DuPont

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
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)
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
No securities are registered pursuant to Section 12(g) of the Act.
_____________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes þ No
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.
                                                 þ 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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.      ☐
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No
The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2024, (the last day of the registrant's most recently completed second
fiscal quarter), was approximately $34 billion based on the New York Stock Exchange closing price on such date. For purposes of this computation, the registrant has assumed
that its Directors and Executive Officers are affiliates.
The registrant had 418,049,127 shares of common stock, $0.01 par value, outstanding at February 12, 2025.
DOCUMENTS INCORPORATED BY REFERENCE
Part III: Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K.
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DuPont de Nemours, Inc.
ANNUAL REPORT ON FORM 10-K
For the year ended December 31, 2024
TABLE OF CONTENTS
 
 
Page
PART I
 
 
 
Item 1.
Business
6
 
Item 1A.
Risk Factors
16
 
Item 1B.
Unresolved Staff Comments
27
Item 1C.
Cybersecurity
28
 
Item 2.
Properties
29
 
Item 3.
Legal Proceedings
30
Item 4.
Mine Safety Disclosures
30
PART II
 
 
 
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
31
Item 6.
Reserved
32
 
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
33
 
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
56
 
Item 8.
Financial Statements and Supplementary Data
57
 
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
57
 
Item 9A.
Controls and Procedures
57
 
Item 9B.
Other Information
57
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
57
PART III
 
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
58
 
Item 11.
Executive Compensation
58
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
58
 
Item 13.
Certain Relationships and Related Transactions, and Director Independence
58
 
Item 14.
Principal Accountant Fees and Services
58
PART IV
 
 
 
Item 15.
Exhibits and Financial Statement Schedules
59
Item 16.
Form 10-K Summary
61
SIGNATURES
 
62
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DuPont de Nemours, Inc.
DuPont
and all products, unless otherwise noted, denoted with 
, 
 or ® are trademarks, service marks or registered trademarks of affiliates of DuPont de
Nemours, Inc.
Overview
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.
Effective in the first quarter 2025, in light of the Intended Electronics Separation, the Company will realign its management and reporting structure. This
realignment will result in a change in reportable segments in the first quarter of 2025 which will change the manner in which the Company reports its financial
results by segment (the "2025 Segment Realignment"), principally with the businesses comprising the Intended Electronics Separation to be reported as a
single reportable segment. The businesses that comprise the Intended Electronics Separation are the businesses that currently comprise Semiconductor and
Interconnect Solutions, as well as the electronics businesses that are currently part of Industrial Solutions. The results of operations discussion included in
Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as the segment information in the Consolidated Financial
Statements, are not reflective of the impact of 2025 Segment Realignment.
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, within Note 5 to the Consolidated Financial Statements, has been recast for all periods presented to reflect the new
structure. The realignment did not result in changes to total Electronics & Industrial segment net sales.
On November 1, 2023, DuPont completed the divestiture of the Delrin® acetal homopolymer (H-POM) business to TJC LP, (the “Delrin® Divestiture”). On
November 1, 2022, DuPont completed the divestiture of the majority of the historic Mobility & Materials segment, (the “M&M Divestiture”). The results of
operations for the year ended December 31, 2023, present the financial results of the Delrin® Divestiture as discontinued operations. The results of operations
for the year ended December 31, 2022, present the financial results of both the M&M Divestiture and the Delrin® Divestiture as discontinued operations.
Unless otherwise indicated, the discussion of results, including the financial measures further discussed below, refers only to DuPont's Continuing Operations
and does not include discussion of balances or activity of the M&M Divestiture or the Delrin® Divestiture.
FORWARD-LOOKING STATEMENTS
This document 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, “outlook,” “stabilization,” “confident,” “preliminary,” “initial,” and similar expressions and variations or negatives of these words. All
statements, other than statements of historical fact, are forward-looking statements, including statements regarding outlook, expectations and guidance.
Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that are
beyond DuPont’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements.
Forward-looking statements are not guarantees of future results. Some of the important factors that could cause DuPont’s actual results to differ materially from
those projected in any such forward-looking statements include, but are not limited to: (i) the ability of DuPont to effect the Intended Electronics Separation
and to meet the conditions related thereto; (ii) the possibility that the Intended Electronics Separation will not be completed within the anticipated time period
or at all; (iii) the possibility that the Intended Electronics Separation will not achieve its intended benefits; (iv) the impact of Intended Electronics Separation on
DuPont’s businesses and the risk that the separation may be more difficult, time-consuming or costly than expected, including
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the impact on DuPont’s resources, systems, procedures and controls, diversion of management’s attention and the impact and possible disruption of existing
relationships with customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or
unanticipated costs, in connection with the Intended Electronics Separation; (vi) the uncertainty of the expected financial performance of DuPont or the
separated company following completion of the Intended Electronics Separation; (vii) negative effects of the announcement or pendency of the Intended
Electronics Separation on the market price of DuPont’s securities and/or on the financial performance of DuPont; (viii) the ability to achieve anticipated capital
structures in connection with Intended Electronics Separation, including the future availability of credit and factors that may affect such availability; (ix) the
ability to achieve anticipated credit ratings in connection with the Intended Electronics Separation; (x) the ability to achieve anticipated tax treatments in
connection with the Intended Electronics Separation and completed and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the
impact of changes in relevant tax and other laws; (xi) 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 among 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; and changes in laws and regulations applicable to PFAS chemicals; (xii) indemnification of certain legacy liabilities;
(xiii) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the
Intended Electronics Separation and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and
infrastructure actions; (xiv) the 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; (xv) adverse changes in worldwide economic, political, regulatory, international trade, geopolitical, capital
markets and other external conditions; and other factors beyond DuPont’s control, including inflation, recession, military conflicts, natural and other disasters
or weather-related events, that impact the operations of DuPont, its customers and/or its suppliers; (xvi) the ability to offset increases in cost of inputs,
including raw materials, energy and logistics; (xvii) the risks associated with continuing or expanding trade disputes or restrictions, new or increased tariffs or
export controls including on exports to China of U.S.-regulated products and technology; (xviii) the risks, including ability to achieve, and costs associated
with DuPont’s sustainability strategy, including the actual conduct of DuPont’s activities and results thereof, and the development, implementation,
achievement or continuation of any goal, program, policy or initiative discussed or expected; (xix) other risks to DuPont’s business and operations, including
the risk of impairment; and (xx) other risk factors 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.
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DuPont de Nemours, Inc.
PART I
ITEM 1. BUSINESS
Throughout this Annual Report on Form 10-K, except as otherwise noted by the context, the terms "DuPont" or "Company" used herein mean DuPont de
Nemours, Inc. and its consolidated subsidiaries.
DuPont is a Delaware corporation formed in 2015 (formerly, DowDuPont Inc.), for the purpose of effecting an all-stock merger of equals transactions between
The Dow Chemical Company ("TDCC") and E. I. du Pont de Nemours and Company ("EID"). Effective August 31, 2017, pursuant to the merger of equals
transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("DWDP Merger Agreement"),
TDCC and EID each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, TDCC and EID became subsidiaries of DowDuPont (the
"DWDP Merger"). Prior to the DWDP Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters
contemplated by the DWDP Merger Agreement. For purposes of DowDuPont's financial statement presentation, TDCC was determined to be the accounting
acquirer in the DWDP Merger and EID's assets and liabilities are reflected at fair value as of the DWDP Merger Effectiveness Time.
On April 1, 2019, the Company completed the separation of the materials science business through the spin-off of Dow Inc., (“Dow”) including Dow’s
subsidiary TDCC (the “Dow Distribution”). On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of
Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EID, (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”).
Effective January 1, 2023, Corteva’s subsidiary EID changed its name to EIDP, Inc. (“EIDP”), and therefore references to EID reflect this name change as
appropriate.
DuPont is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life by applying diverse science
and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction,
water, healthcare and worker safety. At December 31, 2024, the Company has subsidiaries in about 50 countries worldwide and manufacturing operations in
about 24 countries. See Note 23 to the Consolidated Financial Statements for details on the location of the Company's sales and property.
Significant Transformational Divestitures
On February 1, 2021, the Company completed the divestiture of the Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrance Inc.
(“IFF”) in a Reverse Morris Trust transaction (the “N&B Transaction”) that resulted in IFF issuing shares to DuPont stockholders. See Note 4 to the
Consolidated Financial Statements for more information.
On February 18, 2022, the Company announced that it had entered an agreement on February 17, 2022, (the "Transaction Agreement") with Celanese
Corporation ("Celanese") for divestiture of the majority of DuPont’s historic Mobility & Materials (“M&M”) segment, (the “M&M Divestiture”). The Auto
Adhesives & Fluids, Multibase
 and Tedlar® product line, which were part of the historic M&M segment, are referred to as the "Retained Businesses". On
November 1, 2022, DuPont and Celanese completed the M&M Divestiture and DuPont received cash proceeds of $11 billion which was subject to transaction
adjustments in accordance with the Transaction Agreement. See Note 4 to the Consolidated Financial Statements for more information.
As part of its announcement on February 18, 2022 regarding the M&M Divestiture, DuPont also announced the Board of Directors' approval for the divestiture
of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture"). On November 1, 2023, the Company closed the sale of the Delrin®
business to TJC LP ("TJC"), (the “Delrin® Divestiture”). The Delrin® Divestiture together with the M&M Divestiture, are referred to as the “M&M
Divestitures”.
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 a 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.
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Financial Flexibility and Return of Excess Capital
Following the M&M Divestiture, in November 2022, DuPont redeemed in full $2.5 billion in fixed-rate long term senior unsecured notes due November 2023.
Following the announcement of the Previously Intended Business Separations, in the second quarter 2024, DuPont completed a partial redemption of $650
million aggregate principal amount of its 2038 Notes and 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.
In the fourth quarter of 2022, DuPont's Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5
billion of common stock, (the "$5B Share Buyback Program”). In the third quarter 2023, the Company completed the repurchase and retired a total of 46.8
million shares of common stock with $250 million of such repurchases completing the $1 billion share repurchase program approved in February 2022 and the
remaining $3 billion under the $5B Share Buyback Program.
In the first quarter of 2024, the Company completed the remaining $2 billion of buyback authority under the $5B Share Buyback Program repurchasing
27.9 million shares. In the first quarter of 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and
retirement of up to $1 billion of common stock (the "$1B Share Buyback Program”). The $1B Share Buyback Program terminates on June 30, 2025, unless
extended or shortened by the Board of Directors.
In the second quarter of 2024, DuPont completed an accelerated stock repurchase transaction (“ASR") for the repurchase of about $500 million of common
stock. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the transaction. In connection with the Previously
Intended Business Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500
million in share buyback authority under the $1B Share Buyback Program.
For more information, see the discussion of Liquidity & Capital Resources in See Part II, Item 7, Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
Targeted Acquisitions
On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”) which
is part of Industrial Solutions within the Electronics & Industrial segment.
On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), (the "Donatelle Plastics Acquisition"), which is being
integrated into Industrial Solutions within the Electronics & Industrial segment.
See Note 3 to the Consolidated Financial Statements for more information.
Water District Settlement Agreement
In April 2024, the $1.185B Water District Settlement became final and therefore DuPont’s $400 million contribution, plus interest, to the Water District
Settlement Fund is reflected as a cash outflow within cash flows from discontinued operations during the year ended December 31, 2024. See Note 16 to the
Consolidated Financial Statements for additional information.
BASIS OF PRESENTATION
The M&M Divestitures represent a strategic shift with a related major impact on DuPont's operations and results.
The Consolidated Financial Statements included in this annual report present the financial position of DuPont as of December 31, 2024 and 2023, the results of
operations of DuPont for the years ended December 31, 2024, 2023 and 2022, and the Consolidated Statements of Cash Flows giving effect to the M&M
Divestitures as if it had occurred on January 1, 2022, with the historical financial results of the businesses divested as part of the M&M Divestitures (the
"M&M Businesses") reflected as discontinued operations, as applicable. The comprehensive income related to the M&M Businesses has not been segregated
and are included in the Consolidated Statements of Comprehensive Income, for the year ended December 31, 2024, 2023 and 2022, as applicable. 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 the M&M Businesses.
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SEGMENT INFORMATION
The revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the current and historical periods. Indirect costs, such as
those related to corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and
remain reported within continuing operations. The Retained Businesses are not included in the scope of the M&M Divestitures and are included in Corporate &
Other.
See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 23 in this annual report for additional
information concerning the Company’s operating segments.
ELECTRONICS & INDUSTRIAL
Electronics & Industrial is a leading global provider of differentiated materials and component solutions for high performance computing, 5G, electric vehicles
("EV"), a broad range of consumer electronics including mobile devices, television monitors, personal computers and a variety of other industries including
aerospace, defense, transportation, healthcare and medical devices. The segment supplies industry leading materials and solutions for the fabrication of
semiconductors and integrated circuits addressing multiple steps of the manufacturing process. The segment offers a broad portfolio of semiconductor and
advanced packaging materials, providing chemical mechanical planarization ("CMP") pads and slurries, photoresists and advanced coatings for lithography,
removers and cleaners; dielectric and metallization solutions for advanced chip packaging; along with silicones for light emitting diode ("LED") packaging and
semiconductor applications. Electronics & Industrial also provides permanent and process chemistries for the fabrication of printed circuit boards to include
laminates and substrates, electroless and electrolytic metallization solutions, as well as patterning solutions and materials and innovative metallization
processes for metal finishing, decorative, and industrial applications and provides high-performance electromagnetic shielding and thermal management
solutions. With the acquisitions of Spectrum and Donatelle, Electronics & Industrial also produces specialty medical devices. Electronics & Industrial is a
leading global supplier in the packaging graphics industry providing photopolymer plates and platemaking systems used in flexographic printing and digital
inks for textile, commercial and home-office printing applications. The segment also provides cutting-edge materials for the manufacturing of rigid and flexible
displays for organic light emitting diode ("OLED") and other display applications. In addition, the segment produces high performance parts and specialty
silicone elastomers and lubricants to meet customer specifications in automotive, aerospace, electronics, industrial and healthcare markets. Electronics &
Industrial addresses these markets by leveraging a strong science and technology base and customer-driven application engineering capabilities to provide the
critical materials and solutions for creating a more connected and digital world.
Acquisitions & Divestitures
On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC. Donatelle Plastics is a medical device company specializing in the design,
development and manufacture of medical components and devices. Donatelle Plastics is presented within the Industrial Solutions business.
On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group from AEA Investors. Spectrum is a recognized leader in advanced
manufacturing of specialty medical devices and components with a strategic focus on key therapeutic areas such as structural heart, electrophysiology, surgical
robotics and cardiovascular. Spectrum is presented within the Industrial Solutions business.
Details on Electronics & Industrial's 2024 net sales, by major product line and geographic region, are as follows:
 
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Products
Major applications/market segments and technologies are listed below by major product line:
Major Product Line
Applications/Market Segments
Technologies
Semiconductor Technologies
Integrated circuit fabrication for memory and logic
semiconductors
CMP consumables, photolithography materials,
semiconductor fabrication materials, fabrication
cleaners and removers, advanced chip packaging
materials and thermal management materials, OLED
and other display process materials
Interconnect Solutions
Printed circuit board, electronic and industrial
finishing
Circuit packaging film and laminate materials,
interconnect metallization and imaging process
chemistries, dry film photoresists, polyimide films,
flexible circuit materials, LED encapsulants,
electromagnetic shielding and thermal management
materials
Industrial Solutions 
Flexographic printing and inkjet printing, high
performance parts and specialty silicones for
automotive, aerospace, electronics, industrial,
healthcare and medical device markets
Flexographic printing plates and materials, digital inks,
perfluoroelastomer and polyimide parts and shapes,
specialty silicone elastomers and lubricants, and
specialty extrusion and molded parts for medical
devices and components
1. Donatelle Plastics, a recently acquired component of the Electronics & Industrial segment, has been included within the Industrial Solutions business.
Key Raw Materials
The major commodities, raw materials and supplies for the Electronics & Industrial segment include: p-acetoxystyrene, monomers, pigments and dyes, styrenic
block copolymers, copper foil, diglycolamine, hydroxylamine, filler alumina, nickel silver, oxydianiline, palladium, photoactive compounds, polyester and
other polymer films, polyethylene resins, polyurethane resins, polyvinyl chloride compounds, pyromellitic dianhydride and silicones.
Current and Future Investments
The Company will invest approximately $70 million in its Electronics & Industrial segment to build new production assets at a Dayton, Ohio plant. The new
assets will expand polymer production capacity to meet growing customer demand from the semiconductor market. At December 31, 2024, the Company had
spent approximately $19 million since the start of the project and expects the new assets to be operational by the end of 2026.
Additionally, the Company expects to invest about $165 million over the next five years at its Newark, Delaware plant to expand domestic production capacity
to meet global customer demand from the semiconductor market. The multi-year investment plan will expand capacity and improve reliability for domestic
supply assurance, improve product quality and consistency for advanced nodes, and expand manufacturing capabilities to enable new technology. At December
31, 2024, the Company had spent approximately $40 million under the investment plan.
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WATER & PROTECTION
Water & Protection is the global leader in providing innovative engineered products and integrated systems for a number of industries including, worker safety,
water purification and separation, transportation, energy, medical packaging and building materials. Water & Protection addresses the growing global needs of
businesses, governments and consumers for solutions that make life safer, healthier and better.
Innovation is the business imperative. By uniting market-driven science and engineering with the strength of highly regarded brands including KEVLAR®
high-strength material, NOMEX® thermal-resistant material, CORIAN® solid surfaces, TYVEK® selective barriers, FILMTEC™ reverse osmosis elements,
AMBERLITE™ ion exchange resins, STYROFOAM™ insulation and GREAT STUFF™ insulating foam sealants, the segment strives to bring new products
and solutions to solve customers' needs faster, better and more cost effectively. Water & Protection is investing in future growth initiatives such as water
management solutions, construction productivity solutions, high strength and light weighting composite solutions and circular ecosystem / zero waste solutions.
Details on Water & Protection's 2024 net sales, by major product line and geographic region, are as follows:
 
