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

For the quarterly period ended September 30, 2023

or

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

Commission file number: 001-38196

(Exact name of registrant as specified in its charter)

(302) 295-5783

(Registrant’s Telephone Number, Including Area Code)

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

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

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.

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

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.

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

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

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

DuPont de Nemours, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Discontinued operations activity consists of the following:

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

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

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.

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.

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

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

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

1.Europe, Middle East and Africa.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates") are recorded in "Investments and noncurrent receivables" in the Condensed Consolidated Balance Sheets. The Company's net investment in nonconsolidated affiliates at September 30, 2023 and December 31, 2022 is $699 million and $686 million, respectively. 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.

Sales to nonconsolidated affiliates represented less than 2 percent and approximately 2 percent of total net sales for the three and nine months ended September 30, 2023, respectively, and less than 2 percent for the three and nine months ended September 30, 2022. Purchases from nonconsolidated affiliates represented less than 3 percent of “Cost of sales” for the three and nine months ended September 30, 2023 and 2022. The Company maintained an ownership interest in six nonconsolidated affiliates at September 30, 2023.

The changes in the carrying amounts of goodwill during the nine months ended September 30, 2023 were as follows:

1.On August 1, 2023, DuPont completed the Spectrum Acquisition. Final determination of the goodwill value assigned may result in adjustments to the preliminary value recorded. See Note 3 for additional information.

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

As part of its annual assessment in the fourth quarter of 2022, the Company determined that the estimated fair value of the Protection reporting unit within Water & Protection exceeded its carrying value by approximately 10 percent. As of September 30, 2023, the carrying amount of goodwill within this reporting unit was $5.5 billion. In 2023 the Company has experienced a continued challenging macroeconomic environment impacting the businesses within the Protection reporting unit, primarily driven by softness in the residential, non-residential and repair and remodel markets which has negatively impacted Protection’s financial performance. The Company continues to monitor adverse changes in interest rates and fluctuations in foreign currency exchange rates and the related impact on the Protection reporting unit’s fair value and carrying value. While the challenging macroeconomic environment continues to impact the Protection reporting unit, the Company has not identified any triggering events indicating that it is more likely than not that goodwill is impaired as of September 30, 2023. Subsequently, the Company evaluated the Protection reporting unit as part of its annual impairment test at October 1, 2023 and determined that the estimated fair value of the Protection reporting unit exceeded its carrying value by less than 5 percent. Should these macroeconomic conditions persist, including interest rate fluctuations, recovery delays, or other events occur indicating that the estimated future cash flows of the reporting unit have further declined, the Company may be required to record future non-cash impairment charges related to goodwill due to the limited amount of fair value in excess of carrying value.

The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:

1.As part of the Spectrum Acquisition, the Company acquired customer-related intangible assets of $888 million, developed technology of $126 million and trademark/tradename of $18 million. See Note 3 for additional information.

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

1.Includes intangible assets acquired as part of the Spectrum Acquisition. See Note 3 for additional information

Total estimated amortization expense for the remainder of 2023 and the five succeeding fiscal years is as follows:

A summary of DuPont's short-term borrowings, long-term debt and available credit facilities can be found in Note 15 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. If applicable, updates have been included in the respective section below.

Commercial paper at September 30, 2023 and December 31, 2022 was $175 million and zero, respectively. The weighted-average interest rate on commercial paper was 5.43 percent at September 30, 2023.

Long-term debt at September 30, 2023 and December 31, 2022 was $7,740 million and $7,774 million, respectively. Included in the long-term debt balance is a fair value hedging revaluation related to the Company's interest rate swap agreements. At September 30, 2023 and December 31, 2022 this balance was $118 million and $71 million, respectively. See Note 19 for additional information.

Unused bank credit lines on uncommitted credit facilities were approximately $706 million at September 30, 2023. These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were approximately $116 million at September 30, 2023. These letters of credit support commitments made in the ordinary course of business.

