What changed in this filing

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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-15 · 539 added, 597 removed, 1935 unchanged (37% of the section changed)

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These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

As of December 31, 2023, the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.

As of December 31, 2024, the Company's Executive Chairman (Principal Executive Officer (PEO)), Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the PEO, CEO and CFO concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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.

Management's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excluded Donatelle Plastics, LLC, which was acquired by the Company in July 2024.

The total assets and total net sales of Donatelle Plastics, LLC excluded from management’s assessment of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

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.

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and is incorporated herein by reference.

Information related to DuPont’s insider trading policies and procedures applicable to directors, officers and employees, and to the Company itself is contained in the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders of DuPont de Nemours, Inc.

and is incorporated herein by reference.

A copy of the Company's Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

EXECUTIVE COMPENSATION

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Balance at beginning of period $ 738 $ 703 $ 700

Additions 3, 4

Deductions from reserves 3

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Additions and Deductions include currency translation adjustments.

Includes approximately $ 50 million related to the acquisition of Laird Performance Materials in 2021.

Financial Statement Schedules listed under the Securities and Exchange Commission ("SEC") rules but not included in this report are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto incorporated by reference.

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Current Report on Form 8-K filed February 7, 2023.

DuPont de Nemours, Inc.

Insider Trading Policy.

Subsidiaries of the Registrant.

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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.

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Signature Title(s) Date

/s/ LORI KOCH Executive Vice President and

/s/ ANTONELLA B.

FRANZEN Senior Vice President and

Chief Financial Officer

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Signature Title(s) Date

KOCH Chief Executive Officer and Director February 14, 2025

/s/ EDWARD D.

BREEN Chief Executive Officer and Director February 15, 2024

BREEN Executive Chairman February 14, 2025

Breen (Principal Executive Officer)

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/s/ LUTHER C.

KISSAM Director February 15, 2024

KISSAM, IV Director February 14, 2025

LICO Director February 14, 2025

/s/ FREDERICK 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, 2024.

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.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excluded Donatelle Plastics, LLC, which was acquired by the Company in July 2024.

The total assets and total net sales of Donatelle Plastic, LLC excluded from management’s assessment of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

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/s/ EDWARD D.

BREEN /s/ LORI KOCH

Chief Executive Officer Lori Koch

BREEN /s/ LORI D.

KOCH /s/ ANTONELLA B.

Executive Chairman Lori D.

Chief Executive Officer Antonella B.

Chief Financial Officer

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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.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Donatelle Plastics, LLC from its assessment of internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Donatelle Plastics, LLC from our audit of internal control over financial reporting.

Donatelle Plastics, LLC 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 both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

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;

(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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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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 – Protection reporting unit

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill impairment assessment – Protection reporting unit

As described in Notes 1 and 14 to the consolidated financial statements, as of December 31, 2024, the Company’s consolidated goodwill balance was $16.6 billion, and the goodwill associated with the Protection reporting unit was $4.8 billion.

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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 a result of the assessment performed, management concluded the estimated fair value of the Protection reporting unit exceeded its carrying value and that no impairments were identified.

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;

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

projected revenue growth, EBITDA margin, weighted average cost of capital, terminal growth rate and the tax rate.

Under the market approach, management applies the Guideline Public Company Method, 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 assessment of 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 growth, EBITDA margins, 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 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 included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Protection reporting unit and controls over the development of the significant assumptions related to projected revenue growth, EBITDA margins, 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;

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

(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 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 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 (iv) evaluating the reasonableness of the significant assumptions used by management related to projected revenue growth, EBITDA margins, 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 management’s assumptions related to projected revenue growth, EBITDA margins, 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 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.

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

/s/ PricewaterhouseCoopers LLP

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Income from continuing operations before income taxes $ 1,192 $ 504 $ 1,448

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

Provision for (benefit from) income taxes on continuing operations 414 ( 29 ) 387

Income from continuing operations, net of tax $ 778 $ 533 $ 1,061

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Net income $ 738 $ 462 $ 5,917

Other comprehensive income (loss), net of tax

Other comprehensive (loss) income, net of tax

Cumulative translation adjustments ( 575 ) 38 ( 1,119 )

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Derivative instruments 32 ( 41 ) 61

Split-off of N&B — — 258

Separation of M&M Divestitures — ( 32 ) 167

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$ 1,850 $ 2,392

Marketable securities

Restricted cash and cash equivalents 6 411

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Prepaid and other current assets 179 194

Assets of discontinued operations — 1,291

Total current assets

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Accrued and other current liabilities

Liabilities of discontinued operations — 146

Total current liabilities

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Earnings of nonconsolidated affiliates less than dividends received 13 20 36

Net periodic pension benefit cost 31 2 3

Net periodic pension benefit (credit) cost ( 1 ) 31 2

Periodic benefit plan contributions ( 51 ) ( 63 ) ( 66 )

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Restructuring and asset related charges - net 87 146 155

Stock based compensation 77 74 75

Goodwill impairment charge — 804 —

Inventory step-up amortization — — 12

Other net loss 128 16 177

Loss on debt extinguishment 74 — —

Interest rate swap loss 138 — —

Other net (income) loss ( 27 ) 54 ( 59 )

Changes in assets and liabilities, net of effects of acquired and divested companies:

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Other investing activities, net 43 6 12

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

Cash (used for) provided by investing activities - continuing operations ( 849 ) 172 9,004

Financing Activities

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Dividends paid to stockholders ( 635 ) ( 651 ) ( 652 )

Payment of excise tax on purchase of treasury stock ( 21 ) — —

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

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Cash Flows from Discontinued Operations

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

Cash used for operations - discontinued operations ( 474 ) ( 273 ) ( 661 )

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

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

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

Cash used for financing activities - discontinued operations — — ( 21 )

Cash used in discontinued operations ( 474 ) ( 306 ) ( 763 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 62 ) ( 37 ) ( 148 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 911 ) ( 969 ) 1,696

(Continued on the following page)

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Cash Flows

(In millions) For the years ended December 31, 2024 2023 2022

Cash, cash equivalents and restricted cash from continuing operations, beginning of period 2,803 3,772 2,037

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Cash, cash equivalents and restricted cash at end of period $ 1,892 $ 2,803 $ 3,772

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Cash Flows

(In millions) For the years ended December 31, 2024 2023 2022

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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 interest — — — — — 2 2

Distributions to non-controlling interests — — — — — ( 37 ) ( 37 )

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

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

Retirement of treasury stock

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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, 2024 and 2023, 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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Beginning on June 3, 2019, the Company's common stock is traded on the New York Stock Exchange under the ticker symbol "DD."

N&B Transaction

On February 1, 2021, DuPont completed the separation and distribution of the Nutrition & Biosciences business segment (the "N&B Business"), and merger of Nutrition & Biosciences, Inc.

(“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of International Flavors & Fragrances Inc.

The distribution was effected through an exchange offer (the “Exchange Offer”) and the consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “N&B Merger” and, together with the Exchange Offer, the “N&B Transaction”).

See Note 4 for more information.

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.

Intended Electronics Separation

On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”).

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).

DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S.

Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

M&M Transactions

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See Note 4 for more information.

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 results of operations for the year ended December 31, 2022, present the financial results of the M&M Businesses as discontinued operations.

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 Consolidated Statements of Cash Flows for the year ended December 31, 2022, 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 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.

Use of Estimates in Financial Statement Preparation

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If a foreign entity does not align with either category, factors are evaluated and a judgment is made to determine the functional currency.

For foreign entities where the USD is the functional currency, all foreign currency-denominated asset and liability amounts are re-measured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill and other intangible assets, which are re-measured at historical rates.

For foreign entities where the USD is the functional currency, all foreign currency-denominated asset and liability amounts are re-measured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill, other intangible assets and other non-monetary items, which are re-measured at historical rates.

Foreign currency income and expenses are re-measured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts re-measured at historical exchange rates.

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For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are reported, net of their related tax effects, as a component of accumulated other comprehensive loss in equity.

Assets and liabilities denominated in other than the local currency are re-measured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur.

Assets and liabilities denominated in other than the local currency are re-measured into the local currency prior to translation into USD and the resultant exchange gains or

losses are included in income in the period in which they occur.

Income and expenses are translated into USD at average exchange rates in effect during the period.

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

In 2024, the Company issued a notice of partial redemption concerning the associated long-term debt linked to this hedging relationship.

As a result, the Company dedesignated the hedging relationship, and fair value hedge accounting is no longer applied to these swaps.

After dedesignation, changes in fair value of these swaps are recognized directly in earnings in “Sundry income (expense) – net” in the Consolidated Statements of Operations, resulting in gains or losses that are separate from the hedged item.

In addition, the Company has entered into two forward-starting fixed-to-floating interest rate swap agreements to hedge changes in the fair value of the Company’s long-term debt resulting from interest rate movements.

These new derivatives convert fixed interest rate payments to floating rate payments.

The Company employs both the dedesignated fixed-to-floating interest rate swaps and the forward-starting fixed-to-floating interest rate swaps as economic hedges of its fixed-rate debt.

Changes in the fair value of the economic hedges, and any gains or losses from net interest settlements associated with the dedesignated swaps, are recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations.

Cash payments or receipts associated with interest rate swaps are classified as operating activities in the Consolidated Statements of Cash Flows.

Net Foreign Investment Hedge

The Company has entered into fixed-for-fixed cross currency swaps which are designated as a net investment hedge and has made an accounting policy election to account for the net investment hedge using the spot method.

The Company has fixed-for-fixed cross currency swaps which are designated as a net investment hedge and has made an accounting policy election to account for the net investment hedge using the spot method.

The Company has also elected to amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued.

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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.

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

When applicable, third-party purchase offers may be utilized to measure fair value.

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Operating lease liabilities are included in "Accrued and other current liabilities" and "Other noncurrent obligations" on the Consolidated Balance Sheets.

Finance lease ROU assets are included in " Property, plant and equipment - net " and the corresponding lease liabilities are included in " Long-term debt " on the Consolidated Balance Sheets.

Finance lease ROU assets are included in "Property, plant and equipment - net" and the corresponding lease liabilities are included in " Long-term debt " or "Short-term borrowings" on the Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

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The Company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination.

The Company accrues for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated.

The Company accrues for other tax contingencies, such as indemnifications, when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated.

The current portion of uncertain income tax positions is included in "Income taxes payable" and the long-term portion is included in "Other noncurrent obligations" in the Consolidated Balance Sheets.

