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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2023 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Commissi

2、on file number:001-38196 DUPONT DE NEMOURS,INC.(Exact name of registrant as specified in its charter)Delaware81-1224539State or other jurisdiction of incorporation or organization(I.R.S.Employer Identification No.)974 Centre RoadBuilding 730WilmingtonDelaware19805(Address of Principal Executive Offi

3、ces)(Zip Code)(302)295-5783(Registrants Telephone Number,Including Area Code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,par value$0.01 per shareDDNew York Stock ExchangeNo securities are register

4、ed pursuant to Section 12(g)of the Act._Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indica

5、te by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing req

6、uirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the regi

7、strant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smal

8、ler reporting company,”and emerging growth company in Rule 12b-2 of the Exchange Act.Large Accelerated FilerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended

9、 transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control

10、 over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the re

11、gistrant included in the filing reflect the correction of an error to previously issued financial statements.1Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive

12、officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes NoThe aggregate market value of the common equity held by non-affiliates of the registrant as of June 30,2023,(the last day

13、of the registrants most recently completed second fiscal quarter),was approximately$33 billion based on the New York Stock Exchange closing price on such date.For purposes of this computation,the registrant has assumed that its Directors and Executive Officers are affiliates.The registrant had 417,5

14、82,864 shares of common stock,$0.01 par value,outstanding at February 13,2024.DOCUMENTS INCORPORATED BY REFERENCEPart III:Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K.2DuPont de Nemours,Inc.

15、ANNUAL REPORT ON FORM 10-KFor the year ended December 31,2023 TABLE OF CONTENTS PagePART I Item 1.Business5 Item 1A.Risk Factors15 Item 1B.Unresolved Staff Comments24Item 1C.Cybersecurity25 Item 2.Properties26 Item 3.Legal Proceedings27Item 4.Mine Safety Disclosures27PART II Item 5.Market for Regist

16、rants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities28Item 6.Reserved29 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations30 Item 7A.Quantitative and Qualitative Disclosures About Market Risk56 Item 8.Financial Statements

17、and Supplementary Data57 Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure57 Item 9A.Controls and Procedures57 Item 9B.Other Information57Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections57PART III Item 10.Directors,Executive Office

18、rs and Corporate Governance58 Item 11.Executive Compensation58 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters58 Item 13.Certain Relationships and Related Transactions,and Director Independence58 Item 14.Principal Accountant Fees and Services58P

19、ART IV Item 15.Exhibits and Financial Statement Schedules59Item 16.Form 10-K Summary61SIGNATURES 623DuPont de Nemours,Inc.DuPontTM and all products,unless otherwise noted,denoted with TM,SM or are trademarks,service marks or registered trademarks of affiliates of DuPont de Nemours,Inc.FORWARD-LOOKIN

20、G STATEMENTS This communication contains forward-looking statements within the meaning of the federal securities laws,including Section 27A of the Securities Act of 1933,as amended,and Section 21E of the Securities Exchange Act of 1934,as amended.In this context,forward-looking statements often addr

21、ess expected future business and financial performance and financial condition,and often contain words such as expect,anticipate,intend,plan,believe,seek,see,will,would,target,“stabilization,”“confident,”“preliminary,”“initial,”and similar expressions and variations or negatives of these words.All s

22、tatements,other than statements of historical fact,are forward-looking statements,including statements regarding outlook.Forward-looking statements address matters that are,to varying degrees,uncertain and subject to risks,uncertainties,and assumptions,many of which that are beyond DuPonts control,t

23、hat could cause actual results to differ materially from those expressed in any forward-looking statements.Forward-looking statements are not guarantees of future results.Some of the important factors that could cause DuPonts actual results to differ materially from those projected in any such forwa

24、rd-looking statements include,but are not limited to:(i)the possibility that the Company may fail to realize the anticipated benefits of the$1 billion share repurchase program announced on February 6,2024 and that the program may be suspended,discontinued or not completed prior to its termination on

25、 June 30,2025;(ii)risks and uncertainties related to the settlement agreement concerning PFAS liabilities reached June 2023 with plaintiff water utilities by Chemours,Corteva,EIDP and DuPont;(iii)risks and costs related to each of the parties respective performance under and the impact of the arrang

26、ement to share future eligible PFAS costs by and between DuPont,Corteva and Chemours,including the outcome of any pending or future litigation related to PFAS or PFOA,including personal injury claims and natural resource damages claims;the extent and cost of ongoing remediation obligations and poten

27、tial future remediation obligations;changes in laws and regulations applicable to PFAS chemicals;(iv)ability to achieve anticipated tax treatments in connection with completed and future,if any,divestitures,mergers,acquisitions and other portfolio changes actions and impact of changes in relevant ta

28、x and other laws;(v)indemnification of certain legacy liabilities;(vi)failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with completed and future,if any,divestitures,mergers,acquisitions,and other portfolio manage

29、ment,productivity and infrastructure actions;(vii)risks and uncertainties,including increased costs and the ability to obtain raw materials and meet customer needs from,among other events,pandemics and responsive actions;timing and recovery from demand declines in consumer-facing markets,including i

30、n China;adverse changes in worldwide economic,political,regulatory,international trade,geopolitical,capital markets and other external conditions;and other factors beyond the Companys control,including inflation,recession,military conflicts,natural and other disasters or weather related events,that

31、impact the operations of the Company,its customers and/or suppliers;(viii)ability to offset increases in cost of inputs,including raw materials,energy and logistics;(ix)risks associated with demand and market conditions in the semiconductor industry and associated end markets,including from continui

32、ng or expanding trade disputes or restrictions,including on exports to China of U.S.-regulated products and technology;(x)risks,including ability to achieve,and costs associated with DuPonts sustainability strategy including the actual conduct of the companys activities and results thereof,and the d

33、evelopment,implementation,achievement or continuation of any goal,program,policy or initiative discussed or expected;and(xi)other risks to DuPonts business and operations,including the risk of impairment;each as further discussed in DuPonts most recent annual report and subsequent current and period

34、ic reports filed with the U.S.Securities and Exchange Commission.Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.Consequences of material differences in results as compared with those anticipated in the forward-looking statements could i

35、nclude,among other things,business or supply chain disruption,operational problems,financial loss,legal liability to third parties and similar risks,any of which could have a material adverse effect on DuPonts consolidated financial condition,results of operations,credit rating or liquidity.You shou

36、ld not place undue reliance on forward-looking statements,which speak only as of the date they are made.DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information,future developments or otherwise,should circumstances

37、 change,except as otherwise required by securities and other applicable laws.4DuPont de Nemours,Inc.PART I ITEM 1.BUSINESS Throughout this Annual Report on Form 10-K,except as otherwise noted by the context,the terms DuPont or Company used herein mean DuPont de Nemours,Inc.and its consolidated subsi

38、diaries.DuPont is a Delaware corporation formed in 2015(formerly,DowDuPont Inc.),for the purpose of effecting an all-stock merger of equals transactions between The Dow Chemical Company(TDCC)and E.I.du Pont de Nemours and Company(EID).Effective August 31,2017,pursuant to the merger of equals transac

39、tion contemplated by the Agreement and Plan of Merger,dated as of December 11,2015,as amended on March 31,2017(DWDP Merger Agreement),TDCC and EID each merged with subsidiaries of DowDuPont Inc.(DowDuPont)and,as a result,TDCC and EID became subsidiaries of DowDuPont(the DWDP Merger).Prior to the DWD

40、P Merger,DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the DWDP Merger Agreement.For purposes of DowDuPonts financial statement presentation,TDCC was determined to be the accounting acquirer in the DWDP Merger and EIDs asset

41、s and liabilities are reflected at fair value as of the DWDP Merger Effectiveness Time.On April 1,2019,the Company completed the separation of the materials science business through the spin-off of Dow Inc.,(“Dow”)including Dows subsidiary TDCC(the“Dow Distribution”).On June 1,2019,the Company compl

42、eted the separation of the agriculture business through the spin-off of Corteva,Inc.(“Corteva”)including Cortevas subsidiary EID,(the“Corteva Distribution and together with the Dow Distribution,the“DWDP Distributions”).Effective January 1,2023,Cortevas subsidiary EID changed its name to EIDP,Inc.(“E

43、IDP”),and therefore references to EID reflect this name change as appropriate.DuPont is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life by applying diverse science and expertise to help customers advance their best ideas and d

44、eliver essential innovations in key markets including electronics,transportation,construction,water,healthcare and worker safety.At December 31,2023,the Company has subsidiaries in about 50 countries worldwide and manufacturing operations in about 24 countries.See Note 23 to the Consolidated Financi

45、al Statements for details on the location of the Companys sales and property.Significant Transformational DivestituresOn February 1,2021,the Company completed the divestiture of the Nutrition&Biosciences(“N&B”)business to International Flavors&Fragrance Inc.(“IFF”)in a Reverse Morris Trust transacti

46、on(the“N&B Transaction”)that resulted in IFF issuing shares to DuPont stockholders.See Note 4 to the Consolidated Financial Statements for more information.On February 18,2022,the Company announced that it had entered an agreement on February 17,2022,(the Transaction Agreement)with Celanese Corporat

47、ion(Celanese)for divestiture of the majority of DuPonts historic Mobility&Materials(“M&M”)segment,(the“M&M Divestiture”).The Auto Adhesives&Fluids,MultibaseTM and Tedlar product line,which were part of the historic M&M segment,are referred to as the Retained Businesses.On November 1,2022,DuPont and

