DuPont de Nemours, Inc. - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2021

☐ 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)

Delaware

81-1224539

State or other jurisdiction of incorporation or organization

(I.R.S. Employer Identification No.)

974 Centre Road

Building 730

Wilmington

Delaware

19805

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DD	New 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☑ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☑

Accelerated 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 518,103,842 shares of common stock, $0.01 par value, outstanding at November 1, 2021.

Table of Contents

DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended September 30, 2021

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION		PAGE

Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Operations	6
	Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Balance Sheets	8
	Consolidated Statements of Cash Flows	9
	Consolidated Statements of Equity	10
	Notes to the Consolidated Financial Statements (Unaudited)	12

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	48
	Recent Developments	49
	Results of Operations	50
	Changes in Financial Condition	58

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62
Item 4.	Controls and Procedures	62

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	64
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65
Item 6.	Exhibits	66

SIGNATURES		67

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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 December 31, 2020 and the results of operations of DuPont for the three and nine months ended September 30, 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 July 1, 2021, DuPont completed the previously announced acquisition of the Laird Performance Materials business, (the “Laird PM Acquisition”).

On November 2, 2021, DuPont announced it has entered into a definitive agreement to acquire Rogers Corporation ("Rogers") for cash, (the “Intended Rogers Acquisition”). The transaction is subject to approval by Rogers shareholders, regulatory approvals and customary closing conditions.

On November 2, 2021, DuPont announced that it has initiated a divestiture process (the “In-Scope M&M Divestiture Process”) related to a substantial portion of its Mobility & Materials segment, (the “In-Scope M&M Businesses”). The outcome of which, including the entry into definitive agreements, is subject to approval of the DuPont Board of Directors.

DuPontTM and all products, unless otherwise noted, denoted with TM, SM or ® are trademarks, service marks or registered trademarks of affiliates of DuPont de Nemours, Inc.

FORWARD-LOOKING STATEMENTS

This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," and similar expressions and variations or negatives of these words.

Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties and assumptions, many of which that are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future results. Some of the important factors that could cause DuPont's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) in connection with the Intended Rogers Acquisition, the failure to (x) obtain the necessary approval from Rogers shareholders, regulatory approvals, or anticipated tax treatment, or (y) satisfy any of the other conditions to closing; (ii) 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 closing of the Intended Rogers Acquisition; (iii) the timing and outcome of the In-Scope M&M Divestiture Process and the risks, costs and ability to realize benefits from the pursuit of any disposition of the In-Scope M&M Businesses resulting therefrom; (iv) the ability to achieve expected benefits, synergies and operating efficiencies in connection with the Laird PM Acquisition within the expected time frames or at all or to successfully integrate Laird PM; (v) ability to achieve anticipated tax treatments in connection with the N&B Transaction, Laird PM

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Acquisition or the DWDP Distributions; (vi) changes in relevant tax and other laws; (vii) indemnification of certain legacy liabilities of EID in connection with the Corteva Distribution; (viii) risks and costs related to the performance under and impact of the cost sharing arrangement by and between DuPont, Corteva and The Chemours Company related to future eligible PFAS costs; (ix) failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes, including meeting conditions under the Letter Agreement entered in connection with the Corteva Distribution, related to the transfer of certain levels of assets and businesses; (x) uncertainty as to the long-term value of DuPont common stock; (xi) risks and uncertainties related to the novel coronavirus (COVID-19) 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, results 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 virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume; and (xii) other risks to DuPont's business, operations; each as further discussed in detail in and results of operations as discussed in DuPont’s annual report on Form 10-K for the year ended December 31, 2020 and its subsequent reports on Form 10-Q and Form 8-K. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business or supply chain disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Table of Contents


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DuPont de Nemours, Inc.

Consolidated Statements of Operations


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions, except per share amounts (Unaudited)	2021		2020		2021		2020
Net sales	$	4,271	$	3,629	$	12,382	$	10,588
Cost of sales	2,778		2,417		7,945		7,034
Research and development expenses	152		140		456		466
Selling, general and administrative expenses	475		403		1,390		1,299
Amortization of intangibles	196		172		530		527
Restructuring and asset related charges - net	1		378		13		800
Goodwill impairment charges	—		183		—		3,214
Acquisition, integration and separation costs	29		22		58		161
Equity in earnings of nonconsolidated affiliates	25		29		76		170
Sundry income (expense) - net	8		430		170		631
Interest expense	115		165		390		517
Income (loss) from continuing operations before income taxes	558		208		1,846		(2,629)
Provision for income taxes on continuing operations	125		122		308		224
Income (loss) from continuing operations, net of tax	433		86		1,538		(2,853)
(Loss) income from discontinued operations, net of tax	(29)		(158)		4,751		(300)
Net income (loss)	404		(72)		6,289		(3,153)
Net income attributable to noncontrolling interests	13		7		26		20
Net income (loss) available for DuPont common stockholders	$	391	$	(79)	$	6,263	$	(3,173)


Per common share data:
Earnings (loss) per common share from continuing operations - basic	$	0.81	$	0.11	$	2.74	$	(3.90)
(Loss) earnings per common share from discontinued operations - basic	(0.06)		(0.22)		8.61		(0.41)
Earnings (loss) per common share - basic	$	0.75	$	(0.11)	$	11.35	$	(4.31)
Earnings (loss) per common share from continuing operations - diluted	$	0.80	$	0.11	$	2.73	$	(3.90)
(Loss) earnings per common share from discontinued operations - diluted	(0.06)		(0.21)		8.59		(0.41)
Earnings (loss) per common share - diluted	$	0.75	$	(0.11)	$	11.32	$	(4.31)

Weighted-average common shares outstanding - basic	521.5		734.4		551.7		735.8
Weighted-average common shares outstanding - diluted	523.1		734.9		553.1		735.8

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Comprehensive Income


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions (Unaudited)	2021		2020		2021		2020
Net income (loss)	$	404	$	(72)	$	6,289	$	(3,153)
Other comprehensive (loss) income, net of tax

Cumulative translation adjustments	(189)		606		(554)		547
Pension and other post-employment benefit plans	12		4		23		9
Derivative instruments	20		—		38		—
Split-off of N&B	—		—		258		—

Total other comprehensive (loss) income	(157)		610		(235)		556
Comprehensive income (loss)	247		538		6,054		(2,597)
Comprehensive income attributable to noncontrolling interests, net of tax	12		11		17		19
Comprehensive income (loss) attributable to DuPont	$	235	$	527	$	6,037	$	(2,616)

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Condensed Consolidated Balance Sheets


In millions, except share amounts (Unaudited)	September 30, 2021		December 31, 2020
Assets
Current Assets
Cash and cash equivalents	$	1,670	$	2,544

Accounts and notes receivable - net	2,908		2,421
Inventories	2,844		2,393
Other current assets	225		181
Assets held for sale	850		810
Assets of discontinued operations	—		20,659
Total current assets	8,497		29,008
Property, plant and equipment - net of accumulated depreciation (September 30, 2021 - $4,599; December 31, 2020 - $4,256)	6,921		6,867
Other Assets
Goodwill	19,688		18,702
Other intangible assets	8,644		8,072
Restricted cash and cash equivalents	50		6,206
Investments and noncurrent receivables	1,029		1,047
Deferred income tax assets	175		190
Deferred charges and other assets	1,011		812
Total other assets	30,597		35,029
Total Assets	$	46,015	$	70,904
Liabilities and Equity
Current Liabilities
Accounts payable	$	2,538	$	2,222
Income taxes payable	206		169
Accrued and other current liabilities	1,335		1,085
Liabilities related to assets held for sale	142		140
Liabilities of discontinued operations	—		8,610
Total current liabilities	4,221		12,226
Long-Term Debt	10,629		15,611
Other Noncurrent Liabilities
Deferred income tax liabilities	2,014		2,053
Pension and other post-employment benefits - noncurrent	1,017		1,110
Other noncurrent obligations	895		834
Total other noncurrent liabilities	3,926		3,997
Total Liabilities	18,776		31,834
Commitments and contingent liabilities
Stockholders' Equity
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2021: 518,103,127 shares; 2020: 734,204,054 shares)	5		7
Additional paid-in capital	49,702		50,039
Accumulated deficit	(22,892)		(11,586)
Accumulated other comprehensive (loss) income	(182)		44
Total DuPont stockholders' equity	26,633		38,504
Noncontrolling interests	606		566
Total equity	27,239		39,070
Total Liabilities and Equity	$	46,015	$	70,904

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Cash Flows


	Nine Months Ended September 30,
In millions (Unaudited)	2021		2020
Operating Activities
Net income (loss)	$	6,289	$	(3,153)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	1,094		2,326
Credit for deferred income tax and other tax related items	(182)		(481)
Earnings of nonconsolidated affiliates in excess of dividends received	(41)		(120)
Net periodic pension benefit cost	1		30
Pension contributions	(59)		(77)
Net gain on sales and split-offs of assets, businesses and investments	(5,117)		(612)
Restructuring and asset related charges - net	15		807
Goodwill impairment charges	—		3,214
Inventory step-up amortization	12		—
Other net loss	126		127
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable	(399)		133
Inventories	(515)		312
Accounts payable	379		43
Other assets and liabilities, net	57		245
Cash provided by operating activities	1,660		2,794
Investing Activities
Capital expenditures	(707)		(922)
Proceeds from sales of property and businesses, net of cash divested	285		1,008
Acquisitions of property and businesses, net of cash acquired	(2,323)		(73)
Purchases of investments	(2,001)		(1)
Proceeds from sales and maturities of investments	2,001		1
Other investing activities, net	18		22
Cash (used for) provided by investing activities	(2,727)		35
Financing Activities
Changes in short-term notes payable	—		(1,439)
Proceeds from issuance of long-term debt	—		8,275
Proceeds from issuance of long-term debt transferred to IFF at split-off	1,250		—
Payments on long-term debt	(5,000)		(29)
Purchases of common stock	(1,643)		(232)
Proceeds from issuance of Company stock	110		34
Employee taxes paid for share-based payment arrangements	(26)		(14)
Distributions to noncontrolling interests	(34)		(48)
Dividends paid to stockholders	(476)		(662)

Cash transferred to IFF at split-off	(100)		—
Other financing activities, net	(2)		(55)
Cash (used for) provided by financing activities	(5,921)		5,830
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(49)		4
(Decrease) increase in cash, cash equivalents and restricted cash	(7,037)		8,663
Cash, cash equivalents and restricted cash from continuing operations, beginning of period	8,767		1,569
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period	8		8
Cash, cash equivalents and restricted cash at beginning of period	8,775		1,577
Cash, cash equivalents and restricted cash from continuing operations, end of period	1,738		10,233
Cash, cash equivalents and restricted cash from discontinued operations, end of period	—		7
Cash, cash equivalents and restricted cash at end of period	$	1,738	$	10,240

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Equity

For the nine months ended September 30, 2021 and 2020


In millions (Unaudited)	Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comp Loss		Treasury Stock		Non-controlling Interests		Total Equity
Balance at December 31, 2019	$	7	$	50,796	$	(8,400)	$	(1,416)	$	—	$	569	$	41,556
Adoption of accounting standards	—		—		(3)		—		—		—		(3)
Net (loss) income	—		—		(3,173)		—		—		20		(3,153)
Other comprehensive income (loss)	—		—		—		557		—		(1)		556
Dividends ($0.90 per common share)	—		(662)		—		—		—		—		(662)
Common stock issued/sold	—		34		—		—		—		—		34
Stock-based compensation	—		81		—		—		—		—		81
Contributions from non-controlling interests	—		—		—		—		—		19		19
Distributions to non-controlling interests	—		—		—		—		—		(48)		(48)
Purchases of treasury stock	—		—		—		—		(232)		—		(232)
Retirement of treasury stock	—		—		(232)		—		232		—		—
Other	—		(30)		—		—		—		—		(30)
Balance at September 30, 2020	$	7	$	50,219	$	(11,808)	$	(859)	$	—	$	559	$	38,118

Balance at December 31, 2020	$	7	$	50,039	$	(11,586)	$	44	$	—	$	566	$	39,070
Net income	—		—		6,263		—		—		26		6,289
Other comprehensive loss	—		—		—		(226)		—		(9)		(235)
Dividends ($0.90 per common share)	—		(476)		—		—		—		—		(476)
Common stock issued/sold	—		110		—		—		—		—		110
Stock-based compensation	—		30		—		—		—		—		30
Contributions from non-controlling interests	—		—		—		—		—		84		84
Distributions to non-controlling interests	—		—		—		—		—		(34)		(34)
Purchases of treasury stock	—		—		—		—		(1,643)		—		(1,643)
Retirement of treasury stock	—		—		(1,643)		—		1,643		—		—
Split-off of N&B	(2)		—		(15,926)		—		—		(27)		(15,955)
Other	—		(1)		—		—		—		—		(1)
Balance at September 30, 2021	$	5	$	49,702	$	(22,892)	$	(182)	$	—	$	606	$	27,239