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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 rollforward information disclosures have been implemented as required for the year ended December 31, 2024.

See Note 15 for more information.

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

2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers.

Historically, the Company has recognized contract assets and contract liabilities at the acquisition date based on fair value estimates in accordance with ASC 805, Business Combinations.

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 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.

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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.

The new guidance requires disclosures of significant segment expenses regularly 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.

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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.

The disclosures have been implemented as required for the year ended December 31, 2024.

See Note 23 for more information.

Accounting Guidance Issued But Not Adopted at December 31, 2024

In December 2023, the FASB issued Accounting Standards Update No.

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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 disclosures will be implemented as required for the Company's 2025 annual report.

The Company is currently evaluating the impact of adopting this guidance.

In March 2024, the U.S.

Securities and Exchange Commission ("SEC") adopted rules under SEC Release No.

33-11275, "The Enhancement and Standardization of Climate-Related Disclosures for Investors", which require a registrant to disclose information in annual reports and registration statements about climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition.

The information would include disclosure of a registrant's greenhouse gas emissions.

In addition, certain disclosures related to severe weather events and other natural conditions will be required in a registrant’s audited financial statements.

Certain annual disclosure requirements would be effective as early as the fiscal year beginning January 1, 2025.

However, in April 2024, the SEC voluntarily stayed the final rules pending certain legal challenges.

The Company is currently evaluating the impact of these rules on its disclosures.

In November 2024, the FASB issued Accounting Standards Update No.

2024-03, "Income Statement:

Reporting Comprehensive Income (Topic 220):

Expense Disaggregation Disclosures" ("ASU 2024-03") to improve disclosures about the nature of expenses within line items on the statements of operations.

The amendments in ASU 2024-03 are effective for the Company's 2028 annual report and subsequent interim periods;

however, early adoption is permitted.

The amendments can be applied prospectively or retrospectively to all periods presented.

The Company is currently evaluating the impact of adopting this guidance.

NOTE 3 - ACQUISITIONS

Donatelle Plastics Acquisition

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), for a net purchase price of $ 365 million (the "Donatelle Plastics Acquisition"), which includes immaterial adjustments for acquired cash and net working capital.

The net purchase price also includes the estimated fair value for a contingent earn-out liability of $ 40 million, further discussed below.

Donatelle Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices.

Donatelle Plastics is being integrated into Industrial Solutions within the Electronics & Industrial segment.

The purchase accounting and purchase price allocation for Donatelle Plastics are substantially complete.

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

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

The provisional fair values allocated to the assets acquired and liabilities assumed on July 28, 2024 include total assets of $ 268 million and total liabilities of $ 17 million.

The goodwill acquired as part of the Donatelle Plastics Acquisition was $ 114 million resulting in total consideration of $ 365 million.

The fair value of total assets acquired primarily includes $ 201 million of other intangible assets and $ 36 million of property, plant and equipment.

The remaining assets acquired primarily include cash and cash equivalents and inventory.

Final determination of the fair values may result in further adjustments to these values.

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

Other Intangible Assets

Other intangible assets with definite lives primarily include provisional customer relationships of $ 151 million and developed technology of $ 47 million.

Customer relationships and developed technology have useful lives of 20 years and 15 years, respectively.

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

The excess of the consideration for Donatelle Plastics over the preliminary net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $ 114 million of goodwill, which has been assigned to the Electronics & Industrial segment.

Goodwill is primarily attributable to the optimization of the combined Electronics & Industrial segment and Donatelle Plastics businesses’ global activities across sales and manufacturing, as well as expected future customer relationships.

Donatelle Plastics goodwill will be deductible for U.S.

tax purposes.

Contingent Earn-out Liability

The purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $ 85 million.

The contingent earn-out liability was measured using a Monte Carlo simulation and the primary assumption used is the estimated likelihood the customer specific revenue is earned.

The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs, considered to be Level 3 measurements under the fair value hierarchy.

The fair value of the contingent earn-out liability at the acquisition date was $ 40 million.

The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue.

Changes in the fair value of the contingent earn-out liability will be recognized in "Sundry income (expense), net" in the Consolidated Statements of Operations.

As of December 31, 2024, the fair value of the contingent earn-out liability was $ 40 million, reflected in “Other noncurrent obligations” on the Consolidated Balance Sheets.

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

Spectrum Acquisition

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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

The purchase accounting and purchase price allocation for Spectrum are complete as of December 31, 2024.

In the third quarter 2024, the Company finalized the working capital settlements for an immaterial amount which impacted the residual goodwill recorded.

The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase allocation is considered final.

Final determination of the fair values are presented in the following table:

Spectrum Assets Acquired and Liabilities Assumed on August 1, 2023

Fair value of assets acquired

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Total Liabilities Assumed $ 259

Goodwill 731 87 818

Total Consideration $ 1,781

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.

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

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.

The excess of the consideration for Spectrum over the net fair value of assets acquired and liabilities assumed resulted in the recognition of $ 814 million of goodwill, which has been assigned to the Electronics & Industrial segment.

Goodwill is primarily attributable to the optimization of the combined Electronics & Industrial segment and Spectrum businesses’ global activities across sales and manufacturing, as well as expected future customer relationships.

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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 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.

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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, 2024, these costs were primarily related to the Previously Intended Business Separations and the Intended Electronics Separation.

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.

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.

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

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

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Cash received on the Transaction Date, as adjusted for preliminary and other adjustments, was $ 11.0 billion.

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.

These adjustments include approximately $ 500 million 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 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”).

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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.

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Amortization of intangibles — 28

Restructuring and asset related charges - net — — 5

Acquisition, integration and separation costs 1

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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

Inventories 104

Other current assets 6

Property, plant and equipment - net 256

Other intangible assets 338

Deferred income tax assets 36

Deferred charges and other assets 71

Total assets of discontinued operations $ 1,291

Accounts payable $ 78

Accrued and other current liabilities 8

Deferred income tax liabilities 53

Pension and other post employment benefits - noncurrent 5

Other noncurrent liabilities 2

Total liabilities of discontinued operations $ 146

During the first quarter of 2022 after meeting the criteria to be classified as held for sale, the Company performed impairment analyses and allocated goodwill to the M&M Divestiture and Delrin® disposal groups and no impairments were identified.

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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.

N&B Transaction

On February 1, 2021, DuPont completed the separation and distribution of the N&B Business, and merger of N&B, a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of IFF.

The distribution was effected through an exchange offer (the "Exchange Offer") where, on the terms and subject to the conditions of the Exchange Offer, eligible participating DuPont stockholders had the option to tender all, some or none of their shares of common stock, par value $ 0.01 per share, of DuPont (the “DuPont Common Stock”) for a number of shares of common stock, par value $ 0.01 per share, of N&B (the “N&B Common Stock”) and which resulted in all shares of N&B Common Stock being distributed to DuPont stockholders that participated in the Exchange Offer.

The consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “N&B Merger” and, together with the Exchange Offer, the “N&B Transaction”).

The N&B Transaction was subject to IFF shareholder approval, customary regulatory approvals, tax authority rulings including a favorable private letter ruling from the U.S.

Internal Revenue Service which confirms the N&B Transaction to be free of U.S.

federal income tax, and expiration of the public exchange offer.

DuPont does not have an ownership interest in IFF as a result of the N&B Transaction.

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

As 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) For the year ended December 31, 2021

Net sales $ 507

Cost of sales 354

Research and development expenses 21

Selling, general and administrative expenses 47

Amortization of intangibles 38

Restructuring and asset related charges - net 1

Integration and separation costs 172

Sundry income (expense) - net 8

Interest expense 13

Loss from discontinued operations before income taxes ( 131 )

Benefit from income taxes on discontinued operations ( 21 )

Loss from discontinued operations, net of tax ( 110 )

Income from discontinued operations attributable to noncontrolling interests, net of tax —

Non-taxable gain on split-off 4,920

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").

The special cash payment was partially funded by an offering of $ 6.25 billion of senior unsecured notes (the “N&B Notes Offering”).

The net proceeds of approximately $ 6.2 billion from the N&B Notes Offering were deposited into an escrow account and at December 31, 2020 are reflected as restricted cash in the Company’s Consolidated Balance Sheets.

In order to fund the remainder of the Special Cash Payment, on February 1, 2021, N&B borrowed $ 1.25 billion under a senior unsecured term loan agreement (the "N&B Term Loan").

The obligations and liabilities associated with the N&B Notes Offering and N&B Term Loan were separated from the Company on February 1, 2021 upon consummation of the N&B Transaction.

N&B Transaction Agreements

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 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.

The Company recorded a loss from discontinued operations, net of tax, of $ 40 million and $ 71 million for the years ended December 31, 2024 and 2023, respectively, and income from discontinued operations of $ 4,856 million for the year ended December 31, 2022.

Discontinued operations activity consists of the following:

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M&M Divestitures 1

N&B Transaction — — 4,810

$ ( 27 ) $ 423 $ 4,955

MOU Activity 2

( 36 ) ( 426 ) ( 74 )

Indemnification activity - environmental and legal 3

( 24 ) ( 50 ) —

Tax related matters 4

Other ( 10 ) ( 18 ) ( 25 )

(Loss) income from discontinued operations, net of tax $ ( 40 ) $ ( 71 ) $ 4,856

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

The year ended December 31, 2024 primarily includes separation costs and purchase price adjustments.

Includes the activity subject to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva Inc ("Corteva"), E.

du Pont de Nemours and Company ("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").

Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between Corteva and EIDP.

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

The year ended December 31, 2024 includes tax indemnification activity associated with divested businesses.

In May 2022, the Company completed the sale of its Biomaterials business unit, which included the Company's equity method investment in DuPont Tate & Lyle Bio Products, to the Huafon Group.

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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.

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

On December 31, 2021, the Company completed the sale of its Clean Technologies business unit, which was part of Corporate & Other.

Total consideration related to the sale of the business is approximately $ 510 million, with cash proceeds of about $ 500 million reflecting adjustments for customary closing costs as defined within the purchase agreement.

For the year ended December 31, 2021, a pre-tax loss of $ 3 million ($ 39 million loss net of tax, primarily driven by nondeductible goodwill) on the disposition was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

Sale of Solamet®

On June 30, 2021, the Company completed the sale of its Solamet® business unit, which was part of Corporate & Other.

Total consideration received related to the sale of the business was approximately $ 190 million.