On May 10, 2023, the Company entered into a new $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). There were no drawdowns of the facility during the nine month period ended September 30, 2023.

The Company and certain of its designated suppliers, at their sole discretion, participate in a supplier financing program with a financial institution serving as an intermediary. Under this program, the Company agrees to pay the financial institution the stated amount of confirmed invoices from its designated suppliers on the same terms and on the original maturity dates of the confirmed invoices, which have a weighted average payment term of approximately 110 days. The Company does not pay any annual subscription or service fee to the financial institution, nor does the Company reimburse its suppliers for any costs they incur to participate in the program. The Company’s obligations are not impacted by the suppliers’ decision to participate in this program. The Company or the financial institution may terminate the agreement upon at least 30 days’ notice.

The amount of invoices outstanding confirmed as valid under the supplier financing programs as of September 30, 2023 and December 31, 2022 was $109 million and $127 million, respectively, and is recorded in “Accounts Payable” in the Condensed Consolidated Balance Sheets.

The Company and certain subsidiaries are involved in various lawsuits, claims and environmental actions that have arisen in the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain substances at various sites. In addition, in connection with divestitures and the related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. The Company records liabilities for ongoing and indemnification matters when the information available indicates that it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.

As of September 30, 2023, the Company has recorded indemnification assets of $20 million within "Accounts and notes receivable - net" and $239 million within "Deferred charges and other assets" and indemnification liabilities of $159 million within "Accrued and other current liabilities" and $267 million within "Other noncurrent obligations" within the Condensed Consolidated Balance Sheets. As of December 31, 2022, the Company has recorded indemnification assets of $70 million within "Accounts and notes receivable - net" and $237 million within "Deferred charges and other assets" and indemnified liabilities of $211 million within "Accrued and other current liabilities" and $274 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

The Company’s accruals for indemnification liabilities related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company and to the DowDuPont ("DWDP") Separation and Distribution Agreement and the Letter Agreement between the Company and Corteva (together the “Agreements”) discussed below, are included in the balances above. Additionally, as of September 30, 2023 the Company has recognized a liability of $401 million (including interest) related to the settlement agreement between Chemours, Corteva, EIDP and DuPont related to the aqueous film-forming foams multi-district litigation, as discussed below.

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. In connection with the MOU, the confidential arbitration process regarding certain claims by Chemours was terminated in February 2021. The parties have further agreed not to bring any future, additional claims regarding the Chemours Separation Agreement or the MOU outside of arbitration.

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

The parties have agreed that, during the term of this sharing arrangement, Qualified Spend up to $4 billion will be borne 50 percent by Chemours and 50 percent, up to a cap of $2 billion, by the Company and Corteva. The Company and Corteva will split their 50 percent of Qualified Spend in accordance with the Agreements; accordingly, the Company's portion of the $2 billion is approximately $1.4 billion. At September 30, 2023, the Company had paid Qualified Spend of approximately $130 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, subject in each case to certain exceptions set forth in the MOU.

In order to support and manage any potential future eligible PFAS costs, the parties also agreed to establish an escrow account, (the "MOU Escrow Account"). The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 million and DuPont and Corteva shall together deposit $100 million in the aggregate into the MOU Escrow Account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $50 million and DuPont and Corteva shall together deposit $50 million in the aggregate into the MOU Escrow Account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any calendar year beginning with 2022 through and including 2028. Additionally, if on December 31, 2028, the balance in the MOU Escrow Account (including interest) is less than $700 million, Chemours will make 50 percent of the deposits and DuPont and Corteva together will make 50 percent of the deposits necessary to restore the balance to $700 million. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the replenishment terms set forth in the MOU.