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Equity

For the three months ended September 30, 2021 and 2020


In millions (Unaudited)	Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comp Loss		Treasury Stock		Non-controlling Interests		Total Equity
Balance at June 30, 2020	$	7	$	50,191	$	(11,728)	$	(1,465)	$	—	$	572	$	37,577
Net (loss) income	—		—		(79)		—		—		7		(72)
Other comprehensive income	—		—		—		606		—		4		610
Stock-based compensation	—		24		—		—		—		—		24
Contributions from non-controlling interests	—		—		—		—		—		14		14
Distributions to non-controlling interests	—		—		—		—		—		(38)		(38)
Other	—		4		(1)		—		—		—		3
Balance at September 30, 2020	$	7	$	50,219	$	(11,808)	$	(859)	$	—	$	559	$	38,118

Balance at June 30, 2021	$	5	$	49,681	$	(22,783)	$	(26)	$	—	$	587	$	27,464
Net income	—		—		391		—		—		13		404
Other comprehensive loss	—		—		—		(156)		—		(1)		(157)
Common stock issued/sold	—		2		—		—		—		—		2
Stock-based compensation	—		17		—		—		—		—		17
Contributions from non-controlling interests	—		—		—		—		—		17		17
Distributions to non-controlling interests	—		—		—		—		—		(10)		(10)
Purchases of treasury stock	—		—		—		—		(500)		—		(500)
Retirement of treasury stock	—		—		(500)		—		500		—		—
Other	—		2		—		—		—		—		2
Balance at September 30, 2021	$	5	$	49,702	$	(22,892)	$	(182)	$	—	$	606	$	27,239

See Notes to the Consolidated Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents


Note		Page
1	Summary of Significant Accounting Policies	13
2	Acquisitions	14
3	Divestitures	16
4	Revenue	20
5	Restructuring and Asset Related Charges - Net	22
6	Supplementary Information	24
7	Income Taxes	25
8	Earnings Per Share Calculations	26
9	Accounts and Notes Receivable - Net	27
10	Inventories	27
11	Property, Plant, and Equipment	27
12	Nonconsolidated Affiliates	28
13	Goodwill and Other Intangible Assets	28
14	Short-Term Borrowings, Long-Term Debt and Available Credit Facilities	30
15	Commitments and Contingent Liabilities	32
16	Operating Leases	37
17	Stockholders' Equity	38
18	Noncontrolling Interests	39
19	Pension Plans and Other Post-Employment Benefits	39
20	Stock-Based Compensation	40
21	Financial Instruments	41
22	Fair Value Measurements	43
23	Segments and Geographic Regions	44
24	Subsequent Events	47

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

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 be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the Company's Current Report on Form 8-K filed on June 3, 2021, collectively referred to as the "Recast 2020 Annual Report," which was filed in order to recast the Company's 2020 Annual Report on Form 10-K to reflect the presentation of the N&B Business as discontinued operations and to reflect the changes in the Company's reportable segments. These interim Consolidated Financial Statements should also be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The interim Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained.

Basis of Presentation

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"). Except as otherwise indicated by the context, the term "TDCC" includes TDCC and its consolidated subsidiaries and "EID" includes EID and its consolidated subsidiaries.

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 TDCC (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 EID, (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”).

Following the Corteva Distribution, DuPont 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." Beginning on June 3, 2019, the Company's common stock is traded on the NYSE under the ticker symbol "DD."

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 23 for additional details). The reporting changes have been retrospectively reflected for all periods presented.

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NOTE 2 - ACQUISITIONS

On July 1, 2021, DuPont completed the acquisition (the "Laird PM Acquisition") of 100% of the 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, among other items. Laird PM is a leader in high-performance electromagnetic shielding and thermal management solutions. Laird PM is being integrated into the Interconnect Solutions business within the Electronics & Industrial segment, in order to enhance the Company's position in advanced electronics applications. The Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date.

The table below presents the provisional fair values allocated to the assets acquired and liabilities assumed. The purchase accounting and purchase price allocation for Laird PM are substantially complete. However, the Company continues to refine the preliminary valuation of certain acquired assets and liabilities, including income tax related amounts, which could impact the amount of residual goodwill recorded. 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. Final determination of the fair values may result in further adjustments to the values presented in the following table:


Laird PM Assets Acquired and Liabilities Assumed on July 1, 2021
(in millions)
Fair Value of Assets Acquired
Cash and cash equivalents	$	92
Accounts and notes receivable	93
Inventories	50
Property, plant, and equipment	104
Other current assets	10
Goodwill	1,219
Other intangible assets	1,160
Deferred income tax assets	3
Deferred charges and other assets	26
Total Assets	$	2,757
Fair Value of Liabilities Assumed
Accounts payable	$	75
Income taxes payable	10
Accrued and other current liabilities	46
Deferred income tax liabilities	184
Pension & other post-employment benefits - noncurrent	10
Other noncurrent obligations	28
Total Liabilities	$	353
Net Assets (Consideration for Laird PM)	$	2,404

The significant fair value adjustments included in the provisional allocation of purchase price are discussed below.

Property, plant and equipment

Property, plant and equipment is comprised of machinery and equipment of $67 million, buildings and building improvements of $18 million, leasehold improvements of $10 million, construction in progress of $5 million and land and land improvements of $4 million. The preliminary estimated fair value was primarily determined using a market approach for land and certain types of equipment, and a replacement cost approach for the remaining depreciable property, plant and equipment. The market approach for certain types of equipment represents a sales comparison that measures the value of an asset through an analysis of sales and offerings of comparable assets. The replacement cost approach used for all other depreciable property, plant and equipment measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjusts for age and condition of the asset.

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Goodwill

The excess of the consideration for Laird PM over the preliminary net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $1,219 million of goodwill, which has been assigned to the Electronics & Industrial segment. Goodwill is attributable to Laird PM’s assembled workforce and expected cost synergies to be obtained through procurement efficiencies and the optimization of the combined the Electronics & Industrial segment and Laird PM businesses’ global activities across sales, manufacturing, research & development, and administrative functions.

Other Intangible Assets

Other intangible assets with definite lives include acquired customer-related intangible assets of $840 million, developed technology of $290 million and trademark/tradename of $30 million. Acquired customer-related intangible assets, developed technology, and trademark/tradename have useful lives of 14 years, 8 years, and 3 years, respectively. The preliminary customer-related intangible assets' fair value was determined using the excess earnings method while the preliminary developed technology and trademark/tradename fair values were determined utilizing the relief from royalty method.

Total sales included in the interim Consolidated Statements of Operations for the three and nine months ended September 30, 2021 are $131 million. The Company evaluated the disclosure requirements under ASC 805 and determined Laird PM was not considered a material business combination for purposes of disclosing the earnings of Laird PM since the date of acquisition or

supplemental pro forma information.

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NOTE 3 - DIVESTITURES

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 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.

The results of operations of N&B are presented as discontinued operations as summarized below:


	Three Months Ended September 30,		Nine Months Ended September 30,
In millions	2020		2021		2020
Net sales	$	1,467	$	507	$	4,557
Cost of sales	975		354		2,967
Research and development expenses	59		21		178
Selling, general and administrative expenses	121		47		399
Amortization of intangibles	358		38		1,064
Restructuring and asset related charges - net	6		1		7
Integration and separation costs	105		172		308
Equity in earnings of nonconsolidated affiliates	1		—		2
Sundry income (expense) - net	—		8		(4)
Interest expense	32		13		56
Loss from discontinued operations before income taxes	(188)		(131)		(424)
Benefit from income taxes on discontinued operations	(30)		(27)		(124)
Loss from discontinued operations, net of tax	(158)		(104)		(300)
Non-taxable gain on split-off	—		4,940		—
(Loss) Income from discontinued operations attributable to DuPont stockholders, net of tax	$	(158)	$	4,836	$	(300)

The following table presents depreciation, amortization, and capital expenditures of the discontinued operations related to N&B:


	Three Months Ended September 30,		Nine Months Ended September 30,
In millions	2020		2021		2020
Depreciation and amortization	$	435	$	63	$	1,287
Capital expenditures	$	36	$	27	$	161

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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:


In millions	December 31, 2020
Assets
Accounts and notes receivable - net	$	1,130
Inventories	1,333
Other current assets	65
Investments and noncurrent receivables	36
Property, plant, and equipment - net	3,118
Goodwill	11,542
Other intangible assets - net	3,072
Deferred income tax assets	44
Deferred charges and other assets	319
Total assets of discontinued operations	$	20,659
Liabilities
Short-term borrowings and finance lease obligations	$	4
Accounts payable	742
Income taxes payable	36
Accrued and other current liabilities	301
Long-term debt	6,195
Deferred income tax liabilities	852
Pension and other post-employment benefits - noncurrent	238
Other noncurrent obligations	242
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 & 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 at December 31, 2020.

The Company recognized a non-taxable gain of approximately $4,940 million on the N&B Transaction. The gain is recorded in "(Loss) Income from discontinued operations, net of tax" in the Company's interim Consolidated Statements of Operations for the nine months ended September 30, 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 Separation and Distribution Agreement, subsequently amended and joined by Neptune 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 DuPont 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).

In connection with the closing of the N&B Transaction, and effective February 1, 2021, the Company entered into the following agreements:

•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 pursuant to the N&B Separation and Distribution Agreement, and pursuant 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; and

•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 7 for additional information on the N&B Tax Matters Agreement.

Other Discontinued Operations Activity

The Company recorded a loss from discontinued operations, net of tax of $5 million and $71 million for the three and nine months ended September 30, 2021 related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EID and a settlement agreement between Chemours, Corteva and DuPont and Delaware's Attorney General. For additional information on these matters, refer to Note 15. The Company also recorded a loss from discontinued operations, net of tax of $12 million and $14 million for the three and nine months ended September 30, 2021, predominately related to certain charges associated with the amended and restated Tax Matters Agreement under the DWDP Distributions.

Assets Held for Sale

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. The sale of the Biomaterials business unit is subject to regulatory approval and customary closing conditions and is expected to close within one year. In January 2021, the Company entered into a definitive agreement to sell its Clean Technologies business, which is expected to close in the fourth quarter of 2021. These divestitures are expected to generate in aggregate pre-tax cash proceeds of about $750 million. The Company also signed a non-binding letter in March 2021 with the intent to sell Chestnut Run labs, a portion of the Company's Chestnut Run campus. This transaction is expected to close within one year.

The assets and liabilities associated with the Biomaterials and Clean Technologies businesses, as well as Chestnut Run labs, remain classified as held for sale at September 30, 2021. The results of operations of the Biomaterials and Clean Technologies businesses are reported in Corporate.

The following table summarizes the carrying value of the major assets and liabilities of the Biomaterials and Clean Technologies business units and Chestnut Run labs as of September 30, 2021 (collectively, the “Held for Sale Disposal Group”) and the Biomaterials and Clean Technologies business units as of December 31, 2020:

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In millions	September 30, 2021		December 31, 2020
Assets
Accounts and notes receivable - net	$	62	$	63
Inventories	79		75
Other current assets	37		35
Investments and noncurrent receivables	158		164
Property, plant and equipment - net	76		34
Goodwill	267		267
Other intangible assets	168		168
Deferred charges and other assets	3		4
Assets held for sale	$	850	$	810
Liabilities
Accounts payable	$	57	$	40
Income taxes payable	2		1
Accrued and other current liabilities	37		50
Deferred income tax liabilities	29		30
Pension and other post-employment benefits - noncurrent	—		1
Other noncurrent obligations	17		18
Liabilities related to assets held for sale	$	142	$	140

In connection with the held for sale classification, the Held for Sale Disposal Group was measured at fair value less estimated cost to sell. As a result, the Company recorded a $25 million pre-tax goodwill impairment charge during the third quarter of 2020 which is reflected in “Goodwill impairment charges” in the Company’s interim Consolidated Statements of Operations for the three and nine months ended September 30, 2020.

Sale of Solamet®

On June 30, 2021, the Company completed the sale of its Solamet® business unit, which is part of Corporate. Total consideration received related to the sale of the business is approximately $190 million, of which $47 million was received in the third quarter. For the nine months ended September 30, 2021, a pre-tax gain of $140 million ($105 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's interim Consolidated Statements of Operations.

Sale of TCS/HSC Disposal Group

In the third quarter of 2020, the Company completed the sale of its trichlorosilane business (“TCS Business”) along with its equity ownership interest in DC HSC Holdings LLC and Hemlock Semiconductor L.L.C. (the "HSC Group,” and together with the TCS Business, the “TCS/HSC Disposal Group” and the sale of the TCS/HSC Disposal Group, the “TCS/HSC Disposal”) to the HSC Group, both of which were part of the former Non-Core segment. In connection with the TCS/HSC Disposal, the Company received $550 million in cash at closing, subject to certain claw-back provisions. The Company also received approximately $58 million in the third quarter of 2021, which was recorded in "Cash and cash equivalents" in the Company's interim Condensed Consolidated Balance Sheets, and will receive an additional $117 million in equal installments over the course of the next two years associated with the settlement of an existing supply agreement dispute with the HSC Group. The TCS/HSC Disposal resulted in a net pre-tax gain of $393 million ($232 million net of tax), including the settlement of the supply agreement dispute and after allocation of goodwill to the TCS Business. The net pre-tax benefit is recorded in “Sundry income (expense) – net” in the Company’s interim Consolidated Statements of Operations for the three and nine months ended September 30, 2020.

