filings.toolsItem 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
| DuPont de Nemours, Inc. Signatures |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DUPONT DE NEMOURS, INC.
Registrant
Date: February 14, 2025
| By: | /s/ MICHAEL G. GOSS | |||||||||||||
| Name: | Michael G. Goss | |||||||||||||
| Title: | Vice President and Controller | |||||||||||||
| City: | Wilmington | |||||||||||||
| State: | Delaware |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title(s) | Date | |||||||||||||||
| /s/ ANTONELLA B. FRANZEN | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | February 14, 2025 | |||||||||||||||
| Antonella B. Franzen | |||||||||||||||||
| /s/ MICHAEL G. GOSS | Vice President and Controller | February 14, 2025 | |||||||||||||||
| Michael G. Goss | (Principal Accounting Officer) | ||||||||||||||||
We, the undersigned directors and officers of DuPont de Nemours, Inc, hereby severally constitute Erik T. Hoover, Senior Vice President & General Counsel and Peter W. Hennessey, Vice President, Associate General Counsel & Corporate Secretary, and each of them singly, as our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments or supplements to this Annual Report on Form 10-K and to cause same to be filed with the U.S. Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934.
| Signature | Title(s) | Date | |||||||||||||||
| /s/ LORI D. KOCH | Chief Executive Officer and Director | February 14, 2025 | |||||||||||||||
| Lori D. Koch | |||||||||||||||||
| /s/ EDWARD D. BREEN | Executive Chairman | February 14, 2025 | |||||||||||||||
| Edward D. Breen | (Principal Executive Officer) | ||||||||||||||||
| /s/ AMY G. BRADY | Director | February 14, 2025 | |||||||||||||||
| Amy G. Brady | |||||||||||||||||
| /s/ RUBY R. CHANDY | Director | February 14, 2025 | |||||||||||||||
| Ruby R. Chandy | |||||||||||||||||
| /s/ TERRENCE R. CURTIN | Director | February 14, 2025 | |||||||||||||||
| Terrence R. Curtin | |||||||||||||||||
| /s/ ALEXANDER M. CUTLER | Director | February 14, 2025 | |||||||||||||||
| Alexander M. Cutler | |||||||||||||||||
| /s/ ELEUTHERE I. DU PONT | Director | February 14, 2025 | |||||||||||||||
| Eleuthère I. du Pont | |||||||||||||||||
| /s/ KRISTINA M. JOHNSON | Director | February 14, 2025 | |||||||||||||||
| Kristina M. Johnson | |||||||||||||||||
| /s/ LUTHER C. KISSAM, IV | Director | February 14, 2025 | |||||||||||||||
| Luther C. Kissam, IV | |||||||||||||||||
| /s/ JAMES A. LICO | Director | February 14, 2025 | |||||||||||||||
| James A. Lico | |||||||||||||||||
| /s/ FREDERICK M. LOWERY | Director | February 14, 2025 | |||||||||||||||
| Frederick M. Lowery | |||||||||||||||||
| /s/ DEANNA M. MULLIGAN | Director | February 14, 2025 | |||||||||||||||
| Deanna M. Mulligan | |||||||||||||||||
| /s/ STEVEN M. STERIN | Director | February 14, 2025 | |||||||||||||||
| Steven M. Sterin |
DuPont de Nemours, Inc.
Index to the Consolidated Financial Statements
F-1
Management's Reports on Responsibility for Financial Statements and
Internal Control over Financial Reporting
Management's Report on Responsibility for Financial Statements
Management is responsible for the Consolidated Financial Statements and the other financial information contained in this Annual Report on Form 10-K. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are considered by management to present fairly the Company's financial position, results of operations and cash flows. The financial statements include some amounts that are based on management's best estimates and judgments. The financial statements have been audited by the Company's independent registered public accounting firm, PricewaterhouseCoopers LLP. The purpose of their audit is to express an opinion as to whether the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company's financial position, results of operations and cash flows in conformity with GAAP. Their report is presented on the following pages.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:
i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
iii.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.
Internal control over financial reporting has certain inherent limitations which may not prevent or detect misstatements. In addition, changes in conditions and business practices may cause variation in the effectiveness of internal controls.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excluded Donatelle Plastics, LLC, which was acquired by the Company in July 2024. The total assets and total net sales of Donatelle Plastic, LLC excluded from management’s assessment of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2024. Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting in the year of acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission staff.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, as stated in its report, which is presented on the following pages.
| /s/ EDWARD D. BREEN | /s/ LORI D. KOCH | /s/ ANTONELLA B. FRANZEN | ||||||||||||
| Edward D. Breen Executive Chairman | Lori D. Koch Chief Executive Officer | Antonella B. Franzen Chief Financial Officer |
February 14, 2025
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of DuPont de Nemours, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of DuPont de Nemours, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2024 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Donatelle Plastics, LLC from its assessment of internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination during 2024. We have also excluded Donatelle Plastics, LLC from our audit of internal control over financial reporting. Donatelle Plastics, LLC is a wholly-owned subsidiary whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
F-3
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill impairment assessment – Protection reporting unit
As described in Notes 1 and 14 to the consolidated financial statements, as of December 31, 2024, the Company’s consolidated goodwill balance was $16.6 billion, and the goodwill associated with the Protection reporting unit was $4.8 billion. Management tests goodwill for impairment at the reporting unit level annually during the fourth quarter, or more frequently when events or changes in circumstances indicate the fair value of a reporting unit has more likely than not declined below its carrying value. Management performed quantitative testing on the Protection reporting unit using a combination of the discounted cash flow model (a form of the income approach) and the Guideline Public Company Method (a form of market approach). As a result of the assessment performed, management concluded the estimated fair value of the Protection reporting unit exceeded its carrying value and that no impairments were identified. As disclosed by management, under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Management uses internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for each reporting unit. Discounted cash flow valuations are completed using the following significant assumptions: projected revenue growth, EBITDA margin, weighted average cost of capital, terminal growth rate and the tax rate. Under the market approach, management applies the Guideline Public Company Method, which uses projected earnings before interest, taxes, depreciation and amortization (EBITDA) and derived multiples from comparable market transactions.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Protection reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Protection reporting unit; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue growth, EBITDA margins, the weighted average cost of capital, the terminal growth rate and the tax rate for the income approach and market multiples for the market approach; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Protection reporting unit and controls over the development of the significant assumptions related to projected revenue growth, EBITDA margins, the weighted average cost of capital, the terminal growth rate, the tax rate and market multiples. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Protection reporting unit; (ii) evaluating the appropriateness of the income and market approaches used by management; (iii) testing the completeness and accuracy of underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected revenue growth, EBITDA margins, the weighted average cost of capital,
F-4
the terminal growth rate and the tax rate for the income approach and market multiples for the market approach. Evaluating management’s assumptions related to projected revenue growth, EBITDA margins, and the tax rate involved considering (i) the current economic conditions and recent operating results of the Protection reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions used by management were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s income and market approaches and (ii) the reasonableness of the weighted average cost of capital, the terminal growth rate and market multiples assumptions.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 14, 2025
We have served as the Company’s auditor since 2019.
F-5
DuPont de Nemours, Inc.
Consolidated Statements of Operations
| (In millions, except for per share amounts) For the years ended December 31, | 2024 | 2023 | 2022 | ||||||||
| Net sales | $ | 12,386 | $ | 12,068 | $ | 13,017 | |||||
| Cost of sales | 7,879 | 7,835 | 8,402 | ||||||||
| Research and development expenses | 531 | 508 | 536 | ||||||||
| Selling, general and administrative expenses | 1,552 | 1,408 | 1,467 | ||||||||
| Amortization of intangibles | 595 | 600 | 590 | ||||||||
| Restructuring and asset related charges - net | 87 | 146 | 155 | ||||||||
| Goodwill impairment charge | — | 804 | — | ||||||||
| Acquisition, integration and separation costs | 168 | 20 | 193 | ||||||||
| Equity in earnings of nonconsolidated affiliates | 60 | 51 | 75 | ||||||||
| Sundry income (expense) - net | (76) | 102 | 191 | ||||||||
| Interest expense | 366 | 396 | 492 | ||||||||
| Income from continuing operations before income taxes | $ | 1,192 | $ | 504 | $ | 1,448 | |||||
| Provision for (benefit from) income taxes on continuing operations | 414 | (29) | 387 | ||||||||
| Income from continuing operations, net of tax | $ | 778 | $ | 533 | $ | 1,061 | |||||
| (Loss) income from discontinued operations, net of tax | (40) | (71) | 4,856 | ||||||||
| Net income | $ | 738 | $ | 462 | $ | 5,917 | |||||
| Net income attributable to noncontrolling interests | 35 | 39 | 49 | ||||||||
| Net income available for DuPont common stockholders | $ | 703 | $ | 423 | $ | 5,868 | |||||
| Per common share data: | |||||||||||
| Earnings per common share from continuing operations - basic | $ | 1.77 | $ | 1.10 | $ | 2.02 | |||||
| (Loss) earnings per common share from discontinued operations - basic | (0.10) | (0.16) | 9.75 | ||||||||
| Earnings per common share - basic | $ | 1.68 | $ | 0.94 | $ | 11.77 | |||||
| Earnings per common share from continuing operations - diluted | $ | 1.77 | $ | 1.09 | $ | 2.02 | |||||
| (Loss) earnings per common share from discontinued operations - diluted | (0.10) | (0.16) | 9.73 | ||||||||
| Earnings per common share - diluted | $ | 1.67 | $ | 0.94 | $ | 11.75 | |||||
| Weighted-average common shares outstanding - basic | 419.2 | 449.9 | 498.5 | ||||||||
| Weighted-average common shares outstanding - diluted | 420.6 | 451.2 | 499.4 |
See Notes to the Consolidated Financial Statements.
F-6
DuPont de Nemours, Inc.
Consolidated Statements of Comprehensive Income
| (In millions) For the years ended December 31, | 2024 | 2023 | 2022 | ||||||||
| Net income | $ | 738 | $ | 462 | $ | 5,917 | |||||
| Other comprehensive (loss) income, net of tax | |||||||||||
| Cumulative translation adjustments | (575) | 38 | (1,119) | ||||||||
| Pension and other post-employment benefit plans | (60) | (92) | 41 | ||||||||
| Derivative instruments | 32 | (41) | 61 | ||||||||
| Separation of M&M Divestitures | — | (32) | 167 | ||||||||
| Total other comprehensive loss | (603) | (127) | (850) | ||||||||
| Comprehensive income | 135 | 335 | 5,067 | ||||||||
| Comprehensive income attributable to noncontrolling interests, net of tax | 22 | 31 | 31 | ||||||||
| Comprehensive income attributable to DuPont | $ | 113 | $ | 304 | $ | 5,036 |
See Notes to the Consolidated Financial Statements.
F-7
DuPont de Nemours, Inc.
Consolidated Balance Sheets
| (In millions, except share and per share amounts) | December 31, 2024 | December 31, 2023 | ||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 1,850 | $ | 2,392 | ||||
| Restricted cash and cash equivalents | 6 | 411 | ||||||
| Accounts and notes receivable - net | 2,199 | 2,370 | ||||||
| Inventories | 2,130 | 2,147 | ||||||
| Prepaid and other current assets | 179 | 194 | ||||||
| Total current assets | 6,364 | 7,514 | ||||||
| Property | ||||||||
| Property, plant and equipment | 10,956 | 10,725 | ||||||
| Less: Accumulated depreciation | 5,188 | 4,841 | ||||||
| Property, plant and equipment - net | 5,768 | 5,884 | ||||||
| Other Assets | ||||||||
| Goodwill | 16,567 | 16,720 | ||||||
| Other intangible assets | 5,370 | 5,814 | ||||||
| Restricted cash and cash equivalents - noncurrent | 36 | — | ||||||
| Investments and noncurrent receivables | 1,081 | 1,071 | ||||||
| Deferred income tax assets | 246 | 312 | ||||||
| Deferred charges and other assets | 1,204 | 1,237 | ||||||
| Total other assets | 24,504 | 25,154 | ||||||
| Total Assets | $ | 36,636 | $ | 38,552 | ||||
| Liabilities and Equity | ||||||||
| Current Liabilities | ||||||||
| Short-term borrowings | $ | 1,848 | $ | — | ||||
| Accounts payable | 1,720 | 1,675 | ||||||
| Income taxes payable | 202 | 154 | ||||||
| Accrued and other current liabilities | 1,031 | 1,269 | ||||||
| Total current liabilities | 4,801 | 3,098 | ||||||
| Long-Term Debt | 5,323 | 7,800 | ||||||
| Other Noncurrent Liabilities | ||||||||
| Deferred income tax liabilities | 915 | 1,130 | ||||||
| Pension and other post-employment benefits - noncurrent | 523 | 565 | ||||||
| Other noncurrent obligations | 1,281 | 1,234 | ||||||
| Total other noncurrent liabilities | 2,719 | 2,929 | ||||||
| Total Liabilities | 12,843 | 13,827 | ||||||
| Commitments and contingent liabilities | ||||||||
| Stockholders' Equity | ||||||||
| Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2024: 417,994,343 shares; 2023: 430,110,140 shares) | 4 | 4 | ||||||
| Additional paid-in capital | 47,922 | 48,059 | ||||||
| Accumulated deficit | (23,076) | (22,874) | ||||||
| Accumulated other comprehensive loss | (1,500) | (910) | ||||||
| Total DuPont stockholders' equity | 23,350 | 24,279 | ||||||
| Noncontrolling interests | 443 | 446 | ||||||
| Total equity | 23,793 | 24,725 | ||||||
| Total Liabilities and Equity | $ | 36,636 | $ | 38,552 |
See Notes to the Consolidated Financial Statements.
F-8
DuPont de Nemours, Inc.
Consolidated Statements of Cash Flows
| (In millions) For the years ended December 31, | 2024 | 2023 | 2022 | ||||||||
| Operating Activities | |||||||||||
| Net income | $ | 738 | $ | 462 | $ | 5,917 | |||||
| (Loss) income from discontinued operations | (40) | (71) | 4,856 | ||||||||
| Net income from continuing operations | $ | 778 | $ | 533 | $ | 1,061 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 1,194 | 1,147 | 1,135 | ||||||||
| Credit for deferred income tax and other tax related items | (163) | (381) | (157) | ||||||||
| Earnings of nonconsolidated affiliates less than dividends received | 13 | 20 | 36 | ||||||||
| Net periodic pension benefit (credit) cost | (1) | 31 | 2 | ||||||||
| Periodic benefit plan contributions | (51) | (63) | (66) | ||||||||
| Net gain on sales, businesses and investments | (20) | (19) | (78) | ||||||||
| Restructuring and asset related charges - net | 87 | 146 | 155 | ||||||||
| Stock based compensation | 77 | 74 | 75 | ||||||||
| Goodwill impairment charge | — | 804 | — | ||||||||
| Loss on debt extinguishment | 74 | — | — | ||||||||
| Interest rate swap loss | 138 | — | — | ||||||||
| Other net (income) loss | (27) | 54 | (59) | ||||||||
| Changes in assets and liabilities, net of effects of acquired and divested companies: | |||||||||||
| Accounts and notes receivable | (135) | 202 | (79) | ||||||||
| Inventories | (7) | 227 | (215) | ||||||||
| Accounts payable | 77 | (310) | (138) | ||||||||
| Other assets and liabilities, net | 287 | (274) | (423) | ||||||||
| Cash provided by operating activities - continuing operations | 2,321 | 2,191 | 1,249 | ||||||||
| Investing Activities | |||||||||||
| Capital expenditures | (579) | (619) | (662) | ||||||||
| Proceeds from sales of property, businesses, and ownership interests in nonconsolidated affiliates, net of cash divested | 8 | 1,244 | 10,951 | ||||||||
| Acquisitions of property and businesses, net of cash acquired | (321) | (1,761) | 5 | ||||||||
| Purchases of investments | — | (32) | (1,317) | ||||||||
| Proceeds from sales and maturities of investments | — | 1,334 | 15 | ||||||||
| Other investing activities, net | 43 | 6 | 12 | ||||||||
| Cash (used for) provided by investing activities - continuing operations | (849) | 172 | 9,004 | ||||||||
| Financing Activities | |||||||||||
| Changes in short-term borrowings | — | — | (150) | ||||||||
| Proceeds from credit facility | — | — | 600 | ||||||||
| Repayment of credit facility | — | — | (600) | ||||||||
| Payments on long-term debt | (687) | (300) | (2,500) | ||||||||
| Purchases of common stock and forward contracts | (500) | (2,000) | (4,375) | ||||||||
| Proceeds from issuance of Company stock | 50 | 27 | 88 | ||||||||
| Employee taxes paid for share-based payment arrangements | (27) | (27) | (27) | ||||||||
| Distributions to noncontrolling interests | (26) | (37) | (26) | ||||||||
| Dividends paid to stockholders | (635) | (651) | (652) | ||||||||
| Payment of excise tax on purchase of treasury stock | (21) | — | — | ||||||||
| Other financing activities, net | (1) | (1) | (4) | ||||||||
| Cash used for financing activities - continuing operations | (1,847) | (2,989) | (7,646) | ||||||||
| Cash Flows from Discontinued Operations | |||||||||||
| Cash used for operations - discontinued operations | (474) | (273) | (661) | ||||||||
| Cash used for investing activities - discontinued operations | — | (33) | (81) | ||||||||
| Cash used for financing activities - discontinued operations | — | — | (21) | ||||||||
| Cash used in discontinued operations | (474) | (306) | (763) | ||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (62) | (37) | (148) | ||||||||
| (Decrease) increase in cash, cash equivalents and restricted cash | (911) | (969) | 1,696 |
(Continued on the following page)
See Notes to the Consolidated Financial Statements.
F-9
DuPont de Nemours, Inc.
Consolidated Statements of Cash Flows
| (In millions) For the years ended December 31, | 2024 | 2023 | 2022 | ||||||||
| Cash, cash equivalents and restricted cash from continuing operations, beginning of period | 2,803 | 3,772 | 2,037 | ||||||||
| Cash, cash equivalents and restricted cash from discontinued operations, beginning of period | — | — | 39 | ||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 2,803 | 3,772 | 2,076 | ||||||||
| Cash, cash equivalents and restricted cash from continuing operations, end of period | 1,892 | 2,803 | 3,772 | ||||||||
| Cash, cash equivalents and restricted cash from discontinued operations, end of period | — | — | — | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 1,892 | $ | 2,803 | $ | 3,772 |
| (In millions) For the years ended December 31, | 2024 | 2023 | 2022 | ||||||||
| Supplemental cash flow information | |||||||||||
| Cash paid during the year for: | |||||||||||
| Interest, net of amounts capitalized - from continuing operations | $ | 394 | $ | 408 | $ | 494 | |||||
| Income taxes, net of refunds - from continuing operations | 363 | 360 | 642 | ||||||||
| Interest, net of amounts capitalized - from discontinued operations | — | — | — | ||||||||
| Income taxes, net of refunds - from discontinued operations | (47) | 34 | 202 |
See Notes to the Consolidated Financial Statements.
F-10
DuPont de Nemours, Inc.
Consolidated Statements of Equity
| In millions | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comp (Loss) Income | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||
| 2022 | |||||||||||||||||||||||
| Balance at January 1, 2022 | $ | 5 | $ | 49,574 | $ | (23,187) | $ | 41 | $ | — | $ | 617 | $ | 27,050 | |||||||||
| Net income | — | — | 5,868 | — | — | 49 | 5,917 | ||||||||||||||||
| Other comprehensive loss | — | — | — | (832) | — | (18) | (850) | ||||||||||||||||
| Dividends ($1.32 per common share) | — | (652) | — | — | — | — | (652) | ||||||||||||||||
| Common stock issued/sold | — | 88 | — | — | — | — | 88 | ||||||||||||||||
| Stock-based compensation | — | 57 | — | — | — | — | 57 | ||||||||||||||||
| Contributions from non-controlling interest | — | — | — | — | — | 2 | 2 | ||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | (36) | (36) | ||||||||||||||||
| Purchases of treasury stock | — | — | — | — | (3,725) | — | (3,725) | ||||||||||||||||
| Retirement of treasury stock | — | — | (3,725) | — | 3,725 | — | — | ||||||||||||||||
| Forward contracts for share repurchase | — | (650) | — | — | — | — | (650) | ||||||||||||||||
| M&M Divestiture | — | — | — | — | — | (167) | (167) | ||||||||||||||||
| Other | — | 3 | (21) | — | — | 1 | (17) | ||||||||||||||||
| Balance at December 31, 2022 | $ | 5 | $ | 48,420 | $ | (21,065) | $ | (791) | $ | — | $ | 448 | $ | 27,017 | |||||||||
| 2023 | |||||||||||||||||||||||
| Net income | — | — | 423 | — | — | 39 | 462 | ||||||||||||||||
| Other comprehensive loss | — | — | — | (119) | — | (8) | (127) | ||||||||||||||||
| Dividends ($1.44 per common share) | — | (651) | — | — | — | — | (651) | ||||||||||||||||
| Common stock issued/sold | — | 27 | — | — | — | — | 27 | ||||||||||||||||
| Stock-based compensation | — | 51 | — | — | — | — | 51 | ||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | (37) | (37) | ||||||||||||||||
| Purchases of treasury stock | — | — | — | — | (1,600) | — | (1,600) | ||||||||||||||||
| Excise tax on purchase of treasury stock | — | — | (21) | — | — | — | (21) | ||||||||||||||||
| Retirement of treasury stock | (1) | — | (2,212) | — | 2,213 | — | — | ||||||||||||||||
| Forward contracts for share repurchase | — | (400) | — | — | — | — | (400) | ||||||||||||||||
| Settlement of forward contracts for share repurchase | — | 613 | — | — | (613) | — | — | ||||||||||||||||
| Other | — | (1) | 1 | — | — | 4 | 4 | ||||||||||||||||
| Balance at December 31, 2023 | $ | 4 | $ | 48,059 | $ | (22,874) | $ | (910) | $ | — | $ | 446 | $ | 24,725 | |||||||||
| 2024 | |||||||||||||||||||||||
| Net income | — | — | 703 | — | — | 35 | 738 | ||||||||||||||||
| Other comprehensive loss | — | — | — | (590) | — | (13) | (603) | ||||||||||||||||
| Dividends ($1.52 per common share) | — | (635) | — | — | — | — | (635) | ||||||||||||||||
| Common stock issued/sold | — | 50 | — | — | — | — | 50 | ||||||||||||||||
| Stock-based compensation | — | 50 | — | — | — | — | 50 | ||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | (26) | (26) | ||||||||||||||||
| Purchases of treasury stock | — | — | — | — | (400) | — | (400) | ||||||||||||||||
| Excise tax on purchases of treasury stock | — | — | (8) | — | — | — | (8) | ||||||||||||||||
| Retirement of treasury stock | — | — | (898) | — | 898 | — | — | ||||||||||||||||
| Forward contracts for share repurchase | — | (100) | — | — | — | — | (100) | ||||||||||||||||
| Settlement of forward contracts for share repurchase | — | 498 | — | — | (498) | — | — | ||||||||||||||||
| Other | — | — | 1 | — | — | 1 | 2 | ||||||||||||||||
| Balance at December 31, 2024 | $ | 4 | $ | 47,922 | $ | (23,076) | $ | (1,500) | $ | — | $ | 443 | $ | 23,793 |
See Notes to the Consolidated Financial Statements.
