DuPont de Nemours 10-Q 2022-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38196

DUPONT DE NEMOURS, INC.

(Exact name of registrant as specified in its charter)

(302) 774-3034

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate 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 requirements 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 registrant was required to submit and post 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,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended 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 is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No

The registrant had 496,788,948 shares of common stock, $0.01 par value, outstanding at November 4, 2022.

DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended September 30, 2022

TABLE OF CONTENTS

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-LOOKING 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 address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," and similar expressions and variations or negatives of these words.

Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that are beyond DuPont's control, that 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 DuPont's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the possibility that the Company may fail to realize the anticipated benefits of the $5 billion share repurchase program announced on November 8, 2022 and that the program may be suspended, discontinued or not completed prior to its termination on June 30, 2024; (ii) ability to achieve anticipated tax treatments in connection with mergers, acquisitions, divestitures, (including in connection with the divestiture of the majority of its historic Mobility & Materials segment to Celanese completed on November 1, 2022, and DuPont’s pursuit of plans to divest the Delrin® acetal homopolymer business), and other portfolio changes actions and impact of changes in relevant tax and other laws; (iii) indemnification of certain legacy liabilities; (iv) risks and costs related to each of the parties respective performance under and the impact of the arrangement to share future eligible PFAS costs by and between DuPont, Corteva and Chemours; (v) failure to timely close on anticipated terms (or at all), realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with mergers, acquisitions, divestitures and other portfolio changes; (vi) risks and uncertainties, including increased costs and the ability to obtain raw materials and meet customer needs, related to operational and supply chain impacts or disruptions, which may result from, among other events, the COVID-19 pandemic and actions in response to it, and geo-political and weather related events; (vii) ability to offset increases in cost of inputs, including raw materials, energy and logistics; (viii) risks, including ability to achieve, and costs associated with DuPont’s sustainability strategy including the actual conduct of the company’s activities and results thereof, and the development, implementation, achievement or continuation of any goal, program, policy or initiative discussed or expected; and (ix) other risks to DuPont's business, operations; each as further discussed in DuPont’s most recent annual report and subsequent current and periodic reports filed with the U.S. Securities and Exchange Commission. 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 include, 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 DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. You should 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 change, except as otherwise required by securities and other applicable laws.

DuPont de Nemours, Inc.

Consolidated Statements of Operations

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Comprehensive Income

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Condensed Consolidated Balance Sheets

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

• Overview

• Result of Operations

• Segment Results

• Changes in Financial Condition

OVERVIEW

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

As of September 30, 2022, the Company has $2.0 billion of working capital and approximately $1.8 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations.

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

Mobility & Materials Divestitures

On November 1, 2022 DuPont completed the previously announced divestiture of the majority of the historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”). On February 17, 2022, the Company entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese"). Refer to Note 24 - Subsequent Events for further information. The Company also announced on February 18, 2022 that its Board of Directors approved of the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture"), subject to entry into a definitive agreement and satisfaction of closing conditions. The Delrin® Divestiture together with the M&M Divestiture discussed above (the "M&M Divestitures") represent a strategic shift that will have a major impact on DuPont's operations and results.

The financial position of DuPont as of September 30, 2022 and December 31, 2021 present the businesses to be divested as part of the M&M Divestiture and the Delrin® Divestiture (the "M&M Businesses") as assets and liabilities held for sale, presented as discontinued operations. The results of operations for the three and nine months ended September 30, 2022 and 2021 present the financial results of the M&M Businesses as discontinued operations. The cash flows and comprehensive income of the M&M Businesses have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income, respectively, for all periods presented. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the M&M Businesses. See Note 4 to the interim Consolidated Financial Statements for additional information.

The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, previously reported within the historic Mobility & Materials segment, (the "Retained Businesses") are not included in the scope of the M&M Divestitures. Effective with the signing of the Transaction Agreement, the Retained Businesses were realigned to Corporate & Other. The reporting changes have been retrospectively applied for all periods presented.

Recent Developments

Macroeconomic Conditions

Certain macroeconomic factors, including the inflationary cost environment and supply chain disruptions, along with the novel coronavirus (“COVID-19”) and its variants, continue to adversely impact the global economy, including certain suppliers of the Company’s key raw materials. As a result of COVID-19, the Company qualified for a tax credit of payroll taxes under the Employee Retention Credit (“ERC”) pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act and American Rescue Plan Act. In the third quarter of 2022, the Company recorded approximately $59 million of benefit to the ERC for full year 2020 and Q1 2021 payroll taxes previously paid. The benefit was recorded as an offset to the Cost of Sales, Research and Development Expenses ("R&D") and Selling, General and Administrative Expenses ("SG&A"), with a portion, approximately $7 million, of the benefit relating to discontinued operations. The Company anticipates receiving a refund of the credit in 2023.