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

The Agreements provide that the Company and Corteva will each bear specified amounts plus an additional $200 million of Indemnifiable Losses, described below, in relation to certain EIDP Stray Liabilities. The Agreements further provide that the Company and Corteva will each bear 50 percent, $150 million each, of the first $300 million of total Indemnifiable Losses related to PFAS Stray Liabilities. When the companies meet their respective $150 million threshold, Indemnifiable Losses related to PFAS Stray Liabilities will be borne 71 percent by DuPont and 29 percent by Corteva. Indemnifiable Losses up to $150 million incurred for PFAS Stray Liabilities are credited against each company’s $200 million threshold. Corteva and DuPont have met their respective $150 million threshold for PFAS Stray Liabilities. As a result and in accordance with the Agreement, DuPont is bearing 71 percent of Indemnifiable Losses related to PFAS Stray Liabilities. At September 30, 2023, DuPont has accrued for future Qualified Spend and Indemnifiable Losses related to PFAS Stray Liabilities accordingly.

Corteva has met its $200 million threshold. As a result and in accordance with the Agreements, until DuPont meets its $200 million threshold, DuPont is responsible for managing the Non-PFAS Stray liabilities and is bearing all Indemnifiable Losses associated with Non-PFAS Stray Liabilities. Thereafter, DuPont will bear 71 percent and Corteva will bear 29 percent of Indemnifiable Losses related to Non-PFAS Stray Liabilities. At September 30, 2023, DuPont has accrued for future Indemnifiable Losses related to Non-PFAS Stray 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:

1.As of September 30, 2023 and December 31, 2022, total indemnified liabilities accrued include $144 million and $161 million, respectively, related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Consent Order between Chemours and the North Carolina Department of Environmental Quality (the "NC DEQ").

In addition to the above, as of September 30, 2023, the Company has recognized a liability of $401 million (including interest) related to the settlement agreement between Chemours, Corteva, EIDP and DuPont related to the aqueous film-forming foams multi-district litigation, as discussed below.

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

In 2004, EIDP settled a West Virginia state court class action, Leach v. E. I. du Pont de Nemours and Company, which alleged that PFOA from EIDP’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents. Members of the Leach class have standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. In 2017, Chemours and EIDP each paid $335 million to settle the multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water. The 2017 settlement did not resolve about 100 cases subsequently brought by Leach class members.

On January 21, 2021, EIDP and Chemours entered into settlement agreements with plaintiffs’ counsel representing the Ohio MDL plaintiffs providing for a settlement of all but one of the approximately 100 cases (the “Settlement”). The total settlement amount was $83 million in cash with each of the Company and EIDP contributing $27 million and Chemours contributing $29 million. At June 30, 2021 the Company had paid in full its $27 million contribution. The Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by the Company, Corteva, EIDP or Chemours. The personal injury case captioned “Abbott v. E. I. du Pont de Nemours and Company” was not included in the Settlement and is ongoing.

In connection with the Settlement, plaintiffs' counsel filed a motion to terminate the Ohio MDL, which was later withdrawn. Subsequent to the withdrawal, plaintiffs' counsel has filed or indicated intent to file several new cases into the Ohio MDL. DuPont was not a named party in the Leach case or the Ohio MDL and is not a named party in the Abbott case or the new cases being filed into the Ohio MDL.

As of September 30, 2023, there are various cases alleging damages due to PFAS which are discussed below. Such actions often include additional claims based on allegations that the transfer by EIDP of certain PFAS liabilities to Chemours resulted in a fraudulent conveyance or voidable transaction. With the exception of the fraudulent conveyance claims, which are excluded from the MOU, legal fees, expenses, costs, and any potential liabilities for eligible PFAS costs presented by the following matters will be shared as defined in the MOU between Chemours, EIDP, Corteva and DuPont.

Beginning in April 2019, several dozen lawsuits alleging water contamination from the use of PFAS-containing aqueous film-forming foams (“AFFF”) were filed against EIDP and Chemours, in addition to 3M and other AFFF manufacturers. The majority of these lawsuits were consolidated in a multi-district litigation (the “AFFF MDL”). The AFFF MDL is captioned In Re: Aqueous Film Forming Foams (AFFF) Products Liability Litigation and is pending in the United States District Court for the District of South Carolina, (the “Court”). Since then, the AFFF MDL has grown and contains approximately 5,100 cases. Most of the actions in the AFFF MDL identify DuPont as a defendant only for fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations. Generally, the AFFF MDL contains multiple types of lawsuits including, but not limited to, personal injury cases, state attorneys general natural resource damages cases, and water provider contamination. DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containing products.

