Delrin® Divestiture

On November 1, 2023, the Company closed the Delrin® Divestiture. DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable in the amount of $350 million, (the "Delrin® Note Receivable") and acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”). The customary transaction adjustments primarily relate to $27 million of cash transferred with the Delrin® Divestiture for which DuPont was reimbursed at closing resulting in net cash proceeds of $1.25 billion. TJC, through its subsidiaries, holds the 80.1 percent controlling interest in Derby. The Company accounts for its equity interest in Derby as an equity method investment based upon its non-controlling equity interest, its $350 million par value intra-entity note receivable owed by an indirect, wholly owned subsidiary of Derby and its representation on the Derby board of directors. The note receivable has a maturity date of November 2031. The Company has limited continuing involvement with Derby including short term transition service agreements and insignificant sales to the Delrin® business.

As a result of the Delrin® Divestiture, and included as part of the $419 million gain on the sale, the Company initially recognized the 19.9 percent equity interest and the $350 million note receivable at fair values of $121 million and $224 million, respectively, which are recorded in "Investments and noncurrent receivables" in the interim Condensed Consolidated Balance Sheets. The fair value of the equity interest was determined using the enterprise value based on sales proceeds and a market approach primarily based on restricted stock studies. The fair value of the note receivable was determined using a market approach primarily based on current market interest rates for similar credit facilities and the duration of the note. The financial results of Derby, subsequent to the transaction date, are included in DuPont's interim Condensed Consolidated Financial Statements with a three-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with DuPont’s accounting policy. Refer to Note 11 for additional information.

The interim results of operations for the three months ended March 31, 2023, represent the Delrin® business unless otherwise indicated. The following table summarizes the interim results of operations of the M&M Divestitures which are presented as discontinued operations as summarized below:


In millions	Three Months Ended March 31, 2023
Net sales	$	147
Cost of sales	84
Research and development expenses	1



Acquisition, integration and separation costs 1	54

Sundry income (expense) - net	2
Income from discontinued operations before income taxes	$	10
Provision for income taxes on discontinued operations	6
Income from discontinued operations, net of tax	$	4

Gain on sale, net of tax 2	$	24
Income from discontinued operations attributable to DuPont stockholders, net of tax	$	28

1. Includes costs related to both the M&M Divestiture and the Delrin® Divestiture, which primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees.

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

Other Discontinued Operations Activity

The Company recorded a gain from discontinued operations, net of tax of $14 million and a loss of $8 million for the three months ended March 31, 2024 and 2023, respectively.

Discontinued operations activity consists of the following:


Income (Loss) from Discontinued Operations, Net of Tax	Three Months Ended March 31,
In millions	2024		2023
M&M Divestitures 1	$	(6)	$	28
MOU Activity 2	(9)		(5)
Indemnification activity - environmental and legal 3	(5)		(29)
Tax related matters 4	35		—
Other	(1)		(2)
Income (loss) from discontinued operations, net of tax	$	14	$	(8)

1.The three months ended March 31, 2024 primarily includes Acquisition, integration and separation costs.

2.Includes the activity for the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva Inc ("Corteva"), E. I. du Pont de Nemours and Company ("EIDP") and the Company. Refer to Note 14 for additional information.

3.Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between Corteva and EIDP. For additional information on these matters, refer to Note 14.