SecProbe.io

United States securities and exchange commission logo
March 7, 2023
Michael Goss
Vice President and Controller
DuPont de Nemours, Inc.
974 Centre Road
Building 730
Wilmington, DE 19805
Re:DuPont de Nemours, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 15, 2023
Form 8-K filed February 7, 2023
File No. 001-38196
Dear Michael Goss:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed February 7, 2023
Exhibit 99.1
Non-GAAP Financial Measures, page 14
1.We note free cash flow is defined as cash provided by/used for operating activities less
capital expenditures and excluding the impact of cash inflows/outflows that are unusual in
nature and/or infrequent in occurrence.  In the prior two years comparable period press
releases, free cash flow was defined only as cash provided by/used for operating activities
less capital expenditures.  Please address the following as it relates to your measure of free
cash flow and the change in definition:

•Describe for us in further detail the change in definition that occurred, the reason for
the change in definition and the consideration you have given to providing expanded

 FirstName LastNameMichael Goss
 Comapany NameDuPont de Nemours, Inc.
 March 7, 2023 Page 2
 FirstName LastName
Michael Goss
DuPont de Nemours, Inc.
March 7, 2023
Page 2
disclosure describing this change.  Refer to Non-GAAP Financial Measures
C&DI 100.02;
•Describe for us the consideration you have given to recasting prior measures to
conform to the current presentation of excluding items that are unusual in nature
and/or infrequent in occurrence.  Refer to Non-GAAP Financial Measures C&DI
100.02;
•Describe for us why you believe your measure of free cash flow that includes
adjustments is consistent with your statement that free cash flow represents cash that
is available to the Company, after investing in its asset base, to fund obligations using
the Company's primary source of liquidity, cash provided by operating activities;
•Revise the label of free cash flow to include "adjusted" since you include adjustments
for other transaction payments.  Refer to Non-GAAP Financial Measures C&DIs
100.05 and 102.07;
•Describe for us and in your disclosure how you determine an item meets the unusual
in nature and/or infrequent in occurrence threshold.  In addition, compare the
aforementioned to the methodology of identifying significant items included as part
of Adjusted results which are items that are also "unusual [in] nature and infrequent
[in] occurrence," as it relates to cash items; and
•Provide us your analysis of how you determined the other transaction payments
are unusual in nature and/or infrequent in occurrence.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Michael Fay at 202-551-3812 or Brian Cascio, Accounting Branch
Chief, at 202-551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services