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 nine months ended September 30, 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.

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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. For the three and nine months ended September 30, 2021, these costs were primarily associated with the execution of activities related to strategic initiatives including the acquisition of Laird PM, the planned divestiture of the Held for Sale Disposal Group and the completed divestiture of the Solamet® business unit. For the three and nine months ended September 30, 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 "Acquisition, integration and separation costs" within the interim Consolidated Statements of Operations.


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Acquisition, integration and separation costs	$	29	$	22	$	58	$	161

NOTE 4 - 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.

On February 1, 2021, the Company realigned and renamed certain businesses as part of the 2021 Segment Realignment resulting in changes to its management and reporting structure (see Note 23 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 to 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.

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Net Trade Revenue by Segment and Business or Major Product Line	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Industrial Solutions	$	474	$	398	$	1,412	$	1,189
Interconnect Solutions	489		370		1,158		910
Semiconductor Technologies	504		445		1,517		1,340
Electronics & Industrial	$	1,467	$	1,213	$	4,087	$	3,439
Safety Solutions	$	646	$	534	$	1,933	$	1,746
Shelter Solutions	414		387		1,193		1,051
Water Solutions	337		328		1,011		972
Water & Protection	$	1,397	$	1,249	$	4,137	$	3,769
Advanced Solutions	$	382	$	303	$	1,155	$	858
Engineering Polymers	611		460		1,665		1,339
Performance Resins	305		233		963		680
Mobility & Materials	$	1,298	$	996	$	3,783	$	2,877
Corporate 1	$	109	$	171	375		503
Total	$	4,271	$	3,629	$	12,382	$	10,588

1. Corporate net sales reflect activity of to be divested and previously divested businesses.


Net Trade Revenue by Geographic Region	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
U.S. & Canada	$	1,208	$	1,068	$	3,414	$	3,177
EMEA 1	831		650		2,475		2,038
Asia Pacific	2,080		1,776		6,046		4,998
Latin America	152		135		447		375
Total	$	4,271	$	3,629	$	12,382	$	10,588

1.Europe, Middle East and Africa.

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 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 nine months of 2021 and 2020 from amounts included in contract liabilities at the beginning of the period was insignificant.


Contract Balances	September 30, 2021		December 31, 2020
In millions	September 30, 2021		December 31, 2020
Accounts and notes receivable - trade 1	$	2,301	$	1,911

Deferred revenue - current 2	$	34	$	16
Deferred revenue - noncurrent 3	$	—	$	21

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" in the interim Condensed Consolidated Balance Sheets.

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NOTE 5 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

Charges for restructuring programs and asset related charges, which includes asset impairments, were $1 million and $13 million for the three and nine months ended September 30, 2021 and $378 million and $800 million for the three and nine months ended September 30, 2020. 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 $38 million at September 30, 2021 and $96 million at December 31, 2020, recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. Restructuring activity consists of the following programs:

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 $181 million inception-to-date, consisting of severance and related benefit costs of $129 million and asset related charges of $52 million.

The following tables summarize the charges related to the 2020 Restructuring Program:


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Severance and related benefit costs	$	1	$	4	$	11	$	99
Asset related charges	—		4		2		28
Total restructuring and asset related charges - net	$	1	$	8	$	13	$	127


2020 Restructuring Program Charges by Segment	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Electronics & Industrial	$	—	$	1	$	2	$	5
Water & Protection	—		2		—		24
Mobility & Materials	—		—		6		21
Corporate	1		5		5		77
Total	$	1	$	8	$	13	$	127

The following table summarizes the activities related to the 2020 Restructuring Program:


2020 Restructuring Program	Severance and Related Benefit Costs		Asset Related Charges		Total
In millions
Reserve balance at December 31, 2020	$	62	$	—	$	62
Year-to-date restructuring charges	11		2		13
Charges against the reserve	—		(2)		(2)
Cash payments	(48)		—		(48)
Reserve balance at September 30, 2021	$	25	$	—	$	25

Total liabilities related to the 2020 Restructuring Program were $25 million at September 30, 2021 and $62 million at December 31, 2020, respectively, and recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The 2020 Restructuring Program is considered substantially complete.

2019 Restructuring Program

During the second quarter of 2019 and in connection with the ongoing integration activities, DuPont approved restructuring actions to simplify and optimize certain organizational structures following the completion of the DWDP Distributions (the "2019 Restructuring Program"). The Company has recorded pre-tax restructuring charges of $126 million inception-to-date, consisting of severance and related benefit costs of $99 million and asset related charges of $27 million.

Total liabilities related to the 2019 Restructuring Program were $5 million at September 30, 2021 and $14 million at December 31, 2020, respectively, and recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The 2019 Restructuring Program is considered substantially complete.

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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 $345 million inception-to-date, consisting of severance and related benefit costs of $137 million, asset related charges of $159 million and contract termination charges of $49 million.

Total liabilities related to the Synergy Program were $8 million at September 30, 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.

Other Restructuring Actions

In October 2021, the Company approved targeted restructuring actions to capture near term cost reductions. The Company expects to incur costs of up to $75 million primarily related to the payment of severance and related benefits and asset related charges, the majority of which are expected to be incurred in the fourth quarter of 2021.

Asset Impairments

In the third quarter of 2020, the TCS/HSC Disposal, as well as further softening conditions in the aerospace markets, gave rise to fair value indicators and, thus, served as triggering events requiring the Company to perform a recoverability assessment related to asset groups within its Photovoltaic and Advanced Materials (“PVAM”) business unit. The Company first 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 both an income approach and a market approach utilizing Level 3 unobservable inputs. As a result, the Company recognized a pre-tax impairment charge of $318 million ($242 million net of tax) in the Mobility and Materials segment recorded within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations for the three and nine months ended September 30, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

Additionally, the Company recorded a pre-tax asset impairment charge of $52 million ($39 million net of tax) in the third quarter of 2020 related to indefinite-lived intangible assets reflected in Corporate which were deemed no longer recoverable as a result of the Held for Sale Disposal Group classification (refer to Note 3 for additional information). The charge was recorded within “Restructuring and asset related charges – net” in the interim Consolidated Statements of Operations for the three and nine months ended September 30, 2020.

In the second quarter of 2020, the Company recorded a $21 million pre-tax impairment charge related to indefinite-lived intangible assets within the Mobility & Materials segment. This charge was recorded within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations for the nine months ended September 30, 2020. See Note 13 for further discussion.

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, triggering events requiring the Company to perform a recoverability assessment related to its Biomaterials business unit. 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. As a result, the Company recognized a $270 million pre-tax impairment charge recorded within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operation for the nine months ended September 30, 2020 with the charge impacting definite-lived intangible assets and property, plant, and equipment.

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NOTE 6 - SUPPLEMENTARY INFORMATION


Sundry Income (Expense) - Net	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Non-operating pension and other post-employment benefit (OPEB) credits	$	14	$	4	$	39	$	23
Interest income	—		4		4		8
Net gain on divestiture and sales of other assets and investments 1,2,3	8		418		175		611
Foreign exchange losses, net	(19)		(6)		(36)		(27)

Miscellaneous income (expenses) - net 4	5		10		(12)		16
Sundry income (expense) - net	$	8	$	430	$	170	$	631

1. The nine months ended September 30, 2021 primarily reflects income of $140 million related to the gain on sale of assets within Corporate and $28 million related to the gain on sale of assets within the Electronics & Industrial segment. The nine months ended September 30, 2020 includes 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 and nine months ended September 30, 2020 includes a net benefit of $393 million related to the TCS/HSC Disposal, including the settlement of a supply agreement dispute, within Corporate. Refer to Note 3 for further information.

3. The three and nine months ended September 30, 2020 includes income of $30 million related to milestone achievement of a prior year sale of assets within the Electronics & Industrial segment.

4. The nine months ended September 30, 2021 includes an impairment charge of approximately $15 million, recorded in the first quarter of 2021, related to Chestnut Run labs, which is part of the Held for Sale Disposal Group.

Cash, Cash Equivalents and Restricted Cash

At December 31, 2020, the Company had approximately $6.2 billion recorded within non-current “Restricted cash and cash equivalents” in the interim Condensed 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") associated with the N&B transaction. On February 1, 2021 this amount was released from escrow as part of the N&B Transaction and is no longer restricted. The liability from the N&B Notes Offering was classified as "Liabilities of discontinued operations" in the Company's interim Condensed Consolidated Balance Sheet as of December 31, 2020. See Note 3 for further discussion of the Company's divestiture of the N&B business.

In connection with the cost sharing arrangement entered into as part of the MOU, the Company is contractually obligated to make deposits into an escrow account to address potential future PFAS costs. At September 30, 2021, the Company had restricted cash attributable to the cost sharing arrangement of $50 million included within non-current “Restricted cash and cash equivalents” in the interim Condensed Consolidated Balance Sheets. Additional information regarding the MOU and the escrow account can be found in Note 15 to the interim Consolidated Financial Statements.

Accrued and Other Current Liabilities

"Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets were $1,335 million at September 30, 2021 and $1,085 million at December 31, 2020. Accrued payroll, which is a component of "Accrued and other current liabilities," was $480 million at September 30, 2021. No other component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities at September 30, 2021 and no component was more than 5 percent of total current liabilities at December 31, 2020.

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NOTE 7 - 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 third quarter of 2021 was 22.4 percent, compared with an effective tax rate of 58.7 percent for the third quarter of 2020. The effective tax rate for the third quarter of 2020 was principally the result of a non-tax-deductible goodwill impairment charge and a non-tax-deductible goodwill allocation in connection with the TCS/HSC Disposal impacting Corporate.

For the first nine months of 2021, the effective tax rate on continuing operations was 16.7 percent, compared with (8.5) percent for the first nine months of 2020. The effective tax rate for the first nine months of 2021 was principally the result of a $59 million tax benefit related to the step-up in tax basis in the goodwill of the Company’s European regional headquarters legal entity. The effective tax rate for the first nine months of 2020 was principally the result of a non-tax-deductible goodwill impairment charge impacting Corporate in the first and third quarter and a non-tax-deductible goodwill impairment charge impacting the Mobility & Materials and Industrial Solutions reporting units in the second quarter, coupled with an allocation of non-tax-deductible goodwill related to the TCS/HSC Disposal.

In connection with the integration of Laird PM, the Company completed certain internal restructurings that were determined to be tax free 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.

Certain internal distributions and reorganizations that occurred in preparation for the N&B Transaction 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 liability of the DuPont U.S. tax group for each year was apportioned among the members of the consolidated group in accordance with the terms of the amended and restated Tax Matters Agreement, between DuPont, Corteva and Dow, effective as of April 1, 2019 (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.

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NOTE 8 - EARNINGS PER SHARE CALCULATIONS

The following tables provide earnings per share calculations for the three and nine months ended September 30, 2021 and 2020:


Net Income for Earnings Per Share Calculations - Basic & Diluted	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Income (loss) from continuing operations, net of tax	$	433	$	86	$	1,538	$	(2,853)
Net income from continuing operations attributable to noncontrolling interests	13		7		$	26	$	20


Income (loss) from continuing operations attributable to common stockholders	$	420	$	79	$	1,512	$	(2,873)


(Loss) income from discontinued operations attributable to common stockholders	(29)		(158)		$	4,751	$	(300)
Net income (loss) attributable to common stockholders	$	391	$	(79)	$	6,263	$	(3,173)


Earnings Per Share Calculations - Basic	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars per share	2021		2020		2021		2020


Earnings (loss) from continuing operations attributable to common stockholders	$	0.81	$	0.11	$	2.74	$	(3.90)
(Loss) earnings from discontinued operations, net of tax	(0.06)		(0.22)		8.61		(0.41)
Earnings (loss) attributable to common stockholders 2	$	0.75	$	(0.11)	$	11.35	$	(4.31)


Earnings Per Share Calculations - Diluted	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars per share	2021		2020		2021		2020
Earnings (loss) from continuing operations attributable to common stockholders	$	0.80	$	0.11	$	2.73	$	(3.90)
(Loss) earnings from discontinued operations, net of tax	(0.06)		(0.21)		8.59		(0.41)
Earnings (loss) attributable to common stockholders 2	$	0.75	$	(0.11)	$	11.32	$	(4.31)


Share Count Information	Three Months Ended September 30,		Nine Months Ended September 30,
Shares in millions	2021	2020	2021	2020
Weighted-average common shares - basic	521.5	734.4	551.7	735.8
Plus dilutive effect of equity compensation plans	1.6	0.5	1.4	—

Weighted-average common shares - diluted	523.1	734.9	553.1	735.8
Stock options and restricted stock units excluded from EPS calculations 1	2.4	5.5	2.7	6.3

1.These outstanding options to purchase shares of common stock, restricted stock, and performance 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.

