NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In these notes, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries. The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the interim statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the full year. These interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the Company's Current Report on Form 8-K filed on May 2, 2025, collectively referred to as the "Recast 2024 Annual Report," which was filed in order to recast the Company's 2024 Annual Report on Form 10-K to reflect the changes in the Company's reportable segments. The interim Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained.
Effective in the first quarter of 2025, in light of the Electronics Separation, the Company realigned its management and reporting structure. This realignment resulted in a change in reportable segments in the first quarter of 2025 which changed the manner in which the Company reports financial results by segment, (the "Q1 2025 Segment Realignment"). As a result, commencing with the first quarter of 2025, the businesses separated as part of the Electronics Separation are reported separately from the Industrials businesses of DuPont. The Consolidated Financial Statements have been recast for all periods presented to reflect the new two segment reporting structure as described below:
•ElectronicsCo includes the businesses within the Semiconductor Technologies and Interconnect Solutions lines of business, as well as the electronics-related product lines previously within Industrial Solutions, including electronics polymers and perfluoroeasltomer materials and parts (Kalrez®).
•IndustrialsCo includes the businesses within the former Water & Protection segment, the healthcare and non-electronics businesses, including Vespel® parts and shapes, previously in Industrial Solutions and the Auto Adhesives & Fluids, MultibaseTM and Tedlar® businesses, previously within Corporate & Other.
Qnity Spin-Off
Subsequent to the quarter ended September 30, 2025, on November 1, 2025, DuPont completed the previously announced separation of its Electronics business, which includes its semiconductor technologies and interconnect solutions businesses, into an independent public company, Qnity Electronics, Inc. (“Qnity”), (the "Qnity Spin-Off"). As a result, beginning in the fourth quarter of 2025, Qnity's financial results will be reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.
The ElectronicsCo segment remains in continuing operations for all periods presented in this Form 10-Q.
See Note 22 for more information.
Aramids Divestiture
On August 29, 2025, DuPont entered into a transaction agreement to sell the Company’s Aramids business. See Note 4 for more information.
The interim Condensed Consolidated Balance Sheets of DuPont as of September 30, 2025 and December 31, 2024, present the Aramids business as discontinued operations. The interim Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 and the interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024, present the financial results and cash flows of the Aramids business as discontinued operations. The comprehensive income of Aramids business has not been segregated and is 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 refers only to DuPont's continuing operations and does not include discussion of balances or activity of the Aramids business.
NOTE 2 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07") to improve disclosure requirements about reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. The new guidance requires disclosures of significant segment expenses regularly provided to the Chief Operating Decision Maker ("CODM") and included in reported measures of segment profit and loss. Disclosure of the title and position of the CODM is required. The guidance requires interim and annual disclosures about a reportable segment's profit or loss and assets. Additionally, the guidance requires disclosure of other segment items by reportable segment including a description of its composition. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. The disclosures have been implemented as required for the three and nine months ended September 30, 2025 and 2024. See Note 21 for more information.
Accounting Guidance Issued But Not Adopted at September 30, 2025
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09") to improve transparency and disclosure requirements for the rate reconciliation, income taxes paid and other tax disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, on a prospective basis. The disclosures will be implemented as required for the year-ended December 31, 2025. The Company is currently evaluating the impact of adopting this guidance.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, "Income Statement: Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures" ("ASU 2024-03") to improve disclosures about the nature of expenses within line items on the statements of operations. The amendments in ASU 2024-03 are effective for the Company's 2027 annual report and subsequent interim periods; however, early adoption is permitted. The amendments can be applied prospectively or retrospectively to all periods presented. The Company is currently evaluating the impact of adopting this guidance.
In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”) to modernize the accounting for internal-use software costs and improve operability of the guidance across different software development project stages. The amendments in ASU 2025-06 are effective for the Company’s 2028 annual and quarterly reports; however, early adoption is permitted. The amendments can be applied prospectively, retrospectively, or using a modified transition approach. The Company is currently evaluating the impact of adopting this guidance.
NOTE 3 - ACQUISITIONS
Sinochem Acquisition
On September 29, 2025, DuPont signed an agreement to acquire Sinochem (Ningbo) RO Memtech Co., Ltd. ("Sinochem"). Sinochem is a reverse osmosis manufacturer in China and the Asia Pacific region, (the “Sinochem Acquisition”). A $56 million prepayment, paid with existing cash balances, was executed in September which is reflected within “Prepaid and other current assets” in the interim Condensed Consolidated Balance Sheets. The transaction closed on October 10, 2025, subsequent to quarter end and will be part of the Healthcare & Water Technologies segment after the Q4 2025 Segment Realignment.
The Company will apply the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” to the Sinochem Acquisition which requires that the Sinochem assets acquired and liabilities assumed be recognized on the Company’s balance sheet at their respective fair values as of the acquisition date. The Company expects to complete the preliminary purchase price allocation for the business combination during the fourth quarter of 2025. Due to the timing of the acquisition, as of the date of issuance of these interim Consolidated Financial Statements, the Company is not yet able to provide the amounts recognized as of the acquisition date for major classes of Sinochem assets acquired and liabilities assumed.
Donatelle Plastics Acquisition
On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC and certain related real estate (together, "Donatelle Plastics"), for a net purchase price of $365 million (the "Donatelle Plastics Acquisition") which includes the estimated fair value for a contingent earn-out liability of $40 million, further discussed below. Donatelle Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices. Donatelle Plastics is part of the Healthcare & Water Technologies business within the IndustrialsCo segment.
The purchase accounting and purchase price allocation for Donatelle Plastics are complete. The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase allocation is considered final. The fair values allocated to the assets acquired and liabilities assumed on July 28, 2024 include total assets of $268 million and total liabilities of $17 million. The goodwill acquired as part of the Donatelle Plastics Acquisition was $114 million resulting in total net consideration of $365 million. The fair value of total assets acquired primarily includes $201 million of other intangible assets and $36 million of property plant and equipment. The remaining assets acquired primarily include cash and cash equivalents and inventory.
The significant fair value estimates included in the allocation of purchase price are discussed below.
Other Intangible Assets
Other intangible assets with definite lives primarily include customer relationships of $151 million and developed technology of $47 million. Customer relationships and developed technology have useful lives of 20 years and 15 years, respectively. The customer-related intangible assets' estimated fair value was determined using the multi-period excess earnings method while the developed technology fair values were determined utilizing the relief from royalty method.
Goodwill
The excess of the consideration for Donatelle Plastics over the net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $114 million of goodwill, which has been assigned to the IndustrialsCo segment. Goodwill is primarily attributable to the optimization of the combined Healthcare & Water Technologies business within IndustrialsCo segment and Donatelle Plastics businesses’ global activities across sales and manufacturing, as well as expected future customer relationships. The goodwill associated with the acquisition of Donatelle Plastics is deductible for U.S. tax purposes.
Contingent Earn-out Liability
The purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $85 million. The contingent earn-out liability was measured using a Monte Carlo simulation and the primary assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs, considered to be Level 3 measurements under the fair value hierarchy. The fair value of the contingent earn-out liability at the acquisition date was $40 million.
The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue. The Company recognized an adjustment to reflect the latest developments in the future achievement of the customer specific revenue being earned. For the three and nine months ended September 30, 2025, this adjustment resulted in a benefit of $7 million and $19 million, respectively, reflected in "Sundry income (expense) - net" within the interim Consolidated Statements of Operations. The fair value of the contingent earn-out liability at September 30, 2025 and December 31, 2024 was $21 million and $40 million, respectively, reflected in “Other noncurrent obligations” on the interim Condensed Consolidated Balance Sheets.
The Company evaluated the disclosure requirements under ASC 805, Business Combinations and determined Donatelle Plastics was not considered a material business combination for purposes of disclosing either the earnings of Donatelle Plastics since the date of acquisition or supplemental pro forma information.
NOTE 4 - DIVESTITURES
Aramids Divestiture
On August 29, 2025, DuPont announced a definitive agreement to sell the Aramids business (Kevlar® and Nomex®), (the "Aramids Business") to TJC LP, (“TJC”), in a transaction for gross consideration of $1.8 billion (the “Aramids Divestiture”). In accordance with the transaction agreement, at the closing of the Aramids Divestiture, DuPont will receive cash proceeds of approximately $1.2 billion, subject to customary transaction adjustments, an interest bearing note receivable of $300 million, and a non-controlling common equity interest valued at $325 million, which is expected to represent an approximate 17.5 percent stake at the time of the closing in the future Arclin holding company that will hold the Arclin global materials business and the Aramids Business (the "Equity Consideration"). The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions and receipt of regulatory approvals.
The Company has determined that the Aramids Divestiture meets the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on the Company’s operations and results.
