Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the interim Consolidated Financial Statements and related notes to enhance the understanding of the Company’s operations and present business environment. Components of management’s discussion and analysis of financial condition and results of operations include:
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Overview
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Result of Operations
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Segment Results
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Changes in Financial Condition
OVERVIEW
DuPont is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life by applying diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, building and construction, healthcare and worker safety.
As of June 30, 2023, the Company has $6.2 billion of working capital and approximately $4.9 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations.
Outlined below are recent developments and material historical transactions impacting this Quarterly Report on Form 10-Q.
Mobility & Materials Divestitures
On November 1, 2022, DuPont completed the divestiture of the majority of its historical 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”), to Celanese Corporation (“Celanese”). The divestiture was pursuant to the Transaction Agreement (the "Transaction Agreement") with Celanese entered on February 17, 2022 and announced on February 18, 2022. The Company also announced on February 18, 2022, that its Board of Directors approved the divestiture of the Delrin® acetal homopolymer (H-POM) business (the “Delrin® Divestiture”), subject to entry into a definitive agreement and satisfaction of customary closing conditions, (the Delrin® Divestiture and together with the M&M Divestiture, collectively the "M&M Divestitures” and the businesses in scope of the M&M Divestitures collectively the "M&M Businesses"). As of June 30, 2023, the Company anticipates a closing date for the sale of Delrin® around year-end 2023. The Company determined that the M&M Businesses met the criteria to be classified as held for sale and that the sale represents a strategic shift that has a major effect on the Company’s operations and results.
The financial position of DuPont as of June 30, 2023 and December 31, 2022, present the businesses to be divested as part of the Delrin® Divestiture, as discontinued operations. The results of operations for the three and six months ended June 30, 2023, present the financial results of Delrin® as discontinued operations. The results of operations for the three and six months ended June 30, 2022, present the financial results of the M&M Businesses as discontinued operations. For the six months ended June 30, 2023, the interim Consolidated Statements of Cash Flows present the cash flows of Delrin® as discontinued operations. The interim Consolidated Statements of Cash Flows for the six months ended June 30, 2022, present the cash flows from the M&M Businesses as discontinued operations. The comprehensive income of the M&M Businesses have not been segregated and are included in the interim Consolidated Statements of Comprehensive Income 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.
Recent Developments
Macroeconomic Conditions
In the second quarter 2023, DuPont continued to experience the impact of macroeconomic factors including continued demand declines and destocking in consumer facing markets, including China. The ultimate extent to which these macroeconomic factors will continue to impact DuPont's results is not known.
Spectrum Acquisition
On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors for $1.75 billion, $1.72 billion net purchase price after certain tax attributes (the “Spectrum Acquisition”). The Spectrum Acquisition will be part of the Electronics & Industrial segment.
Dividends
On June 27, 2023, the Board of Directors declared a third quarter 2023 dividend of $0.36 per share, payable on September 15, 2023, to shareholders of record on July 31, 2023.
On April 19, 2023, the Company announced that its Board of Directors declared a second quarter dividend of $0.36 per share which was paid on June 15, 2023, to shareholders of record on May 31, 2023.
RESULTS OF OPERATIONS
| Summary of Sales Results | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | ||||||||||
| Net sales | $ | 3,094 | $ | 3,322 | $ | 6,112 | $ | 6,596 | ||||||
The following table summarizes sales variances by segment and geographic region from the prior year:
| Sales Variances by Segment and Geographic Region | ||||||||||||||||||||||||||||||||
| Percentage change from prior year | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||
| Local Price & Product Mix | Currency | Volume | Portfolio & Other | Total | Local Price & Product Mix | Currency | Volume | Portfolio & Other | Total | |||||||||||||||||||||||
| Electronics & Industrial | — | % | (1) | % | (12) | % | (1) | % | (14) | % | 1 | % | (2) | % | (13) | % | (1) | % | (15) | % | ||||||||||||
| Water & Protection | 5 | (1) | (4) | — | — | 6 | (2) | (3) | — | 1 | ||||||||||||||||||||||
| Corporate & Other 1 | — | (1) | 9 | (11) | (3) | 3 | (2) | 4 | (13) | (8) | ||||||||||||||||||||||
| Total | 2 | % | (1) | % | (6) | % | (2) | % | (7) | % | 3 | % | (2) | % | (7) | % | (1) | % | (7) | % | ||||||||||||
| U.S. & Canada | 4 | % | — | % | (7) | % | (2) | % | (5) | % | 5 | % | (1) | % | (6) | % | (2) | % | (4) | % | ||||||||||||
| EMEA 2 | 4 | — | — | — | 4 | 5 | (2) | — | (1) | 2 | ||||||||||||||||||||||
| Asia Pacific | 1 | (3) | (9) | (2) | (13) | 2 | (3) | (12) | (2) | (15) | ||||||||||||||||||||||
| Latin America | 1 | 1 | 3 | — | 5 | 2 | — | 8 | — | 10 | ||||||||||||||||||||||
| Total | 2 | % | (1) | % | (6) | % | (2) | % | (7) | % | 3 | % | (2) | % | (7) | % | (1) | % | (7) | % |
1.Corporate & Other includes activities of the Retained Businesses, Biomaterials and previously divested businesses.
