Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the interim Consolidated Financial Statements and related notes to enhance the understanding of the Company’s operations and present business environment. Components of management’s discussion and analysis of financial condition and results of operations include:

• Overview

• Result of Operations

• Segment Results

• Changes in Financial Condition

OVERVIEW

DuPont is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life by applying diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, building and construction, healthcare and worker safety.

As of September 30, 2024, the Company has $3.6 billion of working capital and approximately $1.6 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations.

Outlined below are recent developments and material historical transactions impacting this Quarterly Report on Form 10-Q.

Intended Business Separations

On May 22, 2024, DuPont announced a plan to separate into three independent, publicly traded companies ("FutureCos") through the separations of DuPont’s Electronics and Water businesses ("Intended Business Separations"). DuPont expects to execute the proposed separations of Electronics and Water in a way that will be tax-free for DuPont shareholders for U.S. federal income tax purposes. Following completion of the Intended Business Separations, “new” DuPont would continue as a diversified industrial company. The Intended Business Separations are expected to be completed within 18 to 24 months from announcement and are subject to the satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinions from counsel, the filing and effectiveness of Form 10 registration statements with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

Mobility & Materials Divestitures

On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). DuPont acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”). The Delrin® Divestiture together with the divestiture of the majority of the historic Mobility & Materials segment (the "M&M Divestiture"), including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines, (collectively the "M&M Divestitures") represented a strategic shift that had a major impact on DuPont's operations and results.

The interim results of operations and the interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 present the financial results of the Delrin® Divestiture, as discontinued operations. The comprehensive income of the Delrin® Divestiture have not been segregated and are included in the interim Consolidated Statements of Comprehensive Income, respectively, for all periods presented. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the Delrin® Divestiture. See Note 4 to the interim Consolidated Financial Statements for additional information.

Recent Developments

Macroeconomic Conditions

The Company anticipates year-over-year volume improvement throughout the remainder of the year driven by continued electronics market recovery as well as reduced destocking impact in areas such as water, medical packaging and biopharma. The Company continues to closely monitor macroeconomic as well as geopolitical developments.

Share Buyback Program

In the first quarter of 2024, the Company completed the $2 billion accelerated share repurchase ("ASR") transaction, which completed the Company’s $5B Share Buyback Program.

Also in the first quarter of 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (the "$1B Share Buyback Program”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws. The $1B Share Buyback Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors. In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common stock (the "Q1 2024 ASR Transaction").

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.

See Liquidity and Capital Resource below and Note 16 to the interim Consolidated Financial Statements for additional information.

Dividends

On October 16, 2024, the Board of Directors declared a fourth quarter 2024 dividend of $0.38 per share, payable on December 16, 2024, to shareholders of record on November 29, 2024.

On June 27, 2024, the Company announced that its Board of Directors declared a third quarter 2024 dividend of $0.38 per share which was paid on September 16, 2024, to shareholders of record on August 30, 2024.

RESULTS OF OPERATIONS

Summary of Sales Results			Three Months Ended September 30,						Nine Months Ended September 30,
In millions			2024			2023			2024			2023
Net sales			$	3,192		$	3,058		$	9,294		$	9,170

The following table summarizes sales variances by segment and geographic region from the prior year:

Sales Variances by Segment and Geographic Region
Percentage change from prior year			Three Months Ended September 30, 2024															Nine Months Ended September 30, 2024
Local Price & Product Mix			Currency			Volume			Portfolio & Other			Total			Local Price & Product Mix			Currency			Volume			Portfolio & Other			Total
Electronics & Industrial			(1)		%	(1)		%	11		%	4		%	13		%	(2)		%	(1)		%	7		%	7		%	11		%
Water & Protection			(2)			—			—			—			(2)			(1)			(1)			(5)			—			(7)
Corporate & Other 1			(2)			—			(4)			—			(6)			(2)			—			(2)			—			(4)
Total			(2)		%	(1)		%	5		%	2		%	4		%	(2)		%	(1)		%	1		%	3		%	1		%
U.S. & Canada			(1)		%	—		%	(1)		%	4		%	2		%	(1)		%	—		%	(3)		%	8		%	4		%
EMEA 2			(1)			(1)			2			1			1			(2)			—			(3)			1			(4)
Asia Pacific			(2)			(1)			11			—			8			(2)			(2)			5			—			1
Latin America			(3)			(1)			4			2			2			(1)			—			1			4			4
Total			(2)		%	(1)		%	5		%	2		%	4		%	(2)		%	(1)		%	1		%	3		%	1		%

1.Corporate & Other includes activities of the Retained Businesses and previously divested businesses.