The results of operations of the Aramids Divestiture are presented as discontinued operations as summarized below:
| | | | | | | | | | | | | | |
| Three Months Ended
September 30, | Nine Months Ended
September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
| Net sales | $ | 343 | | $ | 330 | | $ | 1,018 | | $ | 1,031 | |
| Cost of sales | 276 | | 259 | | 812 | | 805 | |
| Research and development expenses | 7 | | 8 | | 22 | | 23 | |
| Selling, general and administrative expenses | 14 | | 18 | | 49 | | 54 | |
| Amortization of intangibles | 11 | | 17 | | 43 | | 53 | |
| Restructuring and asset related charges - net | 52 | | — | | 54 | | 12 | |
| Goodwill impairment charges | — | | — | | 768 | | — | |
| Acquisition, integration and separation costs | 14 | | — | | 49 | | — | |
| Equity in earnings of nonconsolidated affiliates | 9 | | 7 | | 22 | | 22 | |
| Sundry income (expense) - net | 1 | | 1 | | 3 | | 3 | |
| Loss from classification to held for sale | (437) | | — | | (437) | | — | |
| (Loss) income from discontinued operations before income taxes | (458) | | 36 | | (1,191) | | 109 | |
| (Benefit from) provision for income taxes on discontinued operations | (86) | | 7 | | (72) | | 22 | |
| (Loss) income from discontinued operations, net of tax | (372) | | 29 | | (1,119) | | 87 | |
| Net loss from discontinued operations attributable to noncontrolling interests | — | | — | | (1) | | (1) | |
| (Loss) income from discontinued operations attributable to DuPont stockholders, net of tax | $ | (372) | | $ | 29 | | $ | (1,118) | | $ | 88 | |
During the third quarter of 2025, in connection with the announcement of the Aramids Divestiture and due to the changes in facts and circumstances relevant to potential impairment triggers, the Company performed an impairment analysis on the Aramids reporting unit's equity method investments. As a result of the analysis performed, the Company recorded pre-tax, non-cash impairment charges of $51 million to write-down the value of certain equity method investments. The charge was recognized in “Restructuring and asset related charges-net” in the summarized results of discontinued operations for the three and nine months ended September 30, 2025.
Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. Included within the fair value estimate calculation was the $300 million note receivable at a fair value of $183 million and the $325 million Equity Consideration. The fair value of the note receivable was determined using a market approach primarily based on current market interest rates for similar credit facilities and the duration of the note. The Equity Consideration fair value was determined using a contractually agreed-upon value per the transaction agreement. In the quarter ended September 30, 2025, the Company determined that the estimated fair value of the Aramids Business, less costs to sell, was lower than its carrying value and recorded a $437 million loss from classification to held for sale and a corresponding valuation allowance. The valuation allowance was subsequently reduced by the corresponding costs to sell incurred after the signing of the definitive agreement for the Aramids Divestiture. At September 30, 2025, the valuation allowance of $421 million was recorded against the assets held for sale within "Assets of discontinued operations" in the interim Condensed Consolidated Balance Sheets. The Company will revise the estimated fair value, less costs to sell, of the Aramids Business between signing and the expected closing in 2026 to account for factors such as final selling costs, market changes affecting the seller note, currency fluctuations, and the finalization of the allocation of sales proceeds for tax purposes among others and any updates will impact the valuation allowance.
The following table summarizes the major classes of assets and liabilities of the Aramids Divestiture classified as held for sale presented as discontinued operations at September 30, 2025 and December 31, 2024:
| | | | | | | | |
| In millions | September 30, 2025 | December 31, 2024 |
| Assets | | |
| Cash and cash equivalents | $ | 4 | | $ | 7 | |
| Accounts and notes receivable - net | 243 | | 188 | |
| Inventories | 445 | | 401 | |
| Prepaid and other current assets | 15 | | 18 | |
| Property, plant and equipment - net | 749 | | 754 | |
| Goodwill | — | | 754 | |
| Other intangible assets | 495 | | 537 | |
| Investments and noncurrent receivables | 202 | | 269 | |
| Deferred income tax assets | 32 | | 1 | |
| Deferred charges and other assets | 49 | | 74 | |
| Valuation allowance to adjust assets to estimated fair value less costs to sell | (421) | | — | |
| Total assets of discontinued operations | $ | 1,813 | | $ | 3,003 | |
| Liabilities | | |
| Accounts payable | $ | 144 | | $ | 143 | |
| Income taxes payable | 3 | | 3 | |
| Accrued and other current liabilities | 51 | | 43 | |
| | |
| Deferred income tax liabilities | 26 | | 53 | |
| Pension and other post employment benefits - noncurrent | 1 | | 6 | |
| Other noncurrent liabilities | 26 | | 27 | |
| Total liabilities of discontinued operations | $ | 251 | | $ | 275 | |
M&M Divestitures
On November 1, 2022, DuPont completed the previously announced divestiture of the majority of its 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”). On November 1, 2023, the Company closed the sale of the Delrin® business, (the “Delrin® Divestiture”). The Delrin® Divestiture and together with the M&M Divestiture, (collectively the "M&M Divestitures”) represented a strategic shift that had a major impact on DuPont's operations and results.
Other Discontinued Operations Activity
The Company recorded a loss from discontinued operations, net of tax, of $415 million and income of $12 million for the three months ended September 30, 2025 and 2024, respectively, and a loss of $1,365 million and income of $93 million for the nine months ended September 30, 2025 and 2024, respectively.
Discontinued operations activity consists of the following:
| | | | | | | | | | | | | | |
| (Loss) Income from Discontinued Operations, Net of Tax | Three Months Ended
September 30, | Nine Months Ended
September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
Aramids Divestiture 1 | $ | (372) | | $ | 29 | | $ | (1,118) | | $ | 88 | |
M&M Divestitures 2 | (1) | | (9) | | (1) | | (19) | |
MOU activity, net 3 | (19) | | (9) | | (198) | | (26) | |
Indemnification activity - environmental and legal 4 | (12) | | (1) | | (33) | | (6) | |
Tax related matters 5 | (10) | | 1 | | (8) | | 57 | |
| Other | (1) | | 1 | | (7) | | (1) | |
(Loss) income from discontinued operations, net of tax 6 | $ | (415) | | $ | 12 | | $ | (1,365) | | $ | 93 | |
1.The three and nine months ended September 30, 2025 reflects the loss from classification to held for sale of $437 million.
2.Primarily includes Acquisition, integration and separation costs.
3.Includes the activity for the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva Inc ("Corteva"), E. I. du Pont de Nemours and Company ("EIDP") and the Company. The nine months ended September 30, 2025, includes a charge related to the State of New Jersey legal matters discussed further in Note 14.
4.Primarily related to the DowDuPont ("DWDP") Separation and Distribution Agreement and the Letter Agreement between Corteva and EIDP. For additional information on these matters, refer to Note 14.
5.The three and nine months ended September 30, 2024 includes tax indemnification activity associated with divested businesses.
6.The three and nine months ended September 30, 2025 amounts are presented net of tax benefit of $91 million and $114 million, respectively. The three and nine months ended September 30, 2024, amounts are presented net of tax provision of $3 million and $2 million, respectively.
Acquisition, Integration and Separation Costs
"Acquisition, integration and separation costs" within the interim Consolidated Statements of Operations primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments. The Company recorded $139 million and $43 million in costs for the three months ended September 30, 2025 and 2024, respectively, and $383 million and $51 million for the nine months ended September 30, 2025 and 2024, respectively. For the three and nine months ended September 30, 2025 and 2024, these costs were primarily associated with the Electronics Separation.
NOTE 5 - REVENUE
Revenue Recognition
Products
Substantially all of DuPont's revenue is derived from product sales. Product sales consist of sales of DuPont's products to supply manufacturers and distributors. DuPont considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.
Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.
The net trade revenue table below reflects the Q1 2025 Segment Realignment structure.
| | | | | | | | | | | | | | |
| Net Trade Revenue by Segment and Business or Major Product Line | Three Months Ended
September 30, | Nine Months Ended
September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
| Healthcare & Water Technologies | $ | 832 | | $ | 769 | | $ | 2,412 | | $ | 2,186 | |
| Diversified Industrials | 965 | | 946 | | 2,745 | | 2,842 | |
| IndustrialsCo | $ | 1,797 | | $ | 1,715 | | $ | 5,157 | | $ | 5,028 | |
| Semiconductor Technologies | $ | 692 | | $ | 639 | | $ | 1,583 | | $ | 1,835 | |
| Interconnect Solutions | 583 | | 508 | | 1,980 | | 1,400 | |
| ElectronicsCo | $ | 1,275 | | $ | 1,147 | | $ | 3,563 | | $ | 3,235 | |
| Total | $ | 3,072 | | $ | 2,862 | | $ | 8,720 | | $ | 8,263 | |
| | | | | | | | | | | | | | |
| Net Trade Revenue by Geographic Region | Three Months Ended
September 30, | Nine Months Ended
September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
| U.S. & Canada | $ | 1,063 | | $ | 991 | | $ | 3,027 | | $ | 2,919 | |
EMEA 1 | 490 | | 443 | | 1,403 | | 1,317 | |
Asia Pacific 2 | 1,423 | | 1,338 | | 4,020 | | 3,767 | |
| Latin America | 96 | | 90 | | 270 | | 260 | |
| Total | $ | 3,072 | | $ | 2,862 | | $ | 8,720 | | $ | 8,263 | |
1.Europe, Middle East and Africa.
2.Net sales attributed to China/Hong Kong, for the three months ended September 30, 2025 and 2024 were $579 million and $600 million, respectively, while for the nine months ended September 30, 2025 and 2024 net sales attributed to China/Hong Kong were $1,704 million and $1,664 million, respectively.
Contract Balances
From time to time, the Company enters into arrangements in which it receives payments from customers based upon contractual billing schedules. The Company records accounts receivables when the right to consideration becomes unconditional. Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers. The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.
Revenue recognized in the first nine months of 2025 and 2024 from amounts included in contract liabilities at the beginning of the period was insignificant.
| | | | | | | | |
| Contract Balances | September 30, 2025 | December 31, 2024 |
| In millions |
Accounts and notes receivable - trade 1 | $ | 1,653 | | $ | 1,394 | |
Deferred revenue - current 2 | $ | 4 | | $ | 2 | |
Deferred revenue - noncurrent 3 | $ | 38 | | $ | 36 | |
| | |
| | |
| | |
1.Included in "Accounts and notes receivable - net" in the interim Condensed Consolidated Balance Sheets.
2.Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
3.Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets.
NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
The Company records restructuring liabilities that represent nonrecurring charges in connection with simplifying certain organizational structures and operations, including operations related to transformational projects such as divestitures and acquisitions. Charges for restructuring programs and asset related charges, which include asset impairments, were $20 million and $21 million for the three months ended September 30, 2025 and 2024, respectively, and $67 million and $56 million for the nine months ended September 30, 2025 and 2024, respectively. These charges were recorded in "Restructuring and asset related charges - net" in the interim Consolidated Statements of Operations. The total liability related to restructuring programs was $61 million at September 30, 2025 and $37 million at December 31, 2024, recorded in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. Restructuring activity primarily consists of the following programs:
Transformational Separation-Related Restructuring Program
In March 2025, the Company approved targeted restructuring actions to streamline, right-size and optimize specific organizational structures in preparation for the Electronics Separation and the future New DuPont company. The total expected pre-tax restructuring charges under the program, beginning in the first quarter of 2025 and continuing through 2026, are expected to be $100 million. The Company recorded pre-tax restructuring charges of $67 million inception-to-date, consisting of severance and related benefit costs of $52 million, $6 million of asset related charges and $9 million of accelerated stock compensation expense.
The following table summarizes the charges incurred by segment related to the Transformational Separation-Related Restructuring Program:
| | | | | | | | |
| Transformational Separation-Related Restructuring Program Charges by Segment | Three Months Ended
September 30, 2025 | Nine Months Ended
September 30, 2025 |
(In millions) |
| IndustrialsCo | $ | 12 | | $ | 22 | |
| ElectronicsCo | 1 | | 8 | |
| Corporate | 6 | | 37 | |
| Total | $ | 19 | | $ | 67 | |
The following table summarizes the activities related to the Transformational Separation-Related Restructuring Program:
| | | | | | | | | | | |
| Transformational Separation-Related Restructuring Program | Severance and Related Benefit Cost | Asset Related Charges | Total |
| In millions |
| Reserve balance at December 31, 2024 | $ | — | | $ | — | | $ | — | |
| Restructuring charges | 52 | | 6 | | 58 | |
| Adjustments against the reserve | — | | (6) | | (6) | |
| Cash payments | (5) | | — | | (5) | |
Reserve balance at September 30, 2025 | $ | 47 | | $ | — | | $ | 47 | |
Total liabilities related to the Transformational Separation-Related Restructuring Program were $47 million at September 30, 2025 recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The remaining $9 million at September 30, 2025 is recognized in "Additional paid in capital" in the interim Condensed Consolidated Balance Sheets. The Company expects the program to be substantially complete by the end of 2026.
2023-2024 Restructuring Program
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"). The Company recorded pre-tax restructuring charges of $174 million inception-to-date, consisting of severance and related benefit costs of $101 million and asset related charges of $73 million. In connection with the 2023-2024 Restructuring Program, the Company recorded $26 million of inventory write-offs in “Cost of Sales” within the interim Consolidated Statements of Operations for the nine months ended September 30, 2024. The inventory write-offs are related to plant line closures within the IndustrialsCo segment. The raw material was written down to salvage value as it was only utilizable on the closed lines which were based on outdated technology and has a limited third party resale market. Refer to Note 21 for significant items by segment.
The following table summarizes the charges incurred by segment related to the 2023-2024 Restructuring Program:
| | | | | | | | | | | | | | |
| 2023-2024 Restructuring Program Charges by Segment | Three Months Ended
September 30, | Nine Months Ended
September 30, |
(In millions) | 2025 | 2024 | 2025 | 2024 |
IndustrialsCo 1 | $ | 1 | | $ | 23 | | $ | 2 | | $ | 48 | |
| ElectronicsCo | — | | (2) | | — | | 1 | |
| Corporate | — | | 3 | | (2) | | 8 | |
| Total | $ | 1 | | $ | 24 | | $ | — | | $ | 57 | |
1.Amount excludes inventory write-offs recorded during 2024. Refer to Note 21 for additional information.
The following table summarizes the activities related to the 2023-2024 Restructuring Program:
| | | | | | | | | | | |
| 2023-2024 Restructuring Program | Severance and Related Benefit Cost | Asset Related Charges | Total |
| In millions |
| Reserve balance at December 31, 2024 | $ | 36 | | $ | — | | $ | 36 | |
| Restructuring charges | (1) | | 1 | | — | |
| Adjustments against the reserve | 1 | | (1) | | — | |
| Cash payments | (22) | | — | | (22) | |
Reserve balance at September 30, 2025 | $ | 14 | | $ | — | | $ | 14 | |
Total liabilities related to the 2023-2024 Restructuring Program were $14 million at September 30, 2025 and $36 million at December 31, 2024, respectively, recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The program was substantially complete by the end of 2024.
NOTE 7 - SUPPLEMENTARY INFORMATION
| | | | | | | | | | | | | | |
| Sundry Income (Expense) - Net | Three Months Ended
September 30, | Nine Months Ended
September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
| Non-operating pension and other post-employment benefit (costs) credits | $ | (1) | | $ | 3 | | $ | 2 | | $ | 12 | |
Interest income 1 | 27 | | 14 | | 68 | | 55 | |
| Net gain on divestiture and sales of other assets and investments | 4 | | 3 | | 4 | | 5 | |
Foreign exchange (losses) gains, net | (11) | | (17) | | (33) | | (17) | |
Loss on debt extinguishment 2 | — | | — | | — | | (74) | |
Interest rate swap (loss) gain 3 | (3) | | 191 | | 48 | | 152 | |
Miscellaneous income (expense) - net 4 | 8 | | 6 | | 23 | | 14 | |
| Sundry income (expense) - net | $ | 24 | | $ | 200 | | $ | 112 | | $ | 147 | |
1.The three and nine months ended September 30, 2025 and 2024 include interest on cash. Fluctuations in interest income are due to changes in cash balances and/or changes in interest rates. Includes interest income earned on cash received and held in escrow associated with the Qnity Notes of $9 million. Refer to Note 21 for further details.
2.The nine months ended September 30, 2024 reflects the loss on the partial redemption of an aggregate principal amount of the 2038 Notes.
3.The three months ended September 30, 2025 includes the non-cash mark-to-market net gain related to the 2022 Swaps and 2024 Swaps offset by the cash settlement loss on the 2024 Swaps and the interest settlement loss on the 2022 Swaps. The nine months ended September 30, 2025 includes the non-cash mark-to-market net gain related to the 2022 Swaps and 2024 Swaps offset by the cash settlement loss on the 2024 swaps and the interest settlement loss on the 2022 Swaps. The three and nine months ended September 30, 2024 includes non-cash mark-to-market gain related to the 2022 Swaps and 2024 Swaps offset by the interest settlement loss on the 2022 Swaps. Refer to Note 19 for further details.
4.The three and nine months ended September 30, 2025, includes a benefit related to adjustments of the Donatelle contingent earn-out liability. Refer to Note 3 for further details.
Cash, Cash Equivalents and Restricted Cash
"Cash, cash equivalents and restricted cash at end of period" in the interim Consolidated Statements of Cash Flows includes the following:
At September 30, 2025 and December 31, 2024, the Company had "Cash and cash equivalents" in the interim Condensed Consolidated Balance Sheets $1,955 million and $1,843 million, respectively.