Products
Major applications and products are listed below by major product line:
Major Product Line
Applications / Market Segments
Major Products / Technologies
Safety Solutions
Industrial personnel protection, military and emergency
response, medical devices and packaging, automotive,
aerospace and oil and gas
KEVLAR® fiber; NOMEX® fiber and paper; TYVEK®
protective materials; TYCHEM® protective suits
Shelter Solutions
Rigid and spray foam insulation, weatherization,
waterproofing and air sealing, caulks and sealants, roof
coatings and decorative surface materials
STYROFOAM™ brand insulation products, THERMAX™
exterior insulation, XENERGY™ high performance insulation,
LIQUIDARMOR™ flashing and sealant, GREAT STUFF™
insulating foam sealants and adhesives, CORIAN® design solid
and quartz surfaces, TYVEK® weather resistant barriers
Water Solutions
Water filtration and purification technology for residential,
municipal and industrial use. Key industries include
municipal drinking water and wastewater, power generation,
microelectronics, pharmaceuticals, food and beverage,
industrial wastewater reuse, metals and mining and oil and
gas segments
AMBERLITE™ ion exchange resins, FILMTEC™ reverse
osmosis and nanofiltration elements, INTEGRAFLUX™
ultrafiltration modules, FORTILIFE™ challenging water reverse
osmosis membranes and TAPTEC™ water filtration and
purification for drinking water in homes and commercial
buildings
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Key Raw Materials
The major commodities, raw materials and supplies for the Water & Protection segment include: methyl methacrylate, alumina trihydrate, methyl pentanediol,
styrene, polysulfone, Terephthaloyl- & Isophthaloyl- chloride, high-density polyethylene, polyethylene, aniline, calcium chloride, divinyl benzene monomers
caustic and sulfuric acid.
Current and Future Investments
The Company completed the previously announced plans to increase capacity for the manufacture of TYVEK® nonwoven materials at its Luxembourg site due
to growing global demand. The new assets were online and operational in early 2024 and the total investment was approximately $400 million.
CORPORATE & OTHER
Corporate & Other includes sales and activity of the Retained Businesses including the Auto Adhesives & Fluids, Multibase
and Tedlar® product lines.
Corporate & Other includes DuPont's equity interest in Derby Holdings Group related to the Delrin® Divestiture. The results of Corporate & Other also
include the sales and activity of certain divested businesses including the operations of the Biomaterials business unit divested in May 2022. Corporate & Other
also includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-
business aligned litigation expenses and other costs not absorbed by reportable segments.
The costs of the M&M Businesses that are classified as discontinued operations include only direct operating expenses incurred prior to the M&M Divestiture
on November 1, 2022 and costs which the Company stopped incurring upon the close of the Delrin® Divestiture. Indirect costs, such as those related to
corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported
within continuing operations. A portion of these indirect costs related to activities the Company continues to undertake post-closing of the M&M Divestitures,
and for which it is reimbursed (“Future Reimbursable Indirect Costs”). Future Reimbursable Indirect Costs are reported within continuing operations in
Corporate & Other but are excluded from Operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future
reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating
EBITDA.
The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating
decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing
operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (“OPEB”) / charges, and
foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items.
TM 
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INDUSTRY SEGMENTS AND GEOGRAPHIC REGION RESULTS
See Note 5 to the Consolidated Financial Statements for net sales by business or major product line.
Sales by geographic region are included within Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations",
"Results of Operations." See Note 23 to the Consolidated Financial Statements for information regarding total net sales and total assets by segment, as well as
net sales and long-lived assets by geographic region.
SIGNIFICANT CUSTOMERS AND COMPETITION
In 2024, no significant portion of the Company's sales was dependent upon a single customer. The markets in which the Company participates compete
primarily through technology, range of products and services, performance, quality, reliability, brand, reputation, service and support. The Company provides
extensive support, technical services and testing services for its customers, in addition to new product development. The Company believes that its proprietary
product and process technologies, robust product and application development pipelines, customer intimacy, global manufacturing capability and local service
capability enable it to compete successfully.
DuPont is a multi-industrial company and is subject to competition across all product and service areas. Key competitors include but are not limited to:
•
Electronics & Industrial: Element Solutions, Entegris, Fujifilm, Henkel, JSR, Merck KGaA, MKS Instruments, and Resonac.
•
Water & Protection: 3M, Honeywell, Hydranautics, Kingspan, Kolon, Lanxess, Owens-Corning, Ecolab, Avient, Toray, Teijin, and Yantai.
Against this competitive backdrop, value-in-use is the primary driver of price for the Company’s products, although price is impacted by many factors
including, among others, fluctuations in supply and demand, and availability and cost of key manufacturing inputs including raw materials and energy.
SOURCES AND AVAILABILITY OF MAJOR RAW MATERIALS
The Company uses a wide variety of raw materials in the manufacturing of products. The prices of raw materials are driven by global supply and demand. In
recent years, raw material prices and availability have been affected by worldwide economic conditions, including supply chain disruptions and inflationary
cost pressures. The Company actively works to mitigate impacts of such conditions.
DISTRIBUTION
Most products are marketed primarily through the Company's sales organization, although for some product lines, more emphasis is placed on sales through
distributors. The Company has a diverse worldwide network which markets and distributes the Company's brands to customers globally. This network consists
of the Company's sales and marketing organization partnering with distributors, independent retailers, cooperatives and agents throughout the world.
BACKLOG
In general, the Company does not manufacture its products against a backlog of orders and does not consider backlog to be a significant indicator of the level
of future sales activity. Production and inventory levels are typically based on the level of incoming orders as well as projections of future demand. However,
from time to time in limited instances the Company does operate against a backlog for certain products, which has in the past resulted, and in the future may
result, from the availability of raw materials from third-party suppliers. Therefore, the Company believes that backlog information is generally not meaningful
to understanding its overall business and should not be considered a reliable indicator of the Company's ability to achieve any particular level of revenue or
financial performance.
SEASONALITY
Certain of the Company's sales are seasonal as consumer electronics and North American and European construction end-market demand generally increases in
the second and third fiscal quarters resulting in sales increases in Interconnect Solutions and Shelter Solutions, respectively. This seasonality is partially
mitigated by the other products provided by the Company that have no material seasonal effect.
INTELLECTUAL PROPERTY
The Company’s businesses differentially manage their respective intellectual property estates to support Company strategic priorities, which can include
leveraging intellectual property within and across product lines.
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Trade Secrets: Trade secrets are an important part of the Company's intellectual property. Many of the processes used to make products are kept as trade secrets
which, from time to time, may be licensed to third parties. DuPont vigilantly protects all of its intellectual property including its trade secrets. When the
Company discovers that its trade secrets have been unlawfully taken, it reports the matter to governmental authorities for investigation and potential criminal
action, as appropriate. In addition, the Company takes measures to mitigate any potential impact, which may include civil actions seeking redress, restitution
and/or damages based on loss to the Company and/or unjust enrichment.
Patents: The Company applies for and obtains patents in many countries, including the U.S., and has access to a large patent portfolio, both owned and
licensed. DuPont’s rights under these patents and licenses, as well as the products made and sold under them, are important to the Company in the aggregate.
The Company considers various intellectual property protections and strategic business priorities when deciding whether to apply for or maintain a patent.
The protection afforded by patents varies based on country, scope of individual patent coverage, as well as the availability of legal remedies in each country
and type of patent protection. The term of these patents is approximately twenty years from the filing date in general, but varies depending on country and type
of patent protection. DuPont's significant patent estate may be leveraged to align with the Company’s strategic priorities within and across product lines. At
December 31, 2024, the Company owned about 12,800 patents and patent applications globally. Approximately 80 percent of the Company’s patent estate has a
remaining term of more than 5 years.
Trademarks: The Company owns or licenses many trademarks that have significant recognition at the consumer retail level and/or the product line to product
line level. Ownership rights in trademarks do not expire if the trademarks are continued in use and properly protected.
ENVIRONMENTAL REGULATORY MATTERS
DuPont operates global manufacturing, product handling and distribution facilities that are subject to a broad array of environmental laws and regulations. For
more information see: (1) Environmental Proceedings on page 30, (2) Management's Discussion and Analysis of Financial Condition and Results of Operations
beginning on page 37, (3) Notes 1 and 16 to the Consolidated Financial Statements.
SUSTAINABILITY
DuPont’s purpose is to empower the world with the essential innovations to thrive. The Company operates within four core values of protecting safety and
health; respect for people; conduct in accordance with the highest ethical behavior; and protecting the planet. DuPont’s sustainability strategy is focused on
driving innovations to create sustainable solutions that help address the most pressing challenges facing society and the planet; enhancing the sustainability of
its operations and facilities; and protecting the health and well-being of its employees and communities. DuPont believes that climate change is an important
global environmental issue that presents risks and opportunities. The Company is continuously evaluating opportunities for existing and new product and
service offerings to meet the anticipated demands of a low-carbon economy.
Information about DuPont’s sustainability-related policies, programs, initiatives and goals is available under Sustainability in the "About Us" section of its
website. The Company’s 2024 Sustainability Report, which is aligned to the Global Reporting Initiative (“GRI”) Standards and the Sustainability Accounting
Standards Board ("SASB") frameworks, includes information based on the businesses and facilities owned and operated by the Company during the calendar
year 2023.
Additional corporate governance information, including DuPont’s amended and restated charter, amended and restated bylaws, corporate governance
guidelines, Board committee charters, and code of business conduct and ethics, is available under Corporate Governance in the "For Investors" section of the
Company’s website. Nothing on the DuPont websites shall be deemed incorporated by reference into this Annual Report on Form 10-K.
HUMAN CAPITAL
Foundational to the Company’s current and future success is its employees, who drive the Company’s strategic vision, manage operations and develop
products. The Company focuses significant attention on attracting, motivating and retaining talent at all levels. Through training and professional development
initiatives, promoting a respectful and welcoming culture, and emphasizing the importance of health, safety and well-being, the Company’s aim is to create an
environment that fully supports the needs of its employees providing opportunity for financial and career growth, an inclusive and collegial experience and
purpose in doing work that matters.
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The Company is committed to upholding a workplace culture that prioritizes the wellbeing and fulfillment of our employees and strongly believes that this
approach not only aligns with our values but also positively impacts our long-term performance. To ensure that the Company is consistently fulfilling this
commitment, DuPont regularly gathers feedback from our colleagues and analyzes our progress. Annually, an enterprise-wide engagement survey is conducted,
which provides insight into employee morale and aspects of workplace culture like core values, commitment to ethical behavior, teamwork and employee
development.
The Company is committed to creating a high-performance culture built on continual learning to support the strategic needs of its workforce. The professional
growth of our people is essential to the growth of our business. Our annual goal process asks employees to not only identify three key goals around business
contributions but also and one goal focused on self-development. The Company has prioritized learning and career development opportunities for leaders and
all employees. The Company offers a wide set of training, education and development opportunities, both formally and informally, throughout the year. All
employees take part in a mix of on-the-job training and appropriate learning and training opportunities focusing on topics that are the most critical and relevant
to each employees’ job function. Employees have the freedom to create meaningful development plans, identify goals, and take steps to achieve them.
The Company is committed to ensuring fair access to growth and fulfillment opportunities for its employees and to positively impacting communities in which
it operates. In furtherance of these commitments, the Company supports several employee-led resource groups which are open to all employees.
Organizational culture is only as strong and resilient as its leaders; therefore, DuPont invests in leadership development. DuPont provides programming to
equip leaders with the skills needed to support our employees through effective leadership. Annually, our senior leadership identifies key talent based on
performance, potential and aspiration to develop for advancement.
The Company's success also depends on the well-being of employees, including physical, mental and emotional health. DuPont employees have access to
online health resources through our global wellness provider to help them improve their overall well-being, including a health assessment, healthy habit
building and tracking, videos and content to reduce stress and increase resilience, better sleep habits, nutrition guides, company wellness challenges, and
financial wellness education. The Company continues to provide no-cost Employee Assistance Program ("EAP") services to all employees globally and their
immediate household members. All employees also have the support of the Company’s Health Services teams, which provides onsite and intranet-based
services to support and monitor the health and welfare of employees. The Company’s larger manufacturing and research sites have onsite clinics where
employees can get occupational care, first aid treatment, travel vaccinations and referrals for off-site medical care. The Company continuously strives for zero
workplace injuries, occupational illnesses and incidents. The Company’s safety metrics are continually measured against this goal, and DuPont’s
Environmental, Health, Safety & Sustainability Committee oversees improvements in the Company's health and safety practices. Health Services also assesses
health risks across DuPont to find out which health concerns are most important to the Company's employees, conducts medical surveillance exams based on
occupational risks and regulatory compliance priorities flagged by DuPont’s Environmental, Health and Safety team.
As of December 31, 2024, the Company employed approximately 24,000 people worldwide. Approximately 34 percent of employees were in Asia Pacific, 16
percent were in the EMEA, 5 percent were in Latin America and 45 percent were in the U.S and Canada. Within the United States, about 6,000 employees were
in non-exempt or hourly-rate positions.
AVAILABLE INFORMATION
The Company is subject to the reporting requirements under the Securities Exchange Act of 1934. Consequently, the Company is required to file reports and
information with the Securities and Exchange Commission ("SEC"), including reports on the following forms: annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934.
The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC, from which the public may obtain any materials the Company files with the SEC.
The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are also accessible
on DuPont's website at http://www.investors.dupont.com by clicking on the section labeled "Investors", then on "Filings & Reports". These reports are made
available, without charge, as soon as is reasonably practicable after the Company files or furnishes them electronically with the SEC.
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DuPont webcasts its quarterly earnings calls and certain events it participates in or hosts with members of the investment community under For Investors
section, in the "About Us" section of the Company’s website. Additionally, DuPont provides notifications of news or announcements regarding its financial
performance, including SEC filings, investor events, news and earnings releases under For Investors. The Company has used, uses and intends to continue to
use, its website as means of disclosing material non-public information and for complying with its disclosure obligations under SEC’s Regulation FD.
The contents of the Company’s websites, including those referenced above and elsewhere in this report, are not intended to be incorporated by reference into
this Annual Report on Form 10-K or in any other report or document DuPont has or in the future may file with the SEC, and any references to the Company’s
websites are intended to be inactive textual references only.
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ITEM 1A. RISK FACTORS
The Company's operations could be affected by various risks, many of which are beyond its control. Based on current information, the Company believes that
the following identifies the most material risk factors that could affect its operations. Past financial performance may not be a reliable indicator of future
performance and historical trends should not be used to anticipate results or trends in future periods.
Risks related to the Intended Electronics Separation
DuPont may be unable to achieve all the benefits that it expects to achieve from the Intended Electronics Separation, if the Intended Electronics
Separation is effected at all.
The success of the Intended Electronics Separation ultimately depends on, among other things, DuPont's ability to internally separate the Electronics business
in a manner that facilitates the Intended Electronics Separation on a U.S. federal income tax-free basis and enables the future Electronics company as well as
“new” DuPont, as a diversified industrials-focused company, (the “FutureCos” and each, a “FutureCo”), to benefit from increased focus and agility in their
respective industries.
DuPont, and each of its businesses, has and continues to benefit from efficiencies through the optimization of its global footprint, leveraging of corporate,
procurement and functional services and costs across all of its businesses. While the Intended Electronics Separation is expected to create dis-synergies, the
intent is to stand the FutureCos in a way that is favorably competitive for each FutureCo’s respective industry.
The separation and distribution transactions necessary to effectuate the Intended Electronics Separation will be complex, costly and time-consuming, and are
subject to difficulties, uncertainties and unanticipated risks, each of which may diminish the benefits the Company expects to realize from the Intended
Electronics Separation. These include, but are not limited to:
•
delays, both generally and as a result of failure to satisfy all of the required conditions to the Intended Electronics Separation;
•
unanticipated developments or changes, including changes in law, macroeconomic environment, market conditions or political or regulatory
conditions, including as a result of executive orders;
•
difficulties in standing the FutureCos and completing the Intended Electronics Separation in an efficient and effective manner to achieve business
opportunities and growth prospects;
•
costs or inefficiencies associated with dis-synergies, including due to increased borrowing costs;
•
the diversion of management’s attention from ongoing business concerns and performance shortfalls at the Company as a result of the devotion of
management’s attention to the Intended Electronics Separation;
•
the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the Intended Electronics
Separation;
•
unanticipated issues in creating information technology, communications programs, financial procedures and operations, and other systems,
procedures and policies;
•
impact on relationships with employees, suppliers, customers, distributors, licensors and other stakeholders;
•
tax costs or inefficiencies associated with the Intended Electronics Separation; and
•
potential negative reactions from the financial markets if the Company fails to complete the Intended Electronics Separation, as currently expected,
within the anticipated time frame or at all.
If the Intended Electronics Separation is completed, each of the FutureCos will incur ongoing costs of operating as independent companies that will no longer
be shared, and each of the FutureCos will be smaller, less diversified companies with more limited businesses concentrated in their respective industries than
DuPont is today. As a result, the FutureCos may be more vulnerable to changing market conditions, be subject to costs that exceed the Company’s estimates
and the Intended Electronics Separation may result in existing shareholders divesting the stock of the FutureCos where investment strategies no longer align,
which may affect the market price of the respective FutureCos’ common stock following the consummation of the Intended Electronics Separation. Each of
these risks may diminish the benefits the Company expects to realize from the Intended Electronics Separation. Further, if the Intended Electronics Separation
is ultimately not consummated, the anticipated benefits, operational efficiencies, business opportunities and growth prospects may not be realized fully or at all,
or may take longer to realize than expected, and the value of common stock, the revenues, levels of expenses and results of operations of each of the FutureCos
may be adversely affected. In addition, the Company will have incurred costs (which may be significant) without realizing the benefits of such transaction.
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The Intended Electronics Separation may adversely impact DuPont’s ability to access the capital markets and its cost of capital.
The Intended Electronics Separation may have the effect of, among other things:
•
requiring the Company to dedicate significant cash flow to the Company’s debt, including, without limitation, the payment of principal and interest,
payment of costs associated with the refinance, repayment, redemption, repurchase or exchange of the Company’s outstanding debt, and payment of
costs associated with the Intended Electronics Separation, which will reduce funds the Company has available for other purposes;
•
exposing the Company to interest rate risk at the time of refinancing outstanding debt or on the portion of the Company’s debt obligations that are
issued at variable rates;
•
increasing the borrowing costs associated with the re-allocation or taking on of new debt; and
•
although the Company expects to maintain investment grade ratings, resulting in downgrades of the Company’s credit ratings leading to increased
borrowing costs to the Company.
DuPont’s primary sources of liquidity to finance operations, including stock repurchases and dividends on its common stock, is cash generated by its businesses
and access to the debt capital markets. Further, DuPont is considering potentially repaying, redeeming, repurchasing or exchanging some or all of its senior
notes, of which there are about $7.2 billion aggregate principal amount outstanding, with maturities in 2025, 2028, 2038 and 2048. If the Company’s ability to
continue to raise money in the debt capital markets is impaired, or if there is a significant increase in the cost of debt, there may be a significant negative effect
on the Company’s liquidity. If the Company is unable to generate sufficient cash flow or maintain access to adequate external financing, it could restrict the
Company’s current operations, activities under its current and future stock buyback programs, and the Company’s growth opportunities, which could adversely
affect the Company’s operating results.
If the intended distribution of the Electronics FutureCo, together with certain related transactions, were to fail to qualify for non-recognition
treatment for U.S. federal income tax purposes, then DuPont could be subject to significant tax liability.
It is expected that DuPont will receive a tax opinion from Skadden, Arps, Slate, Meagher & Flom LLP, its tax counsel, as a condition to the distribution, in
form and substance acceptable to DuPont, substantially to the effect that, among other things, such distribution along with certain related transactions will
qualify for non-recognition treatment under the Internal Revenue Code of 1986, as amended (the “Code,” and such opinion, the “Tax Opinion”). The Tax
Opinion is expected to rely on certain facts, assumptions, and undertakings, and certain representations from DuPont and the Electronics FutureCo, regarding
the past and future conduct of each of their respective businesses and other matters. Notwithstanding the receipt of the Tax Opinion, the Internal Revenue
Service (the “IRS”) could determine on audit that the distribution and/or certain related transactions should be treated as taxable transactions if it determines
that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other
reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion. If the distribution and/or certain related transactions fail to qualify for
tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law, it is expected that DuPont could incur significant tax liabilities under U.S.
federal, state, local and/or foreign tax law.
Generally, corporate taxes resulting from the failure of the distribution to qualify for tax-free treatment for U.S. federal income tax purposes would be imposed
on DuPont. Under a tax matters agreement expected to be entered into between DuPont and the Electronics FutureCo, the responsibility for such taxes may be
allocated between the FutureCos under certain circumstances and each FutureCo may be obligated to indemnify the other against any such taxes imposed on it.
To the extent that DuPont is responsible for any liability as a result of the failure of the distribution and/or certain related transactions to qualify for non-
recognition treatment for U.S. federal income tax purposes, there could be a material adverse impact on DuPont’s business, financial condition, results of
operations and cash flows in reporting periods following the Intended Electronics Separation.
Risks Relating to the M&M Divestitures, N&B Transaction and the Dow and Corteva Distributions
DuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of
the Mobility & Materials business to Celanese and divestiture of the Delrin® business to TJC (the "M&M Divestitures"), fail to qualify for their
intended tax treatment.
Prior to the closing of the M&M Divestitures, DuPont engaged in certain internal reorganization activities to separate into and to separately align the legal
entities holding the M&M Business and the Delrin® business for disposition. DuPont has recognized a tax liability pursuant to these reorganization activities
related to the M&M Divestitures. However, if certain of these internal reorganization activities fail to qualify for their intended tax treatment under U.S.
federal, state, local tax and/or foreign tax law, DuPont could incur additional tax liabilities.
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The separation and combination of DuPont’s Nutrition & Biosciences business with IFF could result in a significant tax liability to DuPont.
The distribution by DuPont to its stockholders of all the issued and outstanding shares of N&B through the Exchange Offer ("N&B Distribution") and the
merger of N&B with a wholly-owned subsidiary of IFF ("N&B Merger") are expected to be tax-free to DuPont stockholders for U.S. federal income tax
purposes (except to the extent that cash was paid to DuPont stockholders in lieu of fractional shares pursuant to the N&B Merger Agreement), and the N&B
Contribution, defined below, N&B Distribution, and the one-time payment from N&B to DuPont of approximately $7.3 billion ("Special Cash Payment") are
expected to result in no recognition of gain or loss by DuPont for U.S. federal income tax purposes.
DuPont received an opinion of counsel and also obtained a private letter ruling from the IRS regarding certain matters impacting the U.S. federal income tax
treatment of the separation and transfer by DuPont of its N&B Business (the “N&B Contribution”), N&B Distribution, Special Cash Payment and certain
related transactions. The conclusions of the IRS private letter ruling were based, among other things, on various factual assumptions DuPont authorized and
representations DuPont made to the IRS. If any of those assumptions or representations are, or become, inaccurate or incomplete, reliance on the IRS private
letter ruling may be affected.
If the N&B Contribution and N&B Distribution failed to qualify for the treatment described above, DuPont would be required to generally recognize a taxable
gain on the transactions and stockholders of DuPont who receive N&B Common Stock (and subsequently, IFF Common Stock) would be subject to tax on their
receipt of the N&B Common Stock. Additionally, if the Special Cash Payment or certain internal transactions related to the separation of the Nutrition &
Biosciences business fail to qualify for their intended tax-free treatment under U.S. federal, state, local tax and/or foreign tax law, DuPont could incur
additional tax liabilities.
Under the Tax Matters Agreement by and between DuPont with N&B and IFF, N&B or IFF is generally required to indemnify DuPont for any taxes resulting
from the separation of the Nutrition & Biosciences business (and any related costs and other damages) to the extent such amounts resulted from (i) certain
actions taken by N&B or IFF involving the capital stock of N&B or IFF or any assets of the N&B group (excluding actions required by the documents
governing the proposed transactions), or (ii) any breach of certain representations and covenants made by N&B or IFF.
DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the separations and DWDP Distributions.
After the separations and DWDP Distributions, there are several significant areas where the liabilities of Dow and Corteva may become the Company’s
obligations, either in whole or in part. For example, to the extent that any subsidiary of the Company was included in the consolidated tax reporting group of
either TDCC or EIDP for any taxable period or portion of any taxable period ending on or before the effective date of the DWDP Merger, such subsidiary is
jointly and severally liable for the U.S. federal income tax liability of the entire consolidated tax reporting group of TDCC or EIDP, as applicable, for such
taxable period. In connection with the separations and DWDP Distributions, DuPont, Dow and Corteva have entered into a Tax Matters Agreement, as
amended (the "DWDP Tax Matters Agreement"), that allocates the responsibility for prior period consolidated taxes among Dow, Corteva and DuPont. If Dow
or Corteva are unable to pay any prior period taxes for which it is responsible, however, DuPont could be required to pay the entire amount of such taxes, and
such amounts could be significant. Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws
governing tax-qualified pension plans, as well as other contingent liabilities.
In connection with the separations and DWDP Distributions, certain liabilities are allocated to or retained by DuPont through assumption or
indemnification of Dow and/or Corteva, as applicable. If DuPont is required to make payments pursuant to these indemnities to Dow and/or Corteva,
DuPont may need to divert cash to meet those obligations, and the Company’s financial results could be negatively impacted. In addition, certain
liabilities are allocated to or retained by Dow and/or Corteva through assumption or indemnification, or subject to indemnification by other third
parties. These indemnities may not be sufficient to insure the Company against the full amount of liabilities, including PFAS Stray Liabilities,
allocated to or retained by it, and Dow, Corteva and/or third parties may not be able to satisfy their respective indemnification obligations in the
future.
Pursuant to the DWDP Separation and Distribution Agreement, the DWDP Employee Matters Agreement, and the DWDP Tax Matters Agreement (collectively,
the “Core Agreements”) with Dow and Corteva, as well as the Letter Agreement between DuPont and Corteva, DuPont has agreed to assume, and indemnify
Dow and Corteva for, certain liabilities. Payments pursuant to these indemnities may be significant and could negatively impact the Company’s business.
Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Dow and Corteva, including those related to EIDP’s materials
science and/or agriculture businesses, or for the conduct of such businesses prior to the distributions, and such third parties could seek damages, other monetary
penalties (whether civil or criminal) and/or other
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remedies. Additionally, DuPont generally assumes and is responsible for the payment of the Company’s share of (i) certain liabilities of DowDuPont relating
to, arising out of or resulting from certain general corporate matters of DuPont and (ii) certain separation expenses not otherwise allocated to Corteva or Dow
(or allocated specifically to it) pursuant to the Core Agreements, and third parties may seek to hold it responsible for Dow’s or Corteva’s share of any such
liabilities. Dow and/or Corteva, as applicable, have agreed to indemnify it for such liabilities; however, such indemnities may not be sufficient to protect it
against the full amount of such liabilities or from other remedies, and Dow and/or Corteva, as applicable, may not be able to fully satisfy their indemnification
obligations. Even if DuPont ultimately succeeds in recovering from Dow and/or Corteva, as applicable, any amounts for which DuPont is held liable, DuPont
may be temporarily required to bear these losses. Each of these risks could negatively affect the Company’s business, financial condition, results of operations
and cash flows.
Generally, as described in Litigation, Environmental Matters and Indemnifications, losses from liabilities related to discontinued and/or divested operations and
businesses of EIDP that are not primarily related to its agriculture business or specialty products business, (“Stray Liabilities”), are allocated to or shared by
each of Corteva and DuPont. Stray Liabilities include liabilities arising out of actions to the extent related to or resulting from EIDP’s development, testing,
manufacture or sale of per- or polyfluoroalkyl substances, (“PFAS Stray Liabilities”), that are not otherwise defended and indemnified by Chemours.
At December 31, 2024, the Company has recorded an indemnification liability related to Stray Liabilities. The Company recognizes an indemnification liability
when a loss is reasonably probable and can be reasonably estimated. While the Company has established processes and controls over the information to support
its accounting for indemnification liabilities with each of Corteva and Dow, the Company is reliant on the accuracy, transparency, completeness and timeliness
of information from the applicable party, either Corteva or Dow, that retains direct liability for the underlying matter. Estimating indemnified costs of
environmental remediation and compliance activities is particularly difficult since such activities are dependent on the nature of and activity at specific sites;
new and evolving analytical, operating and remediation technologies and techniques; agreed action plans; changes in environmental regulations; permissible
levels of specific compounds in water, air or soil; enforcement theories and policies, including efforts to recover natural resource damages; and the presence
and financial viability of other potentially responsible parties.
At December 31, 2024, the Company had recorded indemnification assets related to Stray Liabilities and other matters. Although the Company believes it is
remote, there can be no assurance that any such third-party would have adequate resources to satisfy its indemnification obligation when due, or, would not
ultimately be successful in claiming defenses against payment. Even if recovery from the third-party is ultimately successful, DuPont may be temporarily
required to bear these losses. Each of these risks could negatively affect the Company’s business, financial condition, results of operations and cash flows. See
discussion of the Core Agreements in Note 4 to the Consolidated Financial Statements and Litigation, Environmental Matters and Indemnifications in Note 16
to the Consolidated Financial Statements.
On January 22, 2021, DuPont, Corteva and Chemours entered into a cost sharing arrangement related to future eligible PFAS costs. The Company’s
results of operations could be adversely affected by litigation and other commitments and contingencies, including expected performance under and
impact of the cost sharing arrangement.
While the cost sharing arrangement related to future PFAS eligible costs reduces uncertainty, its ultimate impact on the Company depends on a number of
factors and uncertainties that include, but are not limited to: the achievement, terms and conditions of future agreements, if any, related to the cost sharing
arrangement; 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, including under Comprehensive Environmental Response,
Compensation and Liability Act; changes in laws and regulations applicable to PFAS chemicals, changes in applicable health advisory levels and in chronic
reference doses for PFAS in drinking water; the performance by each of the parties of their respective obligations under the cost sharing arrangement.
DuPont faces risks arising from various unasserted and asserted litigation matters, including product liability, patent infringement and other intellectual
property disputes, contract and commercial litigation, claims for damage or personal injury, antitrust claims, governmental regulations and other actions. An
adverse outcome in any one or more of these matters could be material to the Company’s business, results of operations, financial condition and cash flows.
In the ordinary course of business, DuPont may make certain commitments, including representations, warranties and indemnities relating to current and past
operations, including those related to divested businesses, and DuPont may issue guarantees of third-party obligations. If DuPont is required to make payments
as a result, they could exceed the amounts accrued therefor, thereby adversely affecting the Company’s results of operations.
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If the completed distribution of Corteva or Dow, in each case, together with certain related transactions, were to fail to qualify for non-recognition
treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax and indemnification liability.
The completed distributions of Corteva and Dow were each conditioned upon the receipt of an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, the
Company’s tax counsel, regarding the qualification of the applicable distribution along with certain related transactions as a tax-free transaction under Section
355 and Section 368(a)(1)(D) of the Code (such opinions, the “DWDP Tax Opinions”). The DWDP Tax Opinions relied on certain facts, assumptions, and
undertakings, and certain representations from the Company, Dow and Corteva, as applicable, as well as the IRS Ruling (as defined below). Notwithstanding
the DWDP Tax Opinions and the IRS Ruling, the IRS could determine on audit that either, or both, of the distributions and certain related transactions should
be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or
that the distributions should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the DWDP Tax Opinions.
Even if a distribution otherwise constituted a tax-free transaction to stockholders under Section 355 of the Code, the Company could be required to recognize
corporate level tax on such distribution and certain related transactions under Section 355(e) of the Code if the IRS determines that, as a result of the DWDP
Merger or other transactions considered part of a plan with such distribution, there was a 50 percent or greater change in ownership in the Company, Dow or
Corteva, as relevant. In connection with the DWDP Merger, the Company sought and received a private letter ruling from the IRS regarding the proper time,
manner and methodology for measuring common ownership in the stock of the Company, EIDP and TDCC for purposes of determining whether there was a 50
percent or greater change of ownership under Section 355(e) of the Code as a result of the DWDP Merger (the “IRS Ruling”). The DWDP Tax Opinions relied
on the continued validity of the IRS Ruling and representations made by the Company as to the common ownership of the stock of TDCC and EIDP
immediately prior to the DWDP Merger, and concluded that there was not a 50 percent or greater change of ownership for purposes of Section 355(e) as a
result of the DWDP Merger. Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine that a distribution or a related transaction
should nevertheless be treated as a taxable transaction to the Company if it determines that any of the Company’s facts, assumptions, representations or
undertakings was not correct or that a distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the DWDP
Tax Opinions that are not covered by the IRS Ruling.
Generally, corporate taxes resulting from the failure of a distribution to qualify for non-recognition treatment for U.S. federal income tax purposes would be
imposed on the Company. Under the DWDP Tax Matters Agreement, Dow and Corteva are generally obligated to indemnify the Company against any such
taxes imposed on it. However, if a distribution fails to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to
the overall structure of the DWDP Merger and the distributions, then under the DWDP Tax Matters Agreement, the Company and Corteva, on the one hand,
and Dow, on the other hand, would share the tax liability resulting from such failure in accordance with the relative equity values of the Company and Dow on
the first full trading day following the distribution of Dow, and the Company and Corteva would in turn share any such resulting tax liability in accordance
with the relative equity values of the Company and Corteva on the first full trading day following the distribution of Corteva. Furthermore, under the terms of
the DWDP Tax Matters Agreement, a party also generally will be responsible for any taxes imposed on the other parties that arise from the failure of either
distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related
transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to such party, or such
party's affiliates’, stock, assets or business, or any breach of such party's representations made in connection with the IRS Ruling or in any representation letter
provided to a tax advisor in connection with certain tax opinions, including the DWDP Tax Opinions, regarding the tax-free status of the distributions and
certain related transactions. To the extent that the Company is responsible for any liability under the DWDP Tax Matters Agreement, there could be a material
adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.
Risks Relating to DuPont’s Business and Results of Operations
Supply chain and operational disruptions, including those as a result of pandemics and climate change, and volatility in energy and raw material
costs, could significantly increase costs and expenses, adversely impact the Company’s sales and earnings and impact access to sources of liquidity.
The Company’s manufacturing processes and operations depend on the continued availability of energy and raw materials, the costs of which are subject to
worldwide supply and demand as well as other factors beyond the Company’s control, including potential legislation to address climate change by reducing
greenhouse gas emissions, creating a carbon tax or implementing a cap and trade program which could create increases in costs and price volatility. Operational
changes and transition to renewable energy sources to meet country, NGO and corporate-level net-zero GHG emissions pledges and related decarbonization
technology investments, may require the Company to make significant capital investments, re-qualify its
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products with certain suppliers, as well as meet additional regulatory and compliance requirements and could result in higher cost and expenses. Climate
change increases the frequency and severity of potential supply chain and operational disruptions from weather events and natural disasters. The chronic
physical impacts associated with climate change, for example, increased temperatures, changes in weather patterns and rising sea levels, could significantly
increase costs and expenses and create additional supply chain and operational disruption risks.
Supply chain disruptions, plant and/or power outages, labor shortages and/or strikes, geo-political activity, weather events and natural disasters, including
hurricanes or flooding that impact coastal regions, and global health risks or pandemics could seriously harm the Company’s operations as well as the
operations of the Company’s customers and suppliers. In addition, the Company’s suppliers may experience capacity limitations in their own operations or may
elect to reduce or eliminate certain product lines. To address this risk, generally, the Company seeks to have many sources of supply for key raw materials in
order to avoid significant dependence on any one or a few suppliers. In addition, and where the supply market for key raw materials is concentrated, DuPont
takes additional steps to manage its exposure to supply chain risk and price fluctuations through, among other things, negotiated long-term contracts some
which include minimum purchase obligations. However, there can be no assurance that such mitigation efforts will prevent future difficulty in obtaining
sufficient and timely delivery of certain raw materials.
DuPont also takes actions to offset the effects of higher energy and raw material costs through selling price increases, productivity improvements and cost
reduction programs. Success in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and
could vary significantly depending on the market served. As a result, volatility in these costs may negatively impact the Company’s business, results of
operations, financial condition and cash flows.
DuPont’s manufacturing operations may be adversely affected by impacts of pandemics including government actions and other responsive measures,
quarantines and health and availability of essential onsite personnel. DuPont is unable to predict the extent of pandemic related impacts on its business, results
of operations, access to sources of liquidity and financial condition which depends on highly uncertain and unpredictable future developments. DuPont’s
financial results may be materially and adversely impacted by a variety of factors that have not yet been determined, including potential impairments of
goodwill and other assets. DuPont, when necessary, will take actions, including reducing costs, restructuring actions, and delaying certain capital expenditures
and non-essential spend. In addition, the Company may consider further reductions in or furloughing additional operations in response to further and/or deeper
declines in demand and/or or supply chain disruptions. There can be no guaranty that such actions would significantly mitigate the impact on the company’s
business, results of operations, access to sources of liquidity or financial condition and the Company may experience materially adverse impacts to its business,
results of operations, financial condition and cash flows as a result of related global economic impacts, including inflationary pressures that have occurred and
may continue to occur in the future.
In light of the Previously Intended Business Separations and continuing in connection with the Intended Electronics Separation, DuPont has
announced it does not expect to complete $500 million in share buyback authority it has under the $1B Share Buyback Program. DuPont may not
realize the anticipated benefits of future share repurchase programs and any failure to repurchase the Company’s common stock after DuPont has
announced its intention to do so may negatively impact the Company’s stock price.
Under future share repurchase programs, DuPont may make share repurchases through a variety of methods, including open share market purchases or
privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws. The timing and
amount of any repurchases, if any, will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements.
Any failure to repurchase shares after the Company has announced its intention to do so may negatively impact DuPont’s reputation, investor confidence and
the price of the Company’s common stock.
The existence of share repurchase programs could cause the price of the Company’s common stock to be higher than it otherwise would be and could
potentially reduce the market liquidity for DuPont stock. Although these programs are intended to enhance long-term stockholder value, there is no assurance
they will do so because the market price of DuPont common stock may decline below the levels at which DuPont repurchased shares and short-term stock price
fluctuations could reduce the effectiveness of the programs.
Repurchasing common stock will reduce the amount of cash DuPont has available to fund working capital, capital expenditures, strategic acquisitions or
business opportunities and other general corporate requirements, and the Company may fail to realize the anticipated benefits of these share repurchase
programs.
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The Company’s business, results of operations, financial condition and cash flows could be adversely affected by interruption or regulation of the
Company’s information technology or network systems and storage of information and other business disruptions.
DuPont relies on centralized and local information technology and physical networks and systems, some of which are managed or accessible by third parties, to
process, transmit and store electronic information, and to otherwise manage or support its business. Additionally, the Company collects, stores, processes, uses
and has access to certain data, including proprietary business and personal information or data that is subject to privacy and security laws, regulations, orders
and controls or rules imposed by customer or other contracts. The processing and storage of personal information is increasingly subject to privacy and data
security regulations, and many such regulations are country or territory-specific. The interpretation and application of data protection laws in the U.S., Europe,
including the EU General Data Protection Regulation, Asia Pacific, Latin America and elsewhere are continuing to evolve and may be different across these
jurisdictions. The Company seeks to implement these requirements in a compliant manner. Violations of these laws or standards could result in criminal or civil
sanctions, investigations, or enforcement actions. Even the mere allegation of such violations, could harm the Company’s ability to do business, its results of
operations, financial position and reputation.
Information technology system and/or network disruptions, whether caused by acts of sabotage, employee error, malfeasance or other actions, could have an
adverse impact on the Company’s operations as well as the operations of the Company’s customers and suppliers. Other business disruptions may also be
caused by security breaches, which could include, for example, attacks on information technology and infrastructure by hackers, viruses, breaches due to
employee error, malfeasance or other actions or other disruptions. DuPont and/or the Company’s suppliers may fail to effectively prevent, detect and recover
from these or other security breaches and, therefore, such breaches could result in misuse of the Company’s assets, loss of property including trade secrets and
confidential or personal information, some of which is subject to privacy and security laws, and other business disruptions. As a result, DuPont may be subject
to legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, loss of sales, interference with regulatory compliance
which could result in sanctions or penalties, liability or penalties under privacy laws, disruption in the Company’s operations, and damage to the Company’s
reputation, which could adversely affect the Company’s business, results of operations, financial condition and cash flows.
Like other major corporations, DuPont is the target of cyber-attacks, from time to time, which include phishing, spam emails, hacking, social engineering,
industrial espionage and malicious software. DuPont has determined that these attacks have resulted, and could result in the future, in unauthorized parties
gaining access to certain confidential business information. However, risks from previous cybersecurity incidents, have not materially affected the Company,
including its strategy, results of operations or financial condition. Although, there can be no assurance that DuPont will not suffer such losses in the future.
DuPont has engaged and expects to continue to engage in merger and acquisition activity. As part of preparatory and post-closing integration activities, the
Company: (i) conducts a cybersecurity risk threat assessment and when evidence of a breach is uncovered, conducts additional due diligence; (ii) based on the
assessment, the Company develops and implements risk mitigation plans if needed and brings the acquisition under the Company’s cyber-attack/breach
detection and response programs; and (iii) conducts an internal controls risk and compliance assessment and creates, as needed, responsive action plans
intended to mitigate and remediate identified weaknesses in the control environment.
DuPont seeks to actively manage the risks within the Company’s control that could lead to business disruptions and security breaches. As these threats continue
to evolve, particularly around cybersecurity, DuPont may be required to expend significant resources to enhance the Company’s control environment,
processes, practices and other protective measures. Despite these efforts, such events could have a material adverse effect on the Company’s business, results of
operations, financial condition and cash flows.
Enforcing the Company’s intellectual property rights, or defending against intellectual property claims asserted by others, could adversely affect the
Company’s business, results of operations, financial condition and cash flows.
Intellectual property rights, including patents, trade secrets, know-how and confidential information, trademarks, tradenames and trade dress, are important to
the Company’s business. DuPont endeavors to protect the Company’s business, products and processes by obtaining and enforcing intellectual property rights
under the intellectual property laws of certain jurisdictions around the world. However, DuPont may be unable to obtain or enforce its intellectual property
rights in key jurisdictions for various reasons including government policies and regulations, and changes in such policies and regulations, including changes
made in reaction to pressure from non-governmental organizations, or the public generally, which could impact the extent of intellectual property protection
afforded by such jurisdictions.
DuPont has designed and implemented internal controls intended to restrict access to and unauthorized use of the Company’s confidential information and
trade secrets. Despite these precautions, the Company’s confidential information and trade secrets are vulnerable to unauthorized access and use through
employee error or actions, theft by employees or third parties,
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cybersecurity incidents and other security breaches. When unauthorized access and use is discovered, DuPont considers the matter for report to governmental
authorities for investigation, as appropriate, and takes measures intended to stop and contain unauthorized access and to mitigate any potential impact which
may include civil actions seeking redress, and/or damages based on loss to the Company and/or unjust enrichment.
Third parties may also claim the Company’s products violate their intellectual property rights. Defending such claims, even those without merit, is time-
consuming and expensive. In addition, as a result of such claims, DuPont has and could be required in the future to enter into license agreements, develop non-
infringing products or engage in litigation that could be costly. If challenges are resolved adversely, it could negatively impact the Company’s ability to obtain
licenses on competitive terms, commercialize new products and generate sales from existing products.
Any one or more of the above factors could significantly affect the Company’s business, results of operations, financial condition and cash flows.
An impairment of goodwill or intangible assets could negatively impact the Company’s financial results.
In connection with completed acquisitions, DuPont has recorded goodwill and other intangible assets on our balance sheet. As a result of the DWDP Merger
and related acquisition method of accounting, EIDP’s assets and liabilities were remeasured and DowDuPont recognized them at fair value. Since certain of the
Company's assets at December 31, 2024 are heritage EIDP or were subsequently acquired, declines, if any, in projected cash flows could have a material,
negative impact on the fair value of the Company’s reporting units and assets. Refer to Note 14 of the Consolidated Financial Statements for further
information regarding future impairment risk for the Protection reporting unit.
In accordance with US GAAP, at least annually, or more frequently if impairment indicators are identified, DuPont must assess both goodwill and indefinite-
lived intangible assets for impairment. In addition, in connection with the 2025 Segment Realignment, the Company will realign its operating and reportable
segments which is expected to change the composition of reporting units. The associated reporting units' goodwill and indefinite-lived intangible assets will be
assessed for impairment before and after the 2025 Segment realignment which could result in future impairments. Intangible assets with finite lives are tested
for impairment when events or changes in circumstances indicate their carrying value may not be recoverable. If testing indicates that goodwill or intangible
assets are impaired, their carrying values will be written down based on fair values with a charge against earnings. Where DuPont utilizes discounted cash flow
methodologies in determining fair values, significant negative industry or economic trends and forecasts (including projected revenue growth, EBITDA, capital
expenditures, weighted average cost of capital, terminal growth rates, and the tax rates), disruptions to our business, inability to effectively integrate acquired
businesses, unexpected significant change or planned changes in use of our assets, changes in the structure of the Company's business, divestitures, market
capitalization declines or increases in associated discount rates may impair our goodwill and other intangible assets. When DuPont utilizes the market approach
in determining fair values, adverse changes in projected EBITDA and derived multiples from comparable market transactions may impair our goodwill.
Accordingly, any determination requiring the write-off of a significant portion of goodwill or intangible assets could negatively impact the Company’s results
of operations.
Failure to effectively manage acquisitions, divestitures, alliances and other portfolio actions could adversely impact the Company’s business, results of
operations, financial condition and cash flows.
DuPont has stated that it will actively manage its portfolio and continually evaluate opportunities to optimize its mix of businesses to align with its growth
objectives. At times, DuPont may engage in M&A activities including reviewing acquisition opportunities, responding to incoming inquiries, and evaluating
strategic alternatives for its businesses. These activities may or may not result in a transaction. If DuPont is unable to successfully integrate and develop
acquired businesses, DuPont could fail to achieve anticipated synergies and cost savings, including any expected increases in revenues and operating results,
which could have a material adverse effect on the Company’s financial results. DuPont expects to continually review the Company’s portfolio of assets for
contributions to the Company’s objectives and alignment with the Company’s growth strategy. The Letter Agreement between the Company and Corteva limits
DuPont’s ability to separate certain businesses and assets to third parties without assigning certain of its indemnification obligations under the DWDP
Separation and Distribution Agreement to the transferee of such businesses and assets or meeting certain other alternative conditions. DuPont may be unable to
meet the conditions under the Letter Agreement, if applicable. Even if the conditions under the Letter Agreement are met or are not applicable, DuPont may not
be successful in separating underperforming or non-strategic assets, and gains or losses on the divestiture of, or lost operating income from, such assets may
affect the Company’s earnings. Moreover, DuPont might incur asset impairment charges related to acquisitions or divestitures that reduce the Company’s
earnings. In addition, if the execution or implementation of acquisitions, divestitures, alliances, joint ventures and other portfolio actions is not successful
and/or the Company fails to effectively manage its cost as its portfolio evolves, it could adversely impact the Company’s business, results of operations,
financial condition and cash flows.
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Failure to maintain a streamlined operating model and sustain operational improvements may reduce the Company’s profitability or adversely
impact the Company’s business, results of operations, financial condition and cash flows.
The Company’s profitability and margin growth will depend in part on the Company’s ability to maintain a streamlined operating model and drive sustainable
improvements, through actions and projects, such as consolidation of manufacturing facilities, transitions to cost-competitive regions and product line
rationalizations. A variety of factors may adversely affect the Company’s ability to realize the targeted cost synergies, including failure to successfully optimize
the Company’s facilities footprint, the failure to take advantage of the Company’s global supply chain, the failure to identify and eliminate duplicative
programs. There can be no assurance that DuPont will be able to achieve or sustain any or all of the cost savings generated from restructuring actions.
The Company’s results will be affected by competitive conditions and customer preferences.
Demand for the Company’s products, which impacts revenue and profit margins, will be affected by (i) the development and timing of the introduction of
competitive products; (ii) the Company’s response to downward pricing trends to stay competitive; (iii) changes in customer preferences, order patterns, such
as changes in the levels of inventory maintained by customers and the timing of customer purchases which may be affected by announced price changes and
other factors outside of the Company's control; (iv) availability and cost of raw materials and energy, as well as the Company’s ability and success in passing
through increases in such costs; (v) levels of economic growth in the geographic and end use markets served by the Company; (vi) changes in buying patterns
thought to be temporary destocking could be indicative of loss of market share and (vii) the mega-trends in digital transformation, connectivity, automation and
ethics, environmental impact and sustainability driven purchasing decisions.
The demand for product offerings that align with sustainability goals is expected to continue to increase. Customers are seeking products that are made using
environmentally sound practices and materials, and which adhere to ethical and human rights standards. Demand for product offerings that are less carbon-
intensive or customers determine support their respective sustainability goals (in areas such as Substances of Concern, Circular Economy, Waste, Water,
nature/biodiversity, Responsible Procurement, Human Rights) is expected to continue to increase, driven by end-user and customer demand, investor
preference, and government legislative and market- and product-specific actions in response to risks created by climate change. Failure to timely react to these
trends and manage the Company’s product portfolio and innovation activities responsively could decrease the competitiveness of the Company’s products and
result in the de-selection of the Company as a partner of choice. In addition, the failure to set goals, take actions, make progress and report against,
commensurate with relevant market competitors, the Company’s sustainability strategy, could harm the Company’s reputation, and its ability to compete and to
attract top talent, and could result in increased investor activism and the deselection of the Company as a partner or supplier of choice.
Success in achieving the Company’s growth objectives is significantly dependent on the timing and market acceptance of the Company’s new product
offerings, including the Company’s ability to renew the Company’s pipeline of new product offerings and to bring those offerings to market. This ability may
be adversely affected by difficulties or delays in product development, such as the inability to identify viable new products, obtain adequate intellectual
property protection, or gain market acceptance of new products.
The Company invests resources in technology and its operational assets to satisfy anticipated demand. There is no guarantee that demand will support the
Company’s new investments.
There are no guarantees that new product offerings will prove to be commercially successful. Additionally, the Company’s expansion into new markets may
result in greater-than-expected risks, liabilities and expenses.
Failure to attract and retain talented people with the necessary knowledge and experience could adversely affect Company’s ability to compete and
achieve its strategic goals.
Attracting, developing, and retaining talented employees is essential to the Company’s successful delivery of products and services, ability to innovate,
including developing new products and technologies, and ability to identify trends and develop new markets.
Competition for employees can be intense. If the Company is unable to successfully integrate, motivate and reward its employees, it may not be able to retain
them or attract new employee in the future which could adversely impact the Company’s ability to compete effectively. The Company may be required to
increase salary and/or benefits to attract top performers which could significantly increase the Company's costs and adversely impact its results of operations.
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Risks Relating to Capital Resources and Liquidity
Changes in the Company’s credit ratings could increase the Company’s cost of borrowing or restrict the Company’s ability to access debt capital
markets. The Company’s credit ratings are important to the Company’s cost of capital.
DuPont relies on access to the debt capital markets and other short-term borrowings to finance the Company’s long-term and day-to-day operations. A decrease
in the ratings assigned to it by the ratings agencies may negatively impact the Company’s access to the debt capital markets and increase the Company’s cost of
borrowing. The major rating agencies will routinely evaluate the Company’s credit profile and assign debt ratings to it. This evaluation is based on a number of
factors, which include weighing the Company’s financial strength versus business, industry and financial risk. The addition of further leverage to the
Company’s capital structure could impact the Company’s credit ratings. Failure to maintain an investment grade rating at the Company’s current level would
adversely affect the Company’s cost of funding and the Company’s results of operations and could adversely affect the Company’s liquidity and access to the
capital markets. Any limitation on the Company’s ability to continue to raise money in the debt capital markets could have a substantial negative effect on the
Company’s liquidity. If DuPont is unable to generate sufficient cash flow or maintain access to adequate external financing, it could restrict the Company’s
current operations, activities under its current and future share buyback programs, and the Company’s growth opportunities, which could adversely affect the
Company’s operating results.
A significant percentage of the Company’s net sales are generated from the Company’s international operations and are subject to economic, geo-
political, foreign exchange and other risks.
DuPont does business globally in about 50 countries. The percentage of net sales generated by the international operations of DuPont, including U.S. exports,
was approximately 67 percent of net sales on a continuing operations basis for the year ended December 31, 2024. With Asia Pacific as the Company’s largest
region by revenue and China as the largest country within the Asia Pacific region and second largest globally by revenue, DuPont expects the percentage of the
Company’s net sales derived from international operations to continue to be significant. Risks related to international operations include:
•
exchange control regulations
•
fluctuations in foreign exchange rates
•
foreign investment laws
•
GDP growth rate, especially in the U.S. and China
The Company’s international operations expose it to fluctuations in foreign currencies relative to the U.S. dollar, which could adversely affect the Company’s
results of operations. As of the year ended December 31, 2024, the Company’s largest currency exposures are the European euro, Chinese renminbi, Japanese
yen, South Korean won and Canadian dollar. U.S. dollar fluctuations against foreign currency have an impact to commercial prices and raw material costs in
some cases and could result in local price increases if the price or raw material costs is denominated in U.S. dollar.
Sales and expenses of the Company’s non-U.S. businesses are also translated into U.S. dollars for reporting purposes and fluctuations of foreign currency
against the U.S. dollar could impact U.S. dollar-denominated earnings. In addition, the Company’s assets and liabilities denominated in foreign currencies can
also be impacted by foreign currency exchange rates against the U.S. dollar, which could result in exchange gain or loss from revaluation.
DuPont also faces exchange rate risk from the Company’s investments in subsidiaries owned and operated in foreign countries.
DuPont has a balance sheet hedging program and actively looks for opportunities in managing currency exposures related to earnings. However, foreign
exchange hedging activities bear a financial cost and may not always be available to it or be successful in completely mitigating such exposures.
DuPont generates significant amounts of cash outside of the United States that is invested with financial and non-financial counterparties. While DuPont
employs comprehensive controls regarding global cash management to guard against cash or investment loss and to ensure the Company’s ability to fund the
Company’s operations and commitments, a material disruption to the counterparties with whom DuPont transacts business could expose it to financial loss.
Any one or more of the above factors could adversely affect the Company’s international operations and could significantly affect the Company’s business,
results of operations, financial condition and cash flows.
Risks Related to Regulatory Changes and Compliance
Risks related to trade disputes, regulations and policies could adversely impact DuPont’s results of operations.
Trade regulations, policies and disputes can and have increased tariffs, trade barriers, limited the Company’s ability to sell certain products to certain
customers, and otherwise impacted the Company’s global supply and distribution chains and
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research and development activities. Continuing or expanding trade restrictions or disputes or changes in international trade policy, including new or increased
tariffs or export controls, could adversely impact demand for and manufacture, distribution or sale of the Company’s products, and restrict access to certain
markets, any of which could have a material adverse effect on the Company’s results of operations and growth prospects. China’s policy to enhance domestic
supply in sectors where the Company competes, could impact future demand for the Company’s products.
The costs of complying with evolving regulatory requirements could negatively impact the Company’s business, results of operations, financial
condition and cash flows. Actual or alleged violations of environmental laws or permit requirements could result in restrictions or prohibitions on
plant operations and substantial civil or criminal sanctions, as well as the assessment of strict liability and/or joint and several liability.
DuPont continues to be subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the
environment, product content, greenhouse gas emissions, and the generation, storage, handling, transportation, treatment, disposal and remediation of
hazardous substances, which include certain substances of concern, and waste materials. Increasing sustainability reporting, supply chain due diligence and
regulatory registrations may incur further costs. Costs and capital expenditures relating to environmental, health or safety matters are subject to evolving
regulatory requirements and depend on the timing of the promulgation and enforcement of specific standards which impose the requirements. Moreover,
changes in the regulatory environment could inhibit or interrupt the Company’s operations, require modifications to the Company’s products, processes or
facilities or cause the Company to discontinue or relocate the production of certain products. Changes to regulations or the implementation of additional
regulations, may result in significant costs or capital expenditures or require changes in business practice that could result in reduced margins or profitability.
Accordingly, environmental, health or safety regulatory matters could result in significant unanticipated costs or liabilities causing a negative impact on the
Company’s business, cash flows and results of operations.
The Company’s business, results of operations and reputation could be adversely affected by industry-specific risks including process safety and
product stewardship/regulatory compliance issues.
DuPont is subject to risks which include, but are not limited to, product safety or quality; shifting consumer preferences and public perception; federal, state,
and local regulations on manufacturing or labeling; packaging, environmental, health and safety regulations; and customer product liability claims.
In most jurisdictions, DuPont must test the safety, efficacy and environmental impact of the Company’s products to satisfy regulatory requirements and obtain
the needed approvals. In certain jurisdictions, DuPont must periodically renew the Company’s approvals, which may require it to demonstrate compliance with
then-current standards. The regulatory approvals process is lengthy, complex and in some markets unpredictable, with requirements that can vary by product,
technology, industry and country. Regulatory standards and trial procedures are continuously changing in response to technological developments, changes in
legislation, and governmental, NGO and societal demands for increasing levels of product safety and environmental protection. The pace of change together
with the lack of regulatory harmony could result in unintended noncompliance. To maintain the Company’s right to produce or sell existing products or to
commercialize new products, DuPont must be able to demonstrate the Company’s ability to satisfy the requirements of regulatory agencies, industries, and
customers.
The failure to meet existing and new requirements or receive necessary permits or approvals could have near- and long-term effects on the Company’s ability
to produce and sell certain current and future products, which could significantly increase operating costs and adversely affect the Company’s business, results
of operations, financial condition and cash flows. In addition, negative publicity related to product liability, safety, health and environmental matters may
damage the Company’s reputation.
Changes in the global and local tax regulatory environments in, and the distribution of income among, the various jurisdictions in which the
Company operates, could adversely impact DuPont’s results of operations.
DuPont's future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries
with differing statutory tax rates, changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof), changes in generally accepted
accounting principles, changes in the valuation of deferred tax assets and liabilities, changes in the amount of earnings permanently reinvested offshore, the
results of audits and examinations of previously filed tax returns and continuing assessments of the Company’s tax exposures and various other governmental
enforcement initiatives. 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. The
Company’s tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of future earnings of the
Company which could impact the valuation of the Company’s deferred tax assets.
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On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law in the United States. Among other changes to the Code, the IRA
imposes a 15 percent corporate alternative minimum tax on certain corporations (the “CAMT”). Changes in tax laws or regulations, including further
regulatory developments in connection with the IRA; multi-jurisdictional changes enacted in response to the action items provided by the Organization for
Economic Co-operation and Development (OECD) including the OECD's Global Anti-Base Erosion ("GloBE") rules under Pillar Two, which introduces a
global minimum corporate tax rate set at 15 percent on multinational enterprises; and the OECD’s, European Commission’s and other major jurisdiction’s
heightened interest in and taxation of large multi-national companies, increase tax uncertainty and could impact the Company’s effective tax rate and provision
for income taxes. Given the unpredictability of possible further changes to and the potential interdependency of the United States or foreign tax laws and
regulations, it is difficult to predict the cumulative effect of such tax laws and regulations on DuPont’s results of operations.
The Company’s business, results of operations and reputation could be harmed by improper conduct by its employees, agents or business partners.
DuPont is required to comply with numerous U.S. and non-U.S. laws and regulations including those related to anti-corruption, anti-bribery, global trade, trade
sanctions, anti-trust, anti-money laundering laws, anti-slavery and human rights. The Company’s policies mandate compliance with these laws and regulations.
The Company operates globally, including in parts of the world that are recognized as having governmental and commercial corruption and where local
customs and practices can be inconsistent with anti-corruption and/or anti-bribery laws. Despite the Company’s training and compliance program, DuPont
cannot ensure that its internal control processes will prevent improper action by employees, agents, distributors, suppliers or business partners. Violations of
these laws could result in criminal or civil sanctions and even the mere allegation of such violations, could harm the Company’s ability to do business, its
results of operations, financial position and reputation.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
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ITEM 1C. CYBERSECURITY.
Risk Management and Strategy
DuPont has implemented processes for assessing, identifying and managing material risks from cybersecurity threats, which are integrated into the Company’s
overall risk management systems and processes. DuPont’s cybersecurity risk management program leverages the National Institute of Standards and
Technology (NIST) framework. The Company regularly assesses the threat landscape and takes a holistic view of cybersecurity risks, with a layered
cybersecurity strategy based on prevention, detection and containment. The Company has other policies and procedures which directly or indirectly relate to
cybersecurity, including those related to remote access monitoring, encryption standards, antivirus protection, multifactor authentication, confidential
information and the use of the internet, social media, email and wireless devices. The Company also engages third parties in connection with the assessment of
its cybersecurity risk management processes against the NIST framework.
DuPont has dedicated Information Technology security professionals that form the DuPont Cyber Incident Response Team (“DCIRT”). The DCIRT is led by
our Chief Information Security Officer (“CISO”) and is responsible for the detection and initial assessment of cybersecurity threats and incidents (collectively,
“cyber incidents”), whether internal or experienced by significant third-party service providers, using, among other means, third-party software. The DCIRT
classifies detected cyber incidents into one of four categories based on potential impact to the functionality of the affected systems, possible or known
information involved and recoverability effort. The classification of a cyber incident is designed to allow rapid prioritization, response and escalation. The
CISO and the Chief Information Officer (“CIO”) are alerted as to any detected cyber incident that is potentially significant. Incidents are documented for
regular internal reporting processes including notations and considerations of related attacks.
The CIO and CISO are required to engage the Cybersecurity Incident Review Committee (“CIRC”), a subcommittee of the DuPont Disclosure Committee, if a
cyber incident has materially affected, or is reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial
condition. The CIRC is engaged if, in the opinion of the DCIRT, based on information then-available, a cyber incident is, or it is reasonably possible it may be,
classified in one of the highest two severity categories discussed above. The CIRC includes membership representation from information technology, legal,
finance, investor relations and internal audit and, if appropriate, the impacted business. The CIRC is responsible for performing a materiality assessment,
activating the Crisis Management Committee (“CMC”) when applicable, and overseeing the public disclosure of material cybersecurity matters, as appropriate.
The CIRC coordinates with the Company’s legal counsel and third parties, such as consultants and legal advisors, as needed. The CMC is a standing committee
comprised of senior management and reports to the CEO. In the event the CMC is activated in relation to a cyber incident, the CEO is required by Board
adopted policy to notify the Lead Director and any member of the Board of Directors identified as having cybersecurity expertise.
As part of preparatory and post-closing integration activities in connection with merger and acquisition activity, the Company: (i) conducts a cybersecurity risk
threat assessment and when evidence of a breach is uncovered, conducts additional due diligence; (ii) based on the assessment, the Company develops and
implements risk mitigation plans if needed and brings the acquisition under the Company’s cyber-attack/breach detection and response programs; and (iii)
conducts an internal controls risk and compliance assessment and creates, as needed, responsive action plans intended to mitigate and remediate identified
weaknesses in the control environment.
DuPont deploys annual cybersecurity training for employees and considers this a critical step in safeguarding the Company’s data and assets. The training
provides employees and contractors with a baseline understanding of cybersecurity fundamentals to prevent security breaches and safely identify potential
threats. The course includes enhancements to strengthen our defensive stance against the increasing number and sophistication of cyberattacks worldwide and
includes interactive modules covering various areas, including insider attacks, phishing and email attacks, preventing malware attacks, data protection, data
handling, passwords, cloud and internet security and cybersecurity fundamentals for mobile devices.
Like other major corporations, DuPont is the target of cyber-attacks from time to time. However, risks from previous cybersecurity incidents, have not
materially affected the Company, including its strategy, results of operations or financial condition. For additional information about risks related to
cybersecurity, see "The Company’s business, results of operations, financial condition and cash flows could be adversely affected by interruption of the
Company’s information technology or network systems and other business disruptions” in Item 1A. Risk Factors of this Annual Report.
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Governance
Roles and Responsibilities
Cybersecurity is an important part of our risk management processes and an area of focus for DuPont’s Board of Directors and management. The CIO and the
CISO are primarily responsible for assessing and managing material risks from cybersecurity threats. The CIO has sixteen years of cybersecurity experience,
including seven years with DuPont, and the CISO has seventeen years of cybersecurity experience, including over three years with DuPont. Each of the CIO
and CISO maintain industry recognized credentials relevant to their roles.
The Board, acting through its committee structure, is responsible for overseeing management’s implementation and execution of the risk management process
and for coordinating the outcome of reviews by Committees in their respective risk areas. Although each Committee is responsible for overseeing the
management of certain risks, the full Board is regularly informed by the Committees about these risks. This helps enable the Board and the Committees to
coordinate risk oversight and the relationships among the various risks faced by the Company, including cybersecurity risk.
The full Board is responsible for oversight of cybersecurity risk and receives regular reports from the CIO and the CISO. The CIO and the CISO also present
their assessment of material risks from cybersecurity threats to the Board at least annually. The Audit Committee receives periodic reports regarding
information technology general controls (“ITGC”) in connection with its oversight of internal control over financial reporting. The impact, if any, of cyber
incidents on internal control over financial reporting is also discussed with the full Board. The Nomination and Governance Committee considers cyber
expertise in vetting nominees for the Board and recommending Committee appointments, and DuPont’s Board of Directors has determined that one of its
independent board members has cybersecurity expertise.
ITEM 2. PROPERTIES
The Company's corporate headquarters is located in Wilmington, Delaware. The Company's manufacturing, processing, marketing and research and
development facilities, as well as regional purchasing offices and distribution centers are located throughout the world. Additional information with respect to
the Company's property, plant and equipment and leases is contained in Notes 12, 17 and 23 to the Consolidated Financial Statements.
The Company has investments in property, plant and equipment related to global manufacturing operations. The number of manufacturing sites at
December 31, 2024 is as follows:
Geographic Region
Electronics &
Industrial
Water & Protection
Corporate & Other
Total 
Asia Pacific
18 
9 
1 
28 
EMEA
6 
9 
2 
17 
Latin America
4 
— 
1 
5 
U.S. & Canada
36 
16 
8 
60 
Total
64 
34 
12 
110 
1. Sites that are used by multiple segments are included more than once in the figures above.
2. Europe, Middle East, and Africa.
The Company's principal sites include facilities which, in the opinion of management, are suitable and adequate for their use and have sufficient capacity, or
plans to increase capacity, which meet the Company's current needs and expected near-term growth. Properties are primarily owned by the Company; however,
certain properties are leased. No title examination of the properties has been made for the purpose of this report and certain properties are shared with other
tenants under long-term leases.
1
 2
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ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims,
and claims for third-party property damage or personal injury stemming from alleged environmental torts. Information regarding certain of these matters is set
forth below and in Note 16 to the Consolidated Financial Statements, which also includes discussion of the allocation of liabilities in connection with the
DWDP Distributions.
Litigation
See Note 16 to the Consolidated Financial Statements.
Environmental Proceedings
The Company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations. The
description is included per Regulation S-K, Item 103(c) of the Securities Exchange Act of 1934.
EIDP Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection
In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La
Place, Louisiana. EIDP sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015. Subsequent to this inspection,
the U.S. Environmental Protection Agency (“EPA”), the U.S. Department of Justice (“DOJ”), the Louisiana Department of Environmental Quality (“Louisiana
DEQ”), EIDP and Denka began discussions in the spring of 2017 relating to the inspection conclusions and allegations of noncompliance arising under the
Clean Air Act, including leak detection and repair.
For many years, Denka, EIDP, and DuPont, as the current landlord, continued to work with the EPA, DOJ and Louisiana DEQ to achieve an amicable
resolution. On February 28, 2023, the United States Government, on behalf of the EPA, filed a lawsuit against Denka in Federal Court in Louisiana claiming
that Denka’s continued chloroprene emissions constitute an imminent damage to the public. A DuPont subsidiary is identified as a defendant in this matter
simply as a landlord/property owner. The lawsuit seeks injunctive relief requiring Denka to eliminate the alleged imminent and substantial endangerment posed
by its chloroprene emissions from the facility. In January 2025, the Court set a pre-trial schedule with an anticipated 10-day trial to begin in the second quarter
2025.
New Jersey Directive PFAS
On March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Directive and Notice to Insurers to a number of companies,
including Chemours, DowDuPont, EIDP, and certain DuPont subsidiaries. NJDEP’s allegations relate to former operations of EIDP involving poly- and
perfluoroalkyl substances, (“PFAS”), including PFOA and PFOA- replacement products. The NJDEP seeks past and future costs of investigating, monitoring,
testing, treating, and remediating New Jersey’s drinking water and waste systems, private drinking water wells and natural resources including groundwater,
surface water, soil, sediments and biota. The Directive seeks certain information as to future costs and information related to the historical uses of PFAS and
replacement chemicals including “information ranging from use and discharge of the chemicals through wastewater treatment plants, air emissions, and sales of
products containing the chemicals to current development, manufacture, use and release of newer chemicals in the state.”
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
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DuPont de Nemours, Inc.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
The Company's common stock is traded on the NYSE under the ticker symbol "DD."
During 2024 and 2023, the Company paid quarterly dividends on its common stock of $0.38 and $0.36 per share, respectively.
The Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company's Board of Directors.
At January 31, 2025, there were 60,030 stockholders of record.
See Part III, Item 11. Executive Compensation for information relating to the Company’s equity compensation plans.
Issuer Purchases of Equity Securities
In the first quarter of 2024, the Company’s Board of Directors approved the $1B Share Buyback Program authorizing the repurchase and retirement of up to $1
billion of common stock. For the three months ended December 31, 2024, there were no purchases of the Company’s common stock. At December 31, 2024,
$500 million is the approximate dollar value of shares that may be purchased by the Company under this program. In connection with the Previously Intended
Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share
buyback authority under the $1B Share Buyback program. See the discussion under Liquidity and Capital Resources starting on page 47 for more information.
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Stockholder Return
The form of the chart presented below is in accordance with the requirements of the U.S. Securities and Exchange Commission. Stockholders are cautioned
against drawing any conclusions from the data contained therein, as past results are not necessarily indicative of future performance. The chart illustrates the
cumulative total return of the Company's stock based on a presumed investment of $100 on December 31, 2019 and a presumption that all dividends were
reinvested. The chart does not reflect the Company's forecast of future financial performance.
Cumulative Total Return
December 31,
2019
December 31,
2020
December 31,
2021
December 31,
2022
December 31,
2023
December 31,
2024
DuPont
$
100.00  $
113.31  $
130.75  $
113.25  $
129.48  $
130.81 
S&P 500
$
100.00  $
118.40  $
152.39  $
124.79  $
157.59  $
197.02 
S&P Industrials
$
100.00  $
111.06  $
134.52  $
127.15  $
150.20  $
176.44 
ITEM 6. RESERVED
Not applicable.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with,
the consolidated financial statements and related notes to enhance the understanding of the Company’s operations and present business environment.
Components of management’s discussion and analysis of financial condition and results of operations include:
•
Overview
•
Analysis of Operations
•
Result of Operations
•
Segment Results
•
Outlook
•
Liquidity and Capital Resources
•
Recent Accounting Pronouncements
•
Critical Accounting Estimates
•
Long-Term Employee Benefits
•
Environmental Matters
OVERVIEW
As of December 31, 2024, the Company has $1.6 billion of net working capital and $1.9 billion in cash and cash equivalents. The Company expects its cash
and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to
meet the liquidity requirements associated with its continued operations. The Company continually assesses its liquidity position, including possible sources of
incremental liquidity, in light of the current economic environment, capital market conditions and Company performance.
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.
Mobility & Materials Divestitures
On November 1, 2022, (the "Transaction Date") DuPont completed the previously announced divestiture of the majority of the historic Mobility & Materials
segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the
“M&M Divestiture”). The Company had previously entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation
("Celanese") on February 17, 2022 for a purchase price of $11.0 billion in cash. 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 for which DuPont was
reimbursed at closing resulting in net proceeds of $10.5 billion.
On February 18, 2022, the Company announced that its Board of Directors approved of the divestiture of the Delrin® acetal homopolymer (H-POM) business
(the "Delrin® Divestiture"). On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”).
DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable of $350 million
and acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”). The customary transaction adjustments related to $27
million of cash transferred with the Delrin® Divestiture for which DuPont was reimbursed at closing resulting in net cash proceeds of $1.25 billion. TJC,
through its subsidiaries, holds the 80.1 percent controlling interest in Derby. The Delrin® Divestiture together with the M&M Divestiture (collectively the
"M&M Divestitures" and the businesses in scope for the M&M Divestitures collectively the "M&M Businesses") represent a strategic shift that has a major
impact on DuPont's operations and results.
The results of operations for the year ended December 31, 2023 present the financial results of the Delrin® Divestiture through the November 1, 2023
transaction date, as discontinued operations. In the comparative period, 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
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discontinued operations. In the comparative period, the cash flows for the year ended December 31, 2022 present the financial results of the M&M Businesses
as discontinued operations. The comprehensive income of the M&M Businesses have not been segregated and are included in the Consolidated Statements of
Comprehensive Income, respectively, for all periods presented. 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 the M&M Businesses. See Note 4 to the
Consolidated Financial Statements for additional information.
The Auto Adhesives & Fluids, Multibase
 and Tedlar® product lines, previously reported within the historic Mobility & Materials segment, (the "Retained
Businesses") were not included in the scope of the M&M Divestitures. The Retained Businesses are included in Corporate & Other.
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. Donatelle Plastics is a medical device company specializing in the design, development and
manufacture of medical components and devices. Donatelle Plastics part of Industrial Solutions within the Electronics & Industrial segment. See Note 3 to the
Consolidated Financial Statements for additional information.
Spectrum Acquisition
On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the
“Spectrum Acquisition”). Spectrum manufactures flexible packaging products, plastic and silicone extrusions, and components for the industrial, food and
medical business sectors throughout the United States and international markets. Spectrum is part of the Electronics & Industrial segment. The net purchase
price was approximately $1,781 million, including a net upward adjustment of approximately $43 million for acquired cash and net working capital, among
other items. See Note 3 to the Consolidated Financial Statements for additional information.
Terminated Intended Rogers Acquisition
On November 1, 2022, the Company announced the termination of the previously announced agreement to acquire the outstanding shares of Rogers
Corporation (“Rogers”) as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers
Corporation Acquisition").
Other Divestitures
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. Total consideration received related to the sale was approximately $240 million. In May 2022, a pre-tax gain of $26
million ($21 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations. The results of
operations of the Biomaterials business unit are reported in Corporate & Other for 2022.
TM
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ANALYSIS OF OPERATIONS
Joint Settlement Agreement
On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into a binding Memorandum of Understanding (the “MOU”), pursuant to which the
parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS arising 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. The parties have agreed that, during the term of this
sharing arrangement, Chemours will bear 50 percent of any qualified spend and the Company and Corteva shall together bear 50 percent of any qualified
spend. As of December 31, 2024, the Company has recorded an indemnification liability of $222 million in connection with the cost sharing arrangement
related to future eligible PFAS costs.
Total pre-tax charges of $46 million, $487 million and $96 million related to the MOU are reflected as a loss from discontinued operations for the year ended
December 31, 2024, 2023 and 2022, respectively, in the Company's Consolidated Statements of Operations.
The increase in pre-tax charges for the year ended December 31, 2023, are primarily driven by the definitive agreement reached in June 2023 by Chemours,
Corteva, EIDP and DuPont to comprehensively resolve all PFAS-related claims of a defined class of U.S. public water systems, (the “Water District Settlement
Agreement”) for $1.185 billion in cash to be paid to a Qualified Settlement Fund, (the “Water District Settlement Fund”). DuPont’s contribution of $400
million to the Water District Settlement Fund was made in the third quarter 2023 and is reflected in “Restricted cash and cash equivalents “on the Consolidated
Balance Sheets as of December 31, 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.
See Note 16 of the Consolidated Financial Statements for additional information.
Dividends
During 2024, the Board of Directors authorized and paid quarterly dividends of $0.38 per share to shareholders of record in the first, second, third and fourth
quarters, respectively.
Share Buyback Program
The Company completed its share buyback programs that were open in 2022 and 2023.
In the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to
$1 billion of common stock (the "$1B Share Buyback Program”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the
open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable
federal securities laws. The $1B Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.
In the first half of 2024, the Company entered and completed a $500 million ASR transaction under the $1B Share Buyback Program. In total, the Company
repurchased 6.9  million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction. In connection with the Previously Intended
Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share
buyback authority under the $1B Share Buyback program. See the discussion under Liquidity and Capital Resources starting on page 47 for more information.
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 $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.
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Interest Rate Swap Agreements
In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements ("2022 Swaps") with an aggregate notional principal
amount totaling $1 billion to hedge changes in the fair value of the Company’s long-term debt due to interest rate change movements. These swaps converted
$1 billion of the Company’s $1.65 billion principal amount of fixed rate notes due 2038 into floating rate debt for the portion of their terms through 2032 with
an interest rate based on the Secured Overnight Financing Rate ("SOFR"). Under the terms of the agreements, the Company agrees to exchange, at specified
intervals, fixed for floating interest amounts based on the agreed upon notional principal amount. The 2022 Swaps expire on November 15, 2032 and are
carried at fair value.
Since inception of the 2022 Swaps, fair value hedge accounting has been applied and thus, changes in the fair value of the 2022 Swaps and changes in the fair
value of the related hedged portion of long-term debt were presented and net to zero in "Sundry income (expense) – net" in the 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 then 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 2038 Notes into floating rate debt for the portion of their terms from 2032 through 2038 with an interest rate based on SOFR. The 2024
Swaps have a mandatory early termination date of December 15, 2025 and are carried at fair value. Fair value hedge accounting has not been applied.
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.
Restructuring Programs
2023-2024 Restructuring Program
In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to
further simplify certain organizational structures following the Spectrum acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program").
DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $199 million inception-to-date, recognized in
"Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of $114 million of severance and related
benefit costs and asset related charges of $85 million. At December 31, 2024, total liabilities related to the 2023-2024 Restructuring Program were $47 million
for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.
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"). DuPont recorded pre-tax charges related to the 2022 Restructuring Program in
the amount of $94 million inception-to-date, 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 $14 million. At December 31, 2024, total liabilities
related to the 2022 Restructuring Program were $1 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the
Consolidated Balance Sheets. The 2022 Restructuring Program is considered substantially complete.
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RESULTS OF OPERATIONS
Summary of Sales Results
For the Years Ended December 31,
In millions
2024
2023
2022
Net sales
$
12,386  $
12,068  $
13,017 
Sales Variances by Segment and Geographic Region - As Reported
For the Year Ended December 31, 2024
For the Year Ended December 31, 2023
Percentage change from prior
year
Local Price &
Product Mix
Currency
Volume
Portfolio &
Other
Total
Local Price &
Product Mix
Currency
Volume
Portfolio &
Other
Total
Electronics & Industrial
(2)%
(1)%
8 %
6 %
11 %
— %
(1)%
(11)%
2 %
(10)%
Water & Protection
(1)
(1)
(2)
— 
(4)
3 
(1)
(7)
— 
(5)
Corporate & Other 
(1)
(1)
(3)
(1)
(6)
1 
— 
2 
(7)
(4)
Total
(1)%
(1)%
2 %
3 %
3 %
2 %
(1)%
(8)%
— %
(7)%
U.S. & Canada
— %
— %
(1)%
6 %
5 %
3 %
— %
(9)%
2 %
(4)%
EMEA 
(2)
— 
(2)
1 
(3)
3 
1 
(4)
— 
— 
Asia Pacific
(2)
(2)
7 
— 
3 
— 
(2)
(11)
(1)
(14)
Latin America
(1)
— 
— 
3 
2 
1 
— 
7 
2 
10 
Total
(1)%
(1)%
2 %
3 %
3 %
2 %
(1)%
(8)%
— %
(7)%
1. Corporate & Other includes activities of the Retained Businesses and certain divested businesses including Biomaterials, Clean Technologies and Solamet®.
2. Europe, Middle East and Africa.
2024 versus 2023
The Company reported net sales for the year ended December 31, 2024 of $12.4 billion, up 3 percent from $12.1 billion for the year ended December 31, 2023,
due to a 2 percent increase in volume and a 3 percent increase in portfolio partially offset by 1 percent decreases due to local price and product mix as well as
currency. The volume increase was driven by Electronics & Industrial (up 8 percent) partially offset by Water & Protection (down 2 percent) and Corporate &
Other (down 3 percent). Portfolio and other changes increased by 3 percent compared to the same period last year, driven by Electronics & Industrial (up 6
percent), partially offset by Corporate & Other (down 1 percent). Local price and product mix decreased within Electronics & Industrial (down 2 percent),
Water & Protection (down 1 percent) and Corporate & Other (down 1 percent). The 1 percent decrease in currency was driven by Asia Pacific (down 2
percent).
2023 versus 2022
The Company reported net sales for the year ended December 31, 2023 of $12.1 billion, down 7 percent from $13.0 billion for the year ended December 31,
2022, due to an 8 percent decrease in volume and a 1 percent unfavorable currency impact partially offset by a 2 percent increase due to local price and product
mix. Volume decrease was driven by Electronics & Industrial (down 11 percent) and Water and Protection (down 7 percent) partially offset by Corporate &
Other (up 2 percent). Local price and product mix increased within Water & Protection (up 3 percent) and Corporate & Other (up 1 percent) and remained flat
in Electronics & Industrial. Currency was down 1 percent compared with the same period last year, primarily driven by Asia Pacific (down 2 percent) partially
offset by EMEA (up 1 percent).
Cost of Sales
Cost of sales was $7.9 billion for the year ended December 31, 2024, up from $7.8 billion for the year ended December 31, 2023. Cost of sales increased for
the year ended December 31, 2024 primarily due to increased sales volume mostly offset by lower raw material, logistics and energy costs.
Cost of sales as a percentage of net sales for the year ended December 31, 2024 was 64 percent compared with 65 percent for the year ended December 31,
2023.
For the year ended December 31, 2023, cost of sales was $7.8 billion, down from $8.4 billion for the year ended December 31, 2022. Cost of sales decreased
for the year ended December 31, 2023 primarily due to decreased sales volume and lower raw material, logistics and energy costs.
Cost of sales as a percentage of net sales for the years ended December 31, 2023 and December 31, 2022 was 65 percent.
1
2
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Research and Development Expense ("R&D")
R&D expense was $531 million for the year ended December 31, 2024, up from $508 million for the year ended December 31, 2023 and $536 million for the
year ended December 31, 2022. R&D as a percentage of net sales was 4 percent for the years ended December 31, 2024, 2023 and 2022.
The increase in 2024 compared to 2023 was primarily due to higher variable compensation. The decrease in R&D expense in 2023 compared to 2022 was
primarily due to lower personnel related expenses partially offset by the Spectrum Acquisition.
Selling, General and Administrative Expenses ("SG&A")
For the year ended December 31, 2024, SG&A expenses totaled $1,552 million, up from $1,408 million in the year ended December 31, 2023 and $1,467
million for the year ended December 31, 2022. SG&A as a percentage of net sales was 13 percent, 12 percent, and 11 percent for the years ended December 31,
2024, 2023 and 2022, respectively.
The increase in SG&A cost in 2024 compared to 2023 was primarily due to higher variable compensation and incremental cost from the Spectrum and
Donatelle acquisitions. The decrease in SG&A costs in 2023 compared with 2022 was primarily due to lower Stranded Costs related to the M&M Divestiture,
lower personnel related expenses and lower bad debt expense partially offset by the Spectrum Acquisition.
Amortization of Intangibles
Amortization of intangibles was $595 million, $600 million and $590 million for the years ended December 31, 2024, 2023 and 2022, respectively. The slight
decrease in amortization of intangibles in 2024 compared to 2023 was primarily due to absence of amortization in 2024 from fully amortized assets. The
increase in amortization of intangibles in 2023 compared to 2022 was primarily due to the amortization of the intangible assets acquired in the Spectrum
Acquisition in the third quarter of 2023 partially offset by the absence of amortization in 2023 from fully amortized assets. See Note 14 to the Consolidated
Financial Statements for additional information on intangible assets.
Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $87 million, $146 million and $155 million for the years ended December  31, 2024, 2023 and 2022,
respectively. For the years ended December 31, 2024 and 2023, DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the
amount of $89 million and $110 million, respectively. The activity for the year ended December 31, 2022 included a pre-tax charge related to the 2022
Restructuring Program in the amount of $61 million of severance and related benefit costs and a $94 million ($65 million net of tax) impairment related to an
equity method investment within the Electronics & Industrial segment. See Note 6 to the Consolidated Financial Statements for additional information.
Inventory write-offs associated with restructuring programs are recorded to "Cost of Sales” in the Consolidated Statements of Operations.
Goodwill Impairment Charges
For the years ended December 31, 2024 and 2022, there were no goodwill impairment charges. For the year ended December 31, 2023, there was a goodwill
impairment charge of $804 million related to the Water & Protection segment.
Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs were $168 million, $20 million and $193  million for the years ended December  31, 2024, 2023 and 2022,
respectively. 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, including the Intended Electronics Separation. For the year ended December 31, 2023, these costs were primarily
related to Spectrum Acquisition. For the year ended December 31, 2022, these costs were primarily related to the Terminated Intended Rogers Corporation
Acquisition, specifically the $162.5 million termination fee paid, the Biomaterials business unit divestiture and the Laird PM acquisition in 2021.
Equity in Earnings of Nonconsolidated Affiliates
The Company's share of the earnings of nonconsolidated affiliates was $60 million, $51 million and $75 million for the years ended December 31, 2024, 2023
and 2022, respectively. The increase in earnings of nonconsolidated affiliates for the year ended December 31, 2024 and 2023 compared to the prior years is
primarily due to higher earnings in the underlying nonconsolidated affiliates.
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Sundry Income (Expense) - Net
Sundry income (expense) - net includes a variety of income and expenses such as foreign currency exchange gains or losses, interest income, dividends from
investments, gains and losses on sales of investments, losses on debt extinguishments and assets, non-operating pension and other post-employment benefit
plan credits or costs, interest rate swap mark-to-market adjustments, interest rate swap net interest settlement and certain litigation matters. Sundry income
(expense) - net for the year ended December 31, 2024 was $76 million of expense compared with $102 million and $191 million of income in the years ended
December 31, 2023 and 2022, respectively.
The year ended December 31, 2024 included a $138 million net loss related to interest rate swap activity including mark-to-market adjustments and a $74
million loss on debt extinguishment partially offset by $73 million of interest income. The decrease in interest income period over period is due to the
decreased cash balance in 2024.
The year ended December 31, 2023 included interest income of $155 million and a $19 million net gain on divestiture and sales of other assets, primarily
related to a land sale within the Water & Protection segment, partially offset by foreign currency exchange losses of $73 million.
The year ended December 31, 2022 included interest income of $50 million primarily due to higher cash on hand and marketable securities in the fourth
quarter, income of $37 million related to the second quarter sale of a land use right within the Water & Protection segment, a $26 million gain on sale of the
Biomaterials business unit recorded in the second quarter, income related to non-operating pension and other post-employment benefit plans of $28 million and
foreign currency exchange gains of $15 million.
See Note 7 to the Consolidated Financial Statements for additional information.
Interest Expense
Interest expense was $366 million, $396 million, and $492 million for the years ended December 31, 2024, 2023 and 2022, respectively. The decrease in
interest expense in 2024 compared to 2023 is primarily due to the absence of interest expense on the $300 million floating-rate long-term senior unsecured
notes that matured in November 2023 and the partial redemption of $650 million aggregate principal amount of the 2038 notes during the second quarter 2024,
partially offset by a reduction in capitalized interest.
The decrease in interest expense from the 2023 compared to 2022, is primarily due to the redemption of $2.5 billion fixed-rate long-term senior unsecured
notes due in November 2023, the decrease in commercial paper borrowing and the absence of the structuring and the commitment fees on term loans related to
the Terminated Intended Rogers Corporation Acquisition, partially offset by the increase in interest expense from the interest rate swap.
Refer to Note 15 to the Consolidated Financial Statements for additional information.
Provision for (benefit from) Income Taxes on Continuing Operations
The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. For the
year ended December 31, 2024, the Company's effective tax rate was 34.7 percent on pre-tax income from continuing operations of $1,192 million. The
effective tax rate for the year ended December 31, 2024, was principally driven by the geographic mix of earnings offset by the U.S. taxation of foreign
operations as well as certain discrete tax expenses, including the settlement in the second quarter of an international tax audit for which the Company is
partially indemnified. In addition, there was a $103 million tax expense recorded in connection with an internal restructuring.
For the year ended December 31, 2023, the Company's effective tax rate was (5.8) percent on pre-tax income from continuing operations of $504 million. The
effective tax rate differential was principally the result of the non-tax-deductible goodwill impairment charge of $804 million in the fourth quarter of 2023
partially offset by a $324 million tax benefit recorded in connection with an internal restructuring.
For the year ended December 31, 2022, the Company's effective tax rate was 26.7 percent on pre-tax income from continuing operations of $1,448 million. The
effective tax rate differential was driven by the U.S tax effect of foreign earnings and dividends, geographic mix of earnings and the tax impacts of acquisition,
integration, and separation costs.
The underlying factors affecting the Company’s overall tax rate are summarized in Note 8 to the Consolidated Financial Statements.
39

