DuPont de Nemours (DD) 10-K risk factor changes: FY2023 vs FY2022

DuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of [removed: its historic] [added: the] Mobility & Materials [removed: segment] [added: business] to [removed: Celanese,] [added: Celanese] and [removed: in connection with DuPont’s pursuit] [added: divestiture] of [removed: plans to divest] the Delrin® [removed: business,] [added: business to TJC (the "M&M Divestitures"),] fail to qualify for their intended tax treatment.

Prior to the [removed: Closing] [added: closing] of the M&M [removed: Divestiture,] [added: Divestitures,] DuPont engaged in certain internal reorganization activities to separate [removed: the M&M Divested Businesses, and in certain cases in connection therewith, the Delrin® business,] into [removed: separate subsidiaries] and to [added: separately] align the [removed: subsidiaries] [added: legal entities] holding the M&M [removed: Divested Businesses] [added: Business] and the Delrin® business [removed: (referred to collectively as the "M&M Businesses")] for [removed: disposition in a tax-efficient manner.][added: disposition.]

DuPont has recognized a tax liability [added: pursuant to these reorganization activities] related to the M&M [removed: Divestiture.][added: Divestitures.]

However, if certain [removed: internal transactions related to the separation] of [removed: the M&M Businesses] [added: 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.

[removed: On November 7, 2022, DuPont’s] [added: Subsequent to year end, in the first quarter 2024, the Company’s] Board of Directors approved a new share repurchase [removed: program, which terminates on June 30, 2024, unless extended or shortened by the Board,] [added: program] authorizing the repurchase and retirement of up to [removed: $5] [added: $1] billion of common [removed: stock.][added: stock (“the $1B Program”).]

Under [removed: these] [added: this] or any other future share repurchase programs, DuPont may make share repurchases through a variety of methods, including open share market purchases or privately negotiated [removed: transactions,] [added: transactions off market,] including additional ASR agreements in accordance with applicable federal securities laws.

The existence of [removed: these] 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.

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, [added: 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.

If any of [added: those] assumptions or representations are, or become, inaccurate or incomplete, reliance on the IRS private letter ruling may be affected.

[removed: 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.

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 [added: 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 [removed: could] [added: may] seek to hold it responsible for Dow’s or Corteva’s share of any such liabilities.

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 [removed: Liabilities”).][added: Liabilities”), that are not otherwise defended and indemnified by Chemours.]

At December 31, [removed: 2022,] [added: 2023,] the Company has recorded an indemnification liability related to Stray Liabilities.

At December 31, [removed: 2022,] [added: 2023,] the Company had recorded indemnification assets related to Stray Liabilities and other matters.

[removed: Furthermore, under the terms of the DWDP Tax Matters Agreement, as amended, 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 Tax Opinions, regarding the tax-free status of the distributions and certain related transactions.

[removed: The extent] [added: DuPont is unable] to [removed: which] [added: predict] the [removed: novel coronavirus and variants (COVID-19) and measures taken in response to it, impact DuPont’s] [added: extent of pandemic related impacts on its] business, results of operations, access to sources of liquidity and financial condition [added: which] depends on [removed: future developments, which are] highly uncertain and [removed: cannot be predicted.][added: unpredictable future developments.]

DuPont’s manufacturing operations may be [removed: further] adversely affected by impacts [removed: from COVID-19 including, among other things, additional] [added: of pandemics including] government actions and other responsive measures, [removed: more and /or deeper supply chain disruptions,] quarantines and health and availability of essential onsite personnel.

DuPont, when necessary, [removed: is taking] [added: will take] actions, including reducing costs, restructuring actions, and delaying certain capital expenditures and non-essential spend.

There can be no guaranty that such actions [removed: will] [added: would] significantly mitigate the impact [removed: of COVID-19] on the company’s business, results of operations, access to sources of liquidity or financial condition and the Company may [removed: continue to] experience materially adverse impacts to its business, results of operations and financial condition as a result of related global economic impacts, including inflationary pressures that have occurred and may continue to occur in the future.

Supply chain and operational [removed: disruptions] [added: disruptions, including those as a result of pandemics] and [added: climate change, and] volatility in energy and raw material [removed: costs] [added: costs,] could significantly increase costs and [removed: expenses and] [added: expenses,] adversely impact the Company’s sales and [removed: earnings.][added: earnings and impact access to sources of liquidity.]

In addition, the [removed: Company’] [added: Company’s] suppliers may experience capacity limitations in their own operations or may elect to reduce or eliminate certain product lines.

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 [removed: other things, negotiated long-term contracts some which include minimum purchase obligations.]

[added: As a] result, volatility in these costs may negatively impact the Company’s business, results of operations, financial condition and cash flows.

The Company’s business, results of operations, financial condition and cash flows could be adversely affected by interruption [added: or regulation] of the Company’s information technology or network systems and [added: storage of information and] other business disruptions.

DuPont relies on centralized and local information technology [added: 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 [removed: collects] [added: collects, stores, processes, uses] and [removed: stores] [added: has access to] certain data, including proprietary business [removed: information,] and [removed: has access to confidential or] personal information [added: or data] that is subject to privacy and security laws, [removed: regulations] [added: regulations, orders] and [removed: customer-imposed controls.][added: controls or rules imposed by customer or other contracts.]

The interpretation and application of data protection laws in the U.S., Europe, including the EU General Data Protection Regulation, Asia Pacific, Latin [removed: America,] [added: America] and elsewhere are continuing to evolve and may be different across these jurisdictions.

[removed: Violations of these laws could result in criminal or civil sanctions and even] [added: Even] the mere allegation of such violations, could harm the Company’s ability to do business, its results of operations, financial position and reputation.

Like [removed: most] [added: other] major corporations, DuPont is the target of [removed: industrial espionage, including] cyber-attacks, from time to [removed: time.][added: time, which include phishing, spam emails, hacking, social engineering, industrial espionage and malicious software.]

[removed: Although management does not believe that DuPont has experienced any material losses to date related to these security breaches, including cybersecurity incidents,] [added: Although,] there can be no assurance that DuPont will not suffer such losses in the future.

[removed: 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 [removed: creates] [added: creates, as needed,] responsive action plans [removed: as needed] [added: intended] to mitigate and remediate identified weaknesses in the control environment.

Since certain of the Company's assets, especially those related to the Water & Protection and Electronics and Industrial segment, and those carried at Corporate & Other at December 31, [removed: 2022] [added: 2023] are heritage EIDP, 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.

In accordance with US GAAP, at least [removed: annually,] [added: annually or more frequently if impairment indicators are identified,] DuPont must assess both goodwill and indefinite-lived intangible assets for impairment.

Where DuPont utilizes discounted cash flow methodologies in determining fair values, significant negative industry or economic [removed: trends,] [added: trends and forecasts (including projected revenue, gross margins, selling, administrative, research and development expenses, capital expenditures, the weighted average cost of capital, the 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 our business, divestitures, market capitalization declines or increases in associated discount rates may impair our goodwill and other intangible assets.

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 [added: programs.]

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 [removed: changes;] [added: 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; [removed: and] (vi) [added: 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.

Demand for product offerings that are less carbon-intensive or customers determine support their respective sustainability [removed: goals,] [added: 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.

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 [removed: effectively compete.][added: compete effectively.]

The Company may be required to increase salary and/or benefits to attract top performers which could significantly increase the [removed: Company] [added: Company's] costs and [added: adversely impact its] results of operations.

Other provisions of federal, state, local, or foreign

Furthermore, under the terms of the DWDP Tax Matters Agreement, as amended, 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

The $1B Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.

In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common stock.

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

Final settlement is expected in the second quarter of 2024.

other things, negotiated long-term contracts some which include minimum purchase obligations.

Violations of these laws or standards could result in criminal or civil sanctions, investigations, or enforcement actions.

However, risks from previous cybersecurity incidents, have not materially affected, and are not reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial.

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

Refer to note 14 of the Consolidated Financial Statements for information regarding the goodwill impairment recorded in 2023.

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.

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.

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.

- GDP growth rate, especially in the U.S. and China

China’s policy to enhance domestic supply in sectors where the Company competes, could impact future demand for the Company’s products.

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.

On November 1, 2022, DuPont and one of its subsidiaries completed the sale to Celanese of a majority of the Company’s historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Performance Resins and Advanced Solutions business lines (the “M&M Divested Businesses”) for $11 billion in cash, subject to customary transaction adjustments in accordance with the Transaction Agreement (the “M&M Divestiture”).

On February 18, 2022, DuPont also announced that its Board of Directors approved the divestiture of the Delrin® Business subject to entry into a definitive agreement and satisfaction of customary closing conditions.

There can be no assurance as to the outcome, timing or ability to realize expected benefits from the Delrin® business divestiture process.

In addition to the $250 million remaining under the Company’s existing share repurchase program, which was approved in February 2022.

The Company entered into the 2022 ASR Agreements in November 2022 for the repurchase of an aggregate of $3.25 billion of common stock with $250 million of such repurchases under the existing program and the remaining $3 billion under the new program.

[Table of Conten](#id3d38605398c417eb98c537c07fa3724_7)[ts](#id3d38605398c417eb98c537c07fa3724_7)

remedies.

DuPont is actively monitoring the global impacts of the COVID-19 pandemic, including the impacts from responsive measures, and remains focused on its top priorities - the safety and health of its employees and the needs of its customers.

The Company’s business and financial condition, and the business and financial condition of the company’s customers and suppliers, have been and continue to be impacted by the significantly increased economic, supply and demand uncertainties created by the COVID-19 outbreak.

In addition, public and private sector responsive measures, such as the imposition of travel restrictions, quarantines, adoption of remote working, and suspension of non-essential business and government services, have impacted the

Company’s business and financial condition.

Many of DuPont’s facilities and employees are based in areas impacted by the virus.

While most DuPont manufacturing sites remain in operation, DuPont has reduced or furloughed, when necessary, certain operations in response to government measures, employee welfare concerns and the impact of COVID-19 on the global demand and supply chain.