2.Europe, Middle East and Africa.
The Company reported net sales for the three months ended June 30, 2023 of $3.1 billion, down 7 percent from $3.3 billion for the three months ended June 30, 2022, due to a 6 percent decrease in volume, a 1 percent unfavorable currency impact, and a 2 percent decrease in portfolio actions, partially offset by a 2 percent increase in local price and product mix. Volume decreases in Electronics & Industrial (down 12 percent) and Water & Protection (down 4 percent) were slightly offset by Corporate & Other (up 9 percent). Local price and product mix increase was driven by Water & Protection (up 5 percent). Local price and product mix increased across all regions. Portfolio and other changes decreased by 2 percent driven by declines within Corporate & Other (down 11 percent) and Electronics & Industrial (down 1 percent). The decline in Corporate & Other is due to the prior year sale of the Biomaterials business unit. Currency was down 1 percent compared with the same period last year, driven by Asia Pacific (down 3 percent) partially offset by Latin America (up 1 percent).
Net sales for the six months ended June 30, 2023 of $6.1 billion, down 7 percent from $6.6 billion for the six months ended June 30, 2022, due to a 7 percent decrease in volume, a 2 percent unfavorable currency impact, and a 1 percent decrease in portfolio actions, partially offset by a 3 percent increase in local price and product mix. Volume decreases in Electronics & Industrial (down 13 percent) and Water & Protection (down 3 percent) were slightly offset by Corporate & Other (up 4 percent). Local price and product mix increase was driven by Water & Protection (up 6 percent), Corporate & Other (up 3 percent) and Electronics & Industrial (up 1 percent). Local price and product mix increased across all regions. Portfolio and other changes were driven by declines within Electronics & Industrial (down 1 percent). Currency was down 2 percent compared with the same period last year, driven by Asia Pacific (down 3 percent) and EMEA (down 2 percent).
Cost of Sales
Cost of sales was $2.0 billion for the three months ended June 30, 2023, down slightly from $2.1 billion for the three months ended June 30, 2022. Cost of sales decreased for the three months ended June 30, 2023 primarily due to decreased sales volume, primarily within Asia Pacific, the impact of reduced production rates and currency impacts.
Cost of sales as a percentage of net sales for the three months ended June 30, 2023 was 66 percent compared with 65 percent for the three months ended June 30, 2022.
For the six months ended June 30, 2023, cost of sales was $4.0 billion, down slightly from $4.3 billion for the six months ended June 30, 2022. Cost of sales decreased for the six months ended June 30, 2023 primarily due to decreased sales volume, primarily within Asia Pacific, the impact of reduced production rates and currency impacts.
Cost of sales as a percentage of net sales for the six months ended June 30, 2023 was 66 percent compared with 65 percent for the six months ended June 30, 2022.
Research and Development Expenses ("R&D")
R&D expenses totaled $125 million in the second quarter of 2023, down from $141 million in the second quarter of 2022. R&D as a percentage of net sales was consistent period over period at 4 percent for the three months ended June 30, 2023 and 2022.
For the first six months of 2023, R&D expenses totaled $252 million down from $284 million in the first six months of 2022. R&D as a percentage of net sales was consistent period over period at 4 percent for the six months ended June 30, 2023 and 2022.
Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $358 million in the second quarter of 2023, down from $385 million in the second quarter of 2022. SG&A as a percentage of net sales was consistent period over period at 12 percent for the three months ended June 30, 2023 and 2022.
For the first six months of 2023, SG&A expenses were $698 million down from $774 million in the first six months of 2022. SG&A as a percentage of net sales was relatively consistent period over period at 11 percent and 12 percent for the six months ended June 30, 2023 and 2022, respectively. The decrease in the percentage for the six months ended June 30, 2023 is driven by net cost reductions associated with the completion of the M&M Divestiture as well as lower personnel related expenses.
Amortization of Intangibles
Amortization of intangibles was $146 million in the second quarter of 2023, down from $148 million in the second quarter of 2022. In the first six months of 2022, amortization of intangibles was $293 million, down from $301 million in the same period of the prior year. The decrease for the three and six months ended June 30, 2023 as compared with the same period of the prior year was primarily due to currency fluctuations.
Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $17 million in the second quarter of 2023, up from zero charges in the second quarter of 2022. The activity in the second quarter of 2023 is primarily related to the 2022 Restructuring Program.
In the first six months of 2023, restructuring and asset related charges - net were $31 million, down from $101 million in the same period last year. The activity for the six months of 2023 is primarily related to the 2022 Restructuring Program. The activity for the first six months of 2022 includes a $94 million impairment charge related to an equity method investment.
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. The Company recorded $6 million related to continuing operations for the three months ended June 30, 2023 and recorded costs of $13 million for the three months ended June 30, 2022*.* In the first six months of 2023, acquisition, integration and separation costs were $6 million, down from $21 million in the same period of the prior year. For the three and six months ended June 30, 2023, these costs were- associated with the execution of activities related to strategic initiatives including the Spectrum Acquisition. Comparatively, for three and six months ended June 30, 2022, these costs were primarily associated with the now terminated agreement to acquire the outstanding shares of Rogers Corporation.
Equity in Earnings of Nonconsolidated Affiliates
The Company's share of the earnings of nonconsolidated affiliates was $14 million in the second quarter of 2023, down from $20 million in the second quarter of 2022. In the first six months of 2023, the Company's share of the earnings of nonconsolidated affiliates was $29 million, down from $46 million in the first six months of 2022. Earnings of equity affiliates for the three and six months ended 2022 includes a joint venture that was part of the divestiture of the Biomaterial division.
Sundry Income (Expense) - Net
Sundry income (expense) - net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments and assets, non-operating pension and other post-employment benefit plan credits or costs, and certain litigation matters. Sundry income (expense) - net in the second quarter of 2023 was income of $28 million compared with income of $94 million in the second quarter of 2022. The second quarter of 2023 primarily related to interest income of $52 million, partially offset by foreign currency exchange losses of $28 million. The second quarter of 2022 included income related to non-operating pension and other post-employment benefit credits of $6 million, foreign currency exchange gains of $9 million and net gain on the sale of the Biomaterials business unit of $26 million and $37 million related to the sale of a land use right within the Water & Protection segment.
In the first six months of 2023, sundry income (expense) - net was income of $57 million compared with income of $97 million in the first six months of 2022. The first six months of 2023 included interest income of $98 million, partially offset by foreign currency exchange losses of $48 million. The first six months of 2022 included benefits related to income related to non-operating pension and other post-employment benefit credits of $13 million, miscellaneous income of $8 million, foreign currency exchange gains of $4 million and net gain on the sale of the Biomaterials business unit of $26 million and $37 million related to the sale of a land use right within the Water & Protection segment.
Interest Expense
Interest expense was $98 million and $122 million for the three months ended June 30, 2023 and 2022, respectively. Interest expense was $193 million and $242 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in interest expense from the prior year is primarily due to the redemption of $2.5 billion fixed-rate long-term senior unsecured notes due 2023 in November 2022.
Provision for Income Taxes on Continuing Operations
The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attribute. The effective tax rate on continuing operations for the second quarter of 2023 was 24.4 percent, compared with an effective tax rate of 23.6 percent for the second quarter of 2022. The higher effective tax rate for the second quarter of 2023 was due primarily to the geographic mix of earnings offset by the U.S. taxation of foreign operations. For the first six months of 2023, the effective tax rate on continuing operations was 23.9 percent, compared with 21.1 percent for the first six months of 2022. The effective tax rate for the first six months of 2023 was primarily due to a geographic mix of earnings. The lower effective tax rate for the first six months of 2022 principally resulted from the recognition of a $94 million impairment charge of an equity method investment which resulted in a tax benefit of $29 million*.*
SEGMENT RESULTS
Effective February 2022, the revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the current and historical periods. In addition, the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines within the historical 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 reflected for all periods presented.