At September 30, 2025 and December 31, 2024, the Company had $1,830 million and $6 million, respectively, within “Restricted cash and cash equivalents” in the Consolidated Balance Sheets. In August 2025, Qnity, a wholly-owned subsidiary of DuPont, issued senior secured notes and senior unsecured notes. The gross proceeds were deposited into an escrow account. At September 30, 2025, the Company had approximately $1,825 million recorded within “Restricted cash and cash equivalents" related to Qnity Notes. See Note 13 for further discussion of the Qnity Notes.
At September 30, 2025 and December 31, 2024, the Company also had $37 million and $36 million, respectively, within "Restricted cash and cash equivalents - noncurrent" in the interim Consolidated Balance Sheets. The majority of the balance during both periods is attributable to the MOU cost sharing arrangement. Additional information can be found in Note 14.
Within discontinued operations related to the Aramids Divestiture the Company had $4 million and $7 million within "Cash and cash equivalents" at September 30, 2025 and December 31, 2024, respectively. Additional information can be found in Note 4.
Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets were $1,103 million at September 30, 2025 and $988 million at December 31, 2024. Accrued payroll, which is a component of "Accrued and other current liabilities," was $346 million at September 30, 2025 and $365 million at December 31, 2024. No other component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities at September 30, 2025 and at December 31, 2024.
NOTE 8 - INCOME TAXES
Each year the Company files hundreds of tax returns in the various national, state, and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. The Company has ongoing federal, state, and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities. As a result, there is an uncertainty in income taxes recognized in the Company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's interim results of 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 attributes. The effective tax rate on continuing operations for the third quarter of 2025 was 5.8 percent, compared with an effective tax rate of 17.9 percent for the third quarter of 2024. The lower effective tax rate for the third quarter of 2025 was principally the result of the release of a valuation allowance on certain tax attributes in connection with the anticipated Aramids Divestiture. For the first nine months of 2025, the effective tax rate on continuing operations was 20.4 percent, compared with 27.7 percent for the first nine months of 2024. The decrease of the effective tax rate in 2025 included the previously mentioned valuation allowance release in comparison to 2024 which included certain discrete tax expenses, including an international statutory tax settlement for which the Company is partially indemnified.
On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was enacted. The Act includes a broad range of tax reform provisions, including modifications and enhancements to the domestic and international provisions of the Tax Cuts and Jobs Act. Among other changes, the Act allows for immediate expensing of domestic research and development expenditures, revises provisions around foreign-sourced earnings and revises the corporate interest limitation rules. Given the complexities of the changes and potential future clarifications of the provisions, the Company is currently evaluating the impact of the new legislation.
NOTE 9 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the three and nine months ended September 30, 2025 and 2024:
| | | | | | | | | | | | | | |
| Net Income (Loss) for Earnings Per Share Calculations - Basic & Diluted | Three Months Ended
September 30, | Nine Months Ended
September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
| Income from continuing operations, net of tax | $ | 308 | | $ | 453 | | $ | 747 | | $ | 753 | |
| Net income from continuing operations attributable to noncontrolling interests | 16 | | 10 | | 35 | | 24 | |
| | | | |
| Income from continuing operations attributable to common stockholders | $ | 292 | | $ | 443 | | $ | 712 | | $ | 729 | |
| | | | |
| | | | |
| (Loss) income from discontinued operations attributable to common stockholders, net of tax | $ | (415) | | $ | 12 | | $ | (1,365) | | $ | 93 | |
| (Loss) net income attributable to common stockholders | $ | (123) | | $ | 455 | | $ | (653) | | $ | 822 | |
| | | | | | | | | | | | | | |
| Earnings (Loss) Per Share Calculations - Basic | Three Months Ended
September 30, | Nine Months Ended
September 30, |
| Dollars per share | 2025 | 2024 | 2025 | 2024 |
| Earnings (loss) from continuing operations attributable to common stockholders | $ | 0.70 | | $ | 1.06 | | $ | 1.70 | | $ | 1.74 | |
| (Loss) earnings from discontinued operations, net of tax | (0.99) | | 0.03 | | (3.26) | | 0.22 | |
(Loss) earnings attributable to common stockholders 1 | $ | (0.29) | | $ | 1.09 | | $ | (1.56) | | $ | 1.96 | |
| | | | | | | | | | | | | | |
| Earnings (Loss) Per Share Calculations - Diluted | Three Months Ended
September 30, | Nine Months Ended
September 30, |
| Dollars per share | 2025 | 2024 | 2025 | 2024 |
| Earnings (loss) from continuing operations attributable to common stockholders | $ | 0.70 | | $ | 1.06 | | $ | 1.70 | | $ | 1.74 | |
| (Loss) earnings discontinued operations, net of tax | (0.99) | | 0.03 | | (3.25) | | 0.22 | |
(Loss) earnings attributable to common stockholders 1 | $ | (0.29) | | $ | 1.08 | | $ | (1.56) | | $ | 1.96 | |
| | | | | | | | | | | | | | |
Share Count Information | Three Months Ended
September 30, | Nine Months Ended
September 30, |
| Shares in millions | 2025 | 2024 | 2025 | 2024 |
| Weighted-average common shares - basic | 419.0 | | 417.9 | | 418.8 | | 419.5 | |
| Plus dilutive effect of equity compensation plans | 1.1 | | 1.6 | | 1.1 | | 1.3 | |
| | | | |
| Weighted-average common shares - diluted | 420.1 | | 419.5 | | 419.9 | | 420.8 | |
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2 | 1.9 | | 1.0 | | 2.3 | | 1.5 | |
1.Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders. As a result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.
2.These outstanding options to purchase shares of common stock, restricted stock units and performance-based restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
NOTE 10 - INVENTORIES
| | | | | | | | |
| In millions | September 30, 2025 | December 31, 2024 |
| Finished goods | $ | 979 | | $ | 918 | |
Work in process | 428 | | 407 | |
| Raw materials | 320 | | 303 | |
| Supplies | 112 | | 101 | |
| Total inventories | $ | 1,839 | | $ | 1,729 | |
NOTE 11 - NONCONSOLIDATED AFFILIATES
The Company's investments in affiliates accounted for using the equity method ("nonconsolidated affiliates") are recorded in "Investments and noncurrent receivables" in the interim Condensed Consolidated Balance Sheets. The Company's net investment in nonconsolidated affiliates at September 30, 2025 and December 31, 2024 is $536 million and $508 million, respectively.
Sales to nonconsolidated affiliates represented less than 1 percent of total net sales for the three and nine months ended September 30, 2025 and 2024. Purchases from nonconsolidated affiliates represented less than 1 percent for the three and nine months ended September 30, 2025 and 2024. The Company maintained an ownership interest in five nonconsolidated affiliates at September 30, 2025.
Derby Equity Interest and Note Receivable
As a result of the Delrin® Divestiture, on November 1, 2023, the Company acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”). As part of this transaction, DuPont received a note receivable of $350 million (the "Derby Note Receivable"). The financial results of Derby, subsequent to the transaction date, are included in DuPont's Consolidated Financial Statements with a three-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with DuPont’s accounting policy. The Company recorded a loss of $1 million for both the three months ended September 30, 2025 and 2024, and losses of $7 million and $6 million for the nine months ended September 30, 2025 and 2024, respectively, in "Equity in earnings of nonconsolidated affiliates". The amounts related to the Derby equity interest are recorded within Corporate. The carrying values of the equity interest as of September 30, 2025 and December 31, 2024 were $109 million and $117 million, respectively.
The Company recognized non-cash interest income on the Derby Note Receivable of $7 million and $6 million for the three months ended September 30, 2025 and 2024, respectively, and $20 million and $19 million for the nine months ended September 30, 2025 and 2024, respectively. This income was reported in "Sundry income (expense) - net" on the interim Consolidated Statement of Operations, and accreted to the carrying value of the note receivable. The carrying values of the note receivable as of September 30, 2025 and December 31, 2024 were $261 million and $254 million, respectively.
NOTE 12 - GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amounts of goodwill during the nine months ended September 30, 2025 were as follows:
| | | | | | | | | | | | |
| In millions | ElectronicsCo | IndustrialsCo | | Total |
| Balance at December 31, 2024 | $ | 8,251 | | $ | 7,561 | | | $ | 15,812 | |
| | | | |
| | | | |
| Currency translation adjustment | 61 | | 348 | | | 409 | |
| | | | |
| | | | |
Balance at September 30, 2025 | $ | 8,312 | | $ | 7,909 | | | $ | 16,221 | |
The Company tests goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. In connection with the Q1 2025 Segment Realignment, the Company realigned its operating and reportable segments which changed the composition of certain reporting units. During the first quarter 2025, the associated reporting units' goodwill and indefinite-lived intangible assets were assessed for impairment before and after the Q1 2025 Segment Realignment, as described below.