F-11
DuPont De Nemours, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
F-12
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying Consolidated Financial Statements of DuPont de Nemours, Inc. ("DuPont” or the "Company”) were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The significant accounting policies described below, together with the other notes that follow, are an integral part of the Consolidated Financial Statements.
The Consolidated Financial Statements include the accounts of the Company and subsidiaries in which a controlling interest is maintained. The Consolidated Financial Statements also include the accounts of joint ventures that are variable interest entities ("VIEs") in which the Company is the primary beneficiary due to the Company's power to direct the VIEs significant activities. For those consolidated subsidiaries in which the Company's ownership is less than 100 percent, the outside stockholders' interests are shown as noncontrolling interests. Investments in affiliates over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method.
The Company is also involved with certain joint ventures accounted for under the equity method of accounting that are VIEs. The Company is not the primary beneficiary, as the nature of the Company's involvement with the VIEs does not provide it the power to direct the VIEs significant activities. Future events may require these VIEs to be consolidated if the Company becomes the primary beneficiary. At December 31, 2024 and 2023, the maximum exposure to loss related to the nonconsolidated VIEs is not considered material to the Consolidated Financial Statements.
DWDP Distributions
Effective August 31, 2017, E. I. du Pont de Nemours and Company ("EID") and The Dow Chemical Company ("TDCC") each merged with subsidiaries of DowDuPont Inc. (n/k/a "DuPont”) and, as a result, EID and TDCC became subsidiaries of the Company. On April 1, 2019, the Company completed the separation of the materials science business through the spin-off of Dow Inc., (“Dow”) including Dow’s subsidiary TDCC (the “Dow Distribution”). On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EID (subsequently renamed EIDP, Inc. (n/k/a "EIDP")), (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”). Following the Corteva Distribution, DuPont holds the specialty products business as continuing operations. DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc. (“DuPont”) (for certain events prior to June 1, 2019, the Company may be referred to as DowDuPont). Beginning on June 3, 2019, the Company's common stock is traded on the New York Stock Exchange under the ticker symbol "DD."
Intended Electronics Separation
On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”). On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”). DuPont also announced that it would retain the Water business. The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.
M&M Transactions
On November 1, 2022, DuPont completed the previously announced divestiture of the majority of its historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”), to Celanese Corporation (“Celanese”) for cash proceeds of $11.0 billion. On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). The Delrin® Divestiture and together with the M&M Divestiture, collectively the "M&M Divestitures” and the businesses in scope of the M&M Divestitures collectively the "M&M Businesses". See Note 4 for more information.
The results of operations for the year ended December 31, 2023, present the financial results of Delrin® as discontinued operations through November 1, 2023. The results of operations for the year ended December 31, 2022, present the financial results of the M&M Businesses as discontinued operations. For the year ended December 31, 2023, the Consolidated Statements of Cash Flows present the cash flows of the Delrin® Divestiture as discontinued operations for activity. The Consolidated Statements of Cash Flows for the year ended December 31, 2022, present the cash flows from the M&M Businesses as discontinued operations. The comprehensive income of the M&M Businesses has not been segregated and is included in the Consolidated Statements of Comprehensive Income for all periods presented. Unless otherwise indicated, the information in the notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the M&M Businesses.
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Use of Estimates in Financial Statement Preparation
The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s Consolidated Financial Statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash equivalents represent investments with maturities of three months or less from time of purchase. They are carried at cost plus accrued interest, which approximates fair value.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents represents trust assets, cash held in escrow and cash within qualified settlement funds. These funds are restricted as to withdrawal or use under the terms of certain contractual agreements. Restricted cash is classified as a current or non-current asset based on the timing and nature of when or how the cash is expected to be used. See Note 7 and 16 for further information.
Marketable Securities
Marketable securities represent investments in fixed and floating rate financial instruments with maturities greater than three months and up to twelve months at time of purchase. Investments classified as held-to-maturity are recorded at amortized cost. The carrying value approximates fair value due to the short-term nature of the investments.
Fair Value Measurements
Under the accounting guidance for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The Company uses the following valuation techniques to measure fair value for its assets and liabilities:
| Level 1 | – | Quoted market prices in active markets for identical assets or liabilities; | ||||||
| Level 2 | – | Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs); | ||||||
| Level 3 | – | Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability. |
Foreign Currency Translation
The Company's worldwide operations utilize the U.S. dollar ("USD") or local currency as the functional currency, where applicable. The Company identifies its separate and distinct foreign entities and groups the foreign entities into two categories: 1) extension of the parent or foreign subsidiaries operating in a hyper-inflationary environment (USD functional currency) and 2) self-contained (local functional currency). If a foreign entity does not align with either category, factors are evaluated and a judgment is made to determine the functional currency.
For foreign entities where the USD is the functional currency, all foreign currency-denominated asset and liability amounts are re-measured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill, other intangible assets and other non-monetary items, which are re-measured at historical rates. Foreign currency income and expenses are re-measured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts re-measured at historical exchange rates. Exchange gains and losses arising from re-measurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.
For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are reported, net of their related tax effects, as a component of accumulated other comprehensive loss in equity. Assets and liabilities denominated in other than the local currency are re-measured into the local currency prior to translation into USD and the resultant exchange gains or
F-14
losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during the period.
The Company changes the functional currency of its separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.
Interest Rate Swap Agreements
The Company has entered into a fixed-to-floating interest rate swap agreement to hedge changes in the fair value of the Company’s long-term debt due to interest rate movements. Under the terms of the agreement, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount. The interest rate swaps are designated and carried as fair value hedges. Fair value hedge accounting has been applied and thus, changes in the fair value of these swaps and changes in the fair value of the related hedged portion of long-term debt will be presented and will net to zero in Sundry income (expense) – net in the Consolidated Statements of Operations.
In 2024, the Company issued a notice of partial redemption concerning the associated long-term debt linked to this hedging relationship. As a result, the Company dedesignated the hedging relationship, and fair value hedge accounting is no longer applied to these swaps. After dedesignation, changes in fair value of these swaps are recognized directly in earnings in “Sundry income (expense) – net” in the Consolidated Statements of Operations, resulting in gains or losses that are separate from the hedged item.
In addition, the Company has entered into two forward-starting fixed-to-floating interest rate swap agreements to hedge changes in the fair value of the Company’s long-term debt resulting from interest rate movements. These new derivatives convert fixed interest rate payments to floating rate payments. The Company employs both the dedesignated fixed-to-floating interest rate swaps and the forward-starting fixed-to-floating interest rate swaps as economic hedges of its fixed-rate debt. Changes in the fair value of the economic hedges, and any gains or losses from net interest settlements associated with the dedesignated swaps, are recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations.
Cash payments or receipts associated with interest rate swaps are classified as operating activities in the Consolidated Statements of Cash Flows.
Net Foreign Investment Hedge
The Company has fixed-for-fixed cross currency swaps which are designated as a net investment hedge and has made an accounting policy election to account for the net investment hedge using the spot method. The Company has also elected to amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued. The cross-currency swap is marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within "Accumulated other comprehensive loss" ("AOCL"), net of amounts associated with excluded components which are recognized in interest expense in the Consolidated Statements of Operations.
Inventories
The Company's inventories are valued at the lower of cost or net realizable value. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead. Stores and supplies are valued at cost or net realizable value, whichever is lower; cost is generally determined by the average cost method. The Company's inventories are generally accounted for under the average cost method. The Company establishes allowances for obsolescence of inventory based upon quality considerations and assumptions about future demand and market conditions.
In periods of abnormally low production, certain fixed costs normally absorbed into inventory are recorded directly to cost of sales in the period incurred.
Property, Plant and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. When assets are surrendered, retired, sold, or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed from the Consolidated Balance Sheets and included in determining gain or loss on such disposals.
F-15
Goodwill and Other Intangible Assets
The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value.
When testing goodwill for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in the amount by which the carrying value of the reporting unit exceeds its fair value, limited to the amount of goodwill at the reporting unit. The Company determines fair values for each of the reporting units using a combination of the income approach and/or market approach. Under the income approach, fair value is determined based on the net present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Under the market approach, the Company selects peer sets based on close competitors and reviews the EBITDA multiples to determine the fair value. When applicable, third-party purchase offers may be utilized to measure fair value. The Company applies a weighting to the market approach and income approach to determine the fair value. See Note 14 for further information on goodwill.
Indefinite-lived intangible assets are tested for impairment at least annually during the fourth quarter; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. When testing indefinite-lived intangible assets for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets is less than carrying value. If the Company chooses not to complete a qualitative assessment for indefinite-lived intangible assets or if the initial assessment indicates that it is more likely than not that the carrying value of indefinite-lived intangible assets exceeds the fair value, additional quantitative testing is required. Impairment exists when carrying value exceeds fair value. The Company's fair value methodology is primarily based on discounted cash flow techniques.
Definite-lived intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 1 to 20 years. The Company continually evaluates the reasonableness of the useful lives of these assets.
Impairment and Disposals of Long-Lived Assets
The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value of a long-lived asset group is considered for impairment when the total projected undiscounted cash flows from the assets are separately identifiable and are less than its carrying value. In that event, a loss would be recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset group. The Company's fair value methodology is an estimate of fair market value which is made based on prices of similar assets or other valuation methodologies, including present value techniques. Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed. Depreciation is recognized over the remaining useful life of the assets.
Acquisitions
In accordance with ASC 805, Business Combinations, acquisitions are recorded using the acquisition method of accounting. The Company includes the operating results of acquired entities from their respective dates of acquisition. The Company recognizes and measures the identifiable assets acquired and liabilities assumed as of the acquisition date fair value, where applicable. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired and liabilities assumed is recognized as goodwill. Costs incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded in the period the costs are incurred.
Leases
The Company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract, in accordance with ASC 842, Leases. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. Operating lease right-of-use ("ROU") assets are included in "Deferred charges and other assets" on the Consolidated Balance Sheets. Operating lease liabilities are included in "Accrued and other current liabilities" and "Other noncurrent obligations" on the Consolidated Balance Sheets. Finance lease ROU assets are included in "Property, plant and equipment - net" and the corresponding lease liabilities are included in "Long-term debt" or "Short-term borrowings" on the Consolidated Balance Sheets.
F-16
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide the lessor's implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-line basis over the lease term.
The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all asset classes. Additionally, for certain equipment leases, the portfolio approach is applied to account for the operating lease ROU assets and lease liabilities. In the Consolidated Statements of Operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term.
The Company has leases in which it is the lessor, these leases are classified as operating leases and lessor revenue and related expenses are not significant to the Company’s Consolidated Balance Sheets or Consolidated Statement of Operations. Lease income is recorded in "Selling, general, and administrative expenses" and "Research and development expenses". See Note 17 for additional information regarding the Company's leases.
Derivative Instruments
Derivative instruments are reported in the Consolidated Balance Sheets at their fair values. The Company utilizes derivatives to manage exposures to foreign currency exchange rates and commodity prices. Changes in the fair values of derivative instruments that are not designated as hedges are recorded in current period earnings. For derivative instruments designated as cash flow hedges, the gain or loss is reported in AOCL until it is cleared to earnings during the same period in which the hedged item affects earnings.
In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the maturation of the hedged transaction, the net gain or loss in AOCL generally remains in AOCL until the item that was hedged affects earnings. If a hedged transaction matures, or is sold, extinguished, or terminated prior to the maturity of a derivative designated as a hedge of such transaction, gains or losses associated with the derivative through the date the transaction matured are included in the measurement of the hedged transaction and the derivative is reclassified as for trading purposes. Derivatives designated as hedges of anticipated transactions are reclassified as for trading purposes if the anticipated transaction is no longer probable.
For derivative instruments designated as net investment hedges, the gain or loss is reported as a component of Other comprehensive income (loss) and recorded in AOCL. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated.
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the Consolidated Balance Sheets in "Accrued and other current liabilities" and "Other noncurrent obligations" at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the Consolidated Balance Sheets as "Accounts and notes receivable - net."
Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.
F-17
Revenue Recognition
The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of Revenue from Contracts with Customers (Topic 606), the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 5 for additional information on revenue recognition.
Cost of Sales
Cost of sales primarily includes the cost of manufacture and delivery, ingredients or raw materials, direct salaries, wages and benefits and overhead, non-capitalizable costs associated with capital projects and other operational expenses. No amortization of intangibles is included within costs of sales.
Research and Development
Research and development costs are expensed as incurred. Research and development expense includes costs (primarily consisting of employee costs, materials, contract services, research agreements, and other external spend) relating to the discovery and development of new products, and enhancement of existing products.
Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily include selling and marketing expenses, commissions, functional costs, and business management expenses.
Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments associated with the preparation and execution of activities related to strategic initiatives.
Litigation
Accruals for legal matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Legal costs, such as outside counsel fees and expenses, are charged to expense in the period incurred.
Restructuring and Asset Related Charges
Charges for restructuring programs generally include targeted actions involving employee severance and related benefit costs, contract termination charges, and asset related charges, which include impairments or accelerated depreciation/amortization of long-lived assets associated with such actions. Employee severance and related benefit costs are provided to employees under the Company’s ongoing benefit arrangements. These charges are accrued during the period when management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated. Contract termination charges primarily reflect costs to terminate a contract before the end of its term or costs that will continue to be incurred under the contract for its remaining term without economic benefit to the Company. Asset related charges reflect impairments to long-lived assets and indefinite-lived intangible assets no longer deemed recoverable and depreciation/amortization of long-lived assets, which is accelerated over their remaining economic lives.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies, such as indemnifications, when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. The current portion of uncertain income tax positions is included in "Income taxes payable" and the long-term portion is included in "Other noncurrent obligations" in the Consolidated Balance Sheets.
F-18
NOTE 2 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In September 2022, the FASB issued Accounting Standards Update No. 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") to enhance transparency about the use of supplier finance programs. The new guidance requires that a buyer in a supplier finance program provides additional qualitative and quantitative disclosures about its program including the nature of the program, activity during the period, changes from period to period, and the potential magnitude of the program. The amendments in ASU 2022-04 are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the amendment on rollforward information which is effective prospectively for fiscal years beginning after December 15, 2023. The Company implemented the new disclosures, other than the rollforward information, as required in the first quarter of 2023. The rollforward information disclosures have been implemented as required for the year ended December 31, 2024. See Note 15 for more information.
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07") to improve disclosure requirements about reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. The new guidance requires disclosures of significant segment expenses regularly provided to the Chief Operating Decision Maker ("CODM") and included in reported measures of segment profit and loss. Disclosure of the title and position of the CODM is required. The guidance requires interim and annual disclosures about a reportable segment's profit or loss and assets. Additionally, the guidance requires disclosure of other segment items by reportable segment including a description of its composition. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. The disclosures have been implemented as required for the year ended December 31, 2024. See Note 23 for more information.
Accounting Guidance Issued But Not Adopted at December 31, 2024
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09") to improve transparency and disclosure requirements for the rate reconciliation, income taxes paid and other tax disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, on a prospective basis. The disclosures will be implemented as required for the Company's 2025 annual report. The Company is currently evaluating the impact of adopting this guidance.
In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted rules under SEC Release No. 33-11275, "The Enhancement and Standardization of Climate-Related Disclosures for Investors", which require a registrant to disclose information in annual reports and registration statements about climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The information would include disclosure of a registrant's greenhouse gas emissions. In addition, certain disclosures related to severe weather events and other natural conditions will be required in a registrant’s audited financial statements. Certain annual disclosure requirements would be effective as early as the fiscal year beginning January 1, 2025. However, in April 2024, the SEC voluntarily stayed the final rules pending certain legal challenges. The Company is currently evaluating the impact of these rules on its disclosures.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, "Income Statement: Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures" ("ASU 2024-03") to improve disclosures about the nature of expenses within line items on the statements of operations. The amendments in ASU 2024-03 are effective for the Company's 2028 annual report and subsequent interim periods; however, early adoption is permitted. The amendments can be applied prospectively or retrospectively to all periods presented. The Company is currently evaluating the impact of adopting this guidance.
F-19
NOTE 3 - ACQUISITIONS
Donatelle Plastics Acquisition
On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), for a net purchase price of $365 million (the "Donatelle Plastics Acquisition"), which includes immaterial adjustments for acquired cash and net working capital. The net purchase price also includes the estimated fair value for a contingent earn-out liability of $40 million, further discussed below. Donatelle Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices. Donatelle Plastics is being integrated into Industrial Solutions within the Electronics & Industrial segment.
The purchase accounting and purchase price allocation for Donatelle Plastics are substantially complete. However, the Company continues to refine the preliminary valuation of certain acquired assets and liabilities assumed, including income tax related amounts, which could impact the amount of residual goodwill recorded. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the acquisition.
The provisional fair values allocated to the assets acquired and liabilities assumed on July 28, 2024 include total assets of $268 million and total liabilities of $17 million. The goodwill acquired as part of the Donatelle Plastics Acquisition was $114 million resulting in total consideration of $365 million. The fair value of total assets acquired primarily includes $201 million of other intangible assets and $36 million of property, plant and equipment. The remaining assets acquired primarily include cash and cash equivalents and inventory. Final determination of the fair values may result in further adjustments to these values.
The significant fair value estimates included in the provisional allocation of purchase price are discussed below.
Other Intangible Assets
Other intangible assets with definite lives primarily include provisional customer relationships of $151 million and developed technology of $47 million. Customer relationships and developed technology have useful lives of 20 years and 15 years, respectively. The customer-related intangible assets' estimated fair value was determined using the multi-period excess earnings method while the developed technology fair values were determined utilizing the relief from royalty method.
Goodwill
The excess of the consideration for Donatelle Plastics over the preliminary net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $114 million of goodwill, which has been assigned to the Electronics & Industrial segment. Goodwill is primarily attributable to the optimization of the combined Electronics & Industrial segment and Donatelle Plastics businesses’ global activities across sales and manufacturing, as well as expected future customer relationships. Donatelle Plastics goodwill will be deductible for U.S. tax purposes.
Contingent Earn-out Liability
The purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $85 million. The contingent earn-out liability was measured using a Monte Carlo simulation and the primary assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs, considered to be Level 3 measurements under the fair value hierarchy. The fair value of the contingent earn-out liability at the acquisition date was $40 million.
The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue. Changes in the fair value of the contingent earn-out liability will be recognized in "Sundry income (expense), net" in the Consolidated Statements of Operations. As of December 31, 2024, the fair value of the contingent earn-out liability was $40 million, reflected in “Other noncurrent obligations” on the Consolidated Balance Sheets.
The Company evaluated the disclosure requirements under ASC 805, Business Combinations and determined Donatelle Plastics was not considered a material business combination for purposes of disclosing either the earnings of Donatelle Plastics since the date of acquisition or supplemental pro forma information.
F-20
Spectrum Acquisition
On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”). Spectrum manufactures flexible packaging products, plastic and silicone extrusions, and components for the global industrial, food and medical business sectors. Spectrum is part of the Electronics & Industrial segment. The net purchase price was approximately $1,781 million, including a net upward adjustment of approximately $43 million for acquired cash and net working capital, among other items. The Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date.
The purchase accounting and purchase price allocation for Spectrum are complete as of December 31, 2024. In the third quarter 2024, the Company finalized the working capital settlements for an immaterial amount which impacted the residual goodwill recorded. The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase allocation is considered final. Final determination of the fair values are presented in the following table:
| Spectrum Assets Acquired and Liabilities Assumed on August 1, 2023 | |||||||||||
| In millions | |||||||||||
| Fair value of assets acquired | |||||||||||
| Cash and cash equivalents | $ | 31 | |||||||||
| Accounts and notes receivable | 68 | ||||||||||
| Inventories | 52 | ||||||||||
| Property, plant and equipment | 125 | ||||||||||
| Other intangible assets | 916 | ||||||||||
| Deferred charges and other assets | 34 | ||||||||||
| Total Assets Acquired | $ | 1,226 | |||||||||
| Fair value of liabilities assumed | |||||||||||
| Accounts payable | $ | 21 | |||||||||
| Income taxes payable | 17 | ||||||||||
| Deferred income tax liabilities | 177 | ||||||||||
| Other noncurrent liabilities | 44 | ||||||||||
| Total Liabilities Assumed | $ | 259 | |||||||||
| Goodwill | 814 | ||||||||||
| Total Consideration | $ | 1,781 |
The significant fair value adjustments included in the allocation of purchase price are discussed below.
Other Intangible Assets
Other intangible assets with definite lives include acquired customer-related intangible assets of $772 million, developed technology of $126 million and trademark/tradename of $18 million. Acquired customer-related intangible assets, developed technology, and trademark/tradename have useful lives of 20 years, 15 years, and 5 years, respectively. The customer-related intangible assets' fair value was determined using the multi-period excess earnings method while the developed technology and trademark/tradename fair values were determined utilizing the relief from royalty method. The determination and allocation of fair value of other intangibles assets assumed is based on various assumptions and valuation methodologies requiring considerable management judgment, including estimates based on historical information, current market data and future expectations.
Goodwill
The excess of the consideration for Spectrum over the net fair value of assets acquired and liabilities assumed resulted in the recognition of $814 million of goodwill, which has been assigned to the Electronics & Industrial segment. Goodwill is primarily attributable to the optimization of the combined Electronics & Industrial segment and Spectrum businesses’ global activities across sales and manufacturing, as well as expected future customer relationships. Spectrum goodwill will not be deductible for U.S. tax purposes.
The Company evaluated the disclosure requirements under ASC 805 and determined Spectrum was not considered a material business combination for purposes of disclosing the earnings of Spectrum since the date of acquisition or supplemental pro forma information.