2.Europe, Middle East and Africa.

The Company reported net sales for the three months ended September 30, 2024 of $3.2 billion, up 4 percent from $3.1 billion for the three months ended September 30, 2023, due to a 5 percent increase in volume and a 2 percent increase related to portfolio actions partially offset by 2 percent declines in local price and product mix and 1 percent unfavorable currency impacts. The increase in portfolio actions was mainly attributable to the acquisition of Spectrum in August 2023, and the acquisition of Donatelle Plastics in July 2024. The volume increase in Electronics & Industrial (up 11 percent) was partially offset by Corporate & Other (down 4 percent). Local price and product mix declined slightly across all regions. Currency was down 1 percent compared with the same period last year driven by most regions.

Net sales for the nine months ended September 30, 2024 and 2023 were approximately $9.3 billion and $9.2 billion, up 1 percent. The slight increase was due to a 3 percent increase related to portfolio actions and a 1 percent increase in volume partially offset by a 2 percent decline in local price and product mix, and a 1 percent unfavorable currency impact. The portfolio actions are primarily related to the Spectrum Acquisition. The volume increase in Electronics & Industrial (up 7 percent) was partially offset by Water & Protection (down 5 percent) and Corporate & Other (down 2 percent). The local price and product mix decrease was primarily driven by 2 percent declines in both Asia Pacific and EMEA. Currency was down 1 percent compared with the same period last year, driven by Asia Pacific (down 2 percent).

Cost of Sales

Cost of sales was $2.0 billion for both the three months ended September 30, 2024 and 2023. Cost of sales remained relatively flat for the three months ended September 30, 2024 primarily due to higher cost of sales from increased sales volume and the incremental impact of the Spectrum Acquisition, offset by decreases in cost of sales related to increased productivity and lower raw material costs.

Cost of sales as a percentage of net sales for the three months ended September 30, 2024 was 63 percent compared with 64 percent for the three months ended September 30, 2023. The slight decrease as a percentage of sales for the three months ended September 30, 2024 as compared with the same period of the prior year was primarily due to lower raw material costs and increased productivity partially offset by the incremental impact of the Spectrum Acquisition.

Cost of sales was $5.9 billion for the nine months ended September 30, 2024, down slightly from $6.0 billion for the nine months ended September 30, 2023. Cost of sales decreased for the nine months ended September 30, 2024 primarily due to increased productivity and lower raw material, logistics and energy costs offset by the incremental impact of the Spectrum Acquisition and raw material inventory write-offs in connection with the 2023-2024 Restructuring Program.

Cost of sales as a percentage of net sales for the nine months ended September 30, 2024 was 64 percent compared with 65 percent for the nine months ended September 30, 2023. The slight decrease as a percentage of sales for the nine months ended September 30, 2024 compared to the prior period was primarily due to increased productivity and lower raw material, logistics and energy costs offset by the incremental impact of the Spectrum Acquisition and raw material inventory write-offs in connection with the 2023-2024 Restructuring Program.

Research and Development Expenses ("R&D")

R&D expenses totaled $134 million in the third quarter of 2024, up from $128 million in the third quarter of 2023. R&D as a percentage of net sales was consistent period over period at 4 percent for the three months ended September 30, 2024 and 2023.

R&D expenses totaled $393 million in first nine months of 2024, up from $380 million in the first nine months of 2023. R&D as a percentage of net sales was consistent period over period at 4 percent for the nine months ended September 30, 2024 and 2023.

Selling, General and Administrative Expenses ("SG&A")

SG&A expenses were $387 million in the third quarter of 2024, up from $360 million in the third quarter of 2023. SG&A as a percentage of net sales remained consistent at 12 percent for the three months ended September 30, 2024 and 2023. The increase for the three months ended September 30, 2024 as compared with the same period of the prior year was primarily due to higher variable compensation, higher personnel-related expenses and the incremental cost from the Spectrum Acquisition.