Within the third quarter of 2022, while end-market demand remained strong, the Company experienced rising costs of raw materials, logistic and energy due to inflationary pressures, rising interest rates and foreign currency impacts, particularly in EMEA. At this time, the Company is not able to predict the extent to which these macroeconomic events may impact its consolidated results of operations or financial condition. In addition, the Company is assessing the recently announced US regulations covering the export of semiconductor materials into China and is monitoring developments to determine the potential impact of these regulations to the Semiconductor business.

The Inflation Reduction Act of 2022 ("IRA") was signed into law on August 16, 2022. The IRA introduces a new 15% corporate minimum tax, based on adjusted financial statement income of certain large corporations. Applicable corporations would be allowed to claim a credit for the minimum tax paid against regular tax in future years. While this tax law change does not have an immediate effect, the Company will continue to evaluate its impact as further information becomes available. The Inflation Reduction Act also includes an excise tax that would impose a 1% surcharge on stock repurchases, effective January 1, 2023.

Russia, Belarus, Ukraine

With respect to the war in the Ukraine, the Company’s business and operational environment is impacted by, among other things, responsive governmental actions including sanctions imposed by the U.S. and other governments. In the second quarter of 2022, the Company exited substantially all business operations in Russia, the net sales from which are less than one percent of DuPont’s consolidated net sales in 2021. The Company does not have operations in the Ukraine. DuPont has experienced supply chain challenges and increased logistics, raw material and energy costs due in part to the negative impact on the global economy from the ongoing war in Ukraine. The extent to which the conflict may continue to impact DuPont in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, and the extent of supply chain disruptions. DuPont will continue to monitor the conflict and assess the related sanctions and other effects and may take further actions if necessary.

Dividends

On June 30, 2022, the Company announced that its Board declared a third quarter dividend of $0.33 per share paid on September 15, 2022, to shareholders of record on July 29, 2022.

On October 19, 2022, the Company announced that its Board declared a fourth quarter dividend of $0.33 per share payable on December 15, 2022, to shareholders of record on November 30, 2022.

Laird Acquisition

On July 1, 2021, the Company completed the acquisition of Laird Performance Materials ("Laird PM") from Advent International. The Company paid for the acquisition from existing cash balances. See Note 3 to the interim Consolidated Financial Statements and “Liquidity and Capital Resources” for more information.

N&B Transaction

On February 1, 2021, the Company completed the divestiture of the Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrance Inc. (“IFF”). The distribution was effected through an exchange offer (the “Exchange Offer”) and the consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “N&B Merger” and, together with the Exchange Offer, the “N&B Transaction”).

The results of operations of DuPont for the three and nine months ended September 30, 2021 present the historical financial results of N&B as discontinued operations. The cash flows and comprehensive income related to N&B have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income, respectively, for the applicable periods. Unless otherwise indicated, the information in the notes to the interim Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of N&B. See Note 4 to the interim Consolidated Financial Statements for additional information on the N&B Transaction.

RESULTS OF OPERATIONS

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

1.Corporate & Other includes activities of the Retained Businesses and previously divested businesses Biomaterials, Clean Technologies and Solamet®.

2.Europe, Middle East and Africa.

The Company reported net sales for the three months ended September 30, 2022 of $3.3 billion, up 4 percent from $3.2 billion for the three months ended September 30, 2021, due to an 8 percent increase in local price and product mix, a 3 percent increase in volume, partially offset by a 3 percent decrease in portfolio actions and a 4 percent unfavorable currency impact. Local price and product mix increased across all operating segments, including within Water & Protection (up 13 percent), Electronics & Industrial (up 3 percent) and Corporate & Other (up 10 percent). Local price and product mix increased across all regions. Volume also increased across each segment with Electronics & Industrial (up 4 percent), Water & Protection (up 2 percent) and Corporate & Other (up 5 percent). Portfolio and other changes declined 3 percent driven by Corporate & Other (down 30 percent) due to the sale of the Biomaterials and Clean Technologies businesses. Currency was down 4 percent compared with the same period last year, primarily driven by the weakening of the euro against the U.S. dollar in EMEA (down 10 percent).

Net sales for the nine months ended September 30, 2022 were $9.9 billion, up 6 percent from $9.3 billion for the nine months ended September 30, 2021, due to a 7 percent increase in local price and product mix, a 2 percent increase in volume, partially offset by a 3 percent unfavorable currency impact. Local price and product mix increased across all operating segments, including within Water & Protection (up 12 percent), Electronics & Industrial (up 2 percent) and Corporate & Other (up 10 percent). Local price and product mix increased across all regions. Volume increase was driven by Electronics & Industrial (up 6 percent), partially offset by Water & Protection (down 1 percent), and Corporate & Other was flat. Portfolio and other in total was flat, however, the addition of Laird PM in Electronics & Industrial (up 7 percent) was offset by declines within Corporate & Other (down 27 percent) due to the sale of the Biomaterials, Clean Technologies and Solamet® businesses. Currency was down 3 percent compared with the same period last year, primarily driven by the weakening of the euro against the U.S. dollar in EMEA (down 8 percent).