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NOTE 9 - ACCOUNTS AND NOTES RECEIVABLE - NET


In millions	September 30, 2021		December 31, 2020
Accounts receivable – trade 1	$	2,237	$	1,850
Notes receivable – trade	64		61
Other 2	607		510
Total accounts and notes receivable - net	$	2,908	$	2,421

1.Accounts receivable – trade is net of allowances of $33 million at September 30, 2021 and $32 million at December 31, 2020. 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, indemnification assets, and general sales tax and other taxes. No individual group represents more than ten percent of total receivables.

NOTE 10 - INVENTORIES


Inventories	September 30, 2021		December 31, 2020
In millions
Finished goods 1	$	1,670	$	1,447
Work in process 1	528		454
Raw materials 1	492		368
Supplies	154		124
Total inventories	$	2,844	$	2,393

1.The prior year amounts have been recast for a reclassification between inventory captions, consistent with current year presentation.

NOTE 11 - PROPERTY, PLANT, AND EQUIPMENT


	Estimated Useful Lives (Years)			September 30, 2021		December 31, 2020
In millions
Land and land improvements	1	-	25	$	617	$	682
Buildings	1	-	50	2,146		2,031
Machinery, equipment, and other	1	-	25	7,543		7,182
Construction in progress				1,214		1,228
Total property, plant and equipment				$	11,520	$	11,123
Total accumulated depreciation				$	4,599	$	4,256
Total property, plant and equipment - net				$	6,921	$	6,867


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Depreciation expense	$	174	$	173	$	501	$	513

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NOTE 12 - NONCONSOLIDATED AFFILIATES

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

The Company's net investment in nonconsolidated affiliates is shown in the following table:


Investments in Nonconsolidated Affiliates	September 30, 2021		December 31, 2020
In millions	September 30, 2021		December 31, 2020
Investments and noncurrent receivables	$	926	$	889
Accrued and other current liabilities	(64)		(71)
Net investment in nonconsolidated affiliates	$	862	$	818

The Company maintained an ownership interest in 14 nonconsolidated affiliates at September 30, 2021.

Sales to nonconsolidated affiliates represented less than 2 percent of total net sales for the three months ended September 30, 2021 and 2020 and less than 2 percent and 3 percent of total net sales for the nine months ended September 30, 2021 and 2020, respectively. Sales to nonconsolidated affiliates for the nine months ended September 30, 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 and nine months ended September 30, 2021 and less than 3 percent for the three and nine months ended September 30, 2020.

NOTE 13 - GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amounts of goodwill during the nine months ended September 30, 2021 were as follows:


	Electronics & Industrial		Water & Protection		Mobility & Materials		Total
In millions
Balance at December 31, 2020	$	8,458	$	6,969	$	3,275	$	18,702
Goodwill recognized for Laird PM Acquisition 1	1,219		—		—		1,219
Currency Translation Adjustment	(66)		(108)		(67)		(241)
Other	—		—		8		8
Balance at September 30, 2021	$	9,611	$	6,861	$	3,216	$	19,688

1.On July 1, 2021, DuPont completed the acquisition of Laird PM. Final determination of the goodwill value assigned may result in adjustments to the preliminary value recorded. See Note 2 for additional information.

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 of the related acquisition method of accounting in connection with the DWDP Merger, EID’s assets and liabilities were measured at fair value resulting in increases to the Company’s goodwill and other intangible assets. The fair value valuation increased the risk that declines in financial projections, including changes to key assumptions, could have a material, negative impact on the fair value of the Company’s reporting units and assets, and therefore could result in an impairment.

The 2021 Segment Realignment served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by its 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. Goodwill impairment analyses were then performed for the new reporting units identified in the Electronics & Industrial and Mobility & Materials segments impacted by the 2021 Segment Realignment. No impairments were identified as a result of the analyses described above.

In the third quarter of 2020, the Company recorded pre-tax, non-cash goodwill impairment charges of $183 million, impacting Corporate, which is reflected in "Goodwill impairment charges" in the interim Consolidated Statements of Operations for the three and nine months ended September 30, 2020.

In the second quarter of 2020, the Company recorded pre-tax, non-cash goodwill impairment charges of $2,498 million, impacting its Mobility & Materials and Industrial Solutions reporting units, which is reflected in "Goodwill impairment charges" in the interim Consolidated Statements of Operations for the nine months ended September 30, 2020.

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In the first quarter of 2020, the Company recorded pre-tax, non-cash goodwill impairment charges of $533 million, impacting Corporate, which is reflected in "Goodwill impairment charges" in the interim Consolidated Statements of Operations for the nine months ended September 30, 2020.

Other Intangible Assets

The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:


	September 30, 2021						December 31, 2020
In millions	Gross Carrying Amount		Accum Amort		Net		Gross Carrying Amount		Accum Amort		Net
Intangible assets with finite lives:
Developed technology 1	$	3,051	$	(1,287)	$	1,764	$	2,844	$	(1,220)	$	1,624
Trademarks/tradenames 1	1,125		(483)		642		1,095		(440)		655
Customer-related 1	7,800		(2,639)		5,161		7,075		(2,361)		4,714
Other	131		(83)		48		131		(81)		50
Total other intangible assets with finite lives	$	12,107	$	(4,492)	$	7,615	$	11,145	$	(4,102)	$	7,043
Intangible assets with indefinite lives:
Trademarks/tradenames	1,029		—		1,029		1,029		—		1,029
Total other intangible assets	1,029		—		1,029		1,029		—		1,029
Total	$	13,136	$	(4,492)	$	8,644	$	12,174	$	(4,102)	$	8,072

1.As part of the Laird PM Acquisition, the Company acquired customer-related intangible assets of $840 million, developed technology of $290 million and trademark/tradename of $30 million. See Note 2 for additional information.

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. No impairments were identified as a result of the analyses described above.

In the third quarter of 2020, the Company recorded a pre-tax asset impairment charge of $52 million ($39 million net of tax) related to indefinite-lived intangible assets within Corporate which were deemed no longer recoverable as a result of an impairment test performed related to the Held For Sale Disposal Group classification (see Note 3 for additional information). The charge was recorded within “Restructuring and asset related charges – net” in the interim Consolidated Statements of Operations for the three and nine months ended September 30, 2020.

In the first quarter and third quarter of 2020, the Company recorded non-cash impairment charges related to definite-lived intangible assets impacting Corporate reflected within “Restructuring and asset related charges - net” in the interim Consolidated Statements of Operations for the three and nine months ended September 30, 2020. See Note 5 for further discussion.

In the second quarter of 2020, the Company performed quantitative testing on indefinite-lived intangible assets attributable to the Mobility & Materials segment, for which the Company determined that the fair value of certain tradenames had declined. As a result of the testing, the Company recorded a pre-tax, non-cash indefinite-lived intangible asset impairment charge of $21 million ($16 million after tax), which is reflected in "Restructuring and asset related charges - net," in the interim Consolidated Statements of Operations for the nine months ended September 30, 2020. The remaining net book value of the tradenames attributable to the Mobility & Materials segment at September 30, 2020 was approximately $289 million, which represents fair value.

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The following table provides the net carrying value of other intangible assets by segment:


Net Intangibles by Segment	September 30, 2021		December 31, 2020
In millions
Electronics & Industrial 1	$	3,527	$	2,611
Water & Protection	2,733		2,920
Mobility & Materials	2,384		2,541
Total	$	8,644	$	8,072

1.Includes intangible assets acquired as part of the Laird PM Acquisition. See Note 2 for additional information.

Total estimated amortization expense for the remainder of 2021 and the five succeeding fiscal years is as follows:


Estimated Amortization Expense
In millions
Remainder of 2021	$	174
2022	$	676
2023	$	652
2024	$	622
2025	$	572
2026	$	554

NOTE 14 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

The following table summarizes the Company's finance lease obligations and long-term debt:


Long-Term Debt	September 30, 2021				December 31, 2020
In millions	Amount		Weighted Average Rate		Amount		Weighted Average Rate
Promissory notes and debentures 1:
Final maturity 2023 2	$	2,800	3.89	%	$	4,800	3.18	%
Final maturity 2025	1,850		4.49	%	1,850		4.49	%
Final maturity 2026 and thereafter	6,050		5.13	%	6,050		5.13	%
Other facilities:
Term loan due 2022	—		—	%	3,000		1.25	%
Finance lease obligations	2				2
Less: Unamortized debt discount and issuance costs	72				90
Less: Long-term debt due within one year	1				1
Total	$	10,629			$	15,611

1. Represents senior unsecured notes (the "2018 Senior Notes"), which are senior unsecured obligations of the Company.

2. The year ended December 31, 2020 includes $2 billion related to the May 2020 Notes.

Principal Payments of long-term debt for the remainder of 2021 and the five succeeding fiscal years are as follows:


Maturities of Long-Term Debt for Next Five Years at September 30, 2021	Total
In millions	Total
Remainder of 2021	$	—
2022	$	—
2023	$	2,800
2024	$	—
2025	$	1,850
2026	$	—

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 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 $12,830 million and $18,336 million at September 30, 2021 and December 31, 2020, respectively.

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Available Committed Credit Facilities

The following table summarizes the Company's credit facilities:

Committed and Available Credit Facilities at September 30, 2021

In millions

Effective Date

Committed Credit

Credit Available

Maturity Date

Interest

Revolving Credit Facility, Five-year

May 2019

3,000

2,977

May 2024

Floating Rate

364-day Revolving Credit Facility

April 2021

1,000

April 2022

Floating Rate

Total Committed and Available Credit Facilities

4,000

3,977

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 fund 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 3 for 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. The Company redeemed the May 2020 Notes on May 13, 2021 and funded the redemption with proceeds from the Special Cash Payment.

Term Loan Facilities

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

Uncommitted Credit Facilities and Outstanding Letters of Credit

Unused bank credit lines on uncommitted credit facilities were $828 million at September 30, 2021. These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were $164 million at September 30, 2021. 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 also contain customary default provisions. The Five-Year Revolving Credit Facility and the 2021 $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 September 30, 2021, the Company was in compliance with this financial covenant. There were no material changes to the debt covenants and default provisions at September 30, 2021.

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NOTE 15 - COMMITMENTS AND CONTINGENT LIABILITIES

Litigation, 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 September 30, 2021, the Company has recorded indemnification assets of $56 million within "Accounts and notes receivable - net" and $239 million within "Deferred charges and other assets" and indemnification liabilities of $177 million within "Accrued and other current liabilities" and $189 million within "Other noncurrent obligations" within the interim Condensed Consolidated Balance Sheets.

The Company’s accruals discussed below for indemnification liabilities related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EID and the Company and to the DWDP Separation and Distribution Agreement and the Letter Agreement between the Company and Corteva (together the “Agreements”), are included in the balances above.

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”).

On January 22, 2021, the Company, Corteva, EID and Chemours entered into 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 (per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“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, as defined in the MOU, is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU.

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 split their 50 percent of Qualified Spend in accordance with the 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 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 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. DuPont's $50 million deposit into the escrow account is reflected in "Restricted cash and cash equivalents" on the Condensed Consolidated Balance Sheet.

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The parties have agreed to cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU. Under 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 will each bear specified amounts plus an additional $200 million of Indemnifiable Losses, described below, in relation to certain EID Stray Liabilities. The Agreements further provide that the Company and Corteva will each bear 50 percent, $150 million each, of the first $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 Agreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:


Indemnified Liabilities Related to the MOU
In millions	September 30, 2021		December 31, 2020		Balance Sheet Classification
Current indemnified liabilities	$	43	$	12	Accrued and other current liabilities
Long-term indemnified liabilities	$	92	$	46	Other noncurrent obligations
Total indemnified liabilities accrued under the MOU 1, 2	$	135	$	58

1.As of September 30, 2021, total indemnified liabilities accrued include $108 million related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Consent Order between Chemours and the North Carolina Department of Environmental Quality.

2.Excludes liabilities of $27 million recognized by the Company as of December 31, 2020 related to the settlement of the Ohio MDL, discussed below.

In addition to the above, as of September 30, 2021, the Company has 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.

In 2004, EID settled a West Virginia state court class action, Leach v. DuPont, 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 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, had been filed or noticed and were 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 is $83 million in cash with each of the Company and EID contributing $27 million and Chemours contributing $29 million. At June 30, 2021 the Company had paid in full its $27 million contribution. 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 v. E. I. du Pont de Nemours and Company” is not included in the Settlement and is presently pending appeal.

In the Abbott case, the jury returned a verdict in 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, there are several cases alleging damages to natural resources, the environment, water, and/or property as well as various other allegations. DuPont and Corteva are named in most of the actions discussed below. Such actions 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.