For the first nine months of 2024, SG&A expenses were $1,189 million up from $1,058 million in the first nine months of 2023. SG&A as a percentage of net sales increased period over period at 13 percent and 12 percent for the nine months ended September 30, 2024 and 2023, respectively. The increase for the nine months ended September 30, 2024 as compared with the same period of the prior year was primarily due to higher variable compensation, incremental costs from the Spectrum Acquisition and an increase in legal expenses.

Amortization of Intangibles

Amortization of intangibles was $149 million in the third quarter of 2024, down from $155 million in the third quarter of 2023. In the first nine months of 2024, amortization of intangibles was $449 million, relatively consistent from $448 million in the same period of the prior year. The decrease for the three months ended September 30, 2024 as compared with the same period of the prior year was primarily due to the absence of amortization in 2024 from fully amortized assets.

Restructuring and Asset Related Charges - Net

Restructuring and asset related charges - net were $21 million in the third quarter of 2024, up from $8 million charges in the third quarter of 2023. The activity in the third quarter of 2024 is primarily related to the 2023-2024 Restructuring Program, while the activity in the third quarter of 2023 is primarily related to the 2022 Restructuring Program.

In the first nine months of 2024, restructuring and asset related charges - net were $68 million up from $39 million charges in the same period last year. The activity in the first nine months of 2024 is primarily related to the 2023-2024 Restructuring Program, while the activity in the first nine months of 2023 is primarily related to the 2022 Restructuring Program.

See Note 6 to the interim Consolidated Financial Statements for additional information.

Acquisition, Integration and Separation Costs

Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees. The Company recorded $43 million and $9 million for the three months ended September 30, 2024 and 2023, respectively*.* In the first nine months of 2024, acquisition, integration and separation costs were $51 million, up from $15 million in the same period of the prior year. For the three and nine months ended September 30, 2024, these costs were primarily associated with the Intended Business Separations, while the three and nine months ended September 30, 2023 were associated with the execution of activities related to strategic initiatives, including the Spectrum Acquisition.

Equity in Earnings of Nonconsolidated Affiliates

The Company's share of the earnings of nonconsolidated affiliates was $14 million in the third quarter of 2024, up from $11 million in the third quarter of 2023. In the first nine months of 2024, the Company's share of the earnings of nonconsolidated affiliates was $49 million, up from $40 million in the first nine months of 2023. The increase in 2024 is due to higher earnings in the underlying nonconsolidated affiliates.

Sundry Income (Expense) - Net

Sundry income (expense) - net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments, losses on debt extinguishments and assets, non-operating pension and other post-employment benefit plan credits or costs, interest rate swap mark-to-market adjustments, interest rate swap net interest settlement and certain litigation matters. Sundry income (expense) - net in the third quarter of 2024 was $199 million of income compared with $55 million of income in the third quarter of 2023. The three months ended September 30, 2024, included a $191 million gain related to interest rate swap activity including mark-to-market adjustments. Interest income was $14 million and $34 million for the three months ended September 30, 2024 and 2023, respectively. The decrease in interest income period over period is due to the decreased cash balance in 2024. The three months ended September 30, 2024 included a $19 million net foreign exchange loss while the three months ended September 30, 2023 included a $17 million net foreign exchange gain.

In the first nine months of 2024, sundry income (expense) - net was income of $150 million compared with income of $112 million in the first nine months of 2023. The first nine months of 2024 included a $152 million net gain related to interest rate swap activity including mark-to-market adjustments and $55 million of interest income partially offset by a $74 million loss on debt extinguishment and a $19 million loss on foreign currency exchange. The first nine months of 2023 included interest income of $132 million, partially offset by foreign currency exchange losses of $31 million.

See Notes 7 and 19 to the interim Consolidated Financial Statements for additional information.

Interest Expense

Interest expense was $87 million and $102 million for the three months ended September 30, 2024 and 2023, respectively, and $282 million and $295 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease in interest expense from the prior year is primarily due to the absence of interest expense on the $300 million floating-rate long-term senior unsecured notes that matured in November 2023 and the partial redemption of $650 million aggregate principal amount of the 2038 notes during the second quarter 2024, partially offset by a reduction in capitalized interest.

Provision for Income Taxes on Continuing Operations

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attribute. The effective tax rate on continuing operations for the third quarter of 2024 was 18.1 percent, compared with an effective tax rate of 28.7 percent for the third quarter of 2023. The decrease of the effective tax rate for the third quarter of 2024 compared to the third quarter of 2023 was primarily driven by certain discrete tax benefits, including the settlement of an international tax audit in the quarter.

