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
 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,
FirstName LastNameMichael Goss
                                                                Division of
Corporation Finance
Comapany NameDuPont de Nemours, Inc.
                                                                Office of
Industrial Applications and
March 7, 2023 Page 2                                            Services
FirstName LastName