48、Celanese completed the M&M Divestiture and DuPont received cash proceeds of$11 billion which was subject to transaction adjustments in accordance with the Transaction Agreement.See Note 4 to the Consolidated Financial Statements for more information.As part of its announcement on February 18,2022 re

49、garding the M&M Divestiture,DuPont also announced the Board of Directors approval for the divestiture of the Delrin acetal homopolymer(H-POM)business(the Delrin Divestiture).On November 1,2023,the Company closed the sale of the Delrin business to TJC LP(TJC),(the“Delrin Divestiture”).The Delrin Dive

50、stiture together with the M&M Divestiture,are referred to as the“M&M Divestitures”.Financial Flexibility and Return of Excess CapitalFollowing the M&M Divestiture,in November 2022,DuPont redeemed in full$2.5 billion in fixed-rate long term senior unsecured notes due November 2023.In the fourth quart

51、er of 2022,DuPonts Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to$5 billion of common stock,(the$5B Share Buyback Program”).In the third quarter 2023,the Company completed the repurchase$3.25 billion of its common stock through an accele

52、rated share repurchase(“ASR”)transaction(the“$3.25B ASR Transaction”)with$250 million of such repurchases completing the$1 billion share repurchase program approved in February 2022(the“2022 Share Buyback Program”)and the remaining$3 billion under the$5B Share Buyback Program.5In the third quarter o

53、f 2023,DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of$2 billion of common stock($2B ASR Transaction).The accelerated repurchase agreements under the$2B ASR Transaction were settled during the first quarter of 2024 and

54、 in total the Company repurchased 27.9 million shares under the transaction.The completion of the$2B ASR Transaction completes the$5B Share Buyback Program and the Companys stock repurchase authorization.Subsequent to year end,in the first quarter 2024,the Companys Board of Directors approved a new

55、share repurchase program authorizing the repurchase and retirement of up to$1 billion of common stock(“the$1B Program”).Under the$1B 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 additiona

56、l 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.Subsequent to year end,in the first quarter 2024,DuPont entered an ASR agreement with one counterparty for the repurchase of about$5

57、00 million of common stock.DuPont received initial deliveries in February 2024 of 6 million shares of common stock.The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the term of the ASR agreement,less an agreed upon di

58、scount.Final settlement is expected in the second quarter 2024.Targeted AcquisitionsOn July 1,2021,DuPont completed the acquisition of the Laird Performance Materials business(the“Laird PM Acquisition”)from Advent International.which was integrated into Interconnect Solutions within the Electronics&

59、Industrial segment.On August 1,2023,the Company completed the acquisition of Spectrum Plastics Group(“Spectrum”)from AEA Investors(the“Spectrum Acquisition”)which is onboarding into Industrial Solutions within the Electronics&Industrial segment.See Note 3 to the Consolidated Financial Statements for

60、 more information.BASIS OF PRESENTATION The M&M Divestitures represent a strategic shift with a related major impact on DuPonts operations and results.Beginning in and subsequent to the second quarter of 2023,the Company has elected to segregate the cash flows from discontinued operations from the c

61、ash flows from continuing operations in accordance with ASC 230,Statement of Cash Flows.The Consolidated Statements of Cash Flows have been recast for all periods to reflect the change in presentation.The Consolidated Financial Statements included in this annual report present the financial position

62、 of DuPont as of December 31,2023 and 2022,the results of operations of DuPont for the years ended December 31,2023,2022 and 2021,and the Consolidated Statements of Cash Flows giving effect to the M&M Divestitures and the N&B Transaction as if each had occurred on January 1,2021,with the historical

63、financial results of the businesses divested as part of the M&M Divestitures(the M&M Businesses)and the N&B Transaction reflected as discontinued operations,as applicable.The comprehensive income related to the M&M Businesses and the N&B business have not been segregated and are included in the Cons

64、olidated Statements of Comprehensive Income,for the year ended December 31,2023,2022 and 2021,as applicable.Unless otherwise indicated,the information in the Notes to the Consolidated Financial Statements refer only to DuPonts continuing operations and do not include discussion of balances or activi

65、ty of the M&M Businesses or N&B.SEGMENT INFORMATIONThe revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the current and historical periods.Indirect costs,such as those related to corporate and shared service functions previously allocated to the M&M Bu

66、sinesses,do not meet the criteria for discontinued operations and remain reported within continuing operations.The Retained Businesses are not included in the scope of the M&M Divestitures and are included in Corporate&Other.See Part II,Item 7,Managements Discussion and Analysis of Financial Conditi

67、on and Results of Operations and Note 23 in this annual report for additional information concerning the Companys operating segments.6ELECTRONICS&INDUSTRIAL Electronics&Industrial is a leading global provider of differentiated materials and component solutions for high performance computing,5G,elect

68、ric vehicles(EV),a broad range of consumer electronics including mobile devices,television monitors,personal computers and a variety of other industries including aerospace,defense,transportation,healthcare and medical devices.The segment supplies industry leading materials and solutions for the fab

69、rication of semiconductors and integrated circuits addressing multiple steps of the manufacturing process.The segment offers a broad portfolio of semiconductor and advanced packaging materials,providing chemical mechanical planarization(CMP)pads and slurries,photoresists and advanced coatings for li

70、thography,removers and cleaners;dielectric and metallization solutions for advanced chip packaging;along with silicones for light emitting diode(LED)packaging and semiconductor applications.Electronics&Industrial also provides permanent and process chemistries for the fabrication of printed circuit

71、boards to include laminates and substrates,electroless and electrolytic metallization solutions,as well as patterning solutions and materials and innovative metallization processes for metal finishing,decorative,and industrial applications and provides high-performance electromagnetic shielding and

72、thermal management solutions.Since the acquisition of Spectrum,Electronics&Industrial also produces specialty medical devices.Electronics&Industrial is a leading global supplier in the packaging graphics industry providing photopolymer plates and platemaking systems used in flexographic printing and

73、 digital inks for textile,commercial and home-office printing applications.The segment also provides cutting-edge materials for the manufacturing of rigid and flexible displays for organic light emitting diode(OLED)and other display applications.In addition,the segment produces high performance part

74、s and specialty silicone elastomers and lubricants to meet customer specifications in automotive,aerospace,electronics,industrial and healthcare markets.Electronics&Industrial addresses these markets by leveraging a strong science and technology base and customer-driven application engineering capab

75、ilities to provide the critical materials and solutions for creating a more connected and digital world.Acquisitions&DivestituresOn August 1,2023,the Company completed the acquisition of Spectrum Plastics Group from AEA Investors.Spectrum is a recognized leader in advanced manufacturing of specialty

76、 medical devices and components with a strategic focus on key therapeutic areas such as structural heart,electrophysiology,surgical robotics and cardiovascular.Spectrum is presented within the Industrial Solutions business.On July 1,2021,the Company completed the acquisition of Laird Performance Mat

77、erials(Laird PM)from Advent International.Laird PM is a leader in high-performance electromagnetic shielding and thermal management solutions.Laird PM is presented within the Interconnect Solutions business.Details on Electronics&Industrials 2023 net sales,by major product line and geographic region

78、,are as follows:2023 Net Sales by Major Product LineIndustrial SolutionsInterconnect SolutionsSemiconductor Technologies2023 Net Sales by Geographic RegionAsia PacificEMEALatin AmericaU.S.&Canada7ProductsMajor applications/market segments and technologies are listed below by major product line:Major

79、 Product LineApplications/Market SegmentsTechnologiesSemiconductor TechnologiesIntegrated circuit fabrication for memory and logic semiconductorsCMP consumables,photolithography materials,semiconductor fabrication materials,fabrication cleaners and removers,advanced chip packaging materials and ther

80、mal management materialsInterconnect SolutionsPrinted circuit board,electronic and industrial finishingCircuit packaging film and laminate materials,interconnect metallization and imaging process chemistries,dry film photoresists,polyimide films,flexible circuit materials,electromagnetic shielding a

81、nd thermal management materialsIndustrial Solutions 1Flexographic printing and inkjet printing,display materials,high performance parts and specialty silicones for automotive,aerospace,electronics,industrial,healthcare and medical device marketsFlexographic printing plates and materials,digital inks

82、,OLED and other display process materials,LED encapsulants,perfluoroelastomer and polyimide parts and shapes,and specialty silicone elastomers and lubricants1.Spectrum,a recently acquired component of the Electronics&Industrial Segment,has been included within the Industrial Solutions business.Key R

83、aw MaterialsThe major commodities,raw materials and supplies for the Electronics&Industrial segment include:p-acetoxystyrene,monomers,pigments and dyes,styrenic block copolymers,copper foil,diglycolamine,hydroxylamine,filler alumina,nickel silver,oxydianiline,palladium,photoactive compounds,polyeste

84、r and other polymer films,polyethylene resins,polyurethane resins,polyvinyl chloride compounds,pyromellitic dianhydride and silicones.Current and Future InvestmentsThe Company invested approximately$70 million in its Electronics&Industrial segment to build new production assets at a Newark,Delaware

85、plant to expand the production of KALREZ perfluoroelastomer parts to meet global customer demand from the semiconductor and industrials sectors.The new assets were fully operational as of November 2023.8WATER&PROTECTION Water&Protection is the global leader in providing innovative engineered product

86、s and integrated systems for a number of industries including,worker safety,water purification and separation,transportation,energy,medical packaging and building materials.Water&Protection addresses the growing global needs of businesses,governments and consumers for solutions that make life safer,