Prior to the Q1 2025 Segment Realignment, the Company performed qualitative testing on five of its reporting units and performed quantitative testing on three of its reporting units. The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not (more than 50 percent) that the fair value of a reporting unit or asset is less than the respective carrying amount, including goodwill. The results of the qualitative assessments indicated that it is not more likely than not that the fair values of the five reporting units were less than their carrying values. The Protection reporting unit (aggregation of the Safety and Shelter businesses), formerly within the Water & Protection segment, and the Industrial Solutions reporting unit and the Donatelle Plastics reporting unit, formerly within the Electronics & Industrial segment, were tested by applying the quantitative assessment. The Company used a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of the market approach). No impairments were identified. The estimated fair value of the Protection reporting unit, exceeded its carrying value by approximately five percent. The estimated fair value of the Donatelle Plastics reporting unit exceeded its carrying value by approximately two percent, following the recognition of the goodwill at fair value as of the acquisition date of July 28, 2024.
After the Q1 2025 Segment Realignment, the Company assessed and re-defined certain reporting units, including reallocation of goodwill on a relative fair value basis, as applicable, to reporting units impacted. The Company performed quantitative testing on all six reporting units. For the quantitative assessments, the Company used a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of the market approach). No impairments were identified except for the Aramids reporting unit (aggregation of the Nomex® and Kevlar®), formerly within the Protection reporting unit in the Water & Protection segment and now presented as discontinued operations.
As a result of the related acquisition method of accounting in connection with the DWDP Merger, EIDP’s assets and liabilities were measured at fair value resulting in increases to the Company’s goodwill and other intangible assets that are heritage EIDP assets, including the Aramids reporting unit. The fair value assessment at the time of the DWDP Merger increased the risk that any declines in financial projections, including changes to key assumptions, could have a material, negative impact on the fair value of the Company’s reporting units and assets, and therefore could result in an impairment. As a result of the analysis performed after the Q1 2025 Segment Realignment, the Company concluded that the carrying amount of the Aramids reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge of $768 million. Due to the Aramids Divestiture this charge is now reflected within discontinued operations. The Company’s significant assumptions in the analysis include projected revenue growth, EBITDA margin, weighted average cost of capital and terminal growth rates and projected EBITDA and derived multiples from comparable market transactions for the market approach. As a result of the first quarter 2025 impairment charges, there is no remaining goodwill within the Aramids reporting unit.
Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
| | | | | | | | | | | | | | | | | | | | |
| September 30, 2025 | December 31, 2024 |
| In millions | Gross Carrying Amount | Accum Amort | Net | Gross Carrying Amount | Accum Amort | Net |
| Intangible assets with finite lives: | | | | | | |
| Developed technology | $ | 1,548 | | $ | (891) | | $ | 657 | | $ | 1,764 | | $ | (1,003) | | $ | 761 | |
| Trademarks/tradenames | 601 | | (333) | | 268 | | 601 | | (304) | | 297 | |
| Customer-related | 5,277 | | (2,457) | | 2,820 | | 5,413 | | (2,428) | | 2,985 | |
| Other | 28 | | (9) | | 19 | | 27 | | (8) | | 19 | |
| Total other intangible assets with finite lives | $ | 7,454 | | $ | (3,690) | | $ | 3,764 | | $ | 7,805 | | $ | (3,743) | | $ | 4,062 | |
| Intangible assets with indefinite lives: | | | | | | |
| Trademarks/tradenames | 771 | | — | | 771 | | 771 | | — | | 771 | |
| Total other intangible assets | $ | 771 | | $ | — | | $ | 771 | | $ | 771 | | $ | — | | $ | 771 | |
| Total | $ | 8,225 | | $ | (3,690) | | $ | 4,535 | | $ | 8,576 | | $ | (3,743) | | $ | 4,833 | |
The following table provides the net carrying value of other intangible assets by segment:
| | | | | | | | |
| Net Intangibles by Segment | September 30, 2025 | December 31, 2024 |
| In millions |
| IndustrialsCo | $ | 3,007 | | $ | 3,178 | |
| ElectronicsCo | 1,528 | | 1,655 | |
| | |
| Total | $ | 4,535 | | $ | 4,833 | |
Total estimated amortization expense for the remainder of 2025 and the five succeeding fiscal years is as follows:
| | | | | |
| Estimated Amortization Expense | |
| In millions | |
| Remainder of 2025 | $ | 122 | |
| 2026 | $ | 471 | |
| 2027 | $ | 427 | |
| 2028 | $ | 378 | |
| 2029 | $ | 326 | |
| 2030 | $ | 298 | |
NOTE 13 - SHORT-TERM BORROWINGS, LONG-TERM DEBT, AVAILABLE CREDIT FACILITIES AND OTHER OBLIGATIONS
A summary of DuPont's short-term borrowings, long-term debt and available credit facilities can be found in the Recast 2024 Annual Report for the year ended December 31, 2024, within Note 15 to the Consolidated Financial Statements. If applicable, updates have been included in the respective section below.
Long-Term Debt
Long-term debt at September 30, 2025 and December 31, 2024 was $7,049 million and $5,323 million, respectively. At September 30, 2025 and December 31, 2024 the long-term debt balance included an unamortized basis adjustment of $46 million and $48 million, respectively, related to the dedesignation of the Company's interest rate swap agreements. See Note 19 for additional information. Included within long-term debt at September 30, 2025 were the Qnity Notes, described below. Long-term debt due within one year at September 30, 2025 and December 31, 2024 was $1,850 million and $1,848 million, respectively. These balances are presented net of current portion of unamortized debt issuance cost and are recorded in “Short-term borrowings” in the interim Condensed Consolidated Balance Sheets.
Qnity Financing
In August 2025, Qnity, a wholly-owned subsidiary of DuPont, issued $1.0 billion aggregate principal amount of 5.750% senior secured notes due 2032 (the “Qnity Secured Notes”) and $750 million aggregate principal amount of 6.250% senior unsecured notes due 2033 (the “Qnity Unsecured Notes,” and together with the Secured Notes, the “Qnity Notes”). Qnity also issued and fully allocated a senior secured revolving credit facility for $1.25 billion due 2030 and a senior secured term loan facility for $2.35 billion due 2032 in the third quarter 2025 (the “Qnity Credit Facilities”). The Qnity Credit Facilities became effective immediately prior to the Electronics Separation. Qnity used the net proceeds from the Qnity Notes, together with borrowings under the Credit Facilities and cash on hand, to finance the payment of a cash distribution to DuPont of approximately $4.1 billion, inclusive of financing related fees plus the pre-funded accrued interest deposit in connection with the issuance of notes (and any investment returns thereon). The gross proceeds of the Qnity Notes and the pre-funded accrued interest deposit were held in escrow and presented on the balance sheet as “Restricted cash and cash equivalents”.
Subsequent to the quarter ended September 30, 2025, the gross proceeds held in escrow were released in connection with the completion of the Qnity Spin-Off on November 1, 2025.
See Note 22 for more information.
Uncommitted Credit Facilities and Outstanding Letters of Credit
Unused bank credit lines on uncommitted credit facilities were approximately $608 million at September 30, 2025. These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were approximately $180 million at September 30, 2025. These letters of credit support commitments made in the ordinary course of business.
Debt Exchange
In September 2025, DuPont announced the commencement, in connection with the contemplated Qnity Spin-Off, of offers to exchange any and all of its outstanding (i) 4.725% Notes due 2028 , (ii) 5.319% Notes due 2038 and (iii) 5.419% Notes due 2048 (respectively, the “2028 Notes”, the “2038 Notes” and the “2048 Notes” and collectively, the “Notes”) for new notes to be issued by DuPont (respectively, the “2028 New Notes”, the “2038 New Notes” and the “2048 New Notes” and collectively the “New Notes”) concurrently with the offers to exchange the Notes for New Notes (collectively, the “Exchange Offers”). DuPont also solicited consents from eligible holders of each series of Notes to adopt certain proposed amendments to the indenture governing the Notes to eliminate substantially all of the restrictive covenants and amend certain other provisions in such indenture with respect to each series of Notes. The Exchange Offers expired on September 30, 2025 with all validly tendered 2028 Notes accepted for exchange, totaling approximately $1.58 billion, representing 70.42% of the outstanding amount. Therefore, sufficient consent was validly obtained on the 2028 Notes, and the proposed amendments were adopted. Sufficient consents to the proposed amendments were not received for the 2038 and 2048 Notes. The exchange offer was subsequently settled in October 2025, see Note 22 for further information.
Supplier Financing
The Company and certain of its designated suppliers, at their sole discretion, participate in a supplier financing program with a financial institution serving as an intermediary. Under this program, the Company agrees to pay the financial institution the stated amount of confirmed invoices from its designated suppliers on the same terms and on the original maturity dates of the confirmed invoices, which have a weighted average payment term of approximately 130 days. The Company does not pay any annual subscription or service fee to the financial institution, nor does the Company reimburse its suppliers for any costs they incur to participate in the program. The Company’s obligations are not impacted by the suppliers’ decision to participate in this program. The Company or the financial institution may terminate the agreement upon at least 30 days’ notice.
The amount of invoices outstanding under the supplier financing programs as of September 30, 2025 and December 31, 2024 was $68 million and $84 million, respectively, and is recorded in “Accounts Payable” in the interim Condensed Consolidated Balance Sheets.
NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES
Litigation, Environmental Matters, and Indemnifications
The Company and certain subsidiaries are involved in various lawsuits, claims and environmental actions that have arisen in the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain substances at various sites. In addition, in connection with divestitures and the related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. The Company records liabilities for ongoing and indemnification matters when the information available indicates that it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.
As of September 30, 2025, the Company has recorded indemnification assets of $137 million within "Accounts and notes receivable - net", $140 million within "Deferred charges and other assets" and indemnification liabilities of $172 million within "Accrued and other current liabilities",$236 million within "Other noncurrent obligations" within the interim Condensed Consolidated Balance Sheets. As of December 31, 2024, the Company has recorded indemnification assets of $28 million within "Accounts and notes receivable - net", $298 million within "Deferred charges and other assets", indemnified liabilities of $178 million within "Accrued and other current liabilities" and $237 million within "Other noncurrent obligations" within the interim Condensed Consolidated Balance Sheets.
The Company’s accruals for indemnification liabilities related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company and to the DowDuPont ("DWDP") Separation and Distribution Agreement and the Letter Agreement between the Company and Corteva (together the “Agreements”) discussed below, are included in the balances above. Additionally, beginning in Q2 2025, the Company recognized a liability, estimated in accordance with the MOU, related to the State of New Jersey matters discussed below. As of September 30, 2025 the balance of this liability is $181 million.
PFAS Stray Liabilities: Future Eligible PFAS Costs
On July 1, 2015, EIDP, a Corteva subsidiary since June 1, 2019, completed the separation of EIDP’s Performance Chemicals segment through the spin-off of Chemours to holders of EIDP common stock (the “Chemours Separation”). On June 1, 2019, the Company completed the separation of its agriculture business through the spin-off of Corteva, including Corteva’s subsidiary EIDP.
On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into the MOU pursuant to which the parties have agreed to release certain claims that had been raised by Chemours including any claims arising out of or resulting from the process and manner in which EIDP structured or conducted the Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU.
Pursuant to the MOU, the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of Qualified Spend, as defined in the MOU, is equal to $4 billion ("MOU limit") or (iii) a termination in accordance with the terms of the MOU. PFAS refers to per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”).
The parties have agreed that, during the term of this sharing arrangement, Qualified Spend up to $4 billion will be borne 50 percent by Chemours and 50 percent, up to an MOU limit of $2 billion, by the Company and Corteva. The Company and Corteva will split their 50 percent of Qualified Spend in accordance with the Agreements; accordingly, the Company's portion of the $2 billion MOU limit is approximately $1.4 billion. At September 30, 2025, the Company had paid Qualified Spend of approximately $665 million against its portion of the $2 billion MOU limit. In August 2025, Chemours, Corteva and DuPont have agreed to count the net present value of the settlement under the proposed Judicial Consent Order with the State of New Jersey, as discussed further below, against the $4 billion MOU limit. In addition, the parties agreed that relevant insurance proceeds received by a party will be netted against applicable costs included in the calculation of Qualified Spend. After the term of this arrangement, Chemours’ indemnification obligations under the Chemours Separation Agreement would continue unchanged.
In order to support and manage any potential future eligible PFAS costs, the parties also agreed to establish an escrow account, (the "MOU Escrow Account"). The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 million and DuPont and Corteva shall together deposit $100 million in the aggregate into the MOU Escrow Account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $50 million and DuPont and Corteva shall together deposit $50 million in the aggregate into the MOU Escrow Account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any calendar year beginning with 2022 through and including 2028. Additionally, if on December 31, 2028, the balance in the MOU Escrow Account (including interest) is less than $700 million, Chemours will make 50 percent of the deposits and DuPont and Corteva together will make 50 percent of the deposits necessary to restore the balance to $700 million. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the replenishment terms set forth in the MOU.
DuPont's aggregate MOU escrow deposits of $35 million, not including interest, at September 30, 2025 are reflected in "Restricted cash and cash equivalents - noncurrent" on the interim Condensed Consolidated Balance Sheets.
Under the Agreements, Divested Operations and Businesses ("DDOB") liabilities of EIDP not allocated to or retained by Corteva or the Company are categorized as relating to either (i) PFAS Stray Liabilities, if they arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS; or (ii) Non-PFAS Stray Liabilities, (and together with PFAS Stray Liabilities, the “EIDP Stray Liabilities”).
The Agreements provide that the Company and Corteva will each bear a certain percentage of the Indemnifiable Losses, described below, rising from EIDP Stray Liabilities and that the percentage changes upon each company meeting its respective threshold of $150 million for PFAS Stray Liabilities and $200 million for EIDP Stray Liabilities. In addition, for certain Non-PFAS Liabilities, (“Specified Spend Non-PFAS Liabilities”), Corteva must spend specified amounts before costs associated with such matter will be considered Indemnifiable Losses.
The Agreements provide that the Company and Corteva each bear 50 percent of the first $300 million ($150 million) of total Indemnifiable Losses related to PFAS Stray Liabilities. In 2023, the companies met their respective $150 million threshold and as a result the Company bears 71 percent of Indemnifiable Losses related to PFAS Stray Liabilities and Corteva bears 29 percent. At September 30, 2025, DuPont has accrued for future Qualified Spend and Indemnifiable Losses related to PFAS Stray Liabilities accordingly.
The $150 million of Indemnifiable Losses incurred for PFAS Stray Liabilities has been credited against each company’s $200 million threshold. Corteva has met its $200 million threshold. As a result, until the Company meets its $200 million threshold, it is responsible for managing the Non-PFAS Stray Liabilities, excluding Specified Spend Non-PFAS Liabilities for which Corteva has not reached its specified spend amount, and is bearing all Indemnifiable Losses associated with such Non-PFAS Stray Liabilities. DuPont met its $200 million threshold by December 31, 2024 and as a result the Company now bears 71 percent and Corteva now bears 29 percent of Indemnifiable Losses related to Non-PFAS Stray Liabilities. At September 30, 2025, the Company has accrued for future Indemnifiable Losses related to Non-PFAS Stray Liabilities, including Specified Spend Non-PFAS Liabilities, accordingly.
Indemnifiable Losses, as defined in the DWDP Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of EIDP Stray Liabilities.
In connection with the MOU and the Agreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:
| | | | | | | | | | | |
| Indemnification Related Liabilities Associated with the MOU |
| In millions | September 30, 2025 | December 31, 2024 | Balance Sheet Classification |
| Current indemnification liabilities | $ | 92 | | $ | 99 | | Accrued and other current liabilities |
| Long-term indemnification liabilities | 124 | | 123 | | Other noncurrent obligations |
Total indemnification liabilities accrued under the MOU 1 | $ | 216 | | $ | 222 | | |
| | | |
1.As of September 30, 2025 and December 31, 2024, total indemnification liabilities accrued include $120 million and $128 million, respectively, related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Consent Order between Chemours and the North Carolina Department of Environmental Quality (the "NC DEQ"). This excludes amounts related to the State of New Jersey matters discussed further below.
Future charges associated with the MOU will be recognized over the term of the agreement as a component of income from discontinued operations to the extent liabilities become probable and estimable.
In 2004 EIDP reached a settlement in Leach v. E.I. DuPont de Nemours & Co., which gave certain residents in Ohio and West Virginia standing to pursue personal injury claims for just six health conditions that an expert panel appointed under the Leach settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. After the panel reported its findings, approximately 3,550 personal injury lawsuits filed in Ohio and West Virginia state and federal courts, were consolidated in multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”). In 2017, Chemours and EIDP settled the Ohio MDL for $670 million.
