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 June 30, 2022

or

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

Commission file number: 001-38196

DUPONT DE NEMOURS, INC.

(Exact name of registrant as specified in its charter)

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 500,901,913 shares of common stock, $0.01 par value, outstanding at August 2, 2022.

DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended June 30, 2022

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		PAGE
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Balance Sheets	7
	Consolidated Statements of Cash Flows	8
	Consolidated Statements of Equity	9
	Notes to the Consolidated Financial Statements (Unaudited)	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	42
	Overview	42
	Results of Operations	44
	Segment Results	47
	Changes in Financial Condition	51
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 4.	Controls and Procedures	55
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
SIGNATURES		60

3

DuPont de Nemours, Inc.

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

FORWARD-LOOKING STATEMENTS

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

Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future results. Some of the important factors that could cause DuPont's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the M&M Divestiture to Celanese, including (x) any failure to obtain necessary regulatory approvals, anticipated tax treatment or to satisfy any of the other conditions to the proposed transaction, (y) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies could impact the value, timing or pursuit of the proposed transaction, and (z) risks and costs and pursuit and/or implementation, timing and impacts to business operations of the separation of business lines in scope for the M&M Divestiture to Celanese, (ii) the timing and outcome of the Delrin® Business Divestiture, including entry into definitive agreements, and the risks, costs and ability to realize benefits from the pursuit of the Delrin® Business Divestiture; (iii) ability to achieve anticipated tax treatments in connection with mergers, acquisitions, divestitures and other portfolio changes actions and impact of changes in relevant tax and other laws; (iv) indemnification of certain legacy liabilities; (v) risks and costs related to each of the parties respective performance under and the impact of the arrangement to share future eligible PFAS costs by and between DuPont, Corteva and Chemours; (vi) failure to timely close on anticipated terms (or at all), realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with mergers, acquisitions, divestitures and other portfolio changes including the Intended Rogers Acquisition and the M&M Divestitures; (vii) risks and uncertainties, including increased costs and the ability to obtain raw materials and meet customer needs, related to operational and supply chain impacts or disruptions, which may result from, among other events, the COVID-19 pandemic and actions in response to it, and geo-political and weather related events; (viii) ability to offset increases in cost of inputs, including raw materials, energy and logistics; (ix) risks, including ability to achieve, and costs associated with DuPont’s sustainability strategy including the actual conduct of the company’s activities and results thereof, and the development, implementation, achievement or continuation of any goal, program, policy or initiative discussed or expected; and (x) other risks to DuPont's business, operations; each as further discussed in DuPont’s most recent annual report and subsequent current and periodic reports filed with the U.S. Securities and Exchange Commission. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business or supply chain disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

4

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DuPont de Nemours, Inc.

Consolidated Statements of Operations

	Three Months Ended June 30,				Six Months Ended June 30,
In millions, except per share amounts (Unaudited)	2022		2021		2022		2021
Net sales	$	3,322	$	3,104	$	6,596	$	6,121
Cost of sales	2,149		1,959		4,259		3,820
Research and development expenses	141		133		284		272
Selling, general and administrative expenses	385		395		774		790
Amortization of intangibles	148		127		301		252
Restructuring and asset related charges - net	—		5		101		7
Acquisition, integration and separation costs	13		23		21		29
Equity in earnings of nonconsolidated affiliates	20		20		46		43
Sundry income (expense) - net	94		135		97		154
Interest expense	122		129		242		275
Income from continuing operations before income taxes	478		488		757		873
Provision for income taxes on continuing operations	113		93		160		92
Income from continuing operations, net of tax	365		395		597		781
Income from discontinued operations, net of tax	430		92		706		5,104
Net income	795		487		1,303		5,885
Net income attributable to noncontrolling interests	8		9		28		13
Net income available for DuPont common stockholders	$	787	$	478	$	1,275	$	5,872
Per common share data:
Earnings per common share from continuing operations - basic	$	0.71	$	0.74	$	1.12	$	1.37
Earnings per common share from discontinued operations - basic	0.85		0.17		1.38		8.98
Earnings per common share - basic	$	1.56	$	0.91	$	2.51	$	10.35
Earnings per common share from continuing operations - diluted	$	0.71	$	0.73	$	1.12	$	1.37
Earnings per common share from discontinued operations - diluted	0.85		0.17		1.38		8.96
Earnings per common share - diluted	$	1.55	$	0.90	$	2.50	$	10.33
Weighted-average common shares outstanding - basic	505.4		529.6		508.7		567.0
Weighted-average common shares outstanding - diluted	506.3		531.2		510.2		568.5