87、healthier and better.Innovation is the business imperative.By uniting market-driven science and engineering with the strength of highly regarded brands including KEVLAR high-strength material,NOMEX thermal-resistant material,CORIAN solid surfaces,TYVEK selective barriers,FILMTEC reverse osmosis elem

88、ents,AMBERLITE ion exchange resins,STYROFOAM insulation and GREAT STUFF insulating foam sealants,the segment strives to bring new products and solutions to solve customers needs faster,better and more cost effectively.Water&Protection is investing in future growth initiatives such as water managemen

89、t solutions,construction productivity solutions,high strength and light weighting composite solutions and circular ecosystem/zero waste solutions.Details on Water&Protections 2023 net sales,by major product line and geographic region,are as follows:2023 Net Sales by Major Product LineSafety Solution

90、sShelter SolutionsWater Solutions2023 Net Sales by Geographic RegionAsia PacificEMEALatin AmericaU.S.&CanadaProductsMajor applications and products are listed below by major product line:Major Product LineApplications/Market SegmentsMajor Products/TechnologiesSafety SolutionsIndustrial personnel pro

91、tection,military and emergency response,medical devices and packaging,automotive,aerospace and oil and gasKEVLAR fiber;NOMEX fiber and paper;TYVEK protective materials;TYCHEM protective suitsShelter SolutionsRigid and spray foam insulation,weatherization,waterproofing and air sealing,caulks and seal

92、ants,roof coatings and decorative surface materialsSTYROFOAM brand insulation products,THERMAX exterior insulation,XENERGY high performance insulation,LIQUIDARMOR flashing and sealant,GREAT STUFF insulating foam sealants and adhesives,CORIAN design solid and quartz surfaces,TYVEK weather resistant b

93、arriersWater SolutionsWater filtration and purification technology for residential,municipal and industrial use.Key industries include municipal drinking water and wastewater,power generation,microelectronics,pharmaceuticals,food and beverage,industrial wastewater reuse,metals and mining and oil and

94、 gas segmentsAMBERLITE ion exchange resins,FILMTEC reverse osmosis and nanofiltration elements,INTEGRAFLUX ultrafiltration modules,FORTILIFE challenging water reverse osmosis membranes and TAPTEC water filtration and purification for drinking water in homes and commercial buildings9Key Raw Materials

95、The major commodities,raw materials and supplies for the Water&Protection segment include:methyl methacrylate,alumina trihydrate,methyl pentanediol,styrene,polysulfone,Terephthaloyl-&Isophthaloyl-chloride,high-density polyethylene,polyethylene,aniline,calcium chloride,divinyl benzene monomers causti

96、c and sulfuric acid.Current and Future InvestmentsThe Company previously announced plans to invest more than$400 million in Water&Protection to increase capacity for the manufacture of TYVEK nonwoven materials at its Luxembourg site due to growing global demand.Start up and scaling for the new TYVEK

97、 operating line began in the first quarter of 2024.CORPORATE&OTHERCorporate&Other includes sales and activity of the Retained Businesses including the Auto Adhesives&Fluids,MultibaseTM and Tedlar product lines.The costs of the M&M Businesses that are classified as discontinued operations include onl

98、y direct operating expenses incurred prior to the November 1,2022 M&M Divestiture and costs which the Company stopped incurring upon the close of the Delrin Divestiture.Indirect costs,such as those related to corporate and shared service functions previously allocated to the M&M Businesses,do not me

99、et the criteria for discontinued operations and remain reported within continuing operations.A portion of these indirect costs related to activities the Company continues to undertake post-closing of the M&M Divestiture,and for which it is reimbursed by Celanese,(“Future Reimbursable Indirect Costs”

100、).In addition,a portion of these indirect costs relate to activities the Company is contractually obligated under the separation agreements to continue to perform post the close of the Delrin Divestiture and for which it is being reimbursed by the divested Delrin business.Future Reimbursable Indirec

101、t 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 includ

102、ed within Operating EBITDA.Corporate&Other includes Stranded Costs and Future Reimbursable Indirect Costs.The results of Corporate&Other include the sales and activity of certain divested businesses including the operations of Biomaterials,Clean Technologies and Solamet business units.Corporate&Othe

103、r 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.10INDUSTRY SEGMENTS AND GEOGRAPHIC REGION RESULTSSee Not

104、e 5 to the Consolidated Financial Statements for net sales by business or major product line.Sales by geographic region are included within Part II,Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations,Results of Operations.See Note 23 to the Consolidated Financ

105、ial Statements for information regarding total net sales and total assets by segment,as well as net sales and long-lived assets by geographic region.SIGNIFICANT CUSTOMERS AND COMPETITIONIn 2023,no significant portion of the Companys sales was dependent upon a single customer.The markets in which the

106、 Company participates compete primarily through technology,range of products and services,performance,quality,reliability,brand,reputation,service and support.The Company provides extensive support,technical services and testing services for its customers,in addition to new product development.The C

107、ompany believes that its proprietary product and process technologies,robust product and application development pipelines,customer intimacy,global manufacturing capability and local service capability enable it to compete successfully.DuPont is a multi-industrial company and is subject to competiti

108、on across all product and service areas.Key competitors include but are not limited to:Electronics&Industrial:Element Solutions,Entegris,Henkel,JSR,Merck KGaA,MKS Instruments,Parker Hannifin,and TOK.Water&Protection:3M,Honeywell,Hydranautics,Kingspan,Kolan,Lanxess,LG Chem,Owens-Corning,Ecolab,Avient

109、,Toray,Teijin,and Yantai.Against this competitive backdrop,value-in-use is the primary driver of price for the Companys products,although price is impacted by many factors including,among others,fluctuations in supply and demand,and availability and cost of key manufacturing inputs including raw mat

110、erials and energy.SOURCES AND AVAILABILITY OF MAJOR RAW MATERIALSIn 2023,DuPont continued to experience the impact of continued demand declines in consumer facing markets,channel inventory destocking and slower industrial demand in China.Prices are driven by global supply and demand.In recent years,

111、raw material prices and availability have been affected by worldwide economic conditions,including supply chain disruptions and inflationary cost pressures.The Company actively works to mitigate impacts of widespread supply chain and logistics issues.DISTRIBUTION Most products are marketed primarily

112、 through the Companys sales organization,although for some product lines,more emphasis is placed on sales through distributors.The Company has a diverse worldwide network which markets and distributes the Companys brands to customers globally.This network consists of the Companys sales and marketing

113、 organization partnering with distributors,independent retailers,cooperatives and agents throughout the world.BACKLOG In general,the Company does not manufacture its products against a backlog of orders and does not consider backlog to be a significant indicator of the level of future sales activity

114、.Production and inventory levels are typically based on the level of incoming orders as well as projections of future demand.However,from time to time in limited instances the Company does operate against a backlog for certain products,which has in the past resulted,and in the future may result,from

115、 the availability of raw materials from third-party suppliers.Therefore,the Company believes that backlog information is generally not meaningful to understanding its overall business and should not be considered a reliable indicator of the Companys ability to achieve any particular level of revenue

116、 or financial performance.INTELLECTUAL PROPERTYThe Companys businesses differentially manage their respective intellectual property estates to support Company strategic priorities,which can include leveraging intellectual property within and across product lines.Trade Secrets:Trade secrets are an im

117、portant part of the Companys intellectual property.Many of the processes used to make products are kept as trade secrets which,from time to time,may be licensed to third parties.DuPont vigilantly protects all of its intellectual property including its trade secrets.When the Company discovers that it

118、s trade secrets have been unlawfully taken,it reports the matter to governmental authorities for investigation and potential criminal action,as appropriate.In addition,the Company takes measures to mitigate any potential impact,which may include civil actions seeking redress,restitution and/or damag

119、es based on loss to the Company and/or unjust enrichment.11Patents:The Company applies for and obtains patents in many countries,including the U.S.,and has access to a large patent portfolio,both owned and licensed.DuPonts rights under these patents and licenses,as well as the products made and sold

120、 under them,are important to the Company in the aggregate.The Company considers various intellectual property protections and strategic business priorities when deciding whether to apply for or maintain a patent.The protection afforded by patents varies based on country,scope of individual patent co

121、verage,as well as the availability of legal remedies in each country and type of patent protection.The term of these patents is approximately twenty years from the filing date in general,but varies depending on country and type of patent protection.DuPonts significant patent estate may be leveraged

122、to align with the Companys strategic priorities within and across product lines.At December 31,2023,the Company owned about 12,700 patents and patent applications globally.Approximately 78 percent of the Companys patent estate has a remaining term of more than 5 years.Trademarks:The Company owns or

123、licenses many trademarks that have significant recognition at the consumer retail level and/or the product line to product line level.Ownership rights in trademarks do not expire if the trademarks are continued in use and properly protected.ENVIRONMENTAL REGULATORY MATTERSDuPont operates global manu

124、facturing,product handling and distribution facilities that are subject to a broad array of environmental laws and regulations.For more information see:(1)Environmental Proceedings on page 27,(2)Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on page 35

125、,(3)Notes 1 and 16 to the Consolidated Financial Statements.ENVIRONMENTAL SOCIAL AND GOVERNANCE(ESG)DuPonts purpose is to empower the world with the essential innovations to thrive.The Company operates within four core values of protecting safety and health;respect for people;conduct in accordance w

126、ith the highest ethical behavior;and protecting the planet.DuPonts sustainability strategy is focused on driving innovations to create sustainable solutions that help address the most pressing challenges facing society and the planet;enhancing the sustainability of its operations and facilities;and

