expense) - net." Refer to Note 4 for additional information.

Reflected in "Sundry income (expense) - net." See Note 4 for additional information.

Significant Items by Segment for the Year Ended December 31, 2020 Electronics & Industrial Water & Protection Corporate & Other Total

Acquisition, integration and separation costs 1

$ — $ — $ ( 177 ) $ ( 177 )

Restructuring and asset related charges - net 2

( 7 ) ( 48 ) ( 117 ) ( 172 )

Goodwill impairment charges 3

( 834 ) — ( 1,028 ) ( 1,862 )

Asset impairment charges 4

— — ( 642 ) ( 642 )

Gain on divestiture 5

197 — 396 593

Total $ ( 644 ) $ ( 48 ) $ ( 1,568 ) $ ( 2,260 )

Acquisition, integration and separation costs related to strategic initiatives including the divestiture of the held for sale businesses and post-DWDP Merger integration.

Includes Board approved restructuring plans and asset related charges.

See Note 6 for additional information.

Reflects non-cash goodwill impairment charges recorded as follows:

a $ 533 million charge recorded in the first quarter 2020 related to PVAM reflected in Corporate & Other;

a $ 1,146 million charge recorded in the second quarter 2020 related to the Electronics & Industrial and Corporate & Other;

and $ 183 million in charges recorded in the third quarter of 2020 related to the PVAM business reflected in Corporate & Other.

The impairment analysis were performed due to lower than expected proceeds of a potential divestiture serving as a triggering event, demand declines due to COVID-19, and softening conditions in certain end markets.

See Note 6 for additional information.

Refer to Note 4 for additional information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures