DUPONT DE NEMOURS, INC. 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:
•Overview
•Result of Operations •Segment Results •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 ofJune 30, 2022 , the Company has$2.1 billion of working capital and approximately$1.4 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 Intended Divestitures OnFebruary 17, 2022 , DuPont entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") to divest a majority of the historic 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") for$11 billion in cash, subject to customary transaction adjustments in accordance with the Transaction Agreement. Closing is expected around the end of 2022, subject to customary closing conditions and regulatory approvals. The Company also announced onFebruary 18, 2022 that its Board of Directors approved of the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture"), subject to entry into a definitive agreement and satisfaction of closing conditions. The Delrin® Divestiture together with the M&M Divestiture discussed above (the "M&M Divestitures") represent a strategic shift that will have a major impact on DuPont's operations and results. The financial position of DuPont as ofJune 30, 2022 andDecember 31, 2021 present the businesses to be divested as part of the M&M Divestiture and the Delrin® Divestiture (the "M&M Businesses") as assets and liabilities held for sale, presented as discontinued operations. The results of operations for the three and six months endedJune 30, 2022 and 2021 present the financial results of the M&M Businesses as discontinued operations. The cash flows and comprehensive income of the M&M Businesses have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income, respectively, 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. The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, previously reported within the historic 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 applied for all periods presented.
Biomaterials
In the second quarter of 2022, the Company completed the sale of its Biomaterials business unit, within Corporate & Other. See Note 4 to the interim Consolidated Financial Statements for additional information.
Macroeconomic Conditions
Certain macroeconomic factors, including the inflationary cost environment and
supply chain disruptions, along with the novel coronavirus ("COVID-19") and its
variants, continue to adversely impact the global economy, including certain
suppliers of the
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Company's key raw materials. Within the second quarter of 2022, while end-market
demand remained strong, the Company experienced rising costs of raw materials
due to inflationary pressures and experienced supply chain challenges partially
driven by COVID-19, including the impact of government-mandated lockdowns in
China . At this time, the Company is not able to predict the extent to which
these macroeconomic events may impact its consolidated results of operations or
financial condition.
Russia , Belarus , Ukraine
With respect to the war in the Ukraine , the Company's business and operational
environment is impacted by, among other things, responsive governmental actions
including sanctions imposed by the U.S. and other governments. In the second
quarter of 2022, the Company exited substantially all business operations in
Russia , the net sales from which are less than one percent of DuPont's
consolidated net sales in 2021. The Company does not have operations in the
Ukraine . DuPont has experienced supply chain challenges and increased logistics,
raw material and energy costs due in part to the negative impact on the global
economy from the ongoing war in Ukraine . The extent to which the conflict may
continue to impact DuPont in future periods will depend on future developments,
including the severity and duration of the conflict, its impact on regional and
global economic conditions, and the extent of supply chain disruptions. DuPont
will continue to monitor the conflict and assess the related sanctions and other
effects and may take further actions if necessary.
Dividends
OnJune 30, 2022 , the Company announced that its Board declared a third quarter dividend of$0.33 per share payable onSeptember 15, 2022 , to shareholders of record onJuly 29, 2022 . OnApril 21, 2022 , the Board of Directors declared a second quarter dividend of$0.33 per share, which was paid onJune 15, 2022 , to shareholders of record onMay 31, 2022 . Laird Acquisition OnJuly 1, 2021 , the Company completed the acquisition of Laird Performance Materials ("Laird PM") fromAdvent International . The Company paid for the acquisition from existing cash balances. See Note 3 to the interim Consolidated Financial Statements and "Liquidity and Capital Resources" for more information. N&B Transaction OnFebruary 1, 2021 , the Company completed the divestiture of the Nutrition & Biosciences ("N&B") business toInternational Flavors & Fragrance Inc. ("IFF"). The distribution was effected through an exchange offer (the "Exchange Offer") and the consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the "N&B Merger" and, together with the Exchange Offer, the "N&B Transaction"). The results of operations of DuPont for the three and six months endedJune 30, 2021 present the historical financial results of N&B as discontinued operations. The cash flows and comprehensive income related to N&B have not been segregated and are included in the interim Consolidated Statements of Cash Flows and interim Consolidated Statements of Comprehensive Income, respectively, for the applicable periods. 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 N&B. See Note 4 to the interim Consolidated Financial Statements for additional information on the N&B Transaction. 43 -------------------------------------------------------------------------------- Table of Contents RESULTS OF OPERATIONS Summary of Sales Results Three
Months Ended Six Months Ended June
June 30, 30,
In millions 2022 2021 2022 2021
Net sales $ 3,322 $ 3,104 $ 6,596 $ 6,121 The following table summarizes sales variances by segment and geographic region from the prior year:
Sales Variances by Segment and
Three Months Ended June 30, 2022 Six Months Ended June 30, 2022
Percentage change from Local Price & Local Price &
prior year Product Mix Currency Volume Portfolio & Other Total Product Mix Currency Volume Portfolio & Other Total Electronics & Industrial 2 % (3) % 6 % 11 % 16 % 1 % (2) % 7 % 11 % 17 % Water & Protection 12 (3) (3) - 6 11 (3) (1) - 7 Corporate & Other 1 12 (2) (3) (27) (20) 11 (2) (4) (25) (20) Total 8 % (3) % 1 % 1 % 7 % 7 % (2) % 2 % 1 % 8 % U.S. & Canada 12 % - % 1 % - % 13 % 11 % - % 4 % - % 15 % EMEA 2 9 (8) (1) 2 2 9 (7) - 1 3 Asia Pacific 4 (3) 2 2 5 3 (2) 2 2 5 Latin America 10 1 4 1 16 8 - 4 2 14 Total 8 % (3) % 1 % 1 % 7 % 7 % (2) % 2 % 1 % 8 %
1.Corporate & Other includes activities of the Retained Businesses and
previously divested businesses.
2.Europe,
The Company reported net sales for the three months endedJune 30, 2022 of$3.3 billion , up 7 percent from$3.1 billion for the three months endedJune 30, 2021 , due to an 8 percent increase in local price and product mix, a 1 percent increase in volume, and a 1 percent increase in portfolio actions, partially offset by a 3 percent unfavorable currency impact. Local price and product mix increased across all operating segments, primarily within Water & Protection (up 12 percent), Corporate & Other (up 12 percent) and Electronics & Industrial (up 2 percent). Local price and product mix increased across all regions. Volume increase was driven by Electronics & Industrial (up 6 percent), partially offset by Water & Protection (down 3 percent) and Corporate & Other (down 3 percent). Portfolio and other changes contributed 1 percent growth as the addition of Laird PM in Electronics & Industrial (up 11 percent) was partially offset by declines within Corporate & Other (down 27 percent) due to the sale of businesses. Currency was down 3 percent compared with the same period last year, primarily driven by the weakening of the euro against theU.S. dollar in EMEA (down 8 percent). Net sales for the six months endedJune 30, 2022 were$6.6 billion , up 8 percent from$6.1 billion for the six months endedJune 30, 2021 , due to a 7 percent increase in local price and product mix, a 2 percent increase in volume, and a 1 percent increase in portfolio actions, partially offset by a 2 percent unfavorable currency impact. Local price and product mix increased across all operating segments, Water & Protection (up 11 percent), Corporate & Other (up 11 percent) and Electronics & Industrial (up 1 percent). Local price and product mix increased across all regions. Volume increase was driven by Electronics & Industrial (up 7 percent), partially offset by Corporate & Other (down 4 percent) and Water & Protection (down 1 percent). Portfolio and other changes contributed 1 percent growth as the addition of Laird PM in Electronics & Industrial (up 11 percent) was partially offset by declines within Corporate & Other (down 25 percent) due to the sale of businesses. Currency was down 2 percent compared with the same period last year, primarily driven by the weakening of the euro against theU.S. dollar in EMEA (down 7 percent). Cost of Sales Cost of sales was$2.1 billion for the three months endedJune 30, 2022 , up from$2.0 billion for the three months endedJune 30, 2021 . Cost of sales increased for the three months endedJune 30, 2022 primarily due to increased sales volume, higher raw materials costs and higher logistics costs. Cost of sales as a percentage of net sales for the three months endedJune 30, 2022 was 65 percent compared with 63 percent for the three months endedJune 30, 2021 . For the six months endedJune 30, 2022 , cost of sales was$4.3 billion , up from$3.8 billion for the six months endedJune 30, 2021 . Cost of sales increased for the six months endedJune 30, 2022 primarily due to increased sales volume, currency impacts, and higher raw materials and logistics costs. 44 -------------------------------------------------------------------------------- Table of Contents Cost of sales as a percentage of net sales for the six months endedJune 30, 2022 was 65 percent compared with 62 percent for the six months endedJune 30, 2021 . Research and Development Expenses ("R&D") R&D expenses totaled$141 million in the second quarter of 2022, up from$133 million in the second quarter of 2021. R&D as a percentage of net sales was consistent period over period at 4 percent for the three months endedJune 30, 2022 and 2021. For the first six months of 2022, R&D expenses totaled$284 million up from$272 million in the first six months of 2021. R&D as a percentage of net sales was consistent period over period at 4 percent for the six months endedJune 30, 2022 and 2021. Selling, General and Administrative Expenses ("SG&A") SG&A expenses were$385 million in the second quarter of 2022, down from$395 million in the second quarter of 2021. SG&A as a percentage of net sales was 12 percent and 13 percent for the three months endedJune 30, 2022 and 2021, respectively. The decline for the three months endedJune 30, 2022 as compared with the same period of the prior year was primarily due to currency fluctuations and lower personnel related expenses. For the first six months of 2022, SG&A expenses totaled$774 million , down from$790 million in the first six months of 2021. SG&A as a percentage of net sales was 12 percent and 13 percent for the six months endedJune 30, 2022 and 2021, respectively. The decline for the six months endedJune 30, 2022 as compared with the same period of the prior year was primarily due to currency fluctuations and lower personnel related expenses. Amortization of Intangibles Amortization of intangibles was$148 million in the second quarter of 2022, up from$127 million in the second quarter of 2021. In the first six months of 2022, amortization of intangibles was$301 million , up from$252 million in the same period of the prior year. The increase for the three and six months endedJune 30, 2022 as compared with the same period of the prior year was primarily due to the amortization of the intangible assets acquired in theJuly 1, 2021 Laird PM acquisition. Restructuring and Asset Related Charges - Net Restructuring and asset related charges - net were zero in the second quarter of 2022, down from$5 million in the second quarter of 2021. The activity in the second quarter of 2021 is primarily related to the 2020 Restructuring Program. In the first six months of 2022, restructuring and asset related charges - net were$101 million , up from$7 million in the same period last year. The activity for the six months of 2022 includes a$94 million impairment charge related to an equity method investment. The activity for the six months of 2021 is primarily related to the 2020 Restructuring Program.
See Note 6 to the interim Consolidated Financial Statements for additional information.
Acquisition, Integration and Separation Costs Acquisition, integration and separation costs were$13 million in the second quarter of 2022, down from$21 million in the second quarter of 2021. In the first six months of 2022, acquisition, integration and separation costs were$23 million , down from$29 million in the same period of the prior year. Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees. For the three and six months endedJune 30, 2022 these costs were primarily related to costs associated with the divestiture of the Biomaterials business unit, the prior year acquisition of Laird PM and the Intended Rogers Acquisition. Comparatively, for the three and six months endedJune 30, 2021 these costs were primarily associated with the execution of activities related to strategic initiatives including the divestiture of the Biomaterials business unit inMay 2022 , the prior year acquisition of Laird PM and the divestitures of the Clean Technologies and Solamet® business units. See Note 3 to the interim Consolidated Financial Statements for additional information. Separation costs associated with the M&M Divestitures are reported within "Income from discontinued operations, net of tax" in the interim Consolidated Statements of Operations. See Note 4 to the interim Consolidated Financial Statements for additional information. Equity in Earnings of Nonconsolidated AffiliatesThe Company's share of the earnings of nonconsolidated affiliates was$20 million in the second quarter of 2022 and 2021. In the first six months of 2022, the Company's share of the earnings of nonconsolidated affiliates was$46 million , up from$43 million in the first six months of 2021. The increase is primarily due to higher equity earnings across the portfolio in the first quarter of 2022. 45 -------------------------------------------------------------------------------- Table of Contents 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 2022 was income of$94 million compared with income of$135 million in the second quarter of 2021. 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 division of$26 million and$37 million related to a stock sale within the Water & Protection segment. The second quarter of 2021 included benefits related to the sale of assets within Corporate & Other of$140 million and income related to non-operating pension and other post-employment benefit credits of$7 million , partially offset by foreign currency exchange losses of$10 million . In the first six months of 2022, sundry income (expense) - net was income of$97 million compared with income of$154 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 division of$26 million and$37 million related to a stock sale within the Water & Protection segment. The first six months of 2021 included benefits related to the sale of assets within Corporate & Other and the Electronics & Industrial segment of$140 million and$24 million , respectively, and income related to non-operating pension and other post-employment benefit credits of$13 million , partially offset by miscellaneous expenses of$19 million and foreign currency exchange losses of$16 million . Interest Expense Interest expense was$122 million and$129 million for the three months endedJune 30, 2022 and 2021, respectively. Interest expense was$242 million and$275 million for the six months endedJune 30, 2022 and 2021, respectively. The decrease in interest expense for both the three and six months endedJune 30, 2022 compared to the same period of the prior year primarily relates to the reduction in long-term debt following the N&B Transaction, specifically the early repayment of the$3.0 billion Term Loan Facilities inFebruary 2021 and the redemption of theMay 2020 notes completed inMay 2021 . Refer to Note 15 to the interim Consolidated Financial Statements for additional information. Provision for Income Taxes on Continuing OperationsThe 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 2022 was 23.6 percent, compared with an effective tax rate of 19.1 percent for the second quarter of 2021. The effective tax rate differential for the second quarter of 2022 was principally the result of a$9 million tax expense due to a change in valuation allowance associated with forecastedU.S. branch foreign tax credit utilization. The effective tax rate differential for the second quarter of 2021 included a$12 million tax benefit relating to the impact of changes in tax law enacted during the quarter. For the first six months of 2022, the effective tax rate on continuing operations was 21.1 percent, compared with 10.5 percent for the first six months of 2021. The effective tax rate for the second quarter and for the first six months of 2021 was principally the result of a$59 million tax benefit related to the step-up in tax basis in the goodwill of the Company's European regional headquarters legal entity. 46
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SEGMENT RESULTS