The costs of the M&M Businesses that are classified as discontinued operations include only direct operating expenses incurred prior to the November 1, 2022 M&M Divestiture and costs which the Company will no longer incur upon the close of the Delrin® Divestiture. Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations. A portion of these indirect costs related to activities the Company continues to undertake post-closing of the M&M Divestiture, and for which it is and will be reimbursed (“Future Reimbursable Indirect Costs”). In addition, a portion of these indirect costs relate to activities the Company intends to perform post the close of the Delrin® Divestiture and for which it will be reimbursed. Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.
The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items. Reconciliations of these measures can be found in Note 21 to the interim Consolidated Financial Statements.
ELECTRONICS & INDUSTRIAL
The Electronics & Industrial segment is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics including mobile devices, television monitors, personal computers and electronics used in a variety of industries. The segment is a leading provider of materials and solutions for the fabrication and packaging of semiconductors and integrated circuits and provides innovative solutions for thermal management and electromagnetic shielding as well as metallization processes for metal finishing, decorative, and industrial applications. Electronics & Industrial is a leading provider of platemaking systems and photopolymer plates for the packaging graphics industry, digital printing inks and cutting-edge materials for the manufacturing of displays for organic light emitting diode ("OLED"). In addition, the segment produces innovative engineering polymer solutions, high performance parts, medical silicones and specialty lubricants.
| Electronics & Industrial | Three Months Ended | Six Months Ended | ||||||||||||
| In millions | June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | ||||||||||
| Net sales | $ | 1,312 | $ | 1,527 | $ | 2,608 | $ | 3,063 | ||||||
| Operating EBITDA | $ | 349 | $ | 480 | $ | 711 | $ | 956 | ||||||
| Equity earnings | $ | 3 | $ | 9 | $ | 8 | $ | 19 |
| Electronics & Industrial | Three Months Ended | Six Months Ended | ||||||
| Percentage change from prior year | June 30, 2023 | June 30, 2023 | ||||||
| Change in Net Sales from Prior Period due to: | ||||||||
| Local price & product mix | — | % | 1 | % | ||||
| Currency | (1) | (2) | ||||||
| Volume | (12) | (13) | ||||||
| Portfolio & other | (1) | (1) | ||||||
| Total | (14) | % | (15) | % | ||||
Electronics & Industrial net sales were $1,312 million for the three months ended June 30, 2023, down 14 percent from $1,527 million for the three months ended June 30, 2022. Net sales decreased due to a 12 percent volume decline, 1 percent unfavorable currency impact and a 1 percent decrease in portfolio. Volume declines in Semiconductor Technologies were driven by reduced semiconductor fab utilization rates due to weaker end-market demand, led by China, and channel inventory destocking. Volume declines in Interconnect Solutions related to decreased spending on consumer electronics including a slower than expected recovery in China and channel inventory destocking. Within Industrial Solutions, volume declines were driven by lower demand in printing and packaging end-markets, as well as weakness in display and LED applications, partially offset by volume gains in aerospace and automotive.
Operating EBITDA was $349 million for the three months ended June 30, 2023, down 27 percent compared with $480 million for the three months ended June 30, 2022, primarily due to volume declines and the impact of reduced production rates.
Electronics & Industrial net sales were $2,608 million for the six months ended June 30, 2023, down 15 percent from $3,063 million for the six months ended June 30, 2022. Net sales decreased due to a 13 percent volume decline, 2 percent unfavorable currency impact and a 1 percent decrease in portfolio partially offset by a 1 percent increase local price and product mix. Volume declines in Interconnect Solutions related to decreased spending on consumer electronics including a slower than expected recovery in China and channel inventory destocking. Volume declines in Semiconductor Technologies were driven by reduced semiconductor fab utilization rates due to weaker end-market demand, led by China, and channel inventory destocking. Within Industrial Solutions, volume declines were driven by lower demand in printing and packaging end-markets, as well as weakness in display and LED applications, partially offset by volume gains in aerospace, automotive and healthcare.