Table of Contents
SEGMENT RESULTS
The revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the historical periods. Certain expenses, including
separation costs, of the M&M Businesses are classified as discontinued operations in the current period. In addition, the Auto Adhesives & Fluids, Multibase
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 included in Corporate & Other.
The costs of the M&M Businesses that are classified as discontinued operations include only direct operating expenses incurred prior to the November 1, 2022
M&M Divestiture and prior to the November 1, 2023 Delrin® Divestiture. Indirect costs, such as those related to corporate and shared service functions
previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations. A portion
of these indirect costs related to activities the Company continues to undertake post-closing of the M&M Divestitures, and for which it is reimbursed (“Future
Reimbursable Indirect Costs”). In addition, a portion of these indirect costs relate to activities the Company performs post the close of the Delrin® Divestiture
and for which it is reimbursed. Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from operating EBITDA as
defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within
continuing operations in Corporate & Other and are included within Operating EBITDA.
On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the
“Spectrum Acquisition”). Spectrum is part of the Electronics & Industrial segment.
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, within Note 5 to the Consolidated Financial Statements, has been recast for all periods presented to reflect the new
structure. The realignment did not result in changes to total Electronics & Industrial segment net sales.
On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), (the "Donatelle Plastics Acquisition"). Donatelle
Plastics is being integrated into Industrial Solutions within the Electronics & Industrial segment.
The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating
decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing
operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (“OPEB”) / charges, and
foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items.
TM
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ELECTRONICS & INDUSTRIAL
The Electronics & Industrial segment is a leading provider of materials and solutions for the fabrication and packaging of semiconductors and integrated
circuits and provides innovative solutions for thermal management and electromagnetic shielding as well as metallization processes for metal finishing,
decorative, and industrial applications. The segment is a leading global supplier of differentiated materials and systems for a broad range of consumer
electronics devices including mobile phones, computers, tablets, television monitors and other electronics applications used in a variety of industries.
Electronics & Industrial is a leading provider of platemaking systems and photopolymer plates for the packaging graphics industry, digital printing inks and
cutting-edge materials for the manufacturing of displays for organic light emitting diode ("OLED"). In addition, the segment produces innovative engineering
polymer solutions, high performance parts, flexible packaging products, plastic and silicone extrusions, medical silicones, specialty lubricants and critical
polymer-based components and devices for medical and other industrial markets.
Electronics & Industrial
For the Years Ended December 31,
In millions
2024
2023
2022
Net sales
$
5,930  $
5,337  $
5,917 
Operating EBITDA
$
1,717  $
1,472  $
1,836 
Equity earnings
$
37  $
16  $
31 
Electronics & Industrial
For the Years Ended December 31,
Percentage change from prior year
2024
2023
Change in Net Sales from Prior Period due to:
Local price & product mix
(2)%
— %
Currency
(1)
(1)
Volume
8 
(11)
Portfolio & other
6 
2 
Total
11 %
(10)%
2024 Versus 2023
Electronics & Industrial net sales were $5,930 million for the year ended December  31, 2024, up 11 percent from $5,337  million for the year ended
December 31, 2023. Net sales increased due to an 8 percent increase in volume and a 6 percent increase in portfolio actions partially offset by a 2 percent
decline in local price and product mix and a 1 percent unfavorable currency impact. Volume growth in Semiconductor Technologies and Interconnect Solutions
was partially offset by declines in Industrial Solutions. Within Semiconductor Technologies, volume gains were driven by semiconductor demand recovery,
primarily due to AI technology applications, advanced node transitions and higher China demand, as well as higher volume in OLED materials led by new
product launches. Broad based volume growth in Interconnect Solutions driven by end-market recovery, market share gains and demand from AI-driven
technology ramps. Volume declines in Industrial Solutions were driven by channel inventory destocking, primarily for Kalrez® and within biopharma markets.
The portfolio impact reflects the August 2023 acquisition of Spectrum and the July 2024 acquisition of Donatelle Plastics. The unfavorable currency impact is
primarily driven by the Japanese yen.
Operating EBITDA was $1,717 million for the year ended December 31, 2024, up 17 percent compared with $1,472 million for the year ended December 31,
2023 primarily due to volume growth, the impact of higher production rates in Semiconductor Technologies and Interconnect Solutions, savings from
restructuring actions and the earnings contribution from the Spectrum and Donatelle Plastics acquisitions partially offset by higher variable compensation and
select growth investments.
2023 Versus 2022
Electronics & Industrial net sales were $5,337 million for the year ended December  31, 2023, down 10 percent from $5,917 million for the year ended
December 31, 2022. Net sales decreased due to an 11 percent volume decline and a 1 percent currency headwind offset by a 2 percent increase in portfolio.
Volume declines in Semiconductor Technologies were driven by inventory destocking and reduced semiconductor fabrication utilization rates due to electronics
demand weakness, led by China, slightly offset by increased demand for OLED materials. Volume declines in Interconnect Solutions related to decreased
spending on consumer and industrial electronics and related channel inventory destocking, both led by China. Within Industrial Solutions, volume declines
were driven by channel inventory destocking within electronic parts and biopharma markets and lower demand in printing and packaging markets. Local price
and product mix gains in Semiconductor Technologies and Industrial Solutions, as a result of actions taken to offset cost inflation, were offset by declines in
Interconnect Solutions, including the impact of lower pass-through metals prices. The unfavorable currency impact is primarily driven by the Japanese yen and
Chinese yuan. The portfolio impact primarily reflects the August 1, 2023 acquisition of Spectrum.
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Table of Contents
Operating EBITDA was $1,472 million for the year ended December 31, 2023, down 20 percent compared with $1,836 million for the year ended December
31, 2022 primarily due to decreased sales volumes, the impact of reduced production rates to better align inventory with demand, slightly offset by the earnings
associated with Spectrum.
WATER & PROTECTION
The Water & Protection segment is a leading provider of engineered products and integrated systems for a number of industries including worker safety, water
purification and separation, aerospace, energy, medical packaging and building materials. The segment satisfies the growing global needs of businesses,
governments, and consumers for solutions that make life safer, healthier, and better. By uniting market-driven science with the strength of highly regarded
brands, the segment strives to bring new products and solutions to solve customers' needs faster, better and more cost effectively.
Water & Protection
For the Years Ended December 31,
In millions
2024
2023
2022
Net sales
$
5,423  $
5,633  $
5,957 
Operating EBITDA
$
1,360  $
1,388  $
1,431 
Equity earnings
$
30  $
35  $
39 
Water & Protection
For the Years Ended December 31,
Percentage change from prior year
2024
2023
Change in Net Sales from Prior Period due to:
Local price & product mix
(1)%
3 %
Currency
(1)
(1)
Volume
(2)
(7)
Portfolio & other
— 
— 
Total
(4)%
(5)%
2024 Versus 2023
Water & Protection net sales were $5,423 million for the year ended December 31, 2024, down 4 percent from $5,633 million for the year ended December 31,
2023 due to a 2 percent decline in volume, and 1 percent declines related to local price and product mix and unfavorable currency impacts. Safety Solutions
had volume declines mainly due to channel inventory destocking, primarily in medical packaging products within healthcare markets. Water Solutions volume
declines were primarily due to distributor inventory destocking from weaker industrial demand in China. Shelter Solutions sales were relatively flat from mixed
demand in construction markets. The unfavorable currency impact is primarily driven by the Japanese yen, and Chinese yuan, partially offset by the Euro.
Operating EBITDA was $1,360 million for the year ended December 31, 2024, down 2 percent compared with $1,388 million for the year ended December 31,
2023 driven by decreased volumes and higher variable compensation, partially offset by productivity and savings from restructuring actions.
2023 Versus 2022
Water & Protection net sales were $5,633 million for the year ended December 31, 2023, down 5 percent from $5,957 million for the year ended December 31,
2022 due to a 7 percent decline in volume and a 1 percent unfavorable currency impact, partially offset by a 3 percent increase in local price and product mix.
Volume declines within Safety Solutions were due to channel inventory destocking, primarily in medical packaging. Shelter Solutions volume declines were
driven by weak demand in construction markets including channel inventory destocking. Water Solutions volume declines were primarily due to distributor
destocking and weaker industrial demand in China. Local price and product mix increased across all businesses and in all regions as the result of broad-based
actions taken in the prior year to offset cost inflation. The unfavorable currency impact is primarily driven by the Chinese yuan and the Japanese yen.
Operating EBITDA was $1,388 million for the year ended December 31, 2023, down 3 percent compared with $1,431 million for the year ended December 31,
2022 driven by decreased sales volumes, the impact of reduced production rates and unfavorable currency impacts partially offset by net pricing gains. The
currency impacts were primarily driven by the Chinese yuan and the Japanese yen.
42