F-21
Terminated Intended Rogers Corporation Acquisition
On November 1, 2022, the Company announced the termination of the agreement to acquire all the outstanding shares of Rogers Corporation (“Rogers”) for about $5.2 billion, as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers Corporation Acquisition"). DuPont paid Rogers a termination fee of $162.5 million in accordance with the agreement on November 2, 2022. The termination fee was recognized as a charge in the fourth quarter of 2022 and recorded in the "Acquisition, integration and separation costs" within the Consolidated Statements of Operations.
Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments. For the year ended December 31, 2024, these costs were primarily related to the Previously Intended Business Separations and the Intended Electronics Separation. For the year ended December 31, 2023, these costs were primarily related to the Spectrum Acquisition. Comparatively, for the year ended December 31, 2022, these costs were associated with the Terminated Intended Rogers Corporation Acquisition, including the $162.5 million termination fee, the divestiture of the Biomaterials business unit and the prior year acquisition of Laird PM.
These costs are recorded within "Acquisition, integration and separation costs" within the Consolidated Statements of Operations.
| (In millions) For the years ended December 31, | 2024 | 2023 | 2022 | ||||||||
| Acquisition, integration and separation costs | $ | 168 | $ | 20 | $ | 193 |
F-22
NOTE 4 - DIVESTITURES
Mobility & Materials Divestitures
On November 1, 2022, (the "Transaction Date") DuPont completed the previously announced divestiture of the majority of the historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”). The Company had previously entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") on February 17, 2022, for consideration of $11.0 billion. Cash received on the Transaction Date, as adjusted for preliminary and other adjustments, was $11.0 billion. These adjustments include approximately $500 million of cash transferred with the M&M Divestiture business for which DuPont was reimbursed at closing resulting in net proceeds of $10.5 billion.
The Company also announced on February 18, 2022, that its Board of Directors approved the divestiture of the Delrin® acetal homopolymer (H-POM) business, subject to entry into a definitive agreement and satisfaction of customary closing conditions, (the Delrin® business together with the M&M Divestiture businesses, the "M&M Businesses”). On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable in the amount of $350 million and acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”). The customary transaction adjustments primarily relate to $27 million of cash transferred with the Delrin® Divestiture for which DuPont was reimbursed at closing resulting in net cash proceeds of $1.25 billion. TJC, through its subsidiaries, holds the 80.1 percent controlling interest in Derby. The Company accounts for its equity interest in Derby as an equity method investment based upon its non-controlling equity interest, its $350 million intra-entity note receivable owed by an indirect, wholly owned subsidiary of Derby and its representation on the Derby board of directors. The note receivable has a maturity date of November 2031. The Company has limited continuing involvement with Derby including short term transition service agreements and insignificant sales to the Delrin® business.
As a result of the Delrin® Divestiture, and included as part of the $419 million gain on the sale, the Company initially recognized the 19.9 percent equity interest and the $350 million note receivable at fair values of $121 million and $224 million, respectively, which are recorded in "Investments and noncurrent receivables" in the Consolidated Balance Sheets. The fair value of the equity interest was determined using the enterprise value based on sales proceeds and a market approach primarily based on restricted stock studies. The fair value of the note receivable was determined using a market approach primarily based on current market interest rates for similar credit facilities and the duration of the note.
The Company determined the sales of the M&M Businesses represent a strategic shift that has a major effect on the Company’s operations and results. For the years ended December 31, 2023 and 2022 the Company recognized an after-tax gain of $480 million and $5 billion, respectively, recorded in "(Loss) income from discontinued operations, net of tax" in the Company's Consolidated Statement Operations. For the year ended December 31, 2023, $419 million is related to the gain on the sale of Delrin®, which is included in the Consolidated Statements of Cash Flows. The results of operations of the M&M Businesses are presented as discontinued operations as summarized below for all periods. The M&M Divestiture is reflected through the Transaction Date and the Delrin® Divestiture is reflected through November 1, 2023:
| For the Years Ended December 31, | ||||||||
| In millions | 2023 | 2022 | ||||||
| Net sales | $ | 460 | $ | 3,532 | ||||
| Cost of sales | 295 | 2,712 | ||||||
| Research and development expenses | 3 | 46 | ||||||
| Selling, general and administrative expenses | 2 | 127 | ||||||
| Amortization of intangibles | — | 28 | ||||||
| Acquisition, integration and separation costs 1 | 195 | 555 | ||||||
| Equity in earnings of nonconsolidated affiliates | — | (9) | ||||||
| Sundry income (expense) - net | 9 | 4 | ||||||
| (Loss) income from discontinued operations before income taxes | $ | (26) | $ | 59 | ||||
| Provision for income taxes on discontinued operations | 31 | 128 | ||||||
| (Loss) income from discontinued operations, net of tax | $ | (57) | $ | (69) | ||||
| Net (loss) income from discontinued operations attributable to noncontrolling interests | — | (4) | ||||||
| Gain on sale, net of tax 2 | 480 | 5,024 | ||||||
| Income from discontinued operations attributable to DuPont stockholders, net of tax | $ | 423 | $ | 4,959 |
-
Includes costs related to the M&M Divestitures for all periods presented.
-
Gain includes purchase price adjustments related to the M&M Divestitures in 2023.
F-23
During the first quarter of 2022 after meeting the criteria to be classified as held for sale, the Company performed impairment analyses and allocated goodwill to the M&M Divestiture and Delrin® disposal groups and no impairments were identified. Refer to Note 14 for additional information. During each reporting period that the M&M Divestiture and Delrin® disposal groups were classified as held for sale, the Company assessed whether the fair value less cost to sell were less than the carrying value of each disposal group.
Pursuant to the Transaction Agreement, liabilities and assets related to the M&M Divestiture could not be directly assumed by Celanese and as a result, transferred by way of indemnification between both parties. In addition, pursuant to the Transaction Agreement, DuPont indemnifies Celanese against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the transaction.
Other Discontinued Operations Activity
The Company recorded a loss from discontinued operations, net of tax, of $40 million and $71 million for the years ended December 31, 2024 and 2023, respectively, and income from discontinued operations of $4,856 million for the year ended December 31, 2022.
Discontinued operations activity consists of the following:
| For the Years Ended December 31, | |||||||||||
| In millions | 2024 | 2023 | 2022 | ||||||||
| M&M Divestitures 1 | $ | (27) | $ | 423 | $ | 4,955 | |||||
| MOU Activity 2 | (36) | (426) | (74) | ||||||||
| Indemnification activity - environmental and legal 3 | (24) | (50) | — | ||||||||
| Tax related matters 4 | 57 | — | — | ||||||||
| Other | (10) | (18) | (25) | ||||||||
| (Loss) income from discontinued operations, net of tax | $ | (40) | $ | (71) | $ | 4,856 |
1.The year ended December 31, 2024 primarily includes separation costs and purchase price adjustments.
2.Includes the activity subject to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva Inc ("Corteva"), E. I. du Pont de Nemours and Company ("EIDP") and the Company. The year ended December 31, 2023 includes a charge related to the Water District Settlement Agreement, as defined in Note 16.
3.Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between Corteva and EIDP. For additional information on these matters, refer to Note 16.
4.The year ended December 31, 2024 includes tax indemnification activity associated with divested businesses.
Biomaterials
In May 2022, the Company completed the sale of its Biomaterials business unit, which included the Company's equity method investment in DuPont Tate & Lyle Bio Products, to the Huafon Group. Total consideration received related to the sale was approximately $240 million. For the year ended December 31, 2022, a pre-tax gain of $26 million ($21 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations. For the year ended December 31, 2022, the results of operations of the Biomaterials business unit are reported in Corporate & Other.
NOTE 5 - REVENUE
Revenue Recognition
Products
Substantially all of DuPont's revenue is derived from product sales. Product sales consist of sales of DuPont's products to supply manufacturers and distributors. DuPont considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.
Revenue from product sales is recognized when the customer obtains control of the Company’s product, which occurs at a point in time, usually upon shipment, with payment terms typically in the range of 30 to 60 days after invoicing depending on business and geographic region. The Company elected the practical expedient to not adjust the amount of consideration for the effects of a significant financing component for all instances in which the period between payment and transfer of the goods will be one year or less. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company elected to use the practical expedient to expense cash and non-cash sales incentives as the amortization period for the costs to obtain the contract would have been one year or less.
F-24
The transaction price includes estimates for reductions in revenue from customer rebates and rights of return on product sales. These amounts are estimated based upon the most likely amount of consideration to which the customer will be entitled. All estimates are based on historical experience, anticipated performance, and the Company’s best judgment at the time to the extent it is probable, that a significant reversal of revenue recognized will not occur. All estimates for variable consideration are reassessed periodically.
For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.
Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. Refer to Note 23 for the breakout of net sales by geographic region.
Effective as of January 1, 2024, Electronics & Industrial realigned certain product lines that comprise its business units (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies) that are intended to optimize business operations across the segment leading to enhanced value for customers and cost savings. The Net Trade Revenue table below has been recast for all periods presented to reflect the new structure. There was no change to total Electronics & Industrial segment net sales.
| Net Trade Revenue | 2024 | 2023 | 2022 | ||||||||
| (In millions) For the years ended December 31, | |||||||||||
| Industrial Solutions | $ | 1,922 | $ | 1,756 | $ | 1,633 | |||||
| Interconnect Solutions | 1,822 | 1,688 | 2,045 | ||||||||
| Semiconductor Technologies | 2,186 | 1,893 | 2,239 | ||||||||
| Electronics & Industrial | $ | 5,930 | $ | 5,337 | $ | 5,917 | |||||
| Safety Solutions | $ | 2,375 | $ | 2,519 | $ | 2,649 | |||||
| Shelter Solutions | 1,640 | 1,655 | 1,815 | ||||||||
| Water Solutions | 1,408 | 1,459 | 1,493 | ||||||||
| Water & Protection | $ | 5,423 | $ | 5,633 | $ | 5,957 | |||||
| Retained Businesses 1 | $ | 1,033 | $ | 1,098 | $ | 1,067 | |||||
| Other 2 | — | — | 76 | ||||||||
| Corporate & Other | $ | 1,033 | $ | 1,098 | $ | 1,143 | |||||
| Total | $ | 12,386 | $ | 12,068 | $ | 13,017 |
1.Net sales reflected in Retained Businesses includes the Auto Adhesives & Fluids, MultibaseTM and Tedlar® businesses.
2.Net sales reflected in Other includes activity of the previously divested Biomaterials business.
Contract Balances
From time to time, the Company enters into arrangements in which it receives payments from customers based upon contractual billing schedules. The Company records accounts receivables when the right to consideration becomes unconditional. Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers. The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.
Revenue recognized for the years ended December 31, 2024 and 2023 from amounts included in contract liabilities at the beginning of the period was insignificant. The Company did not recognize any asset impairment charges related to contract assets during the period.
| Contract Balances | December 31, 2024 | December 31, 2023 | ||||||
| In millions | ||||||||
| Accounts receivable - trade 1 | $ | 1,561 | $ | 1,543 | ||||
| Deferred revenue - current 2 | $ | 2 | $ | 1 | ||||
| Deferred revenue - non-current 3 | $ | 36 | $ | 22 |
1.Included in "Accounts and notes receivable - net" in the Consolidated Balance Sheets.
2.Included in "Accrued and other current liabilities" in the Consolidated Balance Sheets.
3.Included in "Other noncurrent obligations" in the Consolidated Balance Sheets.
F-25
NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
The Company records restructuring liabilities that represent nonrecurring charges in connection with simplifying certain organizational structures and operations, including operations related to transformational projects such as divestitures and acquisitions. Charges for restructuring programs and asset related charges, which includes asset impairments, were $87 million, $146 million and $155 million for the years ended December 31, 2024, 2023 and 2022, respectively. These charges were recorded in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations. The total liability related to restructuring programs was $48 million and $107 million at December 31, 2024 and December 31, 2023, respectively, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets. Inventory write-offs associated with restructuring programs are recorded to "Cost of Sales” in the Consolidated Statements of Operations. Restructuring activity consists of the following programs:
2023-2024 Restructuring Program
In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program"). DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $199 million, inception to date, comprised of $114 million of severance and related benefit costs and asset related charges of $85 million. In connection with the 2023-2024 Restructuring Program, the Company recorded $25 million of net inventory write-offs in “Cost of Sales” within the Consolidated Statements of Operations for the year ended December 31, 2024. The inventory write-offs are related to plant line closures within the Water & Protection segment. A raw material was written down to salvage value as it was only utilizable on the closed lines which were based on outdated technology and has a limited third party resale market. Refer to Note 23 for significant items by segment.
The following table summarizes the charges incurred by segment related to the 2023-2024 Restructuring Program:
| 2023-2024 Restructuring Program Charges by Segment | 2024 | 2023 | ||||||
| (In millions) For the Year Ended December 31, | ||||||||
| Electronics & Industrial | $ | 2 | $ | 21 | ||||
| Water & Protection | 50 | 57 | ||||||
| Corporate & Other | 37 | 32 | ||||||
| Total | $ | 89 | $ | 110 |
The following table summarizes the activities related to the 2023-2024 Restructuring Program:
| 2023-2024 Restructuring Program | Severance and Related Benefit Cost | Asset Related Charges | Total | ||||||||
| In millions | |||||||||||
| Reserve balance at December 31, 2022 | $ | — | $ | — | $ | — | |||||
| Restructuring charges | 80 | 30 | 110 | ||||||||
| Reductions against the reserve | (1) | (30) | (31) | ||||||||
| Reserve balance at December 31, 2023 | $ | 79 | $ | — | $ | 79 | |||||
| Restructuring charges | 34 | 55 | 89 | ||||||||
| Reductions against the reserve | (3) | (55) | (58) | ||||||||
| Cash payments | (63) | — | (63) | ||||||||
| Reserve balance at December 31, 2024 | $ | 47 | $ | — | $ | 47 |
At December 31, 2024 and 2023, total liabilities related to the 2023-2024 Restructuring Program were $47 million and $79 million, respectively, for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets. Actions related to the 2023-2024 Restructuring Program are substantially complete.
2022 Restructuring Program
In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational structures following the M&M Divestitures (the "2022 Restructuring Program"). The Company recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $94 million inception-to-date, comprised of $80 million of severance and related benefit costs and asset related charges of $14 million. The Company recorded pre-tax restructuring benefits of $2 million and charges of $35 million for the years ended December 31, 2024 and 2023, respectively.
F-26
The following table summarizes the charges incurred by segment related to the 2022 Restructuring Program:
| 2022 Restructuring Program Charges by Segment | 2024 | 2023 | 2022 | ||||||||
| (In millions) For the years ended December 31, | |||||||||||
| Electronics & Industrial | $ | 3 | $ | 29 | $ | 23 | |||||
| Water & Protection | — | (2) | 16 | ||||||||
| Corporate & Other | (5) | 8 | 22 | ||||||||
| Total | $ | (2) | $ | 35 | $ | 61 |
At December 31, 2024 and 2023, total liabilities related to the 2022 Restructuring Program were $1 million and $27 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets. Actions related to the 2022 Restructuring Program are substantially complete.
Equity Method Investment Impairment Related Charges
In connection with the M&M Divestitures, in the first quarter of 2022 a portion of an equity method investment was reclassified to “Assets of discontinued operations” within the Consolidated Balance Sheets. The reclassification served as a triggering event requiring the Company to perform an impairment analysis on the retained portion of the equity method investment held within “Investments and noncurrent receivables” on the Consolidated Balance Sheets. The fair value of the retained equity method investment was estimated using a discounted cash flow model (a form of the income approach). The Company's assumptions in estimating fair value utilize Level 3 inputs and include projected revenue growth, gross margins, EBITDA margins, weighted average costs of capital, and terminal growth rates. The Company determined the fair value of the retained equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment. As a result, the Company concluded the impairment was other-than-temporary and, in March 2022, recorded a pre-tax impairment charge of $94 million ($65 million net of tax) in “Restructuring and asset related charges - net” in the Consolidated Statements of Operations for the year ended December 31, 2022 related to the Electronics & Industrial segment. No impairment was required to be recorded for the portion of the equity method investment previously included within “Assets of discontinued operations.”
F-27
NOTE 7 - SUPPLEMENTARY INFORMATION
| Sundry Income (Expense) - Net | |||||||||||||||||
| (In millions) For the years ended December 31, | 2024 | 2023 | 2022 | ||||||||||||||
| Non-operating pension and other post-employment benefit ("OPEB") credits (costs) | $ | 18 | $ | (9) | $ | 28 | |||||||||||
| Interest income 1, 2 | 73 | 155 | 50 | ||||||||||||||
| Net gain on divestiture and sales of other assets and investments 3, 4, 5 | 20 | 19 | 78 | ||||||||||||||
| Foreign exchange gains (losses), net | 3 | (73) | 15 | ||||||||||||||
| Loss on debt extinguishment 6 | (74) | — | — | ||||||||||||||
| Interest rate swap mark-to-market loss 7 | (138) | — | — | ||||||||||||||
| Miscellaneous income (expenses) - net | 22 | 10 | 20 | ||||||||||||||
| Sundry income (expense) - net | $ | (76) | $ | 102 | $ | 191 |
1.The years ended December 31, 2024 and 2023 include non-cash interest income of $26 million and $4 million, respectively, related to the $350 million Delrin® related party note receivable. Refer to Note 4 for additional information.
2.The year ended December 31, 2023 includes interest on cash and marketable securities. Fluctuations in interest income are due to changes in cash balances and/or changes in interest rates.
3.The year ended December 31, 2024 primarily reflects income related to gains on sale of intellectual property.
4.The year ended December 31, 2023 primarily reflects income related to a land sale within the Water & Protection segment and gain adjustments from previously divested businesses.
5.The year ended December 31, 2022 primarily reflects income of $26 million related to the gain on sale of the Biomaterials business unit and income of $37 million related to the sale of a land use right within the Water & Protection segment.
6.Reflects the loss on the partial redemption of an aggregate principal amount of the 2038 Notes. Refer to Note 15 for further details.
7.Includes the mark-to-market loss related to the 2022 Swaps and 2024 Swaps. Refer to Note 21 for further details.
Cash, Cash Equivalents and Restricted Cash
At December 31, 2024 and 2023, the Company had restricted cash of $6 million and $411 million, respectively, within “Restricted cash and cash equivalents” in the Consolidated Balance Sheets. At December 31, 2024, the Company also had $36 million, within "Restricted cash and cash equivalents - noncurrent", which is related to the MOU escrow account deposits. During the second quarter 2024, the judgment related to the Water District Settlement Fund became final and therefore $408 million was removed from "Restricted cash and cash equivalents”. Additional information can be found in Note 16.
Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the Consolidated Balance Sheets were $1,031 million at December 31, 2024 and $1,269 million at December 31, 2023. "Accrued and other current liabilities" at December 31, 2023 includes approximately $405 million related to a settlement agreement further discussed in Note 16. Accrued payroll, which is a component of "Accrued and other current liabilities" was $383 million at December 31, 2024 and $250 million at December 31, 2023. No other component of "Accrued and other current liabilities" was more than five percent of total current liabilities at December 31, 2024 and 2023.
F-28
NOTE 8 - INCOME TAXES
| Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income Taxes | 2024 | 2023 | 2022 | ||||||||
| (In millions) For the years ended December 31, | |||||||||||
| (Loss) income from continuing operations before income taxes | |||||||||||
| Domestic | $ | (505) | $ | (695) | $ | (308) | |||||
| Foreign | 1,697 | 1,199 | 1,756 | ||||||||
| Income from continuing operations before income taxes | $ | 1,192 | $ | 504 | $ | 1,448 | |||||
| Current tax expense | |||||||||||
| Federal | $ | 148 | $ | 80 | $ | 211 | |||||
| State and local | 16 | 9 | 7 | ||||||||
| Foreign | 389 | 246 | 373 | ||||||||
| Total current tax expense | $ | 553 | $ | 335 | $ | 591 | |||||
| Deferred tax (benefit) expense | |||||||||||
| Federal | $ | (141) | $ | (24) | $ | (191) | |||||
| State and local | (31) | (27) | (16) | ||||||||
| Foreign | 33 | (313) | 3 | ||||||||
| Total deferred tax benefit | $ | (139) | $ | (364) | $ | (204) | |||||
| Provision for (benefit from) income taxes on continuing operations | 414 | (29) | 387 | ||||||||
| Net income from continuing operations | $ | 778 | $ | 533 | $ | 1,061 |
| Reconciliation to U.S. Statutory Rate | 2024 | 2023 | 2022 | ||||||||
| (In millions) For the years ended December 31, | |||||||||||
| Statutory U.S. federal income tax rate | 21.0 | % | 21.0 | % | 21.0 | % | |||||
| Equity earning effect | (0.4) | (1.2) | 0.2 | ||||||||
| Foreign income taxed at rates other than the statutory U.S. federal income tax rate | 2.8 | 4.9 | (3.9) | ||||||||
| U.S. tax effect of foreign earnings and dividends | 4.6 | 13.0 | 5.0 | ||||||||
| Unrecognized tax benefits | (0.1) | (0.1) | 1.0 | ||||||||
| Acquisitions, divestitures and ownership restructuring activities 1 | 9.0 | (64.4) | 2.5 | ||||||||
| Exchange gains/losses 2 | 1.5 | (1.1) | 0.4 | ||||||||
| State and local income taxes | (0.6) | (2.8) | 0.2 | ||||||||
| Change in valuation allowance | 0.5 | — | — | ||||||||
| Goodwill impairments | — | 33.5 | — | ||||||||
| Stock-based compensation | 0.2 | (1.0) | (0.2) | ||||||||
| Foreign-derived intangible income (FDII) | (1.9) | (6.0) | (2.0) | ||||||||
| Other - net | (1.9) | (1.6) | 2.5 | ||||||||
| Effective tax rate | 34.7 | % | (5.8) | % | 26.7 | % |
1.Includes a tax expense of $103 million and a tax benefit of $324 million in connection with internal restructurings involving foreign subsidiaries for the years ended December 31, 2024 and 2023, respectively.
- Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized.