For the first nine months of 2024, the effective tax rate on continuing operations was 27.0 percent, compared with 25.6 percent for the first nine months of 2023. The higher effective tax rate in 2024 thus far was driven by the geographic mix of earnings offset by the U.S. taxation of foreign operations as well as certain discrete tax expenses, including the settlement in the second quarter of an international tax audit for which the Company is partially indemnified.

SEGMENT RESULTS

The revenues and certain expenses of the Delrin® Divestiture are classified as discontinued operations for the three and nine months ended September 30, 2024. In addition, the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines within the historical Mobility & Materials segment (the "Retained Businesses") were not included in the scope of the M&M Divestitures and are included in Corporate & Other.

Historical Delrin® costs that were classified as discontinued operations in prior years included only direct operating expenses incurred by Delrin® prior to the November 1, 2023 divestiture. Indirect costs, such as those related to corporate and shared service functions previously allocated to the Delrin® Business, did not meet the criteria for discontinued operations and were reported within continuing operations in the respective prior years. A portion of these historical indirect costs included costs related to activities the Company is undertaking on behalf of Delrin®, 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 reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC and certain related real estate (together, "Donatelle Plastics"), (the "Donatelle Plastics Acquisition"). Donatelle Plastics is being integrated into Industrial Solutions within the Electronics & Industrial segment.

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

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (“OPEB”) / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items.

ELECTRONICS & INDUSTRIAL

The Electronics & Industrial segment is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics including mobile devices, television monitors, personal computers and electronics used in a variety of industries. The segment is a leading provider of materials and solutions for the fabrication and packaging of semiconductors and integrated circuits and provides innovative solutions for thermal management and electromagnetic shielding as well as metallization processes for metal finishing, decorative, and industrial applications. Electronics & Industrial is a leading provider of platemaking systems and photopolymer plates for the packaging graphics industry, digital printing inks and cutting-edge materials for the manufacturing of displays for organic light emitting diode ("OLED"). In addition, the segment produces innovative engineering polymer solutions, high performance parts, flexible packaging products, plastic and silicone extrusions, medical silicones, specialty lubricants and critical polymer-based components and devices for medical and other industrial markets.

Electronics & Industrial			Three Months Ended						Nine Months Ended
In millions			September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net sales			$	1,551		$	1,368		$	4,424		$	3,976
Operating EBITDA			$	467		$	383		$	1,260		$	1,094
Equity in earnings of nonconsolidated affiliates			$	10		$	3		$	33		$	11

Electronics & Industrial			Three Months Ended			Nine Months Ended
Percentage change from prior year			September 30, 2024			September 30, 2024
Change in Net Sales from Prior Period due to:
Local price & product mix			(1)		%	(2)		%
Currency			(1)			(1)
Volume			11			7
Portfolio & other			4			7
Total			13		%	11		%

Electronics & Industrial net sales were $1,551 million for the three months ended September 30, 2024, up 13 percent from $1,368 million for the three months ended September 30, 2023. Net sales increased due to an 11 percent increase in volume and a 4 percent increase in portfolio actions partially offset by a 1 percent decline in local price and product mix and a 1 percent unfavorable currency impact. Volume growth in Semiconductor Technologies and Interconnect Solutions was partially offset by slight declines in Industrial Solutions. Within Semiconductor Technologies, volume gains were driven by continued semiconductor demand recovery, primarily due to artificial intelligence ("AI") technology applications and increased demand in China. Broad based volume growth in Interconnect Solutions driven by consumer electronics recovery, share gains and demand from AI driven technology was partially offset by local price and product mix. Slight volume declines in Industrial Solutions as ongoing channel inventory destocking for Kalrez® were partly offset by increased demand in printing and packaging applications. The portfolio impact reflects the August 2023 acquisition of Spectrum and the July 2024 acquisition of Donatelle Plastics. The unfavorable currency impact is primarily driven by the Japanese yen.

Operating EBITDA was $467 million for the three months ended September 30, 2024, up 22 percent compared with $383 million for the three months ended September 30, 2023, primarily due to volume growth and the impact of increased production rates in Semiconductor Technologies and Interconnect Solutions, the earnings contribution from the Spectrum and Donatelle Plastics acquisitions partially offset by higher variable compensation.