See Notes to the Consolidated Financial Statements.

5

DuPont de Nemours, Inc.

Consolidated Statements of Comprehensive Income

	Three Months Ended June 30,				Six Months Ended June 30,
In millions (Unaudited)	2022		2021		2022		2021
Net income	$	795	$	487	$	1,303	$	5,885
Other comprehensive (loss) income, net of tax
Cumulative translation adjustments	(693)		119		(965)		(365)
Pension and other post-employment benefit plans	(1)		(1)		(8)		11
Derivative instruments	56		18		67		18
Split-off of N&B	—		—		—		258
Total other comprehensive (loss) income	(638)		136		(906)		(78)
Comprehensive income	157		623		397		5,807
Comprehensive (loss) income attributable to noncontrolling interests, net of tax	(5)		8		8		5
Comprehensive income attributable to DuPont	$	162	$	615	$	389	$	5,802

See Notes to the Consolidated Financial Statements.

6

DuPont de Nemours, Inc.

Condensed Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	June 30, 2022		December 31, 2021
Assets
Current Assets
Cash and cash equivalents	$	1,439	$	1,972
Accounts and notes receivable - net	2,267		2,159
Inventories	2,356		2,086
Prepaid and other current assets	187		177
Assets held for sale	—		245
Assets of discontinued operations	7,757		7,664
Total current assets	14,006		14,303
Property, plant and equipment - net of accumulated depreciation (June 30, 2022 - $4,253; December 31, 2021 - $4,142)	5,564		5,753
Other Assets
Goodwill	16,610		16,981
Other intangible assets	5,805		6,222
Restricted cash and cash equivalents	53		53
Investments and noncurrent receivables	836		919
Deferred income tax assets	137		116
Deferred charges and other assets	1,429		1,360
Total other assets	24,870		25,651
Total Assets	$	44,440	$	45,707
Liabilities and Equity
Current Liabilities
Short-term borrowings	$	661	$	150
Accounts payable	2,135		2,102
Income taxes payable	352		201
Accrued and other current liabilities	1,004		1,040
Liabilities related to assets held for sale	—		25
Liabilities of discontinued operations	1,342		1,413
Total current liabilities	5,494		4,931
Long-Term Debt	10,625		10,632
Other Noncurrent Liabilities
Deferred income tax liabilities	590		1,459
Pension and other post-employment benefits - noncurrent	694		762
Other noncurrent obligations	900		873
Total other noncurrent liabilities	2,184		3,094
Total Liabilities	18,303		18,657
Commitments and contingent liabilities
Stockholders' Equity
Common stock (authorized 1,666,666,667 shares of $0.01 par value each; issued 2022: 500,896,434 shares; 2021: 511,792,785 shares)	5		5
Additional paid-in capital	49,176		49,574
Accumulated deficit	(22,808)		(23,187)
Accumulated other comprehensive (loss) income	(845)		41
Total DuPont stockholders' equity	25,528		26,433
Noncontrolling interests	609		617
Total equity	26,137		27,050
Total Liabilities and Equity	$	44,440	$	45,707

See Notes to the Consolidated Financial Statements.

7

DuPont de Nemours, Inc.