F-29
| Deferred Tax Balances at December 31, | 2024 | 2023 | ||||||
| (In millions) | ||||||||
| Deferred tax assets: | ||||||||
| Tax losses and credit carryforwards 1 | $ | 800 | $ | 870 | ||||
| Lease liability | 98 | 116 | ||||||
| Pension and postretirement benefit obligations | 98 | 46 | ||||||
| Other accruals and reserves | 124 | 131 | ||||||
| Research and development | 268 | 218 | ||||||
| Inventory | 7 | 16 | ||||||
| Other – net | 254 | 202 | ||||||
| Gross deferred tax assets | $ | 1,649 | $ | 1,599 | ||||
| Valuation allowances 1 | (772) | (738) | ||||||
| Total deferred tax assets | $ | 877 | $ | 861 | ||||
| Deferred tax liabilities: | ||||||||
| Investments | (176) | (204) | ||||||
| Unrealized exchange losses, net | (36) | (17) | ||||||
| Operating lease asset | (98) | (116) | ||||||
| Property | (360) | (343) | ||||||
| Intangibles | (876) | (999) | ||||||
| Total deferred tax liabilities | $ | (1,546) | $ | (1,679) | ||||
| Total net deferred tax liability | $ | (669) | $ | (818) |
1.Primarily related to recorded tax benefits and the non-realizability of tax losses and credit carryforwards from operations in the United States, Europe and Asia Pacific.
Included in the 2024 and 2023 deferred tax asset and liability amounts above is $356 million and $410 million, respectively, of a net deferred tax liability related to the Company’s investment in DuPont Specialty Products USA, LLC, which is a partnership for U.S. federal income tax purposes. The Company and its subsidiaries own in aggregate 100 percent of DuPont Specialty Products USA, LLC and the assets and liabilities of DuPont Specialty Products USA, LLC are included in the Consolidated Financial Statements of the Company.
| Operating Loss and Tax Credit Carryforwards | Deferred Tax Asset | |||||||
| (In millions) As of December 31, | 2024 | 2023 | ||||||
| Operating loss carryforwards | ||||||||
| Expire within 5 years | $ | 5 | $ | 40 | ||||
| Expire after 5 years or indefinite expiration | 617 | 624 | ||||||
| Total operating loss carryforwards | $ | 622 | $ | 664 | ||||
| Tax credit carryforwards | ||||||||
| Expire within 5 years | $ | 40 | $ | 37 | ||||
| Expire after 5 years or indefinite expiration | 138 | 169 | ||||||
| Total tax credit carryforwards | $ | 178 | $ | 206 | ||||
| Total Operating Loss and Tax Credit Carryforwards | $ | 800 | $ | 870 |
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| Total Gross Unrecognized Tax Benefits | 2024 | 2023 | 2022 | ||||||||
| (In millions) | |||||||||||
| Total unrecognized tax benefits at January 1, | $ | 473 | $ | 470 | $ | 351 | |||||
| Decreases related to positions taken on items from prior years | (32) | (4) | (4) | ||||||||
| Increases related to positions taken on items from prior years | 17 | 3 | 4 | ||||||||
| Increases related to positions taken in the current year | 5 | 18 | 164 | ||||||||
| Settlement of uncertain tax positions with tax authorities | (21) | (10) | (10) | ||||||||
| Decreases due to expiration of statutes of limitations | (5) | (9) | — | ||||||||
| Exchange (gain) loss | (9) | 5 | (9) | ||||||||
| Divestiture of M&M | — | — | (26) | ||||||||
| Total unrecognized tax benefits at December 31, 1 | $ | 428 | $ | 473 | $ | 470 | |||||
| Total unrecognized tax benefits that, if recognized, would impact the effective tax rate of continuing operations | $ | 284 | $ | 329 | $ | 338 | |||||
| Total amount of interest and penalties (benefit) recognized in "Provision for (benefit from) income taxes on continuing operations" | $ | 7 | $ | 8 | $ | 3 | |||||
| Total accrual for interest and penalties associated with unrecognized tax benefits | $ | 43 | $ | 28 | $ | 16 |
1.Total unrecognized tax benefits includes $140 million, $141 million and $128 million of benefits related to discontinued operations at December 31, 2024, 2023 and 2022.
Each year the Company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities. The impact, if any, of these audits to the Company’s unrecognized tax benefits is not estimable. Positions challenged by the tax authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's results of operations.
Tax years that remain subject to examination for the Company’s major tax jurisdictions are shown below:
| Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2024 | Earliest Open Year | ||||
| Jurisdiction | |||||
| Brazil | 2019 | ||||
| Canada | 2017 | ||||
| China | 2014 | ||||
| Denmark | 2020 | ||||
| Germany | 2019 | ||||
| Japan | 2018 | ||||
| The Netherlands | 2019 | ||||
| Switzerland | 2019 | ||||
| United States: | |||||
| Federal income tax 1 | 2012 | ||||
| State and local income tax | 2012 |
- The U.S. Federal income tax jurisdiction is open back to 2012 with respect to EIDP pursuant to the DWDP Tax Matters Agreement.
Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $7,024 million as of December 31, 2024. In addition to the U.S. federal tax imposed by the Tax Cuts and Jobs Act ("The Act") on all accumulated unrepatriated earnings through December 31, 2017, The Act introduced additional U.S. federal tax on foreign earnings, effective as of January 1, 2018. The undistributed foreign earnings at December 31, 2024 may still be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. It is not practicable to calculate the unrecognized deferred tax liability on undistributed foreign earnings due to the complexity of the hypothetical calculation.
F-31
Intended Electronics Separation
The Company is assessing the tax consequences of the Intended Electronics Separation, which if implemented may result in certain tax attributes being realized. The Company recorded income tax expense of $103 million for the year ended December 31, 2024, in connection with certain internal restructurings related to the Intended Electronics Separation. These restructurings in certain instances relied upon legal entity and asset valuations. The aforementioned tax expense is included in “Provision for (benefit from) income taxes on continuing operations” in the Consolidated Statements of Operations.
2023 Internal Restructurings
The Company recorded a deferred tax benefit of $324 million for the year ended December 31, 2023, in connection with certain internal restructurings. These restructurings in certain instances relied upon legal entity and asset valuations. The aforementioned tax benefit is included in “Provision for (benefit from) income taxes on continuing operations” in the Consolidated Statements of Operations.
M&M Divestitures
The Company recorded a net tax expense of $21 million and $127 million for the year ended December 31, 2023 and 2022, respectively, in connection with certain internal restructurings. These restructurings involve both legal entities within the M&M Businesses and legal entities retained by DuPont and in certain instances relied upon legal entity valuations. The aforementioned net tax expense is included in “Income from discontinued operations, net of tax” in the Consolidated Statements of Operations. See Note 4 for additional information on the M&M Divestitures.
Laird PM Acquisition
In connection with the integration of Laird PM, the Company completed certain internal restructurings that were determined to be tax free under the applicable sections of the Internal Revenue Code. If the aforementioned transactions were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax liability.
N&B Transaction
Certain internal distributions and reorganizations that occurred during 2021 and 2020 in preparation for the N&B Transaction and the external distribution in 2021 qualified as tax-free transactions under the applicable sections of the Internal Revenue Code. If the aforementioned transactions were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax liability. Under the N&B Tax Matters Agreement, the Company would generally be allocated such liability and not be indemnified, unless certain non qualifying actions are undertaken by N&B or IFF. To the extent that the Company is responsible for any such liability, there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.
DWDP
For periods between the DWDP Merger and the DWDP Distributions, DuPont's consolidated federal income tax group and consolidated tax return included the Dow and Corteva entities. Generally, the consolidated tax liability of the DuPont U.S. tax group for each year was apportioned among the members of the consolidated group in accordance with the terms of the Amended and Restated DWDP Tax Matters Agreement. DuPont, Corteva and Dow intend that to the extent Federal and/or State corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with the Amended and Restated DWDP Tax Matters Agreement.
F-32
NOTE 9 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the years ended December 31, 2024, 2023 and 2022:
| Net Income for Earnings Per Share Calculations - Basic & Diluted In millions | 2024 | 2023 | 2022 | ||||||||
| Income from continuing operations, net of tax | $ | 778 | $ | 533 | $ | 1,061 | |||||
| Net income from continuing operations attributable to noncontrolling interests | 35 | 39 | 53 | ||||||||
| Income from continuing operations attributable to common stockholders | $ | 743 | $ | 494 | $ | 1,008 | |||||
| (Loss) income from discontinued operations, net of tax | (40) | (71) | 4,856 | ||||||||
| Net loss from discontinued operations attributable to noncontrolling interests | — | — | (4) | ||||||||
| (Loss) income from discontinued operations attributable to common stockholders | (40) | (71) | 4,860 | ||||||||
| Net income available to common stockholders | $ | 703 | $ | 423 | $ | 5,868 |
| Earnings Per Share Calculations - Basic Dollars per share | 2024 | 2023 | 2022 | ||||||||
| Earnings from continuing operations attributable to common stockholders | $ | 1.77 | $ | 1.10 | $ | 2.02 | |||||
| (Loss) earnings from discontinued operations, net of tax | (0.10) | (0.16) | 9.75 | ||||||||
| Earnings available to common stockholders 1 | $ | 1.68 | $ | 0.94 | $ | 11.77 |
| Earnings Per Share Calculations - Diluted Dollars per share | 2024 | 2023 | 2022 | ||||||||
| Earnings from continuing operations attributable to common stockholders | $ | 1.77 | $ | 1.09 | $ | 2.02 | |||||
| (Loss) earnings from discontinued operations, net of tax | (0.10) | (0.16) | 9.73 | ||||||||
| Earnings available to common stockholders 1 | $ | 1.67 | $ | 0.94 | $ | 11.75 |
| Share Count Information Shares in Millions | 2024 | 2023 | 2022 | ||||||||
| Weighted-average common shares - basic | 419.2 | 449.9 | 498.5 | ||||||||
| Plus dilutive effect of equity compensation plans | 1.4 | 1.3 | 0.9 | ||||||||
| Weighted-average common shares - diluted | 420.6 | 451.2 | 499.4 | ||||||||
| Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2 | 1.1 | 2.6 | 4.1 |
-
Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders. As a result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.
-
These outstanding options to purchase shares of common stock, restricted stock units and performance based restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
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NOTE 10 - ACCOUNTS AND NOTES RECEIVABLE - NET
| In millions | December 31, 2024 | December 31, 2023 | ||||||
| Accounts receivable – trade 1 | $ | 1,534 | $ | 1,513 | ||||
| Income tax receivable | 81 | 301 | ||||||
| Other 2 | 584 | 556 | ||||||
| Total accounts and notes receivable - net | $ | 2,199 | $ | 2,370 |
1.Accounts receivable – trade is net of allowances of $26 million at December 31, 2024 and $40 million at December 31, 2023. Allowances are equal to the estimated uncollectible amounts and current expected credit loss. That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.
2.Other includes receivables in relation to value added tax, indemnification assets, general sales tax and other taxes, and other receivables. No individual group represents more than ten percent of total receivables.
Accounts receivable are carried at amounts that approximate fair value.
NOTE 11 - INVENTORIES
| In millions | December 31, 2024 | December 31, 2023 | ||||||
| Finished goods | $ | 1,162 | $ | 1,184 | ||||
| Work in process | 509 | 487 | ||||||
| Raw materials | 332 | 350 | ||||||
| Supplies | 127 | 126 | ||||||
| Total inventories | $ | 2,130 | $ | 2,147 |
NOTE 12 - PROPERTY, PLANT AND EQUIPMENT
| Estimated Useful Lives (Years) | December 31, 2024 | December 31, 2023 | |||||||||||||||
| In millions | |||||||||||||||||
| Land and land improvements | 1 | - | 25 | $ | 455 | $ | 449 | ||||||||||
| Buildings | 1 | - | 50 | 2,238 | 2,121 | ||||||||||||
| Machinery, equipment, and other | 1 | - | 25 | 7,657 | 7,306 | ||||||||||||
| Construction in progress | 606 | 849 | |||||||||||||||
| Total property, plant and equipment | $ | 10,956 | $ | 10,725 | |||||||||||||
| Total accumulated depreciation | $ | 5,188 | $ | 4,841 | |||||||||||||
| Total property, plant and equipment - net | $ | 5,768 | $ | 5,884 |
| In millions | 2024 | 2023 | 2022 | ||||||||
| Depreciation expense | $ | 599 | $ | 547 | $ | 545 |
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NOTE 13 - NONCONSOLIDATED AFFILIATES
The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates") are recorded in "Investments and other noncurrent receivables" in the Consolidated Balance Sheets. The Company's net investment in nonconsolidated affiliates at December 31, 2024 and December 31, 2023 is $778 million and $788 million, respectively. In the fourth quarter of 2023, the Company acquired an equity interest in Derby Group Holdings LLC ("Derby"). See Note 4 and below for further information. In the first quarter of 2022, the Company recorded an other-than-temporary impairment on an equity method investment. See Note 6 for more information.
The Company's dividends received from nonconsolidated affiliates is shown in the following table:
| Dividends Received from Nonconsolidated Affiliates | 2024 | 2023 | 2022 | |||||||||||
| (In millions) For the years ended December 31, | ||||||||||||||
| Dividends from nonconsolidated affiliates | $ | 73 | $ | 71 | $ | 103 |
The Company had an ownership interest in seven nonconsolidated affiliates, with ownership interest (direct and indirect) ranging from 19.9 percent to 50 percent at December 31, 2024.
Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the years ended December 31, 2024, 2023 and 2022. Purchases from nonconsolidated affiliates represented less than 3 percent of “Cost of sales” for the years ended December 31, 2024 and 2023 and less than 4 percent for the year ended December 31, 2022.
Derby Equity Interest
As a result of the Delrin® Divestiture, on November 1, 2023, the Company received a 19.9 percent non-controlling equity interest in Derby. The financial results of Derby, subsequent to the transaction date, are included in DuPont's Consolidated Financial Statements with a three-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with DuPont’s accounting policy. DuPont's equity interest in Derby Holdings Group is reflected in Corporate & Other. For the year ended December 31, 2024, the Company recorded a loss of $7 million in "Equity in earnings of nonconsolidated affiliates" on the Consolidated Statement of Operations which includes the impact of approximately $17 million for transaction costs incurred by Derby and amortization expense from purchase accounting. The carry values of the equity interest as of December 31, 2024 and 2023, were $117 million and $121 million, respectively. The carry values of the note receivable as of December 31, 2024 and 2023, were $254 million and $228 million, respectively.
For the years ended December 31, 2024 and 2023, Company recognized non-cash interest income on the Derby Note Receivable of $26 million and $4 million, respectively, reported in "Sundry income (expense) - net" on the Consolidated Statements of Operations, and accreted to the carrying value of the note receivable.
NOTE 14 - GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023:
| Electronics & Industrial | Water & Protection | Corporate & Other | Total | |||||||||||
| In millions | ||||||||||||||
| Balance at December 31, 2022 | $ | 9,397 | $ | 6,656 | $ | 610 | $ | 16,663 | ||||||
| Goodwill recognized for Spectrum Acquisition 1 | 818 | — | — | 818 | ||||||||||
| Currency Translation Adjustment | (10) | 48 | 5 | 43 | ||||||||||
| Impairment | — | (804) | — | (804) | ||||||||||
| Balance at December 31, 2023 | $ | 10,205 | $ | 5,900 | $ | 615 | $ | 16,720 | ||||||
| Goodwill recognized for Donatelle Plastics Acquisition 2 | 114 | — | — | 114 | ||||||||||
| Goodwill recognized for Spectrum Acquisition 1, 3 | (4) | — | — | (4) | ||||||||||
| Currency Translation Adjustment | (113) | (145) | (9) | (267) | ||||||||||
| Other | 4 | — | — | 4 | ||||||||||
| Balance at December 31, 2024 | $ | 10,206 | $ | 5,755 | $ | 606 | $ | 16,567 |
1.On August 1, 2023, DuPont completed the acquisition of Spectrum, which is included in the Electronics & Industrial segment. See Note 3 for additional information.
2.On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, which is included in the Electronics & Industrial segment. See Note 3 for additional information.
3.In the third quarter 2024, the Company finalized the working capital settlements which impacted the residual goodwill recorded. See Note 3 for additional information.
F-35
The Company tests goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value is below carrying value. As a result of the related acquisition method of accounting in connection with the DWDP Merger, EIDP’s assets and liabilities were measured at fair value resulting in increases to the Company’s goodwill and other intangible assets. The fair value valuation increased the risk that any declines in financial projections, including changes to key assumptions, could have a material, negative impact on the fair value of the Company’s reporting units and assets, and therefore could result in an impairment. The Company’s significant assumptions in these analyses include projected revenue growth, EBITDA margin, weighted average cost of capital and terminal growth rates and the tax rate for the income approach and projected EBITDA and derived multiples from comparable market transactions for the market approach.
The Company's estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. Should future cash flows differ materially from the Company's estimate, or should there be a future market downturn, the Company may be required to perform additional impairment analyses that could result in a non-cash goodwill impairment charge.
As part of its annual impairment test at October 1, 2024, the Company performed qualitative testing on seven of its reporting units and performed quantitative testing on one of its reporting units. The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not (more than 50 percent) that the fair value of a reporting unit or asset is less than the respective carrying amount, including goodwill. The results of the qualitative assessments indicated that it is not more likely than not that the fair values of the seven reporting units were less than their carrying values. The Protection reporting unit (aggregation of the Safety and Shelter businesses), within the Water & Protection segment, was tested by applying the quantitative assessment. The Company used a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of the market approach). No impairments were identified. The estimated fair value of the Protection reporting unit, exceeded its carrying value by approximately five percent. Given this level of fair value, the reporting unit remains at risk for future impairment. Should adverse impacts from macroeconomic conditions, or other events occur indicating that the estimated future cash flows of the reporting unit have declined and the reporting unit is unable to meet or exceed its projections, the Company may be required to record future non-cash impairment charges related to goodwill. As of the date of the quantitative assessment, the carrying amount of goodwill within this reporting unit was $4.8 billion.
Effective as of January 1, 2024, Electronics & Industrial realigned certain of its product lines making up its lines of business (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies). During the first quarter of 2024, the realignment of the businesses within Electronics & Industrial served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by certain reporting units as of January 1, 2024, prior to the realignment. As part of the realignment, the Company assessed and re-defined certain reporting units effective January 1, 2024, including reallocation of goodwill on a relative fair value basis, as applicable, to reporting units impacted. Goodwill impairment analyses were then performed for reporting units impacted in the Electronics and Industrial segment and no impairments were identified. The fair value of each reporting unit tested was estimated using a combination of a discounted cash flow model and market approach. The Company’s assumptions in estimating fair value include projected revenue growth, gross margins, selling, administrative, research and development expenses (SARD), capital expenditures, weighted average cost of capital, terminal growth rates, and the tax rate for the income approach and projected EBITDA and derived multiples from comparable market transactions for the market approach.
In connection with the preparation of the full year 2023 financial statements, the continuation of previously disclosed challenging macroeconomic environment in the residential, non-residential, and the repair and remodel construction markets, as well as incremental channel inventory destocking in healthcare and industrial end-markets served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its Protection reporting unit as of December 31, 2023 As a result of the analysis performed, the Company concluded that the carrying amount of the Protection reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge of $804 million, which is recorded within “Goodwill impairment charge” on the Consolidated Statements of Operations for the year ended December 31, 2023.
F-36
Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
| December 31, 2024 | December 31, 2023 | |||||||||||||||||||
| In millions | Gross Carrying Amount | Accum Amort | Net | Gross Carrying Amount | Accum Amort | Net | ||||||||||||||
| Intangible assets with finite lives: | ||||||||||||||||||||
| Developed technology | $ | 1,975 | $ | (1,124) | $ | 851 | $ | 2,079 | $ | (1,092) | $ | 987 | ||||||||
| Trademarks/tradenames | 901 | (451) | 450 | 924 | (414) | 510 | ||||||||||||||
| Customer-related | 5,868 | (2,623) | 3,245 | 5,815 | (2,329) | 3,486 | ||||||||||||||
| Other | 27 | (7) | 20 | 28 | (1) | 27 | ||||||||||||||
| Total other intangible assets with finite lives | $ | 8,771 | $ | (4,205) | $ | 4,566 | $ | 8,846 | $ | (3,836) | $ | 5,010 | ||||||||
| Intangible assets with indefinite lives: | ||||||||||||||||||||
| Trademarks/tradenames | 804 | — | 804 | 804 | — | 804 | ||||||||||||||
| Total other intangible assets with indefinite lives | $ | 804 | $ | — | $ | 804 | $ | 804 | $ | — | $ | 804 | ||||||||
| Total | $ | 9,575 | $ | (4,205) | $ | 5,370 | $ | 9,650 | $ | (3,836) | $ | 5,814 |
During the fiscal year 2024, the Company retired fully amortized assets of $145 million of developed technology intangible assets and $27 million of trademarks/tradename intangible assets.
During the fiscal year 2023, the Company retired fully amortized assets of $399 million of customer-related intangible assets and $25 million of other intangible assets.
The following table provides the net carrying value of other intangible assets:
| Net Intangibles | December 31, 2024 | December 31, 2023 | ||||||
| In millions | ||||||||
| Electronics & Industrial 1 | $ | 3,337 | $ | 3,521 | ||||
| Water & Protection | 1,957 | 2,206 | ||||||
| Corporate & Other | 76 | 87 | ||||||
| Total | $ | 5,370 | $ | 5,814 |
1.Includes intangible assets acquired as part of the Donatelle and Spectrum Acquisitions. See Note 3 for additional information.
Total estimated amortization expense for the next five fiscal years is as follows:
| Estimated Amortization Expense | |||||
| In millions | |||||
| 2025 | $ | 555 | |||
| 2026 | $ | 527 | |||
| 2027 | $ | 480 | |||
| 2028 | $ | 427 | |||
| 2029 | $ | 337 |
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NOTE 15 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES AND OTHER OBLIGATIONS
The following tables summarize the Company's short-term borrowings, long-term debt and finance lease obligations:
| Short-Term Borrowings | December 31, 2024 | December 31, 2023 | ||||||
| (In millions) | ||||||||
| Long-term debt due within one year 1 | $ | 1,848 | $ | — | ||||
1.Presented net of current portion of unamortized debt issuance costs.
| Long-Term Debt | December 31, 2024 | December 31, 2023 | ||||||||||||
| In millions | Amount | Weighted Average Rate | Amount | Weighted Average Rate | ||||||||||
| Promissory notes and debentures 1: | ||||||||||||||
| Final maturity 2025 | $ | 1,850 | 4.49 | % | $ | 1,850 | 4.49 | % | ||||||
| Final maturity 2028 | 2,250 | 4.73 | % | 2,250 | 4.73 | % | ||||||||
| Final maturity 2030 and thereafter 2 | 3,102 | 5.47 | % | 3,741 | 5.46 | % | ||||||||
| Other facilities: | ||||||||||||||
| Finance lease obligations | 9 | 10 | ||||||||||||
| Less: Unamortized debt discount and issuance costs | 40 | 51 | ||||||||||||
| Less: Long-term debt due within one year | 1,848 | — | ||||||||||||
| Total | $ | 5,323 | $ | 7,800 |
1.Represents senior unsecured notes (the "2018 Senior Notes"), which are senior unsecured obligations of the Company.