127、protecting the health and well-being of its employees and communities.In 2019,DuPont announced its 2030 Sustainability Goals,including its Acting on Climate Goal-to reduce greenhouse gas(GHG)emissions measured from a base year of 2019 and deliver carbon neutral operations by 2050.In the second quart

128、er 2023,DuPont announced it had strengthened its climate goals.Additional information about DuPonts sustainability strategy and 2030 Goals can be found on its website as discussed below and in several areas of this report,including:Managements Discussion and Analysis of Financial Condition and Resul

129、ts of Operations beginning on page 35.Information about DuPonts ESG-related policies,programs,initiatives and goals is available under Sustainability in the About Us section of its website.The Companys 2023 Sustainability Report,which is aligned to the Global Reporting Initiative(“GRI”)Standards and

130、 the Sustainability Accounting Standards Board(SASB)frameworks,includes information based on the businesses and facilities owned and operated by the Company during the calendar year 2022.As such,the 2023 Sustainability Report,and certain other information under Sustainability,do not reflect and have

131、 not been adjusted to reflect,among other things,the Delrin Divestiture.The 2023 Sustainability Report includes discussion of the Companys approach to ESG governance which is overseen by the Companys Board of Directors.In 2022 the Company took further actions to further align its governance and ente

132、rprise risk management practices around climate-related risks with the recommendations of the Task Force on Climate-related Financial Disclosures(TCFD).Additional corporate governance information,including DuPonts amended and restated charter,amended and restated bylaws,corporate governance guidelin

133、es,Board committee charters,and code of business conduct and ethics,is available under Corporate Governance in the For Investors section of the Companys website.Nothing on the DuPont websites shall be deemed incorporated by reference into this Annual Report on Form 10-K.12HUMAN CAPITALFoundational t

134、o the Companys current and future success is its employees,who drive the Companys strategic vision,manage operations and develop products.The Company focuses significant attention on attracting,motivating and retaining talent at all levels.Through training and professional development initiatives,pr

135、omoting a culture of diversity,equity and inclusion,and emphasizing the importance of health,safety and well-being,the Companys aim is to create an environment that fully supports the needs of its employees providing opportunity for financial and career growth,an inclusive and collegial experience a

136、nd purpose in doing work that matters.The Company is committed to upholding a workplace culture that prioritizes the wellbeing and fulfillment of our employees and strongly believes that this approach not only aligns with our values but also positively impacts our long-term performance.To ensure tha

137、t we are consistently fulfilling this commitment,we regularly gather feedback from our colleagues and analyze our progress.Annually,an enterprise-wide engagement survey is conducted,which provides insight into employee morale and aspects of workplace culture like core values,commitment to ethical be

138、havior,teamwork and employee development.The Company is committed to creating a high-performance culture built on continual learning to support the strategic needs of its workforce.The professional growth of our people is essential to the growth of our business.Our annual goal process asks employees

139、 to not only identify three key goals around business contributions but also and one goal focused on self-development.The Company has prioritized learning and career development opportunities for leaders and all employees.The Company offers a diverse set of training,education and development opportu

140、nities,both formally and informally,throughout the year.All employees take part in a mix of on-the-job training and appropriate learning and training opportunities focusing on topics that are the most critical and relevant to each employees job function.Employees have the freedom to create meaningfu

141、l development plans,identify goals,and take steps to achieve them.The Company believes that diversity,equity and inclusion(DE&I)is central to high employee engagement and seeks to foster an environment where employees can bring their authentic selves to work each day.The more perspectives there are,

142、the more ideas that can be generated,which makes DE&I a driver of innovation,and therefore,integral to the Companys success.DuPont believes that it can fulfill its purpose with the full commitment,participation,creativity,energy,and cooperative spirit of a diverse workforce.The Company provides its

143、Equal Employment Opportunity Employer Information Report(EEO-1),and other information on its DE&I efforts under Diversity,Equity&Inclusion in the About Us and Sustainability sections of its website.Nothing on the DuPont websites shall be deemed incorporated by reference into this Annual Report on Fo

144、rm 10-K.The Company is committed to ensuring equal opportunity for growth and fulfillment for its employees and to positively impacting communities in which it operates.The Companys employee-led Employee Resource Groups(“ERGs”)help cultivate a culture of acceptance where employees feel not only acce

145、pted,but celebrated,at every level.ERGs are open to everyone,people who share a common affinity and their allies.As of December 31,2023,the Company has eight corporate ERGs-DuPont Black Employees Network,DuPont Asian Group,DuPont Pride Network,DuPont Latin Network,DuPont Womens Network,DuPont Vetera

146、ns Network,DuPont Early Career Network,and DuPont Persons with Disabilities and Allies-all of which have regional and local chapters through the Company.Each group is actively sponsored by senior leadership,helping model and promote inclusive values and behaviors.The Company also offers DE&I tools a

147、nd resources to educate managers and employees on cultivating and maintaining an inclusive work environment.These resources include networking and mentoring practices,and opportunities for participation in external conferences and events,among others.Annual DE&I Awards celebrate individuals and team

148、s that are making a difference in the work environment and help inspire further actions.Organizational culture is only as strong and resilient as its leaders;therefore,DuPont invests in leadership development.DuPont provides programming,including programming with bespoke curriculum,assessment and co

149、aching,to give leaders the skills and tools they need to support our employees through balanced leadership.Annually,our senior leadership is asked to identify key talent with aspiration and high potential to develop into advanced levels of leadership.The Companys success also depends on the well-bei

150、ng of employees,including physical,mental and emotional health.DuPont employees have access to online health resources through our global wellness provider to help them improve their overall well-being,including a health assessment,healthy habit building and tracking,videos and content to reduce str

151、ess and increase resilience,better sleep habits,nutrition guides,company wellness challenges,and financial wellness education.The Company continues to provide no-cost Employee Assistance Program(EAP)services to all employees globally and their immediate household members.All employees also have the

152、support of the Companys Health Services teams,which provides onsite and intranet-based services to support and monitor the health and welfare of employees.The Companys larger manufacturing and research sites have onsite clinics where employees can get occupational care,first aid treatment,travel vac

153、cinations and referrals for off-site medical care.The Company continuously strives for zero workplace injuries,occupational illnesses and incidents.The Companys safety metrics are continually measured against this goal,and DuPonts Environmental,Health,Safety&Sustainability Committee is charged with

154、driving improvements in the Companys health and safety practices.Health 13Services also assesses health risks across DuPont to find out which health concerns are most important to the Companys employees,conducts medical surveillance exams based on occupational risks and regulatory compliance priorit

155、ies flagged by DuPonts Environmental,Health and Safety team.DuPont continues to embrace workplace flexibility wherever possible,recognizing that different jobs and teams have different requirements.In office environments DuPont supports hybrid working,allowing employees to mix on-site and remote wor

156、king.In lab and production environments where remote working options are limited,DuPont continues to embrace flexible scheduling as feasible.These flexible working arrangements allow the Company to gain the best of what both remote and on-site working have to offer while improving well-being,reducin

157、g travel,and benefiting the environment.As of December 31,2023,the Company employed approximately 24,000 people worldwide.Approximately 33 percent of employees were in Asia Pacific,17 percent were in the EMEA,3 percent were in Latin America and 47 percent were in the U.S and Canada.Within the United

158、 States,about 5,000 employees were in non-exempt or hourly-rate positions.AVAILABLE INFORMATIONThe Company is subject to the reporting requirements under the Securities Exchange Act of 1934.Consequently,the Company is required to file reports and information with the Securities and Exchange Commissi

159、on(SEC),including reports on the following forms:annual report on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K,and amendments to those reports filed or furnished pursuant to Section 13(a)or 15(d)of the Securities Exchange Act of 1934.The SEC maintains an Internet site at http

160、:/www.sec.gov that contains reports,proxy and information statements,and other information regarding issuers that file electronically with the SEC,from which the public may obtain any materials the Company files with the SEC.The Companys annual report on Form 10-K,quarterly reports on Form 10-Q,curr

161、ent reports on Form 8-K and amendments to those reports are also accessible on DuPonts website at http:/ by clicking on the section labeled Investors,then on Filings&Reports.These reports are made available,without charge,as soon as is reasonably practicable after the Company files or furnishes them

162、 electronically with the SEC.DuPont webcasts its quarterly earnings calls and certain events it participates in or hosts with members of the investment community under For Investors section,in the About Us section of the Companys website.Additionally,DuPont provides notifications of news or announce

163、ments regarding its financial performance,including SEC filings,investor events,news and earnings releases under For Investors.The Company has used,uses and intends to continue to use,its website as means of disclosing material non-public information and for complying with its disclosure obligations

164、 under SECs Regulation FD.The contents of the Companys websites,including those referenced above and elsewhere in this report,are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document DuPont has or in the future may file with the SEC,and

165、 any references to the Companys websites are intended to be inactive textual references only.14ITEM 1A.RISK FACTORSThe Companys operations could be affected by various risks,many of which are beyond its control.Based on current information,the Company believes that the following identifies the most

166、material risk factors that could affect its operations.Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.Risks Relating to the M&M Divestitures,N&B Transaction and the Dow and Co

167、rteva DistributionsDuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of the Mobility&Materials business to Celanese and divestiture of the Delrin business to TJC(the M&M Divestitures),fail to qualify f

168、or their intended tax treatment.Prior to the closing of the M&M Divestitures,DuPont engaged in certain internal reorganization activities to separate into and to separately align the legal entities holding the M&M Business and the Delrin business for disposition.DuPont has recognized a tax liability

