UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2023

or

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

Commission file number: 001-38196

DUPONT DE NEMOURS, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-1224539
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

974 Centre Road	Building 730	Wilmington	Delaware	19805
(Address of Principal Executive Offices)				(Zip Code)

(302) 295-5783

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DD	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                                                ☑ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

                                 ☑ Yes ¨ No

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

Large Accelerated Filer	☑	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	☐
		Emerging growth company	☐

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

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

The registrant had 430,042,492 shares of common stock, $0.01 par value, outstanding at October 31, 2023.

DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended September 30, 2023

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		PAGE
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Balance Sheets	7
	Consolidated Statements of Cash Flows	8
	Consolidated Statements of Equity	9
	Notes to the Consolidated Financial Statements (Unaudited)	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
	Overview	37
	Results of Operations	39
	Segment Results	42
	Changes in Financial Condition	46
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	53
SIGNATURES		54

3

DuPont de Nemours, Inc.

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

FORWARD-LOOKING STATEMENTS

This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," and similar expressions and variations or negatives of these words.

Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future results. Some of the important factors that could cause DuPont's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) risks and uncertainties related to the settlement agreement concerning PFAS liabilities reached June 2023 with plaintiff water utilities by Chemours, Corteva, EIDP and DuPont, including timing of court approval and the level of opt-outs from the settlement; (ii) risks and costs related to each of the parties respective performance under and the impact of the arrangement to share future eligible PFAS costs by and between DuPont, Corteva and Chemours, including the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations; changes in laws and regulations applicable to PFAS chemicals; (iii) ability to achieve anticipated tax treatments in connection with mergers, acquisitions, divestitures and other portfolio changes actions and impact of changes in relevant tax and other laws; (iv) indemnification of certain legacy liabilities; (v) failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with mergers, acquisitions, divestitures and other portfolio management, productivity and infrastructure actions; (vi) risks and uncertainties, including increased costs and the ability to obtain raw materials and meet customer needs from, among other events, pandemics and responsive actions; timing and recovery from demand declines in consumer-facing markets, including in China; adverse changes in worldwide economic, political, regulatory, international trade, geopolitical, capital markets and other external conditions; and other factors beyond the Company's control, including inflation, recession, military conflicts, natural and other disasters or weather related events, that impact the operations of the Company, its customers and/or suppliers; (vii) ability to offset increases in cost of inputs, including raw materials, energy and logistics; (viii) risks associated with demand and market conditions in the semiconductor industry and associated end markets, including from continuing or expanding trade disputes or restrictions, including on exports to China of U.S.-regulated products and technology; (ix) risks, including ability to achieve, and costs associated with DuPont’s sustainability strategy including the actual conduct of the company’s activities and results thereof, and the development, implementation, achievement or continuation of any goal, program, policy or initiative discussed or expected; and (x) other risks to DuPont's business, operations; each as further discussed in DuPont’s most recent annual report and subsequent current and periodic reports filed with the U.S. Securities and Exchange Commission. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business or supply chain disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

4

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DuPont de Nemours, Inc.

Consolidated Statements of Operations

	Three Months Ended September 30,				Nine Months Ended September 30,
In millions, except per share amounts (Unaudited)	2023		2022		2023		2022
Net sales	$	3,058	$	3,317	$	9,170	$	9,913
Cost of sales	1,954		2,095		5,967		6,354
Research and development expenses	128		129		380		413
Selling, general and administrative expenses	360		356		1,058		1,130
Amortization of intangibles	155		146		448		447
Restructuring and asset related charges - net	8		—		39		101
Acquisition, integration and separation costs	9		7		15		28
Equity in earnings of nonconsolidated affiliates	11		16		40		62
Sundry income (expense) - net	55		26		112		123
Interest expense	102		128		295		370
Income from continuing operations before income taxes	$	408	$	498	$	1,120	$	1,255
Provision for income taxes on continuing operations	117		139		287		299
Income from continuing operations, net of tax	$	291	$	359	$	833	$	956
Income (loss) from discontinued operations, net of tax	37		17		(357)		723
Net income	$	328	$	376	$	476	$	1,679
Net income attributable to noncontrolling interests	9		9		31		37
Net income available for DuPont common stockholders	$	319	$	367	$	445	$	1,642
Per common share data:
Earnings per common share from continuing operations - basic	$	0.62	$	0.69	$	1.76	$	1.81
Earnings (loss) per common share from discontinued operations - basic	0.08		0.05		(0.78)		1.44
Earnings per common share - basic	$	0.71	$	0.73	$	0.97	$	3.25
Earnings per common share from continuing operations - diluted	$	0.62	$	0.69	$	1.75	$	1.80
Earnings (loss) per common share from discontinued operations - diluted	0.08		0.05		(0.78)		1.44
Earnings per common share - diluted	$	0.70	$	0.73	$	0.97	$	3.24
Weighted-average common shares outstanding - basic	451.7		499.4		456.5		505.6
Weighted-average common shares outstanding - diluted	453.4		500.4		457.8		506.9