2.Includes an unamortized basis adjustment of $48 million related to the dedesignation of the Company's interest rate swap agreements and a fair value hedging adjustment of $59 million, related to the Company's interest rate swap agreements at December 31, 2024 and 2023, respectively. See Note 21 for additional information.
In June 2024, the company partially redeemed $650 million aggregate principal amount of 2038 Notes at the redemption price set forth in the indenture of the 2038 Notes. The Company funded the repayment with cash on hand. Further details are discussed below. In November 2023, the $300 million Floating Rate Senior Unsecured Notes matured and was repaid at par plus the accrued and unpaid interest. The Company funded the repayment with cash on hand.
Principal payments of long-term debt for the five succeeding fiscal years are as follows:
| Maturities of Long-Term Debt for Next Five Years at December 31, 2024 | Total | ||||
| In millions | |||||
| 2025 | $ | 1,850 | |||
| 2026 | $ | — | |||
| 2027 | $ | — | |||
| 2028 | $ | 2,250 | |||
| 2029 | $ | — |
The estimated fair value of the Company's long-term borrowings was determined using Level 2 inputs within the fair value hierarchy, as described in Note 22. Based on quoted market prices for the same or similar issues, or on current rates offered to the Company for debt of the same remaining maturities, the fair value of the Company's long-term borrowings, not including long-term debt due within one year, was $5,368 million and $7,995 million at December 31, 2024 and 2023, respectively.
Available Committed Credit Facilities
The following table summarizes the Company's credit facilities:
| Committed and Available Credit Facilities at December 31, 2024 | |||||||||||||||||
| In millions | Effective Date | Committed Credit | Credit Available | Maturity Date | Interest | ||||||||||||
| Five-Year Revolving Credit Facility | April 2022 | $ | 2,500 | $ | 2,484 | April 2027 | Floating Rate | ||||||||||
| 2024 $1B Revolving Credit Facility | May 2024 | 1,000 | 1,000 | May 2025 | Floating Rate | ||||||||||||
| Total Committed and Available Credit Facilities | $ | 3,500 | $ | 3,484 |
In July 2022, the Company drew down $600 million under the 2022 $1B Revolving Credit Facility in order to facilitate certain intercompany internal restructurings related to the M&M Divestiture. The Company repaid the borrowing in September 2022.
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Capital Structure Actions
DuPont, with its advisors, is evaluating considerations related to the design of the capital structures for the Previously Intended Business Separations and the Intended Electronics Separation. On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 notes, (the "2038 Notes") in accordance with their terms. The partial redemption occurred on June 15, 2024, at the redemption price set forth in the indenture of the 2038 Notes. The Company funded the repayment with cash on hand. As a result of the early redemption of the debt for the year ended December 31, 2024, the Company incurred a loss of approximately $74 million to "Sundry income (expense) - net" within the Consolidated Statements of Operations, which consisted of the redemption premium, write-off of the deferred debt issuance costs and the basis adjustment from fair value hedge accounting on the Company's interest rate swap agreements associated with this borrowing. See Note 21 for further detail on the dedesignation of the Company's interest rate swap agreements.
Revolving Credit Facilities
On May 8, 2024, the Company entered into a $1 billion 364-day revolving credit facility (the "2024 $1B Revolving Credit Facility"). Prior to entering the new facility, the Company held another $1 billion 364-day revolving credit facility, entered into on May 10, 2023, (the "2023 364-Day Revolving Credit Facility"). There were no drawdowns of either facility during the year ended December 31, 2024. On April 12, 2022, the Company entered into a new $2.5 billion five-year revolving credit facility (the "Five-Year Revolving Credit Facility"). The Five-Year Revolving Credit Facility is generally expected to remain undrawn and serve as a backstop to the Company's commercial paper and letter of credit issuance.
Uncommitted Credit Facilities and Outstanding Letters of Credit
Unused bank credit lines on uncommitted credit facilities were approximately $650 million at December 31, 2024. These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were approximately $124 million at December 31, 2024. These letters of credit support commitments made in the ordinary course of business.
Debt Covenants and Default Provisions
The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The 2018 Senior Notes also contain customary default provisions. The Five-Year Revolving Credit Facility and the 2024 $1B Revolving Credit Facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At December 31, 2024, the Company was in compliance with this financial covenant. There were no material changes to the debt covenants and default provisions at December 31, 2024.
Supplier Financing
The Company and certain of its designated suppliers, at their sole discretion, participate in a supplier financing program with a financial institution serving as an intermediary. Under this program, the Company agrees to pay the financial institution the stated amount of confirmed invoices from its designated suppliers on the same terms and on the original maturity dates of the confirmed invoices, which have a weighted average payment term of approximately 110 days. The Company does not pay any annual subscription or service fee to the financial institution, nor does the Company reimburse its suppliers for any costs they incur to participate in the program. The Company’s obligations are not impacted by the suppliers’ decision to participate in this program. The Company or the financial institution may terminate the agreement upon at least 30 days’ notice. The amount of invoices outstanding confirmed as valid under the supplier financing programs are shown in the table below and recorded in “Accounts Payable” in the Consolidated Balance Sheets.
The following table summarizes the outstanding obligations confirmed as valid under the supplier financing programs for the year ended December 31, 2024:
| Supplier Financing Program Activity | Amount | ||||
| In millions | |||||
| Confirmed obligations outstanding as of January 1, 2024 | $ | 97 | |||
| Invoices confirmed to financial institutions | 421 | ||||
| Confirmed invoices paid to financial institution | (413) | ||||
| Foreign currency exchange impact | (1) | ||||
| Confirmed obligations outstanding as of December 31, 2024 | $ | 104 |
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NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES
Litigation, Environmental Matters, and Indemnifications
The Company and certain subsidiaries are involved in various lawsuits, claims and environmental actions that have arisen in the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain substances at various sites. In addition, in connection with divestitures and the related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. The Company records liabilities for ongoing and indemnification matters when the information available indicates that it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.
As of December 31, 2024, the Company has recorded indemnification assets of $28 million within "Accounts and notes receivable - net" and $298 million within "Deferred charges and other assets" and indemnification liabilities of $178 million within "Accrued and other current liabilities" and $237 million within "Other noncurrent obligations" within the Consolidated Balance Sheets. As of December 31, 2023, the Company has recorded indemnified assets of $21 million within "Accounts and notes receivable - net" and $242 million within "Deferred charges and other assets" and indemnified liabilities of $200 million within "Accrued and other current liabilities" and $263 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.
The Company’s accruals for indemnification liabilities related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company and to the DowDuPont ("DWDP") Separation and Distribution Agreement and the Letter Agreement between the Company and Corteva (together the “Agreements”) discussed below, are included in the balances above.
PFAS Stray Liabilities: Future Eligible PFAS Costs
On July 1, 2015, EIDP, a Corteva subsidiary since June 1, 2019, completed the separation of EIDP’s Performance Chemicals segment through the spin-off of Chemours to holders of EIDP common stock (the “Chemours Separation”). On June 1, 2019, the Company completed the separation of its agriculture business through the spin-off of Corteva, Inc. (“Corteva”), including Corteva’s subsidiary EIDP.
On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into the MOU pursuant to which the parties have agreed to release certain claims that had been raised by Chemours including any claims arising out of or resulting from the process and manner in which EIDP structured or conducted the Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU.
Pursuant to the MOU, the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of Qualified Spend, as defined in the MOU, is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU. PFAS refers to per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”).
The parties have agreed that, during the term of this sharing arrangement, Qualified Spend up to $4 billion will be borne 50 percent by Chemours and 50 percent, up to a cap of $2 billion, by the Company and Corteva. The Company and Corteva will split their 50 percent of Qualified Spend in accordance with the Agreements; accordingly, the Company's portion of the $2 billion is approximately $1.4 billion. At December 31, 2024, the Company had paid Qualified Spend of approximately $605 million against its portion of the $2 billion cap. After the term of this arrangement, Chemours’ indemnification obligations under the Chemours Separation Agreement would continue unchanged.
In order to support and manage any potential future eligible PFAS costs, the parties also agreed to establish an escrow account (the "MOU Escrow Account"). The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 million and DuPont and Corteva shall together deposit $100 million in the aggregate into the MOU Escrow Account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $50 million and DuPont and Corteva shall together deposit $50 million in the aggregate into the MOU Escrow Account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any calendar year beginning with 2022 through and including 2028. Additionally, if on December 31, 2028, the balance in the MOU Escrow Account (including interest) is less than $700 million, Chemours will make 50 percent of the deposits and DuPont and Corteva
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together will make 50 percent of the deposits necessary to restore the balance to $700 million. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the replenishment terms set forth in the MOU.
At December 31, 2024, each of Chemours, Corteva and DuPont have made additional deposits into the MOU Escrow Account totaling $100 million in the aggregate. DuPont's aggregate MOU escrow deposits of $35 million, not including interest, at December 31, 2024 are reflected in "Restricted cash and cash equivalents - noncurrent" on the Consolidated Balance Sheets.
Under the Agreements, Divested Operations and Businesses ("DDOB") liabilities of EIDP not allocated to or retained by Corteva or the Company are categorized as relating to either (i) PFAS Stray Liabilities, if they arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS; or (ii) Non-PFAS Stray Liabilities, (and together with PFAS Stray Liabilities, the “EIDP Stray Liabilities”).
The Agreements provide that the Company and Corteva will each bear a certain percentage of the Indemnifiable Losses, described below, rising from EIDP Stray Liabilities and that the percentage changes upon each company meeting its respective threshold of $150 million for PFAS Stray Liabilities and $200 million for EIDP Stray Liabilities. In addition, for certain Non-PFAS Liabilities, (“Specified Spend Non-PFAS Liabilities”), Corteva must spend specified amounts before costs associated with such matter will be considered Indemnifiable Losses.
The Agreements provide that the Company and Corteva each bear 50 percent of the first $300 million ($150 million) of total Indemnifiable Losses related to PFAS Stray Liabilities. In 2023, the companies met their respective $150 million threshold, and as a result the Company bears 71 percent of Indemnifiable Losses related to PFAS Stray Liabilities and Corteva bears 29 percent. At December 31, 2024, DuPont has accrued for future Qualified Spend and Indemnifiable Losses related to PFAS Stray Liabilities accordingly.
The $150 million of Indemnifiable Losses incurred for PFAS Stray Liabilities has been credited against each company’s $200 million threshold. Corteva has met its $200 million threshold. As a result, until the Company meets its $200 million threshold, it is responsible for managing the Non-PFAS Stray Liabilities, excluding Specified Spend Non-PFAS Liabilities for which Corteva has not reached its specified spend amount, and is bearing all Indemnifiable Losses associated with such Non-PFAS Stray Liabilities. DuPont met its $200 million threshold by December 31, 2024 and as a result, the Company will bear 71 percent and Corteva will bear 29 percent of Indemnifiable Losses related to Non-PFAS Stray Liabilities. At December 31, 2024, the Company has accrued for future Indemnifiable Losses related to Non-PFAS Stray Liabilities, including Specified Spend Non-PFAS Liabilities, accordingly.
Indemnifiable Losses, as defined in the DWDP Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of EIDP Stray Liabilities.
In connection with the MOU and the Agreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:
| Indemnification Related Liabilities Associated with the MOU | |||||||||||
| In millions | December 31, 2024 | December 31, 2023 | Balance Sheet Classification | ||||||||
| Current indemnification liabilities | $ | 99 | $ | 87 | Accrued and other current liabilities | ||||||
| Long-term indemnification liabilities | 123 | 119 | Other noncurrent obligations | ||||||||
| Total indemnification liabilities accrued under the MOU 1 | $ | 222 | $ | 206 | |||||||
1.As of December 31, 2024 and 2023, total indemnified liabilities accrued include $128 million and $139 million, respectively, related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Consent Order between Chemours and the North Carolina Department of Environmental Quality (the "NC DEQ").
In addition to the above, beginning the second quarter of 2023, the Company recognized a liability related to the Water District Settlement Agreement, defined below, between Chemours, Corteva, EIDP and DuPont related to the aqueous film-forming foams multi-district litigation. The judgment became final in April 2024, therefore $408 million, including interest, is reflected as a cash outflow within cash flows from discontinued operations for the year ended December 31, 2024.
Future charges associated with the MOU will be recognized over the term of the agreement as a component of income from discontinued operations to the extent liabilities become probable and estimable.
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In 2004 EIDP's reached a settlement in Leach v. E.I. DuPont de Nemours & Co., which gave certain residents in Ohio and West Virginia standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. After the panel reported its findings, approximately 3,550 personal injury lawsuits filed in Ohio and West Virginia state and federal courts, were consolidated in multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”). In 2017, Chemours and EIDP settled the Ohio MDL for $670 million.
Post the 2017 settlement, approximately 100 additional cases were filed. EIDP and Chemours settled all but one of these cases in 2021 for $83 million with each of the Company and EIDP contributing $27 million and Chemours contributing $29 million. The remaining case resulted in a jury verdict for the plaintiff which has been paid. The Company was not a defendant but made its share of the payment in accordance with the Agreements and MOU. Since that time, Plaintiffs’ counsel had approximately 70 cases that were, or were to be, filed in the Ohio MDL. Prior to the start of the first trial in September 2024, EIDP and Chemours entered into an agreement in principle providing for settlement for all pending cases in the MDL as well as additional pre-suit claims. On September 6, 2024, the parties accepted a mediator’s proposal, and the trials were postponed. The parties ultimately entered into a settlement agreement on November 13, 2024 (“2024 Settlement”). The agreement included two payments to be made, the first for approximately $30 million, due upon receiving the dismissals for all the approximately 73 known filed and unfiled cases. A second payment of $29 million is contingent upon the court's order dissolving the Ohio MDL. In December 2024, the plaintiffs delivered dismissals for all cases, and filed a motion with the court to terminate the Ohio MDL and DuPont satisfied its portion ($11 million) of the first payment. DuPont has also recorded a charge of $10 million, representing its portion of the contingent second payment, which is accrued for as of December 31, 2024. On February 11, 2025, the court recommended a termination of the Ohio MDL. The second payment will become due if the panel overseeing the Ohio MDL accepts the court's recommendation.
In November 2023, DuPont, Chemours and Corteva (for itself and EIDP) reached a settlement agreement with the State of Ohio designed to benefit Ohio's natural resources and the people of the State of Ohio. Among other things, and subject to certain limitations and preservations, the settlement resolves the State's claims relating to releases of PFAS in or into the State from the companies' facilities and claims relating to the manufacture and sale of PFAS-containing products and the State's claims related to AFFF. As part of the settlement, the companies agreed to pay the State of Ohio a combined total of $110 million, 80 percent of which the State has allocated to restoration of natural resources related to operation of the Washington Works facility. The settlement will become effective and payable, upon resolution of the appeals process and entry of final judgment by the court. Consistent with the MOU, DuPont's share of the settlement will be approximately $39 million, which is accrued for as of December 31, 2024.
In July 2021, Chemours, Corteva (for itself and EIDP) and DuPont reached a resolution with the State of Delaware for $50 million among other consideration, that avoids litigation and addresses potential natural resources damages from known historical and current releases by the companies in or affecting Delaware. In 2022, the companies paid the settlement consistent with the MOU. DuPont's share was $13 million. The settlement provides for a potential Supplemental Payment to Delaware up to a total of $25 million, if certain conditions are met. As a result, upon the above described settlement with the State of Ohio reached in November 2023 becoming effective, a Supplemental Payment will be owed to the State of Delaware and paid in accordance to the terms of the MOU. The Company has accrued $9 million as of December 31, 2024 related to the Supplemental Payment.
As of December 31, 2024, there are various cases alleging damages due to PFAS which are discussed below. Such actions often include claims alleging that EIDP's transfer of certain PFAS liabilities to Chemours resulted in a fraudulent conveyance or voidable transaction. With the exception of the fraudulent conveyance claims, which are excluded from the MOU, legal fees, expenses, costs, and any potential liabilities for eligible PFAS costs presented by the following matters will be shared in accordance with the MOU between Chemours, EIDP, Corteva and DuPont.
Beginning in April 2019, lawsuits alleging damages from the use of PFAS-containing aqueous film-forming foams (“AFFF”) were filed against EIDP and Chemours, and companies such as 3M that made AFFF. The majority of these lawsuits were consolidated in a multi-district litigation (the “AFFF MDL”) captioned In Re: Aqueous Film Forming Foams (AFFF) Products Liability Litigation that is pending in the United States District Court for the District of South Carolina (the “Court”). The matters pending in the AFFF MDL allege damages as a result of contamination, in most cases allegedly from migration from airports or military installations, or personal injury from exposure to AFFF. The plaintiffs in the MDL include, among others, water districts, individuals and states attorneys general. DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS-containing products, and most of the actions in the AFFF MDL name DuPont as a defendant solely related to fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.
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On June 30, 2023, Chemours, Corteva, EIDP and DuPont entered a definitive agreement to resolve for $1.185 billion in cash all PFAS-related claims of a defined class of U.S. public water systems, including claims that are part of the AFFF MDL, (the “Water District Settlement Agreement”).
DuPont paid its $400 million contribution into the Water District Settlement Fund in the third quarter 2023. That payment included $100 million that DuPont had deposited into the MOU Escrow Account as of June 30, 2023. The Company’s total contribution, including interest, of $408 million has been removed from "Restricted cash and cash equivalents - current" along with the associated "Accrued and other current liabilities" within the Consolidated Balance Sheets as of December 31, 2024, as the settlement became final in the second quarter 2024. DuPont's aggregate MOU escrow deposits of $405 million, including interest, at December 31, 2023 is reflected in "Restricted cash and cash equivalents - noncurrent" on the Consolidated Balance Sheets.
The Water District Settlement's defined class is composed of all Public Water Systems, as defined in 42 U.S.C § 300f, with a current detection of PFAS and all Public Water Systems, that are currently required to monitor for PFAS under the EPA’s Fifth Unregulated Contaminant Monitoring Rule (“UCMR 5”) or other applicable federal or state law. The class does not include water systems owned and operated by a State or the United States government or small systems that have not detected PFAS and are not currently required to monitor for it under federal or state requirements. While it is reasonably possible that the excluded systems or claims could result in additional future lawsuits, claims, assessments or proceedings, it is not possible to predict the outcome of any such matters, and as such, the Company is unable to develop an estimate of a possible loss or range of losses, if any, at this time.
As part of the approval process, the Court established, among other things, a mechanism for class members to submit requests to be excluded from the settlement. Approximately 900 of 14,167 entities on the list of potential class members submitted timely requests for exclusion. The time has passed for any further entities to opt out.
The Court ordered the dismissal of personal injury claims by September 10, 2024, that do not meet certain evidentiary requirements unless they allege one of the following eight health conditions: high cholesterol, pregnancy induced hypertension, ulcerative colitis, thyroid disease, testicular cancer, kidney cancer, liver cancer or thyroid cancer. Cases that are dismissed pursuant to the Court’s order may be re-filed within four years if plaintiffs later meet the evidentiary requirements specified in the Court’s order. There are about 5,200 personal injury cases currently pending in the AFFF MDL reflecting confirmed dismissals under the Court’s order and any newly filed cases. The Company expects additional personal injury cases – which include claims that identify one of the eight health conditions – will continue to be filed into the AFFF MDL.
The 25 bellwether personal injury cases have been further narrowed to a group of Tier 2 bellwether plaintiffs. The Tier 2 bellwether plaintiffs include nine cases that allege harm from kidney cancer, testicular cancer, ulcerative colitis, or thyroid disease. The court has set the first Tier 2 trial to occur on October 6, 2025. The trial will include a case or cases from Pennsylvania that allege harm from either kidney cancer or testicular cancer.
Some state attorneys general have filed lawsuits, on behalf of their respective states, against DuPont, outside of the AFFF MDL that allege environmental contamination by certain PFAS compounds distinct from AFFF. Generally, the states raise common law tort claims and seek economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to clean up contamination from certain PFAS compounds, and to abate the alleged nuisance. Most of these actions include fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.
In April 2021, a historic DuPont Dutch subsidiary and the Dutch entities of Chemours and Corteva, received a civil summons issued by the Court of Rotterdam, the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility. The municipalities are seeking liability declarations relating to the Dordrecht site’s current and historical PFAS operations and emissions. On September 27, 2023, the Court determined that the defendants were liable to the municipalities for (i) PFOA emissions between July 1, 1984 to March 1, 1998 and (ii) removal costs if deposited emissions on the municipalities' land infringes the applicable municipalities' property rights by an objective standard. Chemours entered into a Letter of Intent (“LOI”) with the municipalities on June 28, 2024, that includes the implementation of a specific remediation plan for the restoration of restricted vegetable gardens in certain areas of those municipalities to be funded by Chemours, sampling and developing a program to address the Merwelanden recreational lake, and further settlement discussions, including a fund to cover certain other expenditures aimed at environmental-related activities. The LOI contemplates the possibility of settling the court dispute, although still subject to further discussions which are ongoing with the municipalities and there is no guarantee that these discussions will result in a settlement. Although the Company believes a loss is probable, it is not estimable.
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Additionally, there are cases in Canada that allege harm from PFAS contamination including property and natural resource damage claims, both related and unrelated to AFFF.
In addition to the above matters, there are other legal matters pending that make claims related to PFAS. The Company is specifically named in some of these legal matters and some are pending against Chemours and/or Corteva/EIDP in which the Company is not named. Certain of these actions may purport to be class actions and seek damages in very large amounts. Regardless of whether the Company is named, the costs of litigation and future liabilities, if any, in these matters, are or may be eligible PFAS costs under the MOU and Indemnification Losses under the Agreements.
While Management believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses as of the date of this report, it is reasonably possible that the Company could incur additional eligible PFAS costs and Indemnifiable Losses in excess of the amounts accrued. It is not possible to predict the outcome of any such matters due to various reasons including, among others, future actions and decisions, as well as factual and legal issues to be resolved in connection with PFAS matters. As such, at this time DuPont is unable to develop an estimate of a possible loss or range of losses, if any, above the liability accrued at December 31, 2024. It is possible that additional costs or losses could have a significant effect on the Company’s financial condition and/or cash flows in the period in which they occur; however, costs qualifying as Qualified Spend are limited by the terms of the MOU.
Other Litigation Matters
In addition to the matters described above, the Company is party to claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class actions and seek damages in very large amounts. As of December 31, 2024, the Company has liabilities of $26 million associated with these other litigation matters. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company. In accordance with its accounting policy for litigation matters, the Company will expense litigation defense costs as incurred, which could be significant to the Company’s financial condition and/or cash flows in the period.