Operating EBITDA was $711 million for the six months ended June 30, 2023, down 26 percent compared with $956 million for the six months ended June 30, 2022, primarily due to volume declines and the impact of reduced production rates.
WATER & PROTECTION
The Water & Protection segment is a leading provider of engineered products and integrated systems for a number of industries including worker safety, water purification and separation, aerospace, energy, medical packaging and building materials. The segment satisfies the growing global needs of businesses, governments, and consumers for solutions that make life safer, healthier, and better. By uniting market-driven science with the strength of highly regarded brands, the segment strives to bring new products and solutions to solve customers' needs faster, better and more cost effectively.
| Water & Protection | Three Months Ended | Six Months Ended | ||||||||||||
| In millions | June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | ||||||||||
| Net sales | $ | 1,494 | $ | 1,497 | $ | 2,943 | $ | 2,926 | ||||||
| Operating EBITDA | $ | 368 | $ | 348 | $ | 712 | $ | 689 | ||||||
| Equity earnings | $ | 11 | $ | 8 | $ | 21 | $ | 22 |
| Water & Protection | Three Months Ended | Six Months Ended | ||||||
| Percentage change from prior year | June 30, 2023 | June 30, 2023 | ||||||
| Change in Net Sales from Prior Period due to: | ||||||||
| Local price & product mix | 5 | % | 6 | % | ||||
| Currency | (1) | (2) | ||||||
| Volume | (4) | (3) | ||||||
| Portfolio & other | — | — | ||||||
| Total | — | % | 1 | % |
Water & Protection net sales were $1,494 million for the three months ended June 30, 2023, flat from $1,497 million for the three months ended June 30, 2022. The net sales change includes a 5 percent increase in local price, offset by a 4 percent decline in volume and a 1 percent unfavorable currency impact. Local price and product mix gains are the result of broad-based actions taken in 2022 across all lines of business to offset cost inflation. Volume declines within Shelter Solutions, driven by continued weakening in construction markets, were partially offset by volume gains in Water Solutions due to continued demand within Reverse Osmosis and Ion Exchanges Resins.
Operating EBITDA was $368 million for the three months ended June 30, 2023, up 6 percent compared with $348 million for the three months ended June 30, 2022, driven by net pricing gains, which were partially offset by lower volumes and unfavorable currency impacts.
Water & Protection net sales were $2,943 million for the six months ended June 30, 2023, up 1 percent from $2,926 million for the six months ended June 30, 2022. Net sales increased due to a 6 percent increase in local price, partially offset by a 2 percent unfavorable currency impact and a 3 percent decline in volume. Local price and product mix gains are the result of broad-based actions taken in 2022 across all lines of business to offset cost inflation. Volume declines were primarily driven by Shelter Solutions as a result of continued weakening in construction markets and within Safety Solutions due to softening demand in garments. These declines were partially offset by volume gains in Water Solutions due to continued demand within Reverse Osmosis and Ion Exchanges Resins.
Operating EBITDA was $712 million for the six months ended June 30, 2023, up 3 percent compared with $689 million for the six months ended June 30, 2022, driven by net pricing gains, which were partially offset by lower volumes and unfavorable currency impacts.
CORPORATE AND OTHER
Corporate & Other includes sales and activity of the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, (the "Retained Businesses"). The results of Corporate & Other for the three and six months ended June 30, 2022 also includes the sales and activity of the Biomaterials business unit through its divestiture in May 2022. Corporate & Other also includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable segments. Related to the M&M Divestitures, Corporate & Other includes Future Reimbursable Indirect Costs.
| Corporate & Other | Three Months Ended | Six Months Ended | ||||||||||||
| In millions | June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | ||||||||||
| Net sales | $ | 288 | $ | 298 | $ | 561 | $ | 607 | ||||||
| Operating EBITDA | $ | 21 | $ | 1 | $ | 29 | $ | 2 | ||||||
| Equity earnings | $ | — | $ | 3 | $ | — | $ | 5 |
Corporate & Other net sales were $288 million for the three months ended June 30, 2023, down from $298 million for the three months ended June 30, 2022. Net sales primarily decreased due to the divestiture of the Biomaterials business unit, partially offset by an increase in the net sales of the Retained Businesses.