On June 30, 2023, Chemours, Corteva, EIDP and DuPont entered a definitive agreement to comprehensively resolve all PFAS-related claims of a defined class of U.S. public water systems, including but not limited to water systems that are part of the AFFF MDL related to the use of aqueous film-forming foam, (the “Water District Settlement Agreement”) for $1.185 billion in cash. In August 2023, the Court preliminarily approved the Water District Settlement Agreement. Subsequent to the approval, during the third quarter of 2023, Chemours, EIDP, Corteva and DuPont collectively contributed $1.185 billion to a Qualified Settlement Fund (the “Water District Settlement Fund”). In accordance with the MOU, Chemours contributed about 50 percent of the settlement amount (about $592 million), and DuPont (about $400 million) and Corteva (about $193 million) together contributed the remaining 50 percent. Each of Chemours, Corteva and DuPont used its respective MOU Escrow Account deposits to fund in part their respective contributions into the Water District Settlement Fund. As of June 30, 2023, DuPont had deposited an aggregate of $100 million into the MOU Escrow Account all of which it used to fund in part its $400 million contribution to the Water District Settlement Fund. As a result, DuPont has $400 million, excluding interest, at September 30, 2023 related to these liabilities reflected in "Restricted cash and cash equivalents"on the Condensed Consolidated Balance Sheets. DuPont's aggregate MOU escrow deposits of $100 million, exlcuding interest, at December 31, 2022 is reflected in "Restricted cash and cash equivalents - noncurrent" on the Condensed Consolidated Balance Sheets.

The defined class is composed of all Public Water Systems, as defined in 42 U.S.C § 300f, with a current detection of PFAS and all Public Water Systems, that are currently required to monitor for PFAS under the EPA’s Fifth Unregulated Contaminant Monitoring Rule (“UCMR 5”) or other applicable federal or state law. The matter captioned City of Stuart, Florida v. 3M Company, et al.is included in the settlement. The class does not include water systems owned and operated by a State or the United States government; small systems that have not detected PFAS and are not currently required to monitor for it under federal or state requirements; and, unless they otherwise request to be included, water systems in the lower Cape Fear River Basin of North Carolina.

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

As part of the approval process, the Court established a timetable for notice to class members, for hearings on approval, and for class members to opt out of the settlement. The opt out period ends on December 4, 2023. The Water District Settlement Agreement addresses conditions under which the settlement might not proceed, including a walk-away right that enables Chemours, Corteva and DuPont to terminate the settlement if class member opt outs exceed specified confidential levels. As part of the Court’s preliminary approval, a stay order for pre-existing lawsuits and an injunction prohibiting the filing of new suits, was entered. This stay order and injunction suspends these lawsuits unless and until the Court grants any specific requests for exclusion. A fairness hearing is scheduled for December 14, 2023. The Court may issue its final approval of the settlement during or at any time after, the fairness hearing.

Chemours, Corteva and DuPont have agreed to waive the obligation to make additional deposits into the MOU Escrow Account in 2023 and have agreed to waive the obligation due September 30, 2024 if (i) between October 1, 2023 and September 30, 2024, the parties have entered into settlement agreements resolving liabilities constituting Qualified Spend under the MOU that in the aggregate exceed $100 million; (ii) each company has fully funded its respective portion share, in accordance with the MOU, of such settlements; and (iii) such settlements are consummated. If the Water District Settlement is not consummated, Chemours, Corteva and DuPont will redeposit into the MOU Escrow Account the cash each withdrew to partially fund its respective contribution to the Water District Settlement Fund.