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. At December 31, 2024, the Company had accrued obligations of $275 million for probable environmental remediation and restoration costs. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the Consolidated Balance Sheets. It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration.
The accrued environmental obligations include the following:
| Environmental Accrued Obligations | |||||||||||
| In millions | December 31, 2024 | December 31, 2023 | Potential exposure above the amount accrued 1 | ||||||||
| Environmental remediation liabilities not subject to indemnity | $ | 45 | $ | 46 | $ | 106 | |||||
| Environmental remediation indemnified related liabilities: | |||||||||||
| Indemnifications related to Dow and Corteva 2 | 83 | 101 | 177 | ||||||||
| MOU related obligations (discussed above) 3 | 146 | 152 | 31 | ||||||||
| Other environmental indemnifications | 1 | 1 | 2 | ||||||||
| Total environmental related liabilities | $ | 275 | $ | 300 | $ | 316 |
1.The environmental accrual represents management’s best estimate of the costs for remediation and restoration with respect to environmental matters, although it is reasonably possible that the ultimate cost with respect to these particular matters could range above the amount accrued as of December 31, 2024.
2.Pursuant to the DWDP Separation and Distribution Agreement and Letter Agreement, the Company is required to indemnify Dow and Corteva for certain Non-PFAS clean-up responsibilities and associated remediation costs.
3.The MOU related obligations include the Company's estimate of its liability under the MOU for remediation activities based on the current regulatory environment.
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NOTE 17 - LEASES
The Company has operating leases for real estate, an airplane, railcars, fleet, certain machinery and equipment, and information technology assets. The Company’s leases have remaining lease terms of approximately 1 year to 30 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the Company will exercise that option. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability.
Certain of the Company's leases include residual value guarantees. These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term. The portion of residual value guarantees that are probable of payment is included in the related lease liability in the Consolidated Balance Sheets. At December 31, 2024, the Company has future maximum payments for residual value guarantees in operating leases of $25 million with final expirations through 2034. The Company's lease agreements do not contain any material restrictive covenants.
The components of lease cost for operating leases for the years ended December 31, 2024, 2023 and 2022 were as follows:
| In millions | 2024 | 2023 | 2022 | ||||||||
| Operating lease cost | $ | 125 | $ | 121 | $ | 113 | |||||
| Short-term lease cost | 5 | 4 | 4 | ||||||||
| Variable lease cost | 37 | 39 | 39 | ||||||||
| Less: Sublease income 1 | 4 | 4 | 12 | ||||||||
| Total lease cost | $ | 163 | $ | 160 | $ | 144 |
1.Reflects income associated with subleases, not inclusive of all lessor arrangements disclosed below.
Operating cash flows from operating leases related to continuing operations were $120 million, $115 million, and $109 million for the year ended December 31, 2024, 2023 and 2022, respectively.
New operating lease assets and liabilities entered into during the year ended December 31, 2024, 2023 and 2022 were $53 million, $160 million and $131 million, respectively. Supplemental balance sheet information related to leases was as follows:
| In millions | December 31, 2024 | December 31, 2023 | ||||||
| Operating Leases | ||||||||
| Operating lease right-of-use assets 1 | $ | 403 | $ | 484 | ||||
| Current operating lease liabilities 2 | 84 | 97 | ||||||
| Noncurrent operating lease liabilities 3 | 322 | 390 | ||||||
| Total operating lease liabilities | $ | 406 | $ | 487 |
1.Included in "Deferred charges and other assets" in the Consolidated Balance Sheets.
2.Included in "Accrued and other current liabilities" in the Consolidated Balance Sheets.
3.Included in "Other noncurrent obligations" in the Consolidated Balance Sheets.
Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the fixed minimum lease payments over the lease term. As most of the Company’s leases do not provide the lessor’s implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments.
| Lease Term and Discount Rate for Operating Leases | December 31, 2024 | December 31, 2023 | ||||||
| Weighted-average remaining lease term (years) | 7.8 | 8.5 | ||||||
| Weighted-average discount rate | 3.78 | % | 3.55 | % |
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Maturities of lease liabilities were as follows:
| Maturity of Lease Liabilities at December 31, 2024 | Operating Leases | ||||
| In millions | |||||
| 2025 | $ | 97 | |||
| 2026 | 76 | ||||
| 2027 | 61 | ||||
| 2028 | 44 | ||||
| 2029 | 34 | ||||
| 2030 and thereafter | 157 | ||||
| Total lease payments | $ | 469 | |||
| Less: Interest | 63 | ||||
| Present value of lease liabilities | $ | 406 |
The Company has leases in which it is the lessor, with the largest being a result of the N&B Transaction. In connection with the N&B Transaction and the M&M Divestitures, DuPont entered into leasing arrangements with IFF and Celanese, whereby DuPont is leasing certain properties, including office spaces and R&D laboratories. These leases are classified as operating leases and lessor revenue and related expenses are not significant to the Company’s Consolidated Balance Sheets or Consolidated Statement of Operations. Lease agreements where the Company is the lessor have final expirations through 2036.
For the years ended December 31, 2024, 2023 and 2022 total lease income was $75 million, $73 million and $58 million, respectively, for which the net profits recognized from these leases were approximately $20 million, $18 million and $14 million, respectively. Total lease income for each period presented is recorded in "Selling, general, and administrative expenses" and "Research and development expenses". Contractual lease income for 2025 through 2029 ranges from $49 million to $75 million annually.
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NOTE 18 - STOCKHOLDERS' EQUITY
Share Repurchase Programs
In February 2022, the Company's Board of Directors authorized a $1.0 billion share buyback program which expires on March 31, 2023, (the “2022 Share Buyback Program”). As of September 30, 2022, the Company repurchased and retired a total of 11.9 million shares for $750 million under the 2022 Share Buyback Program. In November 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock (the “$5B Share Buyback Program", together with the 2022 Share Buyback Program, the "2022 Stock Repurchase Programs") in addition to the $250 million remaining under the Company’s existing share repurchase program.
In November 2022, DuPont entered into accelerated share repurchase ("ASR") agreements with each of three financial institutions (the "$3.25B ASR Transaction"). DuPont paid an aggregate of approximately $3.25 billion of common stock with $250 million of such repurchases under the 2022 Share Buyback Program and the remaining $3 billion under the $5B Share Buyback Program. Pursuant to the terms of the $3.25B ASR Transaction, DuPont paid an aggregate of $3.25 billion to the ASR Counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $2.6 billion. The $3.25B ASR Transaction was completed during the third quarter of 2023 with DuPont receiving and retiring an additional 8.0 million shares of DuPont common stock. In connection with the completion of the transaction the remaining $613 million based on the price of the shares at the time of delivery was settled as a forward contract indexed to DuPont common stock at the time of settlement, classified within stockholders’ equity. At the completion of the $3.25B ASR Transaction, the Company had repurchased and retired a total of 46.8 million shares at an average price of $69.44 per share.
In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $2 billion of common stock ("$2B ASR Transaction"). DuPont paid an aggregate of $2 billion to the counterparties and received initial deliveries of 21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $1.6 billion. In the first quarter of 2024, the $2B ASR Transaction was completed. The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, which were retired immediately and will be recorded as a reduction of retained earnings in the first quarter of 2024. In total, the Company repurchased 27.9 million shares at an average price of $71.67 per share under the $2B ASR Transaction. The completion of the $2B ASR Transaction effectively completes the $5B Share Buyback Program and the Company's stock repurchase authorization.
In the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B Share Buyback Program”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws. The $1B Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.
Also in the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common stock ("Q1 2024 ASR Transaction"). DuPont paid an aggregate of $500 million to the counterparty and received initial deliveries of 6.0 million shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $400 million. The remaining $100 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders' equity as of March 31, 2024.
In the second quarter of 2024, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $72 million. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction.
The Inflation Reduction Act of 2022 introduced a 1 percent nondeductible excise tax imposed on the net value of certain stock repurchases made after December 31, 2022. The net value is determined by the fair market value of the stock repurchased during the tax year, reduced by the fair market value of stock issued during the tax year. The Company recorded total excise tax of $8 million and $21 million, respectively, as a reduction to retained earnings for the years ended December 31, 2024 and 2023, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in our Consolidated Balance Sheets as of December 31, 2024 and 2023.
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Common Stock
The following table provides a reconciliation of DuPont Common Stock activity for the years ended December 31, 2024, 2023 and 2022:
| Shares of DuPont Common Stock | Issued | Held in Treasury | ||||||
| In thousands | ||||||||
| Balance at January 1, 2022 | 511,793 | — | ||||||
| Issued | 2,074 | — | ||||||
| Repurchased | — | 55,743 | ||||||
| Retired | (55,743) | (55,743) | ||||||
| Balance at December 31, 2022 | 458,124 | — | ||||||
| Issued | 1,225 | — | ||||||
| Repurchased | — | 29,239 | ||||||
| Retired | (29,239) | (29,239) | ||||||
| Balance at December 31, 2023 | 430,110 | — | ||||||
| Issued | 1,513 | — | ||||||
| Repurchased | — | 13,629 | ||||||
| Retired | (13,629) | (13,629) | ||||||
| Balance at December 31, 2024 | 417,994 | — |
Retained Earnings
There are no significant restrictions limiting the Company's ability to pay dividends. Dividends declared and paid to common stockholders during the years ended December 31, 2024, 2023 and 2022 are summarized in the following table:
| Dividends Declared and Paid | 2024 | 2023 | 2022 | |||||||||||
| In millions | ||||||||||||||
| Dividends declared to common stockholders | $ | 635 | $ | 651 | $ | 652 | ||||||||
| Dividends paid to common stockholders | $ | 635 | $ | 651 | $ | 652 |
Undistributed earnings of nonconsolidated affiliates included in retained earnings were $626 million at December 31, 2024 and $637 million at December 31, 2023.
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Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the years ended December 31, 2024, 2023 and 2022:
| Accumulated Other Comprehensive Loss | Cumulative Translation Adj | Pension and OPEB | Derivative Instruments 1 | Total | |||||||||||||
| In millions | |||||||||||||||||
| 2022 | |||||||||||||||||
| Balance at January 1, 2022 | $ | (88) | $ | 73 | $ | 56 | $ | 41 | |||||||||
| Other comprehensive (loss) income before reclassifications | (1,101) | 44 | 61 | (996) | |||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | (3) | — | (3) | |||||||||||||
| M&M Divestiture reclassification adjustment | 221 | (54) | — | 167 | |||||||||||||
| Net other comprehensive (loss) income | $ | (880) | $ | (13) | $ | 61 | $ | (832) | |||||||||
| Balance at December 31, 2022 | $ | (968) | $ | 60 | $ | 117 | $ | (791) | |||||||||
| 2023 | |||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 46 | (83) | (41) | (78) | |||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | (9) | — | (9) | |||||||||||||
| Delrin® Divestiture reclassification adjustment | (9) | (23) | — | (32) | |||||||||||||
| Net other comprehensive income (loss) | $ | 37 | $ | (115) | $ | (41) | $ | (119) | |||||||||
| Balance at December 31, 2023 | $ | (931) | $ | (55) | $ | 76 | $ | (910) | |||||||||
| 2024 | |||||||||||||||||
| Other comprehensive (loss) income before reclassifications | (562) | (59) | 32 | (589) | |||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | (1) | — | (1) | |||||||||||||
| Net other comprehensive (loss) income | $ | (562) | $ | (60) | $ | 32 | $ | (590) | |||||||||
| Balance at December 31, 2024 | $ | (1,493) | $ | (115) | $ | 108 | $ | (1,500) |
- Includes cumulative translation adjustment impact associated with derivative instruments.
The tax effects on the net activity related to each component of other comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022 were as follows:
| Tax Benefit (Expense) | 2024 | 2023 | 2022 | ||||||||
| In millions | |||||||||||
| Pension and other post-employment benefit plans | $ | 11 | $ | 26 | $ | 16 | |||||
| Derivative instruments | (9) | 12 | (15) | ||||||||
| Tax benefit from income taxes related to other comprehensive income (loss) items | $ | 2 | $ | 38 | $ | 1 |
A summary of the reclassifications out of AOCL for the years ended December 31, 2024, 2023 and 2022 is provided as follows:
| Reclassifications Out of Accumulated Other Comprehensive Loss | 2024 | 2023 | 2022 | Income Classification | ||||||||||
| In millions | ||||||||||||||
| Cumulative translation adjustments | $ | — | $ | (9) | $ | 221 | See (1) below | |||||||
| Pension and other post-employment benefit plans | (2) | (35) | (71) | See (1) below | ||||||||||
| Tax expense (benefit) | 1 | 3 | 14 | See (1) below | ||||||||||
| Pension and other post-employment benefit plans, after tax | (1) | (32) | (57) | |||||||||||
| Total reclassifications for the period, after tax | $ | (1) | $ | (41) | $ | 164 |
- The activity for the year ended December 31, 2024 is classified within "Sundry income (expense) - net" as part of continuing operations. The activity for the year ended December 31, 2023 is classified almost entirely within "(Loss) income from discontinued operations, net of tax" as part of the Delrin® Divestiture, with a portion classified within "Sundry income (expense) - net" as part of continuing operations. The activity for the year ended December 31, 2022 is classified almost entirely within "(Loss) income discontinued operations, net of tax" as part of the M&M Divestiture, with a portion classified within "Sundry income (expense) - net" as part of continuing operations.
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NOTE 19 - PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS
The significant defined benefit pension and OPEB plans of the Company are summarized below. Unless otherwise noted, all values within this footnote are inclusive of balances and activity associated with discontinued operations.
Defined Benefit Pension Plans
DuPont has both funded and unfunded defined benefit pension plans covering employees in a number of non-US countries. The United Kingdom qualified plan is the largest pension plan held by DuPont.
DuPont's funding policy is consistent with the funding requirements of each country's laws and regulations. Pension coverage for employees of DuPont's non-U.S. consolidated subsidiaries is provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded. During 2024, the Company contributed $51 million to its benefit plans. DuPont expects to contribute approximately $56 million to its benefit plans in 2025.
The weighted-average assumptions used to determine pension plan obligations and net periodic benefit costs for all plans are summarized in the table below:
| Weighted-Average Assumptions for Pension Plans | Benefit Obligations at December 31, | Net Periodic Costs for the Years Ended | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2022 | |||||||||||||
| Discount rate | 3.67 | % | 3.26 | % | 3.46 | % | 3.05 | % | 1.48 | % | |||||||
| Interest crediting rate for applicable benefits | 1.75 | % | 2.00 | % | 2.00 | % | 2.25 | % | 1.25 | % | |||||||
| Rate of compensation increase | 3.41 | % | 3.11 | % | 3.11 | % | 3.25 | % | 3.15 | % | |||||||
| Expected return on plan assets | N/A | N/A | 4.43 | % | 3.61 | % | 2.69 | % |
Other Post-employment Benefit Plans
The Company retained U.S. and foreign other post-employment benefit obligations with the Canadian plan and the U.S. long-term disabilities plan being the two largest and accounting for the majority of the Company's total other post-employment benefit obligations. In comparison to the Company's defined benefit pension plans, the Company's other post-employment benefit plans are not significant. The total other post-employment benefits projected benefit obligation was $27 million as of December 31, 2024 and $29 million as of December 31, 2023.
Assumptions
The Company determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics.
Service cost and interest cost for all other plans are determined on the basis of the discount rates derived in determining those plan obligations. The discount rates utilized to measure the majority of pension and other postretirement obligations are based on the Aon AA corporate bond yield curves applicable to each country at the measurement date. DuPont utilizes the mortality tables and generational mortality improvement scales, where available, developed in each of the respective countries in which the Company holds plans.
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Summarized information on the Company's pension and other postretirement benefit plans is as follows:
| Change in Projected Benefit Obligations of All Plans | 2024 | 2023 | ||||||
| In millions | ||||||||
| Change in projected benefit obligations: | ||||||||
| Benefit obligations at beginning of year | $ | 2,704 | $ | 2,726 | ||||
| Service cost | 17 | 25 | ||||||
| Interest cost | 84 | 99 | ||||||
| Plan participants' contributions | 9 | 7 | ||||||
| Actuarial changes in assumptions and experience | (49) | 132 | ||||||
| Benefits paid | (208) | (208) | ||||||
| Acquisitions/divestitures/other 1 | — | (209) | ||||||
| Effect of foreign exchange rates | (122) | 133 | ||||||
| Termination benefits/curtailment cost/settlements | — | (1) | ||||||
| Benefit obligations at end of year | $ | 2,435 | $ | 2,704 |
1.The year ended 2023 is primarily related to the Delrin® Divestiture.
| Change in Plan Assets and Funded Status of All Plans | 2024 | 2023 | ||||||
| In millions | ||||||||
| Change in plan assets: | ||||||||
| Fair value of plan assets at beginning of year | $ | 2,424 | $ | 2,596 | ||||
| Actual return on plan assets | (14) | 109 | ||||||
| Employer contributions | 51 | 66 | ||||||
| Plan participants' contributions | 9 | 7 | ||||||
| Benefits paid | (208) | (208) | ||||||
| Acquisitions/divestitures/other 1 | — | (285) | ||||||
| Effect of foreign exchange rates | (101) | 139 | ||||||
| Fair value of plan assets at end of year | $ | 2,161 | $ | 2,424 | ||||
| Funded status: | ||||||||
| Plans with plan assets | $ | 186 | $ | 233 | ||||
| All other plans | (460) | (513) | ||||||
| Funded status at end of year | $ | (274) | $ | (280) |
1.The year ended 2023 is primarily related to the Delrin® Divestiture.
The following tables summarize the amounts recognized in the Consolidated Balance Sheets for all significant plans:
| Amounts Recognized in the Consolidated Balance Sheets for All Significant Plans | December 31, 2024 | December 31, 2023 | ||||||
| In millions | ||||||||
| Amounts recognized in the consolidated balance sheets: | ||||||||
| Deferred charges and other assets | $ | 291 | $ | 338 | ||||
| Accrued and other current liabilities | (42) | (53) | ||||||
| Pension and other postretirement benefits - noncurrent | (523) | (565) | ||||||
| Net amount recognized | $ | (274) | $ | (280) | ||||
| Pretax amounts recognized in accumulated other comprehensive loss (income): | ||||||||
| Net loss (gain) | $ | 167 | $ | 95 | ||||
| Prior service credit | (4) | (8) | ||||||
| Pretax balance in accumulated other comprehensive loss at end of year | $ | 163 | $ | 87 |
The increase in the Company's actuarial losses for the year ended December 31, 2024 was primarily due to losses on assets in excess of what was expected, partially offset by the changes in weighted-average discount rates, which increased from 3.26 percent at December 31, 2023 to 3.67 percent at December 31, 2024.
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The actuarial loss for the year ended December 31, 2023 was primarily due to the changes in weighted-average discount rates, which decreased from 3.71 percent at December 31, 2022 to 3.26 percent at December 31, 2023 and due to divestitures, partially offset by gains on assets in excess of what was expected.
The accumulated benefit obligation for all pension plans was $2.4 billion and $2.6 billion at December 31, 2024 and December 31, 2023, respectively.
| Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets | December 31, 2024 | December 31, 2023 | ||||||
| In millions | ||||||||
| Accumulated benefit obligations | $ | 646 | $ | 700 | ||||
| Fair value of plan assets | $ | 134 | $ | 138 |
| Pension Plans with Projected Benefit Obligations in Excess of Plan Assets | December 31, 2024 | December 31, 2023 | ||||||
| In millions | ||||||||
| Projected benefit obligations | $ | 683 | $ | 743 | ||||
| Fair value of plan assets | $ | 144 | $ | 154 |
| Net Periodic Benefit Costs for All Significant Plans for the Years Ended December 31, | 2024 | 2023 | 2022 | ||||||||
| In millions | |||||||||||
| Net Periodic Benefit Costs: | |||||||||||
| Service cost | $ | 17 | $ | 25 | $ | 43 | |||||
| Interest cost | 84 | 99 | 55 | ||||||||
| Expected return on plan assets | (100) | (92) | (97) | ||||||||
| Amortization of prior service credit | (3) | (3) | (5) | ||||||||
| Amortization of unrecognized net (gain) loss | — | (1) | 1 | ||||||||
| Curtailment/settlement | 1 | (3) | (4) | ||||||||
| Net periodic benefit (credits) costs - Total | $ | (1) | $ | 25 | $ | (7) | |||||
| Less: Net periodic benefit credits - Discontinued operations | — | (6) | (9) | ||||||||
| Net periodic benefit (credit) costs - Continuing operations 1 | $ | (1) | $ | 31 | $ | 2 | |||||
| Changes in plan assets and benefit obligations recognized in other comprehensive loss (income): | |||||||||||
| Net loss (gain) | $ | 70 | $ | 108 | $ | (35) | |||||
| Amortization of prior service credit | 3 | 3 | 5 | ||||||||
| Amortization of unrecognized gain (loss) | — | 1 | (1) | ||||||||
| Settlement (loss) gain | (1) | 3 | 4 | ||||||||
| Effect of foreign exchange rates | (1) | 1 | 5 | ||||||||
| Total recognized in other comprehensive loss (income) | $ | 71 | $ | 116 | $ | (22) | |||||
| Total recognized in net periodic benefit costs (credits) and other comprehensive loss (income) | $ | 70 | $ | 147 | $ | (20) |
- Refer to the separate table below for details of Net Periodic Benefit Costs for Plans in Continuing Operations.
| Net Periodic Benefit Costs for Plans in Continuing Operations for the Years Ended December 31, | 2024 | 2023 | 2022 | ||||||||
| In millions | |||||||||||
| Net Periodic Benefit Costs: | |||||||||||
| Service cost | $ | 17 | $ | 22 | $ | 30 | |||||
| Interest cost | 84 | 93 | 49 | ||||||||
| Expected return on plan assets | (100) | (78) | (73) | ||||||||
| Amortization of prior service credit | (3) | (2) | (4) | ||||||||
| Amortization of unrecognized net (gain) loss | — | (1) | 4 | ||||||||
| Curtailment/settlement | 1 | (3) | (4) | ||||||||
| Net periodic benefit costs - Continuing operations | $ | (1) | $ | 31 | $ | 2 |
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Estimated Future Benefit Payments
The estimated future benefit payments of continuing operations, reflecting expected future service, as appropriate, are presented in the following table:
| Estimated Future Benefit Payments at December 31, 2024 | |||||
| In millions | |||||
| 2025 | $ | 173 | |||
| 2026 | 171 | ||||
| 2027 | 167 | ||||
| 2028 | 169 | ||||
| 2029 | 174 | ||||
| Years 2030-2034 | 845 | ||||
| Total | $ | 1,699 |
Plan Assets
Plan assets consist primarily of equity and fixed income securities of U.S. and foreign issuers, and alternative investments such as insurance contracts, pooled investment vehicles and private market securities. At December 31, 2024, plan assets totaled $2.2 billion.