Post the 2017 settlement, approximately 100 additional cases were filed. EIDP and Chemours settled all but one of these cases in 2021 for $83 million with each of the Company and EIDP contributing $27 million and Chemours contributing $29 million. The remaining case resulted in a jury verdict for the plaintiff which has been paid. The Company was not a defendant but made its share of the payment in accordance with the Agreements and MOU. Since that time, Plaintiffs’ counsel has filed approximately 70 new cases that were, or were to be, filed in the Ohio MDL. Prior to the start of the first trial in September 2024, EIDP and Chemours entered into an agreement in principle providing for settlement for all pending cases in the MDL as well as additional pre-suit claims. On September 6, 2024, the parties accepted a mediator’s proposal, and the trials were postponed. The parties ultimately entered into a settlement agreement on November 13, 2024 (“2024 Settlement”). The agreement included two payments to be made, the first for approximately $30 million, due upon receiving the dismissals for all the approximately 73 known filed and unfiled cases. In December 2024, the plaintiffs delivered dismissals for all cases, and filed a motion with the court to terminate the Ohio MDL and DuPont satisfied its portion ($11 million) of the first payment. DuPont has also recorded a charge of $10 million, representing its portion of the contingent second payment, which is accrued for as of December 31, 2024. In February 2025, upon the recommendation of the Court, the Ohio MDL was terminated and in March 2025 the Companies made the second and final payment of $29 million, of which DuPont paid $10 million. Future personal injury cases, if any, will proceed before the court in which they are filed.
In November 2023, DuPont, Chemours and Corteva (for itself and EIDP) reached a settlement agreement with the State of Ohio designed to benefit Ohio's natural resources and the people of the State of Ohio. Among other things, and subject to certain limitations and preservations, the settlement resolves the State's claims relating to releases of PFAS in or into the State from the companies' facilities and claims relating to the manufacture and sale of PFAS-containing products and the State's claims related to AFFF. As part of the settlement, the companies agreed to pay the State of Ohio a combined total of $110 million, 80 percent of which the State has allocated to restoration of natural resources related to operation of the Washington Works facility. The settlement will become effective and payable, upon resolution of the appeals process and entry of final judgment by the court. Consistent with the MOU, DuPont's share of the settlement will be approximately $39 million, which is accrued for as of September 30, 2025.
In July 2021, Chemours, Corteva (for itself and EIDP) and DuPont reached a resolution with the State of Delaware for $50 million among other consideration, that avoids litigation and addresses potential natural resources damages from known historical and current releases by the companies in or affecting Delaware. In 2022, the companies paid the settlement consistent with the MOU. DuPont's share was $13 million. The settlement provides for a potential Supplemental Payment to Delaware up to a total of $25 million, if certain conditions are met. As a result, upon the above described settlement with the State of Ohio reached in November 2023 becoming effective, a Supplemental Payment will be owed to the State of Delaware and paid in accordance to the terms of the MOU. The Company has accrued $9 million as of September 30, 2025, related to the Supplemental Payment.
As of September 30, 2025, there are various cases alleging damages due to PFAS which are discussed below. Such actions often include claims alleging that EIDP's transfer of certain PFAS liabilities to Chemours resulted in a fraudulent conveyance or voidable transaction. With the exception of the fraudulent conveyance claims, which are excluded from the MOU, legal fees, expenses, costs, and any potential liabilities for eligible PFAS costs presented by the following matters will be shared in accordance with the MOU between Chemours, EIDP, Corteva and DuPont.
Beginning in April 2019, lawsuits alleging damages from the use of PFAS-containing aqueous film-forming foams (“AFFF”) were filed against EIDP and Chemours and companies such as 3M that made AFFF. The majority of these lawsuits were consolidated in a multi-district litigation (the “AFFF MDL”) captioned In Re: Aqueous Film Forming Foams (AFFF) Products Liability Litigation that is pending in the United States District Court for the District of South Carolina, (the “Court”). The matters pending in the AFFF MDL allege damages as a result of contamination, in most cases allegedly from migration from airports or military installations, or personal injury from exposure to AFFF. The plaintiffs in the MDL include, among others, water districts, individuals and states attorneys general. DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS-containing products, and most of the actions in the AFFF MDL name DuPont as a defendant solely related to fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.
On June 30, 2023, Chemours, Corteva, EIDP and DuPont entered a definitive agreement to resolve for $1.185 billion in cash all PFAS-related claims of a defined class of U.S. public water systems, including claims that are part of the AFFF MDL, (the “Water District Settlement Agreement”).
DuPont paid its $400 million contribution into the Water District Settlement Fund in the third quarter 2023. That payment included $100 million that DuPont had deposited into the MOU Escrow Account as of June 30, 2023. The Company’s total contribution, including interest, of $408 million has been removed from "Restricted cash and cash equivalents - current" along with the associated "Accrued and other current liabilities" within the interim Condensed Consolidated Balance Sheets as of December 31, 2024, as the settlement became final in the second quarter 2024.
The Water District Settlement's defined class is composed of all Public Water Systems, as defined in 42 U.S.C § 300f, with a current detection of PFAS and all Public Water Systems that are currently required to monitor for PFAS under the EPA’s Fifth Unregulated Contaminant Monitoring Rule (“UCMR 5”) or other applicable federal or state law. The class does not include water systems owned and operated by a State or the United States government or small systems that have not detected PFAS and are not currently required to monitor for it under federal or state requirements. While it is reasonably possible that the excluded systems or claims could result in additional future lawsuits, claims, assessments or proceedings, it is not possible to predict the outcome of any such matters, and as such, the Company is unable to develop an estimate of a possible loss or range of losses, if any, at this time.
As part of the approval process, the Court established, among other things, a mechanism for class members to submit requests to be excluded from the settlement. Approximately 900 of 14,167 entities on the list of potential class members submitted timely requests for exclusion. The time has passed for any further entities to opt out.
The Court ordered the dismissal of personal injury claims by September 10, 2024, that do not meet certain evidentiary requirements unless they allege one of the following eight health conditions: high cholesterol, pregnancy induced hypertension, ulcerative colitis, thyroid disease, testicular cancer, kidney cancer, liver cancer or thyroid cancer. Cases that are dismissed pursuant to the Court’s order may be re-filed within four years if plaintiffs later meet the evidentiary requirements specified in the Court’s order. In the first quarter 2025, Plaintiffs’ counsel notified the Court that claims alleging high cholesterol and/or pregnancy-induced hypertension, will not be pursued.
In August 2025, to ensure efficient management of the docket and proper vetting of claims the court entered a case management order that, among other things: (1) indefinitely postponed the bellwether trial that was scheduled for October 20, 2025; and (2) required lead plaintiffs’ counsel to file in the AFFF MDL all of the unfiled cases on their client roster within 21 days. The court also entered a “channeling order” that states AFFF and other PFAS are so intermingled in the environment that virtually any case alleging personal injury from PFAS necessarily raises the question of whether the claimant was also exposed to AFFF, which should provide a basis for federal court jurisdiction. The channeling order therefore requests the JPML transfer such cases to the AFFF MDL for efficient administration. As anticipated, these orders have resulted in a substantial number of new matters being filed into the AFFF MDL. Consolidating personal injury cases into the AFFF MDL, rather than allowing them to proceed in diverse jurisdictions, allows for the Company to more effectively manage this docket.
At September 30, 2025, there are approximately 10,000 personal injury cases filed in the AFFF MDL. Many of the personal injury cases have included and continue to include multiple plaintiffs and, therefore, the number of plaintiffs who have asserted such claims is substantially higher than the number of cases noted above. Defendants will continue to review the docket and will move to dismiss claims that do not allege one of the identified health conditions. Defendants also continue to engage in discussions with a mediator in connection with these cases.
Some state attorneys general have filed lawsuits, on behalf of their respective states, against DuPont, outside of the AFFF MDL that allege environmental contamination by certain PFAS compounds distinct from AFFF. Generally, the states raise common law tort claims and seek economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to clean up contamination from certain PFAS compounds, and to abate the alleged nuisance. Most of these actions include fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.
In August 2025, DuPont together with Chemours and Corteva (for itself and EIDP) agreed to a proposed Judicial Consent Order with the State of New Jersey (the “NJ Settlement”) to resolve all outstanding claims by the State of New Jersey pending against the companies related to legacy use of a wide variety of substances of concern, including, but not limited to DNAPL (dense non-aqueous phase liquids), chemical solvents, and PFAS. Subject to approval from the Federal District Court of New Jersey (Camden), (the “NJ Court”), the Settlement will also resolve legacy claims related to four historic EIDP operating sites (Chambers Works, Parlin, Pompton Lakes and Repauno) in the State, including claims under the New Jersey Industrial Sites Recovery Act, alleged statewide PFAS contamination, including from the use of AFFF, any claims of fraudulent transfer, and claims for known natural resource damages from the Chambers Works, Parlin, Pompton Lakes and Repauno sites that the State of New Jersey and its departments have, or may have, in the future against the companies.