Since May 2017, a number of state attorneys general have filed lawsuits against DuPont, Corteva, EID, Chemours, and others, claiming environmental contamination by certain PFAS compounds. Such actions are currently pending in New Hampshire, New Jersey, North Carolina, Ohio and Vermont. In the second quarter 2021, the Michigan action was transferred to the SC MDL, discussed below. 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.

In July 2021, Chemours, Corteva (for itself and EID) and DuPont reached a resolution with the State of Delaware that avoids litigation and addresses potential Natural Resources Damages (“NRD”) from known historical and current releases by the companies in or affecting Delaware. The resolution releases potential state NRD claims arising from the environmental impacts of various 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 settlement also calls for a potential Supplemental Payment to Delaware up to a total of $25 million funded 50 percent by Chemours and 50 percent by Corteva and DuPont, jointly, under certain circumstances which are not deemed probable.

Several additional 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.

Additionally, there are several actions that have been filed in New Jersey against EID and Chemours on behalf of residents who allege personal injuries due to exposure to PFAS in their drinking water. These lawsuits generally seek compensatory and punitive damages stemming from those alleged injuries and medical monitoring.

In April 2021, Chemours, Corteva and 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 operations and emissions.

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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 “SC MDL”). Many of those cases also name DuPont as a defendant. Those actions largely seek remediation of the alleged PFAS contamination in and around military bases and airports as well as medical monitoring of affected residents. The first ten bellwether cases have been selected by the court, all of which are water district contamination cases.

As of September 30, 2021, approximately 1,600 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, or other injuries. 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.

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.

Additionally, there are lawsuits filed in North Carolina state court against Chemours, EID, Corteva and DuPont seeking 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.

While Management believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses as of the date of this report, it is reasonably possible that the Company could incur additional eligible PFAS costs and Indemnifiable Losses in excess 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 Qualified Spend are limited by the terms of the MOU.

Other Litigation Matters

In addition to the matters described above, the Company is party to 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 September 30, 2021, 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.

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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 September 30, 2021, the Company had accrued obligations of $210 million for probable environmental remediation and restoration costs. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets. It 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.

The accrued environmental obligations includes the following:


Environmental Accrued Obligations
In millions	September 30, 2021		December 31, 2020		Potential exposure above the amount accrued 1
Environmental remediation liabilities not subject to indemnity	$	45	$	36	$	91

Environmental remediation indemnified liabilities:
Indemnifications related to Dow and Corteva 2	45		44		66
MOU related obligations (discussed above) 3	120		56		59
Total environmental related liabilities	$	210	$	136	$	216

1.The environmental accrual as of September 30, 2021 represents management’s best estimate of the costs for remediation and restoration 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 MOU related obligations are included in the Indemnified Liabilities Related to the MOU presented above.

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 September 30, 2021 and December 31, 2020, the Company had directly guaranteed $178 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 September 30, 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 September 30, 2021	Final Expiration Year	Maximum Future Payments
In millions
Obligations for customers 1:
Bank borrowings	2021	$	15
Obligations for non-consolidated affiliates 2:
Bank borrowings	2021	$	163
Total guarantees		$	178

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 September 30, 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 16 - OPERATING LEASES

The lease cost for operating leases were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Operating lease costs	$	30	$	36	$	88	$	100

Operating cash flows from operating leases were $88 million and $101 million for the nine months ended September 30, 2021 and 2020, respectively.

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 nine months ended September 30, 2021 and 2020 were $92 million and $101 million, respectively. Supplemental balance sheet information related to leases was as follows:


In millions	September 30, 2021		December 31, 2020
Operating Leases
Operating lease right-of-use assets 1	$	423	$	423
Current operating lease liabilities 2	99		117
Noncurrent operating lease liabilities 3	331		308
Total operating lease liabilities	$	430	$	425

1.Included in "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheet.

2.Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheet.

3.Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheet.

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. 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 Leases	September 30, 2021		December 31, 2020
Weighted-average remaining lease term (years)	7.54		5.83
Weighted average discount rate	1.99	%	2.26	%

Maturities of lease liabilities were as follows:


Maturity of Lease Liabilities at September 30, 2021	Operating Leases
In millions
Remainder of 2021	$	29
2022	103
2023	81
2024	64
2025	43
2026 and thereafter	150
Total lease payments	$	470
Less: Interest	40
Present value of lease liabilities	$	430

In connection with the N&B 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 interim Condensed Consolidated Balance Sheet or interim Consolidated Statement of Operations.

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NOTE 17 - 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 142 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 expired on June 1, 2021. At the expiry of the 2019 Share Buyback Program, the Company had repurchased and retired a total of 29.9 million shares at a cost of $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"). During the third quarter, the Company repurchased and retired 6.6 million shares for $500 million under this program. As of September 30, 2021, the Company had repurchased and retired a total of 8.1 million shares for $625 million under the 2021 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 nine months ended September 30, 2021 and 2020:


Accumulated Other Comprehensive Loss	Cumulative Translation Adj		Pension and OPEB		Derivative Instruments		Total
In millions
2020
Balance at January 1, 2020	$	(1,070)	$	(345)	$	(1)	$	(1,416)
Other comprehensive income (loss) before reclassifications	548		(9)		—		539
Amounts reclassified from accumulated other comprehensive loss	—		18		—		18
Net other comprehensive income	$	548	$	9	$	—	$	557
Balance at September 30, 2020	$	(522)	$	(336)	$	(1)	$	(859)
2021
Balance at January 1, 2021	$	470	$	(425)	$	(1)	$	44
Other comprehensive (loss) income before reclassifications	(545)		20		38		(487)
Amounts reclassified from accumulated other comprehensive loss	—		3		—		3
Split-off of N&B reclassification adjustment	184		73		1		258
Net other comprehensive (loss) income	$	(361)	$	96	$	39	$	(226)
Balance at September 30, 2021	$	109	$	(329)	$	38	$	(182)

The tax effects on the net activity related to each component of other comprehensive income (loss) were not significant for the three and nine months ended September 30, 2021 and 2020.

A summary of the reclassifications out of AOCL for the three and nine months ended September 30, 2021 and 2020 is provided as follows:


Reclassifications Out of Accumulated Other Comprehensive Loss	Three Months Ended September 30,				Nine Months Ended September 30,				Income Classification
In millions	2021		2020		2021		2020



Cumulative translation adjustments	$	—	$	—	$	184	$	—	See (1) below
Pension and other post-employment benefit plans	$	2	$	7	$	110	$	15	See (1) below
Tax (benefit) expense	(5)		2		(34)		3		See (1) below
After tax	$	(3)	$	9	$	76	$	18
Derivative instruments	$	—	$	—	$	1	$	—	See (1) below
Total reclassifications for the period, after tax	$	(3)	$	9	$	261	$	18

1. The activity for the nine months ended September 30, 2021 is classified almost entirely within "Income (loss) from discontinued operations, net of tax" as part of the N&B Transaction, with a portion classified within and "Sundry income (expense) - net" as part of continuing operations. The activity for the three months ended September 30, 2021 and the three and nine months ended September 30, 2020 is classified within the "Sundry income (expense) - net" and "Provision for income taxes on continuing operations" lines.

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NOTE 18 - 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 and nine months ended September 30, 2021 and 2020:


Noncontrolling Interests	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Balance at beginning of period	$	587	$	572	$	566	$	569
Net income attributable to noncontrolling interests	13		7		26		20
Contributions from noncontrolling interests	17		14		84		19
Distributions to noncontrolling interests	(10)		(38)		(34)		(48)
Cumulative translation adjustments	(1)		4		(9)		(1)
Split-off of N&B	—		—		(27)		—
Balance at end of period	$	606	$	559	$	606	$	559

NOTE 19 - 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 Recast 2020 Annual Report.

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.

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 Plans	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Defined Benefit Pension Plans:
Service cost 1	$	13	$	20	$	42	$	55
Interest cost 2	11		14		32		42
Expected return on plan assets 3	(26)		(28)		(80)		(82)
Amortization of prior service credit 4	(2)		(1)		(4)		(4)
Amortization of net loss 5	3		3		9		11
Curtailment/settlement 6	(1)		6		2		8
Net periodic benefit cost - total	$	(2)	$	14	$	1	$	30
Less: Net periodic benefit cost - discontinued operations	—		4		1		11
Net periodic benefit cost - continuing operations	$	(2)	$	10	$	—	$	19

1. The service cost from continuing operations was $13 million and $40 million for the three and nine months ended September 30, 2021, respectively, compared with $15 million and $43 million for the three and nine months ended September 30, 2020, respectively.

2. The interest cost from continuing operations was $11 million and $32 million for the three and nine months ended September 30, 2021, respectively, compared with $14 million and $39 million for the three and nine months ended September 30, 2020, respectively.

3. The expected return on plan assets from continuing operations was $26 million and $79 million for the three and nine months ended September 30, 2021, respectively, compared with $26 million and $75 million for the three and nine months ended September 30, 2020, respectively.

4. The amortization of prior service credit from continuing operations was a gain of $2 million and $4 million for the three and nine months ended September 30, 2021, respectively, compared with a gain of $1 million and $4 million for the three and nine months ended September 30, 2020, respectively.

5. The amortization of unrecognized net loss from continuing operations was $3 million and $9 million for the three and nine months ended September 30, 2021, respectively, compared with a net loss of $2 million and $8 million for the three and nine months ended September 30, 2020, respectively.

6. The curtailment and settlement from continuing operations was a credit of $1 million and a cost of $2 million for the three and nine months ended September 30, 2021, respectively, compared with costs of $6 million and $8 million for both the three and nine months ended September 30, 2020, respectively.

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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 $46 million by year-end 2021.

NOTE 20 - 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's Recast 2020 Annual Report.

In the second quarter of 2020, the stockholders of DuPont approved the 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 a combination of the foregoing. Under the 2020 Plan, a maximum of 18 million shares of common stock are available for award as of September 30, 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 1 million shares of common stock are available for award as of September 30, 2021.

DuPont recognized share-based compensation expense in continuing operations of $17 million and $21 million for the three months ended September 30, 2021 and 2020, respectively, and $55 million and $81 million for the nine months ended September 30, 2021 and 2020, respectively. The income tax benefits related to stock-based compensation arrangements were $3 million and $4 million for the three months ended September 30, 2021 and 2020, respectively, and $11 million and $16 million for the nine months ended September 30, 2021 and 2020, respectively.

In the first quarter of 2021, the Company granted 0.6 million RSUs, 0.6 million stock options and 0.4 million PSUs. The weighted-average fair values per share associated with the grants were $72.88 per RSU, $16.92 per stock option and $78.23 per PSU. The stock options had a weighted-average exercise price per share of $72.98. There was minimal activity in the second quarter of 2021. In the third quarter of 2021, the Company granted 0.3 million RSUs with a weighted-average fair value per share of $71.42 per RSU. There was minimal stock option and PSU activity.

Effect of the N&B Transaction on Equity Awards

At the time of the N&B Transaction, 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.

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NOTE 21 - FINANCIAL INSTRUMENTS

The following table summarizes the fair value of financial instruments at September 30, 2021 and December 31, 2020:


Fair Value of Financial Instruments	September 30, 2021								December 31, 2020
In millions	Cost		Gain		Loss		Fair Value		Cost		Gain		Loss		Fair Value
Cash equivalents	$	469	$	—	$	—	$	469	$	1,105	$	—	$	—	$	1,105
Restricted cash equivalents 1	$	68	$	—	$	—	$	68	$	6,223	$	—	$	—	$	6,223


Total cash equivalents and restricted cash equivalents	$	537	$	—	$	—	$	537	$	7,328	$	—	$	—	$	7,328
Long-term debt including debt due within one year	$	(10,630)	$	—	$	(2,201)	$	(12,831)	$	(15,612)	$	—	$	(2,725)	$	(18,337)
Derivatives relating to:
Net investment hedge 2	—		51		—		51		—		—		—		—
Foreign currency 3,4	—		—		(14)		(14)		—		4		(13)		(9)
Total derivatives	$	—	$	51	$	(14)	$	37	$	—	$	4	$	(13)	$	(9)

1.At September 30, 2021 there was $18 million of restricted cash classified as "Other current assets" and $50 million classified as "Restricted cash and cash equivalents" in the interim Condensed Consolidated Balance Sheets. At December 31, 2020 there was $25 million of restricted cash classified as "Other current assets" and $6.2 billion classified as "Restricted cash and cash equivalents" in the interim Condensed Consolidated Balance Sheet.

2.Classified as "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheets.

3.Classified as "Other current assets" and "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.

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 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.

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 Amounts	September 30, 2021		December 31, 2020
In millions
Derivatives designated as hedging instruments:
Net investment hedge	$	1,000	$	—
Derivatives not designated as hedging instruments:
Foreign currency contracts 1	$	(1,280)	$	(304)

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 $11 million for the three months ended September 30, 2021 and a loss of $38 million for the nine months ended September 30, 2021. There was a $3 million loss for the three months ended September 30, 2020 and a $1 million gain for the nine months ended September 30, 2020. The income statement effects of other derivatives were immaterial.