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.

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

NOTE 5 - REVENUE

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Refer to Note 23 for the breakout of net sales by geographic region.

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

Effective as of January 1, 2024, Electronics & Industrial realigned certain product lines that comprise its business units (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies) that are intended to optimize business operations across the segment leading to enhanced value for customers and cost savings.

The Net Trade Revenue table below has been recast for all periods presented to reflect the new structure.

There was no change to total Electronics & Industrial segment net sales.

Net Trade Revenue 2024 2023 2022

(In millions) For the years ended December 31,

Industrial Solutions $ 1,922 $ 1,756 $ 1,633

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

Interconnect Solutions 1,822 1,688 2,045

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Total $ 12,386 $ 12,068 $ 13,017

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.

Net sales reflected in Other include activity of certain divested businesses including Biomaterials, Clean Technologies and Solamet®.

Net sales reflected in Other includes activity of the previously divested Biomaterials business.

Contract Balances

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The total liability related to restructuring programs was $ 48 million and $ 107 million at December 31, 2024 and December 31, 2023, respectively, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

Inventory write-offs associated with restructuring programs are recorded to "Cost of Sales” in the Consolidated Statements of Operations.

Restructuring activity consists of the following programs:

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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.

DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $ 199 million, inception to date, comprised of $ 114 million of severance and related benefit costs and asset related charges of $ 85 million.

In connection with the 2023-2024 Restructuring Program, the Company recorded $ 25 million of net inventory write-offs in “Cost of Sales” within the Consolidated Statements of Operations for the year ended December 31, 2024.

The inventory write-offs are related to plant line closures within the Water & Protection segment.

A raw material was written down to salvage value as it was only utilizable on the closed lines which were based on outdated technology and has a limited third party resale market.

Refer to Note 23 for significant items by segment.

The following table summarizes the charges incurred by segment related to the 2023-2024 Restructuring Program:

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Corporate & Other 37 32

Total $ 89 $ 110

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

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Restructuring charges 80 30 110

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

Reductions 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.

Restructuring charges 34 55 89

Reductions against the reserve ( 3 ) ( 55 ) ( 58 )

Cash payments ( 63 ) — ( 63 )

Reserve balance at December 31, 2024 $ 47 $ — $ 47

At December 31, 2024 and 2023, total liabilities related to the 2023-2024 Restructuring Program were $ 47 million and $ 79 million, respectively, for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

Actions related to the 2023-2024 Restructuring Program are substantially complete.

2022 Restructuring Program

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The Company recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $ 94 million inception-to-date, comprised of $ 80 million of severance and related benefit costs and asset related charges of $ 14 million.

The Company recorded pre-tax restructuring benefits of $ 2 million and charges of $ 35 million for the years ended December 31, 2024 and 2023, respectively.

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

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Actions related to the 2022 Restructuring Program are substantially complete.

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.

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

Water & Protection — 1 32

Corporate & Other 2 ( 3 ) 9

Total $ 1 $ — $ 46

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

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

The Company's assumptions in estimating fair value utilize Level 3 inputs and include projected revenue, gross margins, EBITDA margins, the weighted average costs of capital, and terminal growth rates.

The Company's assumptions in estimating fair value utilize Level 3 inputs and include projected revenue growth, gross margins, EBITDA margins, weighted average costs of capital, and terminal growth rates.

The Company determined the fair value of the retained equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment.

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(In millions) For the years ended December 31, 2024 2023 2022

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

Non-operating pension and other post-employment benefit ("OPEB") credits (costs) $ 18 $ ( 9 ) $ 28

Interest income 1, 2

Net gain on divestiture and sales of other assets and investments 3, 4, 5

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

Foreign exchange gains (losses), net 3 ( 73 ) 15

Loss on debt extinguishment 6

Interest rate swap mark-to-market loss 7

Miscellaneous income (expenses) - net 22 10 20

Sundry income (expense) - net $ ( 76 ) $ 102 $ 191

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.

The years ended December 31, 2024 and 2023 include non-cash interest income of $ 26 million and $ 4 million, respectively, related to the $ 350 million Delrin® related party note receivable.

Refer to Note 4 for additional information.

The year ended December 31, 2023 includes interest on cash and marketable securities.

Fluctuations in interest income are due to changes in cash balances and/or changes in interest rates.

The year ended December 31, 2024 primarily reflects income related to gains on sale of intellectual property.

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, 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.

Reflects the loss on the partial redemption of an aggregate principal amount of the 2038 Notes.

Refer to Note 15 for further details.

Includes the mark-to-market loss related to the 2022 Swaps and 2024 Swaps.

Refer to Note 21 for further details.

Cash, Cash Equivalents and Restricted Cash

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.

At December 31, 2024 and 2023, the Company had restricted cash of $ 6 million and $ 411 million, respectively, within “Restricted cash and cash equivalents” in the Consolidated Balance Sheets.

At December 31, 2024, the Company also had $ 36 million, within "Restricted cash and cash equivalents - noncurrent", which is related to the MOU escrow account deposits.

During the second quarter 2024, the judgment related to the Water District Settlement Fund became final and therefore $ 408 million was removed from "Restricted cash and cash equivalents”.

Additional information can be found in Note 16.

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Total deferred tax benefit $ ( 139 ) $ ( 364 ) $ ( 204 )

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

Provision for (benefit from) income taxes on continuing operations 414 ( 29 ) 387

Net income from continuing operations $ 778 $ 533 $ 1,061

Reconciliation to U.S.

Statutory Rate For the years ended December 31,

2023 2022 2021

Statutory Rate 2024 2023 2022

(In millions) For the years ended December 31,

Statutory U.S.

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Effective tax rate 34.7 % ( 5.8 ) % 26.7 %

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.

Includes a tax expense of $ 103 million and a tax benefit of $ 324 million in connection with internal restructurings involving foreign subsidiaries for the years ended December 31, 2024 and 2023, respectively.

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

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Deferred tax assets:

Tax loss and credit carryforwards 1

Tax losses and credit carryforwards 1

Lease liability 98 116

Pension and postretirement benefit obligations 98 46

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

Other accruals and reserves 124 131

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Investments ( 176 ) ( 204 )

( 204 ) ( 290 )

Unrealized exchange losses, net ( 36 ) ( 17 )

Operating lease asset ( 98 ) ( 116 )

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Total net deferred tax liability $ ( 669 ) $ ( 818 )

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.

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

Included in the 2024 and 2023 deferred tax asset and liability amounts above is $ 356 million and $ 410 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.

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Decreases due to expiration of statutes of limitations ( 5 ) ( 9 ) —

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

Divestiture of N&B — — ( 64 )

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

Divestiture of M&M — — ( 26 )

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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.

Intended Electronics Separation

The Company is assessing the tax consequences of the Intended Electronics Separation, which if implemented may result in certain tax attributes being realized.

The Company recorded income tax expense of $ 103 million for the year ended December 31, 2024, in connection with certain internal restructurings related to the Intended Electronics Separation.

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

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

2023 Internal Restructurings

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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.

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

M&M Divestitures

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.

These restructurings involve both legal entities within the M&M Businesses and legal entities retained by DuPont and in certain instances relied upon legal entity valuations.

The aforementioned net tax expense is included in “Income from discontinued operations, net of tax” in the Consolidated Statements of Operations.

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(Loss) income from discontinued operations, net of tax ( 40 ) ( 71 ) 4,856

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

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

(Loss) income from discontinued operations attributable to common stockholders ( 40 ) ( 71 ) 4,860

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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.

As a result of the Delrin® Divestiture, on November 1, 2023, the Company received a 19.9 percent non-controlling equity interest in Derby.

The financial results of Derby, subsequent to the transaction date, are included in DuPont's Consolidated Financial Statements with a three-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with DuPont’s accounting policy.

DuPont's equity interest in Derby Holdings Group is reflected in Corporate & Other.

For the year ended December 31, 2024, the Company recorded a loss of $ 7 million in "Equity in earnings of nonconsolidated affiliates" on the Consolidated Statement of Operations which includes the impact of approximately $ 17 million for transaction costs incurred by Derby and amortization expense from purchase accounting.

The carry values of the equity interest as of December 31, 2024 and 2023, were $ 117 million and $ 121 million, respectively.

The carry values of the note receivable as of December 31, 2024 and 2023, were $ 254 million and $ 228 million, respectively.

For the years ended December 31, 2024 and 2023, Company recognized non-cash interest income on the Derby Note Receivable of $ 26 million and $ 4 million, respectively, reported in "Sundry income (expense) - net" on the Consolidated Statements of Operations, and accreted to the carrying value of the note receivable.

NOTE 14 - GOODWILL AND OTHER INTANGIBLE ASSETS

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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

Goodwill recognized for Donatelle Plastics Acquisition 2

Goodwill recognized for Spectrum Acquisition 1, 3

( 4 ) — — ( 4 )

Currency Translation Adjustment ( 113 ) ( 145 ) ( 9 ) ( 267 )

Impairment — ( 804 ) — ( 804 )

Other 4 — — 4

Balance at December 31, 2024 $ 10,206 $ 5,755 $ 606 $ 16,567

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See Note 3 for additional information.

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, which is included in the Electronics & Industrial segment.

See Note 3 for additional information.

In the third quarter 2024, the Company finalized the working capital settlements which impacted the residual goodwill recorded.

See Note 3 for additional information.

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

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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 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 growth, EBITDA margin, weighted average cost of capital and 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.

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.

As part of its annual impairment test at October 1, 2024, the Company performed qualitative testing on seven of its reporting units and performed quantitative testing on one 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").

The announcement of the M&M Divestitures and 2022 Realignment served as triggering events requiring the Company to perform impairment analyses related to goodwill carried by the impacted reporting units as of March 1, 2022.

Goodwill impairment analyses were performed for reporting units impacted in the historic Mobility & Materials segment prior to the realignment, and no impairments were identified.

As part of the 2022 Realignment, the Company assessed and re-defined certain reporting units effective March 1, 2022, 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 performed for the new reporting units reported within Corporate & Other and no impairments were identified.

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.

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

The Protection reporting unit (aggregation of the Safety and Shelter businesses), within the Water & Protection segment, was 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 the Protection reporting unit, exceeded its carrying value by approximately five percent.

Given this level of fair value, the reporting unit remains at risk for future impairment.