Cost of Sales

Cost of sales was $2.1 billion for the three months ended September 30, 2022, up from $2.0 billion for the three months ended September 30, 2021. Cost of sales increased for the three months ended September 30, 2022 primarily due to increased sales volume, higher raw materials costs and higher logistics and energy costs, partially offset by a payroll tax credit recognized under the ERC of the CARES Act.

Cost of sales as a percentage of net sales for the three months ended September 30, 2022 was 63 percent compared with 64 percent for the three months ended September 30, 2021.

For the nine months ended September 30, 2022, cost of sales was $6.4 billion, up from $5.9 billion for the nine months ended September 30, 2021. Cost of sales increased for the nine months ended September 30, 2022 primarily due to increased sales volume, currency impacts, and higher raw materials and higher logistics and energy costs, partially offset by a payroll tax credit recognized under the ERC of the CARES Act.

Cost of sales as a percentage of net sales for the nine months ended September 30, 2022 was 64 percent compared with 63 percent for the nine months ended September 30, 2021.

Research and Development Expenses ("R&D")

R&D expenses totaled $129 million in the third quarter of 2022, down from $137 million in the third quarter of 2021. This slight decrease was due to a payroll tax credit recognized under the ERC of the CARES Act. R&D as a percentage of net sales was consistent period over period at 4 percent for the three months ended September 30, 2022 and 2021.

For the first nine months of 2022, R&D expenses totaled $413 million up from $409 million in the first nine months of 2021. R&D as a percentage of net sales was consistent period over period at 4 percent for the nine months ended September 30, 2022 and 2021.

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

SG&A expenses were $356 million in the third quarter of 2022, down from $411 million in the third quarter of 2021. SG&A as a percentage of net sales was 11 percent and 13 percent for the three months ended September 30, 2022 and 2021, respectively. The decline for the three months ended September 30, 2022 as compared with the same period of the prior year was primarily due to currency fluctuations, lower personnel related expenses and a payroll tax credit recognized under the ERC of the CARES Act.

For the first nine months of 2022, SG&A expenses totaled $1,130 million, down from $1,201 million in the first nine months of 2021. SG&A as a percentage of net sales was 11 percent and 13 percent for the nine months ended September 30, 2022 and 2021, respectively. The decline for the nine months ended September 30, 2022 as compared with the same period of the prior year was primarily due to currency fluctuations, lower personnel related expenses and a payroll tax credit recognized under the ERC of the CARES Act.

Amortization of Intangibles

Amortization of intangibles was $146 million in the third quarter of 2022, down from $158 million in the third quarter of 2021. The decrease for the three months ended September 30, 2022 as compared with the same period of the prior year was primarily due to currency fluctuations.

In the first nine months of 2022, amortization of intangibles was $447 million, up from $410 million in the same period of the prior year. The increase for the nine months ended September 30, 2022 as compared with the same period of the prior year was primarily due to the amortization of the intangible assets acquired in the July 1, 2021 Laird PM acquisition.

Restructuring and Asset Related Charges - Net

Restructuring and asset related charges - net were zero in the third quarter of 2022, down from $1 million in the third quarter of 2021. The activity in the third quarter of 2021 is related to the 2020 Restructuring Program.

In the first nine months of 2022, restructuring and asset related charges - net were $101 million, up from $8 million in the same period last year. The activity for the nine months of 2022 includes a $94 million impairment charge related to an equity method investment. The activity for the nine months of 2021 is primarily related to the 2020 Restructuring Program.

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

Acquisition, Integration and Separation Costs

Acquisition, integration and separation costs were $7 million in the third quarter of 2022, down from $29 million in the third quarter of 2021. In the first nine months of 2022, acquisition, integration and separation costs were $28 million, down from $58 million in the same period of the prior year. Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees. For the three and nine months ended September 30, 2022 these costs were primarily related to the divestiture of the Biomaterials business unit, the 2021 acquisition of Laird PM and the Intended Rogers Acquisition. Comparatively, for the three and nine months ended September 30, 2021 these costs were primarily associated with the acquisition of Laird PM and the divestitures of the Biomaterials, Clean Technologies and Solamet® business units. See Note 3 to the interim Consolidated Financial Statements for additional information.

Separation costs associated with the M&M Divestitures are reported within "Income from discontinued operations, net of tax" in the interim Consolidated Statements of Operations. See Note 4 to the interim Consolidated Financial Statements for additional information.