See Notes to the Consolidated Financial Statements.

5

DuPont de Nemours, Inc.

Consolidated Statements of Comprehensive Income

	Three Months Ended September 30,				Nine Months Ended September 30,
In millions (Unaudited)	2023		2022		2023		2022
Net income	$	328	$	376	$	476	$	1,679
Other comprehensive (loss) income, net of tax
Cumulative translation adjustments	(268)		(837)		(345)		(1,802)
Pension and other post-employment benefit plans	(3)		29		(13)		21
Derivative instruments	9		42		(12)		109
Total other comprehensive loss	$	(262)	$	(766)	$	(370)	$	(1,672)
Comprehensive income (loss)	$	66	$	(390)	$	106	$	7
Comprehensive income attributable to noncontrolling interests, net of tax	5		1		18		9
Comprehensive income (loss) attributable to DuPont	$	61	$	(391)	$	88	$	(2)

See Notes to the Consolidated Financial Statements.

6

DuPont de Nemours, Inc.

Condensed Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	September 30, 2023		December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	1,338	$	3,662
Marketable securities	—		1,302
Restricted cash and cash equivalents	409		7
Accounts and notes receivable - net	2,399		2,518
Inventories	2,279		2,329
Prepaid and other current assets	196		161
Assets of discontinued operations	1,314		1,291
Total current assets	$	7,935	$	11,270
Property, plant and equipment - net of accumulated depreciation (September 30, 2023 - $4,711; December 31, 2022 - $4,448)	5,756		5,731
Other Assets
Goodwill	17,251		16,663
Other intangible assets	6,038		5,495
Restricted cash and cash equivalents - noncurrent	—		103
Investments and noncurrent receivables	751		733
Deferred income tax assets	103		109
Deferred charges and other assets	1,299		1,251
Total other assets	$	25,442	$	24,354
Total Assets	$	39,133	$	41,355
Liabilities and Equity
Current Liabilities
Short-term borrowings	$	475	$	300
Accounts payable	1,685		2,103
Income taxes payable	119		233
Accrued and other current liabilities	1,272		951
Liabilities of discontinued operations	137		146
Total current liabilities	$	3,688	$	3,733
Long-Term Debt	7,740		7,774
Other Noncurrent Liabilities
Deferred income tax liabilities	1,326		1,158
Pension and other post-employment benefits - noncurrent	511		522
Other noncurrent obligations	1,241		1,151
Total other noncurrent liabilities	$	3,078	$	2,831
Total Liabilities	$	14,506	$	14,338
Commitments and contingent liabilities
Stockholders' Equity
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2023: 430,011,698 shares; 2022: 458,124,262 shares)	4		5
Additional paid-in capital	48,190		48,420
Accumulated deficit	(22,854)		(21,065)
Accumulated other comprehensive loss	(1,148)		(791)
Total DuPont stockholders' equity	$	24,192	$	26,569
Noncontrolling interests	435		448
Total equity	$	24,627	$	27,017
Total Liabilities and Equity	$	39,133	$	41,355

See Notes to the Consolidated Financial Statements.

7

DuPont de Nemours, Inc.

