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 six months ended June 30, 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 June 30, 2025 and December 31, 2024 were $1.8 billion and $1.9 billion, respectively, of which approximately $1.1 billion at both June 30, 2025 and December 31, 2024, were held by subsidiaries in foreign countries, including United States territories. 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. Due to the Intended Electronics Separation, the Company reevaluated its permanent reinvestment assertion and determined that certain foreign earnings would be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash and cash equivalents.

Total debt at June 30, 2025 and December 31, 2024 was $7,175 million and $7,171 million, respectively.

As of June 30, 2025, the Company is contractually obligated to make future cash payments of $7.3 billion and $3.9 billion 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, $318 million will be due in the next twelve months, and the remainder will be due subsequent to June 30, 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 June 30, 2025 is $92 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 and subject to market conditions, Qnity Electronics, Inc. intends to enter into secured credit facilities, including a senior secured revolving credit facility and a senior secured term loan facility, and issue senior secured and unsecured notes prior to the intended spin-off completion date of November 1, 2025. In addition and also 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. All such intended capital structure transactions will depend on liquidity considerations, contractual and legal restrictions, prevailing market conditions and other factors.

Commercial Paper

During the second quarter of 2025, the Company issued $299 million of commercial paper, which was subsequently repaid during the quarter. As of June 30, 2025, the Company had no commercial paper outstanding.

Revolving Credit Facilities

In May 2025, the Company entered into a $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). 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, 2025. The new 364-Day Revolving Credit Facility will be used for general corporate purposes.

In May 2025, the Company amended its $2.5 billion 5-year revolving credit facility to extend the maturity date to April 2028. In addition, the amended facility will decrease to $2.0 billion upon the occurrence of the Intended Electronics Separation.

The amended 5-year revolving credit facility is generally expected to remain undrawn and serve as a backstop to the Company's commercial paper and letter of credit issuance. Therefore, the Company expects to reduce its authorized commercial paper program to $2.0 billion upon the occurrence of the Intended Electronics Separation.

New Jersey Settlement Agreement

In connection with the NJ Settlement the Company will incur costs and undertake certain funding obligations. 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. At August 1, 2025, 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 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 June 30, 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 six months of 2025, cash provided by operating activities of continuing operations was $763 million, compared with $1,020 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 net earnings. Changes in business working capital were primarily driven by higher trade receivables from increased sales, higher inventory based on volume growth partially offset by higher accounts payable resulting from purchases to support higher volumes.

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 2025, cash used for investing activities of continuing operations was $358 million, compared with $302 million in the first six 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 six months of 2025, cash used for financing activities of continuing operations was $390 million compared with $1,531 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 and partial redemption of the 2038 notes in the prior year.

Cash Flows from Discontinued Operations

In the first six months of 2025 cash used from discontinued operations was $72 million compared with $439 million in the same period last year. The cash used from discontinued operations primarily includes MOU activity. 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.

On June 25, 2025, the Company announced that its Board declared a third quarter 2025 dividend of $0.41 per share payable on September 15, 2025, to shareholders of record on August 29, 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”). As described below, the Company repurchased and retired $500 million of common stock under the $1B Share Buyback Program prior to its expiration on June 30, 2025.

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.

Pension and Other Post-Employment Plans

DuPont expects to make additional contributions in the aggregate of approximately $29 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 $49 million inception-to-date, consisting of severance and related benefit costs of $40 million and $9 million of accelerated restricted stock compensation expense. Total liabilities related to the Transformational Separation-Related Restructuring Program were $40 million at June 30, 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 $198 million inception-to-date, consisting of severance and related benefit costs of $112 million and asset related charges of $86 million. At June 30, 2025 and December 31, 2024, total liabilities related to the 2023-2024 Restructuring Program were $24 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 $24 million in “Cost of Sales”within the interim Consolidated Statements of Operations for thesix months ended June 30, 2025. 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.