169、 pursuant to these reorganization activities related to the M&M Divestitures.However,if certain of these internal reorganization activities fail to qualify for their intended tax treatment under U.S.federal,state,local tax and/or foreign tax law,DuPont could incur additional tax liabilities.The sepa

170、ration and combination of DuPonts Nutrition&Biosciences business with IFF could result in a significant tax liability to DuPont.The distribution by DuPont to its stockholders of all the issued and outstanding shares of N&B through the Exchange Offer(N&B Distribution)and the merger of N&B with a whol

171、ly-owned subsidiary of IFF(N&B Merger)are expected to be tax-free to DuPont stockholders for U.S.federal income tax purposes(except to the extent that cash was paid to DuPont stockholders in lieu of fractional shares pursuant to the N&B Merger Agreement),and the N&B Contribution,defined below,N&B Di

172、stribution,and the one-time payment from N&B to DuPont of approximately$7.3 billion(Special Cash Payment)are expected to result in no recognition of gain or loss by DuPont for U.S.federal income tax purposes.DuPont received an opinion of counsel and also obtained a private letter ruling from the Int

173、ernal Revenue Service(the IRS)regarding certain matters impacting the U.S.federal income tax treatment of the separation and transfer by DuPont of its N&B Business(the“N&B Contribution”),N&B Distribution,Special Cash Payment and certain related transactions.The conclusions of the IRS private letter

174、ruling were based,among other things,on various factual assumptions DuPont authorized and representations DuPont made to the IRS.If any of those assumptions or representations are,or become,inaccurate or incomplete,reliance on the IRS private letter ruling may be affected.If the N&B Contribution and

175、 N&B Distribution failed to qualify for the treatment described above,DuPont would be required to generally recognize a taxable gain on the transactions and stockholders of DuPont who receive N&B Common Stock(and subsequently,IFF Common Stock)would be subject to tax on their receipt of the N&B Commo

176、n Stock.Additionally,if the Special Cash Payment or certain internal transactions related to the separation of the Nutrition&Biosciences business fail to qualify for their intended tax-free treatment under U.S.federal,state,local tax and/or foreign tax law,DuPont could incur additional tax liabiliti

177、es.Under the Tax Matters Agreement by and between DuPont with N&B and IFF,N&B or IFF is generally required to indemnify DuPont for any taxes resulting from the separation of the Nutrition&Biosciences business(and any related costs and other damages)to the extent such amounts resulted from(i)certain

178、actions taken by N&B or IFF involving the capital stock of N&B or IFF or any assets of the N&B group(excluding actions required by the documents governing the proposed transactions),or(ii)any breach of certain representations and covenants made by N&B or IFF.DuPont is subject to continuing contingen

179、t tax-related liabilities of Dow and Corteva following the separations and DWDP Distributions.After the separations and DWDP Distributions,there are several significant areas where the liabilities of Dow and Corteva may become the Companys obligations,either in whole or in part.For example,to the ex

180、tent that any subsidiary of the Company was included in the consolidated tax reporting group of either TDCC or EIDP for any taxable period or portion of any taxable period ending on or before the effective date of the DWDP Merger,such subsidiary is jointly and severally liable for the U.S.federal in

181、come tax liability of the entire consolidated tax reporting group of TDCC or EIDP,as applicable,for such taxable period.In connection with the separations and DWDP Distributions,DuPont,Dow and Corteva have entered into a Tax Matters Agreement,as amended,that allocates the responsibility for prior pe

182、riod consolidated taxes among Dow,Corteva and DuPont.If Dow or Corteva are unable to pay any prior period taxes for which it is responsible,however,DuPont could be required to pay the entire amount of such taxes,and such amounts could be significant.Other provisions of federal,state,local,or foreign

183、 15law may establish similar liability for other matters,including laws governing tax-qualified pension plans,as well as other contingent liabilities.In connection with the separations and DWDP Distributions,certain liabilities are allocated to or retained by DuPont through assumption or indemnifica

184、tion of Dow and/or Corteva,as applicable.If DuPont is required to make payments pursuant to these indemnities to Dow and/or Corteva,DuPont may need to divert cash to meet those obligations,and the Companys financial results could be negatively impacted.In addition,certain liabilities are allocated t

185、o or retained by Dow and/or Corteva through assumption or indemnification,or subject to indemnification by other third parties.These indemnities may not be sufficient to insure the Company against the full amount of liabilities,including PFAS Stray Liabilities,allocated to or retained by it,and Dow,

186、Corteva and/or third parties may not be able to satisfy their respective indemnification obligations in the future.Pursuant to the DWDP Separation and Distribution Agreement,the DWDP Employee Matters Agreement,and the DWDP Tax Matters Agreement,as amended,(collectively,the“Core Agreements”)with Dow

187、and Corteva,as well as the Letter Agreement between DuPont and Corteva,DuPont has agreed to assume,and indemnify Dow and Corteva for,certain liabilities.Payments pursuant to these indemnities may be significant and could negatively impact the Companys business.Third parties could also seek to hold D

188、uPont responsible for any of the liabilities allocated to Dow and Corteva,including those related to EIDPs materials science and/or agriculture businesses,or for the conduct of such businesses prior to the distributions,and such third parties could seek damages,other monetary penalties(whether civil

189、 or criminal)and/or other remedies.Additionally,DuPont generally assumes and is responsible for the payment of the Companys share of(i)certain liabilities of DowDuPont relating to,arising out of or resulting from certain general corporate matters of DuPont and(ii)certain separation expenses not othe

190、rwise allocated to Corteva or Dow(or allocated specifically to it)pursuant to the Core Agreements,and third parties may seek to hold it responsible for Dows or Cortevas share of any such liabilities.Dow and/or Corteva,as applicable,have agreed to indemnify it for such liabilities;however,such indemn

191、ities may not be sufficient to protect it against the full amount of such liabilities or from other remedies,and Dow and/or Corteva,as applicable,may not be able to fully satisfy their indemnification obligations.Even if DuPont ultimately succeeds in recovering from Dow and/or Corteva,as applicable,

192、any amounts for which DuPont is held liable,DuPont may be temporarily required to bear these losses.Each of these risks could negatively affect the Companys business,financial condition,results of operations and cash flows.Generally,as described in Litigation,Environmental Matters and Indemnificatio

193、ns,losses from liabilities related to discontinued and/or divested operations and businesses of EIDP that are not primarily related to its agriculture business or specialty products business,(“Stray Liabilities”),are allocated to or shared by each of Corteva and DuPont.Stray Liabilities include liab

194、ilities arising out of actions to the extent related to or resulting from EIDPs development,testing,manufacture or sale of per-or polyfluoroalkyl substances,(“PFAS Stray Liabilities”),that are not otherwise defended and indemnified by Chemours.At December 31,2023,the Company has recorded an indemnif

195、ication liability related to Stray Liabilities.The Company recognizes an indemnification liability when a loss is reasonably probable and can be reasonably estimated.While the Company has established processes and controls over the information to support its accounting for indemnification liabilitie

196、s with each of Corteva and Dow,the Company is reliant on the accuracy,transparency,completeness and timeliness of information from the applicable party,either Corteva or Dow,that retains direct liability for the underlying matter.Estimating indemnified costs of environmental remediation and complian

197、ce activities is particularly difficult since such activities are dependent on the nature of and activity at specific sites;new and evolving analytical,operating and remediation technologies and techniques;agreed action plans;changes in environmental regulations;permissible levels of specific compou

198、nds in water,air or soil;enforcement theories and policies,including efforts to recover natural resource damages;and the presence and financial viability of other potentially responsible parties.At December 31,2023,the Company had recorded indemnification assets related to Stray Liabilities and othe

199、r matters.Although the Company believes it is remote,there can be no assurance that any such third-party would have adequate resources to satisfy its indemnification obligation when due,or,would not ultimately be successful in claiming defenses against payment.Even if recovery from the third-party i

200、s ultimately successful,DuPont may be temporarily required to bear these losses.Each of these risks could negatively affect the Companys business,financial condition,results of operations and cash flows.See discussion of the Core Agreements in Note 4 to the Consolidated Financial Statements and Liti

201、gation,Environmental Matters and Indemnifications in Note 16 to the Consolidated Financial Statements.On January 22,2021,DuPont,Corteva and Chemours entered into a cost sharing arrangement related to future eligible PFAS costs.The Companys results of operations could be adversely affected by litigat

202、ion and other commitments and contingencies,including expected performance under and impact of the cost sharing arrangement.16While reducing uncertainty,the Company expects to benefit from the cost sharing arrangement related to future PFAS eligible costs,achievement of any such benefits may not be

203、realized and depend on a number of factors and uncertainties that include,but are not limited to:the achievement,terms and conditions of final agreements related to the cost sharing arrangement;the outcome of any pending or future litigation related to PFAS or PFOA,including personal injury claims a

204、nd natural resource damages claims;the extent and cost of ongoing remediation obligations and potential future remediation obligations;changes in laws and regulations applicable to PFAS chemicals,changes in applicable health advisory levels and in chronic reference doses for PFAS in drinking water;t

205、he performance by each of the parties of their respective obligations under the cost sharing arrangement.DuPont faces risks arising from various unasserted and asserted litigation matters,including product liability,patent infringement and other intellectual property disputes,contract and commercial

206、 litigation,claims for damage or personal injury,antitrust claims,governmental regulations and other actions.An adverse outcome in any one or more of these matters could be material to the Companys business,results of operations,financial condition and cash flows.In the ordinary course of business,D

207、uPont may make certain commitments,including representations,warranties and indemnities relating to current and past operations,including those related to divested businesses,and DuPont may issue guarantees of third-party obligations.If DuPont is required to make payments as a result,they could exce