Equity in Earnings of Nonconsolidated Affiliates

The Company's share of the earnings of nonconsolidated affiliates was $16 million in the third quarter of 2022, down from $22 million in the third quarter of 2021. In the first nine months of 2022, the Company's share of the earnings of nonconsolidated affiliates was $62 million, down from $65 million in the first nine months of 2021. The decrease is primarily due to lower equity earnings across the portfolio in the third quarter of 2022.

Sundry Income (Expense) - Net

Sundry income (expense) - net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments and assets, non-operating pension and other post-employment benefit plan credits or costs, and certain litigation matters. Sundry income (expense) - net in the third quarter of 2022 was income of $26 million compared with income of $1 million in the third quarter of 2021. The third quarter of 2022 primarily included income related to non-operating pension and other post-employment benefit credits of $7 million, interest income of $5 million, a $6 million adjustment to gain on prior divestitures and foreign currency exchange gains of $5 million. The third quarter of 2021 primarily included benefits related to non-operating pension and other post-employment benefit credits of $9 million, and adjustments to previous gains on divestiture and sales of other assets of $8 million, partially offset by foreign currency exchange losses of $19 million.

In the first nine months of 2022, sundry income (expense) - net was income of $123 million compared with income of $155 million. The first nine months of 2022 primarily included benefits related to income related to non-operating pension and other post-employment benefit credits of $20 million, miscellaneous income of $11 million, foreign currency exchange gains of $9 million and net gain on the sale of the Biomaterials division of $26 million and $37 million related to the sale of a land use right within the Water & Protection segment. The first nine months of 2021 included benefits related to the sale of assets within Corporate & Other and the Electronics & Industrial segment of $140 million and $28 million, respectively, and income related to non-operating pension and other post-employment benefit credits of $22 million, partially offset by miscellaneous expenses of $17 million and foreign currency exchange losses of $35 million.

Interest Expense

Interest expense was $128 million and $115 million for the three months ended September 30, 2022 and 2021, respectively. Interest expense was $370 million and $390 million for the nine months ended September 30, 2022 and 2021, respectively. The increase in interest expense for the three months ended September 30, 2022 compared to the same period of the prior year primarily relates to increased commercial paper borrowing and intra-quarter borrowing on the 364-day Revolving Credit Facility. The decrease in interest expense nine months ended September 30, 2022 compared to the same period of the prior year primarily relates to the reduction in long-term debt following the N&B Transaction, specifically the early repayment of the $3.0 billion Term Loan Facilities in February 2021 and the redemption of the May 2020 Notes completed in May 2021. Refer to Note 15 to the interim Consolidated Financial Statements for additional information.

Provision for Income Taxes on Continuing Operations

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attribute. The effective tax rate on continuing operations for the third quarter of 2022 was 27.9 percent, compared with an effective tax rate of 23.6 percent for the third quarter of 2021. The effective tax rate differential for the third quarter of 2022 was driven by the cumulative impact of currency fluctuation and the geographic mix of earnings. The effective tax rate differential for the second quarter of 2021 included a $12 million tax benefit relating to the impact of changes in tax law enacted during the quarter. For the first nine months of 2022, the effective tax rate on continuing operations was 23.8 percent, compared with 14.2 percent for the first nine months of 2021. The effective tax rate for the third quarter and for the first nine months of 2021 was principally the result of a $59 million tax benefit related to the step-up in tax basis in the goodwill of the Company's European regional headquarters legal entity.

SEGMENT RESULTS

Effective February 2022, the revenues and certain expenses of the M&M Businesses were classified as discontinued operations in the current and historical periods. The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines within the historic Mobility & Materials segment (the "Retained Businesses") are not in the scope of the M&M Divestitures. Effective with the signing of the Transaction Agreement, the Retained Businesses were realigned to Corporate & Other. The reporting changes have been retrospectively reflected for all periods presented.

The Mobility & Material Businesses costs that are classified as discontinued operations include only direct operating expenses incurred by the M&M Businesses which the Company will cease to incur upon the close of the M&M Divestitures. Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations. A portion of these indirect costs include costs related to activities the Company will continue to undertake post-closing of the M&M Divestiture, and for which it will be reimbursed (“Future Reimbursable Indirect Costs”). Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items. Reconciliations of these measures can be found in Note 23 to the interim Consolidated Financial Statements.

ELECTRONICS & INDUSTRIAL

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

Electronics & Industrial net sales were $1,511 million for the three months ended September 30, 2022, up 3 percent from $1,467 million for the three months ended September 30, 2021. Net sales increased due to a 4 percent increase in volume and a 3 percent increase in local price, partially offset by 4 percent unfavorable currency impact. Volume growth was led by Semiconductor Technologies which was driven by continued transition to more advanced node technologies and high performance computing, including cloud and data centers. Volume gains in Industrial Solutions were driven by growth in electronics applications, healthcare and aerospace markets. Within Interconnect Solutions, volume gains in industrial-end markets and for applications requiring electromagnetic shieldingg and thermal management were more than offset by declines in smartphones, consumer electronics and automotive markets.