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NOTE 22 - 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 September 30, 2021	Significant Other Observable Inputs (Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1	$	537

Derivatives relating to: 2
Net investment hedge	51
Foreign currency contracts 3	7
Total assets at fair value	$	595
Liabilities at fair value:
Long-term debt including debt due within one year 4	$	12,831
Derivatives relating to: 2
Net investment hedge	—
Foreign currency contracts 3	21
Total liabilities at fair value	$	12,852

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 21 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 interim Condensed Consolidated Balance Sheets. The offsetting counterparty and cash collateral netting amounts for foreign currency contracts were $7 million for both assets and liabilities as of September 30, 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.


Basis of Fair Value Measurements on a Recurring Basis at December 31, 2020	Significant Other Observable Inputs (Level 2)
In millions
Assets at fair value:
Cash equivalents and restricted cash equivalents 1	$	7,328

Derivatives relating to: 2
Foreign currency contracts 3	13
Total assets at fair value	$	7,341
Liabilities at fair value:
Long-term debt including debt due within one year 4	$	18,337
Derivatives relating to: 2
Foreign currency contracts 3	22
Total liabilities at fair value	$	18,359

2. See Note 21 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 interim Condensed Consolidated Balance Sheets. The offsetting counterparty and cash collateral netting amounts were $9 million for both assets and liabilities as of December 31, 2020.

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

During the third quarter of 2020, the Company recorded impairment charges related to indefinite-lived intangible assets and long-lived assets within Corporate and the Mobility & Materials segment. These impairment analyses were performed using Level 3 inputs within the fair value hierarchy. See Notes 3 and 5 for further discussion.

During the second quarter of 2020, the Company recorded impairment charges related to indefinite-lived assets within the Mobility & Materials segment. See Note 5 for further discussion of these fair value measurements.

During the first quarter of 2020, the Company recorded impairment charges related to long-lived assets within Corporate. See Note 5 for further discussion of this fair value measurement.

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NOTE 23 - SEGMENTS AND GEOGRAPHIC REGIONS

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, 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 Information	Elect. & Industrial		Water & Protection		Mobility & Materials		Corporate 1		Total
In millions	Elect. & Industrial		Water & Protection		Mobility & Materials		Corporate 1		Total
Three months ended September 30, 2021
Net sales	$	1,467	$	1,397	$	1,298	$	109	$	4,271
Operating EBITDA 2	$	475	$	353	$	280	$	(21)	$	1,087
Equity in earnings of nonconsolidated affiliates	$	13	$	7	$	3	$	2	$	25
Three months ended September 30, 2020
Net sales	$	1,213	$	1,249	$	996	$	171	$	3,629
Operating EBITDA 2	$	421	$	314	$	160	$	11	$	906
Equity in earnings of nonconsolidated affiliates	$	8	$	7	$	5	$	9	$	29
Nine months ended September 30, 2021
Net sales	$	4,087	$	4,137	$	3,783	$	375	$	12,382
Operating EBITDA 2	$	1,335	$	1,060	$	852	$	(50)	$	3,197
Equity in earnings of nonconsolidated affiliates	$	32	$	27	$	11	$	6	$	76
Nine months ended September 30, 2020
Net sales	$	3,439	$	3,769	$	2,877	$	503	$	10,588
Operating EBITDA 2	$	1,084	$	1,010	$	352	$	62	$	2,508
Equity in earnings of nonconsolidated affiliates	$	27	$	19	$	13	$	111	$	170

1.Corporate includes activity of to be divested and previously divested businesses.

2.A reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA is provided below.

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Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Three Months Ended September 30, 2021 and 2020		Three Months Ended September 30,
In millions		2021		2020
Income from continuing operations, net of tax		$	433	$	86
+	Provision for income taxes on continuing operations	125		122
Income from continuing operations before income taxes		$	558	$	208
+	Depreciation and amortization	370		345
-	Interest income 1	—		4
+	Interest expense	115		165
-	Non-operating pension/OPEB benefit 1	14		4
-	Foreign exchange losses, net 1	(19)		(6)
-	Significant items	(39)		(190)
Operating EBITDA		$	1,087	$	906

1.Included in "Sundry income (expense) - net."


Reconciliation of "Income (loss) from continuing operations, net of tax" to Operating EBITDA for the Nine Months Ended September 30, 2021 and 2020		Nine Months Ended September 30,
In millions		2021		2020
Income (Loss) from continuing operations, net of tax		$	1,538	$	(2,853)
+	Provision for income taxes on continuing operations	308		224
Income (Loss) from continuing operations before income taxes		$	1,846	$	(2,629)
+	Depreciation and amortization	1,031		1,039
-	Interest income 1	4		8
+	Interest expense	390		517
-	Non-operating pension/OPEB benefit 1	39		23
-	Foreign exchange losses, net 1	(36)		(27)
-	Significant items	63		(3,585)
Operating EBITDA		$	3,197	$	2,508

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 September 30, 2021	Elect. & Industrial		Water & Protection		Mobility & Materials		Corporate		Total
In millions
Acquisition, integration and separation costs 1	$	—	$	—	$	—	$	(29)	$	(29)
Restructuring and asset related charges - net 2	—		—		(1)		—		(1)
Merger-related inventory step-up amortization 3	(12)		—		—		—		(12)
Gain on divestiture 4	—		—		—		3		3
Total	$	(12)	$	—	$	(1)	$	(26)	$	(39)

1. Acquisition, integration and separation costs related to strategic initiatives including the acquisition of Laird PM, the planned divestiture of the Held for Sale Disposal Group and the divestiture of the Solamet® business unit.

2. Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.

3. Includes the amortization of the fair value step-up in Laird PM's inventories as a result of the acquisition.

4. Reflected in "Sundry income (expense) - net."


Significant Items by Segment for the Three Months Ended September 30, 2020	Elect. & Industrial		Water & Protection		Mobility & Materials		Corporate		Total
In millions
Acquisition, integration and separation costs 1	$	—	$	—	$	—	$	(22)	$	(22)
Restructuring and asset related charges - net 2	(1)		(2)		—		(5)		(8)
Goodwill impairment charges 3	—		—		—		(183)		(183)
Asset impairment charges 4	—		—		(318)		(52)		(370)
Gain on divestiture 5	—		—		—		393		393
Total	$	(1)	$	(2)	$	(318)	$	131	$	(190)

1. Acquisition, 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 5 for additional information.

3. See Note 13 for additional information.

4. See Note 5 for additional information.

5. Reflected in "Sundry income (expense) - net." See Note 3 for additional information.


Significant Items by Segment for the Nine Months Ended September 30, 2021	Elect. & Industrial		Water & Protection		Mobility & Materials		Corporate		Total
In millions
Acquisition, integration and separation costs 1	$	—	$	—	$	—	$	(58)	$	(58)
Restructuring and asset related charges - net 2	(2)		—		(7)		(4)		(13)
Merger-related inventory step-up amortization 3	(12)		—		—		—		(12)
Gain on divestiture 4	2		—		—		144		146
Total	$	(12)	$	—	$	(7)	$	82	$	63

1. Acquisition, integration and separation cost related to strategic initiatives including the acquisition of Laird PM, the planned divestiture of the Held for Sale Disposal Group and the divestiture of the Solamet® business unit.

2. Includes Board approved restructuring plans and asset related charges. See Note 5 for additional information.

3. Includes the amortization of the fair value step-up in Laird PM's inventories as a result of the acquisition.

4. Reflected in "Sundry income (expense) - net." See Note 3 for additional information.


Significant Items by Segment for the Nine Months Ended September 30, 2020	Elect. & Industrial		Water & Protection		Mobility & Materials		Corporate		Total
In millions
Acquisition, integration and separation costs 1	$	—	$	—	$	—	$	(161)	$	(161)
Restructuring and asset related charges - net 2	(2)		(15)		(15)		(107)		(139)
Goodwill impairment charges 3	(834)		—		(1,664)		(716)		(3,214)
Asset impairment charges 4	—		—		(339)		(322)		(661)
Gain on divestiture 5	197		—		—		393		590
Total	$	(639)	$	(15)	$	(2,018)	$	(913)	$	(3,585)

1. Acquisition, 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 5 for additional information.

3. See Note 13 for additional information.

4. See Note 5 for additional information.

5. Reflected in "Sundry income (expense) - net." See Note 3 for additional information.

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NOTE 24 - SUBSEQUENT EVENTS

Intended Rogers Corporation Acquisition

On November 2, 2021, the Company 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 in the second quarter of 2022 and, when complete, is expected to broaden the Company’s presence in the electronic materials market. Rogers is complementary and aligned strategically with the Company’s existing Electronics & Industrial business. The completion of the acquisition is subject to approval by Rogers shareholders, regulatory approvals and other customary closing conditions.

DuPont 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. The Company intends to replace the Bridge Letter with other sources of financing prior to the closing of the Intended Rogers Acquisition.

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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 Developments

•Result of Operations

•Segment Results

•Changes in Financial Condition

Overview

As of September 30, 2021, the Company has $4.3 billion of working capital and approximately $1.7 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations. 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.

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”) 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”). 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 used a portion of the proceeds to retire its $3 billion term loan facilities on February 1, 2021 and used the proceeds to fund the redemption, in accordance with their terms, of the $2 billion May 2020 Notes issuance.

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 discussion below and within “Liquidity and Capital Resources” for more information.

DWDP Merger and DWDP Distributions

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”).

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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."

N&B Transaction

2021 Segment Realignment

RECENT DEVELOPMENTS

Intended Rogers Acquisition

On November 2, 2021, the Company 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 in the second quarter of 2022 and, when complete, is expected to broaden the Company’s presence in the electronic materials market. Rogers is highly complementary and aligned strategically with the Company’s existing Electronics & Industrial segment. The completion of the acquisition is subject to approval by Rogers shareholders, regulatory approvals and other customary closing conditions.

Mobility & Materials Segment Intended Divestiture

On November 2, 2021 the Company announced that it has initiated a divestiture process related to a substantial portion of the Mobility & Materials segment, which predominantly includes the Engineering Polymers and Performance Resins lines of business (the “In-Scope M&M Businesses”). The outcome of which, including the entry into definitive agreements, is subject to approval of the DuPont Board of Directors. The scope of the intended divestiture excludes certain product lines including Auto Adhesives and MultibaseTM. The divestiture of the In-Scope M&M Businesses may include a full or partial separation of the businesses from the Company. The Mobility & Materials segment will remain in its current management and reporting structure while these strategic alternatives are considered.

Laird Performance Materials

On July 1, 2021, DuPont completed the acquisition of Laird PM from Advent International (“Laird PM Acquisition”) for cash consideration of $2,404 million, which reflects adjustments, primarily for acquired cash and net working capital. See Note 2 to the interim Consolidated Financial Statements for additional information.

Dividends

On June 17, 2021, the Board of Directors declared a third quarter dividend of $0.30 per share, paid on September 15, 2021, to shareholders of record on July 30, 2021.

On October 14, 2021, the Company announced that its Board of Directors declared a fourth quarter dividend of $0.30 per share payable on December 15, 2021, to shareholders of record on November 30, 2021.

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RESULTS OF OPERATIONS


Summary of Sales Results	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Net sales	$	4,271	$	3,629	$	12,382	$	10,588

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


Sales Variances by Segment and Geographic Region
Percentage change from prior year	Three Months Ended September 30, 2021										Nine Months Ended September 30, 2021
	Local Price & Product Mix		Currency		Volume		Portfolio & Other		Total		Local Price & Product Mix		Currency		Volume		Portfolio & Other		Total
Electronics & Industrial	—	%	1	%	9	%	11	%	21	%	—	%	2	%	13	%	4	%	19	%
Water & Protection	2		1		9		—		12		1		2		7		—		10
Mobility & Materials	16		2		12		—		30		9		3		19		—		31
Corporate	3		1		9		(49)		(36)		3		2		2		(32)		(25)
Total	6	%	1	%	10	%	1	%	18	%	3	%	2	%	12	%	—	%	17	%
U.S. & Canada	5	%	—	%	8	%	—	%	13	%	2	%	—	%	8	%	(3)	%	7	%
EMEA 1	5		2		18		3		28		—		6		14		1		21
Asia Pacific	6		2		8		1		17		4		2		14		1		21
Latin America	3		2		6		2		13		3		(1)		16		1		19
Total	6	%	1	%	10	%	1	%	18	%	3	%	2	%	12	%	—	%	17	%

1.Europe, Middle East and Africa.