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Corporate & Other
Corporate & Other includes sales and activity of the Retained Businesses including the Auto Adhesives & Fluids, Multibase
and Tedlar® product lines.
Related to the M&M Divestitures, Corporate & Other includes Stranded Costs and Future Reimbursable Indirect Costs. The results of Corporate & Other
include the sales and activity of the Biomaterials (prior to its May 2022 divestiture) business units. Corporate & Other includes DuPont's equity interest in
Derby Holdings Group related to the Delrin® Divestiture. Corporate & Other also includes certain enterprise and governance activities including non-allocated
corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable
segments.
Corporate & Other
For the Years Ended December 31,
In millions
2024
2023
2022
Net sales
$
1,033  $
1,098  $
1,143 
Operating EBITDA
$
67  $
82  $
(6)
Equity earnings
$
(7) $
—  $
5 
2025 OUTLOOK
For the full year 2025, the Company anticipates ongoing strength within semiconductor markets as well as more normalized sales patterns in China. Continued
growth is expected in the markets served by Interconnect Solutions driven by improved consumer electronics demand and refresh cycles for devices in support
of AI adoption. Within the healthcare markets, the Company anticipates growth acceleration in demand for medical devices along with continued demand
stabilization for medical packaging applications and biopharma markets. In the markets served by Water, the Company expects increased demand to drive year
over year volume growth. The Company anticipates stable demand within the markets served by the Company’s other industrial-based product lines.
TM 
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LIQUIDITY & CAPITAL RESOURCES
The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase
the Company’s optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. The Company’s primary source of incremental
liquidity is cash flows from operating activities. Management expects the generation of cash from operations and the ability to access the debt capital markets
and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company’s and its subsidiaries' obligations as
they come due. However, DuPont is unable to predict the extent of macroeconomic related impacts which depend on uncertain and unpredictable future
developments. In light of this uncertainty, the Company has taken steps to further ensure liquidity and capital resources, as discussed below.
In millions
December 31, 2024
December 31, 2023
Cash and cash equivalents
$
1,850  $
2,392 
Total debt
$
7,171  $
7,800 
The Company's cash and cash equivalents at December 31, 2024 and December 31, 2023 were $1.9 billion and $2.4 billion, respectively, of which $1.1 billion
at December 31, 2024 and $1.3 billion at December 31, 2023 were held by subsidiaries in foreign countries, including United States territories. For each of its
foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be
repatriated to the United States. The Company held no investments in marketable securities at December 31, 2024 and 2023. The decrease in cash and cash
equivalents at December 31, 2024 compared to December 31, 2023 was due to cash used in the current year to fund the Q1 2024 ASR Transaction, the
Donatelle Acquisition, partial redemption of 2038 Notes and general corporate purposes. Refer to subsequent paragraphs for further discussion of the drivers of
the change in cash and cash equivalents.
Total debt at December 31, 2024 and 2023 was $7.2 billion and $7.8 billion, respectively. The decrease was primarily due to the partial redemption of $650
million of 2038 Notes discussed below.
As of December 31, 2024, the Company is contractually obligated to make future cash payments of $7.3 billion and $4.0 billion associated with principal and
interest, respectively, on debt obligations. Related to the principal, $1.9 billion will be due in the next twelve months and the remainder will be due subsequent
to 2025. The Company may address the maturity with cash on hand, issuance of commercial paper, utilizing existing credit facilities, accessing the debt capital
markets or a combination of any of them. Related to interest, $359 million will be due in the next twelve months and the remainder will be due subsequent to
2025. The majority of interest obligations will be due in 2030 or later.
In relation to the Company’s fixed-to-floating interest rate swap agreements, there is a mandatory early termination date of December 15, 2025. The mark-to-
market value on these swaps at December 31, 2024 is $116 million. The final settlement amount will depend on movements in interest rates. Refer to Note 21
to the Consolidated Financial Statements for more information on the Company’s interest rate swap agreements.
Capital Structure Actions
In connection with the Previously Intended Business Separations, on June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a
partial redemption of $650 million aggregate principal amount of its 2038 Notes, in accordance with their terms. The partial redemption occurred on June 15,
2024, at the redemption price set forth in the indenture of the 2038 Notes. The Company funded the repayment with cash on hand. As a result of the early
redemption of the debt, for the year ended December 31, 2024, the Company incurred a loss of approximately $74 million, which consisted of the redemption
premium, write-off of the deferred debt issuance costs and the basis adjustment from fair value hedge accounting on the 2022 Swaps associated with this
borrowing. See Note 21 for further detail on the 2022 Swaps.
In connection with the Previously Intended Business Separations and continuing in light of the Intended Electronics Separation, DuPont is considering
potentially repaying, redeeming, repurchasing, or exchanging some or all of its other senior notes, which could include redemptions, tender offers, open market
purchases, privately negotiated transactions, or other transactions or a combination of any of them, which will be on pricing terms that are determined at the
time of any such transaction. Such transactions will depend on liquidity considerations, contractual and legal restrictions, prevailing market conditions and
other factors.
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Revolving Credit Facilities
The Company has entered a $1.0 billion 364-day revolving credit facility in the second quarter of each calendar year beginning in 2022. In July 2022, the
Company drew down $600 million under its 2022 $1 billion revolving credit facility in order to facilitate certain intercompany internal restructuring steps
related to the M&M Divestiture. The Company repaid the borrowing in September 2022.
The following table summarizes the Company's credit facilities:
Committed and Available Credit Facilities at December 31, 2024
In millions
Effective Date
Committed
Credit
Credit
Available
Maturity Date
Interest
Five-Year Revolving Credit Facility
April 2022 $
2,500  $
2,484 
April 2027
Floating Rate
2024 $1B Revolving Credit Facility 
May 2024
1,000 
1,000 
May 2025
Floating Rate
Total Committed and Available Credit Facilities
$
3,500  $
3,484 
1. 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.
2. The 2024 $1B Revolving Credit Facility is available to be used for general corporate purposes. There were no drawdowns under the facility during the year ended December 31, 2024. The
Company intends to enter into a new revolving credit facility in the second quarter 2025.
Repayment of Senior Notes
In November 2022, the Company redeemed in full $2.5 billion of the 2023 Notes at a redemption price equal to 100 percent of the aggregated principal amount
plus the accrued and unpaid interest. The redemption was funded with the net proceeds from the M&M Divestiture.
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.
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 commitment (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. Separately, on November 1, 2022 the Company announced the termination of the previously announced agreement to acquire
the outstanding shares of Rogers. The Company paid Rogers a termination fee of $162.5 million in accordance with the agreement on November 2, 2022. The
termination fee was paid with cash on hand and recorded in the "Acquisition, integration and separation costs" within the Consolidated Statement of
Operations.
Commercial Paper
In April 2022, DuPont downsized its authorized commercial paper program from $3.0 billion to $2.5 billion (the “DuPont Commercial Paper Program”). At
December 31, 2024 and 2023, the Company had no issuances outstanding of commercial paper.
Donatelle Plastics Acquisition
On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC for a net purchase price of $365 million, which includes the estimated fair
value for a contingent earn-out liability of $40 million. The Company utilized existing cash balances to complete the acquisition.
Spectrum Acquisition
On August 1, 2023, the Company completed the Spectrum Acquisition for a net purchase price of approximately $1,781 million, including a net upward
adjustment of approximately $43  million for acquired cash and net working capital, among other items. The Company utilized existing cash balances to
complete the acquisition.
Water District Settlement Agreement
The Company utilized the MOU escrow account balance of approximately $100 million and cash on hand to make its $400 million contribution to the Water
District Settlement Fund. The judgment became final in April 2024, therefore the $400 million contribution, plus interest, to the Water District Settlement Fund
is reflected as a cash outflow within cash flows from discontinued operations during the year ended December 31, 2024. See Note 16 to the Consolidated
Financial Statements for additional information.
 1
2
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Delrin® Divestiture
On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). DuPont received cash proceeds of
approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable of $350 million and acquired a 19.9 percent non-
controlling equity interest in Derby Group Holdings LLC, (“Derby”). The customary transaction adjustments include $27 million of cash transferred with the
Delrin® Divestiture for which DuPont was reimbursed at closing resulting in net cash proceeds of $1.25 billion. TJC, through its subsidiaries, holds the 80.1
percent controlling interest in Derby. See Note 4 to the Consolidated Financial Statements for additional information.
Credit Ratings
The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong
financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value and remuneration. At
January 31, 2024, DuPont's credit ratings were as follows:
Credit Ratings
Long-Term Rating
Short-Term Rating
Outlook
Standard & Poor’s
BBB+
A-2
Watch Negative
Moody’s Investors Service
Baa1
P-2
Negative
Fitch Ratings
BBB+
F-2
Watch Negative
The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain
limitations. The senior unsecured notes (the "2018 Senior Notes") also contain customary default provisions. The Five-Year Revolving Credit Facility and 2024
$1B Revolving Credit Facility contain a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to
Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At December 31, 2024, the Company was in compliance with this
financial covenant.
Summary of Cash Flows
The Company’s cash flows from operating, investing and financing activities, as reflected in the Consolidated Statements of Cash Flows, are summarized in the
following table.
Cash Flow Summary
2024
2023
2022
(In millions) For the years ended December 31,
Cash provided by (used for) from continuing operations:
Operating activities
$
2,321  $
2,191  $
1,249 
Investing activities
$
(849) $
172  $
9,004 
Financing activities
$
(1,847) $
(2,989) $
(7,646)
Cash used for discontinued operations
$
(474) $
(306) $
(763)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
$
(62) $
(37) $
(148)
Cash Flows provided by Operating Activities - Continuing Operations
Cash provided by operating activities of continuing operations was $2,321 million, $2,191 million and $1,249 million for the years ended December 31, 2024,
2023 and 2022, respectively. Cash provided by operating activities increased in 2024 compared with 2023, primarily from higher earnings the net impact from
changes in variable compensation payouts and accruals partially offset by an increase in cash used by net working capital. Cash provided by operating activities
increased in 2023 compared with 2022, primarily from improvements in working capital.
The table below reflects net working capital on a continuing operations basis:
Net Working Capital
December 31, 2024
December 31, 2023 
In millions (except ratio)
Current assets
$
6,364  $
7,514 
Current liabilities
4,801 
3,098 
Net working capital
$
1,563  $
4,416 
Current ratio
1.33:1
2.43:1
1. Net working capital has been presented to exclude the assets and liabilities related to the Delrin® Divestiture. The assets and liabilities related to the Delrin® Divestiture are presented as assets of
discontinued operations and liabilities of discontinued operations, respectively.
1
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Cash Flows used in/ provided by Investing Activities - Continuing Operations
Cash used in investing activities of continuing operations in 2024 was $849 million compared to cash provided by investing activities of $172 million and
$9,004 million in 2023 and 2022, respectively. The change in investing activities in 2024 versus the 2023 is primarily attributable to the absence of proceeds
received from sales and maturity of investments and proceeds from sales of property and business partially offset by the impact of the change in cash paid for
acquisition in each year.
The decrease in cash provided from investing activities in 2023 versus the 2022 is primarily attributable to the absence of cash proceeds received from the
M&M Divestiture and cash paid for the Spectrum acquisition, partially offset by proceeds from the Delrin® Divestiture, net of cash divested and the absence of
cash used in the purchase of investments and an increase in cash provided by the proceeds from sales and maturities of investments that was previously
invested and reflected as a cash outflow in 2022. Cash provided by investing activities in 2022 is primarily attributable to the cash proceeds received from the
M&M Divestiture partially offset by purchases of investments.
Capital expenditures totaled $579 million, $619 million and $662 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company
expects 2025 capital expenditures to be about $660 million which includes separation-related capital expenditures. The Company may adjust its spending
throughout the year as economic conditions develop.
Cash Flows used for Financing Activities - Continuing Operations
Cash used for financing activities of continuing operations in 2024 was $1,847 million compared to cash used for financing activities of $2,989 million and
$7,646 million in 2023 and 2022, respectively. The decrease in cash used in financing activities in 2024 versus the 2023 is primarily attributable to the decrease
in share buyback activities partially offset by the partial redemption of the 2038 Notes. The decrease in 2023 versus the 2022 is primarily attributable to the
decrease in share buyback activities and decrease in the payment of long-term debt. Cash used for financing activities in 2022 primarily driven by the share
buyback activities and the redemption of 2023 Notes.
Cash Flows used for Discontinued Operations
Cash used for discontinued operations was $474 million compared with $306 million in the same period last year. The cash used from discontinued operations
includes MOU activity, refer to Note 4 to the Consolidated Financial Statements for additional information. The activity for the year ended December 31, 2023,
Consolidated Statements of Cash Flows present the cash flows of Delrin® as discontinued operations. The activity for the year ended December 31, 2022,
Consolidated Statements of Cash Flows present the financial results of the M&M Businesses as discontinued operations.
Dividends
The following table provides dividends paid to common shareholders for the years ended December 31, 2024, 2023 and 2022:
Dividends Paid
December 31, 2024
December 31, 2023
December 31, 2022
In millions
Dividends paid, per common share
$
1.52  $
1.44  $
1.32 
Dividends paid to common stockholders
$
635  $
651  $
652 
Share Buyback Programs
On February 8, 2022, the Company's Board of Directors approved the 2022 Share Buyback Program authorizing the repurchase and retirement of up to $1
billion of common stock with a termination date of March 31, 2023. At the end of the third quarter of 2022, the Company had repurchased and retired a total of
11.9 million shares for $750 million under the 2022 Share Buyback Program.
In November 2022, DuPont’s Board of Directors approved the $5B Share Buyback Program authorizing the repurchase and retirement of up to $5 billion of
common stock with a termination date of June 30, 2024.
In the fourth quarter 2022, DuPont entered into ASR agreements with three financial counterparties (the "$3.25B ASR Transaction"). DuPont paid with cash on
hand an aggregate of $3.25 billion to the counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were
retired immediately and recorded as a reduction to retained earnings of $2.6 billion. The $3.25B ASR Transaction was completed during the third quarter 2023
with DuPont receiving and retiring an additional 8.0 million shares of DuPont common stock. In connection with the completion the remaining $613 million
based on the market price of the shares at the time of delivery was settled as a forward contract indexed to DuPont common stock at the time of settlement,
classified within stockholders’ equity. At the completion of the $3.25B ASR Transaction, the Company had repurchased and retired a total of 46.8 million
shares at an average price of $69.44 per share.
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In the third quarter 2023, DuPont entered into accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $2.0
billion of common stock (the "$2B ASR Transaction"). DuPont paid an aggregate of $2.0 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
accelerated repurchase agreements under the $2B ASR Transaction were settled during the first quarter of 2024. The settlement resulted in the delivery of
6.7 million additional shares of DuPont common stock, which were retired immediately and will be recorded as a reduction of retained earnings in the first
quarter of 2024. In total, the Company repurchased 27.9 million shares at an average price of $71.67 per share under the $2B ASR Transaction. The completion
of the $2B ASR Transaction completes the $5B Share Buyback Program.
In the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to
$1 billion of common stock (“the $1B Share Buyback Program”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the
open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable
federal securities laws. The $1B Share Buyback Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors. 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.
At this time and with the continued focus on the Intended Electronic Separation, the Company does not currently plan to complete the remaining authorization
under the $1B Share Buyback Program.
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 $8 million and $21 million, respectively, as a reduction to retained earnings for the years
ended December 31, 2024 and 2023.
See Part II, Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Note 18 to the
Consolidated Financial Statements, for additional information.
Pension and Other Post-Employment Plans
The Company's funding policy is to contribute to defined benefit pension plans based on pension funding laws and local country requirements. Contributions
exceeding funding requirements may be made at the Company's discretion. The Company expects to contribute approximately $56 million to its pension plans
in 2025. The amount and timing of the Company’s actual future contributions will depend on applicable funding requirements, discount rates, investment
performance, plan design, and various other factors, separations and distributions. See Note 19 to the Consolidated Financial Statements for additional
information concerning the Company’s pension plans.
As of December 31, 2024, the Company is contractually obligated to make future cash contributions of $562  million related to pension and other post-
employment benefit plans. $56 million will be due in the next twelve months and the remainder will be due subsequent to 2025 with the majority due
subsequent to 2029.
Restructuring
In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to
further simplify certain organizational structures following the Spectrum acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program"). For the
years ended December 31, 2023 through December 31, 2024, DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount
of $199 million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of $114
million of severance and related benefit costs and asset related charges of $85 million. At December  31, 2024, total liabilities related to the 2023-2024
Restructuring Program were $47 million for severance and related benefit costs,
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recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets. Inventory write-offs for plant line closures in connection with the
2023-2024 Restructuring Program were $25 million in "Cost of Sales" within the Consolidated Statements of Operations for the year ended December 31,
2024.
In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational
structures following the M&M Divestitures (the "2022 Restructuring Program"). For the years ended December 31, 2023 through December 31, 2024, DuPont
recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $94 million, recognized in "Restructuring and asset related charges - net"
in the Company's Consolidated Statements of Operations, comprised of severance and related benefit costs. At December 31, 2024, total liabilities related to
the 2022 Restructuring Program were $1  million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the
Consolidated Balance Sheets. Actions related to the 2022 Restructuring Program are substantially complete.
See Note 6 to the Consolidated Financial Statements for more information on the Company's restructuring programs.
Other Off-balance Sheet Arrangements
The MOU Cost Sharing Agreement
In connection with the cost sharing arrangement entered into as part of the MOU, the companies agreed to establish an escrow account to support and manage
potential future eligible PFAS costs. Subject to the terms of the arrangement, contributions to the escrow account will be made annually by Chemours, DuPont
and Corteva through 2028. Over such period, Chemours will deposit a total of $500 million into the account and DuPont and Corteva, together, will deposit an
additional $500 million pursuant to the terms of their existing Letter Agreement. DuPont's aggregate escrow deposits of $35 million at December 31, 2024, are
reflected in "Restricted cash and cash equivalents - noncurrent" on the Consolidated Balance Sheet.
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. The judgment became final in April 2024, therefore $400 million contribution, plus interest, to the Water
District Settlement Fund is reflected as a cash outflow within cash flows from discontinued operations during the year ended December 31, 2024. See Note 16
to the Consolidated Financial Statements for more information.
As of December 31, 2024, the Company expects to make cash payments related to qualified PFAS spend of $30 million in the next twelve months. Additional
information regarding the MOU and funding of the escrow account can be found in Note 16 to the Consolidated Financial Statements.
Other Contractual Obligations
Purchase obligations represents enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or
minimum quantities; fixed minimum or variable price provisions; and the approximate timing of the agreement. As of December 31, 2024, the Company is
contractually obligated to make future cash payments of $96 million related to purchase obligations, of which $48 million will be due in the next twelve
months and the remainder will be due subsequent to 2025.
Lease obligations represents future finance and operating lease payments. As of December 31, 2024, obligations of future lease payments are $469 million, of
which $97 million will be due in the next twelve months and remainder will be due subsequent to 2025.
Environmental remediation obligations represents costs for remediation and restoration with respect to environmental matters and Non-PFAS clean-up
responsibilities. As of December 31, 2024, the Company is contractually obligated to make future cash payments of $129 million, of which $18 million will be
due in the next twelve months and remainder will be due subsequent to 2025. See Note 16 to the Consolidated Financial Statements for more information.
Other miscellaneous obligations includes liabilities related to deferred compensation and other noncurrent liabilities. As of December 31, 2024, the Company is
contractually obligated to make future cash payments of $111 million related to other miscellaneous obligations, the majority of which is due subsequent to
2025.
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RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 to the Consolidated Financial Statements for a description of recent accounting pronouncements.
CRITICAL ACCOUNTING ESTIMATES
The Company's significant accounting policies are more fully described in Note 1 to the Consolidated Financial Statements. Management believes that the
application of these policies on a consistent basis enables the Company to provide the users of the financial statements with useful and reliable information
about the Company's operating results and financial condition.
The preparation of the Consolidated Financial Statements in conformity with generally accepted accounting principles ("GAAP") in the United States of
America requires management to make estimates and assumptions that affect the reported amounts, including, but not limited to, receivable and inventory
valuations, impairment of tangible and intangible assets, long-term employee benefit obligations, income taxes, restructuring liabilities, environmental matters
and litigation. Management's estimates are based on historical experience, facts and circumstances available at the time and various other assumptions that are
believed to be reasonable. The Company reviews these matters and reflects changes in estimates as appropriate. Management believes that the following
represent some of the more critical judgment areas in the application of the Company's accounting policies which could have a material effect on the
Company's financial position, liquidity or results of operations.
Pension Plans and Other Post-Employment Benefits
Accounting for employee benefit plans involves numerous assumptions and estimates. Discount rate and expected return on plan assets are two critical
assumptions in measuring the cost and benefit obligation of the Company's pension plans. Management reviews these two key assumptions when plans are re-
measured. These and other assumptions are updated periodically to reflect the actual experience and expectations on a plan specific basis as appropriate. As
permitted by GAAP, actual results that differ from the assumptions are accumulated on a plan-by-plan basis and to the extent that such differences exceed
10 percent of the greater of the plan's benefit obligation or the applicable plan assets, the excess is amortized over the average remaining service period of
active employees or the average remaining life expectancy of the inactive participants if all or almost all of a plan’s participants are inactive.
For the majority of the benefit plans, the Company utilizes the Aon AA corporate bond yield curves to determine the discount rate, applicable to each country,
at the measurement date.
The Company establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes in accordance with the laws and
practices of those countries. Where appropriate, asset-liability studies are also taken into consideration. For plans, the long-term expected return on plan assets
pension expense is determined using the fair value of assets.
The following table highlights the potential impact on the Company's pre-tax earnings due to changes in certain key assumptions with respect to the Company's
pension plans based on assets and liabilities on a continuing operations basis at December 31, 2024:
Pre-tax Earnings Benefit (Charge)
(Dollars in millions)
1/4 Percentage
Point
Increase
1/4 Percentage
Point
Decrease
Discount rate
$
(1) $
1 
Expected rate of return on plan assets
5 
(5)
Additional information with respect to pension plans, liabilities and assumptions is discussed under "Long-term Employee Benefits" and in Note 19 to the
Consolidated Financial Statements.
Legal Commitments and Contingencies
The Company's results of operations could be affected by significant litigation adverse to the Company, including product liability claims, patent infringement
and antitrust claims, and claims for third-party property damage or personal injury stemming from alleged environmental torts. The Company records accruals
for legal matters, including its obligations under the MOU as impacted by the Letter Agreement, when the information available indicates that it is probable
that a liability has been incurred and the amount of the loss can be reasonably estimated. Management makes adjustments to these accruals to reflect the impact
and status of negotiations, settlements, rulings, advice of counsel and other information and events that may pertain to a particular matter. Predicting the
outcome of claims and lawsuits and estimating related costs and exposure involves substantial uncertainties that could cause actual costs to vary materially
from estimates. In making determinations of likely outcomes of litigation matters, management considers many factors. These factors include, but are not
limited to, the nature of specific
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claims including unasserted claims, the Company's experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal
counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms, and the matter's current status. Considerable judgment is
required in determining whether to establish a litigation accrual when an adverse judgment is rendered against the Company in a court proceeding. In such
situations, the Company will not recognize a loss if, based upon a thorough review of all relevant facts and information, management believes that it is
probable that the pending judgment will be successfully overturned on appeal. A detailed discussion of significant litigation matters is contained in Note 16 to
the Consolidated Financial Statements.
Income Taxes
The breadth of the Company's operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes
the Company will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions,
outcomes of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business. The resolution of
these uncertainties may result in adjustments to the Company's tax assets and tax liabilities. It is reasonably possible that changes to the Company’s global
unrecognized tax benefits could be significant; however, due to the uncertainty regarding the timing of completion of audits and the possible outcomes, a
current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made. 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.
Deferred income taxes result from differences between the financial and tax basis of the Company's assets and liabilities and are adjusted for changes in tax
rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit
will not be realized. Significant judgment is required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets.
The realization of these assets is dependent on generating future taxable income, as well as successful implementation of various tax planning strategies. For
example, changes in facts and circumstances that alter the probability that the Company will realize deferred tax assets could result in recording a valuation
allowance, thereby reducing the deferred tax asset and generating a deferred tax expense in the relevant period. In some situations, these changes could be
material.
At December 31, 2024, the Company had a net deferred tax liability balance of $669 million, net of a valuation allowance of $772 million. Realization of
deferred tax assets is expected to occur over an extended period of time. As a result, changes in tax laws, assumptions with respect to future taxable income,
and tax planning strategies could result in adjustments to deferred tax assets. See Note 8 to the Consolidated Financial Statements for additional details related
to the deferred tax liability balance.
The Inflation Reduction Act of 2022 ("IRA") was signed into law on August 16, 2022 and is effective to applicable corporations beginning in 2023. The IRA
introduced a new 15 percent corporate alternative minimum tax (“CAMT”), based on adjusted financial statement income of certain large corporations.
Applicable corporations will be allowed to claim a credit for the minimum tax paid against regular tax in future years. The Company is an applicable
corporation subject to the CAMT requirements however, the Company did not incur a CAMT liability for 2024 and 2023. The IRA also established an excise
tax that imposes a 1 percent surcharge on stock repurchases, effective January 1, 2023. Refer to Note 18 to the Consolidated Financial Statements for further
information on the 1 percent surcharge on stock repurchases.
Assessments of Long-Lived Assets and Goodwill
Assessment of the potential impairment of goodwill, other intangible assets, property, plant and equipment, investments in nonconsolidated affiliates, and other
assets is an integral part of the Company's normal ongoing review of operations. Testing for potential impairment of these assets is significantly dependent on
numerous assumptions and reflects management's best estimates at a particular point in time. The dynamic economic environments in which the Company's
diversified product lines operate, and key economic and product line assumptions with respect to projected selling prices, market growth and inflation rates,
can significantly affect the outcome of impairment tests. Estimates based on these assumptions may differ significantly from actual results. Changes in factors
and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time in
which such impairments are recognized. In addition, the Company continually reviews its diverse portfolio of assets to ensure they are achieving their greatest
potential and are aligned with the Company's growth strategy. Strategic decisions involving a particular group of assets may trigger an assessment of the
recoverability of the related assets. Such an assessment could result in impairment losses.
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The Company performs its annual goodwill impairment testing during the fourth quarter, or more frequently when events or changes in circumstances indicate
that the fair value is below carrying value, at the reporting unit level which is defined as the operating segment or one level below the operating segment. One
level below the operating segment, or component, is a business in which discrete financial information is available and regularly reviewed by segment
management. The Company aggregates certain components into reporting units based on economic similarities. The Company has eight reporting units.
For purposes of goodwill impairment testing, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that
the fair value of a reporting unit is less than its carrying value. 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 that the fair value
of a reporting unit or asset is less than the respective carrying amount, including goodwill. If the Company chooses not to complete a qualitative assessment for
a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair
value, additional quantitative testing is required.
If additional quantitative testing is performed, an impairment loss is recognized when the amount by which the carrying value of the reporting unit exceeds its
fair value, limited to the amount of goodwill at the reporting unit. The Company determines fair values for each of the reporting units using a combination of
the income approach and market approach.
Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.
The Company 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, some of which are
considered significant, including Level 3 unobservable inputs: projected revenue growth, EBITDA margin, capital expenditures, weighted average cost of
capital, terminal growth rate, and the tax rate. These key assumptions are determined through evaluation of the Company as a whole, underlying business
fundamentals and industry risk. The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant
to its reporting units to estimate the cost of equity financing. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in
the respective reporting units and in its internally developed forecasts.
Under the market approach, the Company applies the Guideline Public Company Method ("GPCM") utilizing Level 3 unobservable inputs. Selected peer sets
are based on close competitors, publicly traded companies and reviews of analysts' reports, public filings, and industry research. In selecting the EBITDA
multiples and determining the fair value, the Company considers the size, growth, and profitability of each reporting unit versus the relevant guideline public
companies. When applicable, third-party purchase offers may be utilized to measure fair value.
Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual
operating results. It is reasonably possible that the judgments and estimates described above could change in future periods.
Goodwill Impairment Testing at October 1, 2024
In the fourth quarter of 2024 at October 1, the Company performed its annual goodwill impairment testing by applying the qualitative assessment to seven of
its reporting units and the quantitative assessment to one reporting unit. The Company considered various qualitative factors that would have affected the
estimated fair value of the reporting units, and the results of the qualitative assessments indicated that it is not more likely than not that the fair values of the
reporting units were less than their carrying values. For the reporting units tested under the quantitative assessment, the results indicated that the estimated fair
values of the reporting units exceeded its carrying values. The estimated fair value of the Protection reporting unit within Water & Protection exceeded its
carrying value by approximately 5 percent. Given this level of fair value, the reporting unit is sensitive to changes in the significant assumptions used in the
analysis, including projected revenue growth, EBITDA margin, weighted average cost of capital, terminal growth rate and tax rate.
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LONG-TERM EMPLOYEE BENEFITS
The Company has various obligations to its employees and retirees. The Company maintains retirement-related programs in many countries that have a long-
term impact on the Company's earnings and cash flows. These plans are typically defined benefit pension plans. The Company has a few medical, dental and
life insurance benefits for employees, pensioners and survivors and for employees (other post-employment benefits or "OPEB" plans).
Pension coverage for employees of the Company's non-U.S. consolidated subsidiaries is provided, to the extent deemed appropriate, through separate plans.
The Company regularly explores alternative solutions to meet its global pension obligations in the most cost-effective manner possible as demographics, life
expectancy and country-specific pension funding rules change. Where permitted by applicable law, the Company reserves the right to change, modify or
discontinue its plans that provide pension, medical, dental and life insurance. Benefits under defined benefit pension plans are based primarily on years of
service and employees' pay near retirement.
Pension benefits are paid primarily from trust funds established to comply with applicable laws and regulations of the sovereign country in which the pension
plan operates. Unless required by law, the Company does not make contributions that are in excess of tax-deductible limits. The actuarial assumptions and
procedures utilized are reviewed periodically by the plans' actuaries to provide reasonable assurance that there will be adequate funds for the payment of
benefits. Thus, there is not necessarily a direct correlation between pension funding and pension expense. In general, however, improvements in plans' funded
status tends to moderate subsequent funding needs.
The Company contributed $5 million to its funded pension plans for the year ended December 31, 2024. The Company contributed $9 million and $23 million
to its funded pension plans for the years ended December 31, 2023 and 2022, respectively. All values within this Long-Term Employee Benefits section are
inclusive of balances and activity associated with discontinued operations.
The Company does maintain one U.S. pension benefit plan. This plan is a separate unfunded plan and these benefits are paid to employees from operating cash
flows. The Company's remaining pension plans with no plan assets are paid from operating cash flows. The Company made benefit payments of $46 million,
$57 million, and $56 million to its unfunded plans, including OPEB plans, for the years ended December 31, 2024, 2023 and 2022, respectively.
In 2025, the Company expects to contribute approximately $56 million to its funded pension plans and its remaining plans with no plan assets. The amount and
timing of actual future contributions will depend on applicable funding requirements, discount rates, investment performance, plan design, and various other
factors.
The Company's income can be affected by pension and defined contribution charges/(benefits) as well as OPEB costs. The following table summarizes the
extent to which the Company's income for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 was affected by pre-tax charges
related to long-term employee benefits, which include defined contributions and net periodic benefit costs (credits):
For the Years Ended
In millions
December 31, 2024
December 31, 2023
December 31, 2022
Long-term employee benefit plan charges
$
123  $
159  $
138 
The above charges (benefit) for pension and OPEB are determined as of the beginning of each period. See "Pension Plans and Other Post-Employment
Benefits" under the Critical Accounting Estimates section of this report for additional information on determining annual expense.
For 2025, long term employee benefit expense from continuing operations is expected to increase by about $14 million compared to 2024. The increase is
mainly due to higher expected net periodic benefit costs.
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ENVIRONMENTAL MATTERS
The Company operates global manufacturing, facilities that are subject to a broad array of environmental laws and regulations. Such rules are subject to change
by the implementing governmental agency, and the Company monitors these changes closely. Company policy requires that all operations meet or exceed legal
and regulatory requirements.
In addition, the Company implements various voluntary programs to reduce its environmental footprint, which include initiatives to reduce air emissions, and
greenhouse gas (GHG) emissions, minimize the generation of hazardous waste, decrease the volume of water used and discharged, increase the efficiency of
energy use, and seek to avoid, eliminate or minimize substances of concerns.
The Company incurs, and expects to incur for the foreseeable future, costs to comply with complex environmental laws and regulations, as well as internal
voluntary programs and goals, such as DuPont’s sustainability strategy. Based on existing facts and circumstances, management does not believe that year-
over-year changes, if any, in environmental expenses charged to current operations will have a material impact on the Company's financial position, liquidity or
results of operations. Annual expenditures in the near term are not expected to vary significantly from the range of such expenditures experienced in the past
few years. Longer term, expenditures are subject to considerable uncertainty and may fluctuate significantly.
Public policies may bring higher operating costs as well as greater revenue and margin opportunities. Legislative efforts to control or limit GHG emissions
could affect the Company's energy source and supply choices as well as increase the cost of energy and raw materials derived from fossil fuels. Such efforts are
also anticipated to provide the business community with greater certainty for the regulatory future, help guide investment decisions, and drive growth in
demand for low-carbon and energy-efficient products, technologies, and services. Similarly, demand is expected to grow for products that facilitate adaptation
to a changing climate. However, the current unsettled policy environment in the U.S., where many company facilities are located, adds an element of
uncertainty to business decisions, particularly those relating to long-term capital investments.
In addition, significant differences in regional or national approaches could present challenges in a global marketplace. An effective global climate policy
framework will help drive the market changes that are needed to stimulate and efficiently deploy new innovations in science and technology, while maintaining
open and competitive global markets.
Environmental Operating Costs
As a result of its operations, the Company incurs costs for pollution abatement activities including waste collection and disposal, installation and maintenance
of air pollution controls and wastewater treatment, emissions testing and monitoring, and obtaining permits. The Company also incurs costs related to
environmental related research and development activities including environmental field and treatment studies as well as toxicity and degradation testing to
evaluate the environmental impact of products and raw materials.
Environmental Remediation
The Company has incurred environmental remediation costs, including indemnification remediation costs, of $21 million, $69 million and $12 million, for the
years ended December 31, 2024, 2023 and 2022, respectively.
Changes in the remediation accrual balance are summarized below:
(In millions)
 
Balance at December 31, 2022
$
90 
Remediation payments 
(5)
Net increase in remediation accrual
10 
Net change, indemnification
53 
Balance at December 31, 2023
$
148 
Remediation payments 
(7)
Net increase in remediation accrual
6 
Net change, indemnification
(18)
Balance at December 31, 2024
$
129 
1. Excludes indemnification remediation obligations and payments.
2. Represents the net change in indemnified remediation obligations based on activity pursuant to the DWDP Separation and Distribution Agreement and Letter Agreement as discussed below and in
Note 16 to the Consolidated Financial Statements. This is not inclusive of the environmental accrual related to eligible PFAS costs associated with the MOU of $146 million and $152 million as of
December 31, 2024 and 2023, respectively.
1
 1
 2
1
 1
 2
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Considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances, the potential liability may range
up to $285 million above the amount accrued as of December 31, 2024. However, based on existing facts and circumstances, management does not believe that
any loss, in excess of amounts accrued, related to remediation activities at any individual site will have a material impact on the financial position, liquidity or
results of operations of the Company.
Pursuant to the DWDP Separation and Distribution Agreement and the Letter Agreement discussed in Note 16 to the Consolidated Financial Statements, the
Company indemnifies Dow and Corteva for certain environmental matters. The Company has recorded an indemnification liability of $84  million
corresponding to the Company's accrual balance related to these matters at December  31, 2024. The indemnification liability is included in the total
remediation accrual liability of $129 million.
Environmental Capital Expenditures
Capital expenditures for environmental projects, either required by law or necessary to meet the Company’s internal environmental goals, were $11 million for
the year ended December 31, 2024. This amount includes $2 million of expenditures used towards the Company's climate change initiatives. The Company
currently estimates expenditures for environmental-related capital projects to be approximately $12 million in 2025, with less than $3 million estimated for
climate change initiatives.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s global operations are exposed to financial market risks relating to fluctuations in foreign currency exchange rates, commodity prices, and
interest rates. The Company has established a variety of programs including the use of derivative instruments and other financial instruments to manage the
exposure to financial market risks as to minimize volatility of financial results. In the ordinary course of business, the Company enters into derivative
instruments to hedge its exposure to foreign currency, interest rate and commodity price risks under established procedures and controls. For additional
information on these derivatives and related exposures, see Note 21 to the Consolidated Financial Statements. Decisions regarding whether or not to hedge a
given commitment are made on a case-by-case basis, taking into consideration the amount and duration of the exposure, market volatility and economic trends.
Foreign currency exchange contracts are also used, from time to time, to manage near-term foreign currency cash requirements.
Foreign Currency Exchange Rate Risks
The Company has significant international operations resulting in a large number of currency transactions from international sales, purchases, investments and
borrowings. The primary currencies for which the Company has an exchange rate exposure are the European euro ("EUR"), Chinese renminbi ("CNY"),
Japanese yen ("JPY"), South Korean won ("KRW") and Canadian dollar ("CAD"). The Company uses forward exchange contracts to offset its net exposures,
by currency, related to the foreign currency denominated monetary assets and liabilities of its operations. In addition to the contracts disclosed in Note 21 to the
Consolidated Financial Statements, from time to time, the Company will enter into foreign currency exchange contracts to establish with certainty the U.S.
dollar ("USD") amount of future firm commitments denominated in a foreign currency.
The following table illustrates the fair values of outstanding foreign currency contracts at December 31, 2024 and 2023, and the effect on fair values of a
hypothetical adverse change in the foreign exchange rates that existed at December 31, 2024 and 2023. The sensitivities for foreign currency contracts are
based on a 10 percent adverse change in foreign exchange rates.
 