In response, the Company developed site-by-site protocols in 2020 under which the Company continues to operate.

These protocols include pre-entrance screening, restricting visitor access, social distancing and masking requirements, additional sanitization and disinfecting requirements, restrictions on all nonessential travel and implementation of work-from-home protocols.

Limitations on travel and doing business in-person has increased the Company’s exposure to cybersecurity risks and could negatively impact the Company's innovation and marketing efforts, challenge the ability to deliver against the Company’s strategic priorities and to otherwise transact business in a timely manner, or create operational or other challenges, any of which could harm DuPont’s business.

Furthermore, COVID-19 continues to adversely impact the broader global economy, including negatively impacting economic growth and creating disruption and volatility in the global financial and capital markets, which could result in increases in the cost of capital and/or adversely impact the availability of and access to capital, which could negatively affect DuPont’s liquidity.

DuPont is unable to predict the extent of COVID-19 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, including, but not limited to, the duration and spread of the COVID-19 outbreak, its severity, the emergence of new variants, actions taken in response, the efficacy and availability of vaccines, and how quickly and to what extent normal economic and operating conditions resume.

As a

These cyber-security threats include phishing, spam emails, hacking, social engineering, and malicious software.

programs.

of certain products.

Despite the Company’s training and compliance program, DuPont

As of December 31, [removed: 2022,] [added: 2023,] the Company has [removed: $6.4] [added: $4.4] billion of net working capital and [removed: $3.7] [added: $2.4] billion in cash and cash equivalents.

On November 1, 2022, [added: (the "Transaction Date")] DuPont completed the previously announced divestiture [removed: (the "Transaction Date")] 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”).

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® [removed: Divestiture"), subject to entry into a definitive agreement and satisfaction of closing conditions.][added: Divestiture").]

[removed: In the comparative period, the] [added: The] assets and liabilities [removed: of both the M&M Divestiture and] [added: related to] the Delrin® Divestiture are presented as [removed: held for sale, presented as] [added: assets of] discontinued [removed: operations.][added: operations and liabilities of discontinued operations, respectively.]

[removed: The] [added: In the comparative period, the] results of operations for the years ended December 31, [removed: 2022, 2021] [added: 2022] and [removed: 2020] [added: 2021] present the financial results of the M&M [removed: Businesses, including the M&M Divestiture through the Transaction Date,] [added: Businesses] as discontinued operations.

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

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

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

The results of operations of the Biomaterials business unit are reported in Corporate & Other for [removed: all periods presented.][added: 2021 and 2022.]

[removed: The] [added: In 2022, the] Company [added: exited substantially all business operations in Russia and the Company] does not have operations in the Ukraine.

The parties have agreed that, during the term of this sharing arrangement, Chemours will bear [removed: 50%] [added: 50 percent] of any qualified spend and the Company and Corteva shall together bear [removed: 50%] [added: 50 percent] of any qualified spend.

As of December 31, [removed: 2022,] [added: 2023,] the Company has recorded an indemnification liability of [removed: $186] [added: $206] million in connection with the cost sharing arrangement related to future eligible PFAS costs.

Total pre-tax charges of [removed: $96 million ($74] [added: $487] million [removed: after-tax)] and [removed: $98 million ($76] [added: $96] million [removed: after-tax)] related to the MOU are reflected as a loss from discontinued operations for the year ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, in the Company's Consolidated Statements of Operations.

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 [removed: Sheet.][added: 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 [removed: Sheet.][added: Sheets.]

As a result of the analysis the Company recorded an 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, [removed: 2022] [added: 2023] related to the Electronics & Industrial segment.

During [removed: 2022,] [added: 2023,] the Board of Directors authorized and paid quarterly dividends of [removed: $0.33] [added: $0.36] per share to shareholders of record in the first, second, third and fourth quarters, respectively.

The DuPont Board of Directors on February [removed: 6, 2023] [added: 5, 2024] declared a first quarter [removed: 2023] [added: 2024] dividend of [removed: $0.36] [added: $0.38] per share, a [removed: 9] [added: 6] percent per share increase versus the first quarter [removed: 2022] [added: 2023] dividend, payable on March 15, [removed: 2023,] [added: 2024,] to holders of record at the close of business on February [removed: 28, 2023.][added: 29, 2024.]

In February 2022, the Company's Board of Directors authorized a $1.0 billion share buyback [removed: program which expires on] [added: program, with an expiration date in] March [removed: 31,] 2023.

On November 7, 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 [added: (the "$5B Share Buyback Program")] in addition to the $250 million remaining under the Company’s 2022 Share Buyback Program.

On November 10, 2022, DuPont entered into an accelerated share repurchase ("ASR") [removed: agreement (the “2022 ASR Agreement”)] [added: transaction with three financial counterparties] for the repurchase of an aggregate of approximately $3.25 [removed: billion.][added: billion (the "$3.25B ASR Transaction").]

In accordance with the terms of the [removed: agreement,] [added: agreements with the counterparties,] DuPont received initial deliveries of 38.8 million shares in the [removed: aggregate.][added: aggregate, which were retired immediately and were recorded as a reduction to retained earnings.]

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

The [added: $3.25B] ASR transaction [removed: is being] [added: was] funded with cash on [removed: hand,] [added: hand] from the M&M [removed: Divestiture, and is expected to be completed by the third quarter of 2023.][added: Divestiture.]

In the first quarter of 2022, the Company purchased 5.1 million shares for approximately $375 million, [removed: effectively] [added: thereby] completing the program.

For the year ended December 31, [removed: 2022,] [added: 2023,] DuPont recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of [removed: $61] [added: $35] million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of [removed: $61 million of] severance and related benefit costs.

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

[removed: For the years ended December 31, 2021 and December 31, 2022,] DuPont recorded pre-tax charges related to the 2021 Restructuring Actions in the amount of [removed: $46] [added: $47] million inception-to-date, consisting of severance and related benefit costs of [removed: $26] [added: $27] million and asset related charges of $20 million.

At December 31, [removed: 2022,] [added: 2023,] total liabilities related to the 2021 Restructuring Actions were [removed: $7] [added: $1] million for severance and related benefits.

| In millions | | | [removed: *2022*] [added: *2023*] | | | [removed: *2021*] [added: *2022*] | | | [removed: *2020*] [added: *2021*] | | |

| Net sales | | | $ | [removed: 13,017] [added: 12,068] | | $ | [removed: 12,566] [added: 13,017] | | $ | [removed: 11,128] [added: 12,566] | |

| | | | *For the Year Ended December 31, [removed: 2022*] [added: 2023*] | | | | | | | | | | | | | | | *For the Year Ended December 31, [removed: 2021*] [added: 2022*] | | | | | | | | | | | | | | |

| Electronics & Industrial | | | [removed: 2] [added: —] | | % | [removed: (3)] [added: (1)] | | % | [removed: 3] [added: (11)] | | % | [removed: 5] [added: 2] | | % | [removed: 7] [added: (10)] | | % | [removed: —] [added: 2] | | % | [removed: 1] [added: (3)] | | % | [removed: 12] [added: 3] | | % | [removed: 6] [added: 5] | | % | [removed: 19] [added: 7] | | % |

| Water & Protection | | | [removed: 12] [added: 3] | | | [removed: (4)] [added: (1)] | | | [removed: (1)] [added: (7)] | | | — | | | [removed: 7] [added: (5)] | | | [removed: 2] [added: 12] | | | [removed: 1] [added: (4)] | | | [removed: 8] [added: (1)] | | | — | | | [removed: 11] [added: 7] | | |

| Corporate & Other 1 | | | [removed: 10] [added: 1] | | | [removed: (3)] [added: —] | | | [removed: —] [added: 2] | | | [removed: (29)] [added: (7)] | | | [removed: (22)] [added: (4)] | | | [removed: 5] [added: 10] | | | [removed: 2] [added: (3)] | | | [removed: 8] [added: —] | | | [removed: (15)] [added: (29)] | | | [removed: —] [added: (22)] | | |

| Total | | | [removed: 7] [added: 2] | | % | [removed: (3)] [added: (1)] | | % | [removed: 1] [added: (8)] | | % | [removed: (1)] [added: —] | | % | [removed: 4] [added: (7)] | | % | [removed: 1] [added: 7] | | % | [removed: 2] [added: (3)] | | % | [removed: 10] [added: 1] | | % | [removed: —] [added: (1)] | | % | [removed: 13] [added: 4] | | % |

| U.S. & Canada | | | [removed: 11] [added: 3] | | % | — | | % | [removed: 3] [added: (9)] | | % | [removed: (3)] [added: 2] | | % | [removed: 11] [added: (4)] | | % | [removed: 3] [added: 11] | | % | — | | % | [removed: 8] [added: 3] | | % | [removed: (2)] [added: (3)] | | % | [removed: 9] [added: 11] | | % |

| EMEA 2 | | | [removed: 8] [added: 3] | | | [removed: (8)] [added: 1] | | | [removed: (1)] [added: (4)] | | | [removed: (1)] [added: —] | | | [removed: (2)] [added: —] | | | [removed: —] [added: 8] | | | [removed: 4] [added: (8)] | | | [removed: 10] [added: (1)] | | | [removed: 1] [added: (1)] | | | [removed: 15] [added: (2)] | | |

| Asia Pacific | | | [removed: 4] [added: —] | | | [removed: (4)] [added: (2)] | | | [removed: —] [added: (11)] | | | [removed: —] [added: (1)] | | | [removed: —] [added: (14)] | | | [removed: 1] [added: 4] | | | [removed: 2] [added: (4)] | | | [removed: 11] [added: —] | | | [removed: 1] [added: —] | | | [removed: 15] [added: —] | | |

| Latin America | | | [removed: 9] [added: 1] | | | — | | | [removed: 6] [added: 7] | | | [removed: (1)] [added: 2] | | | [removed: 14] [added: 10] | | | [removed: 3] [added: 9] | | | [removed: (2)] [added: —] | | | [removed: 13] [added: 6] | | | [removed: 2] [added: (1)] | | | [removed: 16] [added: 14] | | |

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 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.