At September 30, 2023, DuPont has recorded a liability of about $401 million (including interest) in connection with the Water District Settlement Agreement, included in "Accrued and other current liabilities" within the Condensed Consolidated Balance Sheets. The $400 million pre-tax charge is recorded in discontinued operations for the nine months ended September 30, 2023. As of September 30, 2023 the $400 million deposited, plus interest, within the Water District Settlement Fund is reflected in "Restricted cash and cash equivalents - current" on the Condensed Consolidated Balance Sheets. The Company has presented these funds as restricted cash since their use is restricted under the Water District Settlement Agreement. The funds will be removed from restricted cash and de-recognized, along with the associated accrued liability, upon final Court approval of the Water District Settlement Agreement. The funds will be returned to the contributing company in the event that the Court does not grant final approval of the Water District Settlement Agreement or the walk-away right is exercised.

There are also state attorneys general lawsuits against DuPont, outside of the AFFF MDL that make claims of environmental contamination by certain PFAS compounds distinct from AFFF. Generally, the states raise common law tort claims and seek economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to cleanup contamination from certain PFAS compounds, and to abate the alleged nuisance. Most of these actions include fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.

In July 2021, Chemours, Corteva (for itself and EIDP) and DuPont reached a resolution with the State of Delaware for $50 million among other consideration, that avoids litigation and addresses potential natural resources damages from known historical and current releases by the companies in or affecting Delaware. In 2022, the companies paid the settlement consistent with the MOU; accordingly, DuPont paid $12.5 million. The settlement provides for a potential Supplemental Payment to Delaware up to a total of $25 million funded 50 percent by Chemours and 50 percent by Corteva and DuPont, jointly, under certain circumstances which are not deemed probable.

In April 2021, a historic DuPont Dutch subsidiary and the Dutch entities of Chemours and Corteva, received a civil summons filed before the Court of Rotterdam, the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility. The municipalities are seeking liability declarations relating to the Dordrecht site’s current and historical PFAS operations and emissions. On September 27, 2023, the Court determined that the defendants were liable to the municipalities for (i) PFOA emissions between July 1, 1984 to March 1, 1998 and (ii) removal costs if deposited emissions on the municipalities land infringes the applicable municipality’s property rights by an objective standard. Additional briefing is expected on this judgment and in accordance with local procedure, the Court will determine damages, if any, in a separate, subsequent proceeding.

On March 24, 2023, the Cape Fear Public Utility Authority (“CFPUA”) filed a lawsuit in Delaware Chancery Court against EIDP, Chemours, Corteva, and DuPont alleging that the companies engaged in a series of corporate restructurings in order to evade PFAS liabilities. CFPUA asks for the court to unwind the Chemours spin off; the DowDuPont merger and subsequent separations; to find that DuPont and Corteva have assumed PFAS liabilities from EIDP and Chemours; to enjoin the defendants from distributing, transferring, capitalizing, or disposing of any proceeds from the sale of any business, segment, division or asset; and to impose a constructive trust over any such proceeds.

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

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

While Management believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses as of the date of this report, it is reasonably possible that the Company could incur additional eligible PFAS costs and Indemnifiable Losses in excess of the amounts accrued. It is not possible to predict the outcome of any such matters due to various reasons including, among others, future actions and decisions, as well as factual and legal issues to be resolved in connection with PFAS matters. As such, at this time DuPont is unable to develop an estimate of a possible loss or range of losses, if any, above the liability accrued at September 30, 2023. It is possible that additional costs or losses could have a significant effect on the Company’s financial condition and/or cash flows in the period in which they occur; however, costs qualifying as Qualified Spend are limited by the terms of the MOU.

In addition to the matters described above, the Company is party to claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class actions and seek damages in very large amounts. As of September 30, 2023, the Company has liabilities of $17.7 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.

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. At September 30, 2023, the Company had accrued obligations of $300 million for probable environmental remediation and restoration costs. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the Condensed Consolidated Balance Sheets. It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s 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: