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 March 31, 20212022

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)
Delaware81-1224539
State or other jurisdiction of incorporation or organization(I.R.S. Employer Identification No.)
974 Centre RoadBuilding 730WilmingtonDelaware19805
(Address of Principal Executive Offices)(Zip Code)

(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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDDNew York Stock Exchange

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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.
Large Accelerated FilerAccelerated filer¨
Non-accelerated filer¨Smaller reporting company
Emerging growth company

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 532,142,336508,526,549 shares of common stock, $0.01 par value, outstanding at April 30, 2021.May 4, 2022.


Table of Contents
DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q
For the quarterly period ended March 31, 20212022

TABLE OF CONTENTS

PAGE
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 4.
Item 5.
Item 6.

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Table of Contents
DuPont de Nemours, Inc.

Throughout this Quarterly Report on Form 10-Q, except as otherwise noted by the context, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries. On June 1, 2019, DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc. (“DuPont”) (for certain events prior to June 1, 2019, the Company may be referred to as DowDuPont). Beginning on June 3, 2019, the Company's common stock is traded on the New York Stock Exchange under the ticker symbol "DD."

On April 1, 2019, the Company completed the separation of the materials science business through the spin-off of Dow Inc., (“Dow”) including Dow’s subsidiary The Dow Chemical Company (the “Dow Distribution”). On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary E. I. du Pont de Nemours and Company (“EID”), (the “Corteva Distribution and together with the Dow Distribution, the “DWDP Distributions”).

On 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 transaction (the “N&B Transaction”) that resulted in IFF issuing shares to DuPont stockholders.

The financial position of DuPont as of March 31, 2021 and December 31, 2020 and the results of operations of DuPont for the three months ended March 31, 2021 and 2020 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 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 N&B.

On March 8, 2021, DuPont announced entry into a definitive agreement to acquire the Laird Performance Materials business, subject to regulatory approval and customary closing conditions, (the “proposed Laird PM Acquisition”).

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. Capitalized terms used in this section but not defined below have the meanings assigned in the Notes to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

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 parties’ ability to achievemeet expectations regarding the timing, completion integration, and accounting and tax treatments relatedof the M&M Divestiture to Celanese, including (x) any failure to obtain necessary regulatory approvals, anticipated tax treatment or to satisfy any of the other conditions to the proposed Laird PM Acquisition;transaction, (y) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies could impact the value, timing or pursuit of the proposed transaction, and (z) risks and costs and pursuit and/or implementation, timing and impacts to business operations of the separation of business lines in scope for the M&M Divestiture to Celanese, (ii) the timing and outcome of the Delrin® Business Divestiture, including entry into definitive agreements, and the risks, costs and ability to achieve expectedrealize benefits synergies and operating efficiencies in connection withfrom the proposed Laird PM Acquisition withinpursuit of the expected time frames or at all or to successfully integrate the Laird Performance Materials business;Delrin® Business Divestiture; (iii) ability to achieve anticipated tax treatments in connection with the N&B Transaction or the DWDP Distributions; (iv)mergers, acquisitions, divestitures and other portfolio changes actions and impact of changes in relevant tax and other laws; (v)(iv) indemnification of certain legacy liabilities of EID in connection with the Corteva Distribution; (vi)liabilities; (v) risks and costs related to each of the parties respective performance under and the impact of the cost sharing arrangement to share future eligible PFAS costs by and between DuPont, Corteva and The Chemours Company related to future eligible PFAS costs; (vii)Chemours; (vi) 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 alliances, joint ventures and other portfolio changes including meeting conditions under the Letter Agreement entered in connection withIntended Rogers Acquisition and the Corteva Distribution, related to the transfer of certain levels of assets and businesses; (viii) uncertainty as to the long-term value of DuPont common stock; (ix)M&M Divestitures; (vii) 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 novel coronavirus (COVID-19)COVID-19 pandemic and actions in response to it, and geo-political and weather related events; (viii) ability to offset increases in cost of inputs, including raw materials, energy and logistics; (ix) 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 responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities) on DuPont’s business, resultsdevelopment, implementation, achievement or continuation of operations, access to sources of liquidity and financial condition which depend on highly uncertain and unpredictable future developments, including, but not limited to, the duration and spread of the COVID-19 outbreak, its severity, the actions to contain the virusany goal, program, policy or treat its impact, and how quickly and to what extent normal economic and operating conditions resume;initiative discussed or expected; and (x) other risks to DuPont's business, operations; each as further discussed in detail in and results of operations as discussed in DuPont'sDuPont’s most recent annual report on Form 10-K forand subsequent current and periodic reports filed with the year ended
4


Table of Contents
December 31, 2020U.S. Securities and its subsequent reports on Form 10-Q and Form 8-K.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-lookingforward 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.






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Table of Contents
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
DuPont de Nemours, Inc.
Consolidated Statements of Operations

Three Months Ended March 31,Three Months Ended March 31,
In millions, except per share amounts (Unaudited)In millions, except per share amounts (Unaudited)20212020In millions, except per share amounts (Unaudited)20222021
Net salesNet sales$3,976 $3,670 Net sales$3,274 $3,017 
Cost of salesCost of sales2,512 2,319 Cost of sales2,110 1,861 
Research and development expensesResearch and development expenses156 173 Research and development expenses143 139 
Selling, general and administrative expensesSelling, general and administrative expenses456 482 Selling, general and administrative expenses389 395 
Amortization of intangiblesAmortization of intangibles167 178 Amortization of intangibles153 125 
Restructuring and asset related charges - netRestructuring and asset related charges - net398 Restructuring and asset related charges - net101 
Goodwill impairment charge533 
Integration and separation costs123 
Acquisition, integration and separation costsAcquisition, integration and separation costs
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates26 39 Equity in earnings of nonconsolidated affiliates26 23 
Sundry income (expense) - netSundry income (expense) - net16 212 Sundry income (expense) - net19 
Interest expenseInterest expense146 171 Interest expense120 146 
Income (loss) from continuing operations before income taxes573 (456)
Provision for income taxes on continuing operations32 94 
Income (loss) from continuing operations, net of tax541 (550)
Income (loss) from discontinued operations, net of tax4,857 (60)
Net income (loss)5,398 (610)
Income from continuing operations before income taxesIncome from continuing operations before income taxes279 385 
Provision for (benefit from) income taxes on continuing operationsProvision for (benefit from) income taxes on continuing operations47 (1)
Income from continuing operations, net of taxIncome from continuing operations, net of tax232 386 
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax276 5,012 
Net incomeNet income508 5,398 
Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interestsNet income attributable to noncontrolling interests20 
Net income (loss) available for DuPont common stockholders$5,394 $(616)
Net income available for DuPont common stockholdersNet income available for DuPont common stockholders$488 $5,394 
Per common share data:Per common share data:Per common share data:
Earnings (loss) per common share from continuing operations - basic$0.89 $(0.75)
Earnings (loss) per common share from discontinued operations - basic8.03 (0.08)
Earnings (loss) per common share - basic$8.92 $(0.83)
Earnings (loss) per common share from continuing operations - diluted$0.89 $(0.75)
Earnings (loss) per common share from discontinued operations - diluted8.01 (0.08)
Earnings (loss) per common share - diluted$8.90 $(0.83)
Earnings per common share from continuing operations - basicEarnings per common share from continuing operations - basic$0.42 $0.64 
Earnings per common share from discontinued operations - basicEarnings per common share from discontinued operations - basic0.54 8.28 
Earnings per common share - basicEarnings per common share - basic$0.95 $8.92 
Earnings per common share from continuing operations - dilutedEarnings per common share from continuing operations - diluted$0.42 $0.64 
Earnings per common share from discontinued operations - dilutedEarnings per common share from discontinued operations - diluted0.53 8.26 
Earnings per common share - dilutedEarnings per common share - diluted$0.95 $8.90 
Weighted-average common shares outstanding - basicWeighted-average common shares outstanding - basic604.8 738.6 Weighted-average common shares outstanding - basic512.0 604.8 
Weighted-average common shares outstanding - dilutedWeighted-average common shares outstanding - diluted606.3 738.6 Weighted-average common shares outstanding - diluted513.8 606.3 
See Notes to the Consolidated Financial Statements.
5



DuPont de Nemours, Inc.
Consolidated Statements of Comprehensive Income
Three Months Ended March 31,
In millions (Unaudited)20222021
Net income$508 $5,398 
Other comprehensive (loss) income, net of tax
Cumulative translation adjustments(272)(484)
Pension and other post-employment benefit plans(7)12 
Derivative instruments11 — 
Split-off of N&B— 258 
Total other comprehensive loss(268)(214)
Comprehensive income240 5,184 
Comprehensive income (loss) attributable to noncontrolling interests, net of tax13 (3)
Comprehensive income attributable to DuPont$227 $5,187 
See Notes to the Consolidated Financial Statements.
6



DuPont de Nemours, Inc.
Condensed Consolidated Statements of Comprehensive IncomeBalance Sheets
Three Months Ended March 31,
In millions (Unaudited)20212020
Net income (loss)$5,398 $(610)
Other comprehensive (loss) income, net of tax
Cumulative translation adjustments(484)(404)
Pension and other post-employment benefit plans12 
Split-off of N&B258 
Total other comprehensive loss(214)(402)
Comprehensive income (loss)5,184 (1,012)
Comprehensive loss attributable to noncontrolling interests, net of tax(3)(2)
Comprehensive income (loss) attributable to DuPont$5,187 $(1,010)
In millions, except share amounts (Unaudited)March 31, 2022December 31, 2021
Assets
Current Assets
Cash and cash equivalents$1,672 $1,972 
Accounts and notes receivable - net2,327 2,159 
Inventories2,238 2,086 
Prepaid and other current assets189 177 
Assets held for sale242 245 
Assets of discontinued operations7,775 7,664 
Total current assets14,443 14,303 
Property, plant and equipment - net of accumulated depreciation (March 31, 2022 - $4,215; December 31, 2021 - $4,142)5,668 5,753 
Other Assets
Goodwill16,878 16,981 
Other intangible assets6,040 6,222 
Restricted cash and cash equivalents53 53 
Investments and noncurrent receivables821 919 
Deferred income tax assets127 116 
Deferred charges and other assets1,363 1,360 
Total other assets25,282 25,651 
Total Assets$45,393 $45,707 
Liabilities and Equity
Current Liabilities
Short-term borrowings$405 $150 
Accounts payable2,176 2,102 
Income taxes payable197 201 
Accrued and other current liabilities978 1,040 
Liabilities related to assets held for sale31 25 
Liabilities of discontinued operations1,335 1,413 
Total current liabilities5,122 4,931 
Long-Term Debt10,634 10,632 
Other Noncurrent Liabilities
Deferred income tax liabilities1,276 1,459 
Pension and other post-employment benefits - noncurrent733 762 
Other noncurrent obligations837 873 
Total other noncurrent liabilities2,846 3,094 
Total Liabilities18,602 18,657 
Commitments and contingent liabilities00
Stockholders' Equity
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2022: 508,528,772 shares; 2021: 511,792,785 shares)
Additional paid-in capital49,487 49,574 
Accumulated deficit(23,096)(23,187)
Accumulated other comprehensive (loss) income(220)41 
Total DuPont stockholders' equity26,176 26,433 
Noncontrolling interests615 617 
Total equity26,791 27,050 
Total Liabilities and Equity$45,393 $45,707 
See Notes to the Consolidated Financial Statements.
7



DuPont de Nemours, Inc.
Condensed Consolidated Balance Sheets
In millions, except share amounts (Unaudited)March 31, 2021December 31, 2020
Assets
Current Assets
Cash and cash equivalents$4,384 $2,544 
Marketable securities2,001 
Accounts and notes receivable - net2,609 2,421 
Inventories2,499 2,393 
Other current assets184 181 
Assets held for sale863 810 
Assets of discontinued operations20,659 
Total current assets12,540 29,008 
Property, plant and equipment - net of accumulated depreciation (March 31, 2021 - $4,359; December 31, 2020 - $4,256)6,744 6,867 
Other Assets
Goodwill18,511 18,702 
Other intangible assets7,857 8,072 
Restricted cash6,206 
Investments and noncurrent receivables1,059 1,047 
Deferred income tax assets177 190 
Deferred charges and other assets916 812 
Total other assets28,520 35,029 
Total Assets$47,804 $70,904 
Liabilities and Equity
Current Liabilities
Short-term borrowings and finance lease obligations$1,997 $
Accounts payable2,219 2,222 
Income taxes payable189 169 
Accrued and other current liabilities1,129 1,084 
Liabilities related to assets held for sale133 140 
Liabilities of discontinued operations8,610 
Total current liabilities5,667 12,226 
Long-Term Debt10,625 15,611 
Other Noncurrent Liabilities
Deferred income tax liabilities1,918 2,053 
Pension and other post-employment benefits - noncurrent1,040 1,110 
Other noncurrent obligations849 834 
Total other noncurrent liabilities3,807 3,997 
Total Liabilities20,099 31,834 
Commitments and contingent liabilities00
Stockholders' Equity
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2021: 532,090,582 shares; 2020: 734,204,054 shares)
Additional paid-in capital49,964 50,039 
Accumulated deficit(22,618)(11,586)
Accumulated other comprehensive (loss) income(163)44 
Total DuPont stockholders' equity27,188 38,504 
Noncontrolling interests517 566 
Total equity27,705 39,070 
Total Liabilities and Equity$47,804 $70,904 
See Notes to the Consolidated Financial Statements.
8



DuPont de Nemours, Inc.
Consolidated Statements of Cash Flows
Three Months Ended March 31,Three Months Ended March 31,
In millions (Unaudited)In millions (Unaudited)20212020In millions (Unaudited)20222021
Operating ActivitiesOperating ActivitiesOperating Activities
Net income (loss)$5,398 $(610)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net incomeNet income$508 $5,398 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortizationDepreciation and amortization391 772 Depreciation and amortization342 391 
Credit for deferred income tax and other tax related itemsCredit for deferred income tax and other tax related items(105)(164)Credit for deferred income tax and other tax related items(252)(105)
Earnings of nonconsolidated affiliates in excess of dividends received(20)(31)
Net periodic pension benefit cost
Pension contributions(26)(26)
Net gain on sales and split-offs of assets, businesses and investments(4,982)(197)
Earnings of nonconsolidated affiliates less than (in excess of) dividends receivedEarnings of nonconsolidated affiliates less than (in excess of) dividends received18 (20)
Net periodic benefit (credit) costNet periodic benefit (credit) cost(1)
Periodic benefit plan contributionsPeriodic benefit plan contributions(20)(28)
Net loss (gain) on sales and split-offs of assets, businesses and investmentsNet loss (gain) on sales and split-offs of assets, businesses and investments(4,982)
Restructuring and asset related charges - netRestructuring and asset related charges - net404 Restructuring and asset related charges - net101 
Goodwill impairment charge533 
Other net lossOther net loss53 49 Other net loss24 53 
Changes in assets and liabilities, net of effects of acquired and divested companies:Changes in assets and liabilities, net of effects of acquired and divested companies:Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivableAccounts and notes receivable(228)(134)Accounts and notes receivable(254)(228)
InventoriesInventories(174)(134)Inventories(277)(174)
Accounts payableAccounts payable92 236 Accounts payable304 92 
Other assets and liabilities, netOther assets and liabilities, net(27)13 Other assets and liabilities, net(287)(25)
Cash provided by operating activitiesCash provided by operating activities378 718 Cash provided by operating activities209 378 
Investing ActivitiesInvesting ActivitiesInvesting Activities
Capital expendituresCapital expenditures(283)(481)Capital expenditures(251)(283)
Proceeds from sales of property and businesses, net of cash divestedProceeds from sales of property and businesses, net of cash divested31 427 Proceeds from sales of property and businesses, net of cash divested15 31 
Acquisitions of property and businesses, net of cash acquiredAcquisitions of property and businesses, net of cash acquired(11)(73)Acquisitions of property and businesses, net of cash acquired(11)
Purchases of investmentsPurchases of investments— (2,001)
Purchases of investments(2,001)(1)
Other investing activities, netOther investing activities, netOther investing activities, net
Cash used for investing activitiesCash used for investing activities(2,260)(124)Cash used for investing activities(229)(2,260)
Financing ActivitiesFinancing ActivitiesFinancing Activities
Changes in short-term notes payable69 
Proceeds from issuance of long-term debt25 
Changes in short-term borrowingsChanges in short-term borrowings254 — 
Proceeds from issuance of long-term debt transferred to IFF at split-offProceeds from issuance of long-term debt transferred to IFF at split-off1,250 Proceeds from issuance of long-term debt transferred to IFF at split-off— 1,250 
Payments on long-term debtPayments on long-term debt(3,000)(1)Payments on long-term debt— (3,000)
Purchases of common stockPurchases of common stock(500)(232)Purchases of common stock(375)(500)
Proceeds from issuance of Company stockProceeds from issuance of Company stock90 34 Proceeds from issuance of Company stock83 90 
Employee taxes paid for share-based payment arrangementsEmployee taxes paid for share-based payment arrangements(15)(12)Employee taxes paid for share-based payment arrangements(22)(15)
Distributions to noncontrolling interestsDistributions to noncontrolling interests(19)(6)Distributions to noncontrolling interests(18)(19)
Dividends paid to stockholdersDividends paid to stockholders(161)(222)Dividends paid to stockholders(169)(161)
Cash transferred to IFF at split-off(100)
Cash transferred to IFF and subsequent adjustmentsCash transferred to IFF and subsequent adjustments(11)(100)
Other financing activities, netOther financing activities, net(3)Other financing activities, net— (3)
Cash used for financing activitiesCash used for financing activities(2,458)(344)Cash used for financing activities(258)(2,458)
Effect of exchange rate changes on cash, cash equivalents and restricted cashEffect of exchange rate changes on cash, cash equivalents and restricted cash(37)(45)Effect of exchange rate changes on cash, cash equivalents and restricted cash(25)(37)
(Decrease) increase in cash, cash equivalents and restricted cash(4,377)205 
(Decrease) in cash, cash equivalents and restricted cash(Decrease) in cash, cash equivalents and restricted cash(303)(4,377)
Cash, cash equivalents and restricted cash from continuing operations, beginning of periodCash, cash equivalents and restricted cash from continuing operations, beginning of period8,767 1,569 Cash, cash equivalents and restricted cash from continuing operations, beginning of period2,037 8,733 
Cash, cash equivalents and restricted cash from discontinued operations, beginning of periodCash, cash equivalents and restricted cash from discontinued operations, beginning of periodCash, cash equivalents and restricted cash from discontinued operations, beginning of period39 42 
Cash, cash equivalents and restricted cash at beginning of periodCash, cash equivalents and restricted cash at beginning of period8,775 1,577 Cash, cash equivalents and restricted cash at beginning of period2,076 8,775 
Cash, cash equivalents and restricted cash from continuing operations, end of periodCash, cash equivalents and restricted cash from continuing operations, end of period4,398 1,776 Cash, cash equivalents and restricted cash from continuing operations, end of period1,734 4,364 
Cash, cash equivalents and restricted cash from discontinued operations, end of periodCash, cash equivalents and restricted cash from discontinued operations, end of periodCash, cash equivalents and restricted cash from discontinued operations, end of period39 34 
Cash, cash equivalents and restricted cash at end of periodCash, cash equivalents and restricted cash at end of period$4,398 $1,782 Cash, cash equivalents and restricted cash at end of period$1,773 $4,398 
See Notes to the Consolidated Financial Statements.
98



DuPont de Nemours, Inc.
Consolidated Statements of Equity
For the three months ended March 31, 2022 and 2021
In millions (Unaudited)In millions (Unaudited)Common StockAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comp LossTreasury StockNon-controlling InterestsTotal EquityIn millions (Unaudited)Common StockAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comp LossTreasury StockNon-controlling InterestsTotal Equity
Balance at December 31, 2019$$50,796 $(8,400)$(1,416)$$569 $41,556 
Adoption of accounting standards— — (3)— — — (3)
Net (loss) income— — (616)— — (610)
Balance at December 31, 2020Balance at December 31, 2020$$50,039 $(11,586)$44 $— $566 $39,070 
Net incomeNet income— — 5,394 — — 5,398 
Other comprehensive incomeOther comprehensive income— — (394)— (8)(402)Other comprehensive income— — — (207)— (7)(214)
Dividends ($0.30 per common share)Dividends ($0.30 per common share)— (222)— — — — (222)Dividends ($0.30 per common share)— (161)— — — — (161)
Common stock issued/soldCommon stock issued/sold— 34 — — — — 34 Common stock issued/sold— 90 — — — — 90 
Stock-based compensationStock-based compensation— 30 — — — — 30 Stock-based compensation— (4)— — — — (4)
Distributions to non-controlling interestsDistributions to non-controlling interests— — — — — (6)(6)Distributions to non-controlling interests— — — — — (19)(19)
Purchases of treasury stockPurchases of treasury stock— — — — (232)— (232)Purchases of treasury stock— — — — (500)— (500)
Retirement of treasury stockRetirement of treasury stock— — (232)— 232 — — Retirement of treasury stock— — (500)— 500 — — 
Other— (33)— — — (28)
Balance at March 31, 2020$$50,605 $(9,251)$(1,810)$$566 $40,117 
Split-off of N&BSplit-off of N&B(2)— (15,926)— — (27)(15,955)
Balance at March 31, 2021Balance at March 31, 2021$$49,964 $(22,618)$(163)$— $517 $27,705 
Balance at December 31, 2020$$50,039 $(11,586)$44 $$566 $39,070 
Balance at December 31, 2021Balance at December 31, 2021$$49,574 $(23,187)$41 $— $617 $27,050 
Net incomeNet income— — 5,394 — — 5,398 Net income— — 488 — — 20 508 
Other comprehensive lossOther comprehensive loss— — — (207)— (7)(214)Other comprehensive loss— — — (261)— (7)(268)
Dividends ($0.30 per common share)— (161)— — — — (161)
Dividends ($0.33 per common share)Dividends ($0.33 per common share)— (169)— — — — (169)
Common stock issued/soldCommon stock issued/sold— 90 — — — — 90 Common stock issued/sold— 83 — — — — 83 
Stock-based compensationStock-based compensation— (4)— — — — (4)Stock-based compensation— (1)— — — — (1)
Contributions from non-controlling interestsContributions from non-controlling interests— — — — — 
Distributions to non-controlling interestsDistributions to non-controlling interests— — — — — (19)(19)Distributions to non-controlling interests— — — — — (18)(18)
Purchases of treasury stockPurchases of treasury stock— — — — (500)— (500)Purchases of treasury stock— — — — (375)— (375)
Retirement of treasury stockRetirement of treasury stock— — (500)— 500 — Retirement of treasury stock— — (375)— 375 — — 
Split-off of N&B(2)— (15,926)— (27)(15,955)
Balance at March 31, 2021$$49,964 $(22,618)$(163)$$517 $27,705 
OtherOther— — (22)— — (21)
Balance at March 31, 2022Balance at March 31, 2022$$49,487 $(23,096)$(220)$— $615 $26,791 
See Notes to the Consolidated Financial Statements.