Operating EBITDA was $473 million for the three months ended September 30, 2022, which remained flat compared with $475 million for the three months ended September 30, 2021. Volume growth and price gains were offset by higher raw materials logistic and energy costs and lower equity earnings.

Electronics & Industrial net sales were $4,574 million for the nine months ended September 30, 2022, up 12 percent from $4,087 million for the nine months ended September 30, 2021. Net sales increased due to a 7 percent increase in portfolio, a 6 percent increase in volume and a 2 percent increase in local price, partially offset by 3 percent unfavorable currency impact. The portfolio impact reflects the July 1, 2021 acquisition of Laird PM. Volume growth was led by Semiconductor Technologies which was driven by transition to more advanced node technologies, growth in high performance computing and 5G communications. Within Industrial Solutions, volume gains were driven by higher demand in healthcare and industrial-end markets as well as continued strength in electronics applications. Within Interconnect Solutions, volume gains driven by Laird acquisition and higher demand in industrial films, were more than offset by weakness in consumer electronics, smartphones, and automotive.

Operating EBITDA was $1,429 million for the nine months ended September 30, 2022, up 7 percent compared with $1,335 million for the nine months ended September 30, 2021 driven by strong volume growth and price gains, the acquisition of Laird PM, partially offset by higher raw materials and logistics costs and higher plant start up costs.

WATER & PROTECTION

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

Water & Protection net sales were $1,534 million for the three months ended September 30, 2022, up 10 percent from $1,397 million for the three months ended September 30, 2021. Net sales increased due to a 13 percent increase in local price and a 2 percent increase in volume, partially offset by a 5 percent unfavorable currency impact. Local price & product mix gains were driven by broad-based actions across all lines of business to offset continued cost inflation, led by Shelter Solutions and Safety Solutions. Volume growth was driven by strong global demand across all technologies within Water Solutions.

Operating EBITDA was $382 million for the three months ended September 30, 2022, up 8 percent compared with $353 million for the three months ended September 30, 2021 driven by volume increases and pricing gains which together more than offset higher raw material, logistics and energy costs, changes in product mix and unfavorable currency impacts.

Water & Protection net sales were $4,460 million for the nine months ended September 30, 2022, up 8 percent from $4,137 million for the nine months ended September 30, 2021. Net sales increased due to a 12 percent increase in local price, partially offset by a 3 percent unfavorable currency impact and a 1 percent decrease in volume. Demand in Shelter Solutions residential commercial construction markets as well as increased demand for water technologies within Water Solutions were offset by volume declines in Safety Solutions. Within Water & Protection pricing actions throughout the segment were driven by Shelter Solutions and Safety Solutions.

Operating EBITDA was $1,071 million for the nine months ended September 30, 2022, up 1 percent compared with $1,060 million for the nine months ended September 30, 2021 as pricing actions were partially offset by higher raw material, logistics and energy costs, as well as product mix and unfavorable currency impacts.

Corporate & Other

Corporate & Other includes sales and activity of the Retained Businesses including the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, previously reported in the historic Mobility & Materials segment. Related to the M&M Divestitures, Corporate & Other includes Stranded Costs and Future Reimbursable Indirect Costs. The results of Corporate & Other include the sales and activity of previously divested businesses including the operations of Biomaterials, Clean Technologies, and Solamet® business units. Corporate & Other also includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable segments.

Corporate & Other net sales were $272 million for the three months ended September 30, 2022, down from $335 million for the three months ended September 30, 2021. Net sales primarily decreased due to the divestitures of the Biomaterials business in May 2022 and the Clean Technologies business in December 2021.

Corporate & Other net sales were $879 million for the nine months ended September 30, 2022, down from $1,096 million for the nine months ended September 30, 2021. Net sales primarily decreased due to the divestitures of the Biomaterials, Clean Technologies and Solamet® businesses, partially offset by an increase in the net sales of the Retained Businesses.

CHANGES IN FINANCIAL CONDITION

Liquidity & Capital Resources

Information related to the Company's liquidity and capital resources can be found in the Company's 2021 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the nine months ended September 30, 2022.

The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase the Company’s optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. The Company’s primary source of incremental liquidity is cash flows from operating activities. Management expects the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company’s and its subsidiaries' obligations as they come due.

The Company's cash and cash equivalents at September 30, 2022 and December 31, 2021 were $1.8 billion and $2.0 billion, respectively, of which $1.5 billion at September 30, 2022 and $1.4 billion at December 31, 2021 were held by subsidiaries in foreign countries, including United States territories. The increase in cash and cash equivalents held by subsidiaries in foreign countries is due to operating cash flows during the period partly offset by repatriation activities. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States.