Should adverse impacts from macroeconomic conditions, or other events occur indicating that the estimated future cash flows of the reporting unit have declined and the reporting unit is unable to meet or exceed its projections, the Company may be required to record future non-cash impairment charges related to goodwill.

As of the date of the quantitative assessment, the carrying amount of goodwill within this reporting unit was $ 4.8 billion.

Effective as of January 1, 2024, Electronics & Industrial realigned certain of its product lines making up its lines of business (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies).

During the first quarter of 2024, the realignment of the businesses within Electronics & Industrial served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by certain reporting units as of January 1, 2024, prior to the realignment.

As part of the realignment, the Company assessed and re-defined certain reporting units effective January 1, 2024, including reallocation of goodwill on a relative fair value basis, as applicable, to reporting units impacted.

Goodwill impairment analyses were then performed for reporting units impacted in the Electronics and Industrial segment and no impairments were identified.

The fair value of each reporting unit tested was estimated using a combination of a discounted cash flow model and market approach.

The Company’s assumptions in estimating fair value include projected revenue growth, gross margins, selling, administrative, research and development expenses (SARD), capital expenditures, weighted average cost of capital, terminal growth rates, and the tax rate for the income approach and projected EBITDA and derived multiples from comparable market transactions for the market approach.

In connection with the preparation of the full year 2023 financial statements, 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 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.

Other Intangible Assets

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Total $ 9,575 $ ( 4,205 ) $ 5,370 $ 9,650 $ ( 3,836 ) $ 5,814

During the fiscal year 2024, the Company retired fully amortized assets of $ 145 million of developed technology intangible assets and $ 27 million of trademarks/tradename intangible assets.

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.

As part of the 2022 Realignment, the Company reallocated its intangible assets with indefinite lives to align with the new segment structure.

This served as a triggering event requiring the Company to perform an impairment analysis related to intangible assets with indefinite lives carried by its historic Mobility & Materials segment as of March 1, 2022, prior to the realignment.

Subsequent to the realignment, impairment analyses were then performed for the intangible assets with indefinite lives reported in Corporate & Other.

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

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

Net Intangibles by Segment December 31, 2023 December 31, 2022

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

Net Intangibles December 31, 2024 December 31, 2023

Electronics & Industrial 1

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Total $ 5,370 $ 5,814

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

1.Includes intangible assets acquired as part of the Donatelle and Spectrum Acquisitions.

See Note 3 for additional information.

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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:

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

Short-Term Borrowings December 31, 2024 December 31, 2023

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Long-term debt due within one year 1

Presented net of current portion of unamortized debt issuance costs.

Long-Term Debt December 31, 2024 December 31, 2023

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

Final maturity 2030 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 $ 59 million and $ 71 million at December 31, 2023 and 2022, respectively, related to the Company's interest rate swap agreements.

Includes an unamortized basis adjustment of $ 48 million related to the dedesignation of the Company's interest rate swap agreements and a fair value hedging adjustment of $ 59 million, related to the Company's interest rate swap agreements at December 31, 2024 and 2023, respectively.

See Note 21 for additional information.

In June 2024, the company partially redeemed $ 650 million aggregate principal amount of 2038 Notes at the redemption price set forth in the indenture of the 2038 Notes.

The Company funded the repayment with cash on hand.

Further details are discussed below.

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 are as follows:

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

Maturities of Long-Term Debt for Next Five Years at December 31, 2024

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.

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Total Committed and Available Credit Facilities $ 3,500 $ 3,484

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.

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

The Company repaid the borrowing in September 2022.

Terminated Intended Rogers Acquisition

In connection with the Terminated Intended Rogers Acquisition, on November 22, 2021, the Company entered into a two-year senior unsecured committed term loan agreement in the amount of $ 5.2 billion.

In October 2022, the facility was amended to extend the lending commitments (as amended the "Amended 2021 Term Loan Facility").

On November 1, 2022, the M&M Divestiture closed and therefore, based on the terms of the Amended 2021 Term Loan Facility, the commitment was terminated.

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.

Capital Structure Actions

DuPont, with its advisors, is evaluating considerations related to the design of the capital structures for the Previously Intended Business Separations and the Intended Electronics Separation.

On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $ 650 million aggregate principal amount of its 2038 notes, (the "2038 Notes") in accordance with their terms.

The partial redemption occurred on June 15, 2024, at the redemption price set forth in the indenture of the 2038 Notes.

The Company funded the repayment with cash on hand.

As a result of the early redemption of the debt for the year ended December 31, 2024, the Company incurred a loss of approximately $ 74 million to "Sundry income (expense) - net" within the Consolidated Statements of Operations, which consisted of the redemption premium, write-off of the deferred debt issuance costs and the basis adjustment from fair value hedge accounting on the Company's interest rate swap agreements associated with this borrowing.

See Note 21 for further detail on the dedesignation of the Company's interest rate swap agreements.

Revolving Credit Facilities

On May 8, 2024, the Company entered into a $ 1 billion 364-day revolving credit facility (the "2024 $ 1 B Revolving Credit Facility").

Prior to entering the new facility, the Company held another $ 1 billion 364-day revolving credit facility, entered into on May 10, 2023, (the "2023 364-Day Revolving Credit Facility").

There were no drawdowns of either facility during the year ended December 31, 2024.

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

The Five-Year Revolving Credit Facility is generally expected to remain undrawn and serve as a backstop to the Company's commercial paper and letter of credit issuance.

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

May 2020 Debt Offering

On May 1, 2020, the Company completed an underwritten public offering of senior unsecured notes (the “May 2020 Notes”) in the aggregate principal amount of $ 2 billion of 2.169 percent fixed rate Notes due May 1, 2023 (the “May 2020 Debt Offering”).

The consummation of the N&B Transaction triggered the special mandatory redemption feature of the May 2020 Debt Offering.

The Company redeemed the May 2020 Notes on May 13, 2021 and funded the redemption with proceeds from the Special Cash Payment.

Uncommitted Credit Facilities and Outstanding Letters of Credit

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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.

The amount of invoices outstanding confirmed as valid under the supplier financing programs are shown in the table below and recorded in “ Accounts Payable ” in the Consolidated Balance Sheets.

The following table summarizes the outstanding obligations confirmed as valid under the supplier financing programs for the year ended December 31, 2024:

Supplier Financing Program Activity Amount

Confirmed obligations outstanding as of January 1, 2024 $ 97

Invoices confirmed to financial institutions 421

Confirmed invoices paid to financial institution ( 413 )

Foreign currency exchange impact ( 1 )

Confirmed obligations outstanding as of December 31, 2024

NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES

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The Company records liabilities for ongoing and indemnification matters when the information available indicates that it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.

As of December 31, 2023, the Company has recorded indemnification assets of $ 21 million within "Accounts and notes receivable - net" and $ 242 million within "Deferred charges and other assets" and indemnified liabilities of $ 200 million within "Accrued and other current liabilities" and $ 263 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

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.

As of December 31, 2024, the Company has recorded indemnification assets of $ 28 million within "Accounts and notes receivable - net" and $ 298 million within "Deferred charges and other assets" and indemnification liabilities of $ 178 million within "Accrued and other current liabilities" and $ 237 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

As of December 31, 2023, the Company has recorded indemnified assets of $ 21 million within "Accounts and notes receivable - net" and $ 242 million within "Deferred charges and other assets" and indemnified liabilities of $ 200 million within "Accrued and other current liabilities" and $ 263 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

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

Additionally, as of 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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On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into the MOU pursuant to which the parties have agreed to release certain claims that had been raised by Chemours including any claims arising out of or resulting from the process and manner in which EIDP structured or conducted the Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU.

In connection with the MOU, the confidential arbitration process regarding certain claims by Chemours was terminated in February 2021.

The parties have further agreed not to bring any future, additional claims regarding the Chemours Separation Agreement or the MOU outside of arbitration.

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

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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.

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.

At December 31, 2024, each of Chemours, Corteva and DuPont have made additional deposits into the MOU Escrow Account totaling $ 100 million in the aggregate.

DuPont's aggregate MOU escrow deposits of $ 35 million, not including interest, at December 31, 2024 are reflected in "Restricted cash and cash equivalents - noncurrent" on the Consolidated Balance Sheets.

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

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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.

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

In 2023, the companies met their respective $ 150 million threshold, and as a result the Company bears 71 percent of Indemnifiable Losses related to PFAS Stray Liabilities and Corteva bears 29 percent.

At December 31, 2023, the Company has accrued for future Qualified Spend and Indemnifiable Losses related to PFAS Stray Liabilities accordingly.

At December 31, 2024, DuPont has accrued for future Qualified Spend and Indemnifiable Losses related to PFAS Stray Liabilities accordingly.

The $ 150 million of Indemnifiable Losses incurred for PFAS Stray Liabilities has been credited against each company’s $ 200 million threshold.

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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.

DuPont met its $ 200 million threshold by December 31, 2024 and as a result, the Company will bear 71 percent and Corteva will bear 29 percent of Indemnifiable Losses related to Non-PFAS Stray Liabilities.

At December 31, 2024, the Company has accrued for future Indemnifiable Losses related to Non-PFAS Stray Liabilities, including Specified Spend Non-PFAS Liabilities, accordingly.

1 unchanged sentence

In connection with the MOU and the Agreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:

Indemnified Liabilities Related to the MOU

Indemnification Related Liabilities Associated with the MOU

In millions December 31, 2024 December 31, 2023 Balance Sheet Classification

Current indemnified liabilities $ 87 $ 66 Accrued and other current liabilities

Long-term indemnified liabilities 119 120 Other noncurrent obligations

Total indemnified liabilities accrued under the MOU 1

Current indemnification liabilities $ 99 $ 87 Accrued and other current liabilities

Long-term indemnification liabilities 123 119 Other noncurrent obligations

Total indemnification liabilities accrued under the MOU 1

As of December 31, 2024 and 2023, total indemnified liabilities accrued include $ 128 million and $ 139 million, respectively, related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Consent Order between Chemours and the North Carolina Department of Environmental Quality (the "NC DEQ").

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.

In addition to the above, beginning the second quarter of 2023, the Company recognized a liability related to the Water District Settlement Agreement, defined below, between Chemours, Corteva, EIDP and DuPont related to the aqueous film-forming foams multi-district litigation.

The judgment became final in April 2024, therefore $ 408 million, including interest, is reflected as a cash outflow within cash flows from discontinued operations for the year ended December 31, 2024.

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.

du Pont de Nemours and Company , which alleged that PFOA from EIDP’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents.