208、ed the amounts accrued therefor,thereby adversely affecting the Companys results of operations.If the completed distribution of Corteva or Dow,in each case,together with certain related transactions,were to fail to qualify for non-recognition treatment for U.S.federal income tax purposes,then the Co

209、mpany could be subject to significant tax and indemnification liability.The completed distributions of Corteva and Dow were each conditioned upon the receipt of an opinion from Skadden,Arps,Slate,Meagher&Flom LLP,the Companys tax counsel,regarding the qualification of the applicable distribution alo

210、ng with certain related transactions as a tax-free transaction under Section 355 and Section 368(a)(1)(D)of the Internal Revenue Code of 1986,as amended(the“Code,”and such opinions,collectively,the“Tax Opinions”).The Tax Opinions relied on certain facts,assumptions,and undertakings,and certain repre

211、sentations from the Company,Dow and Corteva,as applicable,as well as the IRS Ruling(as defined below).Notwithstanding the Tax Opinions and the IRS Ruling,the Internal Revenue Service(the“IRS”)could determine on audit that either,or both,of the distributions and certain related transactions should be

212、 treated as taxable transactions if it determines that any of these facts,assumptions,representations or undertakings are not correct or have been violated,or that the distributions should be taxable for other reasons,including if the IRS were to disagree with the conclusions of the Tax Opinions.Eve

213、n if a distribution otherwise constituted a tax-free transaction to stockholders under Section 355 of the Code,the Company could be required to recognize corporate level tax on such distribution and certain related transactions under Section 355(e)of the Code if the IRS determines that,as a result o

214、f the DWDP Merger or other transactions considered part of a plan with such distribution,there was a 50 percent or greater change in ownership in the Company,Dow or Corteva,as relevant.In connection with the DWDP Merger,the Company sought and received a private letter ruling from the IRS regarding t

215、he proper time,manner and methodology for measuring common ownership in the stock of the Company,EIDP and TDCC for purposes of determining whether there was a 50 percent or greater change of ownership under Section 355(e)of the Code as a result of the DWDP Merger(the“IRS Ruling”).The Tax Opinions re

216、lied on the continued validity of the IRS Ruling and representations made by the Company as to the common ownership of the stock of TDCC and EIDP immediately prior to the DWDP Merger,and concluded that there was not a 50 percent or greater change of ownership for purposes of Section 355(e)as a resul

217、t of the DWDP Merger.Notwithstanding the Tax Opinions and the IRS Ruling,the IRS could determine that a distribution or a related transaction should nevertheless be treated as a taxable transaction to the Company if it determines that any of the Companys facts,assumptions,representations or undertak

218、ings was not correct or that a distribution should be taxable for other reasons,including if the IRS were to disagree with the conclusions in the Tax Opinions that are not covered by the IRS Ruling.Generally,corporate taxes resulting from the failure of a distribution to qualify for non-recognition

219、treatment for U.S.federal income tax purposes would be imposed on the Company.Under the DWDP Tax Matters Agreement,as amended,that the Company entered into with Dow and Corteva,Dow and Corteva are generally obligated to indemnify the Company against any such taxes imposed on it.However,if a distribu

220、tion fails to qualify for non-recognition treatment for U.S.federal income tax purposes for certain reasons relating to the overall structure of the DWDP Merger and the distributions,then under the DWDP Tax Matters Agreement,as amended,the Company and Corteva,on the one hand,and Dow,on the other han

221、d,would share the tax liability resulting from such failure in accordance with the relative equity values of the Company and Dow on the first full trading day following the distribution of Dow,and the Company and Corteva would in turn share any such resulting tax liability in accordance with the rel

222、ative equity values of the Company and Corteva on the first full trading day following the distribution of Corteva.Furthermore,under the terms of the DWDP Tax Matters Agreement,as amended,a party also generally will be responsible for any taxes imposed on the other parties that arise from the failur

223、e of either distribution to qualify as tax-free for 17U.S.federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment,to the extent such failure to qualify is attributable to actions,events or transactions

224、 relating to such party,or such partys affiliates,stock,assets or business,or any breach of such partys representations made in connection with the IRS Ruling or in any representation letter provided to a tax advisor in connection with certain tax opinions,including the Tax Opinions,regarding the ta

225、x-free status of the distributions and certain related transactions.To the extent that the Company is responsible for any liability under the DWDP Tax Matters Agreement,as amended,there could be a material adverse impact on the Companys business,financial condition,results of operations and cash flo

226、ws in future reporting periods.Risks Relating to DuPonts Business and Results of OperationsDuPont may not realize the anticipated benefits of its share repurchase programs and any failure to repurchase the Companys common stock after DuPont has announced its intention to do so may negatively impact

227、the Companys stock price.Subsequent to year end,in the first quarter 2024,the Companys Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to$1 billion of common stock(“the$1B Program”).The$1B Program terminates on June 30,2025,unless extended o

228、r shortened by the Board of Directors.In the first quarter 2024,DuPont entered an ASR agreement with one counterparty for the repurchase of about$500 million of common stock.The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock

229、during the term of the ASR agreement,less an agreed upon discount.Final settlement is expected in the second quarter of 2024.Under this or any other future share repurchase programs,DuPont may make share repurchases through a variety of methods,including open share market purchases or privately nego

230、tiated transactions off market,including additional ASR agreements in accordance with applicable federal securities laws.The timing and amount of any repurchases,if any,will depend on factors such as the stock price,economic and market conditions,and corporate and regulatory requirements.Any failure

231、 to repurchase shares after the Company has announced its intention to do so may negatively impact DuPonts reputation,investor confidence and the price of the Companys common stock.The existence of share repurchase programs could cause the price of the Companys common stock to be higher than it othe

232、rwise would be and could potentially reduce the market liquidity for DuPont stock.Although these programs are intended to enhance long-term stockholder value,there is no assurance they will do so because the market price of DuPont common stock may decline below the levels at which we repurchased sha

233、res and short-term stock price fluctuations could reduce the effectiveness of the programs.Repurchasing common stock will reduce the amount of cash DuPont has available to fund working capital,capital expenditures,strategic acquisitions or business opportunities and other general corporate requireme

234、nts,and the Company may fail to realize the anticipated benefits of these share repurchase programs.Supply chain and operational disruptions,including those as a result of pandemics and climate change,and volatility in energy and raw material costs,could significantly increase costs and expenses,adv

235、ersely impact the Companys sales and earnings and impact access to sources of liquidity.The Companys manufacturing processes and operations depend on the continued availability of energy and raw materials,the costs of which are subject to worldwide supply and demand as well as other factors beyond t

236、he Companys control,including potential legislation to address climate change by reducing greenhouse gas emissions,creating a carbon tax or implementing a cap and trade program which could create increases in costs and price volatility.Operational changes and transition to renewable energy sources t

237、o meet country,NGO and corporate-level net-zero GHG emissions pledges and related decarbonization technology investments,may require the Company to make significant capital investments,re-qualify its products with certain suppliers,as well as meet additional regulatory and compliance requirements an

238、d could result in higher cost and expenses.Climate change increases the frequency and severity of potential supply chain and operational disruptions from weather events and natural disasters.The chronic physical impacts associated with climate change,for example,increased temperatures,changes in wea

239、ther patterns and rising sea levels,could significantly increase costs and expenses and create additional supply chain and operational disruption risks.Supply chain disruptions,plant and/or power outages,labor shortages and/or strikes,geo-political activity,weather events and natural disasters,inclu

240、ding hurricanes or flooding that impact coastal regions,and global health risks or pandemics could seriously harm the Companys operations as well as the operations of the Companys customers and suppliers.In addition,the Companys suppliers may experience capacity limitations in their own operations o

241、r may elect to reduce or eliminate certain product lines.To address this risk,generally,the Company seeks to have many sources of supply for key raw materials in order to avoid significant dependence on any one or a few suppliers.In addition,and where the supply market for key raw materials is conce

242、ntrated,DuPont takes additional steps to manage its exposure to supply chain risk and price fluctuations through,among 18other things,negotiated long-term contracts some which include minimum purchase obligations.However,there can be no assurance that such mitigation efforts will prevent future diff

243、iculty in obtaining sufficient and timely delivery of certain raw materials.DuPont also takes actions to offset the effects of higher energy and raw material costs through selling price increases,productivity improvements and cost reduction programs.Success in offsetting higher raw material costs wi

244、th price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served.As a result,volatility in these costs may negatively impact the Companys business,results of operations,financial condition and cash flows.DuPonts manufacturing

245、 operations may be adversely affected by impacts of pandemics including government actions and other responsive measures,quarantines and health and availability of essential onsite personnel.DuPont is unable to predict the extent of pandemic related impacts on its business,results of operations,acce

246、ss to sources of liquidity and financial condition which depends on highly uncertain and unpredictable future developments.DuPonts financial results may be materially and adversely impacted by a variety of factors that have not yet been determined,including potential impairments of goodwill and othe

247、r assets.DuPont,when necessary,will take actions,including reducing costs,restructuring actions,and delaying certain capital expenditures and non-essential spend.In addition,the Company may consider further reductions in or furloughing additional operations in response to further and/or deeper decli

248、nes in demand and/or or supply chain disruptions.There can be no guaranty that such actions would significantly mitigate the impact on the companys business,results of operations,access to sources of liquidity or financial condition and the Company may experience materially adverse impacts to its bu

249、siness,results of operations and financial condition as a result of related global economic impacts,including inflationary pressures that have occurred and may continue to occur in the future.The Companys business,results of operations,financial condition and cash flows could be adversely affected b