Total debt at September 30, 2022 and December 31, 2021 was $11.9 billion and $10.8 billion, respectively. The increase was primarily due to the increase in commercial paper issuances.

As of September 30, 2022, the Company is contractually obligated to make future cash payments of $10.7 billion and $5.7 billion associated with principal and interest, respectively, on debt obligations assuming held to maturity. Related to the principal balance, all payments will be due subsequent to December 31, 2022. Related to interest, $514 million will be due in the next twelve months and the remainder will be due subsequent to September 30, 2023. On November 8, 2022, the Company announced its intent to redeem $2.5 billion of 2018 Senior Notes by the end of 2022. Refer to Note 24 - Subsequent Events for additional information.

Revolving Credit Facilities

On April 12, 2022, the Company entered into a new $2.5 billion five-year revolving credit facility (the "Five-Year Revolving Credit Facility"). As of the effectiveness of the Five-Year Revolving Credit Facility, the Company's prior $3 billion five-year revolving credit facility entered in May 2019 was terminated. All material conditions and covenants in the Five-Year Revolving Credit Facility are consistent with those of the prior, terminated credit facility. The Five-Year Revolving Credit Facility is generally expected to remain undrawn and serve as a backstop to the Company’s commercial paper and letter of credit issuance.

On April 12, 2022, the Company entered into an updated $1.0 billion 364-day revolving credit facility (the “2022 $1B Revolving Credit Facility") as the $1.0 billion 364-day revolving credit facility entered in April 2021 (the “2021 $1B Revolving Credit Facility") had an expiration date in mid-April. As of the effectiveness of the 2022 $1B Revolving Credit Facility, the 2021 $1B Revolving Credit Facility was terminated. The 2022 $1B Revolving Credit facility may be used for general corporate purposes.

In July 2022, the Company drew down $600 million under the 364-day Revolving Credit Facility in order to facilitate certain intercompany internal restructuring steps related to the M&M Divestiture. The Company repaid the borrowing in September 2022.

Special Cash Payment

In connection with and in accordance with the terms of the N&B Transaction, prior to consummation of the Exchange Offer and the N&B Merger, DuPont received a one-time cash payment of approximately $7.3 billion, (the "Special Cash Payment") pursuant to the terms of the N&B Separation and Distribution Agreement. The Company utilized the Special Cash Payment to repay the $3 billion Term Loan Facilities and used a portion of the Special Cash Payment to redeem the May 2020 Notes, as discussed below.

Term Loan Facilities

On February 1, 2021, the Company terminated its fully drawn $3 billion term loan facilities. The termination triggered the repayment of the aggregate outstanding principal amount of $3 billion, plus accrued and unpaid interest through and including January 31, 2021. The Company funded the repayment with proceeds from the Special Cash Payment.

May 2020 Debt Offering

On May 1, 2020, the Company completed an underwritten public offering of senior unsecured notes (the “May 2020 Notes”) in the aggregate principal amount of $2 billion of 2.169 percent fixed rate Notes due May 1, 2023 (the “May 2020 Debt Offering”). Upon consummation of the N&B Transaction, the special mandatory redemption feature of the May 2020 Debt Offering was triggered, requiring the Company to redeem all of the May 2020 Notes at a redemption price equal to 100% of the aggregate principal amount of the May 2020 Notes plus accrued and unpaid interest. The Company redeemed the May 2020 Notes on May 13, 2021 and funded the redemption with proceeds from the Special Cash Payment.

Laird Performance Materials

On July 1, 2021, the Company completed the acquisition of Laird PM from Advent International for aggregate consideration of $2.4 billion, which reflects adjustments, including for acquired cash and net working capital. The acquisition is part of the Interconnect Solutions business within the Electronics & Industrial segment. The Company paid for the acquisition from existing cash balances.

Intended Rogers Acquisition

In connection with the Intended Rogers Acquisition, on November 22, 2021, the Company entered into a two-year senior unsecured committed term loan agreement in the amount of $5.2 billion. In October 2022, the facility was amended to extend the lending commitment (as amended the "Amended 2021 Term Loan Facility"). On November 1, 2022, the M&M Divestiture closed and therefore based on the terms of the Amended 2021 Term Loan Facility the commitment was terminated. Refer to Note 24 - Subsequent Events for additional information.

The Amended 2021 Term Loan Facility, the Five-Year Revolving Credit Facility, the 2022 $1B Revolving Credit Facilities and the revolving credit facilities entered into in 2022 contain a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At September 30, 2022, the Company was in compliance with this financial covenant.