Consolidated Statements of Cash Flows

	Six Months Ended June 30,
In millions (Unaudited)	2022		2021
Operating Activities
Net income	$	1,303	$	5,885
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	623		724
Credit for deferred income tax and other tax related items	(922)		(157)
Earnings of nonconsolidated affiliates less than (in excess of) dividends received	6		(38)
Net periodic benefit (credit) cost	(3)		4
Periodic benefit plan contributions	(39)		(46)
Net gain on sales and split-offs of assets, businesses and investments	(67)		(5,118)
Restructuring and asset related charges - net	101		14
Other net loss	37		92
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable	(283)		(346)
Inventories	(537)		(337)
Accounts payable	217		232
Other assets and liabilities, net	(141)		(91)
Cash provided by operating activities	295		818
Investing Activities
Capital expenditures	(386)		(499)
Proceeds from sales of property and businesses, net of cash divested	300		172
Acquisitions of property and businesses, net of cash acquired	5		(11)
Purchases of investments	(15)		(2,001)
Proceeds from sales and maturities of investments	—		2,001
Other investing activities, net	6		9
Cash used for investing activities	(90)		(329)
Financing Activities
Changes in short-term borrowings	511		—
Proceeds from issuance of long-term debt transferred to IFF at split-off	—		1,250
Payments on long-term debt	—		(5,000)
Purchases of common stock	(875)		(1,143)
Proceeds from issuance of Company stock	83		108
Employee taxes paid for share-based payment arrangements	(23)		(25)
Distributions to noncontrolling interests	(20)		(24)
Dividends paid to stockholders	(335)		(319)
Cash transferred to IFF and subsequent adjustments	(11)		(100)
Other financing activities, net	(4)		(3)
Cash used for financing activities	(674)		(5,256)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(78)		(28)
Decrease in cash, cash equivalents and restricted cash	(547)		(4,795)
Cash, cash equivalents and restricted cash from continuing operations, beginning of period	2,037		8,733
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period	39		42
Cash, cash equivalents and restricted cash at beginning of period	2,076		8,775
Cash, cash equivalents and restricted cash from continuing operations, end of period	1,500		3,942
Cash, cash equivalents and restricted cash from discontinued operations, end of period	29		38
Cash, cash equivalents and restricted cash at end of period	$	1,529	$	3,980

See Notes to the Consolidated Financial Statements.

8

DuPont de Nemours, Inc.

Consolidated Statements of Equity

For the six months ended June 30, 2022 and 2021

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, 2020	$	7	$	50,039	$	(11,586)	$	44	$	—	$	566	$	39,070
Net income	—		—		5,872		—		—		13		5,885
Other comprehensive loss	—		—		—		(70)		—		(8)		(78)
Dividends ($0.90 per common share)	—		(476)		—		—		—		—		(476)
Common stock issued/sold	—		108		—		—		—		—		108
Stock-based compensation	—		13		—		—		—		—		13
Contributions from non-controlling interests	—		—		—		—		—		67		67
Distributions to non-controlling interests	—		—		—		—		—		(24)		(24)
Purchases of treasury stock	—		—		—		—		(1,143)		—		(1,143)
Retirement of treasury stock	—		—		(1,143)		—		1,143		—		—
Split-off of N&B	(2)		—		(15,926)		—		—		(27)		(15,955)
Other	—		(3)		—		—		—		—		$	(3)
Balance at June 30, 2021	$	5	$	49,681	$	(22,783)	$	(26)	$	—	$	587	$	27,464
Balance at December 31, 2021	$	5	$	49,574	$	(23,187)	$	41	$	—	$	617	$	27,050
Net income	—		—		1,275		—		—		28		1,303
Other comprehensive loss	—		—		—		(886)		—		(20)		(906)
Dividends ($0.99 per common share)	—		(500)		—		—		—		—		(500)
Common stock issued/sold	—		83		—		—		—		—		83
Stock-based compensation	—		19		—		—		—		—		19
Contributions from non-controlling interests	—		—		—		—		—		2		2
Distributions to non-controlling interests	—		—		—		—		—		(20)		(20)
Purchases of treasury stock	—		—		—		—		(875)		—		(875)
Retirement of treasury stock	—		—		(875)		—		875		—		—
Other	—		—		(21)		—		—		2		(19)
Balance at June 30, 2022	$	5	$	49,176	$	(22,808)	$	(845)	$	—	$	609	$	26,137

See Notes to the Consolidated Financial Statements.