Fair Value
Asset/(Liability)
Fair Value
Sensitivity
In millions
2024
2023
2024
2023
Foreign currency contracts
$
—  $
3  $
(181) $
(165)
The Company uses cross currency swaps, designated as a net investment hedge, to hedge portions of its net investment in its European operations. The net
investment hedge serves to offset the foreign currency translation risk from the Company’s foreign operations. If the U.S. dollar weakened by 10 percent, the
fair value of the net investment hedge would have been approximately $88 million lower as of December 31, 2024 and approximately $101 million lower as of
December 31, 2023.
The Company uses interest rate swaps to hedge changes in the fair value of the hedged item due to changes in the Secured Overnight Financing Rate
(“SOFR”). If the floating rates appreciated by 10 percent, the fair value of the interest rate swaps would have been approximately $165 million lower as of
December 31, 2024 and approximately $26 million lower as of December 31, 2023.
Since the Company's risk management programs are highly effective, the potential loss in value for each risk management portfolio described above would be
largely offset by changes in the value of the underlying exposure.
Concentration of Credit Risk
The Company maintains cash and cash equivalents, derivatives and certain other financial instruments with various financial institutions. These financial
institutions are generally highly rated and geographically dispersed and the Company has a policy to limit the dollar amount of credit exposure with any one
institution.
As part of the Company's financial risk management processes, it continuously evaluates the relative credit standing of all of the financial institutions that
service DuPont and monitors actual exposures versus established limits. The Company has not sustained credit losses from instruments held at financial
institutions.
The Company's sales are not materially dependent on any single customer. As of December 31, 2024, no one individual customer balance represented more
than five percent of the Company's total outstanding receivables balance. Credit risk associated with its receivables balance is representative of the geographic,
industry and customer diversity associated with the Company's global product lines.
The Company also maintains strong credit controls in evaluating and granting customer credit. As a result, it may require that customers provide some type of
financial guarantee in certain circumstances. Length of terms for customer credit varies by industry and region.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this Item are included herein, commencing on page F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the
Company's reports filed or submitted under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC. These controls and procedures also give reasonable assurance that information required to be
disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.
As of 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, 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.
The Company has completed its evaluation of its internal controls and has concluded that the Company's system of internal controls over financial reporting
was effective as of December 31, 2024 (see page F-2).
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-
Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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DuPont de Nemours, Inc.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information related to Directors, certain executive officers and certain corporate governance matters (including identification of Audit Committee members and
financial expert(s)) 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.
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.
ITEM 11. EXECUTIVE COMPENSATION
Information related to executive compensation and the Company's equity compensation plans 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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Information with respect to beneficial ownership of DuPont de Nemours, Inc. common stock by each Director and all Directors and executive officers of the
Company as a group 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.
Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of DuPont de Nemours, Inc. common stock 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.
Information with respect to compensation plans under which equity securities are authorized for issuance 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Reportable relationships and related transactions, if any, as well as information relating to director independence are contained in the definitive Proxy
Statement for the 2025 Annual Meeting of Stockholders of DuPont de Nemours, Inc. and are incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information with respect to fees and services related to the Company’s independent auditors, PricewaterhouseCoopers LLP, and the disclosure of the Audit
Committee’s pre-approval policies and procedures are contained in the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders of DuPont and
are incorporated herein by reference.
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DuPont de Nemours, Inc.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Financial Statements and Financial Statement Schedules:
1.
Financial Statements (See the Index to the Consolidated Financial Statements on page F-1 of this report).
2.
Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts
(In millions) for the years ended December 31,
2024
2023
2022
Accounts Receivable—Allowance for Doubtful Receivables
 
 
 
Balance at beginning of period
$
40  $
38  $
28 
Additions charged to expenses
17 
12 
11 
Deductions from reserves 
(31)
(10)
(1)
Balance at end of period
$
26  $
40  $
38 
Inventory—Obsolescence Reserve
Balance at beginning of period
$
8  $
4  $
6 
Additions charged to expenses
41 
14 
18 
Deductions from reserves 
(14)
(10)
(20)
Balance at end of period
$
35  $
8  $
4 
Deferred Tax Assets—Valuation Allowance
 
 
 
Balance at beginning of period
$
738  $
703  $
700 
Additions 
122 
47 
125 
Deductions from reserves
(88)
(12)
(122)
Balance at end of period
$
772  $
738  $
703 
1. Deductions include write-offs, recoveries and currency translation adjustments.
2. Deductions include disposals and currency translation adjustments.
3. Additions and Deductions include currency translation adjustments.
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.
1
2
3
 3
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(b) Exhibits required to be filed by Item 601 of Regulation S-K (all of which are under Commission File No. 0001666700):
EXHIBIT NO.
DESCRIPTION
3.1
Third Amended and Restated Certificate of Incorporation of DuPont de Nemours, Inc. incorporated by
reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed April 30,
2021.
3.2
Amended and Restated Bylaws of DuPont de Nemours, Inc. incorporated by reference to Exhibit 3.1 to
DuPont de Nemours, Inc.’s Current Report on Form 8-K filed March 30, 2023.
4.1
Description of Capital Stock incorporated by reference to Exhibit 4.1 to DuPont de Nemours, Inc.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
4.2
Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. and U.S. Bank National
Association, as trustee, incorporated by reference to Exhibit 4.1 to the DuPont de Nemours. Inc.
Current Report on Form 8-K filed on November 28, 2018.
10.1**†
Settlement Agreement, dated June 30, 2023, by and among The Chemours Company, The Chemours
Company FC, LLC, DuPont de Nemours, Inc., Corteva Inc. and E. I. du Pont de Nemours and
Company n/k/a EIDP, Inc. and representatives of certain U.S. public water systems as set out therein,
incorporated by reference to Exhibit 2.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K
filed June 30, 2023.
10.2
Memorandum of Understanding, dated January 22, 2021, by and among DuPont de Nemours, Inc.,
Corteva, Inc., E. I. du Pont de Nemours and Company and The Chemours Company, incorporated by
reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 22,
2021.
10.3**†
Tax Matters Agreement dated February 1, 2021, by and among DuPont de Nemours Inc., Nutrition &
Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1
to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 4, 2021.
10.4**†
Separation and Distribution Agreement, effective as of April 1, 2019, by and among DowDuPont Inc.,
Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 2.1 to the DowDuPont Inc. Current
Report on Form 8-K filed April 2, 2019.
10.5
Letter Agreement, effective as of June 1, 2019 by and between DuPont de Nemours, Inc. and Corteva,
Inc., incorporated by reference to Exhibit 10.2 to the DuPont de Nemours, Inc. Current Report on Form
8-K filed June 3, 2019.
10.6
Amended and Restated Tax Matters Agreement, effective as of June 1, 2019, by and among
DowDuPont Inc., Corteva, Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DuPont
de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
10.7
DuPont de Nemours, Inc. 2020 Equity and Incentive Plan, incorporated by reference to Exhibit 10.1 to
the DuPont de Nemours, Inc. Current Report on Form 8- K filed May 29, 2020.
10.8
DuPont Senior Executive Severance Plan, effective as of June 1, 2019, incorporated by reference to
Exhibit 10.4 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
10.9
DuPont Management Deferred Compensation Plan, effective June 1, 2019, incorporated by reference to
Exhibit 10.5 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30,
2019.
10.10
DuPont Stock Accumulation and Deferred Compensation Plan for Directors, effective June 1, 2019,
incorporated by reference to Exhibit 10.6 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q
for the quarter ended June 30, 2019.
10.11
DuPont Deferred Variable Compensation Plan, effective June 1, 2019, incorporated by reference to
Exhibit 10.7 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30,
2019.
10.12
DuPont Retirement Savings Restoration Plan, effective June 1, 2019, incorporated by reference to
Exhibit 10.8 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30,
2019.
10.13
DuPont Pension Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.9 to
DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
10.14
DuPont Omnibus Incentive Plan effective June 1, 2019, incorporated by reference to Exhibit 10.10 to
DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
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10.15
Amended and Restated Employment Agreement by and between DuPont de Nemours, Inc. and
Edward D. Breen, dated as of December 28, 2019, incorporated by reference to Exhibit 10.1 to
DuPont de Nemours, Inc. Current Report on Form 8-K filed December 29, 2020.
10.16
Employment Letter Agreement by and between DuPont de Nemours, Inc. and Edward D. Breen, dated
as of February 6, 2023, incorporated by reference to Exhibit 10.1 to DuPont de Nemours, Inc. Current
Report on Form 8-K filed February 7, 2023.
19*
DuPont de Nemours, Inc. Insider Trading Policy.
21
Subsidiaries of the Registrant.
23
Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
24
Power of Attorney (included as part of signature page).
31.1*
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
33.3*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
DuPont Incentive Compensation Clawback Policy, effective October 2, 2023.
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith
**The Company has omitted certain schedules and other similar attachments to such agreement pursuant to Item 601(a)(5) of
Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.
†Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
ITEM 16. FORM 10-K SUMMARY
None.
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DuPont de Nemours, Inc.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DUPONT DE NEMOURS, INC.
Registrant
Date: February 14, 2025
By:
/s/ MICHAEL G. GOSS
Name:
Michael G. Goss
Title:
Vice President and Controller
City:
Wilmington
State:
Delaware
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature
Title(s)
Date
/s/ ANTONELLA B. FRANZEN
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
February 14, 2025
Antonella B. Franzen
/s/ MICHAEL G. GOSS
Vice President and Controller
February 14, 2025
Michael G. Goss
(Principal Accounting Officer)
62

Table of Contents
We, the undersigned directors and officers of DuPont de Nemours, Inc, hereby severally constitute Erik T. Hoover, Senior Vice President & General Counsel
and Peter W. Hennessey, Vice President, Associate General Counsel & Corporate Secretary, and each of them singly, as our true and lawful attorneys with full
power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments or supplements to this Annual Report on
Form 10-K and to cause same to be filed with the U.S. Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934.
Signature
Title(s)
Date
/s/ LORI D. KOCH
Chief Executive Officer and Director
February 14, 2025
Lori D. Koch
/s/ EDWARD D. BREEN
Executive Chairman
February 14, 2025
Edward D. Breen
(Principal Executive Officer)
/s/ AMY G. BRADY
Director
February 14, 2025
Amy G. Brady
/s/ RUBY R. CHANDY
Director
February 14, 2025
Ruby R. Chandy
/s/ TERRENCE R. CURTIN
Director
February 14, 2025
Terrence R. Curtin
/s/ ALEXANDER M. CUTLER
Director
February 14, 2025
Alexander M. Cutler
/s/ ELEUTHERE I. DU PONT
Director
February 14, 2025
Eleuthère I. du Pont
/s/ KRISTINA M. JOHNSON
Director
February 14, 2025
Kristina M. Johnson
/s/ LUTHER C. KISSAM, IV
Director
February 14, 2025
Luther C. Kissam, IV
/s/ JAMES A. LICO
Director
February 14, 2025
James A. Lico
/s/ FREDERICK M. LOWERY
Director
February 14, 2025
Frederick M. Lowery
/s/ DEANNA M. MULLIGAN
Director
February 14, 2025
Deanna M. Mulligan
/s/ STEVEN M. STERIN
Director
February 14, 2025
Steven M. Sterin
63

Table of Contents
DuPont de Nemours, Inc.
Index to the Consolidated Financial Statements
 
Page(s)
Consolidated Financial Statements:
 
Management's Reports on Responsibility for Financial Statements and Internal Control over Financial Reporting
F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
F-3
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
F-6
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
F-7
Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023
F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
F-9
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022
F-11
Notes to the Consolidated Financial Statements
F-12
F-1

Table of Contents
Management's Reports on Responsibility for Financial Statements and
Internal Control over Financial Reporting
Management's Report on Responsibility for Financial Statements
Management is responsible for the Consolidated Financial Statements and the other financial information contained in this Annual Report on Form 10-K. The
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are
considered by management to present fairly the Company's financial position, results of operations and cash flows. The financial statements include some
amounts that are based on management's best estimates and judgments. The financial statements have been audited by the Company's independent registered
public accounting firm, PricewaterhouseCoopers LLP. The purpose of their audit is to express an opinion as to whether the Consolidated Financial Statements
included in this Annual Report on Form 10-K present fairly, in all material respects, the Company's financial position, results of operations and cash flows in
conformity with GAAP. Their report is presented on the following pages.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934. The 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 GAAP. The
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 authorization of
management and directors of the Company; and
iii.
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that
could have a material effect on the financial statements.
Internal control over financial reporting has certain inherent limitations which may not prevent or detect misstatements. In addition, changes in conditions and
business practices may cause variation in the effectiveness of internal controls.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, based on criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). 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, 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. 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 staff.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial
reporting as of December 31, 2024, as stated in its report, which is presented on the following pages.
/s/ EDWARD D. BREEN
/s/ LORI D. KOCH
/s/ ANTONELLA B. FRANZEN
Edward D. Breen
Executive Chairman
Lori D. Koch
Chief Executive Officer
 
Antonella B. Franzen
Chief Financial Officer
February 14, 2025
F-2

Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of DuPont de Nemours, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of DuPont de Nemours, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and
2023, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period
ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended
December 31, 2024 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's
internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over
Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. 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 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.
F-3

Table of Contents
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; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
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. Management tests goodwill for impairment at the reporting unit level
annually during the fourth quarter, or more frequently when events or changes in circumstances indicate the fair value of a reporting unit has more likely than
not declined below its carrying value. Management performed quantitative testing on the Protection reporting unit using a combination of the discounted cash
flow model (a form of the income approach) and the Guideline Public Company Method (a form of market approach). As a result of the 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 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 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; (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 growth, EBITDA margins, the weighted
average cost of capital,
F-4

Table of Contents
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 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
Philadelphia, Pennsylvania
February 14, 2025
We have served as the Company’s auditor since 2019.
F-5

Table of Contents
DuPont de Nemours, Inc.
Consolidated Statements of Operations
(In millions, except for per share amounts) For the years ended December 31,
2024
2023
2022
Net sales
$
12,386  $
12,068  $
13,017 
Cost of sales
7,879 
7,835 
8,402 
Research and development expenses
531 
508 
536 
Selling, general and administrative expenses
1,552 
1,408 
1,467 
Amortization of intangibles
595 
600 
590 
Restructuring and asset related charges - net
87 
146 
155 
Goodwill impairment charge
— 
804 
— 
Acquisition, integration and separation costs
168 
20 
193 
Equity in earnings of nonconsolidated affiliates
60 
51 
75 
Sundry income (expense) - net
(76)
102 
191 
Interest expense
366 
396 
492 
Income from continuing operations before income taxes
$
1,192  $
504  $
1,448 
Provision for (benefit from) income taxes on continuing operations
414 
(29)
387 
Income from continuing operations, net of tax
$
778  $
533  $
1,061 
(Loss) income from discontinued operations, net of tax
(40)
(71)
4,856 
Net income
$
738  $
462  $
5,917 
Net income attributable to noncontrolling interests
35 
39 
49 
Net income available for DuPont common stockholders
$
703  $
423  $
5,868 
Per common share data:
Earnings per common share from continuing operations - basic
$
1.77  $
1.10  $
2.02 
(Loss) earnings per common share from discontinued operations - basic
(0.10)
(0.16)
9.75 
Earnings per common share - basic
$
1.68  $
0.94  $
11.77 
Earnings per common share from continuing operations - diluted
$
1.77  $
1.09  $
2.02 
(Loss) earnings per common share from discontinued operations - diluted
(0.10)
(0.16)
9.73 
Earnings per common share - diluted
$
1.67  $
0.94  $
11.75 
Weighted-average common shares outstanding - basic
419.2 
449.9 
498.5 
Weighted-average common shares outstanding - diluted
420.6 
451.2 
499.4 
See Notes to the Consolidated Financial Statements.
F-6

DuPont de Nemours, Inc.
Consolidated Statements of Comprehensive Income
(In millions) For the years ended December 31,
2024
2023
2022
Net income
$
738  $
462  $
5,917 
Other comprehensive (loss) income, net of tax
Cumulative translation adjustments
(575)
38 
(1,119)
Pension and other post-employment benefit plans
(60)
(92)
41 
Derivative instruments
32 
(41)
61 
Separation of M&M Divestitures
— 
(32)
167 
Total other comprehensive loss
(603)
(127)
(850)
Comprehensive income
135 
335 
5,067 
Comprehensive income attributable to noncontrolling interests, net of tax
22 
31 
31 
Comprehensive income attributable to DuPont
$
113  $
304  $
5,036 
See Notes to the Consolidated Financial Statements.
F-7

DuPont de Nemours, Inc.
Consolidated Balance Sheets
(In millions, except share and per share amounts)
December 31, 2024
December 31, 2023
Assets
Current Assets
Cash and cash equivalents
$
1,850  $
2,392 
Restricted cash and cash equivalents
6 
411 
Accounts and notes receivable - net
2,199 
2,370 
Inventories
2,130 
2,147 
Prepaid and other current assets
179 
194 
Total current assets
6,364 
7,514 
Property
 Property, plant and equipment
10,956 
10,725 
 Less: Accumulated depreciation
5,188 
4,841 
Property, plant and equipment - net
5,768 
5,884 
Other Assets
Goodwill
16,567 
16,720 
Other intangible assets
5,370 
5,814 
Restricted cash and cash equivalents - noncurrent
36 
— 
Investments and noncurrent receivables
1,081 
1,071 
Deferred income tax assets
246 
312 
Deferred charges and other assets
1,204 
1,237 
Total other assets
24,504 
25,154 
Total Assets
$
36,636  $
38,552 
Liabilities and Equity
Current Liabilities
Short-term borrowings
$
1,848  $
— 
Accounts payable
1,720 
1,675 
Income taxes payable
202 
154 
Accrued and other current liabilities
1,031 
1,269 
Total current liabilities
4,801 
3,098 
Long-Term Debt
5,323 
7,800 
Other Noncurrent Liabilities
Deferred income tax liabilities
915 
1,130 
Pension and other post-employment benefits - noncurrent
523 
565 
Other noncurrent obligations
1,281 
1,234 
Total other noncurrent liabilities
2,719 
2,929 
Total Liabilities
12,843 
13,827 
Commitments and contingent liabilities
Stockholders' Equity
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2024: 417,994,343 shares;
2023: 430,110,140 shares)
4 
4 
Additional paid-in capital
47,922 
48,059 
Accumulated deficit
(23,076)
(22,874)
Accumulated other comprehensive loss
(1,500)
(910)
Total DuPont stockholders' equity
23,350 
24,279 
Noncontrolling interests
443 
446 
Total equity
23,793 
24,725 
Total Liabilities and Equity
$
36,636  $
38,552 
See Notes to the Consolidated Financial Statements.
F-8

DuPont de Nemours, Inc.
Consolidated Statements of Cash Flows
(In millions) For the years ended December 31,
2024
2023
2022
Operating Activities
Net income
$
738  $
462  $
5,917 
(Loss) income from discontinued operations
(40)
(71)
4,856 
Net income from continuing operations
$
778  $
533  $
1,061 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
1,194 
1,147 
1,135 
Credit for deferred income tax and other tax related items
(163)
(381)
(157)
Earnings of nonconsolidated affiliates less than dividends received
13 
20 
36 
Net periodic pension benefit (credit) cost
(1)
31 
2 
Periodic benefit plan contributions
(51)
(63)
(66)
Net gain on sales, businesses and investments
(20)
(19)
(78)
Restructuring and asset related charges - net
87 
146 
155 
Stock based compensation
77 
74 
75 
Goodwill impairment charge
— 
804 
— 
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:
Accounts and notes receivable
(135)
202 
(79)
Inventories
(7)
227 
(215)
Accounts payable
77 
(310)
(138)
Other assets and liabilities, net
287 
(274)
(423)
Cash provided by operating activities - continuing operations
2,321 
2,191 
1,249 
Investing Activities
 
Capital expenditures
(579)
(619)
(662)
Proceeds from sales of property, businesses, and ownership interests in nonconsolidated affiliates, net of cash
divested
8 
1,244 
10,951 
Acquisitions of property and businesses, net of cash acquired
(321)
(1,761)
5 
Purchases of investments
— 
(32)
(1,317)
Proceeds from sales and maturities of investments
— 
1,334 
15 
Other investing activities, net
43 
6 
12 
Cash (used for) provided by investing activities - continuing operations
(849)
172 
9,004 
Financing Activities
Changes in short-term borrowings
— 
— 
(150)
Proceeds from credit facility
— 
— 
600 
Repayment of credit facility
— 
— 
(600)
Payments on long-term debt
(687)
(300)
(2,500)
Purchases of common stock and forward contracts
(500)
(2,000)
(4,375)
Proceeds from issuance of Company stock
50 
27 
88 
Employee taxes paid for share-based payment arrangements
(27)
(27)
(27)
Distributions to noncontrolling interests
(26)
(37)
(26)
Dividends paid to stockholders
(635)
(651)
(652)
Payment of excise tax on purchase of treasury stock
(21)
— 
— 
Other financing activities, net
(1)
(1)
(4)
Cash used for financing activities - continuing operations
(1,847)
(2,989)
(7,646)
Cash Flows from Discontinued Operations
Cash used for operations - discontinued operations
(474)
(273)
(661)
Cash used for investing activities - discontinued operations
— 
(33)
(81)
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.
F-9

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 
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period
— 
— 
39 
Cash, cash equivalents and restricted cash at beginning of period
2,803 
3,772 
2,076 
Cash, cash equivalents and restricted cash from continuing operations, end of period
1,892 
2,803 
3,772 
Cash, cash equivalents and restricted cash from discontinued operations, end of period
— 
— 
— 
Cash, cash equivalents and restricted cash at end of period
$
1,892  $
2,803  $
3,772 
(In millions) For the years ended December 31,
2024
2023
2022
Supplemental cash flow information
Cash paid during the year for:
Interest, net of amounts capitalized - from continuing operations
$
394  $
408  $
494 
Income taxes, net of refunds - from continuing operations
363 
360 
642 
Interest, net of amounts capitalized - from discontinued operations
— 
— 
— 
Income taxes, net of refunds - from discontinued operations
(47)
34 
202 
See Notes to the Consolidated Financial Statements.
F-10