Credit Ratings

The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value and remuneration. At November 4, 2022, DuPont's credit ratings were as follows:

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The senior unsecured notes (the "2018 Senior Notes") also contain customary default provisions. The Amended 2021 Term Loan Facility, the Five-Year Revolving Credit Facility, the 2022 $1B Revolving Credit Facilities and the revolving credit facilities entered into in 2022 contain a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At September 30, 2022, the Company was in compliance with this financial covenant.

Summary of Cash Flows

The Company’s cash flows from operating, investing and financing activities, as reflected in the interim Consolidated Statements of Cash Flows, are summarized in the following table. The cash flows related to N&B and the M&M Divestitures have not been segregated and are included in the interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, as applicable.

Cash Flows from Operating Activities

In the first nine months of 2022, cash provided by operating activities was $714 million, compared with $1,660 million in the same period last year. The decrease in cash provided by operating activities was primarily due to an increase in the use of cash related to net working capital and an increase in the credit for deferred income tax and other tax related items.

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

1.Net working capital has been presented to exclude the assets and liabilities related to the M&M Divestitures. The assets and liabilities related to the M&M Divestitures are presented as assets of discontinued operations and liabilities of discontinued operations, respectively.

Cash Flows from Investing Activities

In the first nine months of 2022, cash used for investing activities was $185 million, compared with cash used for investing activities of $2,727 million in the first nine months of 2021.The decrease in cash usage was primarily attributable to a decrease in capital expenditures and a decrease in the acquisition of property and businesses, net of cash divested.

Cash Flows from Financing Activities

In the first nine months of 2022, cash used for financing activities was $480 million compared with cash used for financing activities of $5,921 million in the same period last year. The decrease in cash used for financing activities is primarily attributable to the absence of long-term debt reduction in the current period compared to the prior year period, which included the $2 billion redemption of the May 2020 Notes and repayment of the $3 billion term loan, as well as a decrease in repurchases of common stock versus the prior year period.

Dividends

On June 30, 2022, the Company announced that its Board declared a third quarter dividend of $0.33 per share payable on September 15, 2022, to shareholders of record on July 29, 2022.

On April 21, 2022, the Board of Directors declared a second quarter dividend of $0.33 per share, which was paid on June 15, 2022, to shareholders of record on May 31, 2022.

On February 7, 2022, the Board of Directors declared a first quarter 2022 dividend of $0.33 per share, paid on March 15, 2022, to shareholders of record on February 28, 2022.

On October 19, 2022, the Company announced that its Board declared a fourth quarter dividend of $0.33 per share payable on December 15, 2022, to shareholders of record on November 30, 2022.

Share Buyback Programs

In February 2022, the Company's Board of Directors authorized $1.0 billion share buyback program which expires on March 31, 2023, (the "2022 Share Buyback Program"). During the third quarter, the Company repurchased and retired 4.3 million shares for $250 million under this program. As of September 30, 2022, the Company repurchased and retired a total of 11.9 million shares for $750.0 million under the 2022 Share Buyback Program. Refer to Note 24 - Subsequent Events for additional information on the share repurchase programs.

In the first quarter of 2021, the Company's Board of Directors authorized a $1.5 billion share buyback program, which expired on June 30, 2022 ("2021 Share Buyback Program"). At the expiry of the 2021 Share Buyback Program, the Company had repurchased and retired a total of 19.6 million shares for $1.5 billion.

On June 1, 2019, the Company's Board of Directors authorized a $2.0 billion share buyback program, which expired on June 1, 2021 ("2019 Share Buyback Program"). At the expiry of the 2019 Share Buyback Program, the Company had completed the 2019 Share Buyback Program having repurchased and retired a total cost of 29.9 million shares at a cost of $2.0 billion.

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

Pension and Other Post-Employment Plans

DuPont expects to make additional contributions in the aggregate of approximately $35 million by year-end 2022 to pension and other post-employment benefit plans. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

Restructuring

In October 2021, the Company approved targeted restructuring actions to capture near term cost reductions (the "2021 Restructuring Actions"). As a result of these actions, the Company has recorded pre-tax restructuring charges of $55 million inception to date, comprised of $33 million of severance and related benefit costs and $22 million of asset related charges. At September 30, 2022, total liabilities related to the 2021 Restructuring Actions were $17 million for severance and related benefits. Actions related to the 2021 Restructuring Program are substantially complete.

In March 2020, the Company approved restructuring actions designed to capture near-term cost reductions and to further simplify certain organizational structures in anticipation of the N&B Transaction (the "2020 Restructuring Program"). As a result of these actions, the Company recorded pre-tax restructuring charges of $159 million inception-to-date, consisting of severance and related benefit costs of $107 million and asset related charges of $52 million. Actions associated with the 2020 Restructuring Program are considered substantially complete. Future cash payments related to the 2020 Restructuring Program are anticipated to be $2 million primarily related to the payment of severance and related benefits.