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

In the comparative period, the cash flows for the years ended December 31, 2022 and 2021 present the financial results of the M&M Businesses as discontinued operations.

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The Retained Businesses are included in Corporate & Other.

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 being integrated into 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.

Laird PM has been integrated into the Electronic & Industrials segment.

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In 2023, DuPont continued to experience the impact of macroeconomic factors primarily involving channel inventory destocking and slower industrial demand in China.

The ultimate extent to which these macroeconomic factors will continue to impact DuPont's results is not known.

The global economy has been impacted in recent years by supply chain disruptions and inflationary cost pressures as well as the military conflict between Russia and Ukraine and the COVID-19 pandemic.

The military conflict in the Ukraine did not have a significant impact on results in 2023.

The COVID-19 pandemic is not expected to have a significant impact on the Company's businesses globally in the foreseeable future.

The 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”) of which DuPont is responsible for $400 million.

DuPont’s $400 million contribution 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 increase in pre-tax charges also reflects the agreement by Chemours, Corteva and DuPont with the State of Ohio in which the three companies agreed to pay $110 million of which DuPont’s portion is $39 million.

The Ohio agreement triggers a supplemental payment of $25 million to the State of Delaware related to an agreement reached in 2021 of which the Company’s portion is $9 million.

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The remaining $250 million was completed in 2022 as part of the Company's $3.25B ASR Transaction discussed below.

In connection with the completion of the transaction, the remaining $613 million 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 2023, DuPont entered into an ASR agreement 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 remaining $400 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders’ equity as of December 31, 2023.

Subsequent to year end, in the first quarter of 2024, the accelerated share repurchase agreements under the $2B ASR Transaction were settled.

The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, which were retired immediately and will be recorded as a reduction to 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 and the Company's stock repurchase authorization.

Subsequent to year end, in the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B Program”).

In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common stock; DuPont received initial deliveries in February 2024, of 6 million shares of common stock.

Final settlement is expected in the second quarter of 2024.

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.

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

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

Other Discontinued Operations Tax Matter

Subsequent to the Company’s earnings announcement on February 7, 2023, the Company recorded an adjustment to the provision for income taxes related to Discontinued Operations and deferred income tax liabilities of Discontinued Operations (the “Tax Adjustment”).

The Tax Adjustment resulted in an increase of $70 million in “Income (loss) from discontinued operations, net of tax” and a decrease of $70 million in “Liabilities of discontinued operations” as of and for the year ended December 31, 2022, and a corresponding impact on net income.

The Tax Adjustment did not impact the results of Continuing Operations.

The Consolidated Financial Statements and other financial information included in this annual report on Form 10-K reflect the Tax Adjustment.

Certain macroeconomic factors, including the inflationary cost environment and supply chain disruptions, along with the novel coronavirus (“COVID-19”) and its variants, continue to adversely impact the global economy, including certain suppliers of the Company’s key raw materials.

As a result of COVID-19, the Company qualified for a tax credit of payroll taxes under the Employee Retention Credit (“ERC”) pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act and American Rescue Plan Act.

In the third quarter of 2022, the Company recorded approximately $59 million of benefit to the ERC for full year 2020 and Q1 2021 payroll taxes previously paid.

The benefit was recorded as an offset to the Cost of Sales, Research and Development Expenses ("R&D") and Selling, General and Administrative Expenses ("SG&A"), with a portion, approximately $7 million, of the benefit relating to discontinued operations.

The Company anticipates receiving a refund of the credit in 2023.

With respect to the war in the Ukraine, the Company’s business and operational environment is impacted by, among other things, responsive governmental actions including sanctions imposed by the U.S. and other governments.

In the second quarter of 2022, the Company exited substantially all business operations in Russia, the net sales from which were less than one percent of DuPont’s consolidated net sales in 2021.

In 2022, DuPont experienced supply chain challenges and increased logistics, raw material and energy costs due in part to the negative impact on the global economy from the ongoing war in Ukraine.

The extent to which the conflict may continue to impact DuPont in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, and the extent of supply chain disruptions.

DuPont will continue to monitor the conflict and assess the related sanctions and other effects and may take further actions if necessary.

In the second quarter of 2019, the Company's Board of Directors approved a $2 billion share buyback program, which expired on June 1, 2021.

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

| | | | | | | | | | | | |

*2021 versus 2020*

Portfolio and other changes and currency were flat.

Volume grew across all geographic regions and across all segments, most notably Electronics & Industrial (up 12 percent).

Local price and product mix increased across all regions and all segments with the exception of Electronics & Industrial and EMEA where it was flat.

Portfolio and other changes were flat overall as the July 1, 2021 acquisition of Laird PM in Electronics & Industrial (up 6 percent) was offset by the decline within Corporate & Other (down 15 percent) due to the sale of the Clean Technologies and Solamet® businesses.

The increase was partially offset by the absence of charges in the prior year associated with temporarily idling several manufacturing plants to align supply with demand due to COVID-19.

R&D expense in 2022, 2021 and 2020 was relatively consistent.

The slight decline in R&D expense in 2021 compared to 2020 was primarily due to productivity actions.

The increase in SG&A costs in 2021 compared with 2020 was primarily due to incremental costs from higher personnel related expenses, currency fluctuations, and SG&A costs for six months of the Laird PM acquisition.

The increase in amortization expense in 2021 compared to 2020 was primarily due to the amortization of the intangible assets acquired in the Laird PM Acquisition, partially offset by lower amortization due to the sale of the trichlorosilane business ("TCS Business") in the third quarter of 2020, as well as the classification of the Biomaterials and Clean Technologies business units as held for sale in the third quarter of 2020.

The charges for the year ended December 31, 2020 included a $270 million impairment charge related to long-lived assets and a $52 million impairment charge related to indefinite-lived intangible assets in Corporate & Other, a $318 million impairment charge related to long-lived assets and a $150 million charge related to the 2020 Restructuring Program.

For the year ended December 31, 2020, goodwill impairment charges of $1,862 million related to a business reported in Corporate & Other and the Industrial Solutions reporting unit.

The decrease in earnings of nonconsolidated affiliates for the year ended December 31, 2021 compared to the prior year is primarily due to the sale of DC HSC Holdings LLC and Hemlock Semiconductor L.L.C. (the "HSC Group") in the third quarter of 2020.

The year ended December 31, 2020 included a net pre-tax benefit of $396 million associated with the TCS/HSC Disposal, a pre-tax gain of $197 million related to the sale of the Compound Semiconductor Solutions business unit in the Electronics & Industrial segment, miscellaneous income of $24 million, and income related to non-operating pension and other post-employment benefit plans of $12 million, partially offset by foreign currency exchange losses of $54 million.

The effective tax rate differential was principally the result of the non-tax-deductible goodwill impairment charges impacting Corporate & Other.

in the current and historical periods.

Mobility & Materials segment (the "Retained Businesses") are not in the scope of the M&M Divestitures.

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

2021 Versus 2020

Volume growth was driven by Industrial Solutions primarily due to increased demand in consumer electronics and healthcare markets.

The primary currencies for which the Company has an exchange rate exposure are the [removed: Chinese renminbi ("CNY"),] European euro ("EUR"), [added: Chinese renminbi ("CNY"),] Japanese yen ("JPY"), South Korean won ("KRW") and Canadian dollar ("CAD").

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| In millions | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Foreign currency contracts | | | $ | [removed: (25)] [added: 3] | | $ | [removed: (5)] [added: (25)] | | $ | [removed: (290)] [added: (165)] | | $ | [removed: (192)] [added: (290)] | |

If the U.S. dollar weakened by [removed: 10%,] [added: 10 percent,] the fair value of the net investment hedge would have been approximately [removed: $91] [added: $101] million lower as of December 31, [removed: 2022] [added: 2023] and approximately [removed: $118] [added: $91] million lower as of December 31, [removed: 2021.][added: 2022.]

If the floating rates appreciated by [removed: 10%,] [added: 10 percent,] the fair value of the interest rate swaps would have been approximately $26 million lower as of December 31, [added: 2023 and December 31,] 2022.

As of December 31, [removed: 2022,] [added: 2023,] no one individual customer balance represented more than five percent of the Company's total outstanding receivables balance.

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Effective January 1, 2023, Corteva’s subsidiary EID changed its name to EIDP, Inc. (“EIDP”), and therefore references to EID [removed: herein have been updated to] reflect this name [removed: change.][added: change as appropriate.]

At December 31, [removed: 2022,] [added: 2023,] the Company has subsidiaries in about 50 countries worldwide and manufacturing operations in about [removed: 25] [added: 24] countries.

[removed: The Company also announced] [added: As part of its announcement] on February 18, [removed: 2022, that its] [added: 2022 regarding the M&M Divestiture, DuPont also announced the] Board of [removed: Directors has approved] [added: Directors' approval for] the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® [removed: Divestiture"), subject to entry into a definitive agreement and satisfaction of closing conditions.][added: Divestiture").]

The Delrin® Divestiture together with the M&M Divestiture, [added: are] referred to as the “M&M Divestitures”.

The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product [removed: lines within] [added: line, which were part of] the historic M&M [removed: segment] [added: 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 [removed: is] [added: was] subject to transaction adjustments in accordance with the Transaction Agreement.

[removed: DuPont funded accelerated share repurchase ("ASR") agreements (the "2022 ASR Agreements") and] [added: Following] the [removed: early redemption] [added: M&M Divestiture,] in [added: November 2022, DuPont redeemed in] full [removed: of the Company’s] $2.5 billion in fixed-rate long term senior unsecured notes due November [removed: 2023 with proceeds from the M&M Divestiture.][added: 2023.]

[removed: As publicly announced on November 8, 2022, on November 7,] [added: 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 [removed: “5B] [added: "$5B] Share [removed: Repurchase][added: Buyback Program”).]