The Company establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. Strategic asset allocations in other countries are selected in accordance with the laws and practices of those countries. Where appropriate, asset liability studies are utilized in this process. The assets are managed by professional investment firms unrelated to the Company. Pension trust funds are permitted to enter into certain contractual arrangements generally described as derivative instruments. Derivatives are primarily used to reduce specific market risks, hedge currency and adjust portfolio duration and asset allocation in a cost-effective manner.
Equity securities primarily included investments in large- and small-cap companies located in both developed and emerging markets around the world. Global equity securities include varying market capitalization levels. U.S. equity investments are primarily large-cap companies. Fixed income securities included investment and non-investment grade corporate bonds of companies diversified across industries, U.S. treasuries, non-U.S. developed market securities, U.S. agency mortgage-backed securities, emerging market securities and fixed income related funds. Global fixed income investments include corporate-issued, government-issued and asset-backed securities. Corporate debt investments include a range of credit risk and industry diversification. U.S. fixed income investments are weighted heavier than non-U.S fixed income securities. Alternative investments primarily included investments in real estate, various insurance contracts and interest rate, equity, commodity and foreign exchange derivative investments and hedges. Other investments include cash and cash equivalents, pooled investment vehicles, hedge funds and private market securities such as interests in private equity and venture capital partnerships.
The weighted-average target allocation for plan assets of DuPont's pension plans is summarized as follows:
| Target Allocation for Plan Assets at December 31, 2024 | DuPont | ||||
| Asset Category | |||||
| Equity securities | 2 | % | |||
| Fixed income securities | 9 | ||||
| Alternative investments | 24 | ||||
| Hedge funds | 26 | ||||
| Pooled investment vehicles | 32 | ||||
| Other investments | 7 | ||||
| Total | 100 | % |
Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
For pension plan assets classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.
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For pension plan assets classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources. For other pension plan assets for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models.
For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Valuations of the investments are provided by investment managers or fund managers. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Valuations of insurance contracts are contractually determined and are based on exit price valuations or contract value. Adjustments to valuations are made where appropriate.
Certain pension plan assets are held in funds where fair value is based on an estimated net asset value per share (or its equivalent) as of the most recently available fund financial statements which are received on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Adjustments to valuations are made where appropriate to arrive at an estimated net asset value per share at the measurement date. Where available, audited annual financial statements are obtained and reviewed for the investments as support for the manager’s investment valuation. These funds are not classified within the fair value hierarchy.
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The following table summarizes the bases used to measure the Company’s pension plan assets at fair value for the years ended December 31, 2024 and 2023:
| Basis of Fair Value Measurements | December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||
| In millions | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
| Cash and cash equivalents | $ | 52 | $ | 52 | $ | — | $ | — | $ | 55 | $ | 55 | $ | — | $ | — | ||||||||||
| Equity securities: | ||||||||||||||||||||||||||
| U.S. equity securities | $ | 20 | $ | 20 | $ | — | $ | — | $ | 20 | $ | 20 | $ | — | $ | — | ||||||||||
| Non - U.S. equity securities | 26 | 26 | — | — | 29 | 29 | — | — | ||||||||||||||||||
| Total equity securities | $ | 46 | $ | 46 | $ | — | $ | — | $ | 49 | $ | 49 | $ | — | $ | — | ||||||||||
| Fixed income securities: | ||||||||||||||||||||||||||
| Debt - government-issued | $ | 34 | $ | — | $ | 34 | $ | — | $ | 34 | $ | — | $ | 34 | $ | — | ||||||||||
| Debt - corporate-issued | 4 | — | 4 | — | 5 | — | 5 | — | ||||||||||||||||||
| Total fixed income securities | $ | 38 | $ | — | $ | 38 | $ | — | $ | 39 | $ | — | $ | 39 | $ | — | ||||||||||
| Alternative investments: | ||||||||||||||||||||||||||
| Real estate | $ | 75 | $ | — | $ | — | $ | 75 | $ | 79 | $ | — | $ | — | $ | 79 | ||||||||||
| Insurance contracts | 468 | — | — | 468 | 524 | — | — | 524 | ||||||||||||||||||
| Derivatives - asset position | — | — | — | — | 3 | — | 3 | — | ||||||||||||||||||
| Derivatives - liability position | (3) | — | (3) | — | — | — | — | — | ||||||||||||||||||
| Total alternative investments | $ | 540 | $ | — | $ | (3) | $ | 543 | $ | 606 | $ | — | $ | 3 | $ | 603 | ||||||||||
| Other Investments: | ||||||||||||||||||||||||||
| Pooled Investment Vehicles | $ | 685 | $ | 685 | $ | — | $ | — | $ | 681 | $ | 681 | $ | — | $ | — | ||||||||||
| Total other investments | $ | 685 | $ | 685 | $ | — | $ | — | $ | 681 | $ | 681 | $ | — | $ | — | ||||||||||
| Subtotal | $ | 1,361 | $ | 783 | $ | 35 | $ | 543 | $ | 1,430 | $ | 785 | $ | 42 | $ | 603 | ||||||||||
| Investments measured at net asset value: | ||||||||||||||||||||||||||
| Debt - government-issued | $ | 147 | $ | 187 | ||||||||||||||||||||||
| Hedge funds | 552 | 667 | ||||||||||||||||||||||||
| Private market securities | 101 | 126 | ||||||||||||||||||||||||
| Total investments measured at net asset value | $ | 800 | $ | 980 | ||||||||||||||||||||||
| Items to reconcile to fair value of plan assets: | ||||||||||||||||||||||||||
| Pension trust receivables 1 | $ | — | $ | 14 | ||||||||||||||||||||||
| Pension trust payables 2 | — | — | ||||||||||||||||||||||||
| Total | $ | 2,161 | $ | 2,424 |
-
Primarily receivables for investment securities sold.
-
Primarily payables for investment securities purchased.
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The following table summarizes the changes in the fair value of Level 3 pension plan assets for the years ended December 31, 2024 and 2023:
| Fair Value Measurement of Level 3 Pension Plan Assets | Real Estate | Insurance Contracts | Total | ||||||||||||||
| In millions | |||||||||||||||||
| Balance at Jan 1, 2023 | $ | 75 | $ | 524 | $ | 599 | |||||||||||
| Actual return on assets: | |||||||||||||||||
| Relating to assets held at Dec 31, 2023 | 2 | 26 | 28 | ||||||||||||||
| Purchases, sales and settlements, net | 2 | (16) | (14) | ||||||||||||||
| Transfers out of Level 3 1 | — | (10) | (10) | ||||||||||||||
| Balance at Dec 31, 2023 | $ | 79 | $ | 524 | $ | 603 | |||||||||||
| Actual return on assets: | |||||||||||||||||
| Relating to assets held at Dec 31, 2024 | (6) | (56) | (62) | ||||||||||||||
| Purchases, sales and settlements, net | 2 | (3) | (1) | ||||||||||||||
| Transfers into Level 3 | — | 3 | 3 | ||||||||||||||
| Balance at Dec 31, 2024 | $ | 75 | $ | 468 | $ | 543 |
- Related to the Delrin® Divestiture
Defined Contribution Plans
The Company provides defined contribution benefits to its employees. The most significant is the U.S. Retirement Savings Plan ("the Plan"), which covers all U.S. full-service employees. This Plan includes a non-leveraged Employee Stock Ownership Plan ("ESOP"). Employees are not required to participate in the ESOP and those who do are free to diversify out of the ESOP. The purpose of the Plan is to provide retirement savings benefits for employees and to provide employees an opportunity to become stockholders of the Company. The Plan is a tax qualified contributory profit sharing plan, with cash or deferred arrangement and any eligible employee of the Company may participate. Currently, the Company contributes 100 percent of the first 6 percent of the employee's contribution election and also contributes 3 percent of each eligible employee's eligible compensation regardless of the employee's contribution. The Company's matching contributions vest immediately upon contribution. The 3 percent nonmatching employer contribution vests after employees complete three years of service. The Company's matching contributions to the Plan were $60 million in 2024 and $65 million in 2023. The Company's nonmatching contributions to the Plan were $32 million in 2024 and $34 million in 2023. In total, the Company's contributions to the Plan were $92 million in 2024 and $99 million in 2023. All amounts for 2023 are inclusive of Delrin® activity related to discontinued operations.
In addition, the Company made contributions to other defined contribution plans in 2024 in the amount of $32 million and $35 million in 2023. 2023 is inclusive of Delrin® activity related to discontinued operations.
NOTE 20 - STOCK-BASED COMPENSATION
Effective with the DWDP Merger, on August 31, 2017, DowDuPont assumed all TDCC and EIDP equity incentive compensation awards outstanding immediately prior to the DWDP Merger. The TDCC and EIDP stock-based compensation plans were assumed by DowDuPont and remained in place with the ability to grant and issue DowDuPont common stock until the DWDP Distributions.
Immediately following the Corteva Distribution, DuPont adopted the DuPont Omnibus Incentive Plan ("DuPont OIP") which provides for equity-based and cash incentive awards to certain employees, directors, independent contractors and consultants. Upon adoption of the DuPont OIP, the TDCC and EIDP plans were rolled into the DuPont OIP as separate subplans and no longer granted new awards. All previously granted equity awards under these subplans have the same terms and conditions that were applicable to the awards under the TDCC and EIDP plans immediately prior to the DWDP Distributions. Due to reaching the plan term of the DuPont OIP, no further awards will be granted from the plan. Awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms.
During the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 EIP"), which allows the Company to grant options, share appreciation rights, restricted shares, restricted stock units ("RSUs"), share bonuses, other share-based awards, cash awards, each as defined in the 2020 EIP, or any combination of the foregoing. Under the EIP, a maximum of 15 million shares of common stock are available for award as of December 31, 2024. The approval of the 2020 Plan had no effect on the Company’s ability to make future grants under the DuPont OIP in accordance with its terms, and awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms.
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A description of the Company's stock-based compensation is discussed below followed by a description of TDCC and EIDP stock-based compensation.
Accounting for Stock-Based Compensation
The Company grants stock-based compensation awards that vest over a specified period or upon employees meeting certain performance and/or retirement eligibility criteria. The fair value of equity instruments issued to employees is measured on the grant date. The fair value of liability instruments issued to employees is measured at the end of each quarter. The fair value of equity and liability instruments is expensed over the vesting period or, in the case of retirement, from the grant date to the date on which retirement eligibility provisions have been met and additional service is no longer required. The Company estimates expected forfeitures.
DuPont recognized share-based compensation expense in continuing operations of $77 million, $74 million, and $75 million during the years ended December 31, 2024, 2023 and 2022, respectively. The income tax benefits related to stock-based compensation arrangements were $16 million for the years ended December 31, 2024, 2023 and 2022,.
Total unrecognized pretax compensation cost in continuing operations related to nonvested stock option awards of $0.2 million at December 31, 2024, is expected to be recognized over a weighted-average period of 0.1 years. Total unrecognized pretax compensation cost in continuing operations related to RSUs and performance based stock units ("PSUs") of $77 million at December 31, 2024, is expected to be recognized over a weighted average period of 1.8 years. The total fair value of RSUs and PSUs vested in the year ended December 31, 2024 was $78 million. The weighted average grant-date fair value of RSUs and PSUs granted during 2024 was $70.70.
At the time of the M&M Divestiture, outstanding, unvested share-based compensation awards granted in 2022 and held by Employees transferred to Celanese were terminated and reissued as equity awards under the Celanese stock plan. Pre-2022 awards held by M&M Employees were settled by DuPont based on vesting conditions noted in respective grant agreements.
DuPont 2020 Equity Incentive Plan
EIP Stock Options
The exercise price of shares subject to option is equal to the market price of the Company's stock on the date of grant. Stock option awards expire 10 years after the grant date. The plan allows retirement-eligible employees of the Company to retain any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date.
The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards and the assumptions set forth in the table below. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:
| EIP Weighted-Average Assumptions 1 | 2022 | ||||
| Dividend yield | 1.8 | % | |||
| Expected volatility | 26.4 | % | |||
| Risk-free interest rate | 1.9 | % | |||
| Expected life of stock options granted during period (years) | 6.0 |
- No stock options were granted by the Company out of the EIP plan in 2024 or 2023.
The Company determines the dividend yield by dividing the annualized dividend on DuPont's common stock by the option exercise price. A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to DuPont's historical experience, adjusted for expected exercise patterns of in-the-money options.
F-57
The following table summarizes stock option activity for 2024 under the EIP:
| EIP Stock Options | Number of Shares (in thousands) | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||
| Outstanding at January 1, 2024 | 627 | $ | 74.48 | |||||||||||
| Granted 1 | — | $ | — | |||||||||||
| Exercised | (106) | $ | 73.91 | |||||||||||
| Forfeited/Expired | (12) | $ | 74.40 | |||||||||||
| Outstanding at December 31, 2024 | 509 | $ | 74.61 | 6.58 | $ | 837 | ||||||||
| Exercisable at December 31, 2024 | 375 | $ | 74.45 | 6.41 | $ | 674 |
- No awards were granted by the Company out of the EIP plan in 2024 and 2023.
| Additional Information about EIP Stock Options 1 | |||||||||||
| In millions, except per share amounts | 2024 | 2023 | 2022 | ||||||||
| Weighted-average fair value per share of options granted 1 | $ | — | $ | — | $ | 17.41 | |||||
| Total compensation expense for stock options plans 2 | $ | 12 | $ | 10 | $ | 8 | |||||
| Related tax benefit 2 | $ | 2 | $ | 2 | $ | 2 |
-
No stock options were granted by the Company out of the EIP plan in 2024 and 2023.
-
These amounts represent life to date.
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day of 2024 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year end.
EIP Restricted Stock Units and Performance Based Stock Units
The Company grants RSUs to certain employees that generally vest over a three-year period and, upon vesting, convert one-for-one to DuPont common stock. For grants issued prior to 2024, retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date. For grants issued in 2024, a retirement eligible employee retains a prorated portion of any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.
The Company grants PSUs to senior leadership under the DuPont EIP. Vesting for PSUs granted is based upon achieving certain return on invested capital ("ROIC") targets and certain adjusted corporate net income annual growth targets, weighted evenly between the metrics and modified by a relative total shareholder return ("TSR") percentile ranking goal as compared to the S&P 500. The actual award, delivered as DuPont common stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the TSR metric, is based upon the market price of the underlying common stock as of the grant date and estimated using a Monte Carlo simulation.
Nonvested awards of RSUs and PSUs are shown below:
| EIP RSUs and PSUs | Number of Shares (in thousands) | Weighted Average Grant Date Fair Value (per share) | ||||||
| Nonvested at January 1, 2024 | 1,991 | $ | 69.85 | |||||
| Granted | 1,212 | $ | 70.70 | |||||
| Vested | (880) | $ | 72.86 | |||||
| Forfeited | (119) | $ | 69.88 | |||||
| Nonvested at December 31, 2024 | 2,204 | $ | 69.11 |
DuPont Omnibus Incentive Plan
The DuPont OIP has two subplans that have the same terms and conditions of the TDCC and EIDP plans immediately prior to the DWDP Distributions. Awards previously granted under those plans that were nonvested will now vest in each subplan. No awards were granted by the Company out of the OIP plan in 2024, 2023 or 2022. All new awards will be granted by the EIP.
F-58
OIP Stock Options
The exercise price of shares subject to option is equal to the market price of the Company's stock on the date of grant. Stock option awards expire 10 years after the grant date. The plan allows retirement-eligible employees of the Company to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date.
The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. No awards were granted by the Company out of the OIP plan in 2024, 2023 and 2022.
The Company determines the dividend yield by dividing the annualized dividend on DuPont's common stock by the option exercise price. A historical daily measurement of volatility (using DowDuPont stock information after the DWDP Merger date and a weighted average of TDCC and EIDP prior to DWDP Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to DuPont's historical experience, adjusted for expected exercise patterns of in-the-money options.
The following table summarizes stock option activity for 2024 under the OIP:
| OIP Stock Options | Number of Shares (in thousands) | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||
| Outstanding at January 1, 2024 | 1,637 | $ | 62.58 | |||||||||||
| Granted | — | $ | — | |||||||||||
| Exercised | (217) | $ | 62.55 | |||||||||||
| Forfeited/Expired | (30) | $ | 64.16 | |||||||||||
| Outstanding at December 31, 2024 | 1,390 | $ | 62.55 | 5.12 | $ | 19,041 | ||||||||
| Exercisable at December 31, 2024 | 1,390 | $ | 62.55 | 5.12 | $ | 19,041 |
| Additional Information about OIP Stock Options 1 | |||||||||||
| In millions, except per share amounts | 2024 | 2023 | 2022 | ||||||||
| Total compensation expense for stock options plans 2 | $ | 27 | $ | 26 | $ | 25 | |||||
| Related tax benefit 2 | $ | 6 | $ | 6 | $ | 5 |
- No awards were granted by the Company out of the OIP plan in 2024, 2023 or 2022.
2.These amounts represent life to date.
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day of 2024 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year end.
OIP Restricted Stock Units and Performance Based Stock Units
The Company grants RSUs to certain employees that serially vested over a three-year period and, upon vesting, convert one-for-one to DuPont common stock. A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.
The Company grants PSUs to senior leadership under a subplan of the DuPont OIP. Vesting for PSUs granted is based upon achieving certain return on invested capital ("ROIC") targets and certain adjusted corporate net income annual growth targets, weighted evenly between the metrics and modified by a relative total shareholder return ("TSR") percentile ranking goal as compared to the S&P 500. The actual award, delivered as DuPont common stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the TSR metric, is based upon the market price of the underlying common stock as of the grant date and estimated using a Monte Carlo simulation.
F-59
Nonvested awards of RSUs and PSUs are shown below.
| OIP RSUs and PSUs | Number of Shares (in thousands) | Weighted Average Grant Date Fair Value (per share) | ||||||
| Nonvested at January 1, 2024 | 163 | $ | 68.01 | |||||
| Granted | — | $ | — | |||||
| Vested | (109) | $ | 71.93 | |||||
| Forfeited | (3) | $ | 71.42 | |||||
| Nonvested at December 31, 2024 | 51 | $ | 59.40 |
TDCC Stock Incentive Plan
In connection with the DWDP Merger, on August 31, 2017 all outstanding TDCC stock options under the TDCC 2012 Stock Incentive Plan (the "2012 Plan") were converted into stock options with respect to DowDuPont Common Stock.
TDCC Stock Options
TDCC granted stock options to certain employees, subject to certain annual and individual limits, with terms of the grants fixed at the grant date. The exercise price of each stock option equals the market price of TDCC’s stock on the grant date. Options vest from one year to three years, and had a maximum term of 10 years. To measure the fair value of the awards on the date of grant, TDCC used the Black-Scholes option pricing model. No awards were granted by the Company out of the TDCC plan during 2024, 2023 and 2022.
EIDP Equity Incentive Plan
EIDP Stock Options
The exercise price of shares subject to option is equal to the market price of EIDP's stock on the date of grant. All options vest serially over a three-year period. Stock option awards expire ten years after the grant date. The plan allowed retirement-eligible employees of EIDP to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. There were no options granted out of the EIDP EIP in 2024, 2023 and 2022.
EIDP determined the dividend yield by dividing the annualized dividend on DowDuPont's Common Stock by the option exercise price. A historical daily measurement of volatility (using DowDuPont stock information after the DWDP Merger date and a weighted average of TDCC and EIDP prior to DWDP Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to EIDP's historical experience, adjusted for expected exercise patterns of in-the-money options.
The following table summarizes stock option activity for 2024:
| EIDP Stock Options | Number of Shares (in thousands) | Weighted Average Grant Date Fair Value (per share) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||
| Outstanding at January 1, 2024 | 2,228 | $ | 73.49 | |||||||||||
| Exercised | (205) | $ | 70.48 | |||||||||||
| Forfeited/Expired | (21) | $ | 76.58 | |||||||||||
| Outstanding at December 31, 2024 | 2,002 | $ | 73.77 | 2.7 | $ | 8,804 | ||||||||
| Exercisable at December 31, 2024 | 1,997 | $ | 73.78 | 2.7 | $ | 8,760 |
EIDP Restricted Stock Units
EIDP issued RSUs that serially vested over a three-year period. A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. Additional RSUs were also granted periodically to key senior management employees. These RSUs generally vested over periods ranging from three years to five years. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date. The awards have the same terms and conditions as were applicable to such equity awards immediately prior to the DWDP Merger closing date. As of December 31, 2024, there are no material nonvested awards of RSUs and no RSUs granted out of the EIDP EIP in 2024, 2023 and 2022.
F-60
NOTE 21 - FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at December 31, 2024 and December 31, 2023:
| Fair Value of Financial Instruments | December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||
| In millions | Cost | Gain | Loss | Fair Value | Cost | Gain | Loss | Fair Value | ||||||||||||||||||
| Cash equivalents | $ | 314 | $ | — | $ | — | $ | 314 | $ | 408 | $ | — | $ | — | $ | 408 | ||||||||||
| Restricted cash equivalents 1 | $ | 42 | $ | — | $ | — | $ | 42 | $ | 411 | $ | — | $ | — | $ | 411 | ||||||||||
| Total cash and restricted cash equivalents | $ | 356 | $ | — | $ | — | $ | 356 | $ | 819 | $ | — | $ | — | $ | 819 | ||||||||||
| Long-term debt including debt due within one year 2 | $ | (7,171) | $ | 14 | $ | (57) | $ | (7,214) | $ | (7,859) | $ | 70 | $ | (206) | $ | (7,995) | ||||||||||
| Derivatives relating to: | ||||||||||||||||||||||||||
| Net investment hedge 3 | — | 137 | — | 137 | — | 96 | — | 96 | ||||||||||||||||||
| Foreign currency 4, 5 | — | 8 | (8) | — | — | 26 | (23) | 3 | ||||||||||||||||||
| Interest rate swap agreements 6 | — | — | (206) | (206) | — | — | (59) | (59) | ||||||||||||||||||
| Total derivatives | $ | — | $ | 145 | $ | (214) | $ | (69) | $ | — | $ | 122 | $ | (82) | $ | 40 |
1.Refer to Note 7 and Note 16 for more information on Restricted cash equivalents.