Subsequent to the period end, in October 2022, the Company approved targeted restructuring actions to capture near term cost reductions. The Company expects to incur costs of up to $125 million primarily related to the payment of severance and asset related charges, which will begin in the fourth quarter of 2022 and are expected to be substantially complete by the end of 2023.

See Note 6 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.

See Note 21 to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the Company's 2021 Annual Report on Form 10-K for information on the Company's utilization of financial instruments and an analysis of the sensitivity of these instruments.

Evaluation of Disclosure Controls and Procedures

The Company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the Company's reports filed or submitted under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

As of September 30, 2022, the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 1. LEGAL PROCEEDINGS

The Company and its subsidiaries are subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for third party property damage or personal injury stemming from alleged environmental torts. Information regarding certain of these matters is set forth below and in Note 16 to the interim Consolidated Financial Statements.

Litigation

See Note 16 to the interim Consolidated Financial Statements.

Environmental Proceedings

The Company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations. The description is included per Regulation S-K, Item 103(c) of the Securities Exchange Act of 1934.

Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection

In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La Place, Louisiana. EID sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015. Subsequent to this inspection, the U.S. Environmental Protection Agency (“EPA”), the U.S. Department of Justice (“DOJ”), the Louisiana Department of Environmental Quality (“DEQ”), the Company (originally through EID), and Denka began discussions in the spring of 2017 relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair. DuPont, Denka, EPA, DOJ and DEQ are continuing these discussions, which include potential settlement options.

New Jersey Directive PFAS

On March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Directive and Notice to Insurers to a number of companies, including Chemours, DowDuPont, EID, and certain DuPont subsidiaries. NJDEP’s allegations relate to former operations of EID involving poly- and perfluoroalkyl substances, (“PFAS”), including PFOA and PFOA- replacement products. The NJDEP seeks past and future costs of investigating, monitoring, testing, treating, and remediating New Jersey’s drinking water and waste systems, private drinking water wells and natural resources including groundwater, surface water, soil, sediments and biota. The Directive seeks certain information as to future costs and information related to the historic uses of PFAS and replacement chemicals including “information ranging from use and discharge of the chemicals through wastewater treatment plants, air emissions, and sales of products containing the chemicals to current development, manufacture, use and release of newer chemicals in the state.”

Other than the risk factor set forth below, there have been no material changes in the Company's risk factors discussed in Part I, Item 1A, Risk Factors, in the Company’s 2021 Annual Report on Form 10-K for the year ended December 31, 2021.

DuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of its historic Mobility & Materials segment to Celanese, and in connection with DuPont’s pursuit of plans to divest the Delrin® acetal homopolymer business (the “Delrin® Business”), fail to qualify for their intended tax treatment.

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

On February 18, 2022, DuPont also announced that its Board of Directors approved the divestiture of the Delrin® Business subject to entry into a definitive agreement and satisfaction of customary closing conditions. There can be no assurance as to the outcome, timing or ability to realize expected benefits from the Delrin® Business divestiture process.

Prior to the Closing of the M&M Divestiture, DuPont engaged in certain internal reorganization activities to separate the M&M Business, and in certain cases in connection therewith, the Delrin® Business, into separate subsidiaries and to align the subsidiaries holding the M&M Business for disposition in a tax-efficient manner. DuPont has recognized a tax liability related to the M&M Divestiture. However, if certain internal transactions related to the separation of the M&M Business and/or of the Delrin® Business 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.

DuPont may not realize the anticipated benefits of its share repurchase programs and any failure to repurchase the Company’s common stock after DuPont has announced its intention to do so may negatively impact the Company’s stock price.

On November 7, 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock. This new repurchase authorization is in addition to the $250 million remaining under the Company’s existing share repurchase program which was approved in February 2022. The Company intends to enter accelerated share repurchase agreements ( “ASR Agreements”) imminently, for the repurchase of an aggregate of $3.25 billion of common stock with $250 million of such repurchases under the existing program and the remaining $3 billion under the new program. new repurchase program terminates on June 30, 2024, unless extended or shortened by the Board of Directors.

Under these or any other future share repurchase programs, DuPont may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions, including additional ASR agreements in accordance with applicable federal securities laws. The timing and amount of any repurchases, if any, will on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements. Any failure to repurchase shares after the Company has announced its intention to do so may negatively impact DuPont’s reputation, investor confidence and the price of the Company’s common stock.

The existence of these share repurchase programs could cause the price of the Company’s common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for DuPont stock. 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 shares 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 requirements, and the Company may fail to realize the anticipated benefits of these share repurchase programs.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of the Company’s common stock by the Company during the three months ended September 30, 2022:

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

None.

*Filed herewith

**The Company has omitted certain schedules and other similar attachments to such agreement pursuant to Item 601(a)(5) of

Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.

†Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DUPONT DE NEMOURS, INC.

Registrant

Date: November 8, 2022