Electronics & Industrial net sales were $4,424 million for the nine months ended September 30, 2024, up 11 percent from $3,976 million for the nine months ended September 30, 2023. Net sales increased due to 7 percent increases in both volume and portfolio actions partially offset by a 2 percent decline in local price and product mix and a 1 percent unfavorable currency impact. Volume growth in Semiconductor Technologies and Interconnect Solutions was partially offset by declines in Industrial Solutions. Within Semiconductor Technologies, volume gains were driven by continued semiconductor demand recovery, primarily due to AI technology applications, as well as higher volume in OLED materials led by new product launches. Broad based volume growth in Interconnect Solutions driven by consumer electronics market recovery and demand from AI driven technology was partially offset by local price and product mix declines, including the impact of lower pass-through metals. Volume declines in Industrial Solutions were related to channel inventory destocking, primarily for Kalrez® and biopharma markets. The portfolio impact reflects the August 2023 acquisition of Spectrum and the July 2024 acquisition of Donatelle Plastics. The unfavorable currency impact is primarily driven by the Japanese yen.

Operating EBITDA was $1,260 million for the nine months ended September 30, 2024, up 15 percent compared with $1,094 million for the nine months ended September 30, 2023, primarily due to volume growth, the impact of increased production rates in Semiconductor Technologies and Interconnect Solutions, the earnings contribution from the Spectrum acquisition and higher equity earnings partially offset by higher selling and administrative costs.

WATER & PROTECTION

The Water & Protection segment is a leading provider of engineered products and integrated systems for a number of industries including worker safety, water purification and separation, aerospace, energy, medical packaging and building materials. The segment satisfies the growing global needs of businesses, governments, and consumers for solutions that make life safer, healthier, and better. By uniting market-driven science with the strength of highly regarded brands, the segment strives to bring new products and solutions to solve customers' needs faster, better and more cost effectively.

Water & Protection			Three Months Ended						Nine Months Ended
In millions			September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net sales			$	1,382		$	1,413		$	4,064		$	4,356
Operating EBITDA			$	364		$	362		$	1,003		$	1,074
Equity in earnings of nonconsolidated affiliates			$	5		$	8		$	22		$	29

Water & Protection			Three Months Ended			Nine Months Ended
Percentage change from prior year			September 30, 2024			September 30, 2024
Change in Net Sales from Prior Period due to:
Local price & product mix			(2)		%	(1)		%
Currency			—			(1)
Volume			—			(5)
Portfolio & other			—			—
Total			(2)		%	(7)		%

Water & Protection net sales were $1,382 million for the three months ended September 30, 2024, down 2 percent from $1,413 million for the three months ended September 30, 2023 due to a 2 percent decline in local price and product mix primarily from Safety Solutions. Volume gains in Water Solutions were offset by volume declines in Safety Solutions and Shelter Solutions. Water Solutions volume gains were driven by strength in ultrafiltration along with continued volume recovery in China. Safety Solutions volume declines were primarily related to medical packaging products. Shelter Solutions slight volume declines are related to lower demand in North America residential construction markets partially offset by growth in commercial construction.

Operating EBITDA was $364 million for the three months ended September 30, 2024, up 1 percent compared with $362 million for the three months ended September 30, 2023, as productivity and savings from restructuring actions as well as the impact of lower product costs were mostly offset by higher variable compensation.

Water & Protection net sales were $4,064 million for the nine months ended September 30, 2024, down 7 percent from $4,356 million for the nine months ended September 30, 2023. Net sales decreased due to a 5 percent decline in volume, and 1 percent declines related to local price and product mix and unfavorable currency impacts. Safety Solutions had volume declines mainly due to channel inventory destocking, primarily in medical packaging products within healthcare markets as well as lower local price and product mix. Water Solutions volume declines were primarily due to distributor inventory destocking and weaker industrial demand in China. Shelter Solutions sales were relatively flat. The unfavorable currency impact is primarily driven by the Japanese yen, and Chinese yuan, partially offset by the Euro.

Operating EBITDA was $1,003 million for the nine months ended September 30, 2024, down 7 percent from $1,074 million the nine months ended September 30, 2023, as decreased volumes and higher variable compensation were partially offset by the impact of lower product costs as well as productivity and savings from restructuring actions.

CORPORATE AND OTHER

Corporate & Other includes sales and activity of the Retained Businesses including the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines. Related to the Delrin® Divestiture, Corporate & Other includes DuPont's equity interest in Derby Holdings Group, Stranded Costs and Future Reimbursable Indirect Costs. Corporate & Other also includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable segments.