2.At December 31, 2024 the balance included unamortized basis adjustment of $48 million related to the 2022 Swaps, discussed below. At December 31, 2023, the balance included a fair value hedging revaluation related to the 2022 Swaps of $59 million, discussed below. Fair value of long-term debt including debt due within one year is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms and represents a Level 2 fair value measurement.
3.Classified as "Deferred charges and other assets" in the Consolidated Balance Sheets.
4.Classified as "Prepaid and other current assets" and "Accrued and other current liabilities" in the Consolidated Balance Sheets.
5.Presented net of cash collateral where master netting arrangements allow.
6.The loss on the 2022 and 2024 Swaps are classified as "Other noncurrent obligations" and "Accrued and other current liabilities", respectively, in the Consolidated Balance Sheets.
Derivative Instruments
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks. The Company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.
Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the Company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps.
The Company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The Company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.
The notional amounts of the Company's derivative instruments were as follows:
| Notional Amounts | December 31, 2024 | December 31, 2023 | ||||||
| In millions | ||||||||
| Derivatives designated as hedging instruments: | ||||||||
| Net investment hedge | $ | 1,000 | $ | 1,000 | ||||
| Interest rate swap agreements | $ | — | $ | 1,000 | ||||
| Derivatives not designated as hedging instruments: | ||||||||
| Foreign currency contracts 1 | $ | (1,176) | $ | (907) | ||||
| Interest rate swap agreements 2 | $ | 4,150 | $ | — |
1.Presented net of contracts bought and sold.
2.Includes notional amounts related to the 2022 Swaps and 2024 Swaps, described further below.
F-61
Derivatives Designated in Hedging Relationships
Net Foreign Investment Hedge
In the second quarter of 2021, the Company entered into a fixed-for-fixed cross currency swaps with an aggregate notional amount totaling $1 billion to hedge the variability of exchange rate impacts between the U.S. Dollar and Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $1 billion at an interest rate of 4.73 percent for €819 million at a weighted average interest rate of 3.26 percent. The cross-currency swap is designated as a net investment hedge and expires on November 15, 2028.
The Company has made an accounting policy election to account for the net investment hedge using the spot method. The Company has also elected to amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued. The cross-currency swap is marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within AOCL, net of amounts associated with excluded components which are recognized in interest expense in the Consolidated Statements of Operations.
Derivatives not Designated in Hedging Relationships
Foreign Currency Contracts
The Company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The Company also uses foreign currency exchange contracts to offset a portion of the Company's exposure to certain foreign currency-denominated revenues so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated revenues.
Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities. The amount charged on a pretax basis related to foreign currency derivatives not designated as a hedge, which was included in “Sundry income (expense) - net” in the Consolidated Statements of Operations, was a loss of $32 million for the year ended December 31, 2024 ($64 million loss for the year ended December 31, 2023 and $32 million loss for the year ended December 31, 2022).
Interest Rate Swap Agreements
In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements ("2022 Swaps") with an aggregate notional principal amount totaling $1 billion to hedge changes in the fair value of the Company’s long-term debt due to interest rate change movements. These swaps converted $1 billion of the Company’s $1.65 billion principal amount of fixed rate notes due 2038 into floating rate debt for the portion of their terms through 2032 with an interest rate based on the Secured Overnight Financing Rate ("SOFR"). Under the terms of the agreements, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount. The 2022 Swaps expire on November 15, 2032 and are carried at fair value.
Since inception of the 2022 Swaps, fair value hedge accounting has been applied and thus, changes in the fair value of the 2022 Swaps and changes in the fair value of the related hedged portion of long-term debt were presented and net to zero in "Sundry income (expense) – net" in the Consolidated Statements of Operations. On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 Notes in accordance with their terms. The redemption was effective on June 15, 2024. As a result of the announced redemption, the Company dedesignated the current hedging relationship. At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $81 million of which $32 million was recognized as a component of the loss from partial extinguishment of debt. The remaining basis adjustment is amortized to interest expense over the remaining term of the 2038 Notes. The basis adjustment amortization for the year December 31, 2024 was $1 million. Refer to Note 15 for additional details on the partial redemption of the 2038 Notes.
In June 2024, the Company entered into two forward-starting fixed-to-floating interest rate swap agreements (“2024 Swaps”) to hedge the changes in the fair value of the Company’s long-term debt due to interest rate change movements. One swap converted $2.15 billion principal amount of the fixed rate notes due 2048 into floating rate debt for the portion of their terms from 2025 through 2048 with an interest rate based on SOFR. The other swap converted $1 billion principal amount of the fixed rate notes due 2038 into floating rate debt for the portion of their terms from 2032 through 2038 with an interest rate also based on SOFR. The 2024 Swaps have a mandatory early termination date of December 15, 2025 and are carried at fair value. At December 31, 2024, the mark-to-market value of the 2024 Swaps is $116 million, and final settlement will depend on movements in interest rates. Fair value hedge accounting has not been applied.
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The 2022 Swaps and 2024 Swaps are considered economic hedges of the Company’s fixed rate debt. As such, changes in the fair value and gain or loss from net interest settlement of the 2022 Swaps after the date of dedesignation and changes in the fair value of the 2024 Swaps since inception have been recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations. The amount charged related to interest rate swaps not designated as hedges was a loss of $138 million and zero for the years December 31, 2024 and 2023, respectively.
NOTE 22 - FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
| Basis of Fair Value Measurements on a Recurring Basis of Significant Other Observable Inputs (Level 2) | December 31, 2024 | December 31, 2023 | ||||||
| In millions | ||||||||
| Assets at fair value: | ||||||||
| Cash equivalents 1 | $ | 314 | $ | 364 | ||||
| Derivatives relating to: 2 | ||||||||
| Net investment hedge | 137 | 96 | ||||||
| Foreign currency contracts 3 | 23 | 37 | ||||||
| Total assets at fair value | $ | 474 | $ | 497 | ||||
| Liabilities at fair value: | ||||||||
| Derivatives relating to: 2 | ||||||||
| Interest rate swap agreements | 206 | 59 | ||||||
| Foreign currency contracts 3 | 23 | 34 | ||||||
| Total liabilities at fair value | $ | 229 | $ | 93 |
1.Time deposits included in "Cash and cash equivalents" in the Consolidated Balance Sheets are held at amortized cost, which approximates fair value. "Restricted cash and cash equivalents" and "Restricted cash and cash equivalents - noncurrent" in the Consolidated Balance Sheets at December 31, 2024 included $42 million of money market funds representing Level 1 fair value measurement investments which are held at amortized cost. "Cash and cash equivalents" and "Restricted cash and cash equivalents" in the Consolidated Balance Sheets at December 31, 2023, included $50 million of money market funds and $405 million deposited within a qualified settlement fund consisting of treasury bills, respectively, representing Level 1 fair value measurement investment, also held at amortized cost.
2.See Note 21 for the classification of derivatives in the Consolidated Balance Sheets.
3.Assets and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Consolidated Balance Sheets. The offsetting counterparty and cash collateral amounts were $15 million and zero, respectively, for both assets and liabilities as of December 31, 2024. The offsetting counterparty and cash collateral amounts were $11 million and zero, respectively, for both assets and liabilities as of December 31, 2023.
As part of the Donatelle Plastics Acquisition, the purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $85 million. The contingent earn-out liability was established using a Monte Carlo simulation and the significant assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs. The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue. Changes in the fair values of the contingent earn-out liability will be recognized in Sundry income/expense, net in the Consolidated Statements of Operations. The fair value of the contingent earn-out liability is reflected in “Accrued expenses and other liabilities” on the Consolidated Balance Sheets. See Note 3 for additional information.
| Basis of Fair Value Measurements on a Recurring Basis of Significant Unobservable Inputs (Level 3) | December 31, 2024 | December 31, 2023 | ||||||
| In millions | ||||||||
| Liabilities at fair value: | ||||||||
| Contingent earn-out liabilities | $ | 40 | $ | — | ||||
| Total liabilities at fair value | $ | 40 | $ | — |
For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. For time deposits classified as held-to-maturity investments and reported at amortized cost, fair value is based on an observable interest rate for similar securities.
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Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks.
For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatility obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.
For all other assets and liabilities for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models.
There were no transfers between Levels 1 and 2 during the years ended December 31, 2024 and December 31, 2023.
Fair Value Measurements on a Nonrecurring Basis
The following table summarizes the basis used to measure certain assets at fair value on a nonrecurring basis:
| Basis of Fair Value Measurements on a Nonrecurring Basis 1 | Significant Other Unobservable Inputs (Level 3) | Total Losses | ||||||||||||
| In millions | ||||||||||||||
| At December 31, 2023 | ||||||||||||||
| Assets at fair value: | ||||||||||||||
| Goodwill | $ | 4,814 | $ | (804) | ||||||||||
| At December 31, 2022 | ||||||||||||||
| Assets at fair value: | ||||||||||||||
| Long-lived assets, intangible assets, and other assets | $ | 55 | $ | (94) |
1.The Company did not incur any losses associated with fair value measurements on a nonrecurring basis for the year ended December 31, 2024.
2023 Fair Value Measurements on a Nonrecurring Basis
During the fourth quarter of 2023, the Company recorded an impairment charge related to goodwill within Water & Protection. The impairment analysis was performed using Level 3 inputs within the fair value hierarchy. See Note 14 for further discussion.
2022 Fair Value Measurements on a Nonrecurring Basis
During the first quarter of 2022, the Company recorded an impairment charge related to equity method investments within Electronics & Industrial. The impairment analysis was performed using Level 3 inputs within the fair value hierarchy. See Note 6 for further discussion.
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NOTE 23 - SEGMENTS AND GEOGRAPHIC REGIONS
The Company's segments are aligned with the market verticals they serve, while maintaining integration and innovation strengths within strategic value chains. DuPont is comprised of two operating segments: Electronics & Industrial and Water & Protection. Major products by segment include: Electronics & Industrial (printing and packaging materials, photopolymers, electronic materials, specialty silicones and lubricants); and Water & Protection (nonwovens, aramids, construction materials, water filtration and purification resins, elements and membranes). The Company operates globally in substantially all of its product lines. Transfers of products between operating segments are generally valued at cost, to the extent such transfers are applicable.
The revenues and certain expenses of the M&M Divestitures are classified as discontinued operations in the current and historical periods. The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines within the historical Mobility & Materials segment (the "Retained Businesses") are not included in the scope of the M&M Divestitures and are reflected within Corporate & Other. Corporate & Other includes DuPont's equity interest in Derby Holdings Group related to the Delrin® Divestiture.
The historic Mobility & Material segment costs that are classified as discontinued operations include only direct operating expenses incurred prior to the November 1, 2022 M&M Divestiture and November 1, 2023 Delrin® Divestiture. Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations. A portion of these indirect costs include costs related to activities the Company will continue to undertake post-closing of the M&M Divestitures, and for which it is reimbursed (“Future Reimbursable Indirect Costs”). Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.
The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM"), the Chief Executive Officer, assesses performance and allocates resources. The CODM utilizes Operating EBITDA to assess financial performance and allocate resources by comparing actual results to historical and previously forecasted results. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items. Reconciliations of these measures are provided on the following pages.
Sales are attributed to geographic regions based on customer location; long-lived assets are attributed to geographic regions based on asset location.
| Net Trade Revenue by Geographic Region | 2024 | 2023 | 2022 | ||||||||
| (In millions) For the years ended December 31, | |||||||||||
| United States | $ | 4,102 | $ | 3,914 | $ | 4,066 | |||||
| Canada | 273 | 271 | 293 | ||||||||
| EMEA 1 | 2,146 | 2,203 | 2,193 | ||||||||
| Asia Pacific 2 | 5,368 | 5,191 | 6,022 | ||||||||
| Latin America | 497 | 489 | 443 | ||||||||
| Total | $ | 12,386 | $ | 12,068 | $ | 13,017 |
1.Europe, Middle East and Africa.
- Net sales attributed to China/Hong Kong, for the years ended December 31, 2024, 2023 and 2022 were $2,345 million, $2,206 million, and $2,744 million, respectively.
| Long-lived Assets by Geographic Region | December 31, | ||||||||||
| In millions | 2024 | 2023 | 2022 | ||||||||
| United States | $ | 3,590 | $ | 3,559 | $ | 3,501 | |||||
| Canada | 60 | 54 | 49 | ||||||||
| EMEA 1 | 1,259 | 1,336 | 1,271 | ||||||||
| Asia Pacific | 823 | 896 | 883 | ||||||||
| Latin America | 36 | 39 | 27 | ||||||||
| Total | $ | 5,768 | $ | 5,884 | $ | 5,731 |
1.Europe, Middle East and Africa.
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| Segment Revenue, Significant Segment Expenses and Segment Operating EBITDA | For the years ended December 31, | |||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||
| (In millions) | Electronics & Industrial | Water & Protection | Electronics & Industrial | Water & Protection | Electronics & Industrial | Water & Protection | ||||||||||||||
| Segment net sales | $ | 5,930 | $ | 5,423 | $ | 5,337 | $ | 5,633 | $ | 5,917 | $ | 5,957 | ||||||||
| Less 1: | ||||||||||||||||||||
| Cost of sales | $ | 3,420 | $ | 3,674 | $ | 3,139 | $ | 3,879 | $ | 3,341 | $ | 4,149 | ||||||||
| Selling, general and administrative expenses | 761 | 574 | 647 | 545 | 632 | 554 | ||||||||||||||
| Research and development expenses | 366 | 141 | 348 | 138 | 377 | 131 | ||||||||||||||
| Amortization of intangibles & other segment items 2 | 341 | 226 | 354 | 225 | 342 | 225 | ||||||||||||||
| Add: | ||||||||||||||||||||
| Equity in earnings of nonconsolidated affiliates | $ | 37 | $ | 30 | $ | 16 | $ | 35 | $ | 31 | $ | 39 | ||||||||
| Depreciation and amortization 3 | 638 | 522 | 607 | 507 | 580 | 494 | ||||||||||||||
| Segment Operating EBITDA | $ | 1,717 | $ | 1,360 | $ | 1,472 | $ | 1,388 | $ | 1,836 | $ | 1,431 |
1.The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
2.Other segment items include immaterial other gains or losses and miscellaneous income and expenses.
3.Depreciation is a reconciling item to segment Operating EBITDA as it is included within Cost of sales, Selling, general and administrative expenses and Research and development expenses.
Total reportable segment net sales are $11,353 million, $10,970 million and $11,874 million for the years ended December 31, 2024, 2023 and 2022, respectively.
| Reconciliation of Segment Operating EBITDA to Income from continuing operations before income taxes | For the years ended December 31, | |||||||||||||
| (In millions) | 2024 | 2023 | 2022 | |||||||||||
| Electronics & Industrial Segment Operating EBITDA | $ | 1,717 | $ | 1,472 | $ | 1,836 | ||||||||
| Water & Protection Segment Operating EBITDA | 1,360 | 1,388 | 1,431 | |||||||||||
| Reportable Segment Operating EBITDA | $ | 3,077 | $ | 2,860 | $ | 3,267 | ||||||||
| + | Corporate & Other Operating EBITDA | $ | 67 | $ | 82 | $ | (6) | |||||||
| - | Depreciation and amortization | 1,194 | 1,147 | 1,135 | ||||||||||
| + | Interest income 1 | 73 | 155 | 50 | ||||||||||
| - | Interest expense 2 | 364 | 396 | 486 | ||||||||||
| + | Non-operating pension/OPEB benefit costs (credits) 1 | 18 | (9) | 28 | ||||||||||
| + | Foreign exchange gains (losses), net 1 | 3 | (73) | 15 | ||||||||||
| - | Future reimbursable indirect costs | — | 7 | 52 | ||||||||||
| + | Significant items charge | (488) | (961) | (233) | ||||||||||
| Income from continuing operations before income taxes | $ | 1,192 | $ | 504 | $ | 1,448 |
1.Included in "Sundry income (expense) - net."
2.The years ended December 31, 2024 and 2022 excludes significant items, refer to details below.
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The following tables summarize the pre-tax impact of significant items that are excluded from Operating EBITDA above:
| Significant Items for the Year Ended December 31, 2024 | Electronics & Industrial | Water & Protection | Corporate & Other | Total | ||||||||||
| In millions | ||||||||||||||
| Acquisition, integration and separation costs 1 | $ | (12) | $ | — | $ | (156) | $ | (168) | ||||||
| Restructuring and asset related charges - net 2 | (5) | (50) | (32) | (87) | ||||||||||
| Inventory write-offs 3 | — | (25) | — | (25) | ||||||||||
| Inventory step-up amortization 4 | (2) | — | — | (2) | ||||||||||
| Loss on debt extinguishment 5 | — | — | (74) | (74) | ||||||||||
| Interest rate swap items 6 | — | — | (140) | (140) | ||||||||||
| Income tax items 7 | — | — | 8 | 8 | ||||||||||
| Total | $ | (19) | $ | (75) | $ | (394) | $ | (488) |
-
Acquisition, integration and separation costs related to the Previously Intended Business Separations and the Intended Electronics Separation, and the acquisitions of Spectrum and Donatelle Plastics.
-
Includes restructuring actions and asset related charges. See Note 6 for additional information.
-
Reflects inventory write-offs recorded in “Cost of Sales” in connection with restructuring actions. See Note 6 for additional information.
-
Reflects the amortization of an inventory step-up adjustment related the Donatelle Plastics Acquisition.
-
Reflects the loss on extinguishment of debt related to the partial redemption of an aggregate principal amount of the 2038 Notes. Refer to Note 15 for further details.
-
Includes the non-cash mark-to-market loss related to the 2022 Swaps and 2024 Swaps, net interest settlement loss related to the 2022 Swaps and $2 million of basis amortization on the 2022 Swaps. Refer to Note 21 for further details.
-
Reflects the impact of an indemnified international tax audit.
| Significant Items for the Year Ended December 31, 2023 | Electronics & Industrial | Water & Protection | Corporate & Other | Total | ||||||||||
| In millions | ||||||||||||||
| Acquisition, integration and separation costs 1 | $ | (20) | $ | — | $ | — | $ | (20) | ||||||
| Restructuring and asset related charges - net 2 | (49) | (55) | (42) | (146) | ||||||||||
| Goodwill impairment charge 3 | — | (804) | — | (804) | ||||||||||
| Gain on divestiture 4 | 7 | 1 | 1 | 9 | ||||||||||
| Total | $ | (62) | $ | (858) | $ | (41) | $ | (961) |
-
Acquisition, integration and separation costs related to the Spectrum Acquisition.
-
Includes restructuring actions and asset related charges. See Note 6 for additional information.
-
Reflects a non-cash goodwill impairment charge in the Protection Reporting unit (aggregation of Safety and Shelter businesses). See Note 14 for additional information.
-
Reflected in "Sundry income (expense) - net."
| Significant Items for the Year Ended December 31, 2022 | Electronics & Industrial | Water & Protection | Corporate & Other | Total | ||||||||||
| In millions | ||||||||||||||
| Acquisition, integration and separation costs 1 | $ | — | $ | — | $ | (193) | $ | (193) | ||||||
| Restructuring and asset related charges - net 2 | (24) | (17) | (20) | (61) | ||||||||||
| Asset impairment charges 3 | (94) | — | — | (94) | ||||||||||
| Gain on divestiture 4 | — | 37 | 32 | 69 | ||||||||||
| Terminated Intended Rogers Acquisition financing fees 5 | — | — | (6) | (6) | ||||||||||
| Employee Retention Credit 6 | 20 | 20 | 12 | 52 | ||||||||||
| Total | $ | (98) | $ | 40 | $ | (175) | $ | (233) |
-
Acquisition, integration and separation costs related to strategic initiatives including the sale of the Biomaterials business unit, the acquisition of Laird PM, and the termination fee of $162.5 million associated with the Terminated Intended Rogers Corporation Acquisition.
-
Includes restructuring actions and asset related charges. See Note 6 for additional information.
-
Relates to an impairment of an equity method investment. See Note 6 for additional information.
-
Reflected in "Sundry income (expense) - net." See Note 4 for additional information.
-
Includes acquisition costs associated with the Terminated Intended Rogers Corporation Acquisition related to the financing agreements, specifically the structuring fees and the amortization of the commitment fees reflected in "Interest Expense."
-
Employee Retention Credit pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act (“CAA”) and American Rescue Plan Act (“ARPA”) reflected in "Cost of sales," "Research and development expenses" and "Selling, general and administrative expenses."
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| Segment and Corporate & Other Information | Electronics & Industrial | Water & Protection | Corporate & Other | Total | ||||||||||
| In millions | ||||||||||||||
| For the Year Ended December 31, 2024 | ||||||||||||||
| Assets of continuing operations | $ | 18,537 | $ | 13,098 | $ | 5,001 | $ | 36,636 | ||||||
| Investment in nonconsolidated affiliates | 382 | 278 | 118 | 778 | ||||||||||
| Capital expenditures | 340 | 230 | 49 | 619 | ||||||||||
| For the Year Ended December 31, 2023 | ||||||||||||||
| Assets of continuing operations | $ | 18,622 | $ | 13,750 | $ | 6,180 | $ | 38,552 | ||||||
| Investment in nonconsolidated affiliates | 386 | 280 | 122 | 788 | ||||||||||
| Capital expenditures | 306 | 240 | 44 | 590 | ||||||||||
| For the Year Ended December 31, 2022 | ||||||||||||||
| Assets of continuing operations | $ | 17,110 | $ | 14,831 | $ | 8,123 | $ | 40,064 | ||||||
| Investment in nonconsolidated affiliates | 396 | 290 | — | 686 | ||||||||||
| Capital expenditures | 290 | 289 | 80 | 659 | ||||||||||
| Total Asset Reconciliation at December 31, | 2024 | 2023 | 2022 | ||||||||
| In millions | |||||||||||
| Assets of continuing operations | $ | 36,636 | $ | 38,552 | $ | 40,064 | |||||
| Assets of discontinued operations | — | — | 1,291 | ||||||||
| Total assets | $ | 36,636 | $ | 38,552 | $ | 41,355 |
| Capital Expenditure Reconciliation to Consolidated Financial Statements | 2024 | 2023 | 2022 | ||||||||
| In millions | |||||||||||
| Segment and Corporate & Other Totals | $ | 619 | $ | 590 | $ | 659 | |||||
| Other 1 | (40) | 29 | 3 | ||||||||
| Total | $ | 579 | $ | 619 | $ | 662 |
1.Reflects the incremental cash spent or unpaid on capital expenditures; total capital expenditures are presented on a cash basis.
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