DuPont de Nemours, Inc.
Consolidated Statements of Equity
In millions
Common Stock
Additional Paid-
in Capital
Retained Earnings
(Accumulated
Deficit)
Accumulated
Other Comp
(Loss) Income
Treasury Stock
Non-controlling
Interests
Total Equity
2022
Balance at January 1, 2022
$
5  $
49,574  $
(23,187) $
41  $
—  $
617  $
27,050 
Net income
— 
— 
5,868 
— 
— 
49 
5,917 
Other comprehensive loss
— 
— 
— 
(832)
— 
(18)
(850)
Dividends ($1.32 per common share)
— 
(652)
— 
— 
— 
— 
(652)
Common stock issued/sold
— 
88 
— 
— 
— 
— 
88 
Stock-based compensation
— 
57 
— 
— 
— 
— 
57 
Contributions from non-controlling interest
— 
— 
— 
— 
— 
2 
2 
Distributions to non-controlling interests
— 
— 
— 
— 
— 
(36)
(36)
Purchases of treasury stock
— 
— 
— 
— 
(3,725)
— 
(3,725)
Retirement of treasury stock
— 
— 
(3,725)
— 
3,725 
— 
— 
Forward contracts for share repurchase
— 
(650)
— 
— 
— 
— 
(650)
M&M Divestiture
— 
— 
— 
— 
— 
(167)
(167)
Other
— 
3 
(21)
— 
— 
1 
(17)
Balance at December 31, 2022
$
5  $
48,420  $
(21,065) $
(791) $
—  $
448  $
27,017 
2023
Net income
— 
— 
423 
— 
— 
39 
462 
Other comprehensive loss
— 
— 
— 
(119)
— 
(8)
(127)
Dividends ($1.44 per common share)
— 
(651)
— 
— 
— 
— 
(651)
Common stock issued/sold
— 
27 
— 
— 
— 
— 
27 
Stock-based compensation
— 
51 
— 
— 
— 
— 
51 
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
(1)
— 
(2,212)
— 
2,213 
— 
— 
Forward contracts for share repurchase
— 
(400)
— 
— 
— 
— 
(400)
Settlement of forward contracts for share repurchase
— 
613 
— 
— 
(613)
— 
— 
Other
— 
(1)
1 
— 
— 
4 
4 
Balance at December 31, 2023
$
4  $
48,059  $
(22,874) $
(910) $
—  $
446  $
24,725 
2024
Net income
— 
— 
703 
— 
— 
35 
738 
Other comprehensive loss
— 
— 
— 
(590)
— 
(13)
(603)
Dividends ($1.52 per common share)
— 
(635)
— 
— 
— 
— 
(635)
Common stock issued/sold
— 
50 
— 
— 
— 
— 
50 
Stock-based compensation
— 
50 
— 
— 
— 
— 
50 
Distributions to non-controlling interests
— 
— 
— 
— 
— 
(26)
(26)
Purchases of treasury stock
— 
— 
— 
— 
(400)
— 
(400)
Excise tax on purchases of treasury stock
— 
— 
(8)
— 
— 
— 
(8)
Retirement of treasury stock
— 
— 
(898)
— 
898 
— 
— 
Forward contracts for share repurchase
— 
(100)
— 
— 
— 
— 
(100)
Settlement of forward contracts for share repurchase
— 
498 
— 
— 
(498)
— 
— 
Other
— 
— 
1 
— 
— 
1 
2 
Balance at December 31, 2024
$
4  $
47,922  $
(23,076) $
(1,500) $
—  $
443  $
23,793 
See Notes to the Consolidated Financial Statements.
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Table of Contents
DuPont De Nemours, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Note
Page
1
Summary of Significant Accounting Policies
F-13
2
Recent Accounting Guidance
F-19
3
Acquisitions
F-20
4
Divestitures
F-23
5
Revenue
F-24
6
Restructuring and Asset Related Charges - Net
F-26
7
Supplementary Information
F-28
8
Income Taxes
F-29
9
Earnings Per Share Calculations
F-33
10
Accounts and Notes Receivable - Net
F-34
11
Inventories
F-34
12
Property, Plant and Equipment
F-34
13
Nonconsolidated Affiliates
F-35
14
Goodwill and Other Intangible Assets
F-35
15
Short-Term Borrowings, Long-Term Debt and Available Credit Facilities
F-38
16
Commitments and Contingent Liabilities
F-40
17
Leases
F-45
18
Stockholders' Equity
F-47
19
Pension Plans and Other Post-Employment Benefits
F-50
20
Stock-Based Compensation
F-56
21
Financial Instruments
F-61
22
Fair Value Measurements
F-63
23
Segments and Geographic Regions
F-65
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Table of Contents
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying Consolidated Financial Statements of DuPont de Nemours, Inc. ("DuPont” or the "Company”) were prepared in accordance with
accounting principles generally accepted in the United States of America (“U.S. GAAP”). The significant accounting policies described below, together with
the other notes that follow, are an integral part of the Consolidated Financial Statements.
The Consolidated Financial Statements include the accounts of the Company and subsidiaries in which a controlling interest is maintained. The Consolidated
Financial Statements also include the accounts of joint ventures that are variable interest entities ("VIEs") in which the Company is the primary beneficiary due
to the Company's power to direct the VIEs significant activities. For those consolidated subsidiaries in which the Company's ownership is less than 100
percent, the outside stockholders' interests are shown as noncontrolling interests. Investments in affiliates over which the Company has the ability to exercise
significant influence but does not have a controlling interest are accounted for under the equity method.
The Company is also involved with certain joint ventures accounted for under the equity method of accounting that are VIEs. The Company is not the primary
beneficiary, as the nature of the Company's involvement with the VIEs does not provide it the power to direct the VIEs significant activities. Future events may
require these VIEs to be consolidated if the Company becomes the primary beneficiary. 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.
DWDP Distributions
Effective August 31, 2017, E. I. du Pont de Nemours and Company ("EID") and The Dow Chemical Company ("TDCC") each merged with subsidiaries of
DowDuPont Inc. (n/k/a "DuPont”) and, as a result, EID and TDCC became subsidiaries of the Company. On April 1, 2019, the Company completed the
separation of the materials science business through the spin-off of Dow Inc., (“Dow”) including Dow’s subsidiary TDCC (the “Dow Distribution”). On June 1,
2019, the Company completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EID
(subsequently renamed EIDP, Inc. (n/k/a "EIDP")), (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”). Following
the Corteva Distribution, DuPont holds the specialty products business as continuing operations. DowDuPont Inc. changed its registered name to DuPont de
Nemours, Inc. (“DuPont”) (for certain events prior to June 1, 2019, the Company may be referred to as DowDuPont). Beginning on June 3, 2019, the
Company's common stock is traded on the New York Stock Exchange under the ticker symbol "DD."
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
On November 1, 2022, DuPont completed the previously announced divestiture of the majority of its historic Mobility & Materials segment, including the
Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”),
to Celanese Corporation (“Celanese”) for cash proceeds of $11.0 billion. On November 1, 2023, the Company closed the sale of the Delrin® business to TJC
LP ("TJC"), (the “Delrin® Divestiture”). The Delrin® Divestiture and together with the M&M Divestiture, collectively the "M&M Divestitures” and the
businesses in scope of the M&M Divestitures collectively the "M&M Businesses". See Note 4 for more information.
The 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 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, 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. 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 the M&M Businesses.
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Use of Estimates in Financial Statement Preparation
The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses
during the reporting period. The Company’s Consolidated Financial Statements include amounts that are based on management’s best estimates and judgments.
Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash equivalents represent investments with maturities of three months or less from time of purchase. They are carried at cost plus accrued interest, which
approximates fair value.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents represents trust assets, cash held in escrow and cash within qualified settlement funds. These funds are restricted as to
withdrawal or use under the terms of certain contractual agreements. Restricted cash is classified as a current or non-current asset based on the timing and
nature of when or how the cash is expected to be used. See Note 7 and 16 for further information.
Marketable Securities
Marketable securities represent investments in fixed and floating rate financial instruments with maturities greater than three months and up to twelve months
at time of purchase. Investments classified as held-to-maturity are recorded at amortized cost. The carrying value approximates fair value due to the short-term
nature of the investments.
Fair Value Measurements
Under the accounting guidance for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair value measurement.
The Company uses the following valuation techniques to measure fair value for its assets and liabilities:
Level 1
–
Quoted market prices in active markets for identical assets or liabilities;
Level 2
–
Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items
in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-
corroborated inputs);
Level 3
–
Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market
participants would use in pricing the asset or liability.
Foreign Currency Translation
The Company's worldwide operations utilize the U.S. dollar ("USD") or local currency as the functional currency, where applicable. The Company identifies its
separate and distinct foreign entities and groups the foreign entities into two categories: 1) extension of the parent or foreign subsidiaries operating in a hyper-
inflationary environment (USD functional currency) and 2) self-contained (local functional currency). 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, 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. Exchange gains and losses arising from re-measurement of
foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.
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
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Table of Contents
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.
The Company changes the functional currency of its separate and distinct foreign entities only when significant changes in economic facts and circumstances
indicate clearly that the functional currency has changed.
Interest Rate Swap Agreements
The Company has entered into a fixed-to-floating interest rate swap agreement to hedge changes in the fair value of the Company’s long-term debt due to
interest rate movements. Under the terms of the agreement, 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 and carried as fair value hedges. 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 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. 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 "Accumulated other comprehensive loss" ("AOCL"), net of amounts associated with
excluded components which are recognized in interest expense in the Consolidated Statements of Operations.
Inventories
The Company's inventories are valued at the lower of cost or net realizable value. Elements of cost in inventories include raw materials, direct labor and
manufacturing overhead. Stores and supplies are valued at cost or net realizable value, whichever is lower; cost is generally determined by the average cost
method. The Company's inventories are generally accounted for under the average cost method. The Company establishes allowances for obsolescence of
inventory based upon quality considerations and assumptions about future demand and market conditions.
In periods of abnormally low production, certain fixed costs normally absorbed into inventory are recorded directly to cost of sales in the period incurred.
Property, Plant and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is based on the estimated service lives of depreciable assets and is
calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from
service. When assets are surrendered, retired, sold, or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed from
the Consolidated Balance Sheets and included in determining gain or loss on such disposals.
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Table of Contents
Goodwill and Other Intangible Assets
The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible
assets acquired. Goodwill is tested for impairment at the reporting unit level annually during the fourth quarter, or more frequently when events or changes in
circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value.
When testing goodwill for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying value. If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the
initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative
testing is required. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in the amount by which the carrying value of
the reporting unit exceeds its fair value, limited to the amount of goodwill at the reporting unit. The Company determines fair values for each of the reporting
units using a combination of the income approach and/or market approach. Under the income approach, fair value is determined based on the 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 EBITDA multiples to determine the fair value. When applicable, third-party purchase offers may be utilized to measure fair value.
The Company applies a weighting to the market approach and income approach to determine the fair value. See Note 14 for further information on goodwill.
Indefinite-lived intangible assets are tested for impairment at least annually during the fourth quarter; however, these tests are performed more frequently when
events or changes in circumstances indicate that the asset may be impaired. When testing indefinite-lived intangible assets for impairment, the Company has
the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets is less than
carrying value. If the Company chooses not to complete a qualitative assessment for indefinite-lived intangible assets or if the initial assessment indicates that it
is more likely than not that the carrying value of indefinite-lived intangible assets exceeds the fair value, additional quantitative testing is required. Impairment
exists when carrying value exceeds fair value. The Company's fair value methodology is primarily based on discounted cash flow techniques.
Definite-lived intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 1 to 20
years. The Company continually evaluates the reasonableness of the useful lives of these assets.
Impairment and Disposals of Long-Lived Assets
The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may
not be recoverable. The carrying value of a long-lived asset group is considered for impairment when the total projected undiscounted cash flows from the
assets are separately identifiable and are less than its carrying value. In that event, a loss would be recognized based on the amount by which the carrying value
exceeds the fair value of the long-lived asset group. The Company's fair value methodology is an estimate of fair market value which is made based on prices
of similar assets or other valuation methodologies, including present value techniques. Long-lived assets to be disposed of by sale, if material, are classified as
held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other
than by sale are classified as held and used until they are disposed. Depreciation is recognized over the remaining useful life of the assets.
Acquisitions
In accordance with ASC 805, Business Combinations, acquisitions are recorded using the acquisition method of accounting. The Company includes the
operating results of acquired entities from their respective dates of acquisition. The Company recognizes and measures the identifiable assets acquired and
liabilities assumed as of the acquisition date fair value, where applicable. The excess, if any, of total consideration transferred in a business combination over
the fair value of identifiable assets acquired and liabilities assumed is recognized as goodwill. Costs incurred as a result of a business combination other than
costs related to the issuance of debt or equity securities are recorded in the period the costs are incurred.
Leases
The Company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract, in
accordance with ASC 842, Leases. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. Operating lease
right-of-use ("ROU") assets are included in "Deferred charges and other assets" on the Consolidated Balance Sheets. 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" or "Short-term borrowings" on the Consolidated
Balance Sheets.
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Table of Contents
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. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease
payments over the lease term. As most of the Company’s leases do not provide the lessor's implicit rate, the Company uses its incremental borrowing rate at the
commencement date in determining the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain those
options will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-
line basis over the lease term.
The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all asset classes.
Additionally, for certain equipment leases, the portfolio approach is applied to account for the operating lease ROU assets and lease liabilities. In the
Consolidated Statements of Operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance
leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term.
The Company has leases in which it is the lessor, these leases are classified as operating leases and lessor revenue and related expenses are not significant to
the Company’s Consolidated Balance Sheets or Consolidated Statement of Operations. Lease income is recorded in "Selling, general, and administrative
expenses" and "Research and development expenses". See Note 17 for additional information regarding the Company's leases.
Derivative Instruments
Derivative instruments are reported in the Consolidated Balance Sheets at their fair values. The Company utilizes derivatives to manage exposures to foreign
currency exchange rates and commodity prices. Changes in the fair values of derivative instruments that are not designated as hedges are recorded in current
period earnings. For derivative instruments designated as cash flow hedges, the gain or loss is reported in AOCL until it is cleared to earnings during the same
period in which the hedged item affects earnings.
In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the maturation of the hedged
transaction, the net gain or loss in AOCL generally remains in AOCL until the item that was hedged affects earnings. If a hedged transaction matures, or is sold,
extinguished, or terminated prior to the maturity of a derivative designated as a hedge of such transaction, gains or losses associated with the derivative through
the date the transaction matured are included in the measurement of the hedged transaction and the derivative is reclassified as for trading purposes. Derivatives
designated as hedges of anticipated transactions are reclassified as for trading purposes if the anticipated transaction is no longer probable.
For derivative instruments designated as net investment hedges, the gain or loss is reported as a component of Other comprehensive income (loss) and recorded
in AOCL. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated.
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably
estimated. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes
available. Accruals for environmental liabilities are included in the Consolidated Balance Sheets in "Accrued and other current liabilities" and "Other
noncurrent obligations" at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when
it is probable that a recovery will be realized and are included in the Consolidated Balance Sheets as "Accounts and notes receivable - net."
Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future
operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or
normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future
incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.
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Table of Contents
Revenue Recognition
The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the
Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are
within the scope of Revenue from Contracts with Customers (Topic 606), the Company performs the following five steps: (1) identify the contract(s) with a
customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance
obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 5 for additional information on
revenue recognition.
Cost of Sales
Cost of sales primarily includes the cost of manufacture and delivery, ingredients or raw materials, direct salaries, wages and benefits and overhead, non-
capitalizable costs associated with capital projects and other operational expenses. No amortization of intangibles is included within costs of sales.
Research and Development
Research and development costs are expensed as incurred. Research and development expense includes costs (primarily consisting of employee costs,
materials, contract services, research agreements, and other external spend) relating to the discovery and development of new products, and enhancement of
existing products.
Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily include selling and marketing expenses, commissions, functional costs, and business management
expenses.
Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional
advisory fees and other contractual transaction payments associated with the preparation and execution of activities related to strategic initiatives.
Litigation
Accruals for legal matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Legal
costs, such as outside counsel fees and expenses, are charged to expense in the period incurred.
Restructuring and Asset Related Charges
Charges for restructuring programs generally include targeted actions involving employee severance and related benefit costs, contract termination charges, and
asset related charges, which include impairments or accelerated depreciation/amortization of long-lived assets associated with such actions. Employee
severance and related benefit costs are provided to employees under the Company’s ongoing benefit arrangements. These charges are accrued during the period
when management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably
estimated. Contract termination charges primarily reflect costs to terminate a contract before the end of its term or costs that will continue to be incurred under
the contract for its remaining term without economic benefit to the Company. Asset related charges reflect impairments to long-lived assets and indefinite-lived
intangible assets no longer deemed recoverable and depreciation/amortization of long-lived assets, which is accelerated over their remaining economic lives.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future
tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change
in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date.
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, 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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Table of Contents
NOTE 2 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In September 2022, the FASB issued Accounting Standards Update No. 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04")
to enhance transparency about the use of supplier finance programs. The new guidance requires that a buyer in a supplier finance program provides additional
qualitative and quantitative disclosures about its program including the nature of the program, activity during the period, changes from period to period, and the
potential magnitude of the program. The amendments in ASU 2022-04 are effective for fiscal years beginning after December 15, 2022 on a retrospective
basis, including interim periods within those fiscal years, except for the amendment on rollforward information which is effective prospectively for fiscal years
beginning after December 15, 2023. The Company implemented the new disclosures, other than the rollforward information, as required in the first quarter of
2023. The rollforward information disclosures have been implemented as required for the year ended December 31, 2024. See Note 15 for more information.
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures" ("ASU 2023-07") to improve disclosure requirements about reportable segments and address requests from investors for additional, more detailed
information about a reportable segment’s expenses. The new guidance requires disclosures of significant segment expenses 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. The guidance requires interim and annual disclosures about a reportable segment's profit or loss and assets. Additionally, the guidance requires
disclosure of other segment items by reportable segment including a description of its composition. The amendments in ASU 2023-07 are effective for fiscal
years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. The disclosures
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. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures"
("ASU 2023-09") to improve transparency and disclosure requirements for the rate reconciliation, income taxes paid and other tax disclosures. The
amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, on a prospective basis. The disclosures will be implemented as
required for the 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.
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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.
Goodwill
The excess of the consideration for Donatelle Plastics over the preliminary net fair value of assets acquired and liabilities assumed resulted in the provisional
recognition of $114 million of goodwill, which has been assigned to the Electronics & Industrial segment. Goodwill is primarily attributable to the optimization
of the combined Electronics & Industrial segment and Donatelle Plastics businesses’ global activities across sales and manufacturing, as well as expected future
customer relationships. Donatelle Plastics goodwill will be deductible for U.S. tax purposes.
Contingent Earn-out Liability
The purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total
accumulated earn-out payments of up to $85  million. The contingent earn-out liability was measured using a Monte Carlo simulation and the primary
assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value
measurement with significant unobservable inputs, considered to be Level 3 measurements under the fair value hierarchy. The fair value of the contingent earn-
out liability at the acquisition date was $40 million.
The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are
based upon estimates of future achievement of the customer specific revenue. Changes in the fair value of the contingent earn-out liability will be recognized in
"Sundry income (expense), net" in the 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.
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Spectrum Acquisition
On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the
“Spectrum Acquisition”). Spectrum manufactures flexible packaging products, plastic and silicone extrusions, and components for the global industrial, food
and medical business sectors. Spectrum is part of the Electronics & Industrial segment. The net purchase price was approximately $1,781 million, including a
net upward adjustment of approximately $43 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 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
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
916 
Deferred charges and other assets
34 
Total Assets Acquired
$
1,226 
Fair value of liabilities assumed
Accounts payable
$
21 
Income taxes payable
17 
Deferred income tax liabilities
177 
Other noncurrent liabilities
44 
Total Liabilities Assumed
$
259 
Goodwill
814 
Total Consideration
$
1,781 
The significant fair value adjustments included in the allocation of purchase price are discussed below.
Other Intangible Assets
Other intangible assets with definite lives include acquired customer-related intangible assets of $772 million, developed technology of $126 million and
trademark/tradename of $18 million. Acquired customer-related intangible assets, developed technology, and trademark/tradename have useful lives of 20
years, 15 years, and 5 years, respectively. The customer-related intangible assets' fair value was determined using the multi-period excess earnings method
while the developed technology and trademark/tradename fair values were determined utilizing the relief from royalty method. 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.
Goodwill
The excess of the consideration for Spectrum over the net fair value of assets acquired and liabilities assumed resulted in the recognition of $814 million of
goodwill, which has been assigned to the Electronics & Industrial segment. Goodwill is primarily attributable to the optimization of the combined Electronics
& Industrial segment and Spectrum businesses’ global activities across sales and manufacturing, as well as expected future customer relationships. Spectrum
goodwill will not be deductible for U.S. tax purposes.
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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Terminated Intended Rogers Corporation Acquisition
On November 1, 2022, the Company announced the termination of the agreement to acquire all the outstanding shares of Rogers Corporation (“Rogers”) for
about $5.2 billion, as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers Corporation
Acquisition"). DuPont paid Rogers a termination fee of $162.5 million in accordance with the agreement on November 2, 2022. The termination fee was
recognized as a charge in the fourth quarter of 2022 and recorded in the "Acquisition, integration and separation costs" within the Consolidated Statements of
Operations.
Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional
advisory fees and other contractual transaction payments. For the year ended December 31, 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. 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.
(In millions) For the years ended December 31,
2024
2023
2022
Acquisition, integration and separation costs
$
168  $
20  $
193 
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Table of Contents
NOTE 4 - DIVESTITURES
Mobility & Materials Divestitures
On November 1, 2022, (the "Transaction Date") DuPont completed the previously announced divestiture of the majority of the historic Mobility & Materials
segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the
“M&M Divestiture”). The Company had previously entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation
("Celanese") on February 17, 2022, for consideration of $11.0  billion. Cash received on the Transaction Date, as adjusted for preliminary and other
adjustments, was $11.0  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”). On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the
“Delrin® Divestiture”). DuPont received cash proceeds of approximately $1.28  billion, which includes certain customary transaction adjustments, a note
receivable in the amount of $350 million and acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”). The customary
transaction adjustments primarily relate to $27 million of cash transferred with the Delrin® Divestiture for which DuPont was reimbursed at closing resulting
in net cash proceeds of $1.25 billion. TJC, through its subsidiaries, holds the 80.1 percent controlling interest in Derby. The Company accounts for its equity
interest in Derby as an equity method investment based upon its non-controlling equity interest, its $350 million intra-entity note receivable owed by an
indirect, wholly owned subsidiary of Derby and its representation on the Derby board of directors. The note receivable has a maturity date of November 2031.
The Company has limited continuing involvement with Derby including short term transition service agreements and insignificant sales to the Delrin®
business.
As a result of the Delrin® Divestiture, and included as part of the $419 million gain on the sale, the Company initially recognized the 19.9 percent equity
interest and the $350 million note receivable at fair values of $121 million and $224 million, respectively, which are recorded in "Investments and noncurrent
receivables" in the Consolidated Balance Sheets. The fair value of the equity interest was determined using the enterprise value based on sales proceeds and a
market approach primarily based on restricted stock studies. The fair value of the note receivable was determined using a market approach primarily based on
current market interest rates for similar credit facilities and the duration of the note.
The Company determined the sales of the M&M Businesses represent a strategic shift that has a major effect on the Company’s operations and results. For the
years ended December 31, 2023 and 2022 the Company recognized an after-tax gain of $480 million and $5 billion, respectively, recorded in "(Loss) income
from discontinued operations, net of tax" in the Company's Consolidated Statement Operations. For the year ended December 31, 2023, $419 million is related
to the gain on the sale of Delrin®, which is included in the Consolidated Statements of Cash Flows. The results of operations of the M&M Businesses are
presented as discontinued operations as summarized below for all periods. The M&M Divestiture is reflected through the Transaction Date and the Delrin®
Divestiture is reflected through November 1, 2023:
For the Years Ended December 31,
In millions
2023
2022
Net sales
$
460  $
3,532 
Cost of sales
295 
2,712 
Research and development expenses
3 
46 
Selling, general and administrative expenses
2 
127 
Amortization of intangibles
— 
28 
Acquisition, integration and separation costs 
195 
555 
Equity in earnings of nonconsolidated affiliates
— 
(9)
Sundry income (expense) - net
9 
4 
(Loss) income from discontinued operations before income taxes
$
(26) $
59 
Provision for income taxes on discontinued operations
31 
128 
(Loss) income from discontinued operations, net of tax
$
(57) $
(69)
Net (loss) income from discontinued operations attributable to noncontrolling interests
— 
(4)
Gain on sale, net of tax 
480 
5,024 
Income from discontinued operations attributable to DuPont stockholders, net of tax
$
423  $
4,959 
1. Includes costs related to the M&M Divestitures for all periods presented.
2. Gain includes purchase price adjustments related to the M&M Divestitures in 2023.
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2
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Table of Contents
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. Refer to Note 14 for additional information. During each reporting
period that the M&M Divestiture and Delrin® disposal groups were classified as held for sale, the Company assessed whether the fair value less cost to sell
were less than the carrying value of each disposal group.
Pursuant to the Transaction Agreement, liabilities and assets related to the M&M Divestiture could not be directly assumed by Celanese and as a result,
transferred by way of indemnification between both parties. In addition, pursuant to the Transaction Agreement, DuPont indemnifies Celanese against certain
litigation, environmental, workers' compensation and other liabilities that arose prior to the transaction.
Other Discontinued Operations Activity
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:
For the Years Ended December 31,
In millions
2024
2023
2022
M&M Divestitures
$
(27) $
423  $
4,955 
MOU Activity 
(36)
(426)
(74)
Indemnification activity - environmental and legal 
(24)
(50)
— 
Tax related matters 
57 
— 
— 
Other
(10)
(18)
(25)
(Loss) income from discontinued operations, net of tax
$
(40) $
(71) $
4,856 
1. The year ended December 31, 2024 primarily includes separation costs and purchase price adjustments.
2. Includes the activity subject to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva Inc ("Corteva"), E. I. 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.
3. Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between Corteva and EIDP. For additional information on these matters, refer to Note 16.
4. The year ended December 31, 2024 includes tax indemnification activity associated with divested businesses.
Biomaterials
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. Total consideration received related to the sale was approximately $240 million. 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 year ended December 31, 2022, the results of operations of the Biomaterials business unit are reported in Corporate & Other.
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.
Revenue from product sales is recognized when the customer obtains control of the Company’s product, which occurs at a point in time, usually upon
shipment, with payment terms typically in the range of 30 to 60 days after invoicing depending on business and geographic region. The Company elected the
practical expedient to not adjust the amount of consideration for the effects of a significant financing component for all instances in which the period between
payment and transfer of the goods will be one year or less. When the Company performs shipping and handling activities after the transfer of control to the
customer (e.g., when control transfers prior to shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related
revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The
Company elected to use the practical expedient to expense cash and non-cash sales incentives as the amortization period for the costs to obtain the contract
would have been one year or less.
 1
2
3
4
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The transaction price includes estimates for reductions in revenue from customer rebates and rights of return on product sales. These amounts are estimated
based upon the most likely amount of consideration to which the customer will be entitled. All estimates are based on historical experience, anticipated
performance, and the Company’s best judgment at the time to the extent it is probable, that a significant reversal of revenue recognized will not occur. All
estimates for variable consideration are reassessed periodically.
For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative
standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.
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. Refer to Note 23 for the breakout of net sales by geographic
region.
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 
Interconnect Solutions
1,822 
1,688 
2,045 
Semiconductor Technologies
2,186 
1,893 
2,239 
Electronics & Industrial
$
5,930  $
5,337  $
5,917 
Safety Solutions
$
2,375  $
2,519  $
2,649 
Shelter Solutions
1,640 
1,655 
1,815 
Water Solutions
1,408 
1,459 
1,493 
Water & Protection
$
5,423  $
5,633  $
5,957 
Retained Businesses 
$
1,033  $
1,098  $
1,067 
Other 
— 
— 
76 
Corporate & Other
$
1,033  $
1,098  $
1,143 
Total
$
12,386  $
12,068  $
13,017 
1. Net sales reflected in Retained Businesses includes the Auto Adhesives & Fluids, Multibase
 and Tedlar® businesses.
2. Net sales reflected in Other includes activity of the previously divested Biomaterials business.
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 for the years ended December  31, 2024 and 2023 from amounts included in contract liabilities at the beginning of the period was
insignificant. The Company did not recognize any asset impairment charges related to contract assets during the period.
Contract Balances
December 31, 2024
December 31, 2023
In millions
Accounts receivable - trade 
$
1,561  $
1,543 
Deferred revenue - current 
$
2  $
1 
Deferred revenue - non-current 
$
36  $
22 
1. Included in "Accounts and notes receivable - net" in the Consolidated Balance Sheets.
2. Included in "Accrued and other current liabilities" in the Consolidated Balance Sheets.
3. Included in "Other noncurrent obligations" in the Consolidated Balance Sheets.
1
2
TM
1
2
3
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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 $87 million, $146 million and $155 million for the years ended December  31, 2024, 2023 and 2022,
respectively. These charges were recorded in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations. The total liability
related to restructuring programs was $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:
2023-2024 Restructuring Program
In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to
further simplify certain organizational structures following the Spectrum acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program").
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:
2023-2024 Restructuring Program Charges by Segment
2024
2023
(In millions) For the Year Ended December 31,
Electronics & Industrial
$
2  $
21 
Water & Protection
50 
57 
Corporate & Other
37 
32 
Total
$
89  $
110 
The following table summarizes the activities related to the 2023-2024 Restructuring Program:
2023-2024 Restructuring Program
Severance and
Related Benefit Cost
Asset Related
Charges
Total
In millions
Reserve balance at December 31, 2022
$
—  $
—  $
— 
Restructuring charges
80 
30 
110 
Reductions against the reserve
(1)
(30)
(31)
Reserve balance at December 31, 2023
$
79  $
—  $
79 
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
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 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.
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The following table summarizes the charges incurred by segment related to the 2022 Restructuring Program:
2022 Restructuring Program Charges by Segment
2024
2023
2022
(In millions) For the years ended December 31,
Electronics & Industrial
$
3  $
29  $
23 
Water & Protection
— 
(2)
16 
Corporate & Other
(5)
8 
22 
Total
$
(2) $
35  $
61 
At December 31, 2024 and 2023, total liabilities related to the 2022 Restructuring Program were $1 million and $27 million for severance and related benefit
costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets. Actions related to the 2022 Restructuring Program are
substantially complete.
Equity Method Investment Impairment Related Charges
In connection with the M&M Divestitures, in the first quarter of 2022 a portion of an equity method investment was reclassified to “Assets of discontinued
operations” within the Consolidated Balance Sheets. The reclassification served as a triggering event requiring the Company to perform an impairment analysis
on the retained portion of the equity method investment held within “Investments and noncurrent receivables” on the Consolidated Balance Sheets. 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 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. As a result, the Company concluded the impairment was
other-than-temporary and, in March 2022, recorded a pre-tax impairment charge of $94 million ($65 million net of tax) in “Restructuring and asset related
charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2022 related to the Electronics & Industrial segment. No
impairment was required to be recorded for the portion of the equity method investment previously included within “Assets of discontinued operations.”
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Table of Contents
NOTE 7 - SUPPLEMENTARY INFORMATION
Sundry Income (Expense) - Net
(In millions) For the years ended December 31,
2024
2023
2022
Non-operating pension and other post-employment benefit ("OPEB") credits (costs)
$
18  $
(9) $
28 
Interest income 
73 
155 
50 
Net gain on divestiture and sales of other assets and investments
20 
19 
78 
Foreign exchange gains (losses), net
3 
(73)
15 
Loss on debt extinguishment 
(74)
— 
— 
Interest rate swap mark-to-market loss 
(138)
— 
— 
Miscellaneous income (expenses) - net
22 
10 
20 
Sundry income (expense) - net
$
(76) $
102  $
191 
1. 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.
2. 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.
3. The year ended December 31, 2024 primarily reflects income related to gains on sale of intellectual property.
4. 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.
5. 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.
6. Reflects the loss on the partial redemption of an aggregate principal amount of the 2038 Notes. Refer to Note 15 for further details.
7. 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, 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.
Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the Consolidated Balance Sheets were $1,031 million at December 31, 2024 and $1,269 million at December 31,
2023. "Accrued and other current liabilities" at December 31, 2023 includes approximately $405 million related to a settlement agreement further discussed in
Note 16. Accrued payroll, which is a component of "Accrued and other current liabilities" was $383  million at December  31, 2024 and $250 million at
December 31, 2023. No other component of "Accrued and other current liabilities" was more than five percent of total current liabilities at December 31, 2024
and 2023.
1, 2
 3, 4, 5
6
7
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NOTE 8 - INCOME TAXES
Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income Taxes
2024
2023
2022
(In millions) For the years ended December 31,
(Loss) income from continuing operations before income taxes
Domestic
$
(505) $
(695) $
(308)
Foreign
1,697 
1,199 
1,756 
Income from continuing operations before income taxes
$
1,192  $
504  $
1,448 
Current tax expense
Federal
$
148  $
80  $
211 
State and local
16 
9 
7 
Foreign
389 
246 
373 
Total current tax expense
$
553  $
335  $
591 
Deferred tax (benefit) expense
Federal
$
(141) $
(24) $
(191)
State and local
(31)
(27)
(16)
Foreign
33 
(313)
3 
Total deferred tax benefit
$
(139) $
(364) $
(204)
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
2024
2023
2022
(In millions) For the years ended December 31,
Statutory U.S. federal income tax rate
21.0 %
21.0 %
21.0 %
Equity earning effect
(0.4)
(1.2)
0.2 
Foreign income taxed at rates other than the statutory U.S. federal income tax rate
2.8 
4.9 
(3.9)
U.S. tax effect of foreign earnings and dividends
4.6 
13.0 
5.0 
Unrecognized tax benefits
(0.1)
(0.1)
1.0 
Acquisitions, divestitures and ownership restructuring activities
9.0 
(64.4)
2.5 
Exchange gains/losses
1.5 
(1.1)
0.4 
State and local income taxes
(0.6)
(2.8)
0.2 
Change in valuation allowance
0.5 
— 
— 
Goodwill impairments
— 
33.5 
— 
Stock-based compensation
0.2 
(1.0)
(0.2)
Foreign-derived intangible income (FDII)
(1.9)
(6.0)
(2.0)
Other - net
(1.9)
(1.6)
2.5 
Effective tax rate
34.7 %
(5.8)%
26.7 %
1. 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.
2. 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 Balances at December 31,
2024
2023
(In millions)
Deferred tax assets:
Tax losses and credit carryforwards
$
800  $
870 
Lease liability
98 
116 
Pension and postretirement benefit obligations
98 
46 
Other accruals and reserves
124 
131 
Research and development
268 
218 
Inventory
7 
16 
Other – net
254 
202 
Gross deferred tax assets
$
1,649  $
1,599 
Valuation allowances 
(772)
(738)
Total deferred tax assets
$
877  $
861 
Deferred tax liabilities:
Investments
(176)
(204)
Unrealized exchange losses, net
(36)
(17)
Operating lease asset
(98)
(116)
Property
(360)
(343)
Intangibles
(876)
(999)
Total deferred tax liabilities
$
(1,546) $
(1,679)
Total net deferred tax liability
$
(669) $
(818)
1. 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. federal income tax purposes. The Company and
its subsidiaries own in aggregate 100 percent of DuPont Specialty Products USA, LLC and the assets and liabilities of DuPont Specialty Products USA, LLC
are included in the Consolidated Financial Statements of the Company.
Operating Loss and Tax Credit Carryforwards
Deferred Tax Asset
(In millions) As of December 31,
2024
2023
Operating loss carryforwards
Expire within 5 years
$
5  $
40 
Expire after 5 years or indefinite expiration
617 
624 
Total operating loss carryforwards
$
622  $
664 
Tax credit carryforwards
Expire within 5 years
$
40  $
37 
Expire after 5 years or indefinite expiration
138 
169 
Total tax credit carryforwards
$
178  $
206 
Total Operating Loss and Tax Credit Carryforwards
$
800  $
870 
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Total Gross Unrecognized Tax Benefits
2024
2023
2022
(In millions)
Total unrecognized tax benefits at January 1,
$
473  $
470  $
351 
Decreases related to positions taken on items from prior years
(32)
(4)
(4)
Increases related to positions taken on items from prior years
17 
3 
4 
Increases related to positions taken in the current year
5 
18 
164 
Settlement of uncertain tax positions with tax authorities
(21)
(10)
(10)
Decreases due to expiration of statutes of limitations
(5)
(9)
— 
Exchange (gain) loss
(9)
5 
(9)
Divestiture of M&M
— 
— 
(26)
Total unrecognized tax benefits at December 31,
$
428  $
473  $
470 
Total unrecognized tax benefits that, if recognized, would impact the effective tax rate of
continuing operations
$
284  $
329  $
338 
Total amount of interest and penalties (benefit) recognized in "Provision for (benefit from)
income taxes on continuing operations"
$
7  $
8  $
3 
Total accrual for interest and penalties associated with unrecognized tax benefits
$
43  $
28  $
16 
1. Total unrecognized tax benefits includes $140 million, $141 million and $128 million of benefits related to discontinued operations at December 31, 2024, 2023 and 2022.
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.
Tax years that remain subject to examination for the Company’s major tax jurisdictions are shown below:
Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2024
Earliest Open Year
Jurisdiction
Brazil
2019
Canada
2017
China
2014
Denmark
2020
Germany
2019
Japan
2018
The Netherlands
2019
Switzerland
2019
United States:
Federal income tax
2012
State and local income tax
2012
1. The U.S. Federal income tax jurisdiction is open back to 2012 with respect to EIDP pursuant to the DWDP Tax Matters Agreement.
Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $7,024 million as of
December 31, 2024. In addition to the U.S. federal tax imposed by the Tax Cuts and Jobs Act ("The Act") on all accumulated unrepatriated earnings through
December 31, 2017, The Act introduced additional U.S. federal tax on foreign earnings, effective as of January 1, 2018. The undistributed foreign earnings at
December 31, 2024 may still be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. It is not practicable to calculate the
unrecognized deferred tax liability on undistributed foreign earnings due to the complexity of the hypothetical calculation.
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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
The Company recorded a deferred tax benefit of $324 million for the year ended December 31, 2023, in connection with certain internal restructurings. These
restructurings in certain instances relied upon legal entity and asset valuations. The aforementioned tax benefit is included in “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 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. See Note 4 for additional information on the M&M Divestitures.
Laird PM Acquisition
In connection with the integration of Laird PM, the Company completed certain internal restructurings that were determined to be tax free under the applicable
sections of the Internal Revenue Code. If the aforementioned transactions were to fail to qualify for non-recognition treatment for U.S. federal income tax
purposes, then the Company could be subject to significant tax liability.
N&B Transaction
Certain internal distributions and reorganizations that occurred during 2021 and 2020 in preparation for the N&B Transaction and the external distribution in
2021 qualified as tax-free transactions under the applicable sections of the Internal Revenue Code. If the aforementioned transactions were to fail to qualify for
non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax liability. Under the N&B Tax Matters
Agreement, the Company would generally be allocated such liability and not be indemnified, unless certain non qualifying actions are undertaken by N&B or
IFF. To the extent that the Company is responsible for any such liability, there could be a material adverse impact on the Company's business, financial
condition, results of operations and cash flows in future reporting periods.
DWDP
For periods between the DWDP Merger and the DWDP Distributions, DuPont's consolidated federal income tax group and consolidated tax return included the
Dow and Corteva entities. Generally, the consolidated tax liability of the DuPont U.S. tax group for each year was apportioned among the members of the
consolidated group in accordance with the terms of the Amended and Restated DWDP Tax Matters Agreement. DuPont, Corteva and Dow intend that to the
extent Federal and/or State corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and
payable generated from the use of the other party’s sub-group attributes will be in accordance with the Amended and Restated DWDP Tax Matters Agreement.
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NOTE 9 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the years ended December 31, 2024, 2023 and 2022:
Net Income for Earnings Per Share Calculations - Basic & Diluted
In millions
2024
2023
2022
Income from continuing operations, net of tax
$
778  $
533  $
1,061 
Net income from continuing operations attributable to noncontrolling interests
35 
39 
53 
Income from continuing operations attributable to common stockholders
$
743  $
494  $
1,008 
(Loss) income from discontinued operations, net of tax
(40)
(71)
4,856 
Net loss from discontinued operations attributable to noncontrolling interests
— 
— 
(4)
(Loss) income from discontinued operations attributable to common stockholders
(40)
(71)
4,860 
Net income available to common stockholders
$
703  $
423  $
5,868 
Earnings Per Share Calculations - Basic
Dollars per share
2024
2023
2022
Earnings from continuing operations attributable to common stockholders
$
1.77  $
1.10  $
2.02 
(Loss) earnings from discontinued operations, net of tax
(0.10)
(0.16)
9.75 
Earnings available to common stockholders
$
1.68  $
0.94  $
11.77 
Earnings Per Share Calculations - Diluted
Dollars per share
2024
2023
2022
Earnings from continuing operations attributable to common stockholders
$
1.77  $
1.09  $
2.02 
(Loss) earnings from discontinued operations, net of tax
(0.10)
(0.16)
9.73 
Earnings available to common stockholders 
$
1.67  $
0.94  $
11.75 
Share Count Information
Shares in Millions
2024
2023
2022
Weighted-average common shares - basic
419.2 
449.9 
498.5 
Plus dilutive effect of equity compensation plans
1.4 
1.3 
0.9 
Weighted-average common shares - diluted
420.6 
451.2 
499.4 
Stock options, restricted stock units, and performance-based restricted stock units excluded from
EPS calculations 
1.1 
2.6 
4.1 
1. Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders. As a
result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.
2. These outstanding options to purchase shares of common stock, restricted stock units and performance based restricted stock units were excluded from the calculation of diluted earnings per share
because the effect of including them would have been antidilutive.
 1
1
2
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NOTE 10 - ACCOUNTS AND NOTES RECEIVABLE - NET
In millions
December 31, 2024
December 31, 2023
Accounts receivable – trade 
$
1,534  $
1,513 
Income tax receivable
81 
301 
Other 
584 
556 
Total accounts and notes receivable - net
$
2,199  $
2,370 
1. Accounts receivable – trade is net of allowances of $26 million at December 31, 2024 and $40 million at December 31, 2023. Allowances are equal to the estimated uncollectible amounts and
current expected credit loss. That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.
2. Other includes receivables in relation to value added tax, indemnification assets, general sales tax and other taxes, and other receivables. No individual group represents more than ten percent of
total receivables.
Accounts receivable are carried at amounts that approximate fair value.
NOTE 11 - INVENTORIES
In millions
December 31, 2024
December 31, 2023
Finished goods
$
1,162  $
1,184 
Work in process
509 
487 
Raw materials
332 
350 
Supplies
127 
126 
Total inventories
$
2,130  $
2,147 
NOTE 12 - PROPERTY, PLANT AND EQUIPMENT
Estimated Useful Lives
(Years)
December 31, 2024
December 31, 2023
In millions
Land and land improvements
1 -
25
$
455  $
449 
Buildings
1 -
50
2,238 
2,121 
Machinery, equipment, and other
1 -
25
7,657 
7,306 
Construction in progress
606 
849 
Total property, plant and equipment
$
10,956  $
10,725 
Total accumulated depreciation
$
5,188  $
4,841 
Total property, plant and equipment - net
$
5,768  $
5,884 
In millions
2024
2023
2022
Depreciation expense
$
599  $
547  $
545 
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NOTE 13 - NONCONSOLIDATED AFFILIATES
The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates") are recorded in "Investments and other
noncurrent receivables" in the Consolidated Balance Sheets. The Company's net investment in nonconsolidated affiliates at December  31, 2024 and
December 31, 2023 is $778 million and $788 million, respectively. In the fourth quarter of 2023, the Company acquired an equity interest in Derby Group
Holdings LLC ("Derby"). See Note 4 and below for further information. In the first quarter of 2022, the Company recorded an other-than-temporary
impairment on an equity method investment. See Note 6 for more information.
The Company's dividends received from nonconsolidated affiliates is shown in the following table:
Dividends Received from Nonconsolidated Affiliates
2024
2023
2022
(In millions) For the years ended December 31,
Dividends from nonconsolidated affiliates
$
73  $
71  $
103 
The Company had an ownership interest in seven nonconsolidated affiliates, with ownership interest (direct and indirect) ranging from 19.9 percent to 50
percent at December 31, 2024.
Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the years ended December 31, 2024, 2023 and 2022. Purchases from
nonconsolidated affiliates represented less than 3 percent of “Cost of sales” for the years ended December 31, 2024 and 2023 and less than 4 percent for the
year ended December 31, 2022.
Derby Equity Interest
As a result of the Delrin® Divestiture, on November 1, 2023, the Company received a 19.9 percent non-controlling equity interest in Derby. The financial
results of Derby, subsequent to the transaction date, are included in DuPont's Consolidated Financial Statements with a three-month lag, using the equity
method of accounting and with intercompany profits eliminated in accordance with DuPont’s accounting policy. 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
The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023:
Electronics &
Industrial
Water & Protection Corporate & Other
Total
In millions
Balance at December 31, 2022
$
9,397  $
6,656  $
610  $
16,663 
Goodwill recognized for Spectrum Acquisition 
818 
— 
— 
818 
Currency Translation Adjustment
(10)
48 
5 
43 
Impairment
— 
(804)
— 
(804)
Balance at December 31, 2023
$
10,205  $
5,900  $
615  $
16,720 
Goodwill recognized for Donatelle Plastics Acquisition 
114 
— 
— 
114 
Goodwill recognized for Spectrum Acquisition 
(4)
— 
— 
(4)
Currency Translation Adjustment
(113)
(145)
(9)
(267)
Other
4 
— 
— 
4 
Balance at December 31, 2024
$
10,206  $
5,755  $
606  $
16,567 
1. On August 1, 2023, DuPont completed the acquisition of Spectrum, which is included in the Electronics & Industrial segment. See Note 3 for additional information.
2. 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.
3. In the third quarter 2024, the Company finalized the working capital settlements which impacted the residual goodwill recorded. See Note 3 for additional information.
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2
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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. As a result of the related acquisition method of accounting in connection with the DWDP Merger, EIDP’s assets and
liabilities were measured at fair value resulting in increases to the Company’s goodwill and other intangible assets. 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
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, 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 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.
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Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
December 31, 2024
December 31, 2023
In millions
Gross
Carrying
Amount
Accum Amort
Net
Gross
Carrying
Amount
Accum Amort
Net
Intangible assets with finite lives:
  Developed technology
$
1,975  $
(1,124) $
851  $
2,079  $
(1,092) $
987 
  Trademarks/tradenames
901 
(451)
450 
924 
(414)
510 
  Customer-related
5,868 
(2,623)
3,245 
5,815 
(2,329)
3,486 
  Other
27 
(7)
20 
28 
(1)
27 
Total other intangible assets with finite lives
$
8,771  $
(4,205) $
4,566  $
8,846  $
(3,836) $
5,010 
Intangible assets with indefinite lives:
  Trademarks/tradenames
804 
— 
804 
804 
— 
804 
Total other intangible assets with indefinite lives
$
804  $
—  $
804  $
804  $
—  $
804 
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.
The following table provides the net carrying value of other intangible assets:
Net Intangibles
December 31, 2024
December 31, 2023
In millions
Electronics & Industrial 
$
3,337  $
3,521 
Water & Protection
1,957 
2,206 
Corporate & Other
76 
87 
Total
$
5,370  $
5,814 
1.Includes intangible assets acquired as part of the Donatelle and Spectrum Acquisitions. See Note 3 for additional information.
Total estimated amortization expense for the next five fiscal years is as follows:
Estimated Amortization Expense
In millions
2025
$
555 
2026
$
527 
2027
$
480 
2028
$
427 
2029
$
337 
1
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NOTE 15 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES AND OTHER 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
(In millions)
Long-term debt due within one year 
$
1,848  $
— 
1. Presented net of current portion of unamortized debt issuance costs.
Long-Term Debt
December 31, 2024
December 31, 2023
In millions
Amount
Weighted Average
Rate
Amount
Weighted Average
Rate
Promissory notes and debentures :
  Final maturity 2025
$
1,850 
4.49 % $
1,850 
4.49 %
  Final maturity 2028
2,250 
4.73 %
2,250 
4.73 %
  Final maturity 2030 and thereafter 
3,102 
5.47 %
3,741 
5.46 %
Other facilities:
Finance lease obligations
9 
10 
Less: Unamortized debt discount and issuance costs
40 
51 
Less: Long-term debt due within one year
1,848 
— 
Total
$
5,323 
$
7,800 
1. Represents senior unsecured notes (the "2018 Senior Notes"), which are senior unsecured obligations of the Company.
2. 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.
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, 2024
Total
In millions
2025
$
1,850 
2026
$
— 
2027
$
— 
2028
$
2,250 
2029
$
— 
The estimated fair value of the Company's long-term borrowings was determined using Level 2 inputs within the fair value hierarchy, as described in Note 22.
Based on quoted market prices for the same or similar issues, or on current rates offered to the Company for debt of the same remaining maturities, the fair
value of the Company's long-term borrowings, not including long-term debt due within one year, was $5,368 million and $7,995 million at December 31, 2024
and 2023, respectively.
Available Committed Credit Facilities
The following table summarizes the Company's credit facilities:
Committed and Available Credit Facilities at December 31, 2024
In millions
Effective Date
Committed
Credit
Credit
Available
Maturity Date
Interest
Five-Year Revolving Credit Facility
April 2022 $
2,500  $
2,484 
April 2027
Floating Rate
2024 $1B Revolving Credit Facility
May 2024
1,000 
1,000 
May 2025
Floating Rate
Total Committed and Available Credit Facilities
$
3,500  $
3,484 
In July 2022, the Company drew down $600  million under the 2022 $1B 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.
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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 $1B 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.
Uncommitted Credit Facilities and Outstanding Letters of Credit
Unused bank credit lines on uncommitted credit facilities were approximately $650 million at December 31, 2024. These lines are available to support short-
term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were approximately $124 million at December 31,
2024. These letters of credit support commitments made in the ordinary course of business.
Debt Covenants and Default Provisions
The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain
limitations. The 2018 Senior Notes also contain customary default provisions. The Five-Year Revolving Credit Facility and the 2024 $1B Revolving Credit
Facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not
exceed 0.60. At December 31, 2024, the Company was in compliance with this financial covenant. There were no material changes to the debt covenants and
default provisions at December 31, 2024.
Supplier Financing
The Company and certain of its designated suppliers, at their sole discretion, participate in a supplier financing program with a financial institution serving as
an intermediary. Under this program, the Company agrees to pay the financial institution the stated amount of confirmed invoices from its designated suppliers
on the same terms and on the original maturity dates of the confirmed invoices, which have a weighted average payment term of approximately 110 days. The
Company does not pay any annual subscription or service fee to the financial institution, nor does the Company reimburse its suppliers for any costs they incur
to participate in the program. The Company’s obligations are not impacted by the suppliers’ decision to participate in this program. The Company or the
financial institution may terminate the agreement upon at least 30 days’ notice. The amount of invoices outstanding confirmed as valid under the supplier
financing programs 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
In millions
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
$
104 
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NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES
Litigation, Environmental Matters, and Indemnifications
The Company and certain subsidiaries are involved in various lawsuits, claims and environmental actions that have arisen in the normal course of business with
respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, as well as possible obligations to investigate and
mitigate the effects on the environment of the disposal or release of certain substances at various sites. In addition, in connection with divestitures and the
related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in
connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which
typically pertain to environmental, tax and product liabilities, is generally indefinite. The Company records liabilities for ongoing and indemnification matters
when the information available indicates that it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.
As of 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.
PFAS Stray Liabilities: Future Eligible PFAS Costs
On July 1, 2015, EIDP, a Corteva subsidiary since June 1, 2019, completed the separation of EIDP’s Performance Chemicals segment through the spin-off of
Chemours to holders of EIDP common stock (the “Chemours Separation”). On June 1, 2019, the Company completed the separation of its agriculture business
through the spin-off of Corteva, Inc. (“Corteva”), including Corteva’s subsidiary EIDP.
On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into the MOU pursuant to which the parties have agreed to release certain claims
that had been raised by Chemours including any claims arising out of or resulting from the process and manner in which EIDP structured or conducted the
Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours
Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU.
Pursuant to the MOU, the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain
PFAS out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of
Qualified Spend, as defined in the MOU, is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU. PFAS refers to per- or
polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”).
The parties have agreed that, during the term of this sharing arrangement, Qualified Spend up to $4 billion will be borne 50 percent by Chemours and 50
percent, up to a cap of $2 billion, by the Company and Corteva. The Company and Corteva will split their 50 percent of Qualified Spend in accordance with the
Agreements; accordingly, the Company's portion of the $2 billion is approximately $1.4 billion. At December 31, 2024, the Company had paid Qualified Spend
of approximately $605 million against its portion of the $2 billion cap. After the term of this arrangement, Chemours’ indemnification obligations under the
Chemours Separation Agreement would continue unchanged.
In order to support and manage any potential future eligible PFAS costs, the parties also agreed to establish an escrow account (the "MOU Escrow Account").
The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 million and DuPont and Corteva
shall together deposit $100 million in the aggregate into the MOU Escrow Account and (2) no later than September 30 of each subsequent year through and
including 2028, Chemours shall deposit $50 million and DuPont and Corteva shall together deposit $50 million in the aggregate into the MOU Escrow
Account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any calendar year beginning with 2022
through and including 2028. Additionally, if on December 31, 2028, the balance in the MOU Escrow Account (including interest) is less than $700 million,
Chemours will make 50 percent of the deposits and DuPont and Corteva
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together will make 50 percent of the deposits necessary to restore the balance to $700 million. Such payments will be made in a series of consecutive annual
equal installments commencing on September 30, 2029 pursuant to the replenishment terms set forth in the MOU.
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; or (ii) Non-PFAS Stray Liabilities, (and together with PFAS Stray Liabilities, the “EIDP Stray Liabilities”).
The Agreements provide that the Company and Corteva will each bear a certain percentage of the Indemnifiable Losses, described below, rising from EIDP
Stray Liabilities and that the percentage changes upon each company meeting its respective threshold of $150  million for PFAS Stray Liabilities and
$200 million for EIDP Stray Liabilities. In addition, for certain Non-PFAS Liabilities, (“Specified Spend Non-PFAS Liabilities”), Corteva must spend specified
amounts before costs associated with such matter will be considered Indemnifiable Losses.
The Agreements provide that the Company and Corteva each bear 50 percent of the first $300 million ($150 million) of total Indemnifiable Losses related to
PFAS Stray Liabilities. In 2023, the companies met their respective $150 million threshold, and as a result the Company bears 71 percent of Indemnifiable
Losses related to PFAS Stray Liabilities and Corteva bears 29 percent. At 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. Corteva has
met its $200 million threshold. As a result, until the Company meets its $200 million threshold, it is responsible for managing the Non-PFAS Stray Liabilities,
excluding Specified Spend Non-PFAS Liabilities for which Corteva has not reached its specified spend amount, and is bearing all Indemnifiable Losses
associated with such Non-PFAS Stray Liabilities. 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.
Indemnifiable Losses, as defined in the DWDP Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and
other professionals’ fees and expenses incurred in the investigation or defense of EIDP Stray Liabilities.
In connection with the MOU and the Agreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:
Indemnification Related Liabilities Associated with the MOU
In millions
December 31, 2024 December 31, 2023
Balance Sheet Classification
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 
$
222  $
206 
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").
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.
1
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In 2004 EIDP's reached a settlement in Leach v. E.I. 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; kidney cancer; testicular cancer; thyroid disease; ulcerative
colitis; and diagnosed high cholesterol. After the panel reported its findings, approximately 3,550 personal injury lawsuits filed in Ohio and West Virginia state
and federal courts, were consolidated in multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”). In 2017, Chemours
and EIDP settled the Ohio MDL for $670 million.
Post the 2017 settlement, approximately 100 additional cases were filed. 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.
In July 2021, Chemours, Corteva (for itself and EIDP) and DuPont reached a resolution with the State of Delaware for $50 million among other consideration,
that avoids litigation and addresses potential natural resources damages from known historical and current releases by the companies in or affecting Delaware.
In 2022, the companies paid the settlement consistent with the MOU. DuPont's share was $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 claims alleging that
EIDP's transfer of certain PFAS liabilities to Chemours resulted in a fraudulent conveyance or voidable transaction. With the exception of the fraudulent
conveyance claims, which are excluded from the MOU, legal fees, expenses, costs, and any potential liabilities for eligible PFAS costs presented by the
following matters will be shared in accordance with the MOU between Chemours, EIDP, Corteva and DuPont.
Beginning in April 2019, lawsuits alleging damages from the use of PFAS-containing aqueous film-forming foams (“AFFF”) were filed against EIDP and
Chemours, and companies such as 3M that made AFFF. The majority of these lawsuits were consolidated in a multi-district litigation (the “AFFF MDL”)
captioned In Re: Aqueous Film Forming Foams (AFFF) Products Liability Litigation that is pending in the United States District Court for the District of
South Carolina (the “Court”). The matters pending in the AFFF MDL allege damages as a result of contamination, in most cases allegedly from migration from
airports or military installations, or personal injury from exposure to AFFF. The plaintiffs in the MDL include, among others, water districts, individuals and
states attorneys general. DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS-containing products, and most of the actions in
the AFFF MDL name DuPont as a defendant solely related to fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.
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On June 30, 2023, Chemours, Corteva, EIDP and DuPont entered a definitive agreement to resolve for $1.185 billion in cash all PFAS-related claims of a
defined class of U.S. public water systems, including claims that are part of the AFFF MDL, (the “Water District Settlement Agreement”).
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 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 issued by the Court of Rotterdam,
the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility. The municipalities are seeking liability declarations relating to
the Dordrecht site’s current and historical PFAS operations and emissions. On September 27, 2023, the Court determined that the defendants were liable to the
municipalities for (i) PFOA emissions between July 1, 1984 to March 1, 1998 and (ii) removal costs if deposited emissions on the municipalities' land infringes
the applicable municipalities' property rights by an objective standard. Chemours entered into a Letter of Intent (“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.
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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. It is
not possible to predict the outcome of any such matters due to various reasons including, among others, future actions and decisions, as well as factual and
legal issues to be resolved in connection with PFAS matters. As such, at this time DuPont is unable to develop an estimate of a possible loss or range of losses,
if any, above the liability accrued at December 31, 2024. It is possible that additional costs or losses could have a significant effect on the Company’s financial
condition and/or cash flows in the period in which they occur; however, costs qualifying as Qualified Spend are limited by the terms of the MOU.
Other Litigation Matters
In addition to the matters described above, the Company is party to claims and lawsuits arising out of the normal course of business with respect to product
liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class
actions and seek damages in very large amounts. As of December 31, 2024, the Company has liabilities of $26 million associated with these other litigation
matters. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a
material adverse impact on the results of operations, financial condition and cash flows of the Company. In accordance with its accounting policy for litigation
matters, the Company will expense litigation defense costs as incurred, which could be significant to the Company’s financial condition and/or cash flows in
the period.
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably
estimated based on current law and existing technologies. At December  31, 2024, the Company had accrued obligations of $275 million for probable
environmental remediation and restoration costs. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in
the Consolidated Balance Sheets. It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a
material impact on the Company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to
unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site
remediation and restoration.
The accrued environmental obligations include the following:
Environmental Accrued Obligations
In millions
December 31, 2024
December 31, 2023
Potential exposure
above the amount
accrued
Environmental remediation liabilities not subject to indemnity
$
45  $
46  $
106 
Environmental remediation indemnified related liabilities:
    Indemnifications related to Dow and Corteva
83 
101 
177 
    MOU related obligations (discussed above)
146 
152 
31 
    Other environmental indemnifications
1 
1 
2 
Total environmental related liabilities
$
275  $
300  $
316 
1. The environmental accrual represents management’s best estimate of the costs for remediation and restoration with respect to environmental matters, although it is reasonably possible that the
ultimate cost with respect to these particular matters could range above the amount accrued as of December 31, 2024.
2. Pursuant to the DWDP Separation and Distribution Agreement and Letter Agreement, the Company is required to indemnify Dow and Corteva for certain Non-PFAS clean-up responsibilities and
associated remediation costs.
3. The MOU related obligations include the Company's estimate of its liability under the MOU for remediation activities based on the current regulatory environment.
 1
 2
 3
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NOTE 17 - LEASES
The Company has operating leases for real estate, an airplane, railcars, fleet, certain machinery and equipment, and information technology assets. The
Company’s leases have remaining lease terms of approximately 1 year to 30 years. For purposes of calculating operating lease liabilities, lease terms may be
deemed to include options to extend the lease when it is reasonably certain that the Company will exercise that option. Some leasing arrangements require
variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not
presented as part of the initial ROU asset or lease liability.
Certain of the Company's leases include residual value guarantees. These residual value guarantees are based on a percentage of the lessor's asset acquisition
price and the amount of such guarantee declines over the course of the lease term. The portion of residual value guarantees that are probable of payment is
included in the related lease liability in the Consolidated Balance Sheets. At December 31, 2024, the Company has future maximum payments for residual
value guarantees in operating leases of $25  million with final expirations through 2034. The Company's lease agreements do not contain any material
restrictive covenants.
The components of lease cost for operating leases for the years ended December 31, 2024, 2023 and 2022 were as follows:
In millions
2024
2023
2022
Operating lease cost
$
125  $
121  $
113 
Short-term lease cost
5 
4 
4 
Variable lease cost
37 
39 
39 
Less: Sublease income 
4 
4 
12 
Total lease cost
$
163  $
160  $
144 
1. Reflects income associated with subleases, not inclusive of all lessor arrangements disclosed below.
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, 2024, 2023 and 2022 were $53 million, $160 million and $131
million, respectively. Supplemental balance sheet information related to leases was as follows:
In millions
December 31, 2024
December 31, 2023
Operating Leases
 