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial StatementsBasis of Presentation
In these notes, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries. The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the interim statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the full year. These interim Consolidated Financial Statements should also be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, collectively referred to as the “2020"2021 Annual Report." The interim Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained.

BasisMobility & Materials Intended Divestitures
On February 17, 2022, DuPont entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") to divest a majority of Presentation
Effective August 31, 2017, pursuantthe historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines, (the “M&M Divestiture”). The transaction is expected to close around the mergerend of equals transaction contemplated by2022, subject to customary closing conditions and regulatory approvals. In addition, on February 18, 2022, the AgreementCompany announced it is advancing the process to divest its Delrin® acetal homopolymer (H-POM) business, subject to entry into a definitive agreement and Plansatisfaction of Merger, dated as of December 11, 2015, as amendedcustomary closing conditions. The Delrin® divestiture together with the M&M Divestiture discussed above (the "M&M Divestitures") represents a strategic shift that will have a major impact on March 31, 2017 ("Merger Agreement"), The Dow Chemical Company ("TDCC")DuPont's operations and E. I. du Pont de Nemours and Company ("EID") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, TDCC and EID became subsidiaries of DowDuPont (the "DWDP Merger"). Except as otherwise indicated by the context, the term "TDCC" includes TDCC and its consolidated subsidiaries and "EID" includes EID and its consolidated subsidiaries.results. See Note 4 for more information.

On April 1, 2019,The financial position of DuPont as of March 31, 2022 and December 31, 2021 present the Company completed the separationbusinesses to be divested as part of the materials science business throughM&M Divestiture and the spin-offdivestiture of Dow Inc., (“Dow”Delrin® (the "M&M Businesses") including Dow’s subsidiary TDCC (the “Dow Distribution”). On June 1, 2019,as discontinued operations. The results of operations for the Company completedthree months ended March 31, 2022 and 2021 present the separationfinancial results of the agriculture business throughM&M Businesses as discontinued operations. The cash flows and comprehensive income related to the spin-offM&M Businesses have not been segregated and are included in the interim Consolidated Statements of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EID, (the “Corteva Distribution"Cash Flows and together withinterim Consolidated Statements of Comprehensive Income, respectively, for all periods presented. Unless otherwise indicated, the Dow Distribution,information in the “DWDP Distributions”).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.

FollowingThe Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines previously within the Corteva Distribution, DuPont holdshistoric Mobility & Materials segment (the "Retained Businesses") are not included in the specialty products business as continuing operations. On June 1, 2019, DowDuPont changed its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." doing business as "DuPont." Beginning on June 3, 2019,scope of the Company's common stock is traded on the NYSE under the ticker symbol "DD."intended divestitures. The Retained Businesses are reported in Corporate & Other. The reporting changes have been retrospectively applied for all periods presented.

N&B Transaction
On February 1, 2021, DuPont completed the separation and distribution of the Nutrition & Biosciences business segment (the "N&B Business"), and the merger of Nutrition & Biosciences, Inc. (“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of International Flavors & Fragrances 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”). See Note 24 for more information.

The financial position of DuPont as of March 31, 2021 and December 31, 2020 and the results of operations of DuPont for the three months ended March 31, 2021 and 2020 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 all periods presented.the three months ended March 31, 2021. 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.


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NOTE 2 - RECENT ACCOUNTING GUIDANCE
Accounting Guidance Issued But Not Adopted at March 31, 2022
In October 2021, Segment Realignmentthe FASB issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers. Historically, the Company has recognized contract assets and contract liabilities at the acquisition date based on fair value estimates in accordance with ASC 805, Business Combinations. ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2021-08 to its Consolidated Financial Statements in connection with any future anticipated business combinations.
Immediately following

NOTE 3 - ACQUISITIONS
Intended Rogers Corporation Acquisition
On November 2, 2021, the separationCompany announced that it had entered into a definitive agreement to acquire all the outstanding shares of Rogers Corporation (“Rogers”) for about $5.2 billion (the “Intended Rogers Acquisition”). The acquisition is expected to close late in the second quarter or early in the third quarter of 2022, pending receipt of regulatory approvals and distributionsatisfaction of customary closing conditions. When complete, the acquisition of Rogers is expected to broaden the Company’s presence in the electronic materials market. Rogers is complementary to and aligned strategically with the Company’s existing Electronics & Industrial business.

Laird Performance Materials Acquisition
On July 1, 2021, DuPont completed the acquisition (the "Laird PM Acquisition") of 100% of the N&B Business,ownership interest of Laird Performance Materials (“Laird PM”) from Advent International for aggregate, adjusted cash consideration of approximately $2,404 million. The cash consideration paid included a net upward adjustment of approximately $100 million for acquired cash and net working capital, amongst other items. Laird PM is reported within the Interconnect Solutions business of the Electronics & Industrial segment. The Company made changesaccounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to its managementbe recognized on the balance sheet at their fair values as of the acquisition date. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the acquisition. There were no material updates to the purchase accounting and reporting structure (the “2021 Segment Realignment”) (seepurchase price allocation for the three months ended March 31, 2022. For additional information regarding the acquisition of Laird PM, see Note 22 for additional details). The reporting changes have been retrospectively reflected for all periods presented.3, "Acquisitions," in the 2021 Annual Report.
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NOTE 24 - ACQUISITIONS AND DIVESTITURES
Laird PerformanceMobility & Materials Intended Divestitures
On March 8, 2021,February 17, 2022, DuPont entered into the Transaction Agreement to divest a majority of its historic Mobility & Materials segment, specifically the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines, to Celanese (the “M&M Divestiture”) for $11.0 billion in cash, subject to customary transaction adjustments in accordance with the Transaction Agreement. Closing is expected around the end of 2022, subject to customary closing conditions and regulatory approvals. The Company also announced on February 18, 2022 that it had enteredits Board of Directors approved the divestiture of the Delrin® acetal homopolymer (H-POM) business, subject to entry into a definitive agreement and satisfaction of customary closing conditions, (the Delrin® business together with Advent Internationalthe M&M Divestiture businesses, the "M&M Businesses”). As of March 31, 2022, the Company anticipates a closing date for the sale of Delrin® within a year.

The Company has determined that the M&M Businesses meet the criteria to acquire Laird Performance Materialsbe classified as held for $2.3 billion. sale and that the sale represents a strategic shift that will have a major effect on the Company’s operations and results.

The acquisitionresults of operations of the M&M Businesses are presented as discontinued operations as summarized below:
Three Months Ended March 31,
In millions20222021
Net sales$1,042 $959 
Cost of sales782 651 
Research and development expenses15 17 
Selling, general and administrative expenses51 61 
Amortization of intangibles28 42 
Acquisition, integration and separation costs96 — 
Equity in earnings of nonconsolidated affiliates(1)
Sundry income (expense) - net— (3)
Income from discontinued operations before income taxes69 188 
(Benefit from) Provision for income taxes on discontinued operations(219)33 
Income from discontinued operations, net of tax288 155 
Net income from discontinued operations attributable to noncontrolling interests
Income from discontinued operations attributable to DuPont stockholders, net of tax$286 $149 

The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to the M&M Businesses:
Three Months Ended March 31,
In millions20222021
Depreciation and amortization$45 $73 
Capital expenditures 1
$27 $16 
1.Total capital expenditures are presented on a cash basis.



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The following table summarizes the major classes of assets and liabilities of the M&M Businesses classified as held for sale presented as discontinued operations at March 31, 2022 and December 31, 2021:
In millionsMarch 31, 2022December 31, 2021
Assets
Cash and cash equivalents$39 $39 
Accounts and notes receivable - net632 552 
Inventories880 776 
Other current assets80 59 
Property, plant and equipment - net1,202 1,213 
Goodwill2,566 2,597 
Other intangible assets2,184 2,220 
Investments and noncurrent receivables56 62 
Deferred income tax assets24 27 
Deferred charges and other assets112 119 
Total assets of discontinued operations$7,775 $7,664 
Liabilities
Accounts payable$569 $510 
Income taxes payable21 77 
Accrued and other current liabilities117 157 
Deferred income tax liabilities484 515 
Pension and other post employment benefits - noncurrent90 90 
Other noncurrent liabilities54 64 
Total liabilities of discontinued operations$1,335 $1,413 

M&M Divestiture to Celanese Transaction Agreement
In accordance with Transaction Agreement, consummation of the transaction is expected to close in the third quarter of 2021, subject to the satisfaction or waiver of certain customary mutual closing conditions, including (i) the absence of an injunction in certain agreed jurisdictions that would prohibit consummation of the Transaction and (ii) the expiration or termination of the required waiting, notice or review periods and approvals or clearances under the Hart-Scott-Rodino Act, as amended, and certain other approvals under non-U.S. regulatory laws, as applicable, including, without limitation, the European Union, China, Brazil, Mexico, South Korea and Turkey. The Transaction Agreement contains certain termination rights, including, among others, for each of DuPont and Celanese, if the Transaction is not consummated on or before February 17, 2023, subject to two extensions of three months each if all closing conditions have been satisfied other than those related to the receipt of regulatory approvals and other customary closing conditions, and willthose to be part of the Electronic & Industrials segment. The Company intends to pay for the acquisition from existing cash balances.satisfied at closing.

N&B Transaction
On February 1, 2021, DuPont completed the separation and distribution of the N&B Business, and merger of N&B, a subsidiary DuPont subsidiary formed to hold the N&B Business, with a subsidiary of IFF. The distribution was effected through an exchange offer where, on the terms and subject to the conditions of the Exchange Offer, eligible participating DuPont stockholders had the option to tender all, some or none of their shares of common stock, par value $0.01 per share, of DuPont (the “DuPont Common Stock”) for a number of shares of common stock, par value $0.01 per share, of N&B (the “N&B Common Stock”) and which resulted in all shares of N&B Common Stock being distributed to DuPont stockholders that participated in the Exchange Offer. 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 N&B Transaction was subject to IFF shareholder approval, customary regulatory approvals, tax authority rulings including a favorable private letter ruling from the U.S. Internal Revenue Service which confirms the N&B Transaction to be free of U.S. federal income tax, and expiration of the public exchange offer. DuPont does not have an ownership interest in IFF as a result of the N&B Transaction.

In the Exchange Offer, DuPont accepted approximately 197.4 million shares of its common stock in exchange for about 141.7 million shares of N&B Common Stock as of the date of the N&B Transaction. As a result, DuPont reduced its common stock outstanding by 197.4 million shares of DuPont Common Stock. In the N&B Merger, each share of N&B Common Stock was automatically converted into the right to receive one share of IFF common stock, par value $0.125 per share, based on the terms of the N&B Merger Agreement.

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The results of operations of N&B are presented as discontinued operations as summarized below:
Three Months Ended March 31, 2021Three Months Ended
March 31, 2020
In millions
Net sales$507 $1,551 
Cost of sales352 999 
Research and development expenses21 63 
Selling, general and administrative expenses44 151 
Amortization of intangibles38 355 
Restructuring and asset related charges - net
Integration and separation costs149 74 
Sundry income (expense) - net(2)(1)
Interest expense13 12 
Loss from discontinued operations before income taxes(113)(110)
Benefit from income taxes on discontinued operations(21)(50)
Loss from discontinued operations, net of tax(92)(60)
Non-taxable gain on split-off4,954 
Income (loss) from discontinued operations attributable to DuPont stockholders, net of tax$4,862 $(60)
Three Months Ended March 31, 2021
In millions
Net sales$507 
Cost of sales352 
Research and development expenses21 
Selling, general and administrative expenses44 
Amortization of intangibles38 
Restructuring and asset related charges - net
Acquisition, integration and separation costs149 
Sundry income (expense) - net(2)
Interest expense13 
Loss from discontinued operations before income taxes(113)
Benefit from income taxes on discontinued operations(21)
Loss from discontinued operations, net of tax(92)
Non-taxable gain on split-off4,954 
Income from discontinued operations attributable to DuPont stockholders, net of tax$4,862 

The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to N&B:
Three Months Ended March 31, 2021Three Months Ended
March 31, 2020
In millions
Depreciation and amortization$63 $427 
Capital expenditures$27 $92 
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The carrying amount of major classes of assets and liabilities that were included in discontinued operations at December 31, 2020 related to N&B consist of the following:
Three Months Ended March 31, 2021
In millionsDecember 31, 2020
Assets
AccountsDepreciation and notes receivable - netamortization$1,13063 
Inventories1,333 
Other current assets65 
Investments and noncurrent receivables36 
Property, plant, and equipment - net3,118 
Goodwill11,542 
Other intangible assets - net3,072 
Deferred income tax assets44 
Deferred charges and other assets319 
Total assets of discontinued operationsCapital expenditures$20,65927 
Liabilities
Short-term borrowings and finance lease obligations$
Accounts Payable742 
Income taxes payable36 
Accrued and other current liabilities301 
Long-term debt6,195 
Deferred income tax liabilities852 
Pension and other post employment benefits - noncurrent238 
Other noncurrent obligations242 
Total liabilities of discontinued operations$8,610 

In connection with the N&B Transaction and in accordance with the terms of the N&B Transaction, Agreements, defined below, 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"), which is subject to post-closing adjustment pursuant to the terms of the N&B Separation and Distribution Agreement. The special cash payment was partially funded by an offering of $6.25 billion of senior unsecured notes (the “N&B Notes Offering”). The net proceeds of approximately $6.2 billion from the N&B Notes Offering were deposited into an escrow account and at December 31, 2020, are reflected as restricted cash in the Company’s interim Condensed Consolidated Balance Sheets. In order to fund the remainder of the Special Cash Payment, on February 1, 2021, N&B borrowed $1.25 billion under a senior unsecured term loan agreement (the "N&B Term Loan"). The obligations and liabilities associated with the N&B Notes Offering and the N&B Term Loan were separated from the Company on February 1, 2021 upon consummation of the N&B Transaction. The obligations and liabilities of $6.2 billion associated with the N&B Notes Offering are classified as "Liabilities of discontinued operations" in the Company's interim Condensed Consolidated Balance Sheets.

The Company recognized a non-taxable gain of approximately $4,954 million on the N&B Transaction. The gain is recorded in "Income (loss) from discontinued operations, net of tax" in the Company's interim Consolidated Statements of Operations for the three months ended March 31, 2021.

N&B Transaction Agreements
In connection with the N&B Transaction, effective December 15, 2019, the Company, as previously discussed, entered into the following agreements:

A N&B Separation and Distribution Agreement, subsequently amended and joined by NeptuneN&B Merger Sub II Inc., a subsidiary of IFF on January 22, 2021, and as amended further on February 1, 2021 (as amended, the “N&B Separation and Distribution Agreement”) with N&B and IFF, which, among other things, governs the separation of the N&B Business from DuPont and certain other post-closing obligations between DuPontAgreement, and N&B related thereto;

An Agreement and Plan of Merger, (the “N&B Merger Agreement”) with N&B, IFF and Neptune Merger Sub I Inc., governing the N&B Merger and related matters; and

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An Employee Matters Agreement, subsequently amended on January 22, 2021, (as amended, the “N&B Employee Matters Agreement Agreement”), with N&B and IFF, which, among other things, allocates among the parties the pre- and post-closing liabilities in respect of the current and former employees of the N&B Business (including liabilities in respect of employee compensation and benefit plans).

Agreement. In connection with the closing of the N&B Transaction, and effective February 1, 2021, the Company entered into the following agreements: N&B IP Cross-License Agreement and N&B Tax Matters Agreement.

Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees. The Company recorded costs of $8 million and $6 million for the three months ended March 31, 2022 and 2021, respectively. For the three months ended March 31, 2022, these costs were primarily associated with the execution of activities related to strategic initiatives including the acquisition of Laird PM and the Intended Rogers Acquisition. For the three months ended March 31, 2021, these costs were primarily associated with the execution of activities related to strategic initiatives, which primarily includes the sale of the Solamet® business unit and the planned divestiture of the Biomaterials business unit. These costs are recorded within "Acquisition, integration and separation costs" within the interim Consolidated Statements of Operations. Costs associated with the M&M Divestitures of $96 million for the three months ended March 31, 2022 are reported within discontinued operations as noted above.
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Discontinued Operations Activity
The Company recorded income from discontinued operations, net of tax of $276 million and $5,012 million for the three months ended March 31, 2022 and 2021, respectively.

Discontinued operations activity consists of the following:
Income from discontinued operations, net of taxThree Months Ended March 31,
In millions20222021
M&M Divestitures$288 $155 
N&B Transaction— 4,862 
Other 1
(12)(5)
Income from discontinued operations, net of tax$276 $5,012 
1.DuPont, N&B and certain of their subsidiaries entered into an Intellectual Property Cross-License Agreement (the “N&B IP Cross-License Agreement”). The IP Cross-License Agreement sets forth the terms and conditions under which the applicable parties may use in their respective businesses certain know-how (including trade secrets), copyrights, design rights, software, and patents, allocated to another party pursuantPrimarily related to the N&B Separationbinding Memorandum of Understanding (“MOU”) between Chemours, Corteva, E. I. du Pont de Nemours and Distribution Agreement,Company ("EID") and pursuantthe Company. For additional information on these matters, refer to which N&B may use certain standards retained by DuPont. All licenses under the IP Cross-License Agreement are non-exclusive, worldwide, and royalty-free; andNote 16.

DuPont, N&B and IFF entered into a Tax Matters Agreement (the “N&B Tax Matters Agreement”), which governs the parties’ rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, the preservation of the expected tax-free status of the transactions contemplated by the N&B Separation and Distribution Agreement, and other matters regarding taxes. See Note 6 for additional information on the N&B Tax Matters Agreement.

Assets Held for SaleBiomaterials
In October 2020, the Company entered into a definitive agreement to sell its Biomaterials business unit, which includes the Company's equity method investment in DuPont Tate & Lyle Bio Products. In January 2021,Products, for $240 million. The sale of the Company entered into separate definitive agreements to sell its Clean Technologies and Solamet® businesses. These divestitures,Biomaterials business unit is subject to regulatory approval and customary closing conditions are expected to close in the second half of 2021 and generate in aggregate pre-tax cash proceeds of about $920 million. The Company also signed a non-binding letter of intent to sell Chestnut Run labs, a portion of the Company's Chestnut Run campus. This transaction is expected to close within one year.

mid-2022. The assets and liabilities associated withresults of operations of the Biomaterials and Clean Technologies businesses met the held for sale criteria at December 31, 2020, and the assets and liabilities associated with the Solamet® business and Chestnut Run labs met the held for sale criteria at March 31, 2021. The Biomaterials, Clean Technologies and Solamet® businessesunit are reported in Corporate.Corporate & Other and the financial position is reflected as Held for Sale.

The following table summarizes the carrying value of the major assets and liabilities of the Biomaterials Clean Technologies, and Solamet® business units and Chestnut Run labsunit as of March 31, 2021 (collectively, the “Held for Sale Disposal Group”)2022 and the Biomaterials and Clean Technologies business units as of December 31, 2020:2021:
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In millionsMarch 31, 2021December 31, 2020
Assets
Accounts and notes receivable - net$68 $63 
Inventories72 75 
Other current assets36 35 
Investments and noncurrent receivables166 164 
Property, plant and equipment - net83 34 
Goodwill267 267 
Other intangible assets168 168 
Deferred charges and other assets
     Assets held for sale$863 $810 
Liabilities
Accounts payable$44 $40 
Income taxes payable
Accrued and other current liabilities40 50 
Deferred income tax liabilities29 30 
Pension and other post-employment benefits - noncurrent
Other noncurrent obligations16 18 
     Liabilities related to assets held for sale$133 $140 

Sale of Compound Semiconductor Solutions
In the first quarter of 2020, the Company completed the sale of its Compound Semiconductor Solutions business unit, a part of the Electronics & Industrial segment, to SK Siltron. The proceeds received in the first quarter of 2020 related to the sale of the business were approximately $420 million. For the three months ended March 31,2020, a pre-tax gain of $197 million ($102 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's interim Consolidated Statements of Operations.

Integration and Separation Costs
Integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees. In the first quarter of 2021, these costs were primarily associated with the execution of activities related to strategic initiatives including the divestiture of the Held for Sale Disposal Group. In the first quarter of 2020, these costs were primarily associated with the execution of activities related to the post-DWDP Merger integration and the DWDP Distributions.