9

DuPont de Nemours, Inc.

Consolidated Statements of Equity

For the three months ended June 30, 2022 and 2021

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 March 31, 2021	$	5	$	49,964	$	(22,618)	$	(163)	$	—	$	517	$	27,705
Net income	—		—		478		—		—		9		487
Other comprehensive income (loss)	—		—		—		137		—		(1)		136
Dividends ($0.60 per common share)	—		(315)		—		—		—		—		(315)
Common stock issued/sold	—		18		—		—		—		—		18
Stock-based compensation	—		17		—		—		—		—		17
Contributions from non-controlling interests	—		—		—		—		—		67		67
Distributions to non-controlling interests	—		—		—		—		—		(5)		(5)
Purchases of treasury stock	—		—		—		—		(643)		—		(643)
Retirement of treasury stock	—		—		(643)		—		643		—		—
Other	—		(3)		—		—		—		—		(3)
Balance at June 30, 2021	$	5	$	49,681	$	(22,783)	$	(26)	$	—	$	587	$	27,464
Balance at March 31, 2022	$	5	$	49,487	$	(23,096)	$	(220)	$	—	$	615	$	26,791
Net income	—		—		787		—		—		8		795
Other comprehensive loss	—		—		—		(625)		—		(13)		(638)
Dividends ($0.66 per common share)	—		(331)		—		—		—		—		(331)
Stock-based compensation	—		20		—		—		—		—		20
Distributions to non-controlling interests	—		—		—		—		—		(2)		(2)
Purchases of treasury stock	—		—		—		—		(500)		—		(500)
Retirement of treasury stock	—		—		(500)		—		500		—		—
Other	—		—		1		—		—		1		2
Balance at June 30, 2022	$	5	$	49,176	$	(22,808)	$	(845)	$	—	$	609	$	26,137

See Notes to the Consolidated Financial Statements.

10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Note		Page
1	Summary of Significant Accounting Policies	12
2	Recent Accounting Guidance	13
3	Acquisitions	13
4	Divestitures	14
5	Revenue	18
6	Restructuring and Asset Related Charges - Net	20
7	Supplementary Information	21
8	Income Taxes	22
9	Earnings Per Share Calculations	23
10	Accounts and Notes Receivable - Net	24
11	Inventories	24
12	Property, Plant, and Equipment	24
13	Nonconsolidated Affiliates	24
14	Goodwill and Other Intangible Assets	25
15	Short-Term Borrowings, Long-Term Debt and Available Credit Facilities	27
16	Commitments and Contingent Liabilities	29
17	Leases	33
18	Stockholders' Equity	34
19	Pension Plans and Other Post-Employment Benefits	35
20	Stock-Based Compensation	35
21	Financial Instruments	36
22	Fair Value Measurements	38
23	Segments and Geographic Regions	39

11

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Mobility & Materials Intended Divestitures

On February 17, 2022, DuPont entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") to divest a majority of the historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”). The transaction is expected to close around the end of 2022, subject to customary closing conditions and regulatory approvals. In addition, on February 18, 2022, the Company announced it is advancing the process to divest its Delrin® acetal homopolymer (H-POM) business, subject to entry into a definitive agreement and satisfaction of customary closing conditions. The Delrin® divestiture together with the M&M Divestiture discussed above (the "M&M Divestitures") represent a strategic shift that will have a major impact on DuPont's operations and results. See Note 4 for more information.

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

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

N&B Transaction

On February 1, 2021, DuPont completed the separation and distribution of the Nutrition & Biosciences business segment (the "N&B Business"), and the merger of Nutrition & Biosciences, Inc. (“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of International Flavors & Fragrances Inc. ("IFF"). The distribution was effected through an exchange offer (the “Exchange Offer”) and the consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “N&B Merger” and, together with the Exchange Offer, the “N&B Transaction”). See Note 4 for more information.