250、y interruption or regulation of the Companys information technology or network systems and storage of information and other business disruptions.DuPont relies on centralized and local information technology and physical networks and systems,some of which are managed or accessible by third parties,to

251、 process,transmit and store electronic information,and to otherwise manage or support its business.Additionally,the Company collects,stores,processes,uses and has access to certain data,including proprietary business and personal information or data that is subject to privacy and security laws,regul

252、ations,orders and controls or rules imposed by customer or other contracts.The processing and storage of personal information is increasingly subject to privacy and data security regulations,and many such regulations are country or territory-specific.The interpretation and application of data protec

253、tion laws in the U.S.,Europe,including the EU General Data Protection Regulation,Asia Pacific,Latin America and elsewhere are continuing to evolve and may be different across these jurisdictions.The Company seeks to implement these requirements in a compliant manner.Violations of these laws or stand

254、ards could result in criminal or civil sanctions,investigations,or enforcement actions.Even the mere allegation of such violations,could harm the Companys ability to do business,its results of operations,financial position and reputation.Information technology system and/or network disruptions,wheth

255、er caused by acts of sabotage,employee error,malfeasance or other actions,could have an adverse impact on the Companys operations as well as the operations of the Companys customers and suppliers.Other business disruptions may also be caused by security breaches,which could include,for example,attac

256、ks on information technology and infrastructure by hackers,viruses,breaches due to employee error,malfeasance or other actions or other disruptions.DuPont and/or the Companys suppliers may fail to effectively prevent,detect and recover from these or other security breaches and,therefore,such breache

257、s could result in misuse of the Companys assets,loss of property including trade secrets and confidential or personal information,some of which is subject to privacy and security laws,and other business disruptions.As a result,DuPont may be subject to legal claims or proceedings,reporting errors,pro

258、cessing inefficiencies,negative media attention,loss of sales,interference with regulatory compliance which could result in sanctions or penalties,liability or penalties under privacy laws,disruption in the Companys operations,and damage to the Companys reputation,which could adversely affect the Co

259、mpanys business,results of operations,financial condition and cash flows.Like other major corporations,DuPont is the target of cyber-attacks,from time to time,which include phishing,spam emails,hacking,social engineering,industrial espionage and malicious software.DuPont has determined that these at

260、tacks have resulted,and could result in the future,in unauthorized parties gaining access to certain confidential business information.However,risks from previous cybersecurity incidents,have not materially affected,and are not reasonably likely to materially affect,the Company,including its busines

261、s strategy,results of operations or financial.Although,there can be no assurance that DuPont will not suffer such losses in the future.DuPont has engaged and expects to continue to engage in merger and acquisition activity.As part of preparatory and post-closing integration activities,the Company:(i

262、)conducts a cybersecurity risk threat assessment and when evidence of a breach is 19uncovered,conducts additional due diligence;(ii)based on the assessment,the Company develops and implements risk mitigation plans if needed and brings the acquisition under the Companys cyber-attack/breach detection

263、and response programs;and(iii)conducts an internal controls risk and compliance assessment and creates,as needed,responsive action plans intended to mitigate and remediate identified weaknesses in the control environment.DuPont seeks to actively manage the risks within the Companys control that coul

264、d lead to business disruptions and security breaches.As these threats continue to evolve,particularly around cybersecurity,DuPont may be required to expend significant resources to enhance the Companys control environment,processes,practices and other protective measures.Despite these efforts,such e

265、vents could have a material adverse effect on the Companys business,results of operations,financial condition and cash flows.Enforcing the Companys intellectual property rights,or defending against intellectual property claims asserted by others,could adversely affect the Companys business,results o

266、f operations,financial condition and cash flows.Intellectual property rights,including patents,trade secrets,know-how and confidential information,trademarks,tradenames and trade dress,are important to the Companys business.DuPont endeavors to protect the Companys business,products and processes by

267、obtaining and enforcing intellectual property rights under the intellectual property laws of certain jurisdictions around the world.However,DuPont may be unable to obtain or enforce its intellectual property rights in key jurisdictions for various reasons including government policies and regulation

268、s,and changes in such policies and regulations,including changes made in reaction to pressure from non-governmental organizations,or the public generally,which could impact the extent of intellectual property protection afforded by such jurisdictions.DuPont has designed and implemented internal cont

269、rols intended to restrict access to and unauthorized use of the Companys confidential information and trade secrets.Despite these precautions,the Companys confidential information and trade secrets are vulnerable to unauthorized access and use through employee error or actions,theft by employees or

270、third parties,cybersecurity incidents and other security breaches.When unauthorized access and use is discovered,DuPont considers the matter for report to governmental authorities for investigation,as appropriate,and takes measures intended to mitigate any potential impact and to stop unauthorized a

271、ccess.Third parties may also claim the Companys products violate their intellectual property rights.Defending such claims,even those without merit,is time-consuming and expensive.In addition,as a result of such claims,DuPont has and could be required in the future to enter into license agreements,de

272、velop non-infringing products or engage in litigation that could be costly.If challenges are resolved adversely,it could negatively impact the Companys ability to obtain licenses on competitive terms,commercialize new products and generate sales from existing products.Any one or more of the above fa

273、ctors could significantly affect the Companys business,results of operations,financial condition and cash flows.An impairment of goodwill or intangible assets could negatively impact the Companys financial results.In connection with completed acquisitions,DuPont has recorded goodwill and other intan

274、gible assets on our balance sheet.As a result of the DWDP Merger and related acquisition method of accounting,EIDPs assets and liabilities were remeasured and DowDuPont recognized them at fair value.Since certain of the Companys assets,especially those related to the Water&Protection and Electronics

275、 and Industrial segment,and those carried at Corporate&Other at December 31,2023 are heritage EIDP,declines,if any,in projected cash flows could have a material,negative impact on the fair value of the Companys reporting units and assets.Refer to note 14 of the Consolidated Financial Statements for

276、information regarding the goodwill impairment recorded in 2023.In accordance with US GAAP,at least annually or more frequently if impairment indicators are identified,DuPont must assess both goodwill and indefinite-lived intangible assets for impairment.Intangible assets with finite lives are tested

277、 for impairment when events or changes in circumstances indicate their carrying value may not be recoverable.If testing indicates that goodwill or intangible assets are impaired,their carrying values will be written down based on fair values with a charge against earnings.Where DuPont utilizes disco

278、unted cash flow methodologies in determining fair values,significant negative industry or economic trends and forecasts(including projected revenue,gross margins,selling,administrative,research and development expenses,capital expenditures,the weighted average cost of capital,the terminal growth rat

279、es,and the tax rates),disruptions to our business,inability to effectively integrate acquired businesses,unexpected significant change or planned changes in use of our assets,changes in the structure of our business,divestitures,market capitalization declines or increases in associated discount rate

280、s may impair our goodwill and other intangible assets.When DuPont utilizes the market approach in determining fair values,adverse changes in projected EBITDA and derived multiples from comparable market transactions may impair our goodwill.Accordingly,any determination requiring the write-off of a s

281、ignificant portion of goodwill or intangible assets could negatively impact the Companys results of operations.20Failure to effectively manage acquisitions,divestitures,alliances and other portfolio actions could adversely impact the Companys business,results of operations,financial condition and ca

282、sh flows.DuPont continuously evaluates acquisition candidates,including significant transactions,that may strategically fit the Companys business and/or growth objectives.If DuPont is unable to successfully integrate and develop acquired businesses,DuPont could fail to achieve anticipated synergies

283、and cost savings,including any expected increases in revenues and operating results,which could have a material adverse effect on the Companys financial results.DuPont expects to continually review the Companys portfolio of assets for contributions to the Companys objectives and alignment with the C

284、ompanys growth strategy.The Letter Agreement between the Company and Corteva limits DuPonts ability to separate certain businesses and assets to third parties without assigning certain of its indemnification obligations under the DWDP Separation and Distribution Agreement to the transferee of such b

285、usinesses and assets or meeting certain other alternative conditions.DuPont may be unable to meet the conditions under the Letter Agreement,if applicable.Even if the conditions under the Letter Agreement are met or are not applicable,DuPont may not be successful in separating underperforming or non-

286、strategic assets,and gains or losses on the divestiture of,or lost operating income from,such assets may affect the Companys earnings.Moreover,DuPont might incur asset impairment charges related to acquisitions or divestitures that reduce the Companys earnings.In addition,if the execution or impleme

287、ntation of acquisitions,divestitures,alliances,joint ventures and other portfolio actions is not successful and/or the Company fails to effectively manage its cost as its portfolio evolves,it could adversely impact the Companys business,results of operations,financial condition and cash flows.Failur

288、e to maintain a streamlined operating model and sustain operational improvements may reduce the Companys profitability or adversely impact the Companys business,results of operations,financial condition and cash flows.The Companys profitability and margin growth will depend in part on the Companys a

289、bility to maintain a streamlined operating model and drive sustainable improvements,through actions and projects,such as consolidation of manufacturing facilities,transitions to cost-competitive regions and product line rationalizations.A variety of factors may adversely affect the Companys ability

290、to realize the targeted cost synergies,including failure to successfully optimize the Companys facilities footprint,the failure to take advantage of the Companys global supply chain,the failure to identify and eliminate duplicative programs.There can be no assurance that DuPont will be able to achie

291、ve or sustain any or all of the cost savings generated from restructuring actions.The Companys results will be affected by competitive conditions and customer preferences.Demand for the Companys products,which impacts revenue and profit margins,will be affected by(i)the development and timing of the