EffectiveFebruary 2022 , the revenues and certain expenses of the M&M Businesses were classified as discontinued operations in the current and historical periods. The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines within the historic Mobility & Materials segment (the "Retained Businesses") are not 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 Mobility & Material Businesses costs that are classified as discontinued operations include only direct operating expenses incurred by the M&M Businesses which the Company will cease to incur upon the close of the M&M Divestitures. 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 include costs related to activities the Company will continue to undertake post-closing of the M&M Divestiture, and for which it will be reimbursed ("Future Reimbursable Indirect Costs"). 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 23 to the interim Consolidated Financial Statements. 47 -------------------------------------------------------------------------------- Table of Contents 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 June 30, June 30, In millions June 30, 2022 2021 June 30, 2022 2021 Net sales$ 1,527 $ 1,320 $ 3,063 $ 2,620 Operating EBITDA$ 480 $ 424 $ 956$ 860 Equity earnings$ 9 $ 10 $ 19$ 19 Electronics & Industrial Three Months Ended Six Months Ended Percentage change from prior year June 30, 2022 June 30, 2022 Change inNet Sales from Prior Period due to: Local price & product mix 2 % 1 % Currency (3) (2) Volume 6 7 Portfolio & other 11 11 Total 16 % 17 % Electronics & Industrial net sales were$1,527 million for the three months endedJune 30, 2022 , up 16 percent from$1,320 million for the three months endedJune 30, 2021 . Net sales increased due to an 11 percent increase in portfolio, a 6 percent increase in volume and a 2 percent increase in local price, partially offset by 3 percent unfavorable currency impact. The portfolio impact reflects theJuly 1, 2021 acquisition of Laird PM. Volume growth was led by Semiconductor Technologies which was driven by continued transition to more advanced node technologies, growth in high performance computing, 5G communications and data centers. Volume gains in Industrial Solutions were driven by growth in display materials, healthcare and industrial markets. Within Interconnect Solutions, volume gains in industrial markets were more than offset by weakness in smartphones, personal computing and automotive markets. Operating EBITDA was$480 million for the three months endedJune 30, 2022 , up 13 percent compared with$424 million for the three months endedJune 30, 2021 primarily driven by the acquisition of Laird PM, volume growth and price gains, partially offset by higher raw materials and logistics costs. Electronics & Industrial net sales were$3,063 million for the six months endedJune 30, 2022 , up 17 percent from$2,620 million for the six months endedJune 30, 2021 . Net sales increased due to an 11 percent increase in portfolio, a 7 percent increase in volume and a 1 percent increase in local price, partially offset by 2 percent unfavorable currency impact. The portfolio impact reflects theJuly 1, 2021 acquisition of Laird PM. Volume growth was led by Semiconductor Technologies which was driven by transition to more advanced node technologies, growth in high performance computing and 5G communications. Within Industrial Solutions, volume gains were driven by growth in display materials, healthcare and industrial markets. Within Interconnect Solutions, volume gains in industrial markets were more than offset by weakness in consumer electronics. Operating EBITDA was$956 million for the six months endedJune 30, 2022 , up 11 percent compared with$860 million for the six months endedJune 30, 2021 driven by the acquisition of Laird PM, strong volume growth and price gains, partially offset by higher raw materials and logistics costs and the absence of a gain on an asset sale. 48
-------------------------------------------------------------------------------- Table of Contents WATER & PROTECTION The Water & Protection segment is a leading provider of engineered products and integrated systems for a number of industries including worker safety, water purification and separation, aerospace, energy, medical packaging and building materials. The segment satisfies the growing global needs of businesses, governments, and consumers for solutions that make life safer, healthier, and better. By uniting market-driven science with the strength of highly regarded brands, the segment strives to bring new products and solutions to solve customers' needs faster, better and more cost effectively. Water & Protection Three Months Ended Six Months Ended In millions June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net sales$ 1,497 $ 1,412 $ 2,926 $ 2,740 Operating EBITDA$ 348 $ 352 $ 689 $ 707 Equity earnings$ 8 $ 8 $ 22 $ 20 Water & Protection Three Months Ended Six Months Ended Percentage