Consolidated Statements of Cash Flows

	Nine Months Ended September 30,
In millions (Unaudited)	2023		2022
Operating Activities
Net income	$	476	$	1,679
(Loss) income from discontinued operations	(357)		723
Net income from continuing operations	$	833	$	956
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	853		861
Credit for deferred income tax and other tax related items	(40)		(124)
Earnings of nonconsolidated affiliates in excess of dividends received	(13)		(11)
Net periodic benefit costs	23		1
Periodic benefit plan contributions	(49)		(44)
Net gain on sales of assets, businesses and investments	(8)		(75)
Restructuring and asset related charges - net	39		101
Other net loss	72		12
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable	100		(232)
Inventories	57		(318)
Accounts payable	(191)		32
Other assets and liabilities, net	(131)		(95)
Cash provided by operating activities - continuing operations	$	1,545	$	1,064
Investing Activities
Capital expenditures	(474)		(502)
Proceeds from sales of property and businesses, net of cash divested	16		364
Acquisitions of property and businesses, net of cash acquired	(1,761)		5
Purchases of investments	(32)		(15)
Proceeds from sales and maturities of investments	1,334		15
Other investing activities, net	(2)		4
Cash used for investing activities - continuing operations	$	(919)	$	(129)
Financing Activities
Changes in short-term borrowings	175		1,137
Proceeds from credit facility	—		600
Repayments of credit facility	—		(600)
Purchases of common stock	(2,000)		(1,125)
Proceeds from issuance of Company stock	22		83
Employee taxes paid for share-based payment arrangements	(25)		(25)
Distributions to noncontrolling interests	(34)		(27)
Dividends paid to stockholders	(495)		(500)
Other financing activities, net	(2)		(4)
Cash used for financing activities - continuing operations	$	(2,359)	$	(461)
Cash Flows from Discontinued Operations
Cash used for operations - discontinued operations	(176)		(350)
Cash used for investing activities - discontinued operations	(60)		(56)
Cash used for financing activities - discontinued operations	—		(19)
Cash used in discontinued operations	$	(236)	$	(425)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(56)		(191)
Decrease in cash, cash equivalents and restricted cash	$	(2,025)	$	(142)
Cash, cash equivalents and restricted cash from continuing operations, beginning of period	3,772		2,037
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period	—		39
Cash, cash equivalents and restricted cash at beginning of period	$	3,772	$	2,076
Cash, cash equivalents and restricted cash from continuing operations, end of period	1,747		1,896
Cash, cash equivalents and restricted cash from discontinued operations, end of period	—		38
Cash, cash equivalents and restricted cash at end of period	$	1,747	$	1,934

See Notes to the Consolidated Financial Statements.

8

DuPont de Nemours, Inc.

Consolidated Statements of Equity

For the nine months ended September 30, 2023 and 2022

In millions (Unaudited)	Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comp Loss		Treasury Stock		Non-controlling Interests		Total Equity
Balance at December 31, 2021	$	5	$	49,574	$	(23,187)	$	41	$	—	$	617	$	27,050
Net income	—		—		1,642		—		—		37		1,679
Other comprehensive loss	—		—		—		(1,644)		—		(28)		(1,672)
Dividends ($0.99 per common share)	—		(500)		—		—		—		—		(500)
Common stock issued/sold	—		83		—		—		—		—		83
Stock-based compensation	—		42		—		—		—		—		42
Contributions from non-controlling interests	—		—		—		—		—		2		2
Distributions to non-controlling interests	—		—		—		—		—		(35)		(35)
Purchases of treasury stock	—		—		—		—		(1,125)		—		(1,125)
Retirement of treasury stock	—		—		(1,125)		—		1,125		—		—
Other	—		—		(22)		—		—		1		(21)
Balance at September 30, 2022	$	5	$	49,199	$	(22,692)	$	(1,603)	$	—	$	594	$	25,503
Balance at December 31, 2022	$	5	$	48,420	$	(21,065)	$	(791)	$	—	$	448	$	27,017
Net income	—		—		445		—		—		31		476
Other comprehensive loss	—		—		—		(357)		—		(13)		(370)
Dividends ($1.08 per common share)	—		(495)		—		—		—		—		(495)
Common stock issued/sold	—		22		—		—		—		—		22
Stock-based compensation	—		32		—		—		—		—		32
Distributions to non-controlling interests	—		—		—		—		—		(34)		(34)
Purchases of treasury stock	—		—		—		—		(1,600)		—		(1,600)
Excise tax on purchases of treasury stock	—		—		(22)		—		—		—		(22)
Retirement of treasury stock	(1)		—		(2,212)		—		2,213		—		—
Forward contracts for share repurchase	—		(400)		—		—		—		—		(400)
Settlement of forward contracts for share repurchase	—		613		—		—		(613)		—		—
Other	—		(2)		—		—		—		3		1
Balance at September 30, 2023	$	4	$	48,190	$	(22,854)	$	(1,148)	$	—	$	435	$	24,627

See Notes to the Consolidated Financial Statements.