These costs are recorded within "Integration and separation costs" within the interim Consolidated Statements of Operations.
Three Months Ended March 31,
In millions20212020
Integration and separation costs$$123 


In millionsMarch 31, 2022December 31, 2021
Assets
Accounts and notes receivable - net$23 $27 
Inventories56 48 
Investments and noncurrent receivables151 158 
Property, plant and equipment - net12 12 
     Assets held for sale$242 $245 
Liabilities
Accounts payable$28 $21 
Accrued and other current liabilities
Other noncurrent obligations
     Liabilities related to assets held for sale$31 $25 
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NOTE 35 - REVENUE
Revenue Recognition
Products
Substantially all of DuPont's revenue is derived from product sales. Product sales consist of sales of DuPont's products to supply manufacturers and distributors. DuPont considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.

Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.
Net Trade Revenue by Segment and Business or Major Product LineThree Months Ended March 31,
In millions20222021
Industrial Solutions$500 $458 
Interconnect Solutions460 330 
Semiconductor Technologies576 512 
Electronics & Industrial$1,536 $1,300 
Safety Solutions$654 $637 
Shelter Solutions422 360 
Water Solutions353 331 
Water & Protection$1,429 $1,328 
Retained Businesses 1
$266 $256 
Other 2
43 133 
Corporate & Other
$309 $389 
Total$3,274 $3,017 

1. Retained Businesses includes the Auto Adhesives & Fluids, Multibase
TM and Tedlar® businesses.
On February 1, 2021, the Company realigned and renamed certain businesses as part of the 2021 Segment Realignment resulting2. Net sales reflected in changes to its management and reporting structure (see Note 22 for additional details). In conjunction with the 2021 Segment Realignment, DuPont made the following changes to its major product lines:
Within Electronics & Industrial (formerly known as Electronics & Imaging) realigned product lines toOther include businesses formerly in Transportation & Industrial and renamed the Image Solutions product lines as Industrial Solutions;
Renamed Safety & Construction as Water & Protection;
Realigned certain businesses from the former Non-Core segment and renamed product lines within Mobility & Materials (formerly known as Transportation & Industrial) as Advanced Solutions, Engineering Polymers, and Performance Resins.

Net Trade Revenue by Segment and Business or Major Product LineThree Months Ended March 31,
In millions20212020
Industrial Solutions$458 $412 
Interconnect Solutions330 266 
Semiconductor Technologies512 437 
Electronics & Industrial$1,300 $1,115 
Safety Solutions$637 $631 
Shelter Solutions360 348 
Water Solutions331 297 
Water & Protection$1,328 $1,276 
Advanced Solutions$382 $306 
Engineering Polymers497 519 
Performance Resins336 266 
Mobility & Materials$1,215 $1,091 
Corporate 1
$133 $188 
Total$3,976 $3,670 
1. Corporate net sales reflect activity of to be divestedBiomaterials and previously divested businesses.

Net Trade Revenue by Geographic RegionNet Trade Revenue by Geographic RegionThree Months Ended March 31,Net Trade Revenue by Geographic RegionThree Months Ended March 31,
In millionsIn millions20212020In millions20222021
U.S. & CanadaU.S. & Canada$1,051 $1,152 U.S. & Canada$1,049 $892 
EMEA 1
EMEA 1
830 791 
EMEA 1
577 558 
Asia PacificAsia Pacific1,950 1,581 Asia Pacific1,545 1,475 
Latin AmericaLatin America145 146 Latin America103 92 
TotalTotal$3,976 $3,670 Total$3,274 $3,017 
1.Europe, Middle East and Africa.

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Contract Balances
From time to time, the Company enters into arrangements in which it receives payments from customers based upon contractual billing schedules. The Company records accounts receivables when the right to consideration becomes unconditional. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers. The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.

Revenue recognized in the first three months of 2022 and 2021 from amounts included in contract liabilities at the beginning of the period and the amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional werewas insignificant. The Company did not recognize any asset impairment charges related to contract assets during the period.
Contract BalancesContract BalancesMarch 31, 2021December 31, 2020Contract BalancesMarch 31, 2022December 31, 2021
In millionsIn millionsIn millions
Accounts and notes receivable - trade 1
Accounts and notes receivable - trade 1
$2,077 $1,911 
Accounts and notes receivable - trade 1
$1,789 $1,643 
Deferred revenue - current 2
$32 $16 
Deferred revenue - noncurrent 3
$20 $21 
Deferred revenue - current 2, 3
Deferred revenue - current 2, 3
$34 $25 
1.Included in "Accounts and notes receivable - net" in the interim Condensed Consolidated Balance Sheets.
2.Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
3.Included in "Other noncurrent obligations"Noncurrent deferred revenue balances in the interim Condensed Consolidated Balance Sheets.current and comparative periods were not material.


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NOTE 46 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
Charges for restructuring programs and asset related charges, which includes asset impairments, were $101 million for the three months ended March 31, 2022 and $2 million for the three months ended March 31, 2021 and $398 million for the three months ended March 31, 2020.2021. These charges were recorded in "Restructuring and asset related charges - net" in the interim Consolidated Statements of Operations. The total liability related to restructuring programs was $55$27 million at March 31, 20212022 and $96$43 million at December 31, 2020,2021, recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. Restructuring activity consists of the following programs:

2021 Restructuring Actions
In October 2021, the Company approved targeted restructuring actions to capture near-term cost reductions (the "2021 Restructuring Actions"). The Company recorded pre-tax restructuring charges of $53 million inception-to-date, consisting of severance and related benefit costs of $31 million and asset related charges of $22 million.

Total liabilities related to the 2021 Restructuring Actions were $18 million at March 31, 2022 and $25 million at December 31, 2021, respectively, and recorded in "Accrued and other current liabilities" in the Condensed Consolidated Balance Sheets. The Company expects actions related to this program to be substantially complete by the first half of 2022.

2020 Restructuring Program
In the first quarter of 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"). The Company recorded pre-tax restructuring charges of $170$159 million inception-to-date, consisting of severance and related benefit costs of $118$107 million and asset related charges of $52 million.

The following tables summarize the charges related to the 2020 Restructuring Program:
Three Months Ended March 31,
In millions20212020
Severance and related benefit costs$$90 
Asset related charges15 
Total restructuring and asset related charges - net$$105 

2020 Restructuring Program Charges by SegmentThree Months Ended March 31,
In millions20212020
Electronics & Industrial$$
Water & Protection20 
Mobility & Materials24 
Corporate
57 
Total$$105 

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The following table summarizes the activities related to the 2020 Restructuring Program:
2020 Restructuring ProgramSeverance and Related Benefit CostsAsset Related ChargesTotal
In millions
Reserve balance at December 31, 2020$62 $$62 
Year-to-date restructuring charges$$$
Charges against the reserve(2)(2)
Cash payments$(26)$$(26)
Reserve balance at March 31, 2021$36 $$36 

Total liabilities related to the 2020 Restructuring Program were $36$5 million at March 31, 20212022 and $62$11 million at December 31, 2020,2021, respectively, and recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. TheActions related to the 2020 Restructuring Program is consideredare substantially complete.

2019 Restructuring ProgramEquity Method Investment Impairment Related Charges
During the second quarter of 2019 and inIn connection with the ongoing integration activities, DuPont approved restructuring actionsM&M Divestitures described in Note 4, a portion of an equity method investment was reclassified to simplify and optimize certain organizational structures following“Assets of discontinued operations” within the completion of the DWDP Distributions (the "2019 Restructuring Program"). The Company has recorded pre-tax restructuring charges of $124 million inception-to-date, consisting of severance and related benefit costs of $97 million and asset related charges of $27 million.

Total liabilities related to the 2019 Restructuring Program were $6 million at March 31, 2021 and $14 million at December 31, 2020, respectively, and recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.Sheet. The 2019 Restructuring Program is considered substantially complete.

DowDuPont Cost Synergy Program
In September and November 2017, the Company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the "Synergy Program"), which was designed to integrate and optimize the organization following the DWDP Merger and in preparation for the DWDP Distributions. The Company has recorded pre-tax restructuring charges attributable to the continuing operations of DuPont of $346 million inception-to-date, consisting of severance and related benefit costs of $138 million, asset related charges of $159 million and contract termination charges of $49 million.

Total liabilities related to the Synergy Program were $13 million at March 31, 2021 and $20 million at December 31, 2020, respectively, and recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Synergy Program is considered substantially complete.

Asset Impairments
The Company reviews and evaluates its long-lived assets for impairment when events and changes in circumstances indicate that the related carrying amount of such assets may not be recoverable and may exceed their fair value. For purposes of determining impairment, assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within Corporate gave rise to fair value indicators and, thus,reclassification served as a triggering eventsevent requiring the Company to perform an impairment analysis on the retained portion of the equity method investment held within “Investments and noncurrent receivables” on the Condensed Consolidated Balance Sheet. The fair value of the retained equity method investment was estimated using a recoverability assessment relateddiscounted cash flow model (a form of the income approach). The Company's assumptions in estimating fair value utilize Level 3 inputs and include, but are not limited to, its Biomaterials business unit.projected revenue, gross margins, EBITDA margins, the weighted average costs of capital, and terminal growth rates. The Company performed a long-lived asset impairment test and determined that, based on undiscounted cash flows, the carrying amount of certain long-lived assets was not recoverable. Accordingly, the Company estimated the fair value of these assets using a market approach utilizing Level 3 unobservable inputs.the retained equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment. As a result, management concluded the Company recognized a $270 million pre-taximpairment was other-than-temporary and recorded an impairment charge recorded withinof $94 million in “Restructuring and asset related charges - net” in the interim Consolidated Statements of OperationOperations related to the Electronics & Industrial segment. No impairment was required to be recorded for the three months ended March 31, 2020 withportion of the charge impacting definite-lived intangible assets and property, plant, and equipment.


equity method investment included within “Assets of discontinued operations.”

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NOTE 57 - SUPPLEMENTARY INFORMATION
Sundry Income (Expense) - NetSundry Income (Expense) - NetThree Months Ended March 31,Sundry Income (Expense) - NetThree Months Ended March 31,
In millionsIn millions20212020In millions20222021
Non-operating pension and other post-employment benefit (OPEB) credits$12 $11 
Non-operating pension and other post-employment benefit costsNon-operating pension and other post-employment benefit costs$$
Interest incomeInterest incomeInterest income
Net gain on divestiture and sales of other assets and investments 1
27 197 
Net (loss) gain on divestiture and sales of other assets and investments 1
Net (loss) gain on divestiture and sales of other assets and investments 1
(1)27 
Foreign exchange losses, net
Foreign exchange losses, net
(9)(3)
Foreign exchange losses, net
(5)(6)
Miscellaneous (expenses) income - net 2
(16)
Miscellaneous income (expenses) - net 2
Miscellaneous income (expenses) - net 2
(12)
Sundry income (expense) - netSundry income (expense) - net$16 $212 Sundry income (expense) - net$$19 
1.The three months ended March 31, 2021 reflects income of $24 million related to the gain on sale of assets within the Electronics & Industrial segment. The three months ended March 31, 2020 reflects income of $197 million related to the gain on sale of the Compound Semiconductor Solutions business unit within the Electronics & Industrial segment.
2. The three months ended March 31, 2021 includes an impairment charge of approximately $15 million related to Chestnut Run labs, which is part of the Heldan asset sale, whose book value was adjusted to fair value when it was classified as held for Sale Disposal Group.sale.

Cash, Cash Equivalents and Restricted Cash
At December 31, 2020, the Company had approximately $6.2 billion recorded within non-current “Restricted cash” in the Consolidated Balance Sheet. The restricted cash relates to net proceeds received from an offering of $6.25 billion of senior unsecured notes (the "N&B Notes Offering") associatedIn connection with the N&B transaction. On February 1, 2021 this amount was released from escrowcost sharing arrangement entered into as part of the N&B TransactionMOU, as defined in Note 16, the Company is contractually obligated to make deposits into an escrow account to address potential future PFAS costs. At March 31, 2022, the Company had restricted cash of $53 million included within non-current “Restricted cash and is no longer restricted. The liability from the N&B Notes Offering was classified as "Liabilities of discontinued operations"cash equivalents” in the Company's interim Condensed Consolidated Balance Sheet asSheets, the majority of which is attributable to the MOU cost sharing arrangement. Additional information regarding the MOU and the escrow account can be found in Note 16.

Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the Condensed Consolidated Balance Sheets were $978 million at March 31, 2022 and $1,040 million at December 31, 2020. See Note 2 for further discussion2021. Accrued payroll, which is a component of the Company's divestiture"Accrued and other current liabilities," was $291 million at March 31, 2022 and $436 million at December 31, 2021. No other component of the N&B business."Accrued and other current liabilities" was more than 5 percent of total current liabilities at March 31, 2022 and at December 31, 2021.


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NOTE 68 - INCOME TAXES
Each year the Company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's results of operations.

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate on continuing operations for the first quarter of 20212022 was 5.616.8 percent, compared with an effective tax rate of (20.6)(0.3) percent for the first quarter of 2020.2021. The effective tax rate differential for the first quarter of 2022 was principally the result of a $94 million impairment charge of an equity method investment which resulted in a tax benefit of $29 million. The effective tax rate for the first quarter 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’sCompany's European regional headquarters legal entity. The effective

In connection with the integration of Laird PM, the Company completed certain internal restructurings that were determined to be tax rate forfree under the first quarter of 2020 was principally the resultapplicable sections of the non-tax-deductible goodwill impairment charge impacting Corporate. See Note 12Internal Revenue Code. If the aforementioned transactions were to fail to qualify for more information regardingnon-recognition treatment for U.S. federal income tax purposes, then the goodwill impairment charge.Company could be subject to significant tax liability.

Certain internal distributions and reorganizations that occurred during 2021 and 2020 in preparation for the N&B Transaction and the external distribution in 2021 qualified as tax-free transactions under the applicable sections of the Internal Revenue Code. If the aforementioned transactions were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax liability. In connection with the closing of the N&B Transaction, DuPont, N&B and IFF entered into the N&B Tax Matters Agreement. Under the N&B Tax Matters Agreement, the Company would generally be allocated such liability and not be indemnified, unless certain non-qualifying actions are undertaken by N&B or IFF. To the extent that the Company is responsible for any such liability, there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.

For periods between the DWDP Merger and the DWDP Distributions, DuPont's consolidated federal income tax group and consolidated tax return included the Dow and Corteva entities. Generally, the consolidated tax liabilityAs a result of the DuPont U.S.M&M Businesses meeting the held for sale criteria in the first quarter of 2022, the Company recorded a net deferred tax groupbenefit of $239 million in connection with certain anticipated internal stock restructurings. These restructurings involve both legal entities within the M&M Businesses and legal entities which are expected to remain with DuPont. The aforementioned net deferred tax benefit is included in “Income from discontinued operations, net of tax” in the interim Consolidated Statements of Operations. See Note 4 for each year was apportioned amongadditional information on the members of the consolidated group in accordance with the terms of the Amended and Restated DWDP Tax Matters Agreement. DuPont, Corteva and Dow intend that to the extent Federal and/or State corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with the Amended and Restated DWDP Tax Matters Agreement.


M&M Divestitures.
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NOTE 79 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the three months ended March 31, 20212022 and 2020:2021:
Net Income for Earnings Per Share Calculations - Basic & DilutedThree Months Ended March 31,
In millions20212020
Income (loss) from continuing operations, net of tax$541 $(550)
Net income from continuing operations attributable to noncontrolling interests
Income (loss) from continuing operations attributable to common stockholders$537 $(556)
Income (loss) from discontinued operations, net of tax4,857 (60)
Net income from discontinued operations attributable to noncontrolling interests
Income (loss) from discontinued operations attributable to common stockholders4,857 (60)
Net income (loss) attributable to common stockholders$5,394 $(616)
Net Income for Earnings Per Share Calculations - Basic & DilutedThree Months Ended March 31,
In millions20222021
Income from continuing operations, net of tax$232 $386 
Net income (loss) from continuing operations attributable to noncontrolling interests18 (2)
Income from continuing operations attributable to common stockholders$214 $388 
Income from discontinued operations, net of tax276 5,012 
Net income from discontinued operations attributable to noncontrolling interests
Income from discontinued operations attributable to common stockholders274 5,006 
Net income attributable to common stockholders$488 $5,394 
Earnings Per Share Calculations - BasicThree Months Ended March 31,
Dollars per share20212020
Earnings (loss) from continuing operations attributable to common stockholders$0.89 $(0.75)
Earnings (loss) from discontinued operations, net of tax8.03 (0.08)
Earnings (loss) attributable to common stockholders 2
$8.92 $(0.83)
Earnings Per Share Calculations - BasicThree Months Ended March 31,
Dollars per share20222021
Earnings from continuing operations attributable to common stockholders$0.42 $0.64 
Earnings from discontinued operations, net of tax0.54 8.28 
Earnings attributable to common stockholders 1
$0.95 $8.92 
Earnings Per Share Calculations - DilutedThree Months Ended March 31,
Dollars per share20212020
Earnings (loss) from continuing operations attributable to common stockholders$0.89 $(0.75)
Earnings (loss) from discontinued operations, net of tax8.01 (0.08)
Earnings (loss) attributable to common stockholders 2
$8.90 $(0.83)
Earnings Per Share Calculations - DilutedThree Months Ended March 31,
Dollars per share20222021
Earnings from continuing operations attributable to common stockholders$0.42 $0.64 
Earnings from discontinued operations, net of tax0.53 8.26 
Earnings attributable to common stockholders 1
$0.95 $8.90 
Share Count Information
Share Count Information
Three Months Ended March 31,
Share Count Information
Three Months Ended March 31,
Shares in millionsShares in millions20212020Shares in millions20222021
Weighted-average common shares - basicWeighted-average common shares - basic604.8 738.6 Weighted-average common shares - basic512.0 604.8 
Plus dilutive effect of equity compensation plansPlus dilutive effect of equity compensation plans1.5 Plus dilutive effect of equity compensation plans1.8 1.5 
Weighted-average common shares - dilutedWeighted-average common shares - diluted606.3 738.6 Weighted-average common shares - diluted513.8 606.3 
Stock options and restricted stock units excluded from EPS calculations 1
2.2 6.4 
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2
2.0 2.2 
1.These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
2.Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders. As a result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.

2.
These outstanding options to purchase shares of common stock, restricted stock units, and performance-based restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
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NOTE 810 - ACCOUNTS AND NOTES RECEIVABLE - NET
In millionsIn millionsMarch 31, 2021December 31, 2020In millionsMarch 31, 2022December 31, 2021
Accounts receivable – trade 1
Accounts receivable – trade 1
$2,015 $1,850 
Accounts receivable – trade 1
$1,764 $1,612 
Notes receivable – tradeNotes receivable – trade62 61 Notes receivable – trade25 31 
Other 2
Other 2
532 510 
Other 2
538 516 
Total accounts and notes receivable - netTotal accounts and notes receivable - net$2,609 $2,421 Total accounts and notes receivable - net$2,327 $2,159 
1.Accounts receivable – trade is net of allowances of $33$34 million at March 31, 20212022 and $28 million at December 31, 2020.2021. Allowances are equal to the estimated uncollectible amounts and current expected credit loss. That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.
2.Other includes receivables in relation to value added tax, fair value of derivative instruments, indemnification assets, and general sales tax and other taxes. No individual group represents more than ten percent of total receivables.


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NOTE 911 - INVENTORIES
InventoriesMarch 31, 2021December 31, 2020
In millionsIn millionsIn millionsMarch 31, 2022December 31, 2021
Finished goodsFinished goods$1,526 $1,503 Finished goods$1,290 $1,201 
Work in processWork in process552 515 Work in process475 446 
Raw materialsRaw materials294 251 Raw materials360 323 
SuppliesSupplies127 124 Supplies113 116 
Total inventoriesTotal inventories$2,499 $2,393 Total inventories$2,238 $2,086 


NOTE 1012 - PROPERTY, PLANT, AND EQUIPMENT
Estimated Useful Lives (Years)March 31, 2021December 31, 2020Estimated Useful Lives (Years)March 31, 2022December 31, 2021
In millionsIn millionsDecember 31, 2020Estimated Useful Lives (Years)
Land and land improvementsLand and land improvements1-25$619 $682 1-25$429 $440 
BuildingsBuildings1-502,038 2,031 Buildings1-501,950 1,954 
Machinery, equipment, and otherMachinery, equipment, and other1-257,211 7,127 Machinery, equipment, and other1-256,538 6,467 
Construction in progressConstruction in progress1,235 1,283 Construction in progress966 1,034 
Total property, plant and equipmentTotal property, plant and equipment$11,103 $11,123 Total property, plant and equipment$9,883 $9,895 
Total accumulated depreciationTotal accumulated depreciation$4,359 $4,256 Total accumulated depreciation$4,215 $4,142 
Total property, plant and equipment - netTotal property, plant and equipment - net$6,744 $6,867 Total property, plant and equipment - net$5,668 $5,753 

Three Months Ended March 31,Three Months Ended March 31,
In millionsIn millions20212020In millions20222021
Depreciation expenseDepreciation expense$161 $168 Depreciation expense$144 $130 


NOTE 1113 - NONCONSOLIDATED AFFILIATES
The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates") are recorded in "Investments and other noncurrent receivables" in the interim Condensed Consolidated Balance Sheets.

The Company's net investment in nonconsolidated affiliates at March 31, 2022 and December 31, 2021 is shown in$719 million and $817 million, respectively. In the following table:
Investments in Nonconsolidated AffiliatesMarch 31, 2021December 31, 2020
In millions
Investments and other noncurrent receivables$902 $889 
Accrued and other current liabilities(69)(71)
Net investment in nonconsolidated affiliates$833 $818 
first quarter of 2022, the Company recorded an other-than-temporary impairment on an equity method investment. See Note 6 for more information.