[removed: As part of its announcement,] [added: In] the [added: third quarter 2023, the] Company [removed: discussed its intention to enter into ASR agreements imminently, for] [added: completed] the repurchase [removed: of an aggregate of approximately] $3.25 billion of [added: its] common stock [added: through an accelerated share repurchase (“ASR”) transaction (the “$3.25B ASR Transaction”)] with $250 million of such repurchases completing the $1 billion share repurchase program approved in February 2022 (the “2022 Share Buyback Program”) and the remaining $3 billion under the $5B Share Buyback Program.

The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the [removed: terms] [added: term] of the [removed: 2022] ASR [removed: Agreements] [added: agreement,] less an agreed upon discount.

Final settlement [removed: of the 2022 ASR Agreements] is expected in the [removed: third] [added: second] quarter [removed: 2023.][added: 2024.]

[removed: Any additional repurchases under] [added: Under] the [removed: $5B Share Buyback Program will] [added: $1B Program, repurchases may] be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off [removed: the] market, [removed: which may include] [added: including] additional [removed: accelerated share repurchase agreements.][added: ASR agreements in accordance with applicable federal securities laws.]

The [removed: $5B Share Buyback] [added: $1B] Program terminates on June 30, [removed: 2024,] [added: 2025,] unless extended or shortened by the Board of Directors.

The [removed: Delrin® Divestiture and the] M&M [removed: Divestiture, (together the "M&M Divestitures")] [added: 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, [removed: 2022 and 2021] [added: 2023] and [added: 2022,] the results of operations of DuPont for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021, and the Consolidated Statements of Cash Flows] giving effect to the M&M Divestitures and the N&B Transaction as if each had occurred on January 1, [removed: 2020,] [added: 2021,] with the historical financial results of the businesses divested as part of the M&M [removed: Divestiture and to be divested as part of the divestiture of Delrin®] [added: Divestitures] (the "M&M Businesses") and [added: the] N&B [added: Transaction] reflected as discontinued operations, as applicable.

The [removed: cash flows and] comprehensive income related to the M&M Businesses and the N&B business have not been segregated and are included in the Consolidated Statements of [removed: Cash Flows and Consolidated Statements of] Comprehensive Income, [removed: respectively,] for the year ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] 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 [removed: and] [added: or] N&B.

[removed: Effective February 2022, the] [added: The] revenues and certain expenses of the M&M Businesses [removed: were] [added: are] classified as discontinued operations in the current and historical periods.

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 [removed: computers,] [added: computers] and a variety of other industries including aerospace, defense, transportation, [added: healthcare] and [removed: healthcare.][added: medical devices.]

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 [removed: applications.][added: applications and provides high-performance electromagnetic shielding and thermal management solutions.]

The segment also provides cutting-edge materials for the manufacturing of rigid and flexible displays for organic light emitting diode [removed: ("OLED"),] [added: ("OLED")] and other display applications.

In addition, the segment produces high performance [removed: parts,] [added: parts] and specialty silicone elastomers and lubricants to meet customer specifications in automotive, aerospace, electronics, [removed: industrial,] [added: industrial] and healthcare markets.

Details on Electronics & Industrial's [removed: 2022] [added: 2023] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

| Industrial Solutions [added: 1] | | | Flexographic printing and inkjet printing, display materials, high performance parts and specialty silicones for automotive, aerospace, electronics, [removed: industrial and] [added: industrial,] healthcare [added: and medical device] markets | | | Flexographic printing plates and materials, digital inks, OLED and other display process materials, LED encapsulants, perfluoroelastomer and polyimide parts and shapes, and specialty silicone elastomers and lubricants | | | | | |

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, [removed: dimethylacetamide,] hydroxylamine, filler alumina, nickel silver, oxydianiline, palladium, photoactive compounds, polyester and other polymer films, [added: polyethylene resins,] polyurethane [removed: resins and] [added: resins, polyvinyl chloride compounds,] pyromellitic dianhydride and silicones.

The Company [removed: will invest] [added: invested] approximately $70 million in its Electronics & Industrial segment to build new production assets at a Newark, Delaware [removed: plant.][added: plant to expand the production of KALREZ® perfluoroelastomer parts to meet global customer demand from the semiconductor and industrials sectors.]

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, [added: 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 [removed: solutions,] [added: solutions] and circular ecosystem / zero waste solutions.

[removed: Acquisitions][added: *Targeted Acquisitions*]

Details on Water & Protection's [removed: 2022] [added: 2023] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

| Shelter Solutions | | | Rigid and spray foam insulation, weatherization, waterproofing and air sealing, caulks and sealants, roof [removed: coatings,] [added: 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 [removed: mining,] [added: mining] and oil and gas segments | | | AMBERLITE™ ion exchange resins, FILMTEC™ reverse osmosis and nanofiltration elements, INTEGRAFLUX™ ultrafiltration modules, FORTILIFE™ challenging water reverse osmosis [removed: membranes,] [added: membranes] and TAPTEC™ water filtration and purification for drinking water in homes and commercial buildings | | |

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 costs which the Company [removed: will no longer incur] [added: stopped incurring] upon the close of the Delrin® Divestiture.

A portion of these indirect costs related to activities the Company continues to undertake post-closing of the M&M Divestiture, and for which it is [removed: and will be] reimbursed [added: by Celanese,] (“Future Reimbursable Indirect Costs”).

In addition, a portion of these indirect costs relate to activities the Company [removed: intends] [added: is contractually obligated under the separation agreements] to [added: continue to] perform post the close of the Delrin® Divestiture and for which it [removed: will be reimbursed.][added: is being reimbursed by the divested Delrin® business.]

Corporate & Other includes [removed: sales and activity of the Retained Businesses as well as] Stranded Costs and Future Reimbursable Indirect Costs.

The results of Corporate & Other include the sales and activity of certain divested businesses including the operations of Biomaterials, Clean [removed: Technologies,] [added: Technologies] and Solamet® business units.

In [removed: 2022,] [added: 2023,] no significant portion of the Company's sales was dependent upon a single customer.

*Significant Transformational Divestitures*

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

*Financial Flexibility and Return of Excess Capital*

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").

The accelerated repurchase agreements under the $2B ASR Transaction were settled during the first quarter of 2024 and in total the Company repurchased 27.9 million shares under the transaction.

The completion of the $2B ASR Transaction completes the $5B Share Buyback Program and the Company's stock repurchase authorization.

Subsequent to year end, in the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B Program”).

Subsequent to year end, in the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common stock.

DuPont received initial deliveries in February 2024 of 6 million shares of common stock.

which was integrated into Interconnect Solutions within the Electronics & Industrial segment.

On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”) which is onboarding into Industrial Solutions within the Electronics & Industrial segment.

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

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

The Retained Businesses are not included in the scope of the M&M Divestitures and are included in Corporate & Other.

Since the acquisition of Spectrum, Electronics & Industrial also produces specialty medical devices.

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.

1.

Spectrum, a recently acquired component of the Electronics & Industrial Segment, has been included within the Industrial Solutions business.

The new assets were fully operational as of November 2023.

Start up and scaling for the new TYVEK® operating line began in the first quarter of 2024.

Corporate & Other includes sales and activity of the Retained Businesses including the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines.

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.

In 2023, DuPont continued to experience the impact of continued demand declines in consumer facing markets, channel inventory destocking and slower industrial demand in China.

Prices 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.

In the second quarter 2023, DuPont announced it had strengthened its climate goals.

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 we are consistently fulfilling this commitment, we regularly gather feedback from our colleagues and analyze our progress.

ERGs are open to everyone, people who share a common affinity and their allies.

Organizational culture is only as strong and resilient as its leaders; therefore, DuPont invests in leadership development.

DuPont provides programming, including programming with bespoke curriculum, assessment and coaching, to give leaders the skills and tools they need to support our employees through balanced leadership.

Annually, our senior leadership is asked to identify key talent with aspiration and high potential to develop into advanced levels of leadership.

Health

On June 1, 2019, 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."

Additionally in the fourth quarter, the Company reduced its commercial paper balance to zero.

As of September 30, 2022 the Company had $1.3 billion of commercial paper outstanding.

Program”).

In November 2022, the Company entered into the 2022 ASR Agreements for the repurchase of an aggregate of approximately $3.25 billion of common stock.

In accordance with the terms of the 2022 ASR Agreements, DuPont received initial deliveries in November 2022 of 38.8 million shares of common stock in the aggregate.

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.

As of the date of the Transaction Agreement with Celanese, the Retained Businesses were realigned to Corporate & Other.

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

Since the acquisition of Laird Performance Materials, Electronics & Industrial also provides high-performance electromagnetic shielding and thermal management solutions.

In the first quarter of 2020, the Company completed the sale of its Compound Semiconductor Solutions business unit to SK Siltron.

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

In March 2019, the Company announced plans to invest more than $200 million in its Electronics & Industrial segment to build new production assets at its Circleville, Ohio, plant.

The new assets expanded production of KAPTON® polyimide film and PYRALUX® flexible circuit materials to meet growing market demand.

At December 31, 2022, the project is complete and the Company has begun shipping commercial material to customers.

The new assets will expand production of KALREZ® perfluoroelastomer parts to meet growing market demand.

At December 31, 2022, the Company had spent approximately $47 million since the start of the project and expects the new assets to be operational in mid-2023.

In the first quarter of 2020, the Company acquired Desalitech Ltd., a closed circuit reverse osmosis (CCRO) company.

The expansion for the new TYVEK® operating line is expected to be completed by the end of 2023.

Effective February 2022, the revenues and certain expenses of the M&M Businesses were classified as discontinued operations and the Retained Businesses were realigned to Corporate & Other.

The novel coronavirus (“COVID-19”) and its variants continue to adversely impact the broader global economy, including certain of the Company’s suppliers for key raw materials.

The COVID-19 pandemic has caused widespread supply chain challenges due to labor disruptions, increased raw material costs and component shortages, namely the semiconductor chip shortage.

In addition, logistic challenges are continuing and have caused delays and increased costs.

Such rules are subject to change by the implementing governmental agency, and the Company monitors these changes closely.