The Company reported net sales for the three months ended September 30, 2021 of $4.3 billion, up 18 percent from $3.6 billion for the three months ended September 30, 2020, due to a 10 percent increase in volume, a 6 percent increase in local price and product mix, a 1 percent favorable currency impact and a 1 percent increase in portfolio actions. Volume increased across all operating segments, Mobility & Materials (up 12 percent), Electronics & Industrial (up 9 percent), and Water & Protection (up 9 percent). Volume increased across all regions. Local price was up 6 percent compared with the same period last year driven by Mobility & Materials (up 16 percent). Currency was up 1 percent compared with the same period last year, driven primarily by EMEA (up 2 percent), Latin America (up 2 percent) and Asia Pacific currencies (up 2 percent). Portfolio and other changes contributed a 1 percent growth as the addition of Laird PM in Electronics & Industrial (up 11 percent) offset the decline within Corporate (down 49 percent) due to the sale of businesses previously held in non-core.

Net sales for the nine months ended September 30, 2021 were $12.4 billion, up 17 percent from $10.6 billion for the nine months ended September 30, 2020, due to a 12 percent increase in volume, a 3 percent increase in local price and product mix, a 2 percent favorable currency impact, and portfolio remained flat. Volume increased across all operating segments, the most notable volume increases were in Mobility & Materials (up 19 percent), Electronics & Industrial (up 13 percent) and Water & Protection (up 7 percent). Volume grew across all geographic regions. Local price and product mix was up 3 percent with the same period last year. Local price increased across all regions except EMEA (flat). Currency was up 2 percent compared with the same period last year, driven primarily by EMEA (up 6 percent) and Asia Pacific currencies (up 2 percent). Portfolio and other was flat as the addition of Laird PM in Electronics & Industrial (up 4 percent) offset the decline within Corporate (down 32 percent) due to the sale of businesses previously held in non-core.

Cost of Sales

Cost of sales was $2.8 billion for the three months ended September 30, 2021, up from $2.4 billion for the three months ended September 30, 2020. Cost of sales increased for the three months ended September 30, 2021 primarily due to increased sales volume, higher raw materials costs and higher logistics costs primarily related to freight. The increase was partially offset by the absence of approximately $60 million of charges in the prior year associated with temporarily idling several manufacturing plants to align supply with demand due to COVID-19.

Cost of sales as a percentage of net sales for the three months ended September 30, 2021 was 65 percent compared with 67 percent for the three months ended September 30, 2020.

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For the nine months ended September 30, 2021, cost of sales was $7.9 billion, up from $7.0 billion for the nine months ended September 30, 2020. Cost of sales increased for the nine months ended September 30, 2021 primarily due to increased sales volume, currency impacts, and higher raw materials and logistics costs partially offset by approximately $210 million of charges in the prior year associated with temporarily idling several manufacturing plants to align supply with demand due to COVID-19.

Cost of sales as a percentage of net sales for the nine months ended September 30, 2021 was 64 percent compared with 66 percent for the nine months ended September 30, 2020.

Research and Development Expenses ("R&D")

R&D expenses totaled $152 million in the third quarter of 2021, up from $140 million in the third quarter of 2020. R&D as a percentage of net sales was 4 percent for the three months ended September 30, 2021 and 2020. The increase for the three months ended September 30, 2021 as compared with the same period of the prior year was primarily due to incremental costs from the Laird PM Acquisition and higher personnel related expenses.

For the first nine months of 2021, R&D expenses totaled $456 million, down from $466 million in the first nine months of 2020. R&D as a percentage of net sales was 4 percent for the nine months ended September 30, 2021 and 2020. The decrease for the nine months ended September 30, 2021 as compared with the same period of the prior year was primarily due to productivity actions.

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

SG&A expenses were $475 million in the third quarter of 2021, up from $403 million in the third quarter of 2020. SG&A as a percentage of net sales was 11 percent for the three months ended September 30, 2021 and 2020. The increase for the three months ended September 30, 2021 as compared with the same period of the prior year was primarily due to incremental costs from the Laird PM Acquisition, currency fluctuations and higher personnel related expenses.

For the first nine months of 2021, SG&A expenses totaled $1,390 million, up from $1,299 million in the first nine months of 2020. SG&A as a percentage of net sales was 11 percent and 12 percent for the nine months ended September 30, 2021 and 2020, respectively. The increase for the nine months ended September 30, 2021 as compared with the same period of the prior year was primarily due to incremental costs from higher personnel related expenses, currency fluctuations, and the Laird PM Acquisition.

Amortization of Intangibles

Amortization of intangibles was $196 million in the third quarter of 2021, up from $172 million in the third quarter of 2020. The increase for the three months ended September 30, 2021 as compared with the same period of the prior year was primarily due to the amortization of the intangible assets acquired in the Laird PM Acquisition.

In the first nine months of 2021, amortization of intangibles was $530 million, up from $527 million in the same period of the prior year. The slight increase in the amortization of intangibles for the nine months ended September 30, 2021 compared with the same period of the prior year is primarily due to the amortization of the intangible assets acquired in the Laird PM Acquisition, partially offset by lower amortization due to the sale of the trichlorosilane business ("TCS Business") in the third quarter of 2020, as well as the classification of the Biomaterials and Clean Technologies business units as held for sale in the third quarter of 2020. See Note 13 to the Consolidated Financial Statements for additional information on intangible assets.

Restructuring and Asset Related Charges - Net

Restructuring and asset related charges - net were $1 million in the third quarter of 2021, down from $378 million in the third quarter of 2020. The activity in the third quarter of 2021 is related to the 2020 Restructuring Program. The activity in the third quarter of 2020 included asset impairment charges of $318 million related to long-lived assets in the Mobility & Materials segment, $52 million related to indefinite-lived intangible assets in Corporate, and a $8 million charge related to the 2020 Restructuring Program.

In the first nine months of 2021, restructuring and asset related charges - net were $13 million, down from $800 million in the same period last year. The activity for the nine months of 2021 is related to the 2020 Restructuring Program. The charges in the same period of 2020 included the asset impairment charges described above, asset impairment charges in Corporate of $270 million related to long-lived assets, a $21 million impairment charge related to indefinite-lived intangible assets in the Mobility & Materials segment, a $127 million charge related to the 2020 Restructuring Program, a $5 million charge related to the 2019 Restructuring Program and a $7 million charge related to the DowDuPont Cost Synergy Program.

See Note 5 to the interim Consolidated Financial Statements for additional information.

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Goodwill Impairment Charges

There were no goodwill related impairments for the three and nine months ended September 30, 2021. For the three months ended September 30, 2020, the goodwill impairment charges were $183 million related to a business reported in Corporate. For the nine months ended September 30, 2020, the goodwill impairment charges were $3,214 million related to a business reported in Corporate and the Mobility & Materials and Industrial Solutions reporting units. See Note 13 to the interim Consolidated Financial Statements for additional information.

Acquisition, Integration and Separation Costs

Acquisition, integration and separation costs, primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees. For the three and nine months ended September 30, 2021, these costs were primarily associated with the execution of activities related to strategic initiatives including the acquisition of Laird PM, the planned divestiture of the Held for Sale Disposal Group and the completed divestiture of the Solamet® business unit. For the three and nine months ended September 30, 2020, these costs were primarily associated with the execution of activities related to the post-DWDP Merger integration and the DWDP Distributions. These costs were $29 million in the third quarter of 2021, up from $22 million in the third quarter of 2020. The increase is related to the execution of these strategic initiatives in 2021. In the first nine months of 2021, acquisition, integration and separation costs were $58 million, down from $161 million in the same period last year. The decline was primarily related to the timing of the post-DWDP Merger integration activities and the DWDP Distributions.

Equity in Earnings of Nonconsolidated Affiliates

The Company's share of the earnings of nonconsolidated affiliates was $25 million in the third quarter of 2021, down from $29 million in the third quarter of 2020. In the first nine months of 2021, the Company's share of the earnings of nonconsolidated affiliates was $76 million, down from $170 million in the first nine months of 2020. The decrease for the three and nine months ended September 30, 2021 and 2020 is primarily due to the sale of DC HSC Holdings LLC and Hemlock Semiconductor L.L.C. (the "HSC Group") in the third quarter of 2020.

Sundry Income (Expense) - Net

Sundry income (expense) - net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments and assets, non-operating pension and other post-employment benefit plan credits or costs, and certain litigation matters. Sundry income (expense) - net in the third quarter of 2021 was income of $8 million compared with income of $430 million in the third quarter of 2020. The third quarter of 2021 included benefits related to non-operating pension and other post-employment benefit credits of $14 million and adjustments to previous gains on divestiture and sales of other assets of $8 million, partially offset by foreign currency exchange losses of $19 million. The third quarter of 2020 included a net pre-tax benefit of $393 million related to the sale of the disposal group consisting of the TCS Business and the HSC Group ("TCS/HSC Disposal") which includes the settlement of a supply agreement dispute.

In the first nine months of 2021, sundry income (expense) - net was income of $170 million compared with income of $631 million. The first nine months of 2021 included benefits related to the sale of assets within Corporate and the Electronics & Industrial segment of $140 million and $28 million, respectively, and income related to non-operating pension and other post-employment benefit credits of $39 million, partially offset by miscellaneous expenses of $12 million and foreign currency exchange losses of $36 million. The first nine months of 2020 included a net benefit of $393 million related to the TCS/HSC Disposal, benefits related to the sale of the Compound Semiconductor Solutions business unit of $197 million, income related to non-operating pension and other post-employment benefit credits of $23 million and miscellaneous income of $16 million, partially offset by foreign currency exchange losses of $27 million.

Interest Expense

Interest expense was $115 million and $165 million for the three months ended September 30, 2021 and 2020, respectively. Interest expense was $390 million and $517 million for the nine months ended September 30, 2021 and 2020, respectively.

The decrease for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 primarily relates to the maturity of the November 2020 Notes which were repaid in November 2020, the redemption of the May 2020 Notes in May 2021, and the early repayment of the $3.0 billion Term Loan Facilities in February 2021.

The decrease for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 primarily relates to the maturity of the November 2020 Notes, the early repayment of the $3.0 billion Term Loan Facilities in February 2021, and absence of commercial paper borrowings. Refer to Note 14 to the interim Consolidated Financial Statements for additional information.

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Provision for Income Taxes on Continuing Operations

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attribute. The effective tax rate on continuing operations for the third quarter of 2021 was 22.4 percent, compared with an effective tax rate of 58.7 percent for the third quarter of 2020. The effective tax rate for the third quarter of 2020 was principally the result of a non-tax-deductible goodwill impairment charge and a non-tax-deductible goodwill allocation in connection with the TCS/HSC Disposal impacting Corporate.

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SEGMENT RESULTS

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 23 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 & Industrial	Three Months Ended				Nine Months Ended
In millions	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Net sales	$	1,467	$	1,213	$	4,087	$	3,439
Operating EBITDA	$	475	$	421	$	1,335	$	1,084
Equity earnings	$	13	$	8	$	32	$	27


Electronics & Industrial	Three Months Ended		Nine Months Ended
Percentage change from prior year	September 30, 2021		September 30, 2021
Change in Net Sales from Prior Period due to:
Local price & product mix	—	%	—	%
Currency	1		2
Volume	9		13
Portfolio & other	11		4
Total	21	%	19	%

Electronics & Industrial net sales were $1,467 million for the three months ended September 30, 2021, up 21 percent from $1,213 million for the three months ended September 30, 2020. Net sales increased due to a 11 percent portfolio increase, a 9 percent increase in volume and a 1 percent favorable currency impact. Local price and product mix were flat. The portfolio impact reflects the July 1, 2021 acquisition of Laird PM. Volume growth was led by Industrial Solutions reflecting broad-based demand most notably in consumer electronics, healthcare and industrial markets. Continued strength in Semiconductor Technologies was driven by ongoing digital transformation accelerated by on-going transition to more advanced technologies and growth in high performance computing and 5G communications. Within Interconnect Solutions, volume declined due to a shift in demand for material content in next-generation smartphones to the first half of the year and supply chain constraints within the automotive market. The global semiconductor chip shortage is expected to continue in the fourth quarter.

Operating EBITDA was $475 million for the three months ended September 30, 2021, up 13 percent compared with $421 million for the three months ended September 30, 2020. Operating EBITDA increased due to the acquisition of Laird PM and strong volume growth, partially offset by higher raw materials and logistics costs and the absence of income in 2020 related to a previous asset sale.

Electronics & Industrial net sales were $4,087 million for the nine months ended September 30, 2021, up 19 percent from $3,439 million for the nine months ended September 30, 2020. Net sales increased due to a 13 percent increase in volume, a 4 percent increase due to portfolio actions, and a 2 percent favorable currency impact. Local price and product mix were flat. Volume growth was driven by Industrial Solutions due to increased demand most notably in the consumer electronics and the healthcare markets. Continued volume growth in Semiconductor Technologies was led by new technology ramps at advanced nodes within logic and foundry and growth in high performance computing and 5G communications. Within Interconnect Solutions, volume growth was driven by broad based electronics demand and recovery in industrial applications. The portfolio impact reflects the July 1, 2021 acquisition of Laird PM within Interconnect Solutions.