Members of the Leach class have standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA:

In 2004 EIDP's reached a settlement in Leach v.

DuPont de Nemours & Co.

, which gave certain residents in Ohio and West Virginia standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA:

pregnancy-induced hypertension, including preeclampsia;

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and diagnosed high cholesterol.

In 2017, Chemours and EIDP each paid $ 335 million to settle the multi-district litigation in the U.S.

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

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.

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.

After the panel reported its findings, approximately 3,550 personal injury lawsuits filed in Ohio and West Virginia state and federal courts, were consolidated in multi-district litigation in the U.S.

District Court for the Southern District of Ohio (“Ohio MDL”).

In 2017, Chemours and EIDP settled the Ohio MDL for $ 670 million.

Post the 2017 settlement, approximately 100 additional cases were filed.

EIDP and Chemours settled all but one of these cases in 2021 for $ 83 million with each of the Company and EIDP contributing $ 27 million and Chemours contributing $ 29 million.

The remaining case resulted in a jury verdict for the plaintiff which has been paid.

The Company was not a defendant but made its share of the payment in accordance with the Agreements and MOU.

Since that time, Plaintiffs’ counsel had approximately 70 cases that were, or were to be, filed in the Ohio MDL.

Prior to the start of the first trial in September 2024, EIDP and Chemours entered into an agreement in principle providing for settlement for all pending cases in the MDL as well as additional pre-suit claims.

On September 6, 2024, the parties accepted a mediator’s proposal, and the trials were postponed.

The parties ultimately entered into a settlement agreement on November 13, 2024 (“2024 Settlement”).

The agreement included two payments to be made, the first for approximately $ 30 million, due upon receiving the dismissals for all the approximately 73 known filed and unfiled cases.

A second payment of $ 29 million is contingent upon the court's order dissolving the Ohio MDL.

In December 2024, the plaintiffs delivered dismissals for all cases, and filed a motion with the court to terminate the Ohio MDL and DuPont satisfied its portion ($ 11 million) of the first payment.

DuPont has also recorded a charge of $ 10 million, representing its portion of the contingent second payment, which is accrued for as of December 31, 2024.

On February 11, 2025, the court recommended a termination of the Ohio MDL.

The second payment will become due if the panel overseeing the Ohio MDL accepts the court's recommendation.

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

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

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

The settlement will become effective and payable, upon resolution of the appeals process and entry of final judgment by the court.

Consistent with the MOU, DuPont's share of the settlement will be approximately $ 39 million, which is accrued for as of December 31, 2024.

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.

In 2022, the companies paid the settlement consistent with the MOU.

DuPont's share was $ 13 million.

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

As a result, upon the above described settlement with the State of Ohio reached in November 2023 becoming effective, a Supplemental Payment will be owed to the State of Delaware and paid in accordance to the terms of the MOU.

The Company has accrued $ 9 million as of December 31, 2024 related to the Supplemental Payment.

As of December 31, 2024, there are various cases alleging damages due to PFAS which are discussed below.

Such actions often include additional claims based on allegations that the transfer by EIDP of certain PFAS liabilities to Chemours resulted in a fraudulent conveyance or voidable transaction.

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

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.

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.

Such actions often include claims alleging that EIDP's transfer of certain PFAS liabilities to Chemours resulted in a fraudulent conveyance or voidable transaction.

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

Beginning in April 2019, lawsuits alleging damages from the use of PFAS-containing aqueous film-forming foams (“AFFF”) were filed against EIDP and Chemours, and companies such as 3M that made AFFF.

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

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

The matters pending in the AFFF MDL allege damages as a result of contamination, in most cases allegedly from migration from airports or military installations, or personal injury from exposure to AFFF.

The plaintiffs in the MDL include, among others, water districts, individuals and states attorneys general.

DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS-containing products, and most of the actions in the AFFF MDL name DuPont as a defendant solely related to fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.

On June 30, 2023, Chemours, Corteva, EIDP and DuPont entered a definitive agreement to resolve for $ 1.185 billion in cash all PFAS-related claims of a defined class of U.S.

public water systems, including claims that are part of the AFFF MDL, (the “Water District Settlement Agreement”).

DuPont paid its $ 400 million contribution into the Water District Settlement Fund in the third quarter 2023.

That payment included $ 100 million that DuPont had deposited into the MOU Escrow Account as of June 30, 2023.

The Company’s total contribution, including interest, of $ 408 million has been removed from "Restricted cash and cash equivalents - current" along with the associated "Accrued and other current liabilities" within the Consolidated Balance Sheets as of December 31, 2024, as the settlement became final in the second quarter 2024.

DuPont's aggregate MOU escrow deposits of $ 405 million, including interest, at December 31, 2023 is reflected in "Restricted cash and cash equivalents - noncurrent" on the Consolidated Balance Sheets.

The Water District Settlement's defined class is composed of all Public Water Systems, as defined in 42 U.S.C § 300f, with a current detection of PFAS and all Public Water Systems, that are currently required to monitor for PFAS under the EPA’s Fifth Unregulated Contaminant Monitoring Rule (“UCMR 5”) or other applicable federal or state law.

The class does not include water systems owned and operated by a State or the United States government or small systems that have not detected PFAS and are not currently required to monitor for it under federal or state requirements.

While it is reasonably possible that the excluded systems or claims could result in additional future lawsuits, claims, assessments or proceedings, it is not possible to predict the outcome of any such matters, and as such, the Company is unable to develop an estimate of a possible loss or range of losses, if any, at this time.

As part of the 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.

As part of the approval process, the Court established, among other things, a mechanism for class members to submit requests to be excluded from the settlement.

Approximately 900 of 14,167 entities on the list of potential class members submitted timely requests for exclusion.

The time has passed for any further entities to opt out.

The Court ordered the dismissal of personal injury claims by September 10, 2024, that do not meet certain evidentiary requirements unless they allege one of the following eight health conditions:

high cholesterol, pregnancy induced hypertension, ulcerative colitis, thyroid disease, testicular cancer, kidney cancer, liver cancer or thyroid cancer.

Cases that are dismissed pursuant to the Court’s order may be re-filed within four years if plaintiffs later meet the evidentiary requirements specified in the Court’s order.

There are about 5,200 personal injury cases currently pending in the AFFF MDL reflecting confirmed dismissals under the Court’s order and any newly filed cases.

The Company expects additional personal injury cases – which include claims that identify one of the eight health conditions – will continue to be filed into the AFFF MDL.

The 25 bellwether personal injury cases have been further narrowed to a group of Tier 2 bellwether plaintiffs.

The Tier 2 bellwether plaintiffs include nine cases that allege harm from kidney cancer, testicular cancer, ulcerative colitis, or thyroid disease.

The court has set the first Tier 2 trial to occur on October 6, 2025.

The trial will include a case or cases from Pennsylvania that allege harm from either kidney cancer or testicular cancer.

Some state attorneys general have filed lawsuits, on behalf of their respective states, against DuPont, outside of the AFFF MDL that allege environmental contamination by certain PFAS compounds distinct from AFFF.

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

Most of these actions include fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.

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

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

On September 27, 2023, the Court determined that the defendants were liable to the municipalities for (i) PFOA emissions between July 1, 1984 to March 1, 1998 and (ii) removal costs if deposited emissions on the municipalities land infringes the applicable 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.

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.

On September 27, 2023, the Court determined that the defendants were liable to the municipalities for (i) PFOA emissions between July 1, 1984 to March 1, 1998 and (ii) removal costs if deposited emissions on the municipalities' land infringes the applicable municipalities' property rights by an objective standard.

Chemours entered into a Letter of Intent (“LOI”) with the municipalities on June 28, 2024, that includes the implementation of a specific remediation plan for the restoration of restricted vegetable gardens in certain areas of those municipalities to be funded by Chemours, sampling and developing a program to address the Merwelanden recreational lake, and further settlement discussions, including a fund to cover certain other expenditures aimed at environmental-related activities.

The LOI contemplates the possibility of settling the court dispute, although still subject to further discussions which are ongoing with the municipalities and there is no guarantee that these discussions will result in a settlement.

Although the Company believes a loss is probable, it is not estimable.

Additionally, there are cases in Canada that allege harm from PFAS contamination including property and natural resource damage claims, both related and unrelated to AFFF.

In addition to the above matters, there are other legal matters pending that make claims related to PFAS.

The Company is specifically named in some of these legal matters and some are pending against Chemours and/or Corteva/EIDP in which the Company is not named.

Certain of these actions may purport to be class actions and seek damages in very large amounts.

Regardless of whether the Company is named, the costs of litigation and future liabilities, if any, in these matters, are or may be eligible PFAS costs under the MOU and Indemnification Losses under the Agreements.

While Management believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses as of the date of this report, it is reasonably possible that the Company could incur additional eligible PFAS costs and Indemnifiable Losses in excess of the amounts accrued.

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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.

The accrued environmental obligations includes the following:

The accrued environmental obligations include the following:

Environmental Accrued Obligations

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Environmental remediation liabilities not subject to indemnity $ 45 $ 46 $ 106

Environmental remediation indemnified liabilities:

Environmental remediation indemnified related liabilities:

Indemnifications related to Dow and Corteva 2

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Operating cash flows from operating leases related to continuing operations were $ 120 million, $ 115 million, and $ 109 million for the year ended December 31, 2024, 2023 and 2022, 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.

New operating lease assets and liabilities entered into during the year ended December 31, 2024, 2023 and 2022 were $ 53 million, $ 160 million and $ 131 million, respectively.

Supplemental balance sheet information related to leases was as follows:

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

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.

For the years ended December 31, 2024, 2023 and 2022 total lease income was $ 75 million, $ 73 million and $ 58 million, respectively, for which the net profits recognized from these leases were approximately $ 20 million, $ 18 million and $ 14 million, respectively.

Total lease income for each period presented is recorded in " Selling, general, and administrative expenses " and "Research and development expenses".

Contractual lease income for 2025 through 2029 ranges from $ 49 million to $ 75 million annually.

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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.

At the expiry of the 2019 Share Buyback Program, the Company had repurchased and retired a total of 29.9 million shares at a cost of $ 2 billion.

In the first quarter of 2021, the Company's Board of Directors authorized a $ 1.5 billion share buyback program, which expired on June 30, 2022 ("2021 Share Buyback Program").

In the first quarter of 2022, the Company purchased 5.1 million shares for approximately $ 375 million, effectively completing the program.