Company policy requires that all operations fully meet or exceed legal and regulatory requirements.

As the outcomes of the pandemic eased in many parts of the world in 2022, our colleagues returned to work in accordance with our Global Workplace Principles that guide our approach to flexible working.

[Table of Conten](#id3d38605398c417eb98c537c07fa3724_7)[ts](#id3d38605398c417eb98c537c07fa3724_7)

Subsequent to this inspection, the U.S. Environmental Protection Agency [removed: (“EPA)”,] [added: (“EPA”),] the U.S. Department of Justice (“DOJ”), the Louisiana Department of Environmental Quality (“DEQ”), the Company (originally through 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 the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] (the last day of the registrant's most recently completed second fiscal quarter), was approximately [removed: $28] [added: $33] billion based on the New York Stock Exchange closing price on such date.

The registrant had [removed: 458,338,052] [added: 417,582,864] shares of common stock, $0.01 par value, outstanding at February 13, [removed: 2023.][added: 2024.]

Part III: Proxy Statement for the [removed: 2023] [added: 2024] 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.

For the year ended December 31, [removed: 2022][added: 2023]

| | | | [Item [removed: 1.](#id3d38605398c417eb98c537c07fa3724_16)] [added: 1.](#i351898e36c754d9d8c741ba1c4923915_16)] | | | [removed: [Business](#id3d38605398c417eb98c537c07fa3724_16)] [added: [Business](#i351898e36c754d9d8c741ba1c4923915_16)] | | | [removed: [5](#id3d38605398c417eb98c537c07fa3724_16)] [added: [5](#i351898e36c754d9d8c741ba1c4923915_16)] | | |

| | | | [Item [removed: 1A.](#id3d38605398c417eb98c537c07fa3724_34)] [added: 1A.](#i351898e36c754d9d8c741ba1c4923915_34)] | | | [Risk [removed: Factors](#id3d38605398c417eb98c537c07fa3724_34)] [added: Factors](#i351898e36c754d9d8c741ba1c4923915_34)] | | | [removed: [16](#id3d38605398c417eb98c537c07fa3724_34)] [added: [15](#i351898e36c754d9d8c741ba1c4923915_34)] | | |

| | | | [Item [removed: 1B.](#id3d38605398c417eb98c537c07fa3724_37)] [added: 1B.](#i351898e36c754d9d8c741ba1c4923915_37)] | | | [Unresolved Staff [removed: Comments](#id3d38605398c417eb98c537c07fa3724_37)] [added: Comments](#i351898e36c754d9d8c741ba1c4923915_37)] | | | [removed: [26](#id3d38605398c417eb98c537c07fa3724_37)] [added: [24](#i351898e36c754d9d8c741ba1c4923915_37)] | | |

| | | | [Item [removed: 2.](#id3d38605398c417eb98c537c07fa3724_40)] [added: 2.](#i351898e36c754d9d8c741ba1c4923915_40)] | | | [removed: [Properties](#id3d38605398c417eb98c537c07fa3724_40)] [added: [Properties](#i351898e36c754d9d8c741ba1c4923915_40)] | | | [removed: [26](#id3d38605398c417eb98c537c07fa3724_40)] [added: [26](#i351898e36c754d9d8c741ba1c4923915_40)] | | |

| | | | [Item [removed: 3.](#id3d38605398c417eb98c537c07fa3724_43)] [added: 3.](#i351898e36c754d9d8c741ba1c4923915_46)] | | | [Legal [removed: Proceedings](#id3d38605398c417eb98c537c07fa3724_43)] [added: Proceedings](#i351898e36c754d9d8c741ba1c4923915_46)] | | | [removed: [27](#id3d38605398c417eb98c537c07fa3724_43)] [added: [27](#i351898e36c754d9d8c741ba1c4923915_46)] | | |

| | | | [Item [removed: 4.](#id3d38605398c417eb98c537c07fa3724_46)] [added: 4.](#i351898e36c754d9d8c741ba1c4923915_49)] | | | [Mine Safety [removed: Disclosures](#id3d38605398c417eb98c537c07fa3724_46)] [added: Disclosures](#i351898e36c754d9d8c741ba1c4923915_49)] | | | [removed: [27](#id3d38605398c417eb98c537c07fa3724_46)] [added: [27](#i351898e36c754d9d8c741ba1c4923915_49)] | | |

| | | | [Item [removed: 5.](#id3d38605398c417eb98c537c07fa3724_52)] [added: 5.](#i351898e36c754d9d8c741ba1c4923915_55)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id3d38605398c417eb98c537c07fa3724_52)] [added: Securities](#i351898e36c754d9d8c741ba1c4923915_55)] | | | [removed: [28](#id3d38605398c417eb98c537c07fa3724_52)] [added: [28](#i351898e36c754d9d8c741ba1c4923915_55)] | | |

| | | | [Item [removed: 6.](#id3d38605398c417eb98c537c07fa3724_55)] [added: 6.](#i351898e36c754d9d8c741ba1c4923915_58)] | | | [removed: [Reserved](#id3d38605398c417eb98c537c07fa3724_55)] [added: [Reserved](#i351898e36c754d9d8c741ba1c4923915_58)] | | | [removed: [29](#id3d38605398c417eb98c537c07fa3724_55)] [added: [29](#i351898e36c754d9d8c741ba1c4923915_58)] | | |

| | | | [Item [removed: 7.](#id3d38605398c417eb98c537c07fa3724_58)] [added: 7.](#i351898e36c754d9d8c741ba1c4923915_61)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id3d38605398c417eb98c537c07fa3724_58)] [added: Operations](#i351898e36c754d9d8c741ba1c4923915_61)] | | | [removed: [30](#id3d38605398c417eb98c537c07fa3724_58)] [added: [30](#i351898e36c754d9d8c741ba1c4923915_61)] | | |

| | | | [Item [removed: 7A.](#id3d38605398c417eb98c537c07fa3724_112)] [added: 7A.](#i351898e36c754d9d8c741ba1c4923915_115)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id3d38605398c417eb98c537c07fa3724_112)] [added: Risk](#i351898e36c754d9d8c741ba1c4923915_115)] | | | [removed: [53](#id3d38605398c417eb98c537c07fa3724_112)] [added: [56](#i351898e36c754d9d8c741ba1c4923915_115)] | | |

| | | | [Item [removed: 8.](#id3d38605398c417eb98c537c07fa3724_115)] [added: 8.](#i351898e36c754d9d8c741ba1c4923915_118)] | | | [Financial Statements and Supplementary [removed: Data](#id3d38605398c417eb98c537c07fa3724_115)] [added: Data](#i351898e36c754d9d8c741ba1c4923915_118)] | | | [removed: [54](#id3d38605398c417eb98c537c07fa3724_115)] [added: [57](#i351898e36c754d9d8c741ba1c4923915_118)] | | |

| | | | [Item [removed: 9.](#id3d38605398c417eb98c537c07fa3724_118)] [added: 9.](#i351898e36c754d9d8c741ba1c4923915_121)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#id3d38605398c417eb98c537c07fa3724_118)] [added: Disclosure](#i351898e36c754d9d8c741ba1c4923915_121)] | | | [removed: [54](#id3d38605398c417eb98c537c07fa3724_118)] [added: [57](#i351898e36c754d9d8c741ba1c4923915_121)] | | |

| | | | [Item [removed: 9A.](#id3d38605398c417eb98c537c07fa3724_121)] [added: 9A.](#i351898e36c754d9d8c741ba1c4923915_124)] | | | [Controls and [removed: Procedures](#id3d38605398c417eb98c537c07fa3724_121)] [added: Procedures](#i351898e36c754d9d8c741ba1c4923915_124)] | | | [removed: [54](#id3d38605398c417eb98c537c07fa3724_121)] [added: [57](#i351898e36c754d9d8c741ba1c4923915_124)] | | |

| | | | [Item [removed: 9B.](#id3d38605398c417eb98c537c07fa3724_124)] [added: 9B.](#i351898e36c754d9d8c741ba1c4923915_127)] | | | [Other [removed: Information](#id3d38605398c417eb98c537c07fa3724_124)] [added: Information](#i351898e36c754d9d8c741ba1c4923915_127)] | | | [removed: [54](#id3d38605398c417eb98c537c07fa3724_124)] [added: [57](#i351898e36c754d9d8c741ba1c4923915_127)] | | |

| | | | [Item [removed: 9C.](#id3d38605398c417eb98c537c07fa3724_127)] [added: 9C.](#i351898e36c754d9d8c741ba1c4923915_130)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id3d38605398c417eb98c537c07fa3724_127)] [added: Inspections](#i351898e36c754d9d8c741ba1c4923915_130)] | | | [removed: [54](#id3d38605398c417eb98c537c07fa3724_127)] [added: [57](#i351898e36c754d9d8c741ba1c4923915_130)] | | |

| | | | [Item [removed: 10.](#id3d38605398c417eb98c537c07fa3724_133)] [added: 10.](#i351898e36c754d9d8c741ba1c4923915_136)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#id3d38605398c417eb98c537c07fa3724_133)] [added: Governance](#i351898e36c754d9d8c741ba1c4923915_136)] | | | [removed: [55](#id3d38605398c417eb98c537c07fa3724_133)] [added: [58](#i351898e36c754d9d8c741ba1c4923915_136)] | | |

| | | | [Item [removed: 11.](#id3d38605398c417eb98c537c07fa3724_136)] [added: 11.](#i351898e36c754d9d8c741ba1c4923915_139)] | | | [Executive [removed: Compensation](#id3d38605398c417eb98c537c07fa3724_136)] [added: Compensation](#i351898e36c754d9d8c741ba1c4923915_139)] | | | [removed: [55](#id3d38605398c417eb98c537c07fa3724_136)] [added: [58](#i351898e36c754d9d8c741ba1c4923915_139)] | | |