change from prior year June 30, 2022 June 30, 2022 Change inNet Sales from Prior Period due to: Local price & product mix 12 % 11 % Currency (3) (3) Volume (3) (1) Portfolio & other - - Total 6 % 7 % Water & Protection net sales were$1,497 million for the three months endedJune 30, 2022 , up 6 percent from$1,412 million for the three months endedJune 30, 2021 . Net sales increased due to a 12 percent increase in local price, partially offset by a 3 percent decrease in volume and a 3 percent unfavorable currency impact. Strong demand in Shelter Solutions in residential construction markets and continued growth in commercial construction were offset by volume declines in Safety Solutions. Within Water & Protection pricing actions throughout the segment were driven by Shelter Solutions and Safety Solutions. Operating EBITDA was$348 million for the three months endedJune 30, 2022 , down 1 percent compared with$352 million for the three months endedJune 30, 2021 as pricing actions were more than offset by volume declines and higher raw material, logistics and energy costs. Water & Protection net sales were$2,926 million for the six months endedJune 30, 2022 , up 7 percent from$2,740 million for the six months endedJune 30, 2021 . Net sales increased due to a 11 percent increase in local price, partially offset by a 3 percent unfavorable currency impact and a 1 percent decrease in volume. Strong demand in Shelter Solutions in residential construction markets and improvement in commercial construction as well as increased demand for water technologies within Water Solutions were offset by volume declines in Safety Solutions. Within Water & Protection pricing actions throughout the segment were driven by Shelter Solutions and Safety Solutions. Operating EBITDA was$689 million for the six months endedJune 30, 2022 , down 3 percent compared with$707 million for the six months endedJune 30, 2021 as pricing actions were more than offset changes in product mix, higher raw material, logistics and energy costs, and volume declines. 49 -------------------------------------------------------------------------------- Table of Contents Corporate & Other Corporate & Other includes sales and activity of the Retained Businesses including the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, previously reported in the historic Mobility & Materials segment. Related to the M&M Divestitures, Corporate & Other includes Stranded Costs and Future Reimbursable Indirect Costs. The results of Corporate & Other include the sales and activity of previously divested businesses including the operations of Biomaterials, Clean Technologies, and Solamet® business units. Corporate & Other also includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable segments. Corporate & Other Three Months Ended Six Months Ended In millions June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net sales$ 298 $ 372$ 607 $ 761 Operating EBITDA$ 1 $ 4$ 2 $ 16 Equity earnings$ 3 $ 2$ 5 $ 4 Corporate & Other net sales were$298 million for the three months endedJune 30, 2022 , down from$372 million for the three months endedJune 30, 2021 . Net sales primarily decreased due to the divestitures of the Biomaterials business inMay 2022 and the Clean Technologies and Solamet® businesses in the second half of 2021. Corporate & Other net sales were$607 million for the six months endedJune 30, 2022 , down from$761 million for the six months endedJune 30, 2021 . Net sales primarily decreased due to the divestitures of the Clean Technologies and Solamet® businesses in the second half of 2021. 50 -------------------------------------------------------------------------------- Table of Contents CHANGES IN FINANCIAL CONDITION Liquidity & Capital Resources Information related to the Company's liquidity and capital resources can be found in the Company's 2021 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the six months endedJune 30, 2022 . The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase the Company's optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. The Company's primary source of incremental liquidity is cash flows from operating activities. Management expects the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company's and its subsidiaries' obligations as they come due. In millions June 30, 2022 December 31, 2021 Cash and cash equivalents$ 1,439 $ 1,972 Total debt$ 11,286 $ 10,782 The Company's cash and cash equivalents atJune 30, 2022 andDecember 31, 2021 were$1.4 billion and$2.0 billion , respectively, of which$1.2 billion atJune 30, 2022 and$1.4 billion atDecember 31, 2021 were held by subsidiaries in foreign countries, includingUnited States territories. The decrease in cash and cash equivalents held by subsidiaries in foreign countries is due to repatriation activities partly offset by operating cash flows during the period. 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 tothe United States .