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

12

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Accounting Guidance Issued But Not Adopted at June 30, 2022

In October 2021, the FASB issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers. Historically, the Company has recognized contract assets and contract liabilities at the acquisition date based on fair value estimates in accordance with ASC 805, Business Combinations. ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2021-08 to its Consolidated Financial Statements in connection with any future anticipated business combinations.

NOTE 3 - ACQUISITIONS

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 third quarter of 2022, pending receipt of regulatory approvals and satisfaction of customary closing conditions.

Laird Performance Materials Acquisition

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, amongst other items. Laird PM is reported within the Interconnect Solutions business of the Electronics & Industrial segment. 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. There were no material updates to the purchase accounting and the purchase price allocation is considered final. For additional information regarding the acquisition of Laird PM, see Note 3, "Acquisitions," in the 2021 Annual Report.

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 six months ended June 30, 2022 these costs were primarily related to costs associated with the divestiture of the Biomaterials business unit, the prior year acquisition of Laird PM and the Intended Rogers Acquisition. Comparatively, for the three and six months ended June 30, 2021 these costs were primarily associated with the execution of activities related to strategic initiatives including the divestiture of the Biomaterials business unit in May 2022, the prior year acquisition of Laird PM and the divestitures of the Clean Technologies and Solamet® business units.

These costs are recorded within "Acquisition, integration and separation costs" within the interim Consolidated Statements of Operations.

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2022		2021		2022		2021
Acquisition, integration and separation costs	$	13	$	23	$	21	$	29

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NOTE 4 - DIVESTITURES

Mobility & Materials Intended Divestitures

On February 17, 2022, DuPont entered into the Transaction Agreement to divest a majority of its historic Mobility & Materials segment, specifically the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines, to Celanese for $11.0 billion in cash, subject to customary transaction adjustments in accordance with the Transaction Agreement. Closing is expected around the end of 2022, subject to customary closing conditions and regulatory approvals. The Company also announced on February 18, 2022 that its Board of Directors approved the divestiture of the Delrin® acetal homopolymer (H-POM) business, subject to entry into a definitive agreement and satisfaction of customary closing conditions. As of June 30, 2022, the Company anticipates a closing date for the sale of Delrin® within a year.

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

The results of operations of the M&M Businesses are presented as discontinued operations as summarized below:

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2022		2021		2022		2021
Net sales	$	1,070	$	1,031	$	2,112	$	1,990
Cost of sales	804		696		1,586		1,347
Research and development expenses	14		15		29		32
Selling, general and administrative expenses	34		64		85		125
Amortization of intangibles	—		40		28		82
Restructuring and asset related charges - net	—		5		—		5
Acquisition, integration and separation costs	126		—		222		—
Equity in (losses) earnings of nonconsolidated affiliates	(1)		5		(2)		8
Sundry income (expense) - net	(7)		11		(7)		8
Income from discontinued operations before income taxes	84		227		153		415
(Benefit from) provision for income taxes on discontinued operations	(409)		58		(628)		91
Income from discontinued operations, net of tax	493		169		781		324
Net income from discontinued operations attributable to noncontrolling interests	—		4		2		10
Income from discontinued operations attributable to DuPont stockholders, net of tax	$	493	$	165	$	779	$	314

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

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2022		2021		2022		2021
Depreciation and amortization	$	—	$	71	$	45	$	144
Capital expenditures 1	$	15	$	8	$	42	$	24

1.Total capital expenditures are presented on a cash basis.

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The following table summarizes the major classes of assets and liabilities of the M&M Businesses classified as held for sale presented as discontinued operations at June 30, 2022 and December 31, 2021:

In millions	June 30, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	29	$	39
Accounts and notes receivable - net	631		552
Inventories	993		776
Other current assets	57		59
Property, plant and equipment - net	1,205		1,213
Goodwill	2,496		2,597
Other intangible assets	2,152		2,220
Investments and noncurrent receivables	55