At the expiry of the 2021 Share Buyback Program, the Company had repurchased and retired a total of 19.6 million shares for $ 1.5 billion.

In February 2022, the Company's Board of Directors authorized a $ 1.0 billion share buyback program which expires on March 31, 2023, (the “2022 Share Buyback Program”).

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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.

In the first quarter of 2024, the $ 2 B ASR Transaction was completed.

The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, which were retired immediately and will be recorded as a reduction of retained earnings in the first quarter of 2024.

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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”).

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 Share Buyback Program”).

Under the $ 1 B Share Buyback Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws.

The $ 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.

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.

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

DuPont paid an aggregate of $ 500 million to the counterparty and received initial deliveries of 6.0 million shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $ 400 million.

The remaining $ 100 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders' equity as of March 31, 2024.

In the second quarter of 2024, the Q1 2024 ASR Transaction was completed.

The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $ 72 million.

In total, the Company repurchased 6.9 million shares at an average price of $ 71.96 per share under the Q1 2024 ASR Transaction.

The Inflation Reduction Act of 2022 introduced a 1 percent nondeductible excise tax imposed on the net value of certain stock repurchases 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 Company recorded total excise tax of $ 8 million and $ 21 million, respectively, as a reduction to retained earnings for the years ended December 31, 2024 and 2023, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in our Consolidated Balance Sheets as of December 31, 2024 and 2023.

The following table provides a reconciliation of DuPont Common Stock activity for the years ended December 31, 2024, 2023 and 2022:

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Repurchased — 55,743

( 224,995 ) ( 224,995 )

Retired ( 55,743 ) ( 55,743 )

Balance at December 31, 2022 458,124 —

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Balance at December 31, 2024 417,994 —

Includes 197 million shares of common stock that were exchanged and retired as part of the N&B Transaction.

Retained Earnings

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Amounts reclassified from accumulated other comprehensive income — ( 3 ) — ( 3 )

Split-off of N&B reclassification adjustment 184 73 1 258

Net other comprehensive (loss) income $ ( 558 ) $ 498 $ 57 $ ( 3 )

Balance at December 31, 2021 $ ( 88 ) $ 73 $ 56 $ 41

Other comprehensive (loss) income before reclassifications ( 1,101 ) 44 61 ( 996 )

Amounts reclassified from accumulated other comprehensive income — ( 3 ) — ( 3 )

M&M Divestiture reclassification adjustment 221 ( 54 ) — 167

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Balance at December 31, 2023 $ ( 931 ) $ ( 55 ) $ 76 $ ( 910 )

Other comprehensive (loss) income before reclassifications ( 562 ) ( 59 ) 32 ( 589 )

Amounts reclassified from accumulated other comprehensive income — ( 1 ) — ( 1 )

Net other comprehensive (loss) income $ ( 562 ) $ ( 60 ) $ 32 $ ( 590 )

Balance at December 31, 2024 $ ( 1,493 ) $ ( 115 ) $ 108 $ ( 1,500 )

Includes cumulative translation adjustment impact associated with derivative instruments.

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Derivative instruments ( 9 ) 12 ( 15 )

Tax expense from income taxes related to other comprehensive income (loss) items $ 38 $ 1 $ ( 140 )

Tax benefit from income taxes related to other comprehensive income (loss) items $ 2 $ 38 $ 1

A summary of the reclassifications out of AOCL for the years ended December 31, 2024, 2023 and 2022 is provided as follows:

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( 1 ) ( 32 ) ( 57 )

Derivative instruments — — 1 See (1) below

Tax expense — — — See (1) below

Derivative instruments, after tax — — 1

Total reclassifications for the period, after tax $ ( 1 ) $ ( 41 ) $ 164

The activity for the year ended December 31, 2024 is classified within "Sundry income (expense) - net" as part of continuing operations.

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

The significant defined benefit pension and OPEB plans of TDCC and EIDP are summarized below.

The significant defined benefit pension and OPEB plans of the Company are summarized below.

Unless otherwise noted, all values within this footnote are inclusive of balances and activity associated with discontinued operations.

Defined Benefit Pension Plans

DuPont has both funded and unfunded defined benefit pension plans covering employees in a number of non-US countries that formerly relate to both TDCC and EIDP.

DuPont has both funded and unfunded defined benefit pension plans covering employees in a number of non-US countries.

The United Kingdom qualified plan is the largest pension plan held by DuPont.

35 unchanged sentences

Acquisitions/divestitures/other 1

( 209 ) ( 203 )

Effect of foreign exchange rates ( 122 ) 133

2 unchanged sentences

The year ended 2023 is primarily related to the Delrin® Divestiture.

The year ended 2022 is primarily related to the M&M Divestiture.

Change in Plan Assets and Funded Status of All Plans 2024 2023

6 unchanged sentences

Acquisitions/divestitures/other 1

( 285 ) ( 216 )

Effect of foreign exchange rates ( 101 ) 139

5 unchanged sentences

The year ended 2023 is primarily related to the Delrin® Divestiture.

The year ended 2022 is primarily related to the M&M Divestiture.

The following tables summarize the amounts recognized in the Consolidated Balance Sheets for all significant plans:

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Deferred charges and other assets $ 291 $ 338

Assets of discontinued operations — 70

Accrued and other current liabilities ( 42 ) ( 53 )

Pension and other postretirement benefits - noncurrent ( 523 ) ( 565 )

Liabilities of discontinued operations — ( 5 )

Net amount recognized $ ( 274 ) $ ( 280 )

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Pretax balance in accumulated other comprehensive loss at end of year

$ 87 $ ( 60 )

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.

The increase in the Company's actuarial losses for the year ended December 31, 2024 was primarily due to losses on assets in excess of what was expected, partially offset by the changes in weighted-average discount rates, which increased from 3.26 percent at December 31, 2023 to 3.67 percent at December 31, 2024.

The actuarial loss 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 $ 2.4 billion and $ 2.6 billion at December 31, 2024 and December 31, 2023, respectively.

Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets December 31, 2024 December 31, 2023

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Curtailment/settlement 1 ( 3 ) ( 4 )

Net periodic benefit costs (credits) - Total $ 25 $ ( 7 ) $ —

Net periodic benefit (credits) costs - Total $ ( 1 ) $ 25 $ ( 7 )

Net periodic benefit credits - Discontinued operations — ( 6 ) ( 9 )

Net periodic benefit costs - Continuing operations 1

Net periodic benefit (credit) costs - Continuing operations 1

$ ( 1 ) $ 31 $ 2

Changes in plan assets and benefit obligations recognized in other comprehensive loss (income):

Net loss (gain) $ 70 $ 108 $ ( 35 )

Prior service credit — — ( 8 )

Amortization of prior service credit 3 3 5

Amortization of unrecognized gain (loss) — 1 ( 1 )

Settlement gain (loss) 3 4 ( 3 )

Settlement (loss) gain ( 1 ) 3 4

Effect of foreign exchange rates ( 1 ) 1 5

Total recognized in other comprehensive loss (income) $ 71 $ 116 $ ( 22 )

Noncontrolling interest

Total recognized in net periodic benefit costs (credits) and other comprehensive loss (income) $ 70 $ 147 $ ( 20 )

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Purchases, sales and settlements, net 2 ( 16 ) ( 14 )

Transfers into Level 3 — 30 30

Transfers out of Level 3 1

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Purchases, sales and settlements, net 2 ( 3 ) ( 1 )

Transfers out of Level 3 2

— ( 10 ) ( 10 )

Transfers into Level 3 — 3 3

Balance at Dec 31, 2024 $ 75 $ 468 $ 543

Related to the M&M Divestiture

Related to the Delrin® Divestiture

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The 3 percent nonmatching employer contribution vests after employees complete three years of service.

The Company's contributions to the Plan were $ 65 million in 2023 and $ 72 million in 2022.

2023 is inclusive of Delrin® activity related to discontinued operations.

2022 is inclusive of M&M activity related to discontinued operations.

The Company's matching contributions to the Plan were $ 60 million in 2024 and $ 65 million in 2023.

The Company's nonmatching contributions to the Plan were $ 32 million in 2024 and $ 34 million in 2023.

In total, the Company's contributions to the Plan were $ 92 million in 2024 and $ 99 million in 2023.

All amounts for 2023 are inclusive of Delrin® activity related to discontinued operations.

In addition, the Company made contributions to other defined contribution plans in 2024 in the amount of $ 32 million and $ 35 million in 2023.

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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DuPont recognized share-based compensation expense in continuing operations of $ 77 million, $ 74 million, and $ 75 million during the years ended December 31, 2024, 2023 and 2022, respectively.

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 $ 2 million at December 31, 2023, is expected to be recognized over a weighted-average period of 1.0 year.

The income tax benefits related to stock-based compensation arrangements were $ 16 million for the years ended December 31, 2024, 2023 and 2022,.

Total unrecognized pretax compensation cost in continuing operations related to nonvested stock option awards of $ 0.2 million at December 31, 2024, is expected to be recognized over a weighted-average period of 0.1 years.

Total unrecognized pretax compensation cost in continuing operations related to RSUs and performance based stock units ("PSUs") of $ 77 million at December 31, 2024, is expected to be recognized over a weighted average period of 1.8 years.

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The weighted average grant-date fair value of RSUs and PSUs granted during 2024 was $ 70.70 .

At the time of the N&B separation, outstanding, unvested share-based compensation awards that were denominated in DuPont common stock and held by N&B Employees were terminated and reissued as equity awards issued under the IFF stock plan.

At the time of the M&M separation, outstanding, unvested share-based compensation awards granted in 2022 and held by Employees transferred to Celanese were terminated and reissued as equity awards under the Celanese stock plan.

At the time of the M&M Divestiture, outstanding, unvested share-based compensation awards granted in 2022 and held by Employees transferred to Celanese were terminated and reissued as equity awards under the Celanese stock plan.

Pre-2022 awards held by M&M Employees were settled by DuPont based on vesting conditions noted in respective grant agreements.

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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.

No stock options were granted by the Company out of the EIP plan in 2024 or 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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The following table summarizes stock option activity for 2024 under the EIP:

EIP Stock Options 2023

Number of Shares

EIP Stock Options 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, 2024 627 $ 74.48

Granted — $ —

Exercised ( 106 ) $ 73.91

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Exercisable at December 31, 2024 375 $ 74.45 6.41 $ 674

No awards were granted by the Company out of the EIP plan in 2023.

No awards were granted by the Company out of the EIP plan in 2024 and 2023.

Additional Information about EIP Stock Options 1

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Weighted-average fair value per share of options granted 1

$ — $ — $ 17.41

Total compensation expense for stock options plans 2

$ 12 $ 10 $ 8

Related tax benefit 2

No stock options were granted by the Company out of the EIP plan in 2023.

No stock options were granted by the Company out of the EIP plan in 2024 and 2023.

These amounts represent life to date.

2 unchanged sentences

The Company grants RSUs to certain employees that generally vest over a three-year period and, upon vesting, convert one -for-one to DuPont common stock.

A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date.

For grants issued prior to 2024, retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date.

For grants issued in 2024, a retirement eligible employee retains a prorated portion of any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date.

The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.

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Nonvested awards of RSUs and PSUs are shown below:

EIP RSUs and PSUs 2023

Number of Shares

EIP RSUs and PSUs Number of Shares

(in thousands) Weighted Average Grant Date Fair Value

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The plan allows retirement-eligible employees of the Company to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date.

The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards and the assumptions set forth in the table below.

The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:

OIP Weighted-Average Assumptions 1

Dividend yield 1.6 %

Expected volatility 28.3 %

Risk-free interest rate 0.9 %

Expected life of stock options granted during period (years) 6.0

No awards were granted by the Company out of the OIP plan in 2023 or 2022.

The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards.

No awards were granted by the Company out of the OIP plan in 2024, 2023 and 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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The following table summarizes stock option activity for 2024 under the OIP:

OIP Stock Options 2023

Number of Shares

OIP Stock Options Number of Shares

(in thousands) Weighted Average Exercise Price (per share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)

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In millions, except per share amounts 2024 2023 2022

Weighted-average fair value per share of options granted $ — $ — $ 16.83

Total compensation expense for stock options plans 2

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Nonvested awards of RSUs and PSUs are shown below.

OIP RSUs and PSUs 2023

Number of Shares

OIP RSUs and PSUs Number of Shares

(in thousands) Weighted Average Grant Date Fair Value

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The following table summarizes stock option activity for 2024:

EIDP Stock Options 2023

Number of Shares

EIDP Stock Options Number of Shares

(in thousands) Weighted Average Grant Date Fair Value

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$ 42 $ — $ — $ 42 $ 411 $ — $ — $ 411

Marketable securities $ — $ — $ — $ — $ 1,302 $ — $ — $ 1,302

Total cash and restricted cash equivalents and marketable securities $ 819 $ — $ — $ 819 $ 3,610 $ — $ — $ 3,610

Total cash and restricted cash equivalents $ 356 $ — $ — $ 356 $ 819 $ — $ — $ 819

Long-term debt including debt due within one year 2

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Total derivatives $ — $ 145 $ ( 214 ) $ ( 69 ) $ — $ 122 $ ( 82 ) $ 40

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.

Refer to Note 7 and Note 16 for more information on Restricted cash equivalents.

At December 31, 2024 the balance included unamortized basis adjustment of $ 48 million related to the 2022 Swaps, discussed below.

At December 31, 2023, the balance included a fair value hedging revaluation related to the 2022 Swaps of $ 59 million, discussed below.

Fair value of long-term debt including debt due within one year is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms and represents a Level 2 fair value measurement.

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

1 unchanged sentence

Presented net of cash collateral where master netting arrangements allow.

Classified as "Other noncurrent obligations" in the Consolidated Balance Sheets.

The loss on the 2022 and 2024 Swaps are classified as "Other noncurrent obligations" and "Accrued and other current liabilities", respectively, in the Consolidated Balance Sheets.

Derivative Instruments

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$ ( 1,176 ) $ ( 907 )

Interest rate swap agreements 2

Presented net of contracts bought and sold.

Includes notional amounts related to the 2022 Swaps and 2024 Swaps, described further below.

Derivatives Designated in Hedging Relationships

7 unchanged sentences

The cross-currency swap is marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within AOCL, net of amounts associated with excluded components which are recognized in interest expense in the Consolidated Statements of Operations.

Interest Rate Swap Agreements

In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements with an aggregate notional principal amount totaling $ 1 billion to hedge changes in the fair value of the Company’s long-term debt due to interest rate change movements.

These swaps converted $ 1 billion of the Company’s $ 1.65 billion principal amount of fixed rate notes due 2038 into floating rate debt for the portion of their terms through 2032 with an interest rate based on the Secured Overnight Financing Rate ("SOFR").

Under the terms of the agreements, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount.

The interest rate swaps are designated as fair value hedges and expire on November 15, 2032.

The interest rate swaps are carried at fair value.

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

Derivatives not Designated in Hedging Relationships

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The Company also uses foreign currency exchange contracts to offset a portion of the Company's exposure to certain foreign currency-denominated revenues so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated revenues.

Effect of Derivative Instruments

Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities.

The amount charged on a pretax basis related to foreign currency derivatives not designated as a hedge, which was included in “Sundry income (expense) - net” in the Consolidated Statements of Operations, was a loss of $ 32 million for the year ended December 31, 2024 ($ 64 million loss for the year ended December 31, 2023 and $ 32 million loss for the year ended December 31, 2022).

The income statement effects of other derivatives were immaterial.

Interest Rate Swap Agreements

In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements ("2022 Swaps") with an aggregate notional principal amount totaling $ 1 billion to hedge changes in the fair value of the Company’s long-term debt due to interest rate change movements.

Under the terms of the agreements, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount.

The 2022 Swaps expire on November 15, 2032 and are carried at fair value.

Since inception of the 2022 Swaps, fair value hedge accounting has been applied and thus, changes in the fair value of the 2022 Swaps and changes in the fair value of the related hedged portion of long-term debt were presented and net to zero in "Sundry income (expense) – net" in the Consolidated Statements of Operations.

On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $ 650 million aggregate principal amount of its 2038 Notes in accordance with their terms.

The redemption was effective on June 15, 2024.

As a result of the announced redemption, the Company dedesignated the current hedging relationship.

At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $ 81 million of which $ 32 million was recognized as a component of the loss from partial extinguishment of debt.

The remaining basis adjustment is amortized to interest expense over the remaining term of the 2038 Notes.

The basis adjustment amortization for the year December 31, 2024 was $ 1 million.

Refer to Note 15 for additional details on the partial redemption of the 2038 Notes.

In June 2024, the Company entered into two forward-starting fixed-to-floating interest rate swap agreements (“2024 Swaps”) to hedge the changes in the fair value of the Company’s long-term debt due to interest rate change movements.

One swap converted $ 2.15 billion principal amount of the fixed rate notes due 2048 into floating rate debt for the portion of their terms from 2025 through 2048 with an interest rate based on SOFR.

The other swap converted $ 1 billion principal amount of the fixed rate notes due 2038 into floating rate debt for the portion of their terms from 2032 through 2038 with an interest rate also based on SOFR.

The 2024 Swaps have a mandatory early termination date of December 15, 2025 and are carried at fair value.

At December 31, 2024, the mark-to-market value of the 2024 Swaps is $ 116 million, and final settlement will depend on movements in interest rates.

Fair value hedge accounting has not been applied.

The 2022 Swaps and 2024 Swaps are considered economic hedges of the Company’s fixed rate debt.

As such, changes in the fair value and gain or loss from net interest settlement of the 2022 Swaps after the date of dedesignation and changes in the fair value of the 2024 Swaps since inception have been recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations.

The amount charged related to interest rate swaps not designated as hedges was a loss of $ 138 million and zero for the years December 31, 2024 and 2023, respectively.

NOTE 22 - FAIR VALUE MEASUREMENTS

1 unchanged sentence

The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:

Basis of Fair Value Measurements on a Recurring Basis at December 31, 2023

Significant Other Observable Inputs

Basis of Fair Value Measurements on a Recurring Basis of Significant Other Observable Inputs (Level 2)

December 31, 2024 December 31, 2023

Assets at fair value:

Cash equivalents and restricted cash equivalents 1

Cash equivalents 1

Derivatives relating to:

3 unchanged sentences

Liabilities at fair value:

Long-term debt including debt due within one year 4

Derivatives relating to:

3 unchanged sentences

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.

"Restricted cash and cash equivalents" and "Restricted cash and cash equivalents - noncurrent" in the Consolidated Balance Sheets at December 31, 2024 included $ 42 million of money market funds representing Level 1 fair value measurement investments which are held at amortized cost.

"Cash and cash equivalents" and "Restricted cash and cash equivalents" in the Consolidated Balance Sheets at December 31, 2023, included $ 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 investment, also held at amortized cost.

See Note 21 for the classification of derivatives in the Consolidated Balance Sheets.

1 unchanged sentence

The offsetting counterparty and cash collateral amounts were $ 15 million and zero , respectively, for both assets and liabilities as of December 31, 2024.

Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

Basis of Fair Value Measurements on a Recurring Basis at December 31, 2022

Significant Other Observable Inputs

Assets at fair value:

Cash equivalents and restricted cash equivalents 1

Marketable securities 2

Derivatives relating to:

Net investment hedge 149

Foreign currency contracts 4

Total assets at fair value $ 3,785

The offsetting counterparty and cash collateral amounts were $ 11 million and zero , respectively, for both assets and liabilities as of December 31, 2023.

As part of the Donatelle Plastics Acquisition, the purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $ 85 million.

The contingent earn-out liability was established using a Monte Carlo simulation and the significant assumption used is the estimated likelihood the customer specific revenue is earned.

The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs.

Changes in the fair values of the contingent earn-out liability will be recognized in Sundry income/expense, net in the Consolidated Statements of Operations.

The fair value of the contingent earn-out liability is reflected in “Accrued expenses and other liabilities” on the Consolidated Balance Sheets.

See Note 3 for additional information.

Basis of Fair Value Measurements on a Recurring Basis of Significant Unobservable Inputs (Level 3)

December 31, 2024 December 31, 2023

Liabilities at fair value:

Long-term debt including debt due within one year 4

Derivatives relating to:

Interest rate swap agreements 71

Foreign currency contracts 3

Contingent earn-out liabilities

Total liabilities at fair value $ 40 $ —

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.

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 .

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.

For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period;

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The Company operates globally in substantially all of its product lines.

Transfers of products between operating segments are generally valued at cost.

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.

Transfers of products between operating segments are generally valued at cost, to the extent such transfers are applicable.

The revenues and certain expenses of the M&M Divestitures are classified as discontinued operations in the current and historical periods.

The Auto Adhesives & Fluids, Multibase TM and Tedlar ® product lines within the historical Mobility & Materials segment (the "Retained Businesses") are not included in the scope of the M&M Divestitures and are reflected within Corporate & Other.

Corporate & Other includes DuPont's equity interest in Derby Holdings Group related to the Delrin® Divestiture.

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 November 1, 2023 Delrin® Divestiture.

4 unchanged sentences

Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources.

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM"), the Chief Executive Officer, assesses performance and allocates resources.

The CODM utilizes Operating EBITDA to assess financial performance and allocate resources by comparing actual results to historical and previously forecasted results.

The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items.

22 unchanged sentences

Europe, Middle East and Africa.

Segment Information Electronics & Industrial Water & Protection Corporate & Other Total

For the Year Ended December 31, 2023

Net sales $ 5,337 $ 5,633 $ 1,098 $ 12,068

Operating EBITDA 1

Segment Revenue, Significant Segment Expenses and Segment Operating EBITDA For the years ended December 31,

2024 2023 2022

Equity in earnings of nonconsolidated affiliates 16 35 — 51

Restructuring and asset related charges - net 2

Goodwill impairment charges — 804 — 804

Depreciation and amortization 607 507 33 1,147

Assets of continuing operations 18,622 13,750 6,180 38,552

Investment in nonconsolidated affiliates 386 280 122 788

Capital expenditures 306 240 44 590

For the Year Ended December 31, 2022

Net sales $ 5,917 $ 5,957 $ 1,143 $ 13,017

Operating EBITDA 1

(In millions) Electronics & Industrial Water & Protection Electronics & Industrial Water & Protection Electronics & Industrial Water & Protection

Segment net sales $ 5,930 $ 5,423 $ 5,337 $ 5,633 $ 5,917 $ 5,957

Cost of sales $ 3,420 $ 3,674 $ 3,139 $ 3,879 $ 3,341 $ 4,149

Selling, general and administrative expenses 761 574 647 545 632 554

Research and development expenses 366 141 348 138 377 131

Amortization of intangibles & other segment items 2

341 226 354 225 342 225

Equity in earnings of nonconsolidated affiliates $ 37 $ 30 $ 16 $ 35 $ 31 $ 39

Restructuring and asset related charges - net 2

118 17 20 155

Depreciation and amortization 3

Assets of continuing operations 17,110 14,831 8,123 40,064

Investment in nonconsolidated affiliates 396 290 — 686

Capital expenditures 290 289 80 659

For the Year Ended December 31, 2021

Net sales $ 5,554 $ 5,552 $ 1,460 $ 12,566

Operating EBITDA 1

638 522 607 507 580 494

Equity in earnings of nonconsolidated affiliates

Restructuring asset related charges - net 2

Depreciation and amortization 518 511 83 1,112

Assets of continuing operations 17,701 15,003 5,094 37,798

Investment in nonconsolidated affiliates 502 310 6 818

Capital expenditures 337 391 88 816

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.

Total Asset Reconciliation at December 31, 2023 2022 2021

Assets of continuing operations $ 38,552 $ 40,064 $ 37,798

Assets held for sale — — 245

Assets of discontinued operations — 1,291 7,664

Total assets $ 38,552 $ 41,355 $ 45,707

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

Segment Operating EBITDA $ 1,717 $ 1,360 $ 1,472 $ 1,388 $ 1,836 $ 1,431

The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Other segment items include immaterial other gains or losses and miscellaneous income and expenses.

Depreciation is a reconciling item to segment Operating EBITDA as it is included within Cost of sales, Selling, general and administrative expenses and Research and development expenses.

Total reportable segment net sales are $ 11,353 million, $ 10,970 million and $ 11,874 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Reconciliation of Segment Operating EBITDA to Income from continuing operations before income taxes For the years ended December 31,

(In millions) 2024 2023 2022

Electronics & Industrial Segment Operating EBITDA $ 1,717 $ 1,472 $ 1,836

Water & Protection Segment Operating EBITDA 1,360 1,388 1,431

Reportable Segment Operating EBITDA $ 3,077 $ 2,860 $ 3,267

+ Corporate & Other Operating EBITDA $ 67 $ 82 $ ( 6 )

- Depreciation and amortization 1,194 1,147 1,135

1 unchanged sentence

- Interest expense 2

- Non-operating pension/OPEB (credit) benefit 1

- Foreign exchange (losses) gains, net 1

( 73 ) 15 ( 53 )

+ Non-operating pension/OPEB benefit costs (credits) 1

+ Foreign exchange gains (losses), net 1

- Future reimbursable indirect costs — 7 52

- Significant items

( 961 ) ( 233 ) ( 22 )

Operating EBITDA $ 2,942 $ 3,261 $ 3,152

+ Significant items charge ( 488 ) ( 961 ) ( 233 )

Income from continuing operations before income taxes $ 1,192 $ 504 $ 1,448

Included in "Sundry income (expense) - net."

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:

Significant Items by Segment for the Year Ended December 31, 2023 Electronics & Industrial Water & Protection Corporate & Other Total

The years ended December 31, 2024 and 2022 excludes significant items, refer to details below.

The following tables summarize the pre-tax impact of significant items that are excluded from Operating EBITDA above:

Significant Items for the Year Ended December 31, 2024 Electronics & Industrial Water & Protection Corporate & Other Total

Acquisition, integration and separation costs 1

2 unchanged sentences

( 5 ) ( 50 ) ( 32 ) ( 87 )

Inventory write-offs 3

— ( 25 ) — ( 25 )

Inventory step-up amortization 4

( 2 ) — — ( 2 )

Loss on debt extinguishment 5

— — ( 74 ) ( 74 )

Interest rate swap items 6

— — ( 140 ) ( 140 )

Income tax items 7

Total $ ( 19 ) $ ( 75 ) $ ( 394 ) $ ( 488 )

Acquisition, integration and separation costs related to the Previously Intended Business Separations and the Intended Electronics Separation, and the acquisitions of Spectrum and Donatelle Plastics.

Includes restructuring actions and asset related charges.

See Note 6 for additional information.

Reflects inventory write-offs recorded in “Cost of Sales” in connection with restructuring actions.

See Note 6 for additional information.

Reflects the amortization of an inventory step-up adjustment related the Donatelle Plastics Acquisition.

Reflects the loss on extinguishment of debt related to the partial redemption of an aggregate principal amount of the 2038 Notes.

Refer to Note 15 for further details.

Includes the non-cash mark-to-market loss related to the 2022 Swaps and 2024 Swaps, net interest settlement loss related to the 2022 Swaps and $ 2 million of basis amortization on the 2022 Swaps.

Refer to Note 21 for further details.

Reflects the impact of an indemnified international tax audit.

Significant Items for the Year Ended December 31, 2023 Electronics & Industrial Water & Protection Corporate & Other Total

Acquisition, integration and separation costs 1

$ ( 20 ) $ — $ — $ ( 20 )

Restructuring and asset related charges - net 2

( 49 ) ( 55 ) ( 42 ) ( 146 )

Goodwill impairment charge 3

8 unchanged sentences

Reflected in "Sundry income (expense) - net."

Significant Items by Segment for the Year Ended December 31, 2022 Electronics & Industrial Water & Protection Corporate & Other Total

Significant Items for the Year Ended December 31, 2022 Electronics & Industrial Water & Protection Corporate & Other Total

Acquisition, integration and separation costs 1

9 unchanged sentences

Total $ ( 98 ) $ 40 $ ( 175 ) $ ( 233 )

Acquisition, integration and separation costs related to strategic initiatives including the sale of the Biomaterials business unit, the acquisition of Laird PM, and the termination fee of $ 162.5 million associated with the Terminated Intended Rogers Acquisition.

Includes restructuring actions and asset related charges.

3 unchanged sentences

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."

Includes acquisition costs associated with the Terminated Intended Rogers Corporation Acquisition related to the financing agreements, specifically the structuring fees and the amortization of the commitment fees reflected in "Interest Expense."

Employee Retention Credit pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act (“CAA”) and American Rescue Plan Act (“ARPA”) reflected in "Cost of sales," "Research and development expenses" and "Selling, general and administrative expenses."

Significant Items by Segment for the Year Ended December 31, 2021 Electronics & Industrial Water & Protection Corporate & Other Total

Acquisition, integration and separation costs 1

$ — $ — $ ( 81 ) $ ( 81 )

Restructuring and asset related charges - net 2

( 8 ) ( 30 ) ( 12 ) ( 50 )

Merger-related inventory step-up amortization 3

( 12 ) — — ( 12 )

Gain on divestiture 4

Terminated Intended Rogers Acquisition financing fees 5

— — ( 22 ) ( 22 )

Segment and Corporate & Other Information Electronics & Industrial Water & Protection Corporate & Other Total

For the Year Ended December 31, 2024

Assets of continuing operations $ 18,537 $ 13,098 $ 5,001 $ 36,636

Investment in nonconsolidated affiliates 382 278 118 778

Capital expenditures 340 230 49 619

For the Year Ended December 31, 2023

Assets of continuing operations $ 18,622 $ 13,750 $ 6,180 $ 38,552

Investment in nonconsolidated affiliates 386 280 122 788

Capital expenditures 306 240 44 590

For the Year Ended December 31, 2022

Assets of continuing operations $ 17,110 $ 14,831 $ 8,123 $ 40,064

Investment in nonconsolidated affiliates 396 290 — 686

Capital expenditures 290 289 80 659

Total Asset Reconciliation at December 31, 2024 2023 2022

Assets of continuing operations $ 36,636 $ 38,552 $ 40,064

Assets of discontinued operations — — 1,291

Total assets $ 36,636 $ 38,552 $ 41,355

Capital Expenditure Reconciliation to Consolidated Financial Statements 2024 2023 2022

Segment and Corporate & Other Totals $ 619 $ 590 $ 659

Total $ 579 $ 619 $ 662

Acquisition, integration and separation costs related to strategic initiatives including the acquisition of Laird PM, the M&M Divestitures, the Terminated Intended Rogers Acquisition, and the completed and planned divestitures of the held for sale businesses included within Corporate & Other.

Includes Board approved restructuring plans and asset related charges.

See Note 6 for additional information.

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." See Note 4 for additional information.

Reflects the incremental cash spent or unpaid on capital expenditures;

total capital expenditures are presented on a cash basis.

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