The Company maintained an ownership interest in 148 nonconsolidated affiliates at March 31, 2021.2022.

Sales to nonconsolidated affiliates represented less than 2 percent and 3 percent of total net sales for the three months ended March 31, 2022 and 2021, and 2020, respectively. Sales to nonconsolidated affiliates for the three months ended March 31, 2020 were primarily related to the sale of trichlorosilane, a raw material used in the production of polycrystalline silicon, to the HSC Group, prior to the TCS/Hemlock Disposal in the third quarter of 2020. Sales of this raw material to the HSC Group are reflected in Corporate. Purchases from nonconsolidated affiliates represented less than 4 percent of “Cost of sales” for the three months ended March 31, 20212022 and 2020.



approximately 4 percent for the three months ended March 31, 2021.

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NOTE 1214 - GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amounts of goodwill during the three months ended March 31, 20212022 were as follows:
Electronics & IndustrialWater & ProtectionMobility & MaterialsTotal
In millions
Balance at December 31, 2020$8,458 $6,969 $3,275 $18,702 
Currency Translation Adjustment(61)(88)(50)(199)
Other
Balance at March 31, 2021$8,397 $6,881 $3,233 $18,511 
In millionsElectronics & IndustrialWater & ProtectionCorporate & OtherTotal
Balance at December 31, 2021$9,583 $6,801 $597 $16,981 
Currency Translation Adjustment(38)(62)(3)(103)
Balance at March 31, 2022$9,545 $6,739 $594 $16,878 

The Company tests goodwill for impairment annually during the fourth quarter, as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. As a result

During the first quarter of 2022, in conjunction with the announcement of the M&M Divestitures, the Company realigned the Retained Businesses previously within the historic Mobility & Materials segment to a new operating segment within Corporate & Other (the "2022 Realignment"). The announcement of the M&M Divestitures and 2022 Realignment served as triggering events requiring the Company to perform impairment analyses related acquisition methodto goodwill carried by certain reporting units as of accountingMarch 1, 2022. Goodwill impairment analyses were performed for reporting units impacted in connection with the DWDP Merger, EID’s assetshistoric Mobility & Materials segment prior to the realignment, and liabilitiesno impairments were measured atidentified. As part of the 2022 Realignment, the Company assessed and re-defined certain reporting units effective March 1, 2022, including a reallocation of goodwill on a relative fair value resulting in increasesbasis, as applicable, to the Company’s goodwillnewly identified reporting units and other intangible assets.M&M Divestitures disposal groups. Goodwill impairment analyses were performed for the new reporting units reported within Corporate & Other impacted by the 2022 Realignment and no impairments were identified. The fair value valuation increased the risk that declinesof each reporting unit and M&M Divestitures disposal groups tested was estimated using a combination of a discounted cash flow model and/or market approach. The Company's assumptions in financial projections, including changes to key assumptions, could have a material, negative impact on theestimating fair value include, but are not limited to, projected revenue, gross margins, EBITDA margins, the weighted average costs of capital, the Company’s reporting unitsterminal growth rates, and assets, and therefore could result in an impairment.derived multiples from comparable market transactions.

TheDuring the first quarter of 2021, in conjunction with the closing of the N&B Transaction, the Company changed its management and reporting structure (the “2021 Segment RealignmentRealignment”), which served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by itscertain reporting units as of February 1, 2021, prior to the realignment. As part of the 2021 Segment Realignment, the Company assessed and re-defined certain reporting units effective February 1, 2021, including reallocation of goodwill on a relative fair value basis, as applicable, to new reporting units identified.impacted. Goodwill impairment analyses were then performed for the new reporting units identified in the Electronics & Industrialimpacted and Mobility & Materials segments impacted by the 2021 Segment Realignment. Nono impairments were identified as a result of the analyses described above.

In the first quarter of 2020, expectations of proceeds related to certain potential divestitures within Corporate gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform impairment analyses related to goodwill. As part of the analysis, the Company determined that theidentified. The fair value of its Photovoltaic and Advanced Materials (“PVAM”)each reporting unit tested was below its carry value resulting in an impairment charge to goodwill. Valuations of the PVAM reporting unit underestimated using a combination of a discounted cash flow model and market approach. The Company's assumptions in estimating fair value include, but are not limited to, projected revenue, gross margins, EBITDA margins, the weighted average costs of capital, the terminal growth rates, and derived multiples from comparable market approach and income approach reflect softening conditions in photovoltaics markets as compared to prior estimates. In connection with this analysis, the Company recorded a pre-tax, non-cash impairment charge of $533 million for the three months ended March 31, 2020 within Corporate.transactions.

The Company's analyses above used the discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs. The Company’s significant assumptions in these analyses include, but are not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and tax rates. The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future periods. As referenced, the Company also uses a form of the market approach. As such, the Company believes the current assumptions and estimates utilized are both reasonable and appropriate.


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Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
March 31, 2022December 31, 2021
In millionsGross
Carrying
Amount
Accum AmortNetGross Carrying AmountAccum AmortNet
Intangible assets with finite lives:
  Developed technology$2,366 $(1,161)$1,205 $2,374 $(1,124)$1,250 
  Trademarks/tradenames1,122 (515)607 1,125 (500)625 
  Customer-related5,734 (2,343)3,391 5,806 (2,296)3,510 
  Other113 (80)33 113 (80)33 
Total other intangible assets with finite lives$9,335 $(4,099)$5,236 $9,418 $(4,000)$5,418 
Intangible assets with indefinite lives:
  Trademarks/tradenames804 — 804 804 — 804 
Total other intangible assets804 — 804 804 — 804 
Total$10,139 $(4,099)$6,040 $10,222 $(4,000)$6,222 

March 31, 2021December 31, 2020
In millionsGross
Carrying
Amount
Accum AmortNetGross Carrying AmountAccum AmortNet
Intangible assets with finite lives:
  Developed technology$2,763 $(1,181)$1,582 $2,844 $(1,220)$1,624 
  Trademarks/tradenames1,095 (453)642 1,095 (440)655 
  Customer-related6,979 (2,423)4,556 7,075 (2,361)4,714 
  Other130 (82)48 131 (81)50 
Total other intangible assets with finite lives$10,967 $(4,139)$6,828 $11,145 $(4,102)$7,043 
Intangible assets with indefinite lives:
  Trademarks/tradenames1,029 — 1,029 1,029 — 1,029 
Total other intangible assets1,029 — 1,029 1,029 — 1,029 
Total$11,996 $(4,139)$7,857 $12,174 $(4,102)$8,072 
As part of the 2022 Realignment, the Company reallocated its intangible assets with indefinite lives to align with the new segment structure. This served as a triggering event requiring the Company to perform an impairment analysis related to intangible assets with indefinite lives carried by its historic Mobility & Materials segment as of March 1, 2022, prior to the realignment. Subsequent to the realignment the Company realigned intangible assets with indefinite lives as applicable to align the intangible assets with indefinite lives with the new segment structure. Impairment analyses were then performed for the intangible assets with indefinite lives reported in Corporate & Other. No impairments were identified as a result of the analyses described above.

As part of the 2021 Segment Realignment, the Company reallocated its intangible assets with indefinite lives to align with the new segment structure. This served as a triggering event requiring the Company to perform an impairment analysis related to intangible assets with indefinite lives carried by its existing Electronics & Imaging and Transportation & Industrial segments as of February 1, 2021, prior to the realignment. Subsequent to the realignment, the Company realigned intangible assets with indefinite lives as applicable to align the intangible assets with indefinite lives with the new segment structure. Impairment analyses were then performed for the intangible assets with indefinite lives carried by the Electronics & Industrial and Mobility & Materials segments.segments after the realignment. No impairments were identified as a result of the analyses described above.

During the first quarter of 2020, the Company recorded non-cash impairment charges related to definite-lived intangible assets impacting Corporate. See Note 4 for further discussion.

The following table provides the net carrying value of other intangible assets by segment:
Net Intangibles by SegmentNet Intangibles by SegmentMarch 31, 2021December 31, 2020Net Intangibles by SegmentMarch 31, 2022December 31, 2021
In millionsIn millionsIn millions
Electronics & IndustrialElectronics & Industrial$2,528 $2,611 Electronics & Industrial$3,325 $3,429 
Water & ProtectionWater & Protection2,855 2,920 Water & Protection2,619 2,686 
Mobility & Materials2,474 2,541 
Corporate & OtherCorporate & Other96 107 
TotalTotal$7,857 $8,072 Total$6,040 $6,222 

Total estimated amortization expense for the remainder of 20212022 and the five succeeding fiscal years is as follows:
Estimated Amortization Expense
In millions
Remainder of 2021$482 
2022$628 
2023$603 
2024$581 
2025$535 
2026$516 


Estimated Amortization Expense
In millions
Remainder of 2022$449 
2023$590 
2024$559 
2025$518 
2026$490 
2027$441 
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NOTE 1315 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
The Company's long-term debt due within one year at March 31, 2021 and December 31, 2020 was $1,997 million and $1 million, respectively.

The following tabletables summarizes the Company's short-term borrowings and finance lease obligations and long-term debt:
Long-Term DebtMarch 31, 2021December 31, 2020
In millionsAmountWeighted Average RateAmountWeighted Average Rate
Promissory notes and debentures:
  Final maturity 2021 1
$2,000 2.17 %$%
  Final maturity 2023 2
2,800 3.89 %4,800 3.18 %
  Final maturity 2025 2
1,850 4.49 %1,850 4.49 %
  Final maturity 2026 and thereafter 2
6,050 5.13 %6,050 5.13 %
Other facilities:
  Term loan due 2022%3,000 1.25 %
Finance lease obligations
Less: Unamortized debt discount and issuance costs80 90 
Less: Long-term debt due within one year 1, 3
1,997 
Total$10,625 $15,611 
Short-term borrowings
In millions
March 31, 2022December 31, 2021
Commercial paper 1
$404 $150 
Long-term debt due within one year— 
Total short-term borrowings and finance lease obligations$405 $150 
1. The weighted-average interest rate on commercial paper was 0.89 percent at March 31, 2022 and 0.34 percent at December 31, 2021.
1.Represents May 2020 Notes.
2.
Long-Term DebtMarch 31, 2022December 31, 2021
In millionsAmountWeighted Average RateAmountWeighted Average Rate
Promissory notes and debentures 1
  Final maturity 2023$2,800 3.92 %$2,800 3.89 %
  Final maturity 20251,850 4.49 %1,850 4.49 %
  Final maturity 2026 and thereafter6,050 5.13 %6,050 5.13 %
Other facilities:
Finance lease obligations
Less: Unamortized debt discount and issuance costs67 70 
Less: Long-term debt due within one year
— 
Total$10,634 $10,632 
1. Represents senior unsecured notes (the "2018 Senior Notes"), which are senior unsecured obligations of the Company.
3. Presented net of current portion of unamortized debt issuance costs.

Principal Payments of long-term debt for the remainder of 20212022 and the five succeeding fiscal years are as follows:
Maturities of Long-Term Debt for Next Five Years at March 31, 2021Total
Maturities of Long-Term Debt for Next Five Years at March 31, 2022Maturities of Long-Term Debt for Next Five Years at March 31, 2022Total
In millionsIn millionsTotalIn millions
Remainder of 2021
2022$
Remainder of 2022Remainder of 2022$— 
20232023$2,800 2023$2,800 
20242024$2024$— 
20252025$1,850 2025$1,850 
20262026$2026$— 
20272027$— 

The estimated fair value of the Company's long-term borrowings was determined using Level 2 inputs within the fair value hierarchy, as described in Note 21.22. Based on quoted market prices for the same or similar issues, or on current rates offered to the Company for debt of the same remaining maturities, the fair value of the Company's long-term borrowings, not including long-term debt due within one year, was $12,617$11,709 million and $18,336$12,595 million at March 31, 20212022 and December 31, 2020,2021, respectively.

Available Committed Credit Facilities
The following table summarizes the Company's credit facilities:
Committed and Available Credit Facilities at March 31, 2021
Committed and Available Credit Facilities at March 31, 2022Committed and Available Credit Facilities at March 31, 2022
In millionsIn millionsEffective DateCommitted CreditCredit AvailableMaturity DateInterestIn millionsEffective DateCommitted CreditCredit AvailableMaturity DateInterest
Revolving Credit Facility, Five-year
Revolving Credit Facility, Five-year
May 2019$3,000 $2,978 May 2024Floating Rate
Revolving Credit Facility, Five-year
May 2019$3,000 $2,990 May 2024Floating Rate
364-day Revolving Credit Facility364-day Revolving Credit FacilityApril 20201,000 1,000 April 2021Floating Rate364-day Revolving Credit FacilityApril 20211,000 1,000 April 2022Floating Rate
Total Committed and Available Credit FacilitiesTotal Committed and Available Credit Facilities$4,000 $3,978 Total Committed and Available Credit Facilities$4,000 $3,990 

Intended Rogers Acquisition
On April 15,November 22, 2021, the Company entered into an updated $1a two-year senior unsecured committed term loan agreement in the amount of $5.2 billion 364-day revolving credit facility (the “2021 $1B"2021 Term Loan Facility"). The 2021 Term Loan Facility is intended to fund the Intended Rogers Acquisition. The debt covenants and default provisions in the 2021 Term Loan Facility are consistent with those of the Five-Year Revolving Credit Facility") asFacility and the $1 billion 364-day revolving credit facility entered in April 2020 (the “2020 $1B Revolving Credit Facility") expired mid-April. As of the effectiveness of the 2021 $1B Revolving Credit Facility, the 2020 $1B Revolving Credit Facility was terminated. The $1B Revolving Credit facility may be used for general corporate purposes.

N&B Transaction
As part of the N&B Transaction, the Company received a Special Cash Payment of approximately $7.3 billion. The Special Cash Payment was partially funded by the N&B Notes Offering, which was completed on September 16, 2020. In order to fundFacility.
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the remainder of the Special Cash Payment, immediately prior to the consummation of the N&B Transaction, N&B borrowed $1.25 billion under the N&B Term Loan on February 1, 2021. The obligations and liabilities associated with the N&B Notes Offering and the N&B Term Loan were separated from the Company on February 1, 2021 upon consummation of the N&B Transaction. See Note 2for more information.

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”). The consummation of the N&B Transaction triggered the special mandatory redemption feature of the May 2020 Debt Offering and on May 3, 2021, theOffering. The Company provided notice that it will redeemredeemed the May 2020 Notes on May 13, 2021. The Company will use2021 and funded the redemption with proceeds from the Special Cash Payment to redeem the May 2020 Notes in full together with accrued and unpaid interest.Payment.

Term Loan Facilities
On February 1, 2021, the Company terminated its fully drawn $3 billion term loan facilities in the aggregate principle amount of $3 billion (the "Term Loan Facilities").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.

Revolving Credit Facilities
On April 12, 2022, the Company entered into a new $2.5 billion five-year revolving credit facility (the "2022 Five-Year Revolving Credit Facility"). As of the effectiveness of the 2022 Five-Year Revolving Credit Facility, the Company's prior $3 billion Five-Year Revolving Credit Facility entered in May 2019 was terminated. The 2022 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 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 2022. As of the effectiveness of the 2022 $1B Revolving Credit Facility, the 2021 $1B Revolving Credit Facility was terminated.

Uncommitted Credit Facilities and Outstanding Letters of Credit
Unused bank credit lines on uncommitted credit facilities were $749approximately $750 million at March 31, 2021.2022. These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were $138approximately $153 million at March 31, 2021.2022. These letters of credit support commitments made in the ordinary course of business.

Debt Covenants and Default Provisions
The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The 2018 Senior Notes and May 2020 Notes also contain customary default provisions. The 2021 Term Loan Facility, the Five-Year Revolving Credit Facility and the 20202021 $1B Revolving Credit Facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At March 31, 2021,2022, the Company was in compliance with this financial covenant. There were no material changes to the debt covenants and default provisions at March 31, 2021.2022.


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NOTE 1416 - COMMITMENTS AND CONTINGENT LIABILITIES
Litigation, and Environmental Matters, and Indemnifications
The Company and certain subsidiaries are involved in various lawsuits, claims and environmental actions that have arisen in the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain substances at various sites. In addition, in connection with divestitures and the related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. The Company records liabilities for ongoing and indemnification matters when the information available indicates that it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.

As of March 31, 2021,2022, the Company has recorded indemnification assets of $20 million within "Accounts and notes receivable - net" and $232 million within "Deferred charges and other assets" and indemnification liabilities of $18$107 million associated with litigation matters including non-PFAS liabilities retained, assumed or indemnified underwithin "Accrued and other current liabilities" and $177 million within "Other noncurrent obligations" within the DWDP Separation and Distribution Agreement discussed below.Condensed Consolidated Balance Sheets.

In addition, DuPont hasThe Company’s accruals discussed below for indemnification liabilities of $11 million related to the remaining settlementbinding Memorandum of the Ohio MDL, discussed below, and of $62 million in connection with the cost sharing arrangement related to future eligible PFAS costs, discussed below,Understanding (“MOU”) between The Chemours, Company (“Chemours”), Corteva, EID and the Company. Management believes that it is reasonably possibleCompany and to the Company could incur eligible PFAS costs in excess of the amounts accrued, but any such losses are not estimable at this time due to various reasons, including, among others, that the underlying matters are in their early stages and have significant factual issues to be resolved. Eligible PFAS costs are included in PFAS Stray Liabilities discussed below.

Discontinued and/or Divested Operations and BusinessesDowDuPont ("DDOB"DWDP") Liabilities of EID
Under the DWDP Separation and Distribution Agreement and the Letter Agreement between Corteva and DuPont, DDOB liabilities of EID primarily related to EID’s agriculture business were allocated to or retained by Corteva and those primarily related to EID’s specialty products business were allocated to or retained by the Company. EID DDOB liabilities not primarily related to EID’s agriculture business or specialty products business (“Stray Liabilities”), are allocated as follows:

Generally, indemnifiable losses as defined in the DWDP Separation and Distribution Agreement, (“Indemnifiable Losses”) for Stray Liabilities, to the extent they do not arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS, defined below, (“Non-PFAS Stray Liabilities”) that are known as of April 1, 2019 are borne by Corteva up to a specified amount set forth in the schedules to the Separation and Distribution Agreement and/or Letter Agreement. Non-PFAS Stray Liabilities in excess of such specified amounts and any Non-PFAS Stray Liabilities not listed in the schedules to the DWDP Separation and Distribution Agreement or Letter Agreement are borne by Corteva and/or DuPont up to separate, aggregate thresholds of $200 million each to the extent Corteva or DuPont, as applicable, incurs an Indemnifiable Loss. Once Corteva’s or DuPont’s $200 million threshold is met, the other would generally bear all Non-PFAS Stray Liabilities until meeting its $200 million threshold. After the respective $200 million thresholds are met, DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses. While DuPont believes it is probable that it will incur a liability related to Non-PFAS Stray Liabilities discussed below, such liability is not reasonably estimable at March 31, 2021. Therefore, at March 31, 2021, DuPont has not recorded an accrual related to Non-PFAS Liabilities.
Generally, Corteva and the Company will each bear 50 percent of the first $300 million (up to $150 million each) for Indemnifiable Losses arising out of actions to the extent related to or resulting from the development, testing, manufacture or sale of per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”) (all such substances, “PFAS” and such Stray Liabilities referred to as “PFAS Stray Liabilities”), unless either Corteva or DuPont has met its $200 million threshold described above. In that event, the other company would bear all PFAS Stray Liabilities until that company meets its $200 million threshold, at which point DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses. Indemnifiable Losses to the extent related to PFAS Stray Liabilities in excess of $300 million generally will be borne 71 percent by the Company and 29 percent by Corteva.
Indemnifiable Losses incurred byCorteva (together the companies“Agreements”), are included in relation to PFAS Stray Liabilities up to $300 million (e.g., up to $150 million each) will be applied to each company’s respective $200 million threshold.the balances above.

Indemnifiable Losses, as defined in the DWDP Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of Stray Liabilities.

DuPont expects to continue to incur directly and as Indemnifiable Losses and/or qualified spend (as defined below), costs and expenses related to litigation defense, such as attorneys’ fees and expenses and court costs, in connection with the Stray Liabilities described below. In accordance with its accounting policy for litigation matters, the Company will expense such litigation defense costs as incurred which could be significant to the Company’s financial condition and/or cash flows in the period.

Even when the Company believes the probability of loss or of an adverse unappealable final judgment is remote, the Company may consider settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company, including avoidance of future distraction and litigation defense cost, and its shareholders.

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PFAS Stray Liabilities: Future Eligible PFAS Costs
On July 1, 2015, EID, a Corteva subsidiary since June 1, 2019, completed the separation of EID’s Performance Chemicals segment through the spin-off of Chemours to holders of EID common stock (the “Chemours Separation”). In connection withOn June 1, 2019, the Company completed the separation of its agriculture business through the spin-off EID and Chemours entered into a Separation Agreement. In 2017, EID and Chemours amended the Chemours Separation Agreement (as amended, the “Chemours Separation Agreement”) to provide for a limited sharing of potential future liabilities related to alleged historical releases of PFOA for a five-year period that began on July 6, 2017.Corteva, Inc. (“Corteva”), including Corteva’s subsidiary EID.

On January 22, 2021, the Company, Corteva, EID and Chemours entered into a binding Memorandum of Understanding (the “MOU”),the MOU pursuant to which the parties have agreed to release certain claims that had been raised by Chemours including any claims arising out of or resulting from the process and manner in which EID structured or conducted the Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU. In connection with the MOU, the confidential arbitration process regarding certain claims by Chemours was terminated in February 2021. The parties have further agreed not to bring any future, additional claims regarding the Chemours Separation Agreement or the MOU outside of arbitration.