Total debt at
As ofJune 30, 2022 , the Company is contractually obligated to make future cash payments of$10.7 billion and$5.7 billion associated with principal and interest, respectively, on debt obligations assuming held to maturity. Related to the principal balance, all payments will be due subsequent toDecember 31, 2022 . Related to interest,$509 million will be due in the next twelve months and the remainder will be due subsequent toJune 30, 2023 . Special Cash Payment In connection with and in accordance with the terms of the N&B Transaction, prior to consummation of the Exchange Offer and the N&B Merger, DuPont received a one-time cash payment of approximately$7.3 billion , (the "Special Cash Payment") pursuant to the terms of the N&B Separation and Distribution Agreement. The Company utilized the Special Cash Payment to repay the$3 billion Term Loan Facilities and used a portion of the Special Cash Payment to redeem theMay 2020 Notes, as discussed below. Term Loan Facilities OnFebruary 1, 2021 , the Company terminated its fully drawn$3 billion term loan facilities. The termination triggered the repayment of the aggregate outstanding principal amount of$3 billion , plus accrued and unpaid interest through and includingJanuary 31, 2021 . The Company funded the repayment with proceeds from the Special Cash Payment. Revolving Credit Facilities OnApril 12, 2022 , the Company entered into a new$2.5 billion five-year revolving credit facility (the "Five-Year Revolving Credit Facility"). As of the effectiveness of the Five-Year Revolving Credit Facility, the Company's prior$3 billion five-year revolving credit facility entered inMay 2019 was terminated. All material conditions and covenants in the Five-Year Revolving Credit Facility are consistent with those of the prior, terminated credit facility. The Five-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. OnApril 12, 2022 , the Company entered into an updated$1.0 billion 364-day revolving credit facility (the "2022$1B Revolving Credit Facility") as the$1.0 billion 364-day revolving credit facility entered inApril 2021 (the "2021$1B Revolving Credit Facility") had an expiration date in mid-April. As of the effectiveness of the 2022$1B Revolving Credit Facility, the 2021$1B Revolving Credit Facility was terminated. The 2022$1B Revolving Credit facility may be used for general corporate purposes. 51 -------------------------------------------------------------------------------- Table of Contents InJuly 2022 , the Company drew down$600 million under the 2021$1B Revolving Credit Facility in order to facilitate certain intercompany internal restructuring steps related to the M&M Divestiture. The Company expects the borrowing to be repaid by the end of 2022.May 2020 Debt Offering OnMay 1, 2020 , the Company completed an underwritten public offering of senior unsecured notes (the "May 2020 Notes") in the aggregate principal amount of$2 billion of 2.169 percent fixed rate Notes dueMay 1, 2023 (the "May 2020 Debt Offering"). Upon consummation of the N&B Transaction, the special mandatory redemption feature of theMay 2020 Debt Offering was triggered, requiring the Company to redeem all of theMay 2020 Notes at a redemption price equal to 100% of the aggregate principal amount of theMay 2020 Notes plus accrued and unpaid interest. The Company redeemed theMay 2020 Notes onMay 13, 2021 and funded the redemption with proceeds from the Special Cash Payment. Laird Performance Materials OnJuly 1, 2021 , the Company completed the acquisition of Laird PM fromAdvent International for aggregate consideration of$2.4 billion , which reflects adjustments, including for acquired cash and net working capital. The acquisition is part of the Interconnect Solutions business within the Electronics & Industrial segment. The Company paid for the acquisition from existing cash balances. Intended Rogers Acquisition OnNovember 2, 2021 , the Company announced that it had entered into a definitive agreement to acquire all the outstanding shares of Rogers for about$5.2 billion . Concurrent with the signing of the definitive agreement, the Company entered into a Bridge Commitment Letter (the "Bridge Letter") in an aggregate principal amount of$5.2 billion to secure committed financing for the Intended Rogers Acquisition. OnNovember 22, 2021 , the Company entered into a two-year senior unsecured committed term loan agreement in the amount of$5.2 billion (the "2021 Term Loan Facility"). The 2021 Term Loan Facility is intended to fund the Intended Rogers Acquisition and will be drawn upon contemporaneously with the close of the Intended Rogers Acquisition. The 2021 Term Loan Facility is required to be repaid upon completion of the M&M Divestiture. Commensurate with the entry into the 2021 Term Loan Facility, the commitments under the Bridge Letter were terminated.
The acquisition of Rogers is expected to close in the third quarter of 2022 subject to regulatory approvals and other customary closing conditions.
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. AtJuly 30, 2022 , 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 Negative 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 2021 Term Loan Facility, the Five-Year Revolving Credit Facility, the 2022$1B Revolving Credit Facilities and the revolving credit facilities entered into in 2022 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. AtJune 30, 2022 , the Company was in compliance with this financial covenant. 52
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