Corporate & Other			Three Months Ended						Nine Months Ended
In millions			September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net sales			$	259		$	277		$	806		$	838
Operating EBITDA			$	26		$	30		$	74		$	59
Equity in earnings (losses) of nonconsolidated affiliates			$	(1)		$	—		$	(6)		$	—

CHANGES IN FINANCIAL CONDITION

Liquidity & Capital Resources

Information related to the Company's liquidity and capital resources can be found in the Company's 2023 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the nine months ended September 30, 2024.

The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase the Company’s optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. The Company’s primary source of incremental liquidity is cash flows from operating activities. Management expects the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company’s and its subsidiaries' obligations as they come due. However, DuPont is unable to predict the extent of macroeconomic related impacts which depend on uncertain and unpredictable future developments. In light of this uncertainty, the Company has taken steps to further ensure liquidity and capital resources, as discussed below.

In millions			September 30, 2024			December 31, 2023
Cash and cash equivalents			$	1,645		$	2,392
Total debt			$	7,170		$	7,800

The Company's cash and cash equivalents at September 30, 2024 and December 31, 2023 were $1.6 billion and $2.4 billion, respectively, of which approximately $1.2 billion at September 30, 2024 and $1.3 billion at December 31, 2023 were held by subsidiaries in foreign countries, including United States territories. The change in the balance in cash and cash equivalents held by subsidiaries in foreign countries is due to cash flows during the period, offset by repatriation. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash and cash equivalents.

Total debt at September 30, 2024 and December 31, 2023 was $7,170 million and $7,800 million, respectively. The decrease in total debt primarily reflects the partial redemption of $650 million senior notes due 2038 discussed below.

As of September 30, 2024, the Company is contractually obligated to make future cash payments of $7.3 billion and $4.2 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, no payments will be due in the next twelve months. Related to interest, $359 million will be due in the next twelve months, and the remainder will be due subsequent to September 30, 2025. The majority of interest obligations will be due in 2029 or later.

Capital Structure Actions

On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 notes, in accordance with their terms. The partial redemption occurred on June 15, 2024, at the redemption price set forth in the indenture of the 2038 notes. The Company funded the repayment with cash on hand. As a result of the early redemption of the debt, for the nine months ended September 30, 2024, the Company incurred a loss of approximately $74 million, which consisted of the redemption premium, write-off of the deferred debt issuance costs and the basis adjustment from fair value hedge accounting on the 2022 Swaps associated with this borrowing. See Note 19 for further detail on the 2022 Swaps.

DuPont expects to repay, redeem, repurchase, or exchange some or all of its other senior notes, which could include redemptions, tender offers, open market purchases, privately negotiated transactions, or other transactions or a combination of any of them, which will be on pricing terms that are determined at the time of any such transaction. Such transactions will depend on liquidity considerations, contractual and legal restrictions, prevailing market conditions and other factors.

Revolving Credit Facilities

On May 8, 2024, the Company entered into a $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). The 364-Day Revolving Credit Facility will be used for general corporate purposes. Prior to entering the new facility, the Company held another $1 billion 364-day revolving credit facility. There were no drawdowns of either facility during the nine month period ended September 30, 2024.

Water District Settlement Agreement

In 2023, the Company utilized the MOU escrow account balance of approximately $100 million and cash on hand to make its $400 million contribution to the Water District Settlement Fund. The judgment became final in April 2024, therefore $400 million contribution, plus interest, to the Water District Settlement Fund is reflected as a cash outflow within cash flows from discontinued operations during the nine month period ended September 30, 2024. See Note 14 to the interim Consolidated Financial Statement for additional information.

Credit Ratings

The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value and remuneration. At October 31, 2024, DuPont's credit ratings were as follows:

Credit Ratings			Long-Term Rating			Short-Term Rating			Outlook
Standard & Poor’s			BBB+			A-2			Watch Negative
Moody’s Investors Service			Baa1			P-2			Negative
Fitch Ratings			BBB+			F-2			Watch Negative

In the second quarter of 2024, Standard & Poor’s and Fitch Ratings placed the Company on credit watch negative and Moody’s Investors Service placed the Company on outlook negative following the Company’s announcement to separate into FutureCos.

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The $1B 364-Day Revolving Credit Facility contains a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At September 30, 2024, the Company was in compliance with this financial covenant.