Pursuant to the MOU, the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS including PFOA, out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of qualified spend (asQualified Spend, as defined in the MOU)MOU, is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU. This sharing arrangement replaces the cost sharing arrangement between EIDPFAS refers to per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and Chemours established pursuant to the Chemours Separation Agreement.its ammonium salts (“PFOA”).

The parties have agreed that, during the term of this sharing arrangement, Qualified Spend up to $4 billion will be borne 50 percent by Chemours and 50 percent, up to a cap of $2 billion, by the Company and Corteva. The Company and Corteva will bearsplit their 50 percent of any qualified spend andQualified Spend in accordance with the Company and Corteva shall bear 50 percent of any qualified spend. The Company’s and Corteva’s share of qualified spend shall not exceed $2 billion in the aggregate.Agreements. After the term of this arrangement, Chemours’ indemnification obligations under the Chemours Separation Agreement would continue unchanged, subject in each case to certain exceptions set forth in the MOU.

In order to support and manage any potential future eligible PFAS costs, the parties have also agreed to establish an escrow account. The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 million into an escrow account and DuPont and Corteva shall together deposit $100 million in the aggregate into an escrow account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $50 million into an escrow account and DuPont and Corteva shall together deposit $50 million in the aggregate into an escrow account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any year (excluding 2021). Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, Chemours will make 50 percent of the deposits and DuPont and Corteva together will make 50 percent of the deposits necessary to restore the balance of the escrow account to $700 million. Such payments will be made in a series of
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consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU. As of September 30, 2021, the initial escrow deposit was completed by all parties in accordance with the MOU. At March 31, 2022 and December 31, 2021, DuPont's $50 million deposit into the escrow account is reflected in "Restricted cash and cash equivalents" on the Condensed Consolidated Balance Sheet.

All funding obligationsUnder the Agreements, Divested Operations and Businesses ("DDOB") liabilities of EID not allocated to or retained by Corteva or the Company are categorized as relating to either (i) PFAS Stray Liabilities, if they arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS; or (ii) Non-PFAS Stray Liabilities, (and together with PFAS Stray Liabilities, the “EID Stray Liabilities”).

The Agreements provide that the Company and Corteva under this sharing arrangement, whetherwill each bear specified amounts plus an additional $200 million of Indemnifiable Losses, described below, in respect of escrow funding or in respect of qualified spend, will be allocated betweenrelation to certain EID Stray Liabilities. The Agreements further provide that the Company and Corteva in accordance withwill each bear 50 percent, $150 million each, of the termsfirst $300 million of total Indemnifiable Losses related to PFAS Stray Liabilities. When the companies meet their respective $150 million threshold, Indemnifiable Losses related to PFAS Stray Liabilities will be borne 71 percent by DuPont and 29 percent by Corteva. Indemnifiable Losses up to $150 million incurred for PFAS Stray Liabilities are credited against each company’s $200 million threshold.

Whenever Corteva or DuPont meets its $200 million threshold, the other would generally bear all Non-PFAS Stray Liabilities until meeting its $200 million threshold. Thereafter, DuPont will bear 71 percent and Corteva will bear 29 percent of Indemnifiable Losses related to Non-PFAS Stray Liabilities.

Indemnifiable Losses, as defined in the DWDP Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of EID Stray Liabilities.

In connection with the MOU and the termsAgreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:
Indemnified Liabilities Related to the MOU
In millionsMarch 31, 2022December 31, 2021Balance Sheet Classification
Current indemnified liabilities$41 $37 Accrued and other current liabilities
Long-term indemnified liabilities$86 $89 Other noncurrent obligations
Total indemnified liabilities accrued under the MOU 1, 2
$127 $126 
1.As of March 31, 2022 and December 31, 2021, total indemnified liabilities accrued include $108 million and $112 million, respectively, related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Letter Agreement.Consent Order between Chemours and the North Carolina Department of Environmental Quality (the "NC DEQ").
2.In addition to the above, as of December 31, 2021, the Company had recognized a liability of $12.5 million related to the settlement agreement between Chemours, Corteva and DuPont and Delaware's Attorney General, discussed below.

Future charges if any, associated with the MOU would be recognized over the term of the agreement as a component of income from discontinued operations to the extent liabilities become probable and estimable.

The parties have agreed to cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU in the second quarter of 2021.

Ohio MDL Personal Injury Cases
DuPont, which was formed after the spin-off of Chemours by EID, is not named in the personal injury and other PFAS actions discussed below.

In 2004, EID settled a West Virginia state court class action, Leach v. DuPont,E. I. du Pont de Nemours and Company, which alleged that PFOA from EID’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents. Members of the Leach class have standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and
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diagnosed high cholesterol. In 2017, Chemours and EID each paid $335 million to settle the multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water. The 2017 settlement did not resolve claims of Leach class members who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017. Since the 2017 settlement about 100 additional cases alleging personal injury, including kidney and testicular cancer claims, have beenwere filed or noticed and are pending in the Ohio MDL.

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On January 21, 2021, EID and Chemours entered into settlement agreements with plaintiffs’ counsel representing the Ohio MDL plaintiffs providing for a settlement of cases and claims in the Ohio MDL, except as noted below (the “Settlement”). The total settlement amount iswas $83 million in cash with each of the Company and EID contributing $27 million and Chemours contributing $29 million. At March 31,June 30, 2021 the Company had paid $16in full its $27 million of its $27 million contribution; the remainder was paid in April 2021. Thecontribution. The Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by the Company, Corteva, EID or Chemours. In connection with the Settlement, in April 2021 the plaintiffs filed a motion to terminate the Ohio MDL. The case captioned “Abbott vv. E. I. du Pont de Nemours and Company” is a personal injury action that is not included in the Settlement of the Ohio MDL. DuPont was not named party in the Leach case or the Ohio MDL and is presently pending appeal.not a named party in the Abbott case.

In the Abbott case, the jury returned a verdict inAs of March 2020 against EID, awarding $50 million in compensatory damages to the plaintiff and his wife, who claimed that exposure to PFOA in drinking water caused him to develop testicular cancer. In March 2021, the trial judge entered an order denying EID’s post-trial motions for a reduction in the verdict amount for Mr. Abbott but reduced Mrs. Abbott’s verdict for loss of consortium from $10 million to $250,000, reducing the total verdict to $40.25 million. EID has appealed the verdict. The plaintiffs also sought but were not awarded punitive damages.

In addition to the actions described above,31, 2022, there are severalvarious cases alleging damages due to natural resources, the environment, water, and/or property as well as various other allegations. DuPont and CortevaPFAS which are named in most of the actions discussed below. Such actions often include additional claims based on allegations that the transfer by EID of certain PFAS liabilities to Chemours prior to the Chemours Separation resulted in a fraudulent conveyance or voidable transaction. With the exception of the fraudulent conveyance claims, which are excluded from the MOU, legal fees, expenses, costs, and any potential liabilities for eligible PFAS costs presented by the following matters will be shared as defined in the MOU between Chemours, EID, Corteva and DuPont.

Natural Resource Damage Matters
Beginning in April 2019, several dozen lawsuits alleging water contamination from the use of PFAS-containing aqueous firefighting foams (“AFFF”) were filed against EID and Chemours, in addition to 3M and other AFFF manufacturers. The majority of these lawsuits were consolidated in a multi-district litigation docket in federal court in South Carolina (the “SC MDL”). Since May 2017,then, the SC MDL has grown and contains approximately 2,400 cases. Most of the actions in the SC MDL identify DuPont as a numberdefendant only for fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations. Generally, the SC MDL contains multiple types of lawsuits including, but not limited to, approximately 2,160 personal injury cases, state attorneys general natural resource damages cases, and water provider contamination cases. NaN of the water provider contamination cases have filedbeen selected by the court as bellwether cases. The court has encouraged all parties to discuss resolution of the water provider category of cases. Consistent with the court’s instruction and under the mutual obligations of the MOU, Chemours, Corteva/EID and DuPont, together, are engaged with plaintiffs’ counsel on these cases. DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containing products.

There are also state attorneys general lawsuits against DuPont, Corteva, EID, Chemours, and others, claimingoutside of the SC MDL. These also claim environmental contamination by certain PFAS compounds. Such actions are currently pending in Michigan, New Hampshire, New Jersey, North Carolina, Ohio and Vermont.compounds but distinct from AFFF. Generally, the states raise common law tort claims and seek economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to cleanup contamination from certain PFAS compounds, and to abate the alleged nuisance. Most of these actions include fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.

Additionally,In July 2021, Chemours, Corteva (for itself and EID) and DuPont has engagedreached a resolution with the State of Delaware regardingthat avoids litigation and addresses potential similar causesnatural resources damages from known historical and current releases by the companies in or affecting Delaware. The resolution releases these potential state claims arising from the environmental impacts of actionvarious chemicals, including PFAS, across all current and historical locations. Consistent with the MOU, Chemours will bear 50 percent or $25 million of the $50 million settlement and Corteva and DuPont will each bear $12.5 million. The Company paid its portion of the settlement in January 2022. The settlement also calls for PFASa potential Supplemental Payment to Delaware up to a total of $25 million funded 50 percent by Chemours and other contaminants.50 percent by Corteva and DuPont, jointly, under certain circumstances which are not deemed probable.

OtherChemours, Corteva, DuPont and certain of their respective Dutch entities, received a civil summons filed before the Court of Rotterdam, the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility. The municipalities are seeking liability declarations relating to the Dordrecht site’s current and historical PFAS Environmental Mattersoperations and emissions.
Several additional
In addition to the above matters, the Company is a named party in various other legal matters that make claims related to PFAS, for which the costs of litigation and future liabilities, if any, are eligible PFAS costs under the MOU and Indemnification Losses under the Agreements. These matters include lawsuits have been filed by residents, local water districts and private water companies against EID, Chemours, Corteva, DuPont and others in New York, New Jersey and California generally alleging contamination of water systems due to the release of PFAS compounds. These suits seek compensatory and punitive damages, as well as present and future costs to clean up the alleged contamination. This includes a putative class action filed in the Northern District of New York on behalf of all individuals who, as of December 1, 2015, are or were owners of real property located in the Village of Hoosick Falls, New York and who obtain their drinking water from a privately owned well which has allegedly been contaminated by PFAS. The plaintiffs seek compensatory and punitive damages as well as medical monitoring. The certification of the class is currently pending before the court.systems.

Additionally, thereThere are several actionspending cases that make claims related to PFAS that have been filed against Chemours and Corteva/EID in New Jerseywhich the Company is not a named party, but for which the costs of litigation and New York on behalf of residents who allege personal injuries due to exposure tofuture liabilities, if any, are or may be eligible PFAS in their drinking water. These lawsuits generally seek compensatorycosts under the MOU and punitive damages stemming from those alleged injuries and medical monitoring.Indemnification Losses under the Agreements.

Aqueous Film Forming Foam
Beginning in April 2019, several dozen lawsuits involving water contamination arising from the use of PFAS-containing aqueous firefighting foams (“AFFF”) were filed against EID, Chemours, 3M and other AFFF manufacturers and in different parts of the country. Most were consolidated in multi-district litigation docket in federal district court in South Carolina (the
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“SC MDL”). Many of those cases also name DuPontWhile Management believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses as a defendant. Those actions largely seek remediation of the allegeddate of this report, it is reasonably possible that the Company could incur additional eligible PFAS contaminationcosts and Indemnifiable Losses in and around military bases and airportsexcess of the amounts accrued. These additional costs could have a significant effect on the Company’s financial condition and/or cash flows in the period in which they occur; however, costs qualifying as well as medical monitoring of affected residents. The first 10 bellwether cases have been selectedQualified Spend are limited by the court, allterms of which are water district contamination cases.

As of March 31, 2021, approximately 1,020 personal injury cases have been filed directly in the SC MDL and assert claims on behalf of individual firefighters and others who allege that exposure to PFAS in firefighting foam caused them to develop cancer, including kidney and testicular cancer. DuPont has been named as a defendant in most of these personal injury AFFF cases. DuPont is seeking the dismissal of DowDuPont and DuPont from these actions. EID and the Company have never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS containing products.

Additionally, a case filed by a former firefighter is pending in the Southern District of Ohio seeking certification of a nationwide class of individuals who have detectable levels of PFAS in their blood serum. The suit was filed against 3M and several other defendants in addition to Chemours and EID. The complaint specifically seeks, among other things, the creation of a “PFAS Science Panel” to study the effects of PFAS, but expressly states that the class does not seek compensatory damages for personal injuries. In February 2020, the court denied the defendants' motion to transfer this case to the SC MDL. The decision of whether to certify the class is currently pending before the court.

North Carolina PFAS Actions
There are several actions pending in federal court against EID and Chemours, relating to discharges of PFCs, including GenX, into the Cape Fear River. GenX is a polymerization processing aid and a replacement for PFOA introduced by EID which Chemours continues to manufacture at its Fayetteville Works facility in Bladen County, North Carolina. One of these actions is a consolidated putative class action that asserts claims for damages and other relief on behalf of putative classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River. Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, that seek actual and punitive damages as well as injunctive relief. In addition, an action is pending in North Carolina state court on behalf of about 200 plaintiffs who own wells and property near the Fayetteville Works facility. The plaintiffs seek damages for nuisance allegedly caused by releases of certain PFCs from the site.

In the third quarter 2020, 3 lawsuits were filed in North Carolina state court against Chemours, EID, Corteva and DuPont. The lawsuits seek damages for alleged personal injuries to more than 100 individuals due to alleged exposure to PFOA and GenX originating from the Fayetteville Works plant. These lawsuits also include fraudulent transfer allegations related to the Chemours Separation.MOU.

Other Litigation Matters
In addition to the specific matters described above, the Company is party to other claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class actions and seek damages in very large amounts. As of March 31, 2022, the Company has liabilities of $18 million associated with these other litigation matters. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company. In accordance with its accounting policy for litigation matters, the Company will expense litigation defense costs as incurred, which could be significant to the Company’s financial condition and/or cash flows in the period.

Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. At March 31, 2021,2022, the Company had accrued obligations of $82$208 million for probable environmental remediation and restoration costs, inclusive of $37 million retained and assumed following the DWDP Distributions and $45 million of indemnified liabilities.costs. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the Condensed Consolidated Balance Sheets. This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to $172 million above the amount accrued at March 31, 2021. Consequently, itIt is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. At December 31, 2020

The accrued environmental obligations include the Company had accrued obligationsfollowing:
Environmental Accrued Obligations
In millionsMarch 31, 2022December 31, 2021
Potential exposure above the amount accrued 1
Environmental remediation liabilities not subject to indemnity$43 $43 $102 
Environmental remediation indemnified liabilities:
    Indemnifications related to Dow and Corteva 2
45 46 66 
    MOU related obligations (discussed above) 3
120 116 66 
Total environmental related liabilities$208 $205 $234 
1.The environmental accrual represents management’s best estimate of $80 millionthe costs for probable environmental remediation and restoration costs.with respect to environmental matters, although it is reasonably possible that the ultimate cost with respect to these particular matters could range above the amount accrued.

2.
Pursuant to the DWDP Separation and Distribution Agreement, the Company is required to indemnify Dow and Corteva for certain Non-PFAS clean-up responsibilities and associated remediation costs.
3.The accrued environmentalMOU related obligations are included in the Indemnified Liabilities Related to the MOU presented above. In November 2021, Chemours received additional notices from the NC DEQ related to potential PFAS contamination of $45 million asgroundwater. The Company is unable to reasonably estimate the potential impact on its indemnification liability due to the inherent uncertainties given the early stage of March 31, 2021 includes amount for which the Company indemnifies Dow and Corteva. At March 31, 2021, the Company has indemnified Dow and Corteva $8 million and $37 million, respectively.process.
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Indemnifications
In connection with the ongoing divestitures and transactions, the Company has indemnified and has been indemnified by respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. At March 31, 2021, the indemnification assets were $80 million within "Accounts and notes receivable - net" and $228 million within "Deferred charges and other assets" and the indemnification liabilities were $160 million within "Accrued and other current liabilities" and $140 million within "Other noncurrent obligations" within the Consolidated Balance Sheets.

Guarantees
Obligations for Equity Affiliates & Others
The Company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates and customers. At March 31, 2021 and December 31, 2020, the Company had directly guaranteed $180 million and $189 million, respectively, of such obligations. These amounts represent the maximum potential amount of future (undiscounted) payments that the Company could be required to make under the guarantees. The Company would be required to perform on these guarantees in the event of default by the guaranteed party.

The Company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees. These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default history for counterparties that do not have published credit ratings. For counterparties without an external rating or available credit history, a cumulative average default rate is used.

In certain cases, the Company has recourse to assets held as collateral, as well as personal guarantees from customers. At March 31, 2021, no collateral was held by the Company.

The following table provides a summary of the final expiration year and maximum future payments for each type of guarantee:
Guarantees at March 31, 2021Final Expiration YearMaximum Future Payments
In millions
Obligations for customers 1:
Bank borrowings2021$15 
Obligations for non-consolidated affiliates 2:
Bank borrowings2021$165 
Total guarantees$180 
1. Existing guarantees for select customers, as part of contractual agreements. The terms of the guarantees are equivalent to the terms of the customer loans that are primarily made to finance customer invoices. At March 31, 2021, all maximum future payments had terms less than a year.
2. Existing guarantees for non-consolidated affiliates' liquidity needs in normal operations.


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NOTE 1517 - OPERATING LEASES
OperatingThe lease costscost for the three months ended March 31, 2021 and 2020operating leases were $29 million and $31 million, respectively. as follows:
Three Months Ended March 31,
In millions20222021
Operating lease costs$27 $27 

Operating cash flows from operating leases were $29 million and $31$27 million for the three months ended March 31, 20212022 and 2020, respectively.2021.

Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. New operating lease assets and liabilities entered into during the three months ended March 31, 2022 and 2021 and 2020 were $22$12 million and $53$14 million, respectively. Supplemental balance sheet information related to leases was as follows:
In millionsIn millionsMarch 31, 2021December 31, 2020In millionsMarch 31, 2022December 31, 2021
Operating LeasesOperating Leases Operating Leases 
Operating lease right-of-use assets 1
Operating lease right-of-use assets 1
$416 $423 
Operating lease right-of-use assets 1
$419 $422 
Current operating lease liabilities 2
Current operating lease liabilities 2
98 117 
Current operating lease liabilities 2
93 92 
Noncurrent operating lease liabilities 3
Noncurrent operating lease liabilities 3
320 308 
Noncurrent operating lease liabilities 3
332 337 
Total operating lease liabilitiesTotal operating lease liabilities$418 $425 Total operating lease liabilities$425 $429 
1.Included in "Deferred"Deferred charges and other assets"assets" in the interim Condensed Consolidated Balance Sheet.
2.Included in "Accrued"Accrued and other current liabilities"liabilities" in the interim Condensed Consolidated Balance Sheet.
3.Included in "Other"Other noncurrent obligations"obligations" in the interim Condensed Consolidated Balance Sheet.

Operating lease right-of-useROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide the lessor’s implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments.
Lease Term and Discount Rate for Operating LeasesLease Term and Discount Rate for Operating LeasesMarch 31, 2021December 31, 2020Lease Term and Discount Rate for Operating LeasesMarch 31, 2022December 31, 2021
Weighted-average remaining lease term (years)Weighted-average remaining lease term (years)7.636.78Weighted-average remaining lease term (years)7.588.50
Weighted average discount rateWeighted average discount rate2.06 %2.41 %Weighted average discount rate1.80 %2.01 %

Maturities of lease liabilities were as follows:
Maturity of Lease Liabilities at March 31, 2021Operating Leases
Maturity of Lease Liabilities at March 31, 2022Maturity of Lease Liabilities at March 31, 2022Operating Leases
In millionsIn millionsOperating LeasesIn millions
Remainder of 2021
202291 
Remainder of 2022Remainder of 2022$78 
2023202370 202386 
2024202451 202471 
2025202530 202549 
2026 and thereafter133 
2026202635 
2027 and thereafter2027 and thereafter148 
Total lease paymentsTotal lease payments$458 Total lease payments$467 
Less: InterestLess: Interest40 Less: Interest42 
Present value of lease liabilitiesPresent value of lease liabilities$418 Present value of lease liabilities$425 

The Company has leases in which it is the lessor, with the largest being a result of the N&B transaction. In connection with the N&B Distribution,Transaction, DuPont entered into leasing agreements with IFF, whereby DuPont is leasing certain properties, including office spaces and R&D laboratories to IFF. These leases are classified as operating leases and lessor income and related expenses are not significant to the Company's interimCondensed Consolidated Balance Sheet or interim Consolidated Statement of Operations.


Lease agreements where the Company is the lessor have final expirations through 2036.
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NOTE 1618 - STOCKHOLDERS' EQUITY
As part of the Exchange Offer from the N&B Transaction, the Company accepted and retired approximately 197.4 million shares of its common stock in exchange for about 141.7 million shares of N&B Common Stock. As a result, the Company reduced its common stock outstanding by 197.4 million shares of DuPont Common Stock as of February 1, 2021.

Share Repurchase Program
On June 1, 2019, the Company's Board of Directors approved a $2 billion share buyback program ("2019 Share Buyback Program"), which expiresexpired on June 1, 2021. DuringAt the first quarter, the Company repurchased and retired 6.8 million shares for $500 million underexpiry of the 2019 Share Buyback Program. At March 31, 2021,Program, the Company had repurchased and retired a total of 23.729.9 million shares at a cost of $1.5$2 billion.