Corporate & Other net sales were $561 million for the six months ended June 30, 2023, down from $607 million for the six months ended June 30, 2022. Net sales primarily decreased due to the divestiture of the Biomaterials business unit, partially offset by an increase in the net sales of the Retained Businesses.
CHANGES IN FINANCIAL CONDITION
Liquidity & Capital Resources
Information related to the Company's liquidity and capital resources can be found in the Company's 2022 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, 2023.
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.
| In millions | June 30, 2023 | December 31, 2022 | ||||||
| Cash, cash equivalents and marketable securities | $ | 4,885 | $ | 4,964 | ||||
| Total debt | $ | 8,075 | $ | 8,074 |
The Company's cash, cash equivalents and marketable securities at June 30, 2023 and December 31, 2022 were $4.9 billion and $5.0 billion, respectively, of which $1.1 billion at June 30, 2023 and $1.2 billion at December 31, 2022 were held by subsidiaries in foreign countries, including United States territories. The decrease in cash and cash equivalents held by subsidiaries in foreign countries is due to operating 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.
Total debt at June 30, 2023 and December 31, 2022 was essentially the same at approximately $8.1 billion.
As of June 30, 2023, the Company is contractually obligated to make future cash payments of $8.2 billion and $5.1 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, $300 million will be due in the next twelve months, and the remainder will be due subsequent to June 30, 2024. Related to interest, $404 million will be due in the next twelve months, and the remainder will be due subsequent to June 30, 2024.
Water District Settlement Agreement
In accordance with the Water District Settlement Agreement, the Company will contribute about $400 million to a Qualified Settlement Fund (the “Water District Settlement Fund”). The Company expects to utilize the MOU escrow account balance of approximately $100 million, reflected in "Restricted cash and cash equivalents", and cash on hand to make our contributions to the Water District Settlement Fund.
On July 10, 2023, the Water District Settlement Agreement was submitted to the Court for preliminary approval together with a motion seeking certification of the proposed settlement class. The Court is expected to preliminarily approve the Water District Settlement Agreement within two months of the submission date. Within 10 business days of the Court's preliminary approval the Company will make its contribution to the Water District Settlement Fund. Final Court approval of the settlement is expected around six months after preliminary approval is received.
DuPont’s contribution to the Water District Settlement Fund will be reflected as "Restricted cash and cash equivalents" on the Condensed Consolidated Balance sheets at the time of funding as described above. Upon Final Court approval the settlement will be reflected as a cash outflow within cash flows from discontinued operations.
See Note 14 to the interim Consolidated Financial Statement for additional information.
Revolving Credit Facilities
On May 10, 2023, the Company entered into a new $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.
Spectrum Acquisition
On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (“Spectrum Acquisition”) for consideration of approximately $1.75 billion, $1.72 billion net purchase price after certain tax attributes. The Company utilized existing cash balances to complete the acquisition.
Share Buyback Programs
In November 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock (the “$5B Share Buyback Program"). The $5B Share Buyback Program expires on June 30, 2024, unless extended or shortened by the Board of Directors.
In the fourth quarter 2022, DuPont entered into accelerated share repurchase ("ASR") agreements with three financial counterparties. DuPont paid an aggregate of $3.25 billion to the counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $2.6 billion. The remaining $650 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders’ equity. The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the term of the ASR transaction, less an agreed upon discount. The ASR transaction was funded with cash on hand and will be completed in the third quarter 2023.
For the six months ended June 30, 2023, there were no purchases of the Company's common stock. At June 30, 2023, $2 billion is the approximate dollar value of shares that remain authorized for repurchases under the $5B Share Buyback Program repurchase authorization. The Company intends to enter accelerated share repurchase agreements, for the repurchase of the remaining $2 billion of common stock. The timing and number of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, 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 31, 2023, DuPont's credit ratings were as follows:
| Credit Ratings | Long-Term Rating | Short-Term Rating | Outlook | ||||||||
| Standard & Poor’s | BBB+ | A-2 | Stable | ||||||||
| Moody’s Investors Service | Baa1 | P-2 | Stable | ||||||||
| Fitch Ratings | BBB+ | F-2 | Stable |
The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The senior unsecured notes (the "2018 Senior Notes") also contain customary default provisions. The Five-Year Revolving Credit Facility and the $1B 364-Day Revolving Credit Facilities 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, 2023, the Company was in compliance with this financial covenant.