Summary of Cash Flows

The Company’s cash flows from operating, investing and financing activities from continuing operations and cash used in discontinued operations, as reflected in the interim Consolidated Statements of Cash Flows, are summarized in the following table.

Cash Flow Summary			Nine Months Ended
In millions			September 30, 2024			September 30, 2023
Cash provided by (used for) from continuing operations:
Operating activities			$	1,757		$	1,545
Investing activities			$	(725)		$	(919)
Financing activities			$	(1,671)		$	(2,359)
Cash used in discontinued operations			$	(469)		$	(236)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			$	(9)		$	(56)

Cash Flows from Operating Activities - Continuing Operations

In the first nine months of 2024, cash provided by operating activities of continuing operations was $1,757 million, compared with $1,545 million in the same period last year. The increase in cash provided by operating activities of continuing operations is primarily from higher earnings and the impact from the settlement of foreign currency contracts related to the net monetary asset hedging program partially offset by increase in cash used by net working capital.

The table below reflects net working capital on a continuing operations basis:

Net Working Capital			September 30, 2024			December 31, 2023
In millions (except ratio)
Current assets			$	6,439		$	7,514
Current liabilities			2,825			3,098
Net working capital			$	3,614		$	4,416
Current ratio			2.28:1			2.43:1

Cash Flows from Investing Activities - Continuing Operations

In the first nine months of 2024, cash used for investing activities of continuing operations was $725 million, compared with $919 million in the first nine months of 2023. The decrease in cash used for investing activities of continuing operations is primarily attributable to the decline of cash going towards acquisition of property and businesses partially offset by the absence of proceeds from sales and maturity of investments.

Cash Flows from Financing Activities - Continuing Operations

In the first nine months of 2024, cash used for financing activities of continuing operations was $1,671 million compared with $2,359 million in the same period last year. The decrease in cash used for financing activities of continuing operations is primarily attributable to the decrease in share buyback activities partially offset by the partial redemption of the 2038 notes.

Cash Flows from Discontinued Operations

In the first nine months of 2024, cash used from discontinued operations was $469 million compared with $236 million in the same period last year. The cash used from discontinued operations primarily includes $408 million related to the Water District Settlement Fund that was removed from Restricted cash and cash equivalents in the second quarter 2024 upon final judgment, along with other MOU activity and transaction costs. Refer to Notes 4 and 14 to the interim Consolidated Financial Statements for additional information. For the nine months ended September 30, 2023, the interim Consolidated Statements of Cash Flows present the cash flows of Delrin® and transaction costs from the M&M Divestiture as discontinued operations.

Dividends

On February 5, 2024, the Board of Directors declared a first quarter 2024 dividend of $0.38 per share, paid on March 15, 2024, to shareholders of record on February 29, 2024.

On April 17, 2024, the Board of Directors declared a second quarter 2024 dividend of $0.38 per share, paid on June 17, 2024, to shareholders of record on May 31, 2024.

On June 27, 2024, the Board of Directors declared a third quarter 2024 dividend of $0.38 per share, paid on September 16, 2024, to shareholders of record on August 30, 2024

On October 16, 2024, the Company announced that its Board declared a fourth quarter dividend of $0.38 per share payable on December 16, 2024, to shareholders of record on November 29, 2024.

Share Buyback Programs

In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three intended 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 were 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 completed 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. At this time and with the continued focus on the Intended Business Separations, the Company does not currently plan to complete the remaining authorization under the $1B Share Buyback Program.

In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of $500 million of common stock ("Q1 24 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 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.

See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information.

Pension and Other Post-Employment Plans

DuPont expects to make additional contributions in the aggregate of approximately $19 million by year-end 2024 to pension and other post-employment benefit plans. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

Restructuring

In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum Acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program"). As a result, the Company recorded pre-tax restructuring charges of $179 million inception-to-date, consisting of severance and related benefit costs of $100 million and asset related charges of $79 million. At September 30, 2024, total liabilities related to the 2023-2024 Restructuring Program were $51 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the interim Consolidated Balance Sheets. Inventory write-offs for plant line closures in connection with the 2023-2024 Restructuring Program were $26 million in "Cost of Sales" within the interim Consolidated Statements of Operations for the nine months ended September 30, 2024. The Company expects the program to be substantially complete by the end of 2024. See Note 6 and 21 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.