Operating EBITDA was $1,335 million for the nine months ended September 30, 2021, up 23 percent compared with $1,084 million for the nine months ended September 30, 2020 driven by strong volume growth and the acquisition of Laird PM. The nine months ended September 30, 2021 and 2020 include income of $28 million and $30 million, respectively, related to the sale of assets.

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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 & Protection	Three Months Ended				Nine Months Ended
In millions	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Net sales	$	1,397	$	1,249	$	4,137	$	3,769
Operating EBITDA	$	353	$	314	$	1,060	$	1,010
Equity earnings	$	7	$	7	$	27	$	19


Water & Protection	Three Months Ended		Nine Months Ended
Percentage change from prior year	September 30, 2021		September 30, 2021
Change in Net Sales from Prior Period due to:
Local price & product mix	2	%	1	%
Currency	1		2
Volume	9		7
Portfolio & other	—		—
Total	12	%	10	%

Water & Protection net sales were $1,397 million for the three months ended September 30, 2021, up 12 percent from $1,249 million for the three months ended September 30, 2020. Net sales increased due to a 9 percent increase in volume, a 2 percent increase in local price, and a 1 percent favorable currency impact. Portfolio remained flat. Strong volume gains were led by Safety Solutions as continued recovery in industrial end-markets resulted in significant improvement in aramid fibers. Shelter Solution saw strong demand in residential construction, do-it-yourself applications and continued recovery in commercial construction. Volume growth in Water Solutions was driven by ion exchange resins.

Operating EBITDA was $353 million for the three months ended September 30, 2021, up 12 percent compared with $314 million for the three months ended September 30, 2020 as volume gains and the absence of costs associated with temporarily idling several manufacturing facilities during the COVID-19 pandemic were partially offset by higher raw material and logistics costs.

Water & Protection net sales were $4,137 million for the nine months ended September 30, 2021, up 10 percent from $3,769 million for the nine months ended September 30, 2020 driven by a 7 percent increase in volume, a 2 percent favorable currency impact, and a 1 percent increase in local price. Portfolio was flat. Volume growth across the segment was driven by recovery of end markets following the COVID-19 pandemic. Volume gains were led by Safety Solutions due to the continued recovery in end-markets for aramid fibers. Within Shelter Solutions, volume growth was driven by the ongoing recovery of non-residential markets and continued demand in residential construction and do-it-yourself applications.

Operating EBITDA was $1,060 million for the nine months ended September 30, 2021, up 5 percent compared with $1,010 million for the nine months ended September 30, 2020 as volume gains and the absence of costs associated with temporarily idling several manufacturing facilities were partially offset by higher raw material and logistics 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 & Materials	Three Months Ended				Nine Months Ended
In millions	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Net sales	$	1,298	$	996	$	3,783	$	2,877
Operating EBITDA	$	280	$	160	$	852	$	352
Equity earnings	$	3	$	5	$	11	$	13


Mobility & Materials	Three Months Ended		Nine Months Ended
Percentage change from prior year	September 30, 2021		September 30, 2021
Change in Net Sales from Prior Period due to:
Local price & product mix	16	%	9	%
Currency	2		3
Volume	12		19
Portfolio & other	—		—
Total	30	%	31	%

Mobility & Materials net sales were $1,298 million for the three months ended September 30, 2021, up 30 percent from $996 million for the three months ended September 30, 2020. Net sales increased due to a 16 percent increase in local price, a 12 percent increase in volume, and a 2 percent favorable currency impact. The local price increase reflects actions taken to offset higher raw material costs and higher metals pricing. Volume growth across the segment was driven by the continued recovery of key industrial end markets following the COVID-19 pandemic, most notably the recovery of the global automotive market. The global semiconductor chip shortage is expected to continue in the fourth quarter.

Operating EBITDA was $280 million for the three months ended September 30, 2021, compared with $160 million for the nine months ended September 30, 2020. The increase was driven by higher volumes, pricing gains, and the absence of charges recorded in the prior year associated with temporarily idling several manufacturing facilities during the COVID-19 pandemic.

Mobility & Materials net sales were $3,783 million for the nine months ended September 30, 2021, up 31 percent from $2,877 million for the nine months ended September 30, 2020. Net sales increased due to a 19 percent increase in volume, a 9 percent increase in local price and a 3 percent favorable currency impact. Volume growth was attributable to the continued recovery of key end markets, primarily the global automotive market. The local price increase reflects actions taken to offset higher raw material costs and higher metals pricing.

Operating EBITDA was $852 million for the nine months ended September 30, 2021, compared with $352 million for the nine months ended September 30, 2020 driven by higher volumes, pricing gains, and the absence of $160 million of charges recorded in the prior year associated with temporarily idling several manufacturing facilities, as referenced above.

Corporate

Corporate 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 sales and activity of to be divested and previously divested businesses including the operations of Biomaterials, Clean Technologies, and Solamet® business units, and the TCS Business along with its equity ownership interest in DC HSC Holdings LLC and Hemlock Semiconductor L.L.C. (the "HSC Group”) historically included in the Non-Core segment are reflected as Corporate activity.

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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 Current Report on Form 8-K filed on June 3, 2021, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the nine months ended September 30, 2021.

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


In millions	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	1,670	$	2,544
Total debt 1	$	10,630	$	15,612

1.Includes the current portion of long-term debt that is within the "Accrued and other current liabilities" line in the interim Condensed Consolidated Balance Sheets.

The Company's cash and cash equivalents at September 30, 2021 and December 31, 2020 were $1.7 billion and $2.5 billion, respectively, of which $1.4 billion at September 30, 2021 and $1.8 billion at December 31, 2020 were held by subsidiaries in foreign countries, including United States territories. The decrease in cash and cash equivalents held by subsidiaries in foreign countries is due to repatriation activities necessary for completing the acquisition of Laird PM. 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. The decrease in cash and cash equivalents was primarily due to the completion of the Laird PM Acquisition.

Total debt at September 30, 2021 and December 31, 2020 was $10.6 billion and $15.6 billion, respectively. The decrease was primarily due to the termination and repayment of the Company's $3 billion Term Loan Facilities in the first quarter of 2021, and the redemption of the May 2020 Notes in the second quarter of 2021, described further below, in accordance with special mandatory redemption feature.

As of September 30, 2021, the Company is contractually obligated to make future cash payments of $10,700 million and $6,183 million associated with principal and interest, respectively, on debt obligations assuming held to maturity. Related to the principal balance, the majority of it will be due subsequent to September 30, 2022. Related to interest, $503 million will be due in the next twelve months and the remainder will be due subsequent to September 30, 2022. The decrease in debt and interest obligations since December 31, 2020 is mostly due to the termination and repayment of the $3 billion Term Loan Facilities and the redemption of the May 2020 Notes.

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 used 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.

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

On April 15, 2021, the Company entered into an updated $1.0 billion 364-day revolving credit facility (the “2021 $1B Revolving Credit Facility") as the $1.0 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.

May 2020 Debt Offering

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

Laird Performance Materials

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

Intended Rogers Acquisition

On November 2, 2021, the Company announced that it had entered into a definitive agreement to acquire all the outstanding shares of Rogers for about $5.2 billion. The acquisition is expected to close in the second quarter of 2022 and, when complete, is expected to broaden the Company’s presence in the electronic materials market. Rogers is highly complementary and aligned strategically with the Company’s existing Electronics & Industrial segment. The completion of the acquisition is subject to Rogers shareholder approval, regulatory approvals and other customary closing conditions.

The Company entered into a Bridge Letter in an aggregate principal amount of $5.2 billion to secure committed financing for the Intended Rogers Acquisition. The Company intends to replace the Bridge Letter with other sources of financing prior to the closing of the Intended Rogers Acquisition.

Credit Ratings

The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to a strong financial position and strong investment-grade rating. At October 29, 2021, DuPont's credit ratings were as follows:


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

The Company's indenture covenants related to its 2018 Senior Notes contain certain limitations on the Company’s ability to incur liens and enter into sale lease-back transactions, mergers and consolidations as well as customary events of default. The Five-Year Revolving Credit Facility and the 2021 $1B Revolving Credit Facilities contain a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At September 30, 2021, 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 have not been segregated and are included in the interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020.

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Cash Flow Summary	Nine Months Ended
In millions	September 30, 2021		September 30, 2020
Cash provided by (used for):
Operating activities	$	1,660	$	2,794
Investing activities	$	(2,727)	$	35
Financing activities	$	(5,921)	$	5,830
Effect of exchange rate changes on cash, cash equivalents and restricted cash	$	(49)	$	4
Cash, cash equivalents and restricted cash reclassified as discontinued operations	$	—	$	7

Cash Flows from Operating Activities

In the first nine months of 2021, cash provided by operating activities was $1,660 million, compared with $2,794 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 for net working capital. Activity related to the N&B business is included in all nine months of the comparative period and the first month of 2021.


Net Working Capital 1	September 30, 2021		December 31, 2020
In millions (except ratio)
Current assets	$	8,497	$	8,349
Current liabilities	4,221		3,616
Net working capital	$	4,276	$	4,733
Current ratio	2.01:1		2.31:1

1.Net working capital as presented excludes the assets and liabilities related to the N&B Transaction. The assets and liabilities related to the N&B Transaction 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.

Cash Flows from Investing Activities

In the first nine months of 2021, cash used for investing activities was $2,727 million, compared an inflow of cash from investing activities of $35 million in the first nine months of 2020. The increase in cash used was primarily attributable to the acquisition of Laird PM on July 1, as well as a decrease in proceeds from sales of property and businesses (net of cash dividend), offset by lower capital expenditures. Activity related to the N&B business is included in all nine months of the comparative period and the first month of 2021.

Cash Flows from Financing Activities

In the first nine months of 2021, cash used for financing activities was $5,921 million compared with cash provided by financing activities of $5,830 million in the same period last year. The primary driver of the increase in cash used was an increase in payments on long-term debt, a decrease in proceeds from long-term debt issuances, and an increase in share purchases of common stock, partially offset by proceeds from issuances of long-term debt transferred to IFF at split-off. Activity related to the N&B business is included in all nine months of the comparative period and the first month of 2021.

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 Board of Directors declared a second quarter dividend of $0.30 per share, paid on June 15, 2021, to shareholders of record on May 28, 2021.

On June 17, 2021, the Board of Directors declared a third quarter dividend of $0.30 per share, paid on September 15, 2021, to shareholders of record on July 30, 2021.

On October 14, 2021, the Company announced that its Board declared a fourth quarter dividend of $0.30 per share payable on December 15, 2021, to shareholders of record on November 30, 2021.

Share Buyback Programs

On June 1, 2019, the Company's Board of Directors authorized a $2 billion share buyback program, which expired on June 1, 2021 ("2019 Share Buyback Program"). At the expiry of the 2019 Share Buyback Program, the Company had repurchased and retired a total cost of 29.9 million shares at a cost of $2 billion.

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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"). As of September 30, 2021, the Company has repurchased and retired a total of 8.1 million shares for $625 million under the 2021 Share Buyback Program.

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

Pension and Other Post-Employment Plans

DuPont expects to make additional contributions in the aggregate of approximately $46 million by year-end 2021 to pension and other post-employment benefit plans. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

Restructuring

In 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 $181 million inception-to-date, consisting of severance and related benefit costs of $129 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 $25 million primarily related to the payment of severance and related benefits.

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 $126 million inception-to-date, consisting of severance and related benefit costs of $99 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 $5 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 $345 million inception-to-date, consisting of severance and related benefit costs of $137 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 $8 million and relate to the payment of severance and related benefits.

See Note 5 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 September 30, 2021 and December 31, 2020, the Company had directly guaranteed $178 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 15 to the interim Consolidated Financial Statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Note 21 to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the Company's Current Report on Form 8-K filed on June 3, 2021 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 September 30, 2021, 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.

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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 15 to the interim Consolidated Financial Statements.

Litigation

See Note 15 to the interim Consolidated Financial Statements.

Environmental Proceedings

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

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

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

New Jersey Directive PFAS

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

ITEM 1A. RISK FACTORS

There have been no material changes in the Company's risk factors discussed in Part I, Item 1A, Risk Factors, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of the Company’s common stock by the Company during the three months ended September 30, 2021:


Issuer Purchases of Equity Securities				Total 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)
Period	Total number of shares purchased	Average price paid per share
July	1,600,944	$	78.08	1,600,944	$	1,250
August	4,137,091	75.29		4,137,091	939
September	858,730	73.97		858,730	875
Third Quarter 2021	6,596,765	$	75.80	6,596,765	$	875

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS


			EXHIBIT NO.						DESCRIPTION
			31.1*						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			31.2*						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			32.1*						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			32.2*						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			101.INS						XBRL 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.SCH						XBRL Taxonomy Extension Schema Document.
			101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
			101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
			101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
			101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
			104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith

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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: November 3, 2021

By:

/s/ MICHAEL G. GOSS

Name:

Michael G. Goss

Title:

Vice President and Controller

City:

Wilmington

State:

Delaware