Summary of Cash Flows
Beginning in the second quarter of 2023, the Company has segregated the cash flows from discontinued operations from the cash flows from continuing operations in accordance with ASC 230, Statement of Cash Flows. The interim Consolidated Statements of Cash Flows have been recast for all periods to reflect the change in presentation.
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 Flow Summary | Six Months Ended | |||||||
| In millions | June 30, 2023 | June 30, 2022 | ||||||
| Cash provided by (used for) from continuing operations: | ||||||||
| Operating activities | $ | 805 | $ | 486 | ||||
| Investing activities | $ | 951 | $ | (51) | ||||
| Financing activities | $ | (377) | $ | (658) | ||||
| Cash used in discontinued operations | $ | (126) | $ | (246) | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | $ | (29) | $ | (78) | ||||
Cash Flows from Operating Activities - Continuing Operations
In the first six months of 2023, cash provided by operating activities of continuing operations was $805 million, compared with $486 million in the same period last year. The increase in cash provided by operating activities of continuing operations is primarily due to the release of cash from accounts and notes receivable and a decrease in cash used for inventory and other assets and liabilities partially offset by lower net income and cash used by accounts payable.
The table below reflects net working capital on a continuing operations basis:
| Net Working Capital 1 | June 30, 2023 | December 31, 2022 | ||||||
| In millions (except ratio) | ||||||||
| Current assets | $ | 9,812 | $ | 9,979 | ||||
| Current liabilities | 3,604 | 3,587 | ||||||
| Net working capital | $ | 6,208 | $ | 6,392 | ||||
| Current ratio | 2.72:1 | 2.78:1 |
1.Net working capital has been presented to exclude the assets and liabilities related to the Delrin Divestiture. The assets and liabilities related to the Delrin Divestiture are presented as assets of discontinued operations and liabilities of discontinued operations, respectively.
Cash Flows from Investing Activities - Continuing Operations
In the first six months of 2023, cash provided by investing activities of continuing operations was $951 million, compared with cash used for investing activities of continuing operations of $51 million in the first six months of 2022. The increase in cash provided by investing activities of continuing operations is primarily attributable to an increase in proceeds from sales and maturities of investments partially offset by the absence of cash proceeds from the sale of businesses.
Cash Flows from Financing Activities - Continuing Operations
In the first six months of 2023, cash used for financing activities of continuing operations was $377 million compared with $658 million in the same period last year. The decrease in cash used for financing activities of continuing operations is primarily attributable to the decrease in cash used for purchases of common stock partially offset by the decrease in cash provided by short-term borrowings and proceeds from issuance of Company stock.
Cash Flows from Discontinued Operations
In the first six months of 2023, cash used from discontinued operations was $126 million compared with $246 million in the same period last year. The cash used from discontinued operations includes MOU activity, refer to Note 4 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® as discontinued operations. The interim Consolidated Statements of Cash Flows for the six months ended June 30, 2022, present the financial results of the M&M Businesses as discontinued operations.
Dividends
On February 6, 2023, the Board of Directors declared a first quarter 2023 dividend of $0.36 per share, paid on March 15, 2023, to shareholders of record on February 28, 2023.
On April 19, 2023, the Board of Directors declared a second quarter 2023 dividend of $0.36 per share, paid on June 15, 2023, to shareholders of record on May 31, 2023.
On June 27, 2023, the Company announced that its Board declared a third quarter dividend of $0.36 per share payable on September 15, 2023, to shareholders of record on July 31, 2023.
Pension and Other Post-Employment Plans
DuPont expects to make additional contributions in the aggregate of approximately $35 million by year-end 2023 to pension and other post-employment benefit plans, including plans held in discontinued operations. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.
Restructuring
In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational structures following the M&M Divestitures (the "2022 Restructuring Program"). As a result in the fourth quarter 2022, the Company recorded pre-tax restructuring charges of $86 million inception to date, comprised of $76 million of severance and related benefit costs and $10 million of asset related charges. At June 30, 2023, total liabilities related to the 2022 Restructuring Program were $49 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.
See Note 6 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.
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