292、 introduction of competitive products;(ii)the Companys response to downward pricing trends to stay competitive;(iii)changes in customer preferences,order patterns,such as changes in the levels of inventory maintained by customers and the timing of customer purchases which may be affected by announce

293、d price changes and other factors outside of the Companys control;(iv)availability and cost of raw materials and energy,as well as the Companys ability and success in passing through increases in such costs;(v)levels of economic growth in the geographic and end use markets served by the Company;(vi)

294、changes in buying patterns thought to be temporary destocking could be indicative of loss of market share and(vii)the mega-trends in digital transformation,connectivity,automation and ethics,environmental impact and sustainability driven purchasing decisions.The demand for product offerings that ali

295、gn with sustainability goals is expected to continue to increase.Customers are seeking products that are made using environmentally sound practices and materials,and which adhere to ethical and human rights standards.Demand for product offerings that are less carbon-intensive or customers determine

296、support their respective sustainability goals(in areas such as Substances of Concern,Circular Economy,Waste,Water,nature/biodiversity,Responsible Procurement,Human Rights)is expected to continue to increase,driven by end-user and customer demand,investor preference,and government legislative and mar

297、ket-and product-specific actions in response to risks created by climate change.Failure to timely react to these trends and manage the Companys product portfolio and innovation activities responsively could decrease the competitiveness of the Companys products and result in the de-selection of the C

298、ompany as a partner of choice.In addition,the failure to set goals,take actions,make progress and report against,commensurate with relevant market competitors,the Companys sustainability strategy,could harm the Companys reputation,and its ability to compete and to attract top talent,and could result

299、 in increased investor activism and the deselection of the Company as a partner or supplier of choice.Success in achieving the Companys growth objectives is significantly dependent on the timing and market acceptance of the Companys new product offerings,including the Companys ability to renew the C

300、ompanys pipeline of new product offerings and to bring those offerings to market.This ability may be adversely affected by difficulties or delays in product development,such as the inability to identify viable new products,obtain adequate intellectual property protection,or gain market acceptance of

301、 new products.21The Company invests resources in technology and its operational assets to satisfy anticipated demand.There is no guarantee that demand will support the Companys new investments.There are no guarantees that new product offerings will prove to be commercially successful.Additionally,th

302、e Companys expansion into new markets may result in greater-than-expected risks,liabilities and expenses.Failure to attract and retain talented people with the necessary knowledge and experience could adversely affect Companys ability to compete and achieve its strategic goals.Attracting,developing,

303、and retaining talented employees is essential to the Companys successful delivery of products and services,ability to innovate,including developing new products and technologies,and ability to identify trends and develop new markets.Competition for employees can be intense.If the Company is unable t

304、o successfully integrate,motivate and reward its employees,it may not be able to retain them or attract new employee in the future which could adversely impact the Companys ability to compete effectively.The Company may be required to increase salary and/or benefits to attract top performers which c

305、ould significantly increase the Companys costs and adversely impact its results of operations.Risks Relating to Capital Resources and LiquidityChanges in the Companys credit ratings could increase the Companys cost of borrowing or restrict the Companys ability to access debt capital markets.The Comp

306、anys credit ratings are important to the Companys cost of capital.DuPont relies on access to the debt capital markets and other short-term borrowings to finance the Companys long-term and day-to-day operations.A decrease in the ratings assigned to it by the ratings agencies may negatively impact the

307、 Companys access to the debt capital markets and increase the Companys cost of borrowing.The major rating agencies will routinely evaluate the Companys credit profile and assign debt ratings to it.This evaluation is based on a number of factors,which include weighing the Companys financial strength

308、versus business,industry and financial risk.The addition of further leverage to the Companys capital structure could impact the Companys credit ratings.Failure to maintain an investment grade rating at the Companys current level would adversely affect the Companys cost of funding and the Companys re

309、sults of operations and could adversely affect the Companys liquidity and access to the capital markets.Any limitation on the Companys ability to continue to raise money in the debt capital markets could have a substantial negative effect on the Companys liquidity.If DuPont is unable to generate suf

310、ficient cash flow or maintain access to adequate external financing,it could restrict the Companys current operations,activities under its current and future stock buyback programs,and the Companys growth opportunities,which could adversely affect the Companys operating results.A significant percent

311、age of the Companys net sales are generated from the Companys international operations and are subject to economic,geo-political,foreign exchange and other risks.DuPont does business globally in about 50 countries.The percentage of net sales generated by the international operations of DuPont,includ

312、ing U.S.exports,was approximately 68 percent of net sales on a continuing operations basis for the year ended December 31,2023.With Asia Pacific as the Companys largest region by revenue and China as the largest country within the Asia Pacific region and second largest globally by revenue,DuPont exp

313、ects the percentage of the Companys net sales derived from international operations to continue to be significant.Risks related to international operations include:exchange control regulationsfluctuations in foreign exchange ratesforeign investment lawsGDP growth rate,especially in the U.S.and China

314、The Companys international operations expose it to fluctuations in foreign currencies relative to the U.S.dollar,which could adversely affect the Companys results of operations.As of the year ended December 31,2023,the Companys largest currency exposures are the European euro,Chinese renminbi,Japane

315、se yen,South Korean won and Canadian dollar.U.S.dollar fluctuations against foreign currency have an impact to commercial prices and raw material costs in some cases and could result in local price increases if the price or raw material costs is denominated in U.S.dollar.Sales and expenses of the Co

316、mpanys non-U.S.businesses are also translated into U.S.dollars for reporting purposes and fluctuations of foreign currency against the U.S.dollar could impact U.S.dollar-denominated earnings.In addition,the Companys assets and liabilities denominated in foreign currencies can also be impacted by for

317、eign currency exchange rates against the U.S.dollar,which could result in exchange gain or loss from revaluation.DuPont also faces exchange rate risk from the Companys investments in subsidiaries owned and operated in foreign countries.22DuPont has a balance sheet hedging program and actively looks

318、for opportunities in managing currency exposures related to earnings.However,foreign exchange hedging activities bear a financial cost and may not always be available to it or be successful in completely mitigating such exposures.DuPont generates significant amounts of cash outside of the United Sta

319、tes that is invested with financial and non-financial counterparties.While DuPont employs comprehensive controls regarding global cash management to guard against cash or investment loss and to ensure the Companys ability to fund the Companys operations and commitments,a material disruption to the c

320、ounterparties with whom DuPont transacts business could expose it to financial loss.Any one or more of the above factors could adversely affect the Companys international operations and could significantly affect the Companys business,results of operations,financial condition and cash flows.Risks Re

321、lated to Regulatory Changes and ComplianceRisks related to trade disputes,regulations and policies could adversely impact DuPonts results of operations.Trade regulations,policies and disputes can and have increased tariffs,trade barriers,limited the Companys ability to sell certain products to certa

322、in customers,and otherwise impacted the Companys global supply and distribution chains and research and development activities.In particular,trade tensions between the US and China have led to increased trade restrictions on the semiconductor business,particularly exports to China of US-regulated pr

323、oducts and technology,that have affected downstream demand impacting ordering patterns from certain customers of the Semiconductor technologies business.Continuing or expanding trade restrictions or disputes could adversely impact demand for and manufacture,distribution or sale of the Companys produ

324、cts,and restrict access to certain markets,any of which could have a material adverse effect on the Companys results of operations and growth prospects.Chinas policy to enhance domestic supply in sectors where the Company competes,could impact future demand for the Companys products.The costs of com

325、plying with evolving regulatory requirements could negatively impact the Companys business,results of operations,financial condition and cash flows.Actual or alleged violations of environmental laws or permit requirements could result in restrictions or prohibitions on plant operations and substanti

326、al civil or criminal sanctions,as well as the assessment of strict liability and/or joint and several liability.DuPont continues to be subject to extensive federal,state,local and foreign laws,regulations,rules and ordinances relating to pollution,protection of the environment,product content,greenh

327、ouse gas emissions,and the generation,storage,handling,transportation,treatment,disposal and remediation of hazardous substances,which include certain substances of concern,and waste materials.Costs and capital expenditures relating to environmental,health or safety matters are subject to evolving r

328、egulatory requirements and depend on the timing of the promulgation and enforcement of specific standards which impose the requirements.Moreover,changes in the regulatory environment could inhibit or interrupt the Companys operations,require modifications to the Companys products,processes or facili

329、ties or cause the Company to discontinue or relocate the production of certain products.Changes to regulations or the implementation of additional regulations,may result in significant costs or capital expenditures or require changes in business practice that could result in reduced margins or profi

330、tability.Accordingly,environmental,health or safety regulatory matters could result in significant unanticipated costs or liabilities causing a negative impact on the Companys business,cash flows and results of operations.The Companys business,results of operations and reputation could be adversely

331、affected by industry-specific risks including process safety and product stewardship/regulatory compliance issues.DuPont is subject to risks which include,but are not limited to,product safety or quality;shifting consumer preferences and public perception;federal,state,and local regulations on manuf

332、acturing or labeling;packaging,environmental,health and safety regulations;and customer product liability claims.In most jurisdictions,DuPont must test the safety,efficacy and environmental impact of the Companys products to satisfy regulatory requirements and obtain the needed approvals.In certain

333、jurisdictions,DuPont must periodically renew the Companys approvals,which may require it to demonstrate compliance with then-current standards.The regulatory approvals process is lengthy,complex and in some markets unpredictable,with requirements that can vary by product,technology,industry and country.Regulatory standards and trial procedures are continuously changing in response to technological