DuPont de Nemours Inc

Liquidity & Capital Resources

Information related to the Company's liquidity and capital resources can be found in the Company's 2024 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 three months ended March 31, 2025.

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 and cash equivalents at March 31, 2025 and December 31, 2024 were $1.8 billion and $1.9 billion, respectively, of which approximately $1.1 billion at both March 31, 2025 and December 31, 2024, 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 and cash equivalents.

Total debt at March 31, 2025 and December 31, 2024 was $7,174 million and $7,171 million, respectively.

As of March 31, 2025, the Company is contractually obligated to make future cash payments of $7.3 million and $4.0 million associated with principal and interest, respectively, on debt obligations. Related to the principal, $1.9 billion will be due in the next twelve months. The Company may address the maturity with cash on hand, issuance of commercial paper, utilizing existing credit facilities, accessing the debt capital markets or a combination of any of them. Related to interest, $359 million will be due in the next twelve months, and the remainder will be due subsequent to March 31, 2026. The majority of interest obligations will be due in 2030 or later.

In relation to the Company’s 2024 fixed-to-floating interest rate swap agreements, there is a mandatory early termination date of December 15, 2025. The mark-to-market value on these swaps at March 31, 2025 is $58 million recorded in “Accrued and other current liabilities” in the interim Consolidated Statements of Operations. The final settlement amount will depend on movements in interest rates. Refer to Note 19 to the Consolidated Financial Statements for more information on the Company’s interest rate swap agreements.

Capital Structure Actions

In connection with the Intended Electronics Separation, DuPont is considering potentially repaying, redeeming, repurchasing, or exchanging 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

The Company's current $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility") will expire on May 7, 2025. There were no drawdowns of either facility during the three month period ended March 31, 2025. The Company expects to enter a new 364-Day Revolving Credit Facility on May 7, 2025 with a maturity date of May 6, 2026. The new 364-Day Revolving Credit Facility will be used for general corporate purposes.

In May 2025, the Company expects to enter into an amendment of its $2.5 billion 5-year revolving credit facility with the maturity date extended to April 12, 2028. In addition, the amended facility will decrease to $2.0 billion upon the occurrence of the Intended Electronics Separation.

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. At April 30, 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 May 2024 separation announcement.

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The Five-Year Revolving Credit Facility and the $1B 364-Day Revolving Credit Facility 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 March 31, 2025, 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 three months of 2025, cash provided by operating activities of continuing operations was $382 million, compared with $493 million in the same period last year. The decrease in cash provided by operating activities of continuing operations is primarily from increase in cash used by net working capital, net impact from changes in variable compensation and transaction cost related to the Intended Electronics Separation partially offset by higher earnings.

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

Cash Flows from Investing Activities - Continuing Operations

In the first three months of 2025, cash used for investing activities of continuing operations was $247 million, compared with $202 million in the first three months of 2024. The increase in cash used for investing activities of continuing operations is primarily attributable to higher capital expenditures.

Cash Flows from Financing Activities - Continuing Operations

In the first three months of 2025, cash used for financing activities of continuing operations was $206 million compared with $691 million in the same period last year. The decrease in cash used for financing activities of continuing operations is primarily attributable to the absence of share buyback activities.

Cash Flows from Discontinued Operations

In the first three months of 2025 and 2024, cash used from discontinued operations was $31 million. The cash used from discontinued operations primarily includes MOU activity and transaction costs. Refer to Notes 4 and 14 to the interim Consolidated Financial Statements for additional information.

Dividends

On February 21, 2025, the Board of Directors declared a first quarter 2025 dividend of $0.41 per share, paid on March 17, 2025, to shareholders of record on March 3, 2025.

On April 29, 2025, the Board of Directors declared a second quarter 2025 dividend of $0.41 per share, paid on June 16, 2025, to shareholders of record on May 30, 2025.

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"). In the first quarter of 2024, the $2B ASR Transaction was completed. 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 completed 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. At this time and with the continued focus on the Intended Electronics Separation, the Company does not currently plan to complete the remaining authorization under the $1B Share Buyback Program.

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"). In the second quarter 2024, the Q1 2024 ASR Transaction was completed. 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 $42 million by year-end 2025 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 2025, the Company approved targeted restructuring actions to streamline, right-size and optimize specific organizational structures in preparation for the planned separation of the future Electronics company and the future New DuPont company, (the "Transformational Separation-Related Restructuring Program"). The Company recorded pre-tax restructuring charges of $46 million for the three months ended March 31, 2025, consisting of severance and related benefit costs of $38 million and $8 million of accelerated restricted stock compensation expense. Total liabilities related to the Transformational Separation-Related Restructuring Program were $38 million at March 31, 2025 recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Company expects the program to be substantially complete by the end of 2026.

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 $200 million inception-to-date, consisting of severance and related benefit costs of $114 million and asset related charges of $86 million. At March 31, 2025 and December 31, 2024, total liabilities related to the 2023-2024 Restructuring Program were $32 million and $47 million, respectively, for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the interim Consolidated Balance Sheets. Inventory write-offs for plant line closures in connection with the 2023-2024 Restructuring Program were $25 million in "Cost of Sales"within the interim Consolidated Statements of Operations for thethree months ended March 31, 2024. The Company expects the program to be substantially complete by the end of 2024.

See Note 6 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.