In the first quarter of 2021, the Company's Board of Directors authorized a new $1.5 billion share buyback program, which expires on June 30, 2022 ("2021 Share Buyback Program"). TheAs of March 31, 2022, the Company expects to repurchasecompleted the program, and repurchased and retired a total of 19.6 million shares for $1.5 billion under the 2021 Share Buyback Program afterProgram.

In February 2022, the completionCompany's Board of Directors authorized an additional $1.0 billion share buyback program which expires on March 31, 2023, (the "2022 Share Buyback Program"). As of March 31, 2022, the 2019Company had not repurchased shares under the 2022 Share Buyback Program.

Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the three months ended March 31, 20212022 and 2020:2021:
Accumulated Other Comprehensive LossAccumulated Other Comprehensive LossCumulative Translation AdjPension and OPEBDerivative InstrumentsTotalAccumulated Other Comprehensive LossCumulative Translation AdjPension and OPEBDerivative InstrumentsTotal
In millionsIn millionsCumulative Translation AdjCumulative Translation AdjPension and OPEB
2020
Balance at January 1, 2020$(1,070)$(345)$(1)$(1,416)
Other comprehensive loss before reclassifications(396)(2)(398)
Amounts reclassified from accumulated other comprehensive loss
Net other comprehensive income (loss)$(396)$$$(394)
Balance at March 31, 2020$(1,466)$(343)$(1)$(1,810)
202120212021
Balance at January 1, 2021Balance at January 1, 2021$470 $(425)$(1)$44 Balance at January 1, 2021$470 $(425)$(1)$44 
Other comprehensive (loss) income before reclassificationsOther comprehensive (loss) income before reclassifications(477)(469)Other comprehensive (loss) income before reclassifications(477)— (469)
Amounts reclassified from accumulated other comprehensive lossAmounts reclassified from accumulated other comprehensive lossAmounts reclassified from accumulated other comprehensive loss— — 
Split-off of N&B reclassification adjustmentSplit-off of N&B reclassification adjustment184 73 258 Split-off of N&B reclassification adjustment184 73 258 
Net other comprehensive (loss) incomeNet other comprehensive (loss) income$(293)$85 $$(207)Net other comprehensive (loss) income$(293)$85 $$(207)
Balance at March 31, 2021Balance at March 31, 2021$177 $(340)$$(163)Balance at March 31, 2021$177 $(340)$— $(163)
20222022
Balance at January 1, 2022Balance at January 1, 2022$(88)$73 $56 $41 
Other comprehensive (loss) income before reclassificationsOther comprehensive (loss) income before reclassifications(265)(6)11 (260)
Amounts reclassified from accumulated other comprehensive lossAmounts reclassified from accumulated other comprehensive loss— (1)— (1)
Net other comprehensive (loss) incomeNet other comprehensive (loss) income$(265)$(7)$11 $(261)
Balance at March 31, 2022Balance at March 31, 2022$(353)$66 $67 $(220)

The tax effects on the net activity related to each component of other comprehensive income (loss) were not materialsignificant for the three months ended March 31, 20212022 and 2020.2021.

A summary of the reclassifications out of AOCL for the three months ended March 31, 20212022 and 20202021 is provided as follows:
Reclassifications Out of Accumulated Other Comprehensive LossReclassifications Out of Accumulated Other Comprehensive LossThree Months Ended
March 31,
Income ClassificationReclassifications Out of Accumulated Other Comprehensive LossThree Months Ended March 31,Income Classification
In millionsIn millions20212020In millions20222021
Cumulative translation adjustmentsCumulative translation adjustments$184 $— See (1) belowCumulative translation adjustments$— $184 See (1) below
Pension and other post-employment benefit plansPension and other post-employment benefit plans$106 $See (1) belowPension and other post-employment benefit plans$(1)$106 See (1) below
Tax (benefit) expenseTax (benefit) expense(29)See (1) belowTax (benefit) expense— (29)See (1) below
After taxAfter tax$77 $After tax$(1)$77 
Derivative Instruments$$See (1) below
Derivative instrumentsDerivative instruments$— $See (1) below
Total reclassifications for the period, after taxTotal reclassifications for the period, after tax$262 $Total reclassifications for the period, after tax$(1)$262 
1. The activity for the three months ended March 31, 2022 is classified within the "Sundry income (expense) - net". The activity for the three months ended March 31, 2021 is classified almost entirely within "Income (loss) from discontinued operations, net of tax" and "Sundry income (expense) - net" as part of the N&B Transaction, and continuing operations, respectively. The activity for the three months ended March 31, 2020 iswith a portion classified within the "Sundry income (expense) - net" and "Provision for income taxes on continuing operations" lines.as part of continuing operations.
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NOTE 17 - NONCONTROLLING INTERESTS
Ownership interests in the Company's subsidiaries held by parties other than the Company are presented separately from the Company's equity in the interim Condensed Consolidated Balance Sheets as "Noncontrolling interests." The amounts of consolidated net income attributable to the Company and the noncontrolling interests are both presented on the face of the interim Consolidated Statements of Operations.

The following table summarizes the activity for equity attributable to noncontrolling interests for the three months ended March 31, 2021 and 2020:
Noncontrolling InterestsThree Months Ended March 31,
In millions20212020
Balance at beginning of period$566 $569 
Net income attributable to noncontrolling interests
Distributions to noncontrolling interests(19)(6)
Cumulative translation adjustments(7)(8)
Split-off of N&B(27)
Other
Balance at end of period$517 $566 

NOTE 1819 - PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS
A summary of the Company's pension plans and other post-employment benefits can be found in Note 19 to the Consolidated Financial Statements included in the Company’s 2021 Annual Report on Form 10-K for the year ended December 31, 2020.

On February 1, 2021, the Company's net underfunded balance was reduced by $232 million after certain assets and obligations were separated from the Company to N&B plans effective as part of the N&B Transaction.Report.

The following sets forth the components of the Company's net periodic benefit (credit) cost for defined benefit pension plans:
Net Periodic Benefit (Credit) Cost for All PlansThree Months Ended March 31,
In millions20212020
Defined Benefit Pension Plans:
Service cost 1
$15 $18 
Interest cost 2
11 14 
Expected return on plan assets 3
(28)(28)
Amortization of prior service credit 4
(1)(1)
Amortization of net loss 5
Curtailment/settlement 6
Net periodic benefit cost - total$$
Less: Net periodic benefit cost - discontinued operations
Net periodic benefit cost - continuing operations$$
Net Periodic Benefit (Credit) Cost for All PlansThree Months Ended March 31,
In millions20222021
Service cost 1
$12 $15 
Interest cost 2
14 11 
Expected return on plan assets 3
(27)(28)
Amortization of prior service credit 4
(1)(1)
Amortization of unrecognized net loss 5
Curtailment/settlement 6
— 
Net periodic benefit (credit) cost - total$(1)$
Less: Net periodic benefit credit - discontinued operations(3)— 
Net periodic benefit cost - continuing operations$$
1. The service cost from continuing operations was $13$9 million and $14$8 million for the three months ended March 31, 2022 and 2021, and 2020, respectively.respectively, for significant plans.
2. The interest cost from continuing operations was $11$13 million and $13$10 million for the three months ended March 31, 2022 and 2021, and 2020, respectively.respectively, for significant plans.
3. The expected return on plan assets from continuing operations was $27$21 million and $26$20 million for the three months ended March 31, 2022 and 2021, and 2020, respectively.respectively, for significant plans.
4. The amortization of prior service credit from continuing operations was immaterial for the three months ended March 31, 2022 and a gain of $1 million gain for both the three months ended March 31, 2021, and 2020.for significant plans.
5. The amortization of unrecognized net loss from continuing operations was $1 million and $3 million for both the three months ended March 31, 2022 and 2021, and 2020.respectively, for significant plans.
6. The curtailment and settlement costsloss from continuing operations was immaterial for the three months ended March 31, 2022 and $2 million for the three months ended March 31, 2021. There were no curtailment or settlement costs from continuing operations2021, for the three months ended March 31, 2020.significant plans.

Activity related to other post-employment benefits was considered immaterial for both the current and comparative periods. The continuing operations portion of the net periodic benefit (credit) cost, other than the service cost component, is included in "Sundry income (expense) - net" in the interim Consolidated Statements of Operations.

DuPont expects to make additional contributions in the aggregate of approximately $75$65 million by year-end 2021.2022.


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NOTE 1920 - STOCK-BASED COMPENSATION
A summary of the Company's stock-based compensation plans can be found in Note 20 to the Consolidated Financial Statements included in the Company’sCompany's 2021 Annual Report on Form 10-K for the year ended December 31, 2020.Report.

In the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 Plan") which allows the Company to grant options, share appreciation rights, restricted shares, restricted stock units ("RSUs"), share bonuses, other share-based awards, cash awards, or aany combination of the foregoing. Under the 2020 Plan, a maximum of 1817 million shares of common stock are available for award as of March 31, 2021. In June of 2019, DuPont adopted the DuPont Omnibus Incentive Plan ("DuPont OIP") which provides for equity-based and cash incentive awards to certain employees, directors, independent contractors and consultants in the form of stock options, RSUs and performance-based restricted stock units ("PSUs"). Under the DuPont OIP, a maximum of 2 million shares of common stock are available for award as of March 31, 2021.2022.

DuPont recognized share-based compensation expense in continuing operations of $17$19 million and $38$15 million for the three months ended March 31, 20212022 and 2020,2021, respectively. The income tax benefits related to stock-based compensation arrangements were $3$4 million and $8$3 million for the three months ended March 31, 20212022 and 2020,2021, respectively.

In the first quarter of 2021,2022, the Company granted 0.60.7 million RSUs, 0.60.5 million stock options and 0.40.3 million PSUs. The weighted-average fair values per share associated with the grants were $72.88$75.12 per RSU, $16.92$17.41 per stock option and $78.23$81.55 per PSU. The stock options had a weighted-average exercise price per share of $72.98.$75.05.
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Effect

Table of the N&B Distributions on Equity Awards
At the time of the N&B Distribution, outstanding, unvested share-based compensation awards that were denominated in DuPont common stock and held by N&B Employees were terminated and reissued as equity awards issued under the IFF stock plan.

Contents

NOTE 2021 - FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at March 31, 20212022 and December 31, 2020:2021:
Fair Value of Financial InstrumentsFair Value of Financial InstrumentsMarch 31, 2021December 31, 2020Fair Value of Financial InstrumentsMarch 31, 2022December 31, 2021
In millionsIn millionsCostGainLossFair ValueCostGainLossFair ValueIn millionsCostGainLossFair ValueCostGainLossFair Value
Cash equivalents
Cash equivalents
$3,246 $$$3,246 $1,105 $$$1,105 
Cash equivalents
$587 $— $— $587 $841 $— $— $841 
Restricted cash equivalents 1
Restricted cash equivalents 1
$14 $$$14 $6,223 $$$6,223 
Restricted cash equivalents 1
$62 $— $— $62 $65 $— $— $65 
Marketable securities$2,001 $$$2,001 $$$$
Total cash equivalents, restricted cash equivalents and marketable securities$5,261 $$$5,261 $7,328 $$$7,328 
Total cash and restricted cash equivalentsTotal cash and restricted cash equivalents$649 $— $— $649 $906 $— $— $906 
Long-term debt including debt due within one yearLong-term debt including debt due within one year$(12,622)$$(2,002)$(14,624)$(15,612)$$(2,725)$(18,337)Long-term debt including debt due within one year$(10,634)$— $(1,075)$(11,709)$(10,632)$— $(1,963)$(12,595)
Derivatives relating to:Derivatives relating to:Derivatives relating to:
Foreign currency 2
— 13 (10)— (13)(9)
Net investment hedge 2
Net investment hedge 2
— 89 — 89 — 74 — 74 
Foreign currency 3,4
Foreign currency 3,4
— 25 (26)(1)— (10)(5)
Total derivativesTotal derivatives$— $13 $(10)$$— $$(13)$(9)Total derivatives$— $114 $(26)$88 $— $79 $(10)$69 
1.At March 31, 2022 there was $9 million of restricted cash classified as "Other current assets" and $53 million classified as "Restricted cash and cash equivalents" in the Condensed Consolidated Balance Sheets. At December 31, 2021 there was $12 million of restricted cash classified as "Other current assets" and $53 million classified as "Restricted cash and cash equivalents" in the Condensed Consolidated Balance Sheet. See Note 7 for more information on restricted cash.
2.Classified as "Deferred charges and other assets" in the Condensed Consolidated Balance Sheets.
3.Classified as "Other current assets" and "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
2.4.Presented net of cash collateral where master netting arrangements allow.

Derivative Instruments
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, and interest rate and commodity price risks. The Company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.

Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the Company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps. As of the first quarter of 2021, the Company has not designated any derivatives or non-derivatives as hedging instruments.

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The Company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The Company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.

The notional amounts of the Company's derivative instruments were as follows:
Notional AmountsNotional AmountsMarch 31, 2021Dec 31, 2020Notional AmountsMarch 31, 2022December 31, 2021
In millionsIn millionsIn millions
Derivatives designated as hedging instruments:Derivatives designated as hedging instruments:
Net investment hedge Net investment hedge$1,000 $1,000 
Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:
Foreign currency contracts 1
Foreign currency contracts 1
$84 $(304)
Foreign currency contracts 1
$170 $(625)
1.Presented net of contracts bought and sold.

Derivatives Designated in Hedging Relationships
Net Foreign Investment Hedge
In the second quarter of 2021, the Company entered into a fixed-for-fixed cross currency swaps with an aggregate notional amount totaling $1 billion to hedge the variability of exchange rate impacts between the U.S. Dollar and Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $1 billion at an interest rate of 4.73% for €819 million at a weighted average interest rate of 3.26%. The cross-currency swap is designated as a net investment hedge and expires on November 15, 2028.
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The Company has made an accounting policy election to account for the net investment hedge using the spot method. The Company has also elected to amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued. The cross-currency swap is marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within AOCL, net of amounts associated with excluded components which are recognized in interest expense in the interim Consolidated Statements of Operations.

Derivatives not Designated in Hedging Relationships
Foreign Currency Contracts
The Company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The Company may use foreign currency exchange contracts to offset a portion of the Company's exposure to certain foreign currency-denominated revenues so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated revenues.

Effect of Derivative Instruments
Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities. The amount charged on a pre-tax basis related to foreign currency derivatives not designated as a hedge, which was included in “Sundry income (expense) - net” in the interim Consolidated Statements of Operations, was a loss of $29 million and $20 million for the three months ended March 31, 2022 and 2021, ($4 million gain for the month ended March 31, 2020).respectively. The income statement effects of other derivatives were immaterial.

Reclassification from AOCL
The Company does not expect to reclassify gains or losses related to foreign currency contracts from AOCL to income within the next 12 months and there are currently no such amounts included within AOCL.
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NOTE 2122 - FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
Basis of Fair Value Measurements on a Recurring Basis at March 31, 20212022Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1
$3,260649 
Marketable securities 2
2,001 
Derivatives relating to: 32
Net investment hedge89 
Foreign currency contracts 43
2042 
Total assets at fair value$5,281780 
Liabilities at fair value:
Long-term debt including debt due within one year 54
$14,62411,709 
Derivatives relating to: 32
Foreign currency contracts 43
1743 
Total liabilities at fair value$14,64111,752 
1. Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2. Primarily time deposits with maturities of greater than three months at time of acquisition.
3. See Note 2021 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
4.3. Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Condensed Consolidated Balance Sheets. The offsetting counterparty and cash collateral netting amounts for foreign currency contracts were $7$17 million for both assets and liabilities as of March 31, 2021.2022.
5.4. Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

Basis of Fair Value Measurements on a Recurring Basis at December 31, 20202021Significant Other Observable Inputs
(Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1
$7,328906 
Derivatives relating to: 2
Net investment hedge74 
Foreign currency contracts 3
1311 
Total assets at fair value$7,341991 
Liabilities at fair value:
Long-term debt including debt due within one year 4
$18,33712,595 
Derivatives relating to: 2
Foreign currency contracts 3
2216 
Total liabilities at fair value$18,35912,611 
1. Treasury bills, time deposits, and money market funds included in "Cash and cash equivalents" and money market funds included in "Other current assets" in the interim Condensed Consolidated Balance Sheets and held at amortized cost, which approximates fair value.
2. See Note 2021 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
3. Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Condensed Consolidated Balance Sheets. The offsetting counterparty and cash collateral netting amounts were $9$6 million for both assets and liabilities as of December 31, 2020.2021.
4. Fair value is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms.

2020 Fair Value Measurements on a Nonrecurring Basis
DuringIn the first quarter of 2020,2022, the Company recorded an other-than-temporary impairment, charges related to long-lived assets within the Biomaterials business unit.classified as Level 3 measurements, on an equity method investment. See Note 46 for further discussion of thisthese fair value measurement.


measurements.
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NOTE 2223 - SEGMENTS AND GEOGRAPHIC REGIONS
Effective February 2022, the revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the current and historical periods. In addition, the Retained Businesses previously reported in the historic Mobility & Materials segment are reported in Corporate & Other. These reporting changes have been retrospectively applied for all periods presented.

Mobility & Material businesses costs 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 is 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 are provided on the following pages.

Effective February 1, 2021, in conjunction with the closing of the N&B Transaction, the Company completed the 2021 Segment Realignment resulting in a change to its management and reporting structure. These changes resulted in the following:
Realignment of certain businesses from Transportation & Industrial to Electronics & Imaging
Dissolution of the Non-Core segment with the businesses to be divested and previously divested reflected in Corporate
Realignment of the remaining Non-Core businesses to Transportation & Industrial

In addition, the following name changes occurred:
Electronics & Imaging was renamed Electronics & Industrial
Transportation & Industrial was renamed Mobility & Materials
Safety & Construction was renamed Water & Protection

The reporting changes have been retrospectively reflected in the segment results for all periods presented.
Segment InformationSegment InformationElect. & IndustrialWater & ProtectionMobility & Materials
Corporate 1
TotalSegment InformationElectronics. & IndustrialWater & Protection
Corporate & Other 1
Total
In millionsIn millionsIn millions
Three Months Ended March 31, 2021
Three months ended March 31, 2022Three months ended March 31, 2022
Net salesNet sales$1,300 $1,328 $1,215 $133 $3,976 Net sales$1,536 $1,429 $309 $3,274 
Operating EBITDA 2
Operating EBITDA 2
$436 $355 $278 $(22)$1,047 
Operating EBITDA 2
$476 $341 $$818 
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates$$12 $$$26 Equity in earnings of nonconsolidated affiliates$10 $14 $$26 
Three months ended March 31, 2020
Three months ended March 31, 2021Three months ended March 31, 2021
Net salesNet sales$1,115 $1,276 $1,091 $188 $3,670 Net sales$1,300 $1,328 $389 $3,017 
Operating EBITDA 2
Operating EBITDA 2
$327 $357 $215 $$907 
Operating EBITDA 2
$436 $355 $12 $803 
Equity in earnings of nonconsolidated affiliatesEquity in earnings of nonconsolidated affiliates$$$$22 $39 Equity in earnings of nonconsolidated affiliates$$12 $$23 
1.Corporate & Other includes activityactivities of to be divestedthe Retained Businesses, Biomaterials and previously divested businesses.
2.A reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA is provided below.


Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended March 31, 2021 and 2020Three Months Ended March 31,
Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended March 31, 2022 and 2021Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended March 31, 2022 and 2021Three Months Ended March 31,
In millionsIn millions20212020In millions20222021
Income (Loss) from continuing operations, net of tax$541 $(550)
Income from continuing operations, net of taxIncome from continuing operations, net of tax$232 $386 
++Provision for income taxes on continuing operations32 94 +Provision for (benefit from) income taxes on continuing operations47 (1)
Income (Loss) from continuing operations before income taxes$573 $(456)
Income from continuing operations before income taxesIncome from continuing operations before income taxes$279 $385 
++Depreciation and amortization328 345 +Depreciation and amortization297 255 
--
Interest income 1
-
Interest income 1
++Interest expense146 171 +Interest expense118 146 
--
Non-operating pension/OPEB benefit 1
12 11 -
Non-operating pension/OPEB benefit 1
--
Foreign exchange losses, net 1
(9)(3)-
Foreign exchange losses, net 1
(5)(6)
++Future reimbursable indirect costs16 16 
--Significant items(5)(857)-Significant items(111)(5)
Operating EBITDAOperating EBITDA$1,047 $907 Operating EBITDA$818 $803 
1.Included in "Sundry income (expense) - net."

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The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA above:
Significant Items by Segment for the Three Months Ended March 31, 2021Elect. & IndustrialWater & ProtectionMobility & MaterialsCorporateTotal
In millions
Integration and separation costs 1
$$$$(6)$(6)
Restructuring and asset related charges - net 2
(2)(2)
Gain on divestiture 3
Total$$$$(7)$(5)
Significant Items by Segment for the Three Months Ended March 31, 2022Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Acquisition, integration and separation costs 1
$(1)$— $(7)$(8)
Restructuring and asset related charges - net 2
(1)(3)(3)(7)
Asset impairment charges 3
(94)— — (94)
Intended Rogers Acquisition financing fees 4
— — (2)(2)
Total$(96)$(3)$(12)$(111)
1. IntegrationAcquisition, integration and separation costs related to strategic initiatives including the acquisition of Laird PM and the Intended Rogers Acquisition.
2. Includes restructuring actions and asset related charges. See Note 6 for additional information.
3. Relates to an impairment of an equity method investment. See Note 6 for additional information.
4. Includes acquisition costs associated with the Intended Rogers Acquisition related to the financing agreements, specifically the structuring fees and the amortization of the commitment fees reflected in "Interest Expense".