| | | | [Item [removed: 12.](#id3d38605398c417eb98c537c07fa3724_139)] [added: 12.](#i351898e36c754d9d8c741ba1c4923915_142)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id3d38605398c417eb98c537c07fa3724_139)] [added: Matters](#i351898e36c754d9d8c741ba1c4923915_142)] | | | [removed: [55](#id3d38605398c417eb98c537c07fa3724_139)] [added: [58](#i351898e36c754d9d8c741ba1c4923915_142)] | | |

| | | | [Item [removed: 13.](#id3d38605398c417eb98c537c07fa3724_142)] [added: 13.](#i351898e36c754d9d8c741ba1c4923915_145)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id3d38605398c417eb98c537c07fa3724_142)] [added: Independence](#i351898e36c754d9d8c741ba1c4923915_145)] | | | [removed: [55](#id3d38605398c417eb98c537c07fa3724_142)] [added: [58](#i351898e36c754d9d8c741ba1c4923915_145)] | | |

| | | | [Item [removed: 14.](#id3d38605398c417eb98c537c07fa3724_145)] [added: 14.](#i351898e36c754d9d8c741ba1c4923915_148)] | | | [Principal Accountant Fees and [removed: Services](#id3d38605398c417eb98c537c07fa3724_145)] [added: Services](#i351898e36c754d9d8c741ba1c4923915_148)] | | | [removed: [55](#id3d38605398c417eb98c537c07fa3724_145)] [added: [58](#i351898e36c754d9d8c741ba1c4923915_148)] | | |

| | | | [Item [removed: 15.](#id3d38605398c417eb98c537c07fa3724_151)] [added: 15.](#i351898e36c754d9d8c741ba1c4923915_154)] | | | [Exhibits and Financial Statement [removed: Schedules](#id3d38605398c417eb98c537c07fa3724_151)] [added: Schedules](#i351898e36c754d9d8c741ba1c4923915_154)] | | | [removed: [56](#id3d38605398c417eb98c537c07fa3724_151)] [added: [59](#i351898e36c754d9d8c741ba1c4923915_154)] | | |

| | | | [Item [removed: 16.](#id3d38605398c417eb98c537c07fa3724_157)] [added: 16.](#i351898e36c754d9d8c741ba1c4923915_160)] | | | [Form 10-K [removed: Summary](#id3d38605398c417eb98c537c07fa3724_157)] [added: Summary](#i351898e36c754d9d8c741ba1c4923915_160)] | | | [removed: [58](#id3d38605398c417eb98c537c07fa3724_157)] [added: [61](#i351898e36c754d9d8c741ba1c4923915_160)] | | |

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," [added: “stabilization,” “confident,” “preliminary,” “initial,”] and similar expressions and variations or negatives of these words.

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 possibility that the Company may fail to realize the anticipated benefits of the [removed: $5] [added: $1] billion share repurchase program announced on [removed: November 8, 2022] [added: February 6, 2024] and that the program may be suspended, discontinued or not completed prior to its termination on June 30, [removed: 2024;] [added: 2025;] (ii) [removed: ability to achieve anticipated tax treatments in connection with mergers, acquisitions, divestitures, and other portfolio changes] [added: risks] and [added: uncertainties related to] the [removed: impact of changes in relevant tax] [added: settlement agreement concerning PFAS liabilities reached June 2023 with plaintiff water utilities by Chemours, Corteva, EIDP] and [removed: other laws;] [added: DuPont;] (iii) [removed: indemnification of certain legacy liabilities; (iv)] 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 [removed: Chemours;] [added: 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; (iv) ability to achieve anticipated tax treatments in connection with completed and future, if any, divestitures, mergers, acquisitions and other portfolio changes actions and impact of changes in relevant tax and other laws;] (v) [added: indemnification of certain legacy liabilities; (vi)] failure to [removed: timely close on anticipated terms (or at all),] realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with [added: completed and future, if any, divestitures,] mergers, acquisitions, [removed: divestitures] and other portfolio [removed: changes; (vi)] [added: management, productivity and infrastructure actions; (vii)] risks and uncertainties, including increased costs and the ability to obtain raw [removed: materials, related to operational] [added: materials] and [removed: supply chain impacts or disruptions, which may result] [added: meet customer needs] from, among other events, pandemics and responsive [removed: actions, including COVID-19 related disruptions in China,] [added: actions; timing and recovery from] demand [removed: decline] [added: declines] in consumer-facing markets, [added: including in China; adverse changes in worldwide economic, political, regulatory, international trade, geopolitical, capital markets] and [removed: geo-political] [added: other external conditions;] and [added: other factors beyond the Company's control, including inflation, recession, military conflicts, natural and other disasters or] weather related [removed: events; (vii)] [added: events, that impact the operations of the Company, its customers and/or suppliers; (viii)] ability to offset increases in cost of inputs, including raw materials, energy and logistics; [removed: (viii)] [added: (ix)] risks [added: 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 [removed: technology impacting the semiconductor business; (ix)] [added: technology; (x)] 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 [removed: (x)] [added: (xi)] other risks to DuPont's [removed: business, operations;] [added: business and operations, including the risk of impairment;] 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.

(302) 295-5783

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.

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).

| [PART I](#i351898e36c754d9d8c741ba1c4923915_13) | | | | | | | | | | | |

| | | | [Item 1C.](#i351898e36c754d9d8c741ba1c4923915_549755816035) | | | [Cybersecurity](#i351898e36c754d9d8c741ba1c4923915_549755816035) | | | [25](#i351898e36c754d9d8c741ba1c4923915_549755816035) | | |

| [PART II](#i351898e36c754d9d8c741ba1c4923915_52) | | | | | | | | | | | |

| [PART III](#i351898e36c754d9d8c741ba1c4923915_133) | | | | | | | | | | | |

| [PART IV](#i351898e36c754d9d8c741ba1c4923915_151) | | | | | | | | | | | |

| [SIGNATURES](#i351898e36c754d9d8c741ba1c4923915_163) | | | | | | | | | [62](#i351898e36c754d9d8c741ba1c4923915_163) | | |

All statements, other than statements of historical fact, are forward-looking statements, including statements regarding outlook.

(302) 774-3034

| [PART I](#id3d38605398c417eb98c537c07fa3724_13) | | | | | | | | | | | |

| [PART II](#id3d38605398c417eb98c537c07fa3724_49) | | | | | | | | | | | |

| [PART III](#id3d38605398c417eb98c537c07fa3724_130) | | | | | | | | | | | |

| [PART IV](#id3d38605398c417eb98c537c07fa3724_148) | | | | | | | | | | | |

| [SIGNATURES](#id3d38605398c417eb98c537c07fa3724_160) | | | | | | | | | [59](#id3d38605398c417eb98c537c07fa3724_160) | | |

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, and are not reasonably likely to materially affect, the Company, including its business 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.

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 fifteen years of cybersecurity experience, including six years with DuPont, and the CISO has twenty-six years of cybersecurity experience, including one year 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 number of manufacturing and other significant sites by reportable segment and geographic area around the world at December 31, [removed: 2022] [added: 2023] is as follows:

| Asia Pacific | | | [removed: 26] [added: 20] | | | [removed: 13] [added: 10] | | | [removed: 3] [added: 2] | | | [removed: 42] [added: 32] | | |

| EMEA 1 | | | 6 | | | [removed: 7] [added: 8] | | | [removed: 3] [added: 2] | | | 16 | | |

| Latin America | | | [removed: 1] [added: 4] | | | — | | | 1 | | | [removed: 2] [added: 5] | | |

| U.S. & Canada | | | [removed: 23] [added: 29] | | | [removed: 13] [added: 14] | | | 8 | | | [removed: 44] [added: 51] | | |

| Total | | | [removed: 56] [added: 59] | | | [removed: 33] [added: 32] | | | [removed: 15] [added: 13] | | | 104 | | |

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During [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the Company paid quarterly dividends on its common stock of [removed: $0.33] [added: $0.36] and [removed: $0.30] [added: $0.33] per share, respectively.

The DuPont Board of Directors on February [removed: 6, 2023,] [added: 5, 2024,] declared a first quarter [removed: 2023] [added: 2024] dividend of [removed: $0.36] [added: $0.38] per share, a [removed: 9] [added: 6] percent per share increase versus the first quarter [removed: 2022] [added: 2023] dividend.

The first quarter [removed: 2023] [added: 2024] dividend is payable on March 15, [removed: 2023,] [added: 2024,] to holders of record at the close of business on February [removed: 28, 2023.][added: 29, 2024.]

At January 31, [removed: 2023,] [added: 2024,] there were [removed: 67,943] [added: 64,151] stockholders of record.

The chart illustrates the cumulative total return of the Company's stock based on a presumed investment of $100 on December 31, [removed: 2017] [added: 2018] and a presumption that all dividends were reinvested.

[removed: ][added: ]

| Cumulative Total Return | | | *December 31, [removed: 2017* | | | *December 31,] 2018* | | | *May 31, 2019* *1* | | | *December 31, 2019* | | | *December 31, 2020* | | | *December 31, 2021* | | | *December 31, 2022* | | | [added: *December 31, 2023* | | |]

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").

For the three months ended December 31, 2023, there were no purchases of the Company’s common stock.

At December 31, 2023, there was no remaining buyback authorization.