9

DuPont de Nemours, Inc.

Consolidated Statements of Equity

For the three months ended September 30, 2023 and 2022

In millions (Unaudited)	Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comp Loss		Treasury Stock		Non-controlling Interests		Total Equity
Balance at June 30, 2022	$	5	$	49,176	$	(22,808)	$	(845)	$	—	$	609	$	26,137
Net income	—		—		367		—		—		9		376
Other comprehensive loss	—		—		—		(758)		—		(8)		(766)
Stock-based compensation	—		23		—		—		—		—		23
Distributions to non-controlling interests	—		—		—		—		—		(15)		(15)
Purchases of treasury stock	—		—		—		—		(250)		—		(250)
Retirement of treasury stock	—		—		(250)		—		250		—		—
Other	—		—		(1)		—		—		(1)		(2)
Balance at September 30, 2022	$	5	$	49,199	$	(22,692)	$	(1,603)	$	—	$	594	$	25,503
Balance at June 30, 2023	$	5	$	47,946	$	(20,938)	$	(890)	$	—	$	430	$	26,553
Net income	—		—		319		—		—		9		328
Other comprehensive loss	—		—		—		(258)		—		(4)		(262)
Common stock issued/sold	—		10		—		—		—		—		10
Stock-based compensation	—		22		—		—		—		—		22
Purchases of treasury stock	—		—		—		—		(1,600)		—		(1,600)
Excise tax on purchases of treasury stock	—		—		(22)		—		—		—		(22)
Retirement of treasury stock	(1)		—		(2,212)		—		2,213		—		—
Forward contracts for share repurchase	—		(400)		—		—		—		—		(400)
Settlement of forward contracts for share repurchase	—		613		—		—		(613)		—		—
Other	—		(1)		(1)		—		—		—		(2)
Balance at September 30, 2023	$	4	$	48,190	$	(22,854)	$	(1,148)	$	—	$	435	$	24,627

See Notes to the Consolidated Financial Statements.

10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Note		Page
1	Summary of Significant Accounting Policies	12
2	Recent Accounting Guidance	12
3	Acquisitions	13
4	Divestitures	14
5	Revenue	16
6	Restructuring and Asset Related Charges - Net	17
7	Supplementary Information	18
8	Income Taxes	18
9	Earnings Per Share Calculations	19
10	Inventories	20
11	Nonconsolidated Affiliates	20
12	Goodwill and Other Intangible Assets	20
13	Short-Term Borrowings, Long-Term Debt, Available Credit Facilities and Other Obligations	22
14	Commitments and Contingent Liabilities	23
15	Operating Leases	28
16	Stockholders' Equity	29
17	Pension Plans and Other Post-Employment Benefits	30
18	Stock-Based Compensation	30
19	Financial Instruments	31
20	Fair Value Measurements	33
21	Segments and Geographic Regions	34
22	Subsequent Events	36

11

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

M&M Transaction

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

The financial position of DuPont as of September 30, 2023 and December 31, 2022, present the businesses to be divested as part of the Delrin® Divestiture, as discontinued operations. The results of operations for the three and nine months ended September 30, 2023, present the financial results of Delrin® as discontinued operations. The results of operations for the three and nine months ended September 30, 2022, present the financial results of the M&M Businesses as discontinued operations. For the nine months ended September 30, 2023, the interim Consolidated Statements of Cash Flows present the cash flows of the Delrin® Divestiture as discontinued operations. The interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2022, present the cash flows from the M&M Businesses as discontinued operations. The comprehensive income of the M&M Businesses has not been segregated and is included in the interim Consolidated Statements of Comprehensive Income for all periods presented. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the M&M Businesses. See Note 4 for more information.

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In September 2022, the FASB issued Accounting Standards Update No. 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") to enhance transparency about the use of supplier finance programs. The new guidance requires that a buyer in a supplier finance program provides additional qualitative and quantitative disclosures about its program including the nature of the program, activity during the period, changes from period to period, and the potential magnitude of the program. The amendments in ASU 2022-04 are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the amendment on rollforward information which is effective prospectively for fiscal years beginning after December 15, 2023. The Company implemented the new disclosures, other than the rollforward information, as required in the first quarter of 2023. The disclosures around rollforward information will be implemented as required for the year-ended December 31, 2024. See Note 13 for more information.

12

NOTE 3 - ACQUISITIONS

Spectrum Acquisition

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

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

Spectrum Assets Acquired and Liabilities Assumed on August 1, 2023
(In millions)
Fair Value of Assets Acquired
Cash and cash equivalents	$	31
Accounts and notes receivable	68
Inventories	52
Property, plant and equipment	125
Other intangible assets	1,032
Deferred charges and other assets	34
Total Assets Acquired	$	1,342
Fair value of liabilities assumed
Accounts payable	$	21
Accrued and other current liabilities	17
Deferred income tax liabilities	206
Other noncurrent liabilities	37
Total Liabilities Assumed	$	281
Goodwill	731
Total Consideration	$	1,792

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

Other Intangible Assets

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

Goodwill

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

Total Spectrum sales included in the interim Consolidated Statements of Operations for both the three and nine months ended September 30, 2023 were $77 million. The Company evaluated the disclosure requirements under ASC 805, Business Combinations and determined Spectrum was not considered a material business combination for purposes of disclosing either the earnings of Spectrum since the date of acquisition or supplemental pro forma information.

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Acquisition, Integration and Separation Costs

"Acquisition, integration and separation costs" within the interim Consolidated Statements of Operations primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees. The Company recorded $9 million and $7 million in costs for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded costs of $15 million and $28 million, respectively. For the three and nine months ended September 30, 2023, these costs were primarily associated with the Spectrum Acquisition. Comparatively, for the three and nine months ended September 30, 2022, these costs were primarily associated with the divestiture of the Biomaterials business unit and the costs related to the terminated agreement to acquire the outstanding shares of Rogers Corporation, ("Terminated Intended Rogers Acquisition").

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

NOTE 4 - DIVESTITURES

Mobility & Materials Divestitures

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

The results of operations for the three and nine months ended September 30, 2023, represent the Delrin® business comparatively, for the three and nine months ended September 30, 2022, the results of operations are related to the M&M Businesses. The following table summarizes the results of operations of the M&M Businesses which are presented as discontinued operations as summarized below:

	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2023		2022		2023		2022
Net sales	$	133	$	988	$	422	$	3,100
Cost of sales	93		771		269		2,357
Research and development expenses	1		12		3		41
Selling, general and administrative expenses	—		25		1		110
Amortization of intangibles	—		—		—		28
Acquisition, integration and separation costs 1	40		135		140		357
Equity in earnings of nonconsolidated affiliates	—		(5)				(7)
Sundry income (expense) - net	3		7		8		—
Income from discontinued operations before income taxes	$	2	$	47	$	17	$	200
(Benefit from) provision for income taxes on discontinued operations	(14)		21		(7)		(607)
Income from discontinued operations, net of tax	$	16	$	26	$	24	$	807
Net loss from discontinued operations attributable to noncontrolling interests	—		(7)		—		(5)
Gain on sale, net of tax 2	$	33	$	—	$	55	$	—
Income from discontinued operations attributable to DuPont stockholders, net of tax	$	49	$	33	$	79	$	812

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

2. Gain includes purchase price adjustments related to the M&M Divestiture.

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The following table summarizes the major classes of assets and liabilities which represent only those related to Delrin®, classified as held for sale presented as discontinued operations at September 30, 2023 and December 31, 2022:

In millions	September 30, 2023		December 31, 2022
Assets
Accounts and notes receivable - net	$	71	$	75
Inventories	113		104
Other current assets	6		6
Property, plant and equipment - net	274		256
Goodwill	405		405
Other intangible assets	344		338
Deferred income tax assets	23		36
Deferred charges and other assets	78		71
Total assets of discontinued operations	$	1,314	$	1,291
Liabilities
Accounts payable	$	62	$	78
Income taxes payable	9		—
Accrued and other current liabilities	10		8
Deferred income tax liabilities	53		53
Pension and other post employment benefits - noncurrent	1		5
Other noncurrent liabilities	2		2
Total liabilities of discontinued operations	$	137	$	146

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

Pursuant to the Transaction Agreement, assets and liabilities related to the M&M Divestiture that could not be directly assumed by Celanese were transferred by way of indemnification between both parties. In addition, pursuant to the Transaction Agreement, DuPont indemnifies Celanese against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the transaction.

Other Discontinued Operations Activity

The Company recorded income from discontinued operations, net of tax of $37 million and $17 million for the three months ended September 30, 2023 and 2022, respectively, and a loss of $357 million and income of $723 million for the nine months ended September 30, 2023 and 2022, respectively.

Discontinued operations activity consists of the following:

Income (Loss) from Discontinued Operations, Net of Tax	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2023		2022		2023		2022
M&M Divestitures	$	49	$	26	$	79	$	807
MOU Activity 1	(8)		(6)		(384)		(62)
Other 2	(4)		(3)		(52)		(22)
Income (loss) from discontinued operations, net of tax	$	37	$	17	$	(357)	$	723

1.Includes the activity for the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company. The nine months ended September 30, 2023 includes a charge related to the Water District Settlement Agreement, as defined in Note 14. Refer to Note 14 for additional information.

2.Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between Corteva Inc ("Corteva"), E. I. du Pont de Nemours and Company ("EIDP"). For additional information on these matters, refer to Note 14.

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NOTE 5 - REVENUE

Revenue Recognition

Products

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

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.

Net Trade Revenue by Segment and Business or Major Product Line	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2023		2022		2023		2022
Industrial Solutions 1	$	531	$	496	$	1,525	$	1,499
Interconnect Solutions	380		446		1,064		1,371
Semiconductor Technologies	457		569		1,387		1,704
Electronics & Industrial	$	1,368	$	1,511	$	3,976	$	4,574
Safety Solutions	$	630	$	684	$	1,989	$	2,001
Shelter Solutions	431		476		1,248		1,385
Water Solutions	352		374		1,119		1,074
Water & Protection	$	1,413	$	1,534	$	4,356	$	4,460
Retained Businesses 2	$	277	$	272	$	838	$	804
Other 3	—		—		—		75
Corporate & Other	$	277	$	272	$	838	$	879
Total	$	3,058	$	3,317	$	9,170	$	9,913

1. Net sales attributed to Spectrum, a component of Electronics & Industrial and presented within Industrial Solutions, was $77 million for both the three and nine months ended September 30, 2023.

2. Retained Businesses includes the Auto Adhesives & Fluids, MultibaseTM and Tedlar® businesses.

3. Net sales in 2022 reflected in Other primarily include activity of Biomaterials prior to its May 2022 divestiture.

Net Trade Revenue by Geographic Region	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2023		2022		2023		2022
U.S. & Canada	$	1,093	$	1,149	$	3,161	$	3,293
EMEA 1	535		523		1,702		1,665
Asia Pacific 2	1,302		1,524		3,945		4,622
Latin America	128		121		362		333
Total	$	3,058	$	3,317	$	9,170	$	9,913

1.Europe, Middle East and Africa.

2.Net sales attributed to China, for the three months ended September 30, 2023 and 2022 were $563 million and $688 million, respectively, while for the nine months ended months ended September 30, 2023 and 2022 net sales attributed to China were $1,669 million and $2,119 million, respectively.

Contract Balances

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

Revenue recognized in the first nine months of 2023 and 2022 from amounts included in contract liabilities at the beginning of the period was insignificant.

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Contract Balances	September 30, 2023		December 31, 2022
In millions
Accounts and notes receivable - trade 1	$	1,645	$	1,593
Deferred revenue - current 2	$	2	$	11
Deferred revenue - noncurrent 3	$	15	$	8

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

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

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

NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

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

2022 Restructuring Program

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

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

Equity Method Investment Impairment Related Charges

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

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NOTE 7 - SUPPLEMENTARY INFORMATION

Sundry Income (Expense) - Net	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2023		2022		2023		2022
Non-operating pension and other post-employment benefit (costs) credits	$	(3)	$	7	$	(7)	$	20
Interest income	34		5		132		8
Net gain on divestiture and sales of other assets and investments 1	—		6		8		75
Foreign exchange gains (losses), net	17		5		(31)		9
Miscellaneous income - net	7		3		10		11
Sundry income (expense) - net	$	55	$	26	$	112	$	123

1.The nine months ended September 30, 2022 primarily reflects income of $26 million related to the gain on sale of the Biomaterials business unit and $37 million related to the sale of a land use right within the Water & Protection segment.

Cash, Cash Equivalents and Restricted Cash

At September 30, 2023 and December 31, 2022 the Company had restricted cash of $409 million and $7 million, respectively, within “Restricted cash and cash equivalents” and for the same periods zero and $103 million, respectively, within the “Restricted cash and cash equivalents - noncurrent” in the Condensed Consolidated Balance Sheets. The majority of these balances are attributable to the Water District Settlement Fund and MOU escrow account deposits. Additional information can be found in Note 14.

Accrued and Other Current Liabilities

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

NOTE 8 - INCOME TAXES

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

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate on continuing operations for the third quarter of 2023 was 28.7 percent, compared with an effective tax rate of 27.9 percent for the third quarter of 2022. The effective tax rate differential for the third quarter of 2023 was due primarily to the geographic mix of earnings offset by the U.S. taxation of foreign operations. For the first nine months of 2023, the effective tax rate on continuing operations was 25.6 percent, compared with 23.8 percent for the first nine months of 2022. The effective tax rate for the first nine months of 2023 was primarily due to a geographic mix of earnings. The lower effective tax rate for the first nine months of 2022 principally resulted from the recognition of a $94 million impairment charge of an equity method investment which resulted in a tax benefit of $29 million.

As a result of the M&M Businesses meeting the held for sale criteria in the first quarter of 2022, the Company recorded a net deferred tax benefit of $12 million and $655 million for the three and nine months ended September 30, 2022, in connection with certain internal restructurings. These restructurings involved both legal entities within the M&M Businesses and legal entities which remained with DuPont, and in certain instances relied upon legal entity valuations. The aforementioned net deferred tax benefit is included in “Income from discontinued operations, net of tax” in the interim Consolidated Statements of Operations. See Note 4 for additional information on the M&M Divestitures.

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NOTE 9 - EARNINGS PER SHARE CALCULATIONS

The following tables provide earnings per share calculations for the three and nine months ended September 30, 2023 and 2022:

Net Income for Earnings Per Share Calculations - Basic & Diluted	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2023		2022		2023		2022
Income from continuing operations, net of tax	$	291	$	359	$	833	$	956
Net income from continuing operations attributable to noncontrolling interests	9		16		31		42
Income from continuing operations attributable to common stockholders	$	282	$	343	$	802	$	914
Income (loss) from discontinued operations, net of tax	37		17		(357)		723
Net loss from discontinued operations attributable to noncontrolling interests	—		(7)		—		(5)
Income (loss) from discontinued operations attributable to common stockholders	$	37	$	24	$	(357)	$	728
Net income attributable to common stockholders	$	319	$	367	$	445	$	1,642

Earnings Per Share Calculations - Basic	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars per share	2023		2022		2023		2022
Earnings from continuing operations attributable to common stockholders	$	0.62	$	0.69	$	1.76	$	1.81
Earnings (loss) from discontinued operations, net of tax	0.08		0.05		(0.78)		1.44
Earnings attributable to common stockholders 1	$	0.71	$	0.73	$	0.97	$	3.25

Earnings Per Share Calculations - Diluted	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars per share	2023		2022		2023		2022
Earnings from continuing operations attributable to common stockholders	$	0.62	$	0.69	$	1.75	$	1.80
Earnings (loss) from discontinued operations, net of tax	0.08		0.05		(0.78)		1.44
Earnings attributable to common stockholders 1	$	0.70	$	0.73	$	0.97	$	3.24

Share Count Information	Three Months Ended September 30,		Nine Months Ended September 30,
Shares in millions	2023	2022	2023	2022
Weighted-average common shares - basic	451.7	499.4	456.5	505.6
Plus dilutive effect of equity compensation plans	1.7	1.0	1.3	1.3
Weighted-average common shares - diluted	453.4	500.4	457.8	506.9
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2