Operating lease right-of-use assets 
$
403  $
484 
Current operating lease liabilities 
84 
97 
Noncurrent operating lease liabilities 
322 
390 
Total operating lease liabilities
$
406  $
487 
1. Included in "Deferred charges and other assets" in the Consolidated Balance Sheets.
2. Included in "Accrued and other current liabilities" in the Consolidated Balance Sheets.
3. Included in "Other noncurrent obligations" in the Consolidated Balance Sheets.
Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the fixed minimum lease payments
over the lease term. As most of the Company’s leases do not provide the lessor’s implicit rate, the Company uses its incremental borrowing rate at the
commencement date in determining the present value of lease payments.
Lease Term and Discount Rate for Operating Leases
December 31, 2024
December 31, 2023
Weighted-average remaining lease term (years)
7.8
8.5
Weighted-average discount rate
3.78 %
3.55 %
1
1
2
3
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Maturities of lease liabilities were as follows:
Maturity of Lease Liabilities at December 31, 2024
Operating Leases
In millions
2025
$
97 
2026
76 
2027
61 
2028
44 
2029
34 
2030 and thereafter
157 
Total lease payments
$
469 
Less: Interest
63 
Present value of lease liabilities
$
406 
The Company has leases in which it is the lessor, with the largest being a result of the N&B Transaction. In connection with the N&B Transaction and the
M&M Divestitures, DuPont entered into leasing arrangements with IFF and Celanese, whereby DuPont is leasing certain properties, including office spaces
and R&D laboratories. These leases are classified as operating leases and lessor revenue and related expenses are not significant to the Company’s
Consolidated Balance Sheets or Consolidated Statement of Operations. Lease agreements where the Company is the lessor have final expirations through 2036.
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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NOTE 18 - STOCKHOLDERS' EQUITY
Share Repurchase Programs
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”). As of September 30, 2022, the Company repurchased and retired a total of 11.9 million shares for $750 million under the 2022 Share
Buyback Program. In November 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up
to $5 billion of common stock (the “$5B Share Buyback Program", together with the 2022 Share Buyback Program, the "2022 Stock Repurchase Programs") in
addition to the $250 million remaining under the Company’s existing share repurchase program.
In November 2022, DuPont entered into accelerated share repurchase ("ASR") agreements with each of three financial institutions (the "$3.25B ASR
Transaction"). DuPont paid an aggregate of approximately $3.25  billion of common stock with $250  million of such repurchases under the 2022 Share
Buyback Program and the remaining $3 billion under the $5B Share Buyback Program. Pursuant to the terms of the $3.25B ASR Transaction, DuPont paid an
aggregate of $3.25 billion to the ASR Counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were
retired immediately and recorded as a reduction to retained earnings of $2.6 billion. The $3.25B ASR Transaction was completed during the third quarter of
2023 with DuPont receiving and retiring an additional 8.0 million shares of DuPont common stock. In connection with the completion of the transaction the
remaining $613 million based on the price of the shares at the time of delivery was settled as a forward contract indexed to DuPont common stock at the time
of settlement, classified within stockholders’ equity. At the completion of the $3.25B ASR Transaction, the Company had repurchased and retired a total of
46.8 million shares at an average price of $69.44 per share.
In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of
$2  billion of common stock ("$2B ASR Transaction"). DuPont paid an aggregate of $2  billion to the counterparties and received initial deliveries of
21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $1.6 billion. In
the first quarter of 2024, the $2B ASR Transaction was completed. The settlement resulted in the delivery of 6.7 million additional shares of DuPont common
stock, which were retired immediately and will be recorded as a reduction of retained earnings in the first quarter of 2024. In total, the Company repurchased
27.9 million shares at an average price of $71.67 per share under the $2B ASR Transaction. The completion of the $2B ASR Transaction effectively completes
the $5B Share Buyback Program and the Company's stock repurchase authorization.
In the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to
$1 billion of common stock (“the $1B Share Buyback Program”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the
open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable
federal securities laws. The $1B Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.
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 $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.
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Common Stock
The following table provides a reconciliation of DuPont Common Stock activity for the years ended December 31, 2024, 2023 and 2022:
Shares of DuPont Common Stock
Issued
Held in
Treasury
In thousands
Balance at January 1, 2022
511,793 
— 
Issued
2,074 
— 
Repurchased
— 
55,743 
Retired
(55,743)
(55,743)
Balance at December 31, 2022
458,124 
— 
Issued
1,225 
— 
Repurchased
— 
29,239 
Retired
(29,239)
(29,239)
Balance at December 31, 2023
430,110 
— 
Issued
1,513 
— 
Repurchased
— 
13,629 
Retired
(13,629)
(13,629)
Balance at December 31, 2024
417,994 
— 
Retained Earnings
There are no significant restrictions limiting the Company's ability to pay dividends. Dividends declared and paid to common stockholders during the years
ended December 31, 2024, 2023 and 2022 are summarized in the following table:
Dividends Declared and Paid
2024
2023
2022
In millions
Dividends declared to common stockholders
$
635  $
651  $
652 
Dividends paid to common stockholders
$
635  $
651  $
652 
Undistributed earnings of nonconsolidated affiliates included in retained earnings were $626 million at December 31, 2024 and $637 million at December 31,
2023.
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Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the years ended December 31,
2024, 2023 and 2022:
Accumulated Other Comprehensive Loss
Cumulative
Translation Adj
Pension and OPEB
Derivative
Instruments 
Total
In millions
2022
Balance at January 1, 2022
$
(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 
Net other comprehensive (loss) income
$
(880) $
(13) $
61  $
(832)
Balance at December 31, 2022
$
(968) $
60  $
117  $
(791)
2023
Other comprehensive income (loss) before reclassifications
46 
(83)
(41)
(78)
Amounts reclassified from accumulated other comprehensive income
— 
(9)
— 
(9)
Delrin® Divestiture reclassification adjustment
(9)
(23)
— 
(32)
Net other comprehensive income (loss)
$
37  $
(115) $
(41) $
(119)
Balance at December 31, 2023
$
(931) $
(55) $
76  $
(910)
2024
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)
1. Includes cumulative translation adjustment impact associated with derivative instruments.
The tax effects on the net activity related to each component of other comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022
were as follows:
Tax Benefit (Expense)
2024
2023
2022
In millions
Pension and other post-employment benefit plans
$
11  $
26  $
16 
Derivative instruments
(9)
12 
(15)
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:
Reclassifications Out of Accumulated Other Comprehensive Loss
2024
2023
2022
Income
Classification
In millions
Cumulative translation adjustments
$
—  $
(9) $
221 
See (1) below
Pension and other post-employment benefit plans
(2)
(35)
(71)
See (1) below
Tax expense (benefit)
1 
3 
14 
See (1) below
    Pension and other post-employment benefit plans,
    after tax
(1)
(32)
(57)
Total reclassifications for the period, after tax
$
(1) $
(41) $
164 
1. 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.
1
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NOTE 19 - PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS
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. The United Kingdom qualified plan
is the largest pension plan held by DuPont.
DuPont's funding policy is consistent with the funding requirements of each country's laws and regulations. Pension coverage for employees of DuPont's non-
U.S. consolidated subsidiaries is provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are funded by depositing
funds with trustees, covered by insurance contracts, or remain unfunded. During 2024, the Company contributed $51 million to its benefit plans. DuPont
expects to contribute approximately $56 million to its benefit plans in 2025.
The weighted-average assumptions used to determine pension plan obligations and net periodic benefit costs for all plans are summarized in the table below:
Weighted-Average Assumptions for Pension Plans
Benefit Obligations
 at December 31,
Net Periodic Costs
for the Years Ended
 
2024
2023
2024
2023
2022
Discount rate
3.67 %
3.26 %
3.46 %
3.05 %
1.48 %
Interest crediting rate for applicable benefits
1.75 %
2.00 %
2.00 %
2.25 %
1.25 %
Rate of compensation increase
3.41 %
3.11 %
3.11 %
3.25 %
3.15 %
Expected return on plan assets
N/A
N/A
4.43 %
3.61 %
2.69 %
Other Post-employment Benefit Plans
The Company retained U.S. and foreign other post-employment benefit obligations with the Canadian plan and the U.S. long-term disabilities plan being the
two largest and accounting for the majority of the Company's total other post-employment benefit obligations. In comparison to the Company's defined benefit
pension plans, the Company's other post-employment benefit plans are not significant. The total other post-employment benefits projected benefit obligation
was $27 million as of December 31, 2024 and $29 million as of December 31, 2023.
Assumptions
The Company determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving
historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not
limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics.
Service cost and interest cost for all other plans are determined on the basis of the discount rates derived in determining those plan obligations. The discount
rates utilized to measure the majority of pension and other postretirement obligations are based on the Aon AA corporate bond yield curves applicable to each
country at the measurement date. DuPont utilizes the mortality tables and generational mortality improvement scales, where available, developed in each of the
respective countries in which the Company holds plans.
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Summarized information on the Company's pension and other postretirement benefit plans is as follows:
Change in Projected Benefit Obligations of All Plans
2024
2023
In millions
Change in projected benefit obligations:
Benefit obligations at beginning of year
$
2,704  $
2,726 
Service cost
17 
25 
Interest cost
84 
99 
Plan participants' contributions
9 
7 
Actuarial changes in assumptions and experience
(49)
132 
Benefits paid
(208)
(208)
Acquisitions/divestitures/other 
— 
(209)
Effect of foreign exchange rates
(122)
133 
Termination benefits/curtailment cost/settlements
— 
(1)
Benefit obligations at end of year
$
2,435  $
2,704 
1. The year ended 2023 is primarily related to the Delrin® Divestiture.
Change in Plan Assets and Funded Status of All Plans
2024
2023
In millions
Change in plan assets:
Fair value of plan assets at beginning of year
$
2,424  $
2,596 
Actual return on plan assets
(14)
109 
Employer contributions
51 
66 
Plan participants' contributions
9 
7 
Benefits paid
(208)
(208)
Acquisitions/divestitures/other 
— 
(285)
Effect of foreign exchange rates
(101)
139 
Fair value of plan assets at end of year
$
2,161  $
2,424 
Funded status:
Plans with plan assets
$
186  $
233 
All other plans
(460)
(513)
Funded status at end of year
$
(274) $
(280)
1. The year ended 2023 is primarily related to the Delrin® Divestiture.
The following tables summarize the amounts recognized in the Consolidated Balance Sheets for all significant plans:
Amounts Recognized in the Consolidated Balance Sheets for All Significant Plans
December 31, 2024
December 31, 2023
In millions
Amounts recognized in the consolidated balance sheets:
Deferred charges and other assets
$
291  $
338 
Accrued and other current liabilities
(42)
(53)
Pension and other postretirement benefits - noncurrent
(523)
(565)
Net amount recognized
$
(274) $
(280)
Pretax amounts recognized in accumulated other comprehensive loss (income):
Net loss (gain)
$
167  $
95 
Prior service credit
(4)
(8)
Pretax balance in accumulated other comprehensive loss at end of year
$
163  $
87 
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.
1
1

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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
In millions
Accumulated benefit obligations
$
646  $
700 
Fair value of plan assets
$
134  $
138 
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
December 31, 2024
December 31, 2023
In millions
Projected benefit obligations
$
683  $
743 
Fair value of plan assets
$
144  $
154 
Net Periodic Benefit Costs for All Significant Plans for the Years Ended December 31,
2024
2023
2022
In millions
Net Periodic Benefit Costs:
Service cost
$
17  $
25  $
43 
Interest cost
84 
99 
55 
Expected return on plan assets
(100)
(92)
(97)
Amortization of prior service credit
(3)
(3)
(5)
Amortization of unrecognized net (gain) loss
— 
(1)
1 
Curtailment/settlement
1 
(3)
(4)
Net periodic benefit (credits) costs - Total
$
(1) $
25  $
(7)
Less: Net periodic benefit credits - Discontinued operations
— 
(6)
(9)
Net periodic benefit (credit) costs - Continuing operations 
$
(1) $
31  $
2 
Changes in plan assets and benefit obligations recognized in other comprehensive loss (income):
Net loss (gain)
$
70  $
108  $
(35)
Amortization of prior service credit
3 
3 
5 
Amortization of unrecognized gain (loss)
— 
1 
(1)
Settlement (loss) gain
(1)
3 
4 
Effect of foreign exchange rates
(1)
1 
5 
Total recognized in other comprehensive loss (income)
$
71  $
116  $
(22)
Total recognized in net periodic benefit costs (credits) and other comprehensive loss (income)
$
70  $
147  $
(20)
1. Refer to the separate table below for details of Net Periodic Benefit Costs for Plans in Continuing Operations.
Net Periodic Benefit Costs for Plans in Continuing Operations for the Years Ended December 31,
2024
2023
2022
In millions
Net Periodic Benefit Costs:
Service cost
$
17  $
22  $
30 
Interest cost
84 
93 
49 
Expected return on plan assets
(100)
(78)
(73)
Amortization of prior service credit
(3)
(2)
(4)
Amortization of unrecognized net (gain) loss
— 
(1)
4 
Curtailment/settlement
1 
(3)
(4)
Net periodic benefit costs - Continuing operations
$
(1) $
31  $
2 
1
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Estimated Future Benefit Payments
The estimated future benefit payments of continuing operations, reflecting expected future service, as appropriate, are presented in the following table:
Estimated Future Benefit Payments at December 31, 2024
In millions
2025
$
173 
2026
171 
2027
167 
2028
169 
2029
174 
Years 2030-2034
845 
Total
$
1,699 
Plan Assets
Plan assets consist primarily of equity and fixed income securities of U.S. and foreign issuers, and alternative investments such as insurance contracts, pooled
investment vehicles and private market securities. At December 31, 2024, plan assets totaled $2.2 billion.
The Company establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a
prudent balance between return and risk. Strategic asset allocations in other countries are selected in accordance with the laws and practices of those countries.
Where appropriate, asset liability studies are utilized in this process. The assets are managed by professional investment firms unrelated to the Company.
Pension trust funds are permitted to enter into certain contractual arrangements generally described as derivative instruments. Derivatives are primarily used to
reduce specific market risks, hedge currency and adjust portfolio duration and asset allocation in a cost-effective manner.
Equity securities primarily included investments in large- and small-cap companies located in both developed and emerging markets around the world. Global
equity securities include varying market capitalization levels. U.S. equity investments are primarily large-cap companies. Fixed income securities included
investment and non-investment grade corporate bonds of companies diversified across industries, U.S. treasuries, non-U.S. developed market securities, U.S.
agency mortgage-backed securities, emerging market securities and fixed income related funds. Global fixed income investments include corporate-issued,
government-issued and asset-backed securities. Corporate debt investments include a range of credit risk and industry diversification. U.S. fixed income
investments are weighted heavier than non-U.S fixed income securities. Alternative investments primarily included investments in real estate, various insurance
contracts and interest rate, equity, commodity and foreign exchange derivative investments and hedges. Other investments include cash and cash equivalents,
pooled investment vehicles, hedge funds and private market securities such as interests in private equity and venture capital partnerships.
The weighted-average target allocation for plan assets of DuPont's pension plans is summarized as follows:
Target Allocation for Plan Assets at December 31, 2024
DuPont
Asset Category
Equity securities
2 %
Fixed income securities
9 
Alternative investments
24 
Hedge funds
26 
Pooled investment vehicles
32 
Other investments
7 
Total
100 %
Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its
valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value
of certain financial instruments could result in a different fair value measurement at the reporting date.
For pension plan assets classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most
recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading
day of the period, multiplied by the number of units held without consideration of transaction costs.
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For pension plan assets 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; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar
securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognized vendors of market data and
subjected to tolerance and quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various
financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied
volatilities obtained from various market sources. For other pension plan assets for which observable inputs are used, fair value is derived through the use of
fair value models, such as a discounted cash flow model or other standard pricing models.
For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is
little, if any, market activity for the investment. Valuations of the investments are provided by investment managers or fund managers. These valuations are
reviewed for reasonableness based on applicable sector, benchmark and company performance. Valuations of insurance contracts are contractually determined
and are based on exit price valuations or contract value. Adjustments to valuations are made where appropriate.
Certain pension plan assets are held in funds where fair value is based on an estimated net asset value per share (or its equivalent) as of the most recently
available fund financial statements which are received on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable
sector, benchmark and company performance. Adjustments to valuations are made where appropriate to arrive at an estimated net asset value per share at the
measurement date. Where available, audited annual financial statements are obtained and reviewed for the investments as support for the manager’s investment
valuation. These funds are not classified within the fair value hierarchy.
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The following table summarizes the bases used to measure the Company’s pension plan assets at fair value for the years ended December 31, 2024 and 2023:
Basis of Fair Value Measurements
December 31, 2024
December 31, 2023
In millions
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Cash and cash equivalents
$
52  $
52  $
—  $
—  $
55  $
55  $
—  $
— 
Equity securities:
U.S. equity securities
$
20  $
20  $
—  $
—  $
20  $
20  $
—  $
— 
Non - U.S. equity securities
26 
26 
— 
— 
29 
29 
— 
— 
Total equity securities
$
46  $
46  $
—  $
—  $
49  $
49  $
—  $
— 
Fixed income securities:
Debt - government-issued
$
34  $
—  $
34  $
—  $
34  $
—  $
34  $
— 
Debt - corporate-issued
4 
— 
4 
— 
5 
— 
5 
— 
Total fixed income securities
$
38  $
—  $
38  $
—  $
39  $
—  $
39  $
— 
Alternative investments:
Real estate
$
75  $
—  $
—  $
75  $
79  $
—  $
—  $
79 
   Insurance contracts
468 
— 
— 
468 
524 
— 
— 
524 
Derivatives - asset position
— 
— 
— 
— 
3 
— 
3 
— 
Derivatives - liability position
(3)
— 
(3)
— 
— 
— 
— 
— 
Total alternative investments
$
540  $
—  $
(3) $
543  $
606  $
—  $
3  $
603 
Other Investments:
Pooled Investment Vehicles
$
685  $
685  $
—  $
—  $
681  $
681  $
—  $
— 
Total other investments
$
685  $
685  $
—  $
—  $
681  $
681  $
—  $
— 
Subtotal
$
1,361  $
783  $
35  $
543  $
1,430  $
785  $
42  $
603 
Investments measured at net asset value:
Debt - government-issued
$
147 
$
187 
Hedge funds
552 
667 
Private market securities
101 
126 
Total investments measured at net asset value $
800 
$
980 
Items to reconcile to fair value of plan assets:
Pension trust receivables 
$
— 
 
 
  $
14 
 
 
 
Pension trust payables 
— 
 
 
 
— 
Total
$
2,161 
 
 
  $
2,424 
 
 
 