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| DuPont | | | $ | 100.00 | | $ | 85.96 | | $ | 86.18 | | $ | 97.65 | | $ | 112.69 | | $ | 97.60 | | $ | 111.59 | |

| S&P 500 | | | $ | 100.00 | | $ | 110.74 | | $ | 131.49 | | $ | 155.68 | | $ | 200.37 | | $ | 164.08 | | $ | 207.21 | |

| S&P Industrials | | | $ | 100.00 | | $ | 112.55 | | $ | 129.37 | | $ | 143.68 | | $ | 174.02 | | $ | 164.49 | | $ | 194.31 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

The following table provides information regarding purchases of the Company's common stock by the Company during the three months ended December 31, 2022:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Issuer Purchases of Equity Securities | | | | | | | | | *Total number of shares purchased as part of the Company's publicly announced share repurchase program* | | | *Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share* *repurchase program* *(In millions)* | | |

| *Period* | | | *Total number of shares purchased* | | | *Average price paid per share* | | | | | | | | |

| 2022 Share Buyback Program | | | | | | | | | | | | | | |

| October | | | — | | | $ | — | | — | | | $ | 250 | |

| November 1, 2 | | | 3,729,673 | | | $ | 67.03 | | 3,729,673 | | | $ | — | |

| December | | | — | | | $ | — | | — | | | $ | — | |

| $5B Share Buyback Program | | | | | | | | | | | | | | |

| October | | | — | | | $ | — | | — | | | $ | — | |

| November 2 | | | 35,058,929 | | | 67.03 | | | 35,058,929 | | | 2,000 | | |

| December 2 | | | — | | | — | | | $ | — | | 2,000 | | |

| Fourth Quarter 2022 | | | 38,788,602 | | | $ | 67.03 | | 38,788,602 | | | $ | 2,000 | |

1.The Company completed the 2022 Share Buyback Program as part of the initial deliveries of shares under the 2022 ASR Agreements.

2.

In accordance with the terms of the 2022 ASR Agreements, which terminate on or about September 1, 2023.

DuPont received initial deliveries in November 2022 of 38.8 million shares of common stock in the aggregate.

The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the terms of the 2022 ASR Agreements less an agreed upon discount.

In 2022, the Company elected to change the relative benchmark group from S&P Industrial Conglomerates Index to S&P Industrials Index in order to include companies that are more aligned with DuPont following the M&M Divestiture.

Accordingly, the Company will begin comparing the cumulative total return of DuPont to the cumulative total return of both the S&P 500 Index and the S&P Industrials Index in the following graph.

S&P Industrial Conglomerates Index was included for this fiscal year only for comparative purposes to prior fiscal year graphs.

| DuPont | | | $ | 100.00 | | $ | 76.84 | | $ | 65.95 | | $ | 66.12 | | $ | 74.92 | | $ | 86.45 | | $ | 74.88 | |

| S&P 500 | | | $ | 100.00 | | $ | 95.62 | | $ | 105.88 | | $ | 125.72 | | $ | 148.85 | | $ | 191.58 | | $ | 156.89 | |

| S&P Industrials 2 | | | $ | 100.00 | | $ | 86.71 | | $ | 97.59 | | $ | 112.17 | | $ | 124.59 | | $ | 150.89 | | $ | 142.63 | |

| S&P Industrial Conglomerates 3 | | | $ | 100.00 | | $ | 73.12 | | $ | 81.92 | | $ | 91.49 | | $ | 100.89 | | $ | 106.15 | | $ | 97.23 | |

New index added in 2022

3.

Included for this fiscal year only for comparative purposes to prior fiscal year graphs.

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As of December 31, [removed: 2022,] [added: 2023,] the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

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, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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, [removed: 2022] [added: 2023] (see page F-2).

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

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

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

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

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

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

None.

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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 [removed: 2023] [added: 2024] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information related to executive compensation and the Company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

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 [removed: 2023] [added: 2024] 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 [removed: 2023] [added: 2024] 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 [removed: 2023] [added: 2024] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Reportable relationships and related transactions, if any, as well as information relating to director independence are contained in the definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and are incorporated herein by reference.

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 [removed: 2023] [added: 2024] Annual Meeting of Stockholders of DuPont and are incorporated herein by reference.

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| (In millions) for the years ended December 31, | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Balance at beginning of period | | | $ | [removed: 28] [added: 38] | | $ | [removed: 32] [added: 28] | | $ | [removed: 2] [added: 32] | |

| Additions charged to expenses | | | [removed: 11] [added: 12] | | | [removed: 6] [added: 11] | | | [removed: 30] [added: 6] | | |

| Deductions from reserves1 | | | [removed: (1)] [added: (10)] | | | [removed: (10)] [added: (1)] | | | [removed: —] [added: (10)] | | |

| Balance at end of period | | | $ | [removed: 38] [added: 40] | | $ | [removed: 28] [added: 38] | | $ | [removed: 32] [added: 28] | |

| Balance at beginning of period | | | $ | [removed: 6] [added: 4] | | $ | [removed: 3] [added: 6] | | $ | [removed: 7] [added: 3] | |

| Additions charged to expenses | | | [removed: 18] [added: 14] | | | [removed: 34] [added: 18] | | | [removed: 28] [added: 34] | | |

| Deductions from reserves2 | | | [removed: (20)] [added: (10)] | | | [removed: (31)] [added: (20)] | | | [removed: (32)] [added: (31)] | | |

| Balance at end of period | | | $ | [removed: 4] [added: 8] | | $ | [removed: 6] [added: 4] | | $ | [removed: 3] [added: 6] | |

| Balance at beginning of period | | | $ | [removed: 700] [added: 703] | | $ | [removed: 617] [added: 700] | | $ | [removed: 567] [added: 617] | |

| Additions 3, 4 | | | [removed: 125] [added: 47] | | | [removed: 152] [added: 125] | | | [removed: 80] [added: 152] | | |

| Deductions from reserves 3 | | | [removed: (122)] [added: (12)] | | | [removed: (69)] [added: (122)] | | | [removed: (30)] [added: (69)] | | |

| Balance at end of period | | | $ | [removed: 703] [added: 738] | | $ | [removed: 700] [added: 703] | | $ | [removed: 617] [added: 700] | |

| | | | [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670022000068/a6thamendedrestatedbylaws1.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000054/a7thamendedrestatedbylaws0.htm)] | | | | | | [removed: Sixth] Amended and Restated Bylaws of DuPont de Nemours, Inc. incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed [removed: October 20, 2022.] [added: March 30, 2023.] | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)[2](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)] | | | | | | 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. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)[2](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)†] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)[3](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)†] | | | | | | 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. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex102.htm)[3](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex102.htm)†] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)[8](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)] | | | | | | [removed: Intellectual Property Cross-License Agreement, dated February 1, 2021,] [added: Employment Letter Agreement] by and [removed: among] [added: between] DuPont de [removed: Nemours Inc., Nutrition & Biosciences,] [added: Nemours,] Inc. and [removed: the other parties identified therein] [added: Edward D. Breen, dated as of February 6, 2023,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to [removed: the] DuPont de Nemours, Inc. Current Report on Form 8-K filed February [removed: 4, 2021.] [added: 7, 2023.] | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)[4](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)†] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)†] | | | | | | 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. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex101.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex101.htm)†] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)[8](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] | | | | | | [added: Amended and Restated] Tax Matters Agreement, effective as of [removed: April] [added: June] 1, 2019, by and among DowDuPont Inc., [removed: Dow Inc. and] Corteva, Inc. [added: and Dow Inc.,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the [removed: DowDuPont] [added: DuPont de Nemours,] Inc. Current Report on Form 8-K filed [removed: April 2,] [added: June 3,] 2019. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex103.htm)[4](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex103.htm)†] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)[7](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] | | | | | | [removed: Intellectual Property Cross-License] [added: Letter] Agreement, effective as of [removed: April] [added: June] 1, [removed: 2019,] [added: 2019] by and [removed: among DowDuPont] [added: between DuPont de Nemours,] Inc. and [removed: Dow] [added: Corteva,] Inc., incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the [removed: DowDuPont] [added: DuPont de Nemours,] Inc. Current Report on Form 8-K filed [removed: April 2,] [added: June 3,] 2019. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)[0](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] | | | | | | [removed: Letter Agreement,] [added: DuPont Senior Executive Severance Plan,] effective as of June 1, [removed: 2019 by and between DuPont de Nemours, Inc. and Corteva, Inc.,] [added: 2019,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)[6](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[7](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)] | | | | | | Amended and Restated [removed: Tax Matters Agreement, effective as of June 1, 2019,] [added: Employment Agreement] by and [removed: among DowDuPont Inc., Corteva,] [added: between DuPont de Nemours,] Inc. and [removed: Dow Inc.,] [added: Edward D. Breen, dated as of December 28, 2019,] incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to [removed: the] DuPont de Nemours, Inc. Current Report on Form 8-K filed [removed: June 3, 2019.] [added: December 29, 2020.] | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312522047522/d75019dex21.htm)[7](https://www.sec.gov/Archives/edgar/data/1666700/000119312522047522/d75019dex21.htm)†] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)[9](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)] | | | | | | [removed: Transaction Agreement by and among] DuPont de Nemours, [removed: Inc., DuPont E&I Holding,] Inc. [added: 2020 Equity] and [removed: Celanese Corporation, dated February 17, 2022†,] [added: Incentive Plan,] incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the DuPont de Nemours, Inc. Current Report on Form [removed: 8-K] [added: 8- K] filed [removed: February 22, 2022.] [added: May 29, 2020.] | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)[8](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)[16](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)] | | | | | | DuPont [removed: de Nemours, Inc. 2020 Equity and] [added: Omnibus] Incentive [removed: Plan,] [added: Plan effective June 1, 2019,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.10] to [removed: the] DuPont de Nemours, Inc. [removed: Current] [added: Quarterly] Report on Form [removed: 8- K filed May 29, 2020.] [added: 10-Q for the quarter ended June 30, 2019.] | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)[9](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)] | | | | | | DuPont [removed: Senior Executive Severance] [added: Pension Restoration] Plan, effective [removed: as of] June 1, 2019, incorporated by reference to Exhibit [removed: 10.4] [added: 10.9] to [removed: the] DuPont de Nemours, Inc. [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed] [added: 10-Q for the quarter ended] June [removed: 3,] [added: 30,] 2019. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)[0](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] | | | | | | 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. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)[2](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)] | | | | | | 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. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)[2](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)[3](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] | | | | | | 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. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)[3](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)[4](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)] | | | | | | 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. | | | | | |

| | | | [removed: [10.17](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000076/afffmsa-updated.htm)†] | | | | | | [removed: Employment Letter Agreement] [added: Settlement Agreement, dated June 30, 2023,] by and [removed: between] [added: among The Chemours Company, The Chemours Company FC, LLC,] DuPont de Nemours, [added: Inc., Corteva] Inc. and [removed: Edward D. Breen, dated as] [added: E. I. du Pont de Nemours and Company n/k/a EIDP, Inc. and representatives] of [removed: February 6, 2023,] [added: certain U.S. public water systems as set out therein,] incorporated by reference to Exhibit [removed: 10.1] [added: 2.1] to DuPont de Nemours, [removed: Inc.] [added: Inc.’s] Current Report on Form 8-K filed [removed: February 7,] [added: June 30,] 2023. | | | | | |

| | | | [removed: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit21123122.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit21123123.htm)] | | | | | | Subsidiaries of the Registrant. | | | | | |

| | | | [removed: [23](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit23123122.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit23123123.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. | | | | | |

| | | | [removed: [24](#id3d38605398c417eb98c537c07fa3724_160)] [added: [24](#i351898e36c754d9d8c741ba1c4923915_163)] | | | | | | Power of Attorney (included as part of signature page). | | | | | |

| | | | [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit311123122.htm)*] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit311123123.htm)*] | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit312123122.htm)*] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit312123123.htm)*] | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit321123122.htm)*] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit321123123.htm)*] | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000008/exhibit322123122.htm)*] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit322123123.htm)*] | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | |

[Table](#i351898e36c754d9d8c741ba1c4923915_7) [of](#i351898e36c754d9d8c741ba1c4923915_7) [Contents](#i351898e36c754d9d8c741ba1c4923915_7)

[Table](#i351898e36c754d9d8c741ba1c4923915_7) [of](#i351898e36c754d9d8c741ba1c4923915_7) [Contents](#i351898e36c754d9d8c741ba1c4923915_7)

| | | | [97](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit97.htm) | | | | | | DuPont Incentive Compensation Clawback Policy, effective October 2, 2023. | | | | | |

| | | | | | | | | | | | | | | |

| | | | [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)[4](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm) | | | | | | 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.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm) | | | | | | 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. | | | | | |

| | | | [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[6](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm) | | | | | | 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. | | | | | |

Date: February 15, [removed: 2023][added: 2024]

| | | | /s/ LORI KOCH | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ MICHAEL G. GOSS | | | | | | Vice President and Controller | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ EDWARD D. BREEN | | | | | | Chief Executive Officer and Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ AMY G. BRADY | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ RUBY R. CHANDY | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ TERRENCE R. CURTIN | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ ALEXANDER M. CUTLER | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ ELEUTHERE I. DU PONT | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ KRISTINA M. JOHNSON | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ LUTHER C. KISSAM | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ FREDERICK M. LOWERY | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ DEANNA M. MULLIGAN | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | /s/ STEVEN M. STERIN | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#id3d38605398c417eb98c537c07fa3724_169)] [added: Reporting](#i351898e36c754d9d8c741ba1c4923915_172)] | | | [removed: F-[2](#id3d38605398c417eb98c537c07fa3724_169)] [added: F-[2](#i351898e36c754d9d8c741ba1c4923915_172)] | | |

| [removed: [Report](#id3d38605398c417eb98c537c07fa3724_172) [of] [added: [Report of] Independent Registered Public Accounting [removed: Firm](#id3d38605398c417eb98c537c07fa3724_172) [(PCAOB ID](#id3d38605398c417eb98c537c07fa3724_172) 238[)](#id3d38605398c417eb98c537c07fa3724_172)] [added: Firm (PCAOB ID](#i351898e36c754d9d8c741ba1c4923915_175) 238[)](#i351898e36c754d9d8c741ba1c4923915_175)] | | | [removed: F-[3](#id3d38605398c417eb98c537c07fa3724_172)] [added: F-[3](#i351898e36c754d9d8c741ba1c4923915_175)] | | |

| [Consolidated Statements of Operations for the years ended December [removed: 31,](#id3d38605398c417eb98c537c07fa3724_181) [2022,](#id3d38605398c417eb98c537c07fa3724_181) [2021](#id3d38605398c417eb98c537c07fa3724_181) [and](#id3d38605398c417eb98c537c07fa3724_181) [2020](#id3d38605398c417eb98c537c07fa3724_181)] [added: 31, 202](#i351898e36c754d9d8c741ba1c4923915_184)[3](#i351898e36c754d9d8c741ba1c4923915_184)[, 202](#i351898e36c754d9d8c741ba1c4923915_184)[2](#i351898e36c754d9d8c741ba1c4923915_184) [and 20](#i351898e36c754d9d8c741ba1c4923915_184)[21](#i351898e36c754d9d8c741ba1c4923915_184)] | | | [removed: F-[7](#id3d38605398c417eb98c537c07fa3724_181)] [added: F-[6](#i351898e36c754d9d8c741ba1c4923915_184)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 20](#id3d38605398c417eb98c537c07fa3724_184)[2](#id3d38605398c417eb98c537c07fa3724_184)[2](#id3d38605398c417eb98c537c07fa3724_184)[, 202](#id3d38605398c417eb98c537c07fa3724_184)[1](#id3d38605398c417eb98c537c07fa3724_184)] [added: 202](#i351898e36c754d9d8c741ba1c4923915_187)[3](#i351898e36c754d9d8c741ba1c4923915_187)[, 202](#i351898e36c754d9d8c741ba1c4923915_187)[2](#i351898e36c754d9d8c741ba1c4923915_187)] [and [removed: 20](#id3d38605398c417eb98c537c07fa3724_184)[20](#id3d38605398c417eb98c537c07fa3724_184)] [added: 202](#i351898e36c754d9d8c741ba1c4923915_187)[1](#i351898e36c754d9d8c741ba1c4923915_187)] | | | [removed: F-[8](#id3d38605398c417eb98c537c07fa3724_184)] [added: F-[7](#i351898e36c754d9d8c741ba1c4923915_187)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#id3d38605398c417eb98c537c07fa3724_187)[2](#id3d38605398c417eb98c537c07fa3724_187)] [added: 202](#i351898e36c754d9d8c741ba1c4923915_190)[3](#i351898e36c754d9d8c741ba1c4923915_190)] [and December 31, [removed: 202](#id3d38605398c417eb98c537c07fa3724_187)[1](#id3d38605398c417eb98c537c07fa3724_187)] [added: 202](#i351898e36c754d9d8c741ba1c4923915_190)[2](#i351898e36c754d9d8c741ba1c4923915_190)] | | | [removed: F-[9](#id3d38605398c417eb98c537c07fa3724_187)] [added: F-[8](#i351898e36c754d9d8c741ba1c4923915_190)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#id3d38605398c417eb98c537c07fa3724_190)[2](#id3d38605398c417eb98c537c07fa3724_190)[, 202](#id3d38605398c417eb98c537c07fa3724_190)[1](#id3d38605398c417eb98c537c07fa3724_190)] [added: 202](#i351898e36c754d9d8c741ba1c4923915_193)[3](#i351898e36c754d9d8c741ba1c4923915_193)[, 202](#i351898e36c754d9d8c741ba1c4923915_193)[2](#i351898e36c754d9d8c741ba1c4923915_193)] [and [removed: 20](#id3d38605398c417eb98c537c07fa3724_190)[20](#id3d38605398c417eb98c537c07fa3724_190)] [added: 202](#i351898e36c754d9d8c741ba1c4923915_193)[1](#i351898e36c754d9d8c741ba1c4923915_193)] | | | [removed: F-[10](#id3d38605398c417eb98c537c07fa3724_190)] [added: F-[9](#i351898e36c754d9d8c741ba1c4923915_193)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 202](#id3d38605398c417eb98c537c07fa3724_193)[2](#id3d38605398c417eb98c537c07fa3724_193)[, 202](#id3d38605398c417eb98c537c07fa3724_193)[1](#id3d38605398c417eb98c537c07fa3724_193)] [added: 202](#i351898e36c754d9d8c741ba1c4923915_196)[3](#i351898e36c754d9d8c741ba1c4923915_196)[, 202](#i351898e36c754d9d8c741ba1c4923915_196)[2](#i351898e36c754d9d8c741ba1c4923915_196)] [and [removed: 20](#id3d38605398c417eb98c537c07fa3724_193)[20](#id3d38605398c417eb98c537c07fa3724_193)] [added: 202](#i351898e36c754d9d8c741ba1c4923915_196)[1](#i351898e36c754d9d8c741ba1c4923915_196)] | | | [removed: F-[11](#id3d38605398c417eb98c537c07fa3724_193)] [added: F-[11](#i351898e36c754d9d8c741ba1c4923915_196)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#id3d38605398c417eb98c537c07fa3724_196)] [added: Statements](#i351898e36c754d9d8c741ba1c4923915_199)] | | | [removed: F-[12](#id3d38605398c417eb98c537c07fa3724_196)] [added: F-[12](#i351898e36c754d9d8c741ba1c4923915_199)] | | |

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022.][added: 2023.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] as stated in its report, which is presented on the following pages.

[removed: February 15, 2023][added: | 2023 | | | | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of DuPont de Nemours, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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, [removed: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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, [removed: 2022,] [added: 2023,] 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, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: 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.

As described in Notes [removed: 4] [added: 1] and 14 to the consolidated financial statements, as of December 31, [removed: 2022 there was $16.7 billion of goodwill presented in] [added: 2023,] the [added: Company’s] consolidated [added: goodwill] balance [removed: sheet] [added: was $16.7 billion,] and [removed: $0.4 billion of] [added: the] goodwill associated with the [removed: M&M Divestitures disposal group presented in assets of discontinued operations.][added: Protection reporting unit was $4.8 billion.]

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

[removed: Management’s] [added: The Company’s significant] assumptions in [removed: estimating fair value] [added: these analyses] include projected revenue, gross margins, selling, administrative, research and development expenses [removed: (“SARD”),] [added: (SARD),] capital expenditures, the weighted average [removed: costs] [added: cost] of capital, the terminal growth rates, and the [removed: forecasted] tax rate for the income approach and projected [removed: Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)] [added: EBITDA] and [removed: market] [added: derived] multiples [added: from comparable market transactions] for the market approach.