Significant Items by Segment for the Three Months Ended March 31, 2021Electronics & IndustrialWater & ProtectionCorporate & OtherTotal
In millions
Acquisition, integration and separation costs 1
$— $— $(6)$(6)
Restructuring and asset related charges - net 2
— — (2)(2)
Gain on divestiture 3
— 
Total$$— $(7)$(5)
1. Acquisition, integration and separation costs related to strategic initiatives, which primarily includes the sale of the Solamet® business unit and the planned divestiture of the Held for Sale Disposal Group.Biomaterials business unit.
2. Includes Board approved restructuring plans and asset related charges. See Note 46 for additional information.
3. Reflected in "Sundry income (expense) - net."

Significant Items by Segment for the Three Months Ended March 31, 2020Elect. & IndustrialWater & ProtectionMobility & MaterialsCorporateTotal
In millions
Integration and separation costs 1
$$$$(123)$(123)
Restructuring and asset related charges - net 2
(4)(25)(25)(74)(128)
Goodwill impairment charge 3
(533)(533)
Asset impairment charges 4
(270)(270)
Gain on divestiture 5
197 197 
Total$193 $(25)$(25)$(1,000)$(857)
1. Integration and separation costs related to the post-DWDP Merger integration and the DWDP Distributions.
2. Includes Board approved restructuring plans and asset related charges. See Note 4 for additional information.
3. See Note 12 for additional information.
4. See Note 4 for additional information.
5. Reflected in "Sundry income (expense) - net." See Note 2 for additional information.


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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the interim Consolidated Financial Statements and related notes to enhance the understanding of the Company’s operations and present business environment. Components of management’s discussion and analysis of financial condition and results of operations include:

Recent DevelopmentsOverview
Result of Operations
Segment Results
Changes in Financial Condition

Overview
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 March 31, 2021,2022, the Company has $6.9$2.9 billion of working capital and approximately $6.4$1.7 billion in cash and cash equivalents, and marketable securities.equivalents. The Company expects its cash and cash equivalents, and marketable securities, 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 continuedcontinuing operations. The Company continually assesses its liquidity position, including possible sources of incremental liquidity, in light of the current economic environment, capital market conditions and Company performance.

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

Mobility & Materials Intended Divestitures
On February 1, 2021,17, 2022, DuPont completed the separation and distributionentered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") to divest a majority of the Nutritionhistoric Mobility & BiosciencesMaterials segment, including the Engineering Polymers business segmentline and select product lines within the Advanced Solutions and Performance Resins business lines (the "N&B Business"), and merger of Nutrition & Biosciences, Inc. (“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of International Flavors & Fragrances Inc. ("IFF"). The distribution was effected through an exchange offer (the “Exchange Offer”“M&M Divestiture”) where, on the terms andfor $11 billion in cash, subject to the conditions of the Exchange Offer, eligible participating DuPont stockholders had the option to tender all, some or none of their shares of common stock, par value $0.01 per share, of DuPont (the “DuPont Common Stock”) for a number of shares of common stock, par value $0.01 per share, of N&B (the “N&B Common Stock”) and which resulted in all shares of N&B Common Stock being distributed to DuPont stockholders that participated in the Exchange Offer. 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”). In connection with andcustomary transaction adjustments in accordance with the termsTransaction Agreement. Closing is expected around the end of 2022, subject to customary closing conditions and regulatory approvals. The Company also announced on February 18, 2022 that its Board of Directors approved of the N&B Transaction, prior to consummationdivestiture of the Exchange Offer and the N&B Merger, DuPont received a one-time cash payment of approximately $7.3 billion,Delrin® acetal homopolymer (H-POM) business (the "Special Cash Payment""Delrin® Divestiture"), which is subject to post-closing adjustment pursuant toentry into a definitive agreement and satisfaction of closing conditions. The Delrin® Divestiture together with the terms of the N&B SeparationM&M Divestiture discussed above (the "M&M Divestitures") represents a strategic shift that will have a major impact on DuPont's operations and Distribution Agreement. The company used a portion of the proceeds to retire its $3 billion term loan facilities on February 1, 2021 and will use the proceeds to fund the redemption, in accordance with their terms, of the $2 billion May 2020 Notes issuance. See discussion below and within “Liquidity and Capital Resources” for more information.results.

DWDP Merger and DWDP Distributions
Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("Merger Agreement"), The Dow Chemical Company ("TDCC") and E. I. du Pont de Nemours and Company ("EID") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, TDCC and EID became subsidiaries of DowDuPont (the "DWDP Merger").

DowDuPont completed a series of internal reorganizations and realignment steps in order to separate into three, independent, publicly traded companies - one for each of its agriculture, materials science and specialty products businesses. DowDuPont formed two wholly owned subsidiaries: Dow Inc. ("Dow", formerly known as Dow Holdings Inc.), to serve as a holding company for its materials science business, and Corteva, Inc. ("Corteva"), to serve as a holding company for its agriculture business.

On April 1, 2019, the Company completed the separation of the materials science business through the spin-off of Dow Inc., including Dow’s subsidiary TDCC (the “Dow Distribution”). On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva including Corteva’s subsidiary EID, (the “Corteva Distribution and together with the Dow Distribution, the “DWDP Distributions”).

Following the Corteva Distribution, the Company holds the specialty products business as continuing operations. On June 1, 2019, DowDuPont changed its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." doing business as "DuPont" (the "Company"). Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol "DD."
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N&B Transaction
The financial position of DuPont as of March 31, 20212022 and December 31, 20202021 present the businesses to be divested as part of the M&M Divestiture and the Delrin® Divestiture (the "M&M Businesses") as held for sale presented as discontinued operations. The results of operations of DuPont for the three months ended March 31, 20212022 and 20202021 present the historical financial results of N&Bthe M&M Businesses as discontinued operations. The cash flows and comprehensive income related to N&Bthe 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 (the "Retained Businesses") are not included within 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.

COVID-19 Pandemic
As described in the Analysis of Operations section within the Company's Annual Report on Form 10-K, 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. Within the first quarter of 2022, while end-market demand remained strong, the Company experienced supply chain challenges driven by COVID-19, including the related mandatory site shutdowns in China. At this time, the Company is not able to predict the extent to which the COVID-19 pandemic may continue to impact its consolidated results of operations or financial condition.

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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 light of the conflict during the first quarter, the Company suspended its business operations in Russia and Belarus, 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 and raw materials 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 February 7, 2022, the Board of Directors declared a first quarter 2022 dividend of $0.33 per share, which was paid on March 15, 2022, to shareholders of record on February 28, 2022.

On April 21, 2022, the Company announced that its Board declared a second quarter dividend of $0.33 per share payable on June 15, 2022, to shareholders of record on May 31, 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 within “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 months ended March 31, 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 three months ended March 31, 2021. 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 24 to the interim Consolidated Financial Statements for additional information on the N&B Transaction.

2021 Segment Realignment
Immediately following the separation and distribution of the N&B Business, the Company made changes to its management and reporting structure (the “2021 Segment Realignment”) (see Note 22 for additional details). The reporting changes have been retrospectively reflected for all periods presented.
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RECENT DEVELOPMENTS

2021 Segment Realignments
Effective February 1, 2021, immediately following the separation and distribution of the N&B Business, the Company completed the 2021 Segment Realignment and made changes to its management and reporting structure. These changes include the following:
• Realignment of certain businesses from Transportation & Industrial to Electronics & Imaging;
• Dissolution of the Non-Core segment with the businesses to be divested and previously divested reflected in Corporate;
• Realignment of the remaining Non-Core businesses to Transportation & Industrial.
In addition, the following name changes occurred:
• Electronics & Imaging is renamed Electronics & Industrial;
• Transportation & Industrial is renamed Mobility & Materials;
• Safety & Construction is renamed Water & Protection.
The reporting changes have been retrospectively reflected for all periods presented. See to Notes 3 and 22 to the interim Consolidated Financial Statements for additional information.
Divestitures
In January 2021, the Company entered into separate definitive agreements to sell its Clean Technologies and Solamet® businesses for about $680 million. These divestitures, subject to regulatory approval and customary closing conditions, are expected to close in the second half of 2021. The Company also signed a non-binding letter of intent to sell Chestnut Run labs, a portion of the Company's Chestnut Run campus. This transaction is expected to close within one year. See Note 2 to the interim Consolidated Financial Statements for additional information.

Share Buyback Program
In the first quarter of 2021, the Company's Board of Directors authorized a new $1.5 billion share buyback program, which expires on June 30, 2022 ("2021 Share Buyback Program"). The Company expects to repurchase shares under the 2021 Share Buyback Program after the completion of the 2019 Share Buyback Program.

Dividends
On February 18, 2021, the Board of Directors declared a first quarter dividend of $0.30 per share, paid on March 15, 2021, to shareholders of record on March 1, 2021.

On April 28, 2021, the Company announced that its Board declared a second quarter dividend of $0.30 per share payable on June 15, 2021, to shareholders of record on May 28, 2021.


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RESULTS OF OPERATIONS
Summary of Sales ResultsSummary of Sales ResultsThree Months EndedSummary of Sales ResultsThree Months Ended March 31,
In millionsIn millionsMarch 31, 2021March 31, 2020In millions20222021
Net salesNet sales$3,976 $3,670 Net sales$3,274 $3,017 

The following table summarizes sales variances by segment and geographic region from the prior year:
Sales Variances by Segment and Geographic RegionSales Variances by Segment and Geographic RegionSales Variances by Segment and Geographic Region
Percentage change from prior yearPercentage change from prior yearThree Months Ended March 31, 2021Percentage change from prior yearThree Months Ended March 31, 2022
Local Price & Product MixCurrencyVolumePortfolio & OtherTotalLocal Price & Product MixCurrencyVolumePortfolio & OtherTotal
Electronics & IndustrialElectronics & Industrial(1)%%15 %— %17 %Electronics & Industrial%(2)%%11 %18 %
Water & ProtectionWater & Protection— — Water & Protection10 (2)— — 
Mobility & Materials— 11 
Corporate(4)(27)(29)
Corporate & Other 1
Corporate & Other 1
10 (2)(6)(23)(21)
TotalTotal— %%%(2)%%Total%(2)%%%%
U.S. & CanadaU.S. & Canada— %— %(4)%(5)%(9)%U.S. & Canada11 %— %%— %18 %
EMEA 1
(2)— — 
EMEA 2
EMEA 2
(6)— — 
Asia PacificAsia Pacific19 — 23 Asia Pacific(1)
Latin AmericaLatin America(7)— — (1)Latin America— 12 
TotalTotal— %%%(2)%%Total%(2)%%%%
1.Corporate & Other includes activities of the Retained Businesses, Biomaterials and previously divested businesses.
2.Europe, Middle East and Africa.

The Company reported net sales for the three months ended March 31, 20212022 of $4.0$3.3 billion, up 89 percent from $3.7$3.0 billion for the three months ended March 31, 2020,2021, due to a 76 percent increase in local price and product mix, a 3 percent increase in volume, and a 32 percent favorable currency impactincrease in portfolio actions, partially offset by a 2 percent decline in portfolio actions.unfavorable currency impact. Local price and product mix remained flat. The volume growthincrease driven by Water & Protection (up 10 percent) and Corporate & Other (up 10 percent). Local price and product mix increased across all regions. Volume increase was focused in Asia Pacificdriven by Electronics & Industrial (up 8 percent), partially offset by declines in U.S.Corporate & Canada. Volume grew across all segments, withOther (down 6 percent). Portfolio and other changes contributed 2 percent growth as the exceptionaddition of the held for sale businesses in Corporate (down 4 percent). The most notable volume increase wasLaird PM in Electronics & Industrial (up 1511 percent). was partially offset by declines within Corporate & Other (down 23 percent) due to the sale of businesses. Currency was up 3down 2 percent compared with the same period last year, driven primarily by EMEA (up 7 percent) and Asia Pacific currencies (up 3 percent). Portfolio and other changes offset sales growth with a 2 percent decrease which impacted Corporate (down 27 percent). Local price was flat compared with the same period last year. Local price increased in Latin America (up 6 percent) and Asia Pacific (up 1 percent).

Cost of Sales
Cost of sales was $2.5$2.1 billion for the three months ended March 31, 2021,2022, up from $2.3$1.9 billion for the three months ended March 31, 2020.2021. Cost of sales increased for the three months ended March 31, 20212022 primarily due to increased sales volume, higher raw materials costs and currency impacts.higher logistics costs, primarily related to freight.

Cost of Salessales as a percentage of net sales for the three months ended March 31, 2022 was 6364 percent compared with 62 percent for the three months ended March 31, 2021 and March 31, 2020.2021.

Research and Development Expenses ("R&D")
R&D expenses totaled $156$143 million in the first quarter of 2021, down2022, up from $173$139 million in the first quarter of 2020.2021. R&D as a percentage of net sales was consistent period over period at 4 percent and 5 percent for the three months ended March 31, 2022 and 2021, and 2020, respectively. The decrease for the three months ended March 31, 2021 as compared with the same period of the prior year was primarily due to productivity actions and temporary cost reductions related to COVID-19.

Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $456$389 million in the first quarter of 2021,2022, down from $482$395 million in the first quarter of 2020.2021. SG&A as a percentage of net sales was 11consistent period over period at 12 percent and 13 percent for the three months ended March 31, 2022 and 2021, and 2020, respectively.

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Amortization of Intangibles
Amortization of intangibles was $153 million in the first quarter of 2022, up from $125 million in the first quarter of 2021. The decreaseincrease for the three months ended March 31, 20212022 as compared with the same period of the prior year was primarily due to productivity actions and reduced spending.the amortization of the intangible assets acquired in the Laird PM acquisition.

Amortization of Intangibles
Amortization of intangibles was $167 million in the first quarter of 2021, down from $178 million in the first quarter of 2020. See Note 12 to the Consolidated Financial Statements for additional information on intangible assets.

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Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $101 million in the first quarter of 2022, up from $2 million in the first quarter of 2021, down from $398 million2021. The charges in the first quarter of 2020.2022 include a $94 million impairment charge of an equity method investment and a $7 million charge related to the 2021 Restructuring Actions. The activity in the first quarter of 2021 is due to a $2 million charge related to the 2020 Restructuring Program. The activity in the first quarter of 2020 included a $270 million impairment charge related to long-lived assets in Corporate, a $105 million charge related to the 2020 Restructuring Program, $18 million charge related to the 2019 Restructuring Program and a $5 million charge related to the DowDuPont Cost Synergy Program.

See Note 46 to the interim Consolidated Financial Statements for additional information.

Goodwill Impairment Charge
There were no goodwill related impairments for the three months ended March 31, 2021. For the three months ended March 31, 2020, goodwill impairment charge was $533 million. The goodwill impairment charge relates to businesses to be divested in 2021 which are included in Corporate. See Note 12 to the interim Consolidated Financial Statements for additional information.

Acquisition, Integration and Separation Costs
IntegrationAcquisition, integration and separation costs, primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees. InThe Company recorded costs of $8 million and $6 million for the first quarter ofthree months ended March 31, 2022 and 2021, respectively. For the three months ended March 31, 2022, these costs were primarily associated with the execution of activities related to strategic initiatives including the divestitureacquisition of Laird PM and the Held for Sale Disposal Group. InIntended Rogers Acquisition. For the first quarter of 2020,three months ended March 31, 2021, these costs were primarily associated with the execution of activities related to strategic initiatives, which primarily includes the post-DWDP Merger integrationsale of the Solamet® business unit and the DWDP Distributions. These costs were $6 million inplanned divestiture of the first quarter of 2021, down from $123 million in the first quarter of 2020. The decline was primarily relatedBiomaterials business unit.

See Note 4 to the timing of the post-DWDP Merger integration activities and the DWDP Distributions.interim Consolidated Financial Statements for additional information.

Equity in Earnings of Nonconsolidated Affiliates
The Company's share of the earnings of nonconsolidated affiliates was $26 million in the first quarter of 2021, down2022, up from $39$23 million in the first quarter of 2020.2021. The decreaseincrease for the three months ended March 31, 2022 compared to 2021 is primarily due to higher equity earnings across the sale of the HSC Group in the third quarter of 2020.portfolio.

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 first quarter of 20212022 was income of $16$3 million compared with income of $212$19 million in the first quarter of 2020.2021. The first quarter of 2022 included income related to non-operating pension and other post-employment benefit credits of $7 million, partially offset by foreign currency exchange losses of $5 million. The first quarter of 2021 included benefits related to the sale of assets within the Electronics & Industrial segment of $24 million and income related to non-operating pension and other post-employment benefit credits of $12$6 million, partially offset by ana $15 million impairment charge related to the held foran asset sale classification of Chestnut Run labs of $15 million and foreign currency exchange losses of $9 million. The first quarter of 2020 included benefits related to sales of the Compound Semiconductor Solutions business unit of $197 million and income related to non-operating pension and other post-employment benefit credits of $11$6 million.

Interest Expense
Interest expense was $146$120 million and $171$146 million for the three months ended March 31, 20212022 and 2020,2021, respectively. The decrease in interest expense primarily relates to the maturity ofreduction in long-term debt following the November 2020 Notes,N&B Transaction, specifically the early repayment of the $3.0 billion Term Loan Facilities in February 2021 and absencethe redemption of commercial paper borrowings, partially offset by financing costs related to the May Debt Offering.2020 notes completed in May 2021. Refer to Note 1315 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 first quarter of 20212022 was 5.616.8 percent, compared with an effective tax rate of (20.6)(0.3) percent for the first quarter of 2020.2021. The effective tax rate differential for the first quarter of 2022 was principally the result of a $94 million impairment charge on an equity method investment which resulted in a tax benefit of $29 million. The effective tax rate for the first quarter 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’sCompany's European regional headquarters legal entity. The effective tax rate for the first quarter of 2020 was principally the result of the non-tax-deductible goodwill impairment charge impacting Corporate.

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

Mobility & Material businesses costs 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") assessedassesses 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 2223 to the interim Consolidated Financial Statements.

Effective February 1, 2021, DuPont changed its management and reporting structure. The reporting changes have been retrospectively reflected in the following discussion of segment results for all periods presented. See Note 22 to the interim Consolidated Financial Statements for additional information.
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ELECTRONICS & INDUSTRIAL
The Electronics & Industrial segment is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics including mobile devices, television monitors, personal computers and electronics used in a variety of industries. The segment is a leading provider of materials and solutions for the fabrication and packaging of semiconductors and integrated circuits and provides innovative solutions for thermal management and electromagnetic shielding as well as metallization processes for metal finishing, decorative, and industrial applications. Electronics & Industrial is a leading provider of platemaking systems and photopolymer plates for the packaging graphics industry, digital printing inks and cutting-edge materials for the manufacturing of displays for organic light emitting diode ("OLED"). In addition, the segment produces innovative engineering polymer solutions, high performance parts, medical silicones and specialty lubricants.
Electronics & IndustrialElectronics & IndustrialThree Months EndedElectronics & IndustrialThree Months Ended
In millionsIn millionsMarch 31, 2021March 31, 2020In millionsMarch 31, 2022March 31, 2021
Net salesNet sales$1,300 $1,115 Net sales$1,536 $1,300 
Operating EBITDAOperating EBITDA$436 $327 Operating EBITDA$476 $436 
Equity earningsEquity earnings$$Equity earnings$10 $

Electronics & IndustrialThree Months Ended
Percentage change from prior yearMarch 31, 20212022
Change in Net Sales from Prior Period due to:
Local price & product mix(1)%
Currency(2)
Volume158 
Portfolio & other11 
Total1718 %

Electronics & Industrial net sales were $1,536 million for the three months ended March 31, 2022, up 18 percent from $1,300 million for the three months ended March 31, 2021. Net sales increased due to an 11 percent portfolio increase, an 8 percent increase in volume and a 1 percent increase in local price, partially offset by 2 percent unfavorable currency impact. The portfolio impact reflects the July 1, 2021 up 17 percent from $1,115acquisition 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 growth in display materials, healthcare and industrial markets. Within Interconnect Solutions, volume gains in industrial markets were more than offset by weakness in consumer electronics.
Operating EBITDA was $476 million for the three months ended March 31, 2020. Net sales increased due to a 152022, up 9 percent increase in volume and a 3 percent favorable currency impact partially offset by a 1 percent decline in price. Volume growth was driven by Semiconductor Technologies new technology ramps at advanced nodes within the logic and foundry segment and increased memory demand in servers and data centers. Volume growth within Interconnect Solutions was driven by higher material content in next-generation smartphones. Within Industrial Solutions, volume gains in display materials and healthcare more than offset weakness in aerospace and flexographic printing.  
Operating EBITDA wascompared with $436 million for the three months ended March 31, 2021 up 33 percent compared with $327 million forprimarily driven by the three months ended March 31, 2020 driven byacquisition of Laird PM and strong volume growth, partially offset by higher raw materials and logistics costs and the absence of a gain on the sale of assets.

an asset sale.
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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 & ProtectionWater & ProtectionThree Months EndedWater & ProtectionThree Months Ended
In millionsIn millionsMarch 31, 2021March 31, 2020In millionsMarch 31, 2022March 31, 2021
Net salesNet sales$1,328 $1,276 Net sales$1,429 $1,328 
Operating EBITDAOperating EBITDA$355 $357 Operating EBITDA$341 $355 
Equity earningsEquity earnings$12 $Equity earnings$14 $12 


Water & ProtectionThree Months Ended
Percentage change from prior yearMarch 31, 20212022
Change in Net Sales from Prior Period due to:
Local price & product mix10 %
Currency(2)
Volume1 
Portfolio & other— 
Total48 %

Water & Protection net sales were $1,429 million for the three months ended March 31, 2022, up 8 percent from $1,328 million for the three months ended March 31, 2021, up from $1,2762021. Net sales increased due to a 10 percent increase in local price, partially offset by a 2 percent unfavorable currency impact. Volume and portfolio remained flat. Strong demand for water technologies within Water Solutions, increased demand in Shelter Solutions residential construction and improvement in commercial construction were offset by volume declines in Safety Solutions. Within Water & Protection pricing actions throughout the segment were led by Shelter Solutions and Safety Solutions.

