DuPont de Nemours Inc

Liquidity & Capital Resources

Information related to the Company's liquidity and capital resources can be found in the Company's 2023 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the six months ended June 30, 2024.

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. However, DuPont is unable to predict the extent of macroeconomic related impacts which depend on uncertain and unpredictable future developments. In light of this uncertainty, the Company has taken steps to further ensure liquidity and capital resources, as discussed below.

The Company's cash, cash equivalents at June 30, 2024 and December 31, 2023 were $1.5 billion and $2.4 billion, respectively, of which approximately $1.1 billion at June 30, 2024 and $1.3 billion at December 31, 2023 were held by subsidiaries in foreign countries, including United States territories. The change in the balance in cash and cash equivalents held by subsidiaries in foreign countries is due to cash flows during the period, offset by repatriation. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash, cash equivalents.

Total debt at June 30, 2024 and December 31, 2023 was $7,168 million and $7,800 million, respectively. The decrease in total debt reflects the partial redemption of $650 million senior notes due 2038 discussed below.

As of June 30, 2024, the Company is contractually obligated to make future cash payments of $7.3 billion and $4.2 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, no payments will be due in the next twelve months. Related to interest, $359 million will be due in the next twelve months, and the remainder will be due subsequent to June 30, 2025. The majority of interest obligations will be due in 2029 or later.

Capital Structure Actions

DuPont, with its advisors, is evaluating considerations related to the design of the capital structures of the three FutureCos. These considerations include the impact of executing the separations in accordance with the announced plan on the Company’s existing indebtedness, including the Company’s senior notes. On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 notes, in accordance with their terms. The partial redemption occurred on June 15, 2024, at the redemption price set forth in the indenture of the 2038 notes. The Company funded the repayment with cash on hand. As a result of the early redemption of the debt, the Company incurred a loss of approximately $74 million, which consisted of the redemption premium, write-off of the deferred debt issuance costs and the basis adjustment from fair value hedge accounting on the 2022 Swaps associated with this borrowing. See Note 19 for further detail on the 2022 Swaps.

DuPont expects to repay, redeem, repurchase, or exchange some or all of its other senior notes, which could include redemptions, tender offers, open market purchases, privately negotiated transactions, or other transactions or a combination of any of them, which will be on pricing terms that are determined at the time of any such transaction. Such transactions will depend on liquidity considerations, contractual and legal restrictions, prevailing market conditions and other factors.

Revolving Credit Facilities

On May 8, 2024, the Company entered into a $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). The 364-Day Revolving Credit Facility will be used for general corporate purposes. Prior to entering the new facility, the Company held another $1 billion 364-day revolving credit facility. There were no drawdowns of either facility during the six month period ended June 30, 2024.

Water District Settlement Agreement

In 2023, the Company utilized the MOU escrow account balance of approximately $100 million and cash on hand to make its $400 million contribution to the Water District Settlement Fund. The judgment became final in April 2024, therefore $400 million contribution, plus interest, to the Water District Settlement Fund is reflected as a cash outflow within cash flows from discontinued operations during the six month period ended June 30, 2024. See Note 14 to the interim Consolidated Financial Statement for additional information.

Credit Ratings

The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value and remuneration. At July 26, 2024, DuPont's credit ratings were as follows:

In the second quarter of 2024, Standard & Poor’s and Fitch Ratings placed the Company on credit watch negative and Moody’s Investors Service placed the Company on outlook negative following the Company’s announcement to separate into FutureCos.

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The $1B 364-Day Revolving Credit Facility contains 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 June 30, 2024, the Company was in compliance with this financial covenant.

Summary of Cash Flows

The Company’s cash flows from operating, investing and financing activities from continuing operations and cash used in discontinued operations, as reflected in the interim Consolidated Statements of Cash Flows, are summarized in the following table.

Cash Flows from Operating Activities - Continuing Operations

In the first six months of 2024, cash provided by operating activities of continuing operations was $1,020 million, compared with $805 million in the same period last year. The increase in cash provided by operating activities of continuing operations is primarily from release of cash from other assets and liabilities, net, partially offset by lower net income.

The table below reflects net working capital on a continuing operations basis:

Cash Flows from Investing Activities - Continuing Operations

In the first six months of 2024, cash used for investing activities of continuing operations was $302 million, compared with cash provided by investing activities of $951 million in the first six months of 2023. The increase in cash used for investing activities of continuing operations is primarily attributable to the absence of proceeds from sales and maturity of investments partially offset by reduction in capital expenditures and purchases of investments.

Cash Flows from Financing Activities - Continuing Operations

In the first six months of 2024, cash used for financing activities of continuing operations was $1,531 million compared with $377 million in the same period last year. The increase in cash used for financing activities of continuing operations is primarily attributable to the Q1 2024 ASR Transaction and the partial redemption of the 2038 notes.

Cash Flows from Discontinued Operations

In the first six months of 2024, cash used from discontinued operations was $439 million compared with $126 million in the same period last year. The cash used from discontinued operations primarily includes $408 million related to the Water District Settlement Fund that was removed from Restricted cash and cash equivalents in the second quarter 2024 upon final judgment, along with other MOU activity and transaction costs. Refer to Notes 4 and 14 to the interim Consolidated Financial Statements for additional information. For the six months ended June 30, 2023, the interim Consolidated Statements of Cash Flows present the cash flows of Delrin® and transaction costs from the M&M Divestiture as discontinued operations.

Dividends

On February 5, 2024, the Board of Directors declared a first quarter 2024 dividend of $0.38 per share, paid on March 15, 2024, to shareholders of record on February 29, 2024.

On April 17, 2024, the Board of Directors declared a second quarter 2024 dividend of $0.38 per share, paid on June 17, 2024, to shareholders of record on May 31, 2024.

On June 27, 2024, the Company announced that its Board declared a third quarter dividend of $0.38 per share payable on September 16, 2024, to shareholders of record on August 30, 2024.

Share Buyback Programs

In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three intended financial counterparties to repurchase an aggregate of $2 billion of common stock ("$2B ASR Transaction"). DuPont paid an aggregate of $2 billion to the counterparties and received initial deliveries of 21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $1.6 billion. In the first quarter of 2024, the $2B ASR Transaction was completed. The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, which were retired immediately and were recorded as a reduction of retained earnings in the first quarter of 2024. In total, the Company repurchased 27.9 million shares at an average price of $71.67 per share under the $2B ASR Transaction. The completion of the $2B ASR Transaction effectively completes the $5B Share Buyback Program and the Company's stock repurchase authorization.

In the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B Share Buyback Program”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws.

In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of $500 million of common stock ("Q1 24 ASR Transaction"). DuPont paid an aggregate of $500 million to the counterparty and received initial deliveries of 6.0 million shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $400 million. The remaining $100 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders' equity as of March 31, 2024.

In the second quarter 2024, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $72 million. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction.

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 $29 million by year-end 2024 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 December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum Acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program"). As a result, the Company recorded pre-tax restructuring charges of $155 million inception-to-date, consisting of severance and related benefit costs of $99 million and asset related charges of $56 million. At June 30, 2024, total liabilities related to the 2023-2024 Restructuring Program were $60 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the interim Consolidated Balance Sheets. Raw material inventory write-offs for plant line closures within the Water & Protection segment in connection with the 2023-2024 Restructuring Program were $24 million in "Cost of Sales"within the interim Consolidated Statements of Operations. The Company expects the program to be substantially complete by the end of 2024. See Note 6 and 21 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.