1. Primarily receivables for investment securities sold.
2. Primarily payables for investment securities purchased.
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The following table summarizes the changes in the fair value of Level 3 pension plan assets for the years ended December 31, 2024 and 2023:
Fair Value Measurement of Level 3 Pension Plan Assets
Real Estate
Insurance
Contracts
Total
In millions
Balance at Jan 1, 2023
$
75  $
524  $
599 
Actual return on assets:
Relating to assets held at Dec 31, 2023
2 
26 
28 
Purchases, sales and settlements, net
2 
(16)
(14)
Transfers out of Level 3 
— 
(10)
(10)
Balance at Dec 31, 2023
$
79  $
524  $
603 
Actual return on assets:
Relating to assets held at Dec 31, 2024
(6)
(56)
(62)
Purchases, sales and settlements, net
2 
(3)
(1)
Transfers into Level 3
— 
3 
3 
Balance at Dec 31, 2024
$
75  $
468  $
543 
1. Related to the Delrin® Divestiture
Defined Contribution Plans
The Company provides defined contribution benefits to its employees. The most significant is the U.S. Retirement Savings Plan ("the Plan"), which covers all
U.S. full-service employees. This Plan includes a non-leveraged Employee Stock Ownership Plan ("ESOP"). Employees are not required to participate in the
ESOP and those who do are free to diversify out of the ESOP. The purpose of the Plan is to provide retirement savings benefits for employees and to provide
employees an opportunity to become stockholders of the Company. The Plan is a tax qualified contributory profit sharing plan, with cash or deferred
arrangement and any eligible employee of the Company may participate. Currently, the Company contributes 100 percent of the first 6 percent  of the
employee's contribution election and also contributes 3 percent of each eligible employee's eligible compensation regardless of the employee's contribution.
The Company's matching contributions vest immediately upon contribution. The 3 percent nonmatching employer contribution vests after employees complete
three years of service. 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.
NOTE 20 - STOCK-BASED COMPENSATION
Effective with the DWDP Merger, on August 31, 2017, DowDuPont assumed all TDCC and EIDP equity incentive compensation awards outstanding
immediately prior to the DWDP Merger. The TDCC and EIDP stock-based compensation plans were assumed by DowDuPont and remained in place with the
ability to grant and issue DowDuPont common stock until the DWDP Distributions.
Immediately following the Corteva Distribution, DuPont adopted the DuPont Omnibus Incentive Plan ("DuPont OIP") which provides for equity-based and
cash incentive awards to certain employees, directors, independent contractors and consultants. Upon adoption of the DuPont OIP, the TDCC and EIDP plans
were rolled into the DuPont OIP as separate subplans and no longer granted new awards. All previously granted equity awards under these subplans have the
same terms and conditions that were applicable to the awards under the TDCC and EIDP plans immediately prior to the DWDP Distributions. Due to reaching
the plan term of the DuPont OIP, no further awards will be granted from the plan. Awards that are outstanding under the DuPont OIP remain outstanding in
accordance with their terms.
During the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 EIP"), which allows the
Company to grant options, share appreciation rights, restricted shares, restricted stock units ("RSUs"), share bonuses, other share-based awards, cash awards,
each as defined in the 2020 EIP, or any combination of the foregoing. Under the EIP, a maximum of 15 million shares of common stock are available for award
as of December 31, 2024. The approval of the 2020 Plan had no effect on the Company’s ability to make future grants under the DuPont OIP in accordance
with its terms, and awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms.
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A description of the Company's stock-based compensation is discussed below followed by a description of TDCC and EIDP stock-based compensation.
Accounting for Stock-Based Compensation
The Company grants stock-based compensation awards that vest over a specified period or upon employees meeting certain performance and/or retirement
eligibility criteria. The fair value of equity instruments issued to employees is measured on the grant date. The fair value of liability instruments issued to
employees is measured at the end of each quarter. The fair value of equity and liability instruments is expensed over the vesting period or, in the case of
retirement, from the grant date to the date on which retirement eligibility provisions have been met and additional service is no longer required. The Company
estimates expected forfeitures.
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 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.
The total fair value of RSUs and PSUs vested in the year ended December 31, 2024 was $78 million. The weighted average grant-date fair value of RSUs and
PSUs granted during 2024 was $70.70.
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.
DuPont 2020 Equity Incentive Plan
EIP Stock Options
The exercise price of shares subject to option is equal to the market price of the Company's stock on the date of grant. Stock option awards expire 10 years after
the grant date. The plan allows retirement-eligible employees of the Company to retain any granted awards upon retirement provided the employee has
rendered at least 12 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:
EIP Weighted-Average Assumptions 
2022
Dividend yield
1.8 %
Expected volatility
26.4 %
Risk-free interest rate
1.9 %
Expected life of stock options granted during period (years)
6.0
1. 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. A historical daily
measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an
outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to DuPont's historical
experience, adjusted for expected exercise patterns of in-the-money options.
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The following table summarizes stock option activity for 2024 under the EIP:
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 
Forfeited/Expired
(12) $
74.40 
Outstanding at December 31, 2024
509  $
74.61 
6.58 $
837 
Exercisable at December 31, 2024
375  $
74.45 
6.41 $
674 
1. No awards were granted by the Company out of the EIP plan in 2024 and 2023.
Additional Information about EIP Stock Options 
In millions, except per share amounts
2024
2023
2022
Weighted-average fair value per share of options granted
$
—  $
—  $
17.41 
Total compensation expense for stock options plans 
$
12  $
10  $
8 
  Related tax benefit 
$
2  $
2  $
2 
1. No stock options were granted by the Company out of the EIP plan in 2024 and 2023.
2. These amounts represent life to date.
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day
of 2024 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders
exercised their in-the-money options at year end.
EIP Restricted Stock Units and Performance Based Stock Units
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.
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.
The Company grants PSUs to senior leadership under the DuPont EIP. Vesting for PSUs granted is based upon achieving certain return on invested capital
("ROIC") targets and certain adjusted corporate net income annual growth targets, weighted evenly between the metrics and modified by a relative total
shareholder return ("TSR") percentile ranking goal as compared to the S&P 500. The actual award, delivered as DuPont common stock, can range from zero
percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the TSR metric, is based upon the market price
of the underlying common stock as of the grant date and estimated using a Monte Carlo simulation.
Nonvested awards of RSUs and PSUs are shown below:
EIP RSUs and PSUs
Number of Shares
(in thousands)
Weighted Average
Grant Date Fair Value
(per share)
Nonvested at January 1, 2024
1,991  $
69.85 
Granted
1,212  $
70.70 
Vested
(880) $
72.86 
Forfeited
(119) $
69.88 
Nonvested at December 31, 2024
2,204  $
69.11 
DuPont Omnibus Incentive Plan
The DuPont OIP has two subplans that have the same terms and conditions of the TDCC and EIDP plans immediately prior to the DWDP Distributions. Awards
previously granted under those plans that were nonvested will now vest in each subplan. No awards were granted by the Company out of the OIP plan in 2024,
2023 or 2022. All new awards will be granted by the EIP.
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OIP Stock Options
The exercise price of shares subject to option is equal to the market price of the Company's stock on the date of grant. Stock option awards expire 10 years after
the grant date. 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. 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. A historical daily
measurement of volatility (using DowDuPont stock information after the DWDP Merger date and a weighted average of TDCC and EIDP prior to DWDP
Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding
U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to DuPont's historical experience,
adjusted for expected exercise patterns of in-the-money options.
The following table summarizes stock option activity for 2024 under the OIP:
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)
Outstanding at January 1, 2024
1,637  $
62.58 
Granted
—  $
— 
Exercised
(217) $
62.55 
Forfeited/Expired
(30) $
64.16 
Outstanding at December 31, 2024
1,390  $
62.55 
5.12 $
19,041 
Exercisable at December 31, 2024
1,390  $
62.55 
5.12 $
19,041 
Additional Information about OIP Stock Options 
In millions, except per share amounts
2024
2023
2022
Total compensation expense for stock options plans 
$
27  $
26  $
25 
  Related tax benefit 
$
6  $
6  $
5 
1.  No awards were granted by the Company out of the OIP plan in 2024, 2023 or 2022.
2. These amounts represent life to date.
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day
of 2024 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders
exercised their in-the-money options at year end.
OIP Restricted Stock Units and Performance Based Stock Units
The Company grants RSUs to certain employees that serially vested 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 six 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.
The Company grants PSUs to senior leadership under a subplan of the DuPont OIP. Vesting for PSUs granted is based upon achieving certain return on
invested capital ("ROIC") targets and certain adjusted corporate net income annual growth targets, weighted evenly between the metrics and modified by a
relative total shareholder return ("TSR") percentile ranking goal as compared to the S&P 500. The actual award, delivered as DuPont common stock, can range
from zero percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the TSR metric, is based upon the
market price of the underlying common stock as of the grant date and estimated using a Monte Carlo simulation.
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Nonvested awards of RSUs and PSUs are shown below.
OIP RSUs and PSUs
Number of Shares
(in thousands)
Weighted Average
Grant Date Fair Value
(per share)
Nonvested at January 1, 2024
163  $
68.01 
Granted
—  $
— 
Vested
(109) $
71.93 
Forfeited
(3) $
71.42 
Nonvested at December 31, 2024
51  $
59.40 
TDCC Stock Incentive Plan
In connection with the DWDP Merger, on August 31, 2017 all outstanding TDCC stock options under the TDCC 2012 Stock Incentive Plan (the "2012 Plan")
were converted into stock options with respect to DowDuPont Common Stock.
TDCC Stock Options
TDCC granted stock options to certain employees, subject to certain annual and individual limits, with terms of the grants fixed at the grant date. The exercise
price of each stock option equals the market price of TDCC’s stock on the grant date. Options vest from one year to three years, and had a maximum term of 10
years. To measure the fair value of the awards on the date of grant, TDCC used the Black-Scholes option pricing model. No awards were granted by the
Company out of the TDCC plan during 2024, 2023 and 2022.
EIDP Equity Incentive Plan
EIDP Stock Options
The exercise price of shares subject to option is equal to the market price of EIDP's stock on the date of grant. All options vest serially over a three-year period.
Stock option awards expire ten years after the grant date. The plan allowed retirement-eligible employees of EIDP to retain any granted awards upon retirement
provided the employee has rendered at least six months of service following the grant date. There were no options granted out of the EIDP EIP in 2024, 2023
and 2022.
EIDP determined the dividend yield by dividing the annualized dividend on DowDuPont's Common Stock by the option exercise price. A historical daily
measurement of volatility (using DowDuPont stock information after the DWDP Merger date and a weighted average of TDCC and EIDP prior to DWDP
Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding
U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to EIDP's historical experience,
adjusted for expected exercise patterns of in-the-money options.
The following table summarizes stock option activity for 2024:
EIDP Stock Options
Number of Shares
(in thousands)
Weighted Average
Grant Date Fair Value
(per share)
Weighted Average
Remaining
Contractual Term (in
years)
Aggregate Intrinsic
Value (in thousands)
Outstanding at January 1, 2024
2,228  $
73.49 
Exercised
(205) $
70.48 
Forfeited/Expired
(21) $
76.58 
Outstanding at December 31, 2024
2,002  $
73.77 
2.7 $
8,804 
Exercisable at December 31, 2024
1,997  $
73.78 
2.7 $
8,760 
EIDP Restricted Stock Units
EIDP issued RSUs that serially vested over a three-year period. A retirement eligible employee retains any granted awards upon retirement provided the
employee has rendered at least six months of service following the grant date. Additional RSUs were also granted periodically to key senior management
employees. These RSUs generally vested over periods ranging from three years to five years. The fair value of all stock-settled RSUs is based upon the market
price of the underlying common stock as of the grant date. The awards have the same terms and conditions as were applicable to such equity awards
immediately prior to the DWDP Merger closing date. As of December 31, 2024, there are no material nonvested awards of RSUs and no RSUs granted out of
the EIDP EIP in 2024, 2023 and 2022.
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NOTE 21 - FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at December 31, 2024 and December 31, 2023:
Fair Value of Financial Instruments
December 31, 2024
December 31, 2023
In millions
Cost
Gain
Loss
Fair Value
Cost
Gain
Loss
Fair Value
Cash equivalents
$
314  $
—  $
—  $
314  $
408  $
—  $
—  $
408 
Restricted cash equivalents
$
42  $
—  $
—  $
42  $
411  $
—  $
—  $
411 
Total cash and restricted cash equivalents
$
356  $
—  $
—  $
356  $
819  $
—  $
—  $
819 
Long-term debt including debt due within one
year 
$
(7,171) $
14  $
(57) $
(7,214) $
(7,859) $
70  $
(206) $
(7,995)
Derivatives relating to:
Net investment hedge 
— 
137 
— 
137 
— 
96 
— 
96 
Foreign currency 
— 
8 
(8)
— 
— 
26 
(23)
3 
Interest rate swap agreements 
— 
— 
(206)
(206)
— 
— 
(59)
(59)
Total derivatives
$
—  $
145  $
(214) $
(69) $
—  $
122  $
(82) $
40 
1. Refer to Note 7 and Note 16 for more information on Restricted cash equivalents.
2. 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.
3. Classified as "Deferred charges and other assets" in the Consolidated Balance Sheets.
4. Classified as "Prepaid and other current assets" and "Accrued and other current liabilities" in the Consolidated Balance Sheets.
5. Presented net of cash collateral where master netting arrangements allow.
6. 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
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and
commodity price risks. The Company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect
varying levels of exposure coverage and time horizons based on an assessment of risk.
Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the Company's
financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps.
The Company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The
counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The Company is exposed to credit loss in the
event of nonperformance by these counterparties. The Company utilizes collateral support annex agreements with certain counterparties to limit its exposure to
credit losses. The Company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty
credit risks associated with these instruments are regularly reported to management.
The notional amounts of the Company's derivative instruments were as follows:
Notional Amounts
December 31, 2024
December 31, 2023
In millions
Derivatives designated as hedging instruments:
   Net investment hedge
$
1,000  $
1,000 
   Interest rate swap agreements
$
—  $
1,000 
Derivatives not designated as hedging instruments:
Foreign currency contracts 
$
(1,176) $
(907)
Interest rate swap agreements 
$
4,150  $
— 
1. Presented net of contracts bought and sold.
2. Includes notional amounts related to the 2022 Swaps and 2024 Swaps, described further below.
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Derivatives Designated in Hedging Relationships
Net Foreign Investment Hedge
In the second quarter of 2021, the Company entered into a fixed-for-fixed cross currency swaps with an aggregate notional amount totaling $1 billion to hedge
the variability of exchange rate impacts between the U.S. Dollar and Euro. Under the terms of the cross-currency swap agreement, the Company notionally
exchanged $1 billion at an interest rate of 4.73 percent for €819 million at a weighted average interest rate of 3.26 percent. The cross-currency swap is
designated as a net investment hedge and expires on November 15, 2028.
The Company has made an accounting policy election to account for the net investment hedge using the spot method. The Company has also elected to
amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued. The cross-currency swap is
marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within AOCL, net of
amounts associated with excluded components which are recognized in interest expense in the Consolidated Statements of Operations.
Derivatives not Designated in Hedging Relationships
Foreign Currency Contracts
The Company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and
liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the
use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and
liabilities intends to achieve a minimal earnings impact, after taxes. The Company also uses foreign currency exchange contracts to offset a portion of the
Company's exposure to certain foreign currency-denominated revenues so that gains and losses on the contracts offset changes in the USD value of the related
foreign currency-denominated revenues.
Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign
currency-denominated assets and liabilities. The amount charged on a 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).
Interest Rate Swap Agreements
In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements ("2022 Swaps") with an aggregate notional principal
amount totaling $1 billion to hedge changes in the fair value of the Company’s long-term debt due to interest rate change movements. These swaps converted
$1 billion of the Company’s $1.65 billion principal amount of fixed rate notes due 2038 into floating rate debt for the portion of their terms through 2032 with
an interest rate based on the Secured Overnight Financing Rate ("SOFR"). Under the terms of the agreements, the Company agrees to exchange, at specified
intervals, fixed for floating interest amounts based on the agreed upon notional principal amount. The 2022 Swaps expire on November 15, 2032 and are
carried at fair value.
Since inception of the 2022 Swaps, fair value hedge accounting has been applied and thus, changes in the fair value of the 2022 Swaps and changes in the fair
value of the related hedged portion of long-term debt were presented and net to zero in "Sundry income (expense) – net" in the 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.
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The 2022 Swaps and 2024 Swaps are considered economic hedges of the Company’s fixed rate debt. As such, changes in the fair value and gain or loss from
net interest settlement of the 2022 Swaps after the date of dedesignation and changes in the fair value of the 2024 Swaps since inception have been recorded in
“Sundry income (expense) – net” in the 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
Fair Value Measurements on a Recurring Basis
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
Basis of Fair Value Measurements on a Recurring Basis of Significant Other Observable
Inputs (Level 2)
December 31, 2024
December 31, 2023
In millions
Assets at fair value:
Cash equivalents 
$
314  $
364 
Derivatives relating to: 
Net investment hedge
137 
96 
Foreign currency contracts 
23 
37 
Total assets at fair value
$
474  $
497 
Liabilities at fair value:
Derivatives relating to: 
Interest rate swap agreements
206 
59 
Foreign currency contracts 
23 
34 
Total liabilities at fair value
$
229  $
93 
1. Time deposits included in "Cash and cash equivalents" in the Consolidated Balance Sheets are held at amortized cost, which approximates fair value. "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.
2. See Note 21 for the classification of derivatives in the Consolidated Balance Sheets.
3. 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 $15 million and zero, respectively, for both assets and liabilities as of December 31, 2024. 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. The fair value of the contingent earn-out liability is
sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the
customer specific revenue. Changes in the fair values of the contingent earn-out liability will be recognized in Sundry income/expense, net in the 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
In millions
Liabilities at fair value:
Contingent earn-out liabilities
$
40  $
— 
Total liabilities at fair value
$
40  $
— 
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; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar
securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price.
For time deposits classified as held-to-maturity investments and reported at amortized cost, fair value is based on an observable interest rate for similar
securities.
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Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks.
For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant
observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatility obtained from various market
sources. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.
For all other assets and liabilities for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash
flow model or other standard pricing models.
There were no transfers between Levels 1 and 2 during the years ended December 31, 2024 and December 31, 2023.
Fair Value Measurements on a Nonrecurring Basis
The following table summarizes the basis used to measure certain assets at fair value on a nonrecurring basis:
Basis of Fair Value Measurements on a Nonrecurring Basis 
Significant Other
Unobservable Inputs
(Level 3)
Total Losses
In millions
At December 31, 2023
Assets at fair value:
   Goodwill
$
4,814  $
(804)
At December 31, 2022
Assets at fair value:
    Long-lived assets, intangible assets, and other assets
$
55  $
(94)
1. The Company did not incur any losses associated with fair value measurements on a nonrecurring basis for the year ended December 31, 2024.
2023 Fair Value Measurements on a Nonrecurring Basis
During the fourth quarter of 2023, the Company recorded an impairment charge related to goodwill within Water & Protection. The impairment analysis was
performed using Level 3 inputs within the fair value hierarchy. See Note 14 for further discussion.
2022 Fair Value Measurements on a Nonrecurring Basis
During the first quarter of 2022, the Company recorded an impairment charge related to equity method investments within Electronics & Industrial. The
impairment analysis was performed using Level 3 inputs within the fair value hierarchy. See Note 6 for further discussion.
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NOTE 23 - SEGMENTS AND GEOGRAPHIC REGIONS
The Company's segments are aligned with the market verticals they serve, while maintaining integration and innovation strengths within strategic value chains.
DuPont is comprised of two operating segments: Electronics & Industrial and Water & Protection. Major products by segment include: Electronics & Industrial
(printing and packaging materials, photopolymers, electronic materials, specialty silicones and lubricants); and Water & Protection (nonwovens, aramids,
construction materials, water filtration and purification resins, elements and membranes). The Company operates globally in substantially all of its product
lines. 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
 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. Indirect costs, such as those related to corporate and shared service functions
previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations. A portion
of these indirect costs include costs related to activities the Company will continue to undertake post-closing of the M&M Divestitures, and for which it is
reimbursed (“Future Reimbursable Indirect Costs”). Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from
operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs
are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.
The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating
decision maker ("CODM"), 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. Reconciliations
of these measures are provided on the following pages.
Sales are attributed to geographic regions based on customer location; long-lived assets are attributed to geographic regions based on asset location.
Net Trade Revenue by Geographic Region
2024
2023
2022
(In millions) For the years ended December 31,
United States
$
4,102  $
3,914  $
4,066 
Canada
273 
271 
293 
EMEA 
2,146 
2,203 
2,193 
Asia Pacific 
5,368 
5,191 
6,022 
Latin America
497 
489 
443 
Total
$
12,386  $
12,068  $
13,017 
1. Europe, Middle East and Africa.
2. Net sales attributed to China/Hong Kong, for the years ended December 31, 2024, 2023 and 2022 were $2,345 million, $2,206 million, and $2,744 million, respectively.
Long-lived Assets by Geographic Region
December 31,
In millions
2024
2023
2022
United States
$
3,590  $
3,559  $
3,501 
Canada
60 
54 
49 
EMEA 
1,259 
1,336 
1,271 
Asia Pacific
823 
896 
883 
Latin America
36 
39 
27 
Total
$
5,768  $
5,884  $
5,731 
1. Europe, Middle East and Africa.
TM
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Segment Revenue, Significant Segment
Expenses and Segment Operating
EBITDA
For the years ended December 31,
2024
2023
2022
(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 
Less :
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 
341 
226 
354 
225 
342 
225 
Add:
Equity in earnings of nonconsolidated
affiliates
$
37  $
30  $
16  $
35  $
31  $
39 
Depreciation and amortization 
638 
522 
607 
507 
580 
494 
Segment Operating EBITDA
$
1,717  $
1,360  $
1,472  $
1,388  $
1,836  $
1,431 
1. The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
2. Other segment items include immaterial other gains or losses and miscellaneous income and expenses.
3. 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 
+ Interest income 
73 
155 
50 
- Interest expense 
364 
396 
486 
+ Non-operating pension/OPEB benefit costs (credits) 
18 
(9)
28 
+ Foreign exchange gains (losses), net 
3 
(73)
15 
- Future reimbursable indirect costs
— 
7 
52 
+ Significant items charge
(488)
(961)
(233)
Income from continuing operations before income taxes
$
1,192  $
504  $
1,448 
1. Included in "Sundry income (expense) - net."
2. The years ended December 31, 2024 and 2022 excludes significant items, refer to details below.
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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
In millions
Acquisition, integration and separation costs 
$
(12) $
—  $
(156) $
(168)
Restructuring and asset related charges - net 
(5)
(50)
(32)
(87)
Inventory write-offs 
— 
(25)
— 
(25)
Inventory step-up amortization 
(2)
— 
— 
(2)
Loss on debt extinguishment 
— 
— 
(74)
(74)
Interest rate swap items
— 
— 
(140)
(140)
Income tax items 
— 
— 
8 
8 
Total
$
(19) $
(75) $
(394) $
(488)
1. 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.
2. Includes restructuring actions and asset related charges. See Note 6 for additional information.
3. Reflects inventory write-offs recorded in “Cost of Sales” in connection with restructuring actions. See Note 6 for additional information.
4. Reflects the amortization of an inventory step-up adjustment related the Donatelle Plastics Acquisition.
5. Reflects the loss on extinguishment of debt related to the partial redemption of an aggregate principal amount of the 2038 Notes. Refer to Note 15 for further details.
6. 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.
7. 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
In millions
Acquisition, integration and separation costs 
$
(20) $
—  $
—  $
(20)
Restructuring and asset related charges - net 
(49)
(55)
(42)
(146)
Goodwill impairment charge 
— 
(804)
— 
(804)
Gain on divestiture
7 
1 
1 
9 
Total
$
(62) $
(858) $
(41) $
(961)
1. Acquisition, integration and separation costs related to the Spectrum Acquisition.
2. Includes restructuring actions and asset related charges. See Note 6 for additional information.
3. Reflects a non-cash goodwill impairment charge in the Protection Reporting unit (aggregation of Safety and Shelter businesses). See Note 14 for additional information.
4. Reflected in "Sundry income (expense) - net."
Significant Items for the Year Ended December 31, 2022
Electronics & Industrial
Water & Protection
Corporate & Other
Total
In millions
Acquisition, integration and separation costs 
$
—  $
—  $
(193) $
(193)
Restructuring and asset related charges - net 
(24)
(17)
(20)
(61)
Asset impairment charges 
(94)
— 
— 
(94)
Gain on divestiture
— 
37 
32 
69 
Terminated Intended Rogers Acquisition financing fees 
— 
— 
(6)
(6)
Employee Retention Credit 
20 
20 
12 
52 
Total
$
(98) $
40  $
(175) $
(233)
1. 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 Corporation Acquisition.
2. Includes restructuring actions and asset related charges. See Note 6 for additional information.
3. Relates to an impairment of an equity method investment. See Note 6 for additional information.
4. Reflected in "Sundry income (expense) - net." See Note 4 for additional information.
5. 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."
6. 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."
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3
4
5
 6
7
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3
 4
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5
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Table of Contents
Segment and Corporate & Other Information
Electronics & Industrial
Water & Protection
Corporate & Other
Total
In millions
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
In millions
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
In millions
Segment and Corporate & Other Totals
$
619  $
590  $
659 
Other 
(40)
29 
3 
Total
$
579  $
619  $
662 
1. Reflects the incremental cash spent or unpaid on capital expenditures; total capital expenditures are presented on a cash basis.
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F-68

EXHIBIT 19
DUPONT DE NEMOURS, INC.
INSIDER TRADING POLICY
(Effective as of December 17, 2024)
This Insider Trading Policy provides the standards of DuPont de Nemours, Inc. (the “Company”) on trading the Company’s
securities, or securities of other publicly-traded companies, while in possession of confidential information. This Policy is divided
into three parts as follows:
•
Part 1 prohibits trading in certain circumstances and applies to all directors, officers and employees of the Company;
•
Part 2 imposes blackout periods on trading and applies to all directors and officers subject to reporting under Section 16
of the Securities Exchange Act of 1934 (“Section 16 Persons”) and Covered Persons; and
•
Part 3 which only applies to Section 16 Persons and other officers reporting directly to the Chief Executive Officer
(“CEO”), prohibits certain types of transactions in the Company’s securities and requires the pre-clearance of all others.
One of the principal purposes of the federal securities laws is to prohibit “insider trading.” Simply stated, insider trading
occurs when a person uses material non-public information obtained through involvement with the Company to make decisions to
purchase, sell, give away or otherwise trade the Company’s securities or provides material non-public information to others outside
the Company who may trade on the basis of that information.
This Policy applies to all transactions in the Company’s securities, including common stock, options and any other securities
that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities
relating to any of the Company’s securities, whether or not issued by the Company. Transactions subject to this Policy also include
gifts of Company securities, which may include gifts to trusts for estate planning purposes, as well as donations to a charitable
organization.
It is also Company policy to comply with applicable securities laws concerning trading in Company securities on the
Company’s behalf.
Each individual is responsible for making sure that he or she complies with this Policy, and that any family member or entity
whose transactions are subject to this Policy, as discussed below, also comply with this Policy. In all cases, the responsibility for
determining whether an individual is in possession of material non-public information rests with that individual, and any
action on the part of the Company, the Corporate Secretary or any other employee or director pursuant to this Policy (or
otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws.
You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or
applicable securities laws, as described below in more detail under the heading “Violations of Insider Trading Laws.”

PART 1
I.
General Policy: No Trading or Causing Trading While in Possession of Material Non-Public Information
(a)
Except as otherwise specified in this Policy under the headings “Transactions Under Company Plans” and “Blackout
Period – Exceptions,” no director, officer or employee may purchase, sell or gift any Company security, whether or
not issued by the Company, while in possession of material non-public information about the Company. No director,
officer or employee who knows of any such material non-public information may communicate that information to
any other person, including family members and friends.
(b)
In addition, no director, officer or employee may purchase, sell or gift any security of any other company, whether or
not issued by such company, (i) with which the Company does business, such as the Company’s distributors, vendors,
customers and suppliers or (ii) that is involved in a potential transaction or business relationship with the Company,
while in possession of material non-public information about that company that was obtained in the course of his or
her involvement with the Company. No director, officer or employee who knows of any such material non-public
information may communicate that information to any other person, including family members and friends.
(c)
Never trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of
information that you have reason to believe is material and non-public unless you first consult with, and obtain the
advance approval of, the Corporate Secretary.
(d)
There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or
justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small
transactions, are not exempt from this Policy. The securities laws do not recognize any mitigating circumstances.
II.
Definitions
(a)
Covered Persons. Those individuals designated as such from time to time by the Corporate Secretary. A list of
Covered Persons is maintained by the Corporate Secretary and generally includes directors, officers and certain
employees with access to material non-public information by virtue of their role (e.g. financial reporting).
(b)
Materiality. Information is considered “material” if a reasonable investor would consider that information important
in making a decision to buy, hold or sell securities or if such information would otherwise be deemed material under
applicable federal securities laws. Any information that could be expected to affect the Company’s stock price,
whether it is positive or negative, should be considered material. There is no bright-line standard for assessing
materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated
by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material
information, some examples of information that ordinarily would be regarded as material are:
8

(i)
Earnings announcements or guidance, or other unpublished financial results;
(ii)
A pending or proposed merger, acquisition, disposition, joint venture or restructuring;
(iii)
A change in dividend policy or the declaration of a stock split;
(iv)
The establishment, announcement, or execution of a repurchase program for the Company’s securities;
(v)
A change in executive management;
(vi)
A change in auditors or notification that the auditor’s reports may no longer be relied upon;
(vii)
Pending or threatened significant litigation, or the resolution of such litigation;
(viii)
Impending bankruptcy or the existence of severe liquidity problems;
(ix)
The gain or loss of a significant customer or supplier;
(x)
A significant cybersecurity incident or data breach having the potential to jeopardize the integrity,
confidentiality, or availability of information on the Company’s information systems or to otherwise adversely
affect the Company’s operations or reputation; and
(xi)
Changes in analyst recommendations or debt ratings.
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a
future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product
development are determined to be material is determined by balancing the probability that the event will occur against
the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus,
information concerning an event that would have a large effect on stock price (such as a merger) may be material
even if the possibility that the event will occur is relatively small. When in doubt about whether particular non-public
information is material, presume it is material. If you are unsure whether information is material, you should
consult the Corporate Secretary before making any decision to disclose such information (other than to
persons who need to know it for legitimate business purposes) or to trade in or recommend securities to which
that information relates.
(c)
Non-Public Information. Information that has not been disclosed to the public is generally considered to be “non-
public information.” In order to establish that the information has been disclosed to the public, it may be necessary to
demonstrate that the information has been widely disseminated (for example, through the issuance of a press release).
Once information is widely disseminated, it is still necessary to afford the investing public with sufficient time to
absorb the
8

information. As a general rule, information should not be considered fully absorbed by the marketplace until after one
(1) full trading day following the Company’s official release of the information. If, for example, the Company were to
make an announcement before the market opens on Monday morning, you should not trade in the Company’s
securities until Tuesday. Depending on the particular circumstances, the Company may determine that a longer or
shorter period should apply to the release of specific material non-public information.
As with questions of materiality, if you are not sure whether information is considered public, you should
either consult with the Corporate Secretary or assume that the information is “non-public” and treat it as
confidential.
(d)
Officer. The term “officer” means an employee at Vice President level and above.
III.
Violations of Insider Trading Laws
(a)
In addition to severe civil and/or criminal penalties, employees who violate this Policy may be subject to disciplinary
action by the Company, including dismissal for cause. Any exceptions to the Policy, if permitted, may only be granted
by the Corporate Secretary and must be provided before any activity contrary to the above requirements takes place.
IV.
Transactions by Family Members and Others
(a)
This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college,
stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your
household, and any family members who do not live in your household but whose transactions in the Company’s
securities are directed by you or are subject to your influence or control, such as parents or children who consult with
you before they trade in the Company’s securities (collectively referred to as “family members”).
V.
Transactions by Entities that You Influence or Control
(a)
This Policy applies to any entities that you influence or control, including any corporations, limited liability
companies, partnerships or trusts (collectively referred to as “Controlled Entities”), and transactions by these
Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for
your own account.
VI.
Transactions Under Company Plans
With respect to the following transactions, this Policy will apply only as indicated below:
(a)
Stock Option Exercises. This Policy applies to any sale of stock as part of a broker-assisted cashless exercise of an
option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option or
the related withholding tax. The Policy does not, however, apply to a simple exercise and hold transaction in which
you pay both the exercise price of the option and any required withholding tax in cash and you hold the stock issued
upon exercise of the option in your brokerage account.
8

(b)
Restricted Stock Units. This Policy does not apply to the vesting of restricted stock units. The Policy does apply,
however, to any open market sale of the underlying stock.
(c)
401(k) Plan. This Policy does not apply to purchases of the Company’s securities in the Company’s 401(k) plan
resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election. This
Policy does apply, however, to certain elections you may make under the 401(k) plan, including: (a) an election to
increase or decrease the amount or percentage of your periodic contributions that will be allocated to the Company
stock fund; (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company
stock fund; (c) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of
some or all of your Company stock fund balance; and (d) an election to pre-pay a plan loan if the pre-payment will
result in allocation of loan proceeds to the Company stock fund.
(d)
Deferred Compensation Plans. This Policy does not apply to the allocation of Company stock units to your account
under a deferred compensation plan resulting from your periodic deferrals under the plan pursuant to your deferral
election. This Policy does apply, however, to certain elections you may make under a deferred compensation plan,
including: (a) an election to increase or decrease the amount or percentage of your deferral that will be allocated to
Company stock units; and (b) an election to make an intra-plan transfer of an existing account balance into or out of
the Company stock units.
VII.
Other Transactions
(a)
The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate
conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is strongly
recommended that any persons subject to this Policy not engage in any of the following transactions or otherwise
consider the Company’s preferences as described below:
(i)
Short-Term Trading. Short-term trading of the Company’s securities (an open market purchase within six
months of a sale and vice versa) may be distracting and unduly focus the person’s attention on the Company’s
short-term stock market performance instead of the Company’s long-term business objectives.
(ii)
Short Sales. Short sales of the Company’s securities (i.e., the sale of a security that the seller does not own)
may evidence an expectation on the part of the seller that the securities will decline in value, and therefore
have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In
addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance.
(iii)
Publicly-Traded Options. Given the relatively short term of publicly-traded options, transactions in options
may create the appearance that a director, officer or employee is trading based on material non-public
information and focus a director’s, officer’s or other employee’s attention on short-term performance at the
expense of the Company’s long-term objectives.
8

(iv)
Hedging Transactions. Hedging transactions (such as prepaid variable forwards, equity swaps, collars and
exchange funds) may permit a director, officer or employee to continue to own the Company’s securities
obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership.
When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s
other shareholders.
(v)
Margin Accounts and Pledged Securities. Securities held in a margin account or pledged as collateral for a
loan may be sold without the customer’s consent if the customer fails to meet a margin call or defaults on the
loan. Such sale may occur at a time when the pledgor is aware of material non-public information.
NOTE: Section 16 Persons and other officers reporting directly to the CEO are subject to certain additional restrictions
relative to these types of transactions. See Section II of Part 3.
8

PART 2
I.
Blackout Periods
(a)
All Covered Persons are prohibited from trading in the Company’s securities during blackout periods.
(i)
Quarterly Blackout Periods. In addition to the general policy in Section I of Part 1, trading in the Company’s
securities is prohibited during the period beginning at the close of the market on the fifteenth (15th) day of the
third month of each fiscal quarter and ending after one (1) full trading day following the release of the
Company’s quarterly earnings. The Company may extend these blackout periods at any time by notice to
Covered Persons.
(ii)
Other Blackout Periods. From time to time, other types of material non-public information regarding the
Company (such as negotiation of mergers, acquisitions or dispositions or new product developments) may be
pending and not be publicly disclosed. While such material non-public information is pending, the Company
may impose special blackout periods during which Covered Persons are prohibited from trading in the
Company’s securities. If the Company imposes a special blackout period, it will notify the Covered Persons
affected.
(iii)
Exception. These trading restrictions do not apply to transactions under a pre-existing written plan, contract,
instruction, or arrangement which provides an affirmative defense from insider trading liability under Rule
10b-5 (a “Rule 10b5-1 Plan”). To comply with the Policy, a Rule 10b5-1 Plan must be approved by the
Corporate Secretary and meet the requirements of Rule 10b5-1 (including specified waiting periods and
limitations on multiple overlapping plans and single trade plans).
8

PART 3
I.
Pre-clearance of Securities Transactions
(a)
Section 16 Persons and other officers reporting directly to the CEO may not engage in any transaction in the
Company’s securities, including a transfer of securities as a gift, without first obtaining pre-clearance of the
transaction from the CEO and Corporate Secretary. The CEO and Corporate Secretary are under no obligation to
approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If a person seeks
pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any
transaction in the Company’s securities, and should not inform any other person of the restriction.
(b)
Unless otherwise specified by the Corporate Secretary, pre-cleared trades must be effected within five business days
of receipt of pre-clearance. Transactions not effected within the time limit would be subject to pre-clearance again.
II.
Restricted Transactions
(a)
Short-Term Trading. The securities laws impose liability for “short-swing profits” by Section 16 Persons and require
the Company to recover those profits. Any profit realized from the open market purchase and sale or sale and
purchase of the Company’s securities, within any period of less than six months may be recovered in a court action
brought by the Company or any stockholder on behalf of the Company. For this reason, Section 16 Persons and other
officers reporting directly to the CEO are prohibited from engaging in transactions that would generate “short-swing”
profits.
(b)
Short Sales. The securities laws also prohibit short sales by Section 16 Persons. Other officers reporting directly to the
CEO are also prohibited by this Policy from engaging in short sales of the Company’s securities.
(c)
Hedging Transactions. For the reasons described in Section VII of Part 2, Section 16 Persons and other officers
reporting directly to the CEO are prohibited from engaging in hedging transactions.
(d)
Margin Accounts and Pledged Securities. For the reasons described in Section VII of Part 1, Section 16 Persons and
other officers reporting directly to the CEO are prohibited from holding the Company’s securities in a margin account
or otherwise pledging the Company’s securities as collateral for a loan. The Corporate Secretary may grant exceptions
to this prohibition when any such person wishes to pledge the Company’s securities as collateral for a loan (not
including margin debt) and clearly demonstrates the financial capacity to repay the loan without resorting to the
pledged securities. All requests for exceptions must be submitted to the Corporate Secretary at least two weeks prior
to the transaction.
8

DuPont de Nemours, Inc.
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
Set forth below are certain subsidiaries of DuPont de Nemours, Inc.
Organized Under
Laws Of
Name
Registrant - DuPont de Nemours, Inc.
United States
CUPOSIT Electronic Materials Zhangjiagang Co., Ltd.
China
DDP Speciality Products India Private Limited
India
DDP Specialty Electronic Materials US 9, LLC
United States
DDP Specialty Electronic Materials US, LLC
United States
DDP Specialty Products Japan K.K.
Japan
DDP Specialty Products Korea Ltd.
Korea
DDP Specialty Products Taiwan Co., Ltd.
Taiwan
DSP S.A.S.
France
DSP Singapore Holdings Pte. Ltd.
Singapore
Du Pont China Holding Company Limited
China
Du Pont China Limited
Hong Kong
Du Pont de Nemours (Deutschland) GmbH
Germany
Du Pont Taiwan Limited
Taiwan
DuPont Acquisition (Luxembourg) S.à.r.l.
Luxembourg
DuPont De Nemours (Luxembourg) S.à.r.l.
Luxembourg
DuPont de Nemours International Sarl
Switzerland
DuPont Electronic Materials Asia, Inc., Taiwan Branch
Taiwan
DuPont Electronic Materials CMP, LLC
United States
DuPont Electronic Materials International, LLC
United States
DuPont Electronic Polymers L.P.
United States
DuPont Electronics, Inc.
United States
DuPont International Commerce (Shanghai) Co., Ltd.
China
DuPont Japan Kabushiki Kaisha
Japan
DuPont Materials (Dongguan) Co., Ltd.
China
DuPont Memcor (Australia) Pty Ltd.
Australia
DuPont Performance Products (Hong Kong) Limited
Hong Kong
DuPont Performance Products Japan Kabushiki Kaisha
Japan
DuPont Performance Products Korea Ltd.
Korea
DuPont Safety & Construction, Inc.
United States
DuPont SP Services Sarl
Switzerland
DuPont Specialty Materials (Hong Kong) Limited
Hong Kong
DuPont Specialty Materials (Shanghai) Co., Ltd.
China
DuPont Specialty Materials Korea Ltd.
Korea
DuPont Specialty Materials Singapore Pte. Ltd.
Singapore
DuPont Specialty Products GmbH & Co. KG
Germany
DuPont Specialty Products India Private Limited
India
DuPont Specialty Products Kabushiki Kaisha
Japan
DuPont Specialty Products Korea Ltd.
Korea
DuPont Specialty Products Limited
Saudi Arabia
DuPont Specialty Products Operations Sàrl
Switzerland
DuPont Specialty Products Taiwan Ltd.
Taiwan
DuPont Specialty Products USA, LLC
United States
DuPont Specialty Solutions Korea Ltd.
Korea
DuPont Styro Corporation
Japan
DuPont Technology (Shanghai) Co., Ltd.
China
DuPont Toray Specialty Materials Kabushiki Kaisha
Japan
EIDCA Specialty Products Company
Canada

EKC Technology, Inc.
United States
FilmTec Corporation
United States
Laird s.r.o.
Czech Republic
Laird Technologies (SEA) PTE Ltd.
Singapore
Laird Technologies (Shanghai) Company Limited
China
Laird Technologies (Shenzhen) Company Limited
China
Laird Technologies, Inc.
United States
Multibase S.A.
France
NITTA DuPont Incorporated
Japan
NITTA DuPont Trading Company
Japan
3313045 Nova Scotia Company
Canada
Performance Specialty Products do Brasil
Brazil
Performance Specialty Products (Singapore) Pte Ltd.
Singapore
Performance Specialty Singapore 2 Pte Ltd.
Singapore
Performance Specialty Products Asturias S.L.U.
Spain
Performance Specialty Products Iberica S.L.U.
Spain
PPC Industries Inc.
United States
Productos Especializados de Mexico DDM
Mexico
Specialty Electronic Materials Netherlands B.V.
Netherlands
Specialty Electronic Materials Switzerland GmbH
Switzerland
Spectrum Plastics Group, Inc.
United States
Zhejiang OMEX Environmental Engineering Co., Ltd.
China
Subsidiaries not listed would not, if considered in the aggregate as a single subsidiary, constitute a significant subsidiary.

Consent of Independent Registered Public Accounting Firm
EXHIBIT 23
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-281476) and Form S-8 (Nos. 333-240242, 333-
231864, 333-220330 and 333-220324) of DuPont de Nemours, Inc. of our report dated February  14, 2025 relating to the financial statements, financial
statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 14, 2025

DuPont de Nemours, Inc.
EXHIBIT 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Edward D. Breen, certify that:
1.    I have reviewed this annual report on Form 10-K of DuPont de Nemours, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
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;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: February 14, 2025
/s/ Edward D. Breen
Edward D. Breen
Executive Chairman

DuPont de Nemours, Inc.
EXHIBIT 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Lori D. Koch, certify that:
1.
I have reviewed this annual report on Form 10-K of DuPont de Nemours, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
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;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: February 14, 2025
/s/ Lori D. Koch
Lori D. Koch
Chief Executive Officer

DuPont de Nemours, Inc.
EXHIBIT 31.3
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Antonella B. Franzen, certify that:
1.
I have reviewed this annual report on Form 10-K of DuPont de Nemours, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
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;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: February 14, 2025
/s/ Antonella B. Franzen
Antonella B. Franzen
Chief Financial Officer

DuPont de Nemours, Inc.
EXHIBIT 32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Edward D. Breen, Executive Chairman of DuPont de Nemours, Inc. (the “Company”), certify that:
1.
the Annual Report on Form 10-K of the Company for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Edward D. Breen
Edward D. Breen
Executive Chairman
February 14, 2025

DuPont de Nemours, Inc.
EXHIBIT 32.2
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Lori D. Koch, Chief Executive Officer of DuPont de Nemours, Inc. (the “Company”), certify that:
1.
the Annual Report on Form 10-K of the Company for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Lori D. Koch
Lori D. Koch
Chief Executive Officer
February 14, 2025

DuPont de Nemours, Inc.
EXHIBIT 32.3
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Antonella B. Franzen, Chief Financial Officer of DuPont de Nemours, Inc. (the “Company”), certify that:
1.
the Annual Report on Form 10-K of the Company for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Antonella B. Franzen
Antonella B. Franzen
Chief Financial Officer
February 14, 2025