Operating EBITDA was $341 million for the three months ended March 31, 2020 driven by a 32022, down 4 percent favorable impact from currency and volume growth of 1 percent. Local price and portfolio remained flat. Strong volume gains in Water Solutions and increased demand within Shelter Solutions residential construction and do-it-yourself applications were offset by volume declines in Safety Solutions.
Operating EBITDA wascompared with $355 million for the three months ended March 31, 2021 flat compared with $357 million for the three months ended March 31, 2020 as volume gains and productivitypricing actions were more than offset by changes in product mix and higher manufacturingraw material, logistics and supply chainenergy costs.


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MOBILITY & MATERIALS
The Mobility & Materials segment provides high-performance engineering resins and adhesives to engineers and designers in the transportation, electronics, industrial and consumer end-markets to enable systems solutions for demanding applications and environments. The segment delivers a broad range of polymer-based high-performance materials in its product portfolio, including elastomers and thermoplastic and thermoset engineering polymers which are used by customers to fabricate components for mechanical, chemical and electrical systems. In addition, the segment supplies key materials for the manufacturing of photovoltaic cells and panels, including backsheet materials and silicone encapsulates and adhesives. The segment provides specialty pastes and films used in consumer electronics, automotive, and aerospace markets. Mobility & Materials is a global leader of advanced materials that provides technologies that differentiate customers’ products with improved performance characteristics enabling the transition to hybrid-electric-connected vehicles and high speed high frequency connectivity.
Mobility & MaterialsThree Months Ended
In millionsMarch 31, 2021March 31, 2020
Net sales$1,215 $1,091 
Operating EBITDA$278 $215 
Equity earnings$$

Mobility & MaterialsThree Months Ended
Percentage change from prior yearMarch 31, 2021
Change in Net Sales from Prior Period due to:
Local price & product mix%
Currency
Volume
Portfolio & other— 
Total11 %

Mobility & Materials net sales were $1,215 million for the three months ended March 31, 2021, up from $1,091 million for the three months ended March 31, 2020. Net sales increased due to a 7 percent increase in volume, a 3 percent favorable currency impact and a 1 percent increase in local price. Volume growth was driven by gains in Performance Resins and Advanced Solutions attributable to the continued recovery of the global automotive market as well as strong demand for microcircuit materials. Engineering Polymers volume declined due to global supply constraints on key raw materials.
Operating EBITDA was $278 million for the three months ended March 31, 2021, up 29 percent compared with $215 million for the three months ended March 31, 2020 driven by volume gains and cost savings from productivity actions.


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 Future Reimbursable Indirect Costs. The results of Corporate & Other include the sales and activity of to be divested and 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. The
Corporate & OtherThree Months Ended
In millionsMarch 31, 2022March 31, 2021
Net sales$309 $389 
Operating EBITDA$$12 
Equity earnings$$

Corporate & Other net sales and activitywere $309 million for the three months ended March 31, 2022, down from $389 million for the three months ended March 31, 2021. Net sales primarily decreased due to the divestitures of to be divested and previously divested businesses including the operations of Biomaterials, Clean Technologies and Solamet® business units, and the trichlorosilane business (“TCS Business”) along with its equity ownership interest in DC HSC Holdings LLC and Hemlock Semiconductor L.L.C. (the "HSC Group”) historically includedbusinesses in the Non-Core segment are reflected as Corporate activity.

second half of 2021.
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CHANGES IN FINANCIAL CONDITION
Liquidity & Capital Resources
Information related to the Company's liquidity and capital resources can be found in the Company's 20202021 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 three months ended March 31, 2021.2022.

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 subsidiariessubsidiaries' obligations as they come due.

In millionsIn millionsMarch 31, 2021December 31, 2020In millionsMarch 31, 2022December 31, 2021
Cash, cash equivalents, and marketable securities$6,385 $2,544 
Cash and cash equivalentsCash and cash equivalents$1,672 $1,972 
Total debtTotal debt$12,622 $15,612 Total debt$11,039 $10,782 

The Company's cash and cash equivalents and marketable securities at March 31, 20212022 and December 31, 20202021 were $6.4$1.7 billion and $2.5$2.0 billion, respectively, of which $1.9$1.5 billion at March 31, 20212022 and $1.8$1.4 billion at December 31, 20202021 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 cashflows during the period, partly offset by repatriation. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States.

Total debt at March 31, 20212022 and December 31, 20202021 was $12.6$11.0 billion and $15.6$10.8 billion, respectively. The decreaseincrease was primarily due to the termination and repayment of the Company's $3 billion Term Loan Facilitiesincrease in the first quarter of 2021.commercial paper issuances.

As of March 31, 2021,2022, the Company is contractually obligated to make future cash payments of $12,702 million$10.7 billion and $6,457 million$5.9 billion associated with principal and interest, respectively, on debt obligations.obligations assuming held to maturity. Related to the principal balance, $2,000 million, which relates to the May 2020 Notes, will be redeemed on May 13, 2021 and the remainderall payments will be due subsequent to MarchDecember 31, 2022. Related to interest, $525$504 million will be due in the next twelve months and the remainder will be due subsequent to March 31, 2022. The decrease in debt and interest obligations since December 31, 2020 is due to the release of obligations associated with the N&B Notes Offering that were separated from the Company on February 1, 2021, upon consummation of the N&B Transaction. This resulted in $6,250 million of principal, mostly due subsequent to 2025, and related $2,637 million of future interest obligations being separated from the Company.2023.

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"), which is subject to post-closing adjustment 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 will useused a portion of the Special Cash Payment to redeem the May 2020 Notes, as discussed below.

Term Loan and Revolving Credit Facilities
In November 2018, the Company entered into a term loan agreement that establishes two term loan facilities in the aggregate principal amount of $3 billion, (the “Term Loan Facilities”) as well as a five-year $3 billion revolving credit facility (the “Five-Year Revolving Credit Facility”). Effective May 2, 2019, the Company fully drew the two Term Loan Facilities in the aggregate principal amount of $3.0 billion and the Five-Year Revolving Credit Facility became effective and available. 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 February 1, 2021, the Company terminated its fully drawn $3 billion Term Loan Facilities.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.

Revolving Credit Facilities
On April 15, 2021,12, 2022, the Company entered into a new $2.5 billion five-year revolving credit facility (the "$2022 Five-Year Revolving Credit Facility"). As of the effectiveness of the 2022 Five-Year Revolving Credit Facility, the Company's prior $3 billion five-year revolving credit facility entered in May 2019 was terminated. The 2022 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 “2021“2022 $1B Revolving Credit Facility") as the $1.0 billion 364-day revolving credit facility entered in April 20202021 (the “2020“2021 $1B
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Revolving Credit Facility") expiredhad an expiration date in mid-April. As of the effectiveness of the 20212022 $1B Revolving Credit Facility, the 20202021 $1B Revolving Credit Facility was terminated. The 2022 $1B Revolving Credit facility may be used for general corporate purposes.


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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. On May 3, 2021, theThe Company provided notice that it will redeemredeemed the May 2020 Notes on May 13, 2021. The Company will fund2021 and funded the redemption with proceeds from the Special Cash Payment.

Laird Performance Materials
On March 8,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
On November 2, 2021, the Company announced that it had entered into a definitive agreement with Advent International to acquire Laird Performance Materialsall the outstanding shares of Rogers for $2.3about $5.2 billion. The acquisition is expected to to close late in the second quarter or early in the third quarter of 2021,2022 subject to regulatory approvals and other customary closing conditions,conditions.

Concurrent with the signing of the definitive agreement, the Company entered into a Bridge Commitment Letter (the "Bridge Letter") in an aggregate principal amount of $5.2 billion to secure committed financing for 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 (the "2021 Term Loan Facility"). The 2021 Term Loan Facility is intended to fund the Intended Rogers Acquisition and will be partdrawn upon contemporaneously with the close of the Electronic & Industrials segment.Intended Rogers Acquisition. The Company intends2021 Term Loan Facility is required to pay forbe repaid upon completion of the acquisition from existing cash balances.intended divestiture of the In-Scope M&M Businesses. Commensurate with the entry into the 2021 Term Loan Facility, the commitments under the Bridge Letter were terminated.

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 andwith a balanced financial policy focused on maintaining a strong investment-grade rating.rating and driving shareholder value and remuneration. At April 30, 2021,2022, DuPont's credit ratings were as follows:
Credit RatingsLong-Term RatingShort-Term RatingOutlook
Standard & Poor’sBBB+A-2Stable
Moody’s Investors ServiceBaa1P-2StableNegative
Fitch RatingsBBB+F-2Stable

The Company's indenture covenants related to its 2018 Senior Notes and May 2020 Notes contains certaininclude customary limitations on the Company’s ability to incur liens, sale and enter into sale lease-backleaseback transactions, and mergers and consolidations, as well assubject to certain limitations. The senior unsecured notes (the "2018 Senior Notes") also contain customary events of default.default provisions. The 2021 Term Loan Facility, the Five-Year Revolving Credit Facility, and the 2020 and 2021 $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 March 31, 2021,2022, 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 three months ended March 31, 20212022 and 2020.2021.

Cash Flow SummaryThree Months Ended
In millionsMarch 31, 2021March 31, 2020
Cash provided by (used for):
Operating activities$378 $718 
Investing activities$(2,260)$(124)
Financing activities$(2,458)$(344)
Effect of exchange rate changes on cash, cash equivalents and restricted cash$(37)$(45)
Cash, cash equivalents and restricted cash reclassified as discontinued operations$— $
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Cash Flow SummaryThree Months Ended
In millionsMarch 31, 2022March 31, 2021
Cash provided by (used for):
Operating activities$209 $378 
Investing activities$(229)$(2,260)
Financing activities$(258)$(2,458)
Effect of exchange rate changes on cash, cash equivalents and restricted cash$(25)$(37)
Cash Flows from Operating Activities
In the first three months of 2021,2022, cash provided by operating activities was $378$209 million, compared with $718$378 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 forrelated to net working capital as well as a decrease in net income after adjustmentand other assets and liabilities, including cash paid for non-cash items such as net gain on sales of businesses and investments, restructuring and assetaccrued employee related charges, goodwill impairment charges, and depreciation and amortization. Activity related to the N&B business is included in all three months of the comparative period and the first month of 2021.variable compensation.

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Net Working Capital 1
Net Working Capital 1
March 31, 2021Dec 31, 2020
Net Working Capital 1
March 31, 2022December 31, 2021
In millions (except ratio)
Current assetsCurrent assets$12,540 $8,349 Current assets$6,668 $6,639 
Current liabilitiesCurrent liabilities5,667 3,616 Current liabilities3,787 3,518 
Net working capitalNet working capital$6,873 $4,733 Net working capital$2,881 $3,121 
Current ratioCurrent ratio2.21:12.31:1Current ratio1.76:11.89:1
1.Net working capital has been presented to exclude the assets and liabilities related to the N&B Transaction.M&M Divestitures. The assets and liabilities related to the N&B TransactionM&M Divestitures are presented as assets of discontinued operations and liabilities of discontinued operations, respectively, in the Condensed Consolidated Balance Sheets for the year ended December 31, 2020.respectively.

Cash Flows from Investing Activities
In the first three months of 2021,2022, cash used for investing activities was $2,260$229 million, compared with $124cash used for investing activities of $2,260 million in the first three months of 2020.2021. The increasedecrease in cash usedusage was primarily attributable to an increasea decrease in purchases of investments, and a decreaserelated in 2021 to investment proceeds from sales of property and businesses (net of cash dividend), partially offset bythe N&B Transaction, as well as a slight decrease in capital expenditures. Activity related to the N&B business is included in all three months of the comparative period and the first month of 2021.

Cash Flows from Financing Activities
In the first three months of 2021,2022, cash used for financing activities was $2,458$258 million compared with $344cash used for financing activities of $2,458 million in the same period last year. The primary driver of the increasedecrease in cash used wasfor financing activities in the first three months of 2022 versus the same period in prior year is primarily driven by a reduction in repayment of long-term debt, an increase in payments on long-term debtissuance of short-term notes payable, and an increase in share purchaseslower repurchases of common stock, partially offset by proceeds froma reduction in issuance of long-term debt transferred to IFF at split-off. Activity related to the N&B business is included in all three months of the comparative period and the first month of 2021.debt.

Dividends
On February 18, 2021,7, 2022, the Board of Directors declared a first quarter 2022 dividend of $0.30$0.33 per share, paid on March 15, 2021,2022, to shareholders of record on March 1, 2021.February 28, 2022.

On April 28, 2021,21, 2022, the Company announced that its Board declared a second quarter dividend of $0.30$0.33 per share payable on June 15, 2021,2022, to shareholders of record on May 28, 2021.31, 2022.

Share Buyback Programs
On June 1, 2019, the Company's Board of Directors authorized a $2$2.0 billion share buyback program, which expiresexpired 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.

In the first quarter of 2021, the Company's Board of Directors authorized a $1.5 billion share buyback program, which expires on June 30, 2022 ("2021 Share Buyback Program"). As of March 31, 2021,2022, the Company completed the 2021 Share Buyback Program having repurchased 23.7and retired a total of 19.6 million shares under this program since inception at a total cost offor $1.5 billion.

In February 2022, the Company's Board of Directors authorized an additional $1.0 billion share buyback program which expires on March 31, 2023, (the "2022 Share Buyback Program"). As of March 31, 2022, the Company had not yet repurchased shares under the 2022 Share Buyback Program.

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

In the first quarter of 2021, the Company's Board of Directors authorized a new $1.5 billion share buyback program, which expires on June 30, 2022 ("2021 Share Buyback Program"). The Company expects to repurchase shares under the 2021 Share Buyback Program after the completion of the 2019 Share Buyback Program.

Pension and Other Post-Employment Plans
DuPont expects to make additional contributions in the aggregate of approximately $75$65 million by year-end 20212022 to certain non-US 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 $53 million inception to date, comprised of $31 million of severance and related benefit costs and $22 million of asset related charges. At March 31, 2022, total liabilities related to the 2021 Restructuring Actions were $18 million for severance and related benefits. The Company expects actions related to this program to be substantially complete by the first half of 2022.

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 $170$159 million inception-to-date, consisting of severance and related benefit costs of $118$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 $36$5 million primarily related to the payment of severance and related benefits.

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In June 2019, DuPont approved restructuring actions to simplify and optimize certain organizational structures following the completion of the DWDP Distributions (the "2019 Restructuring Program"). As a result of these actions, the Company has recorded pre-tax restructuring charges of $124 million inception-to-date, consisting of severance and related benefit costs of $97 million and asset related charges of $27 million. Actions associated with the 2019 Restructuring Program are considered substantially complete. Future cash payments related to the 2019 Restructuring Program are anticipated to be $6 million and relate to the payment of severance and related benefits.

In September and November 2017, the Company approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the "Synergy Program"), adopted by the DowDuPont Board of Directors. The Synergy Program was designed to integrate and optimize the organization following the DWDP Merger and in preparation for the DWDP Distributions whereby the Company has recorded pre-tax restructuring charges attributable to the continuing operations of DuPont of $346 million inception-to-date, consisting of severance and related benefit costs of $138 million, asset related charges of $159 million and contract termination charges of $49 million. Actions associated with the Synergy Program, including employee separations, are considered substantially complete. Future cash payments related to the Synergy Program are anticipated to be $13 million and relate to the payment of severance and related benefits.

See Note 46 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.

Off-balance Sheet Arrangements
Guarantees arise in the ordinary course of business from relationships with customers and nonconsolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specific triggering events occur. At March 31, 2021 and December 31, 2020, the Company had directly guaranteed $180 million and $189 million, respectively, of such obligations. Additional information related to the guarantees of the Subsidiaries can be found in the “Guarantees” section of Note 14 to the interim Consolidated Financial Statements.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Note 2021 to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the Company's 20202021 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.


ITEM 4. CONTROLS AND PROCEDURES
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 March 31, 2021,2022, 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.

In connection with the N&B Transaction, there were several processes, policies, operations, technologies and information systems that were transferred or separated. Through the quarter ended March 31, 2021, the Company continued to take steps to ensure that adequate controls were designed and maintained throughout this transition period.



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DuPont de Nemours Inc.
PART II - OTHER INFORMATION


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 1416 to the interim Consolidated Financial Statements.

Litigation
See Note 1416 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(5)(c)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.”


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ITEM 1A. RISK FACTORS
ThereOther 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, 2020.2021.

DuPont is pursuing plans to divest a substantial majority of its historic Mobility & Materials segment, including its announced transaction withCelanese, which are subject to uncertainties and risks, including completion risks.

On February 17, 2022, DuPont and certain of its subsidiaries entered into a Transaction Agreement (the “Transaction Agreement”) with Celanese Corporation, a Delaware Corporation (“Celanese”), pursuant to which, subject to the satisfaction of the conditions set forth in the Transaction Agreement, DuPont has agreed to sell to Celanese 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”).

Consummation of the M&M Divestiture is subject to the satisfaction or waiver of certain customary mutual closing conditions, including (i) the absence of an injunction in certain agreed jurisdictions that would prohibit consummation of the M&M Divestiture and (ii) the expiration or termination of the required waiting, notice or review periods and approvals or clearances under the Hart-Scott-Rodino Act, as amended, and certain other approvals under non-U.S. regulatory laws, as applicable, including, without limitation, the European Union, China, Brazil, Mexico, South Korea and Turkey. The obligation of each party to consummate the M&M Divestiture is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Transaction Agreement.

There can be no assurance that the M&M Divestiture will be consummated in a timely manner, or at all, or that DuPont will realize all or any of the expected benefits of the M&M Divestiture. The consummation of the M&M Divestiture and the expected benefits to DuPont are subject to risks and uncertainties including (x) the ability of the parties to obtain necessary regulatory approvals or to satisfy any of the other closing conditions; (y) the performance of the M&M Business, which may be impacted by, among other things, the ability to offset increased costs,obtain raw materials, meet customer needs, 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;and (z) timing, costs and other impacts of the pursuit of the separation of the M&M Business on DuPont’s business operations, including the M&M Business and the former Mobility & Materials business lines not in-scope for the M&M Divestiture.

The announcement, pendency and consummation (or termination) of the M&M Divestiture could cause disruptions in DuPont’s business, including potential adverse reactions or changes to business relationships and competitive responses to the M&M Divestiture. The M&M Divestiture will require significant amounts of time and effort which could divert management’s attention from operating and growing our business. DuPont has incurred and expects to incur a number of non-recurring costs in connection with the M&M Divestiture. These costs and expenses include financial, legal, accounting, consulting and other advisory fees and expenses; reorganization and restructuring costs; severance/employee benefit-related expenses; and other related charges some of which are payable by DuPont regardless of whether the proposed M&M Divestiture is consummated. The Transaction Agreement generally requires DuPont to operate the M&M Business in the ordinary course, pending consummation, of the M&M Divestiture and restricts DuPont, without Celanese’s consent, from taking certain specified actions until the M&M Divestiture is consummated or the Transaction Agreement is terminated, including making certain acquisitions and divestitures and entering into certain contracts. Any of the foregoing could adversely affect DuPont’s business, financial condition and results of operations. Declines in sales, earnings and cash flows could also result in future asset impairments (including goodwill).

As part of the Company’s announcement on February 18, 2022 of the transaction with Celanese, DuPont also announced that its Board of Directors approved the divestiture of the Delrin® acetal homopolymer (H-POM) business, (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.

While DuPont is engaged in certain internal reorganization activities to separate the M&M Business into separate subsidiaries and to align such subsidiaries for disposition in a tax-efficient manner, such disposition is expected to be a taxable disposition for the Company. Additionally, if certain internal transactions related to the separation of the M&M 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.
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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 March 31, 2021, under its share buyback program announced on June 1, 2019 which expires June 1, 2021:2022:

Issuer Purchases of Equity SecuritiesTotal number of shares purchased as part of the Company's publicly announced share repurchase program
Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share
repurchase program
(In millions)
PeriodTotal number of shares purchasedAverage price paid per share
January— — — 1,018 
February2,500,050 70.01 2,500,050 843 
March4,349,157 74.72 4,349,157 518 
First Quarter 20216,849,207 $73.00 6,849,207 $518 

On March 8, 2021, the Company announced a new $1.5 billion share buyback program, which expires on June 30, 2022. The Company has not made any repurchases under the new program.
Issuer Purchases of Equity SecuritiesTotal number of shares purchased as part of the Company's publicly announced share repurchase program
Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share
repurchase program
(In millions)
PeriodTotal number of shares purchasedAverage price paid per share
January— $— — $1,375 
February710,490 75.37 710,490 1,322 
March4,358,086 73.76 4,358,086 1,000 
First Quarter 20225,068,576 $73.99 5,068,576 $1,000 



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ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
EXHIBIT NO.DESCRIPTION
Third Amended and Restated Certificate of Incorporation of DuPont de Nemours, Inc. incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed April 30, 2021.
Fifth Amended and Restated Bylaws of DuPont de Nemours, Inc. incorporated by reference to Exhibit 3.2 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed April 30, 2021.
Transaction Agreement by and among DuPont de Nemours, Inc., DuPont E&I Holding, Inc. and Celanese Corporation, dated February 17, 2022**†, incorporated by reference to Exhibit 2.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 22, 2022.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*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.





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DuPont de Nemours, Inc.
Signatures

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: May 4, 20216, 2022

By:/s/ MICHAEL G. GOSS
Name:Michael G. Goss
Title:Vice President and Controller
City:Wilmington
State:Delaware


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