The NJ Settlement includes an aggregate cash payment to the State of New Jersey of $875 million, payable over a period of 25 years, which will be shared in accordance with the terms of the 2021 binding MOU between Chemours, Corteva and DuPont. Of the $875 million, $16.5 million is allocated to statewide natural resource damages unrelated to the four sites, 25 percent of which (about $4.125 million) relates to alleged statewide AFFF contamination. Accordingly, DuPont recorded a pre-tax charge in June 2025 of $177 million, reflected as discontinued operations in the Company's Consolidated Statement of Operations, reflecting the net present value, using an 8 percent discount rate, of $311 million which is estimated to be the Company’s share of the cash payment in accordance with the MOU. DuPont has recorded interest accretion of $4 million for the three and nine months ended September 30, 2025, resulting in a liability of $181 million as of September 30, 2025. The first of the scheduled annual payments will be due within 30 days of the date the Judicial Consent Order (“JCO”) is entered by the NJ Court, but no earlier than January 31, 2026. At September 30, 2025, $61 million is recorded in "Accrued and other current liabilities" and the remaining $120 million is recorded within "Other noncurrent obligations" within the interim Condensed Consolidated Balance Sheets. The Company intends to utilize the $35 million within the MOU Escrow Account for the first settlement payment in 2026. The parties have the right to prepay Settlement amounts at the discount rate set forth in the NJ Settlement agreement.
In addition to the cash payment, the NJ Settlement obligates the companies to continue to undertake remediation at the four sites, which will be determined in accordance with applicable law. Refer to the Environmental Matters section below.
The NJ Settlement is subject to a public notice and comment period which closed on November 1, 2025. The Court will hold a hearing for final approval of the settlement on January 8, 2026. The NJ Settlement provides that the Company does not admit any liability or wrongdoing and does not waive any defenses.
Contingent upon the NJ Settlement being approved by the NJ Court, DuPont and Corteva will purchase Chemours’ interest in future, if any, insurance proceeds related to PFAS claims. DuPont and Corteva will make the purchase by contributing a total of $150 million ($106.5 million from DuPont, $43.5 million from Corteva) into an escrow fund ("NJ Escrow") to be applied to Chemours’ share of the NJ settlement. In exchange, Chemours shall assign to DuPont and Corteva its rights to $150 million of PFAS-related insurance proceeds plus a fee equal to the lesser of (a) $35 million, or (b) $3 million plus interest (at prime minus 2 percent) on the unrecovered fraction of $150 million, until Chemours’ share of insurance recoveries fully recoups the purchase price. After DuPont and Corteva have recovered the $150 million assigned by Chemours, plus the above fee, Chemours shall be entitled to its 50 percent share of further insurance recoveries, if any. The purchase price shall be paid, and the insurance proceeds recovered, by DuPont and Corteva in accordance with the sharing percentages in the Letter Agreement.
NJ Settlement payments or releases from the NJ Escrow to make Settlement payments, as applicable, shall be deemed credited against each of DuPont, Corteva and Chemours’s respective PFAS MOU escrow obligations for that year. Each of DuPont, Corteva and Chemours’s 2025 PFAS MOU escrow funding obligation will be suspended until the first payment of the NJ Settlement.
In April 2021, a historic DuPont Dutch subsidiary and the Dutch entities of Chemours and Corteva, received a civil summons issued by the Court of Rotterdam, the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility. The municipalities are seeking liability declarations relating to the Dordrecht site’s current and historical PFAS operations and emissions. On September 27, 2023, the Court determined that the defendants were liable to the municipalities for (i) PFOA emissions between July 1, 1984 to March 1, 1998 and (ii) removal costs if deposited emissions on the municipalities' land infringes the applicable municipalities' property rights by an objective standard. Chemours entered into a Letter of Intent (“LOI”) with the municipalities on June 28, 2024, that includes the implementation of a specific remediation plan for the restoration of restricted vegetable gardens in certain areas of those municipalities to be funded by Chemours, sampling and developing a program to address the Merwelanden recreational lake, and further settlement discussions, including a fund to cover certain other expenditures aimed at environmental-related activities. The LOI contemplates the possibility of settling the court dispute, although still subject to further discussions which are ongoing with the municipalities and there is no guarantee that these discussions will result in a settlement. Although the Company believes a loss is probable, it is not estimable.
Additionally, there are cases in Canada that allege harm from PFAS contamination including property and natural resource damage claims, both related and unrelated to AFFF.
In addition to the above matters, there are other legal matters pending that make claims related to PFAS. The Company is specifically named in some of these legal matters and some are pending against Chemours and/or Corteva/EIDP in which the Company is not named. Certain of these actions may purport to be class actions and seek damages in very large amounts. Regardless of whether the Company is named, the costs of litigation and future liabilities, if any, in these matters are or may be eligible PFAS costs under the MOU and Indemnification Losses under the Agreements.
While Management believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses as of the date of this report, it is reasonably possible that the Company could incur additional eligible PFAS costs and Indemnifiable Losses in excess of the amounts accrued. It is not possible to predict the outcome of any such matters due to various reasons including, among others, future actions and decisions, as well as factual and legal issues to be resolved in connection with PFAS matters. As such, at this time DuPont is unable to develop an estimate of a possible loss or range of losses, if any, above the liability accrued at September 30, 2025. It is possible that additional costs or losses could have a significant effect on the Company’s financial condition and/or cash flows in the period in which they occur; however, costs qualifying as Qualified Spend are limited by the terms of the MOU.
Other Litigation Matters
In addition to the matters described above, the Company is party to claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class actions and seek damages in very large amounts. As of September 30, 2025, the Company has liabilities of $20 million associated with these other litigation matters. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company. In accordance with its accounting policy for litigation matters, the Company will expense litigation defense costs as incurred, which could be significant to the Company’s financial condition and/or cash flows in the period.
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies.
The NJ Settlement obligates the companies to continue to undertake remediation at the four sites (Chambers Works, Parlin, Pompton Lakes and Repauno), which will be determined in accordance with applicable law. DuPont is the primary responsible party for the Parlin site and established an accrual related to Parlin’s remediation obligations in connection with the DowDuPont merger and separation and does not anticipate recording additional charges for these remediation activities at this time. However, as part of the NJ Settlement, the companies have agreed to a binding third party review process of the remedial funding source (“RFS”) for each of the four sites (in the form of surety bond or similar financial instrument) to ensure available funds for future remediation at the sites, with DuPont responsible for the RFS at Parlin. This review process could result in additional remediation, and an increase to any of the four RFS, including for Parlin which could result in future changes to the Company’s environmental reserve estimates.
In addition, DuPont and Corteva will establish a reserve fund in the amount of $475 million (the “Reserve Fund”) to be funded (in the form of surety bond or similar financial instrument) in accordance with the sharing percentages in the Letter Agreement entered between the parties in 2019. The Reserve Fund is further financial security, separate from and secondary to the RFS, which will be accessible only in the event the RFS for a site has been exhausted and the party responsible is not otherwise performing the required remediation.
At September 30, 2025, the Company had accrued obligations of $265 million for probable environmental remediation and restoration costs. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets. It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s interim results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration.
The accrued environmental obligations include the following:
| | | | | | | | | | | |
| Environmental Accrued Obligations |
| In millions | September 30, 2025 | December 31, 2024 | Potential exposure above the amount accrued 1 |
| Environmental remediation liabilities not subject to indemnity | $ | 40 | | $ | 45 | | $ | 112 | |
| | | |
| Environmental remediation indemnified related liabilities: | | | |
Indemnifications related to Dow and Corteva 2 | 82 | | 83 | | 177 | |
MOU related obligations (discussed above) 3 | 142 | | 146 | | 26 | |
| Other environmental indemnifications | 1 | | 1 | | 3 | |
| Total environmental related liabilities | $ | 265 | | $ | 275 | | $ | 318 | |
1.The environmental accrual represents management’s best estimate of the costs for remediation and restoration with respect to environmental matters, although it is reasonably possible that the ultimate cost with respect to these particular matters could range above the amount accrued, as of September 30, 2025.
2.Pursuant to the DWDP Separation and Distribution Agreement and Letter Agreement, the Company is required to indemnify Dow and Corteva for certain clean-up responsibilities and associated remediation costs.
3.The MOU related obligations include the Company's estimate of its liability under the MOU for remediation activities based on the current regulatory environment.
NOTE 15 - OPERATING LEASES
The lease cost for operating leases were as follows:
| | | | | | | | | | | | | | |
| Three Months Ended
September 30, | Nine Months Ended
September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
| Operating lease costs | $ | 25 | | $ | 29 | | $ | 77 | | $ | 88 | |
Operating cash flows used for operating leases were $76 million and $84 million for the nine months ended September 30, 2025 and 2024, respectively.
New operating lease assets and liabilities entered into during the nine months ended September 30, 2025 and 2024, were $31 million and $42 million, respectively. Supplemental balance sheet information related to leases was as follows:
| | | | | | | | |
| In millions | September 30, 2025 | December 31, 2024 |
Operating Leases | | |
Operating lease right-of-use assets 1 | $ | 352 | | $ | 372 | |
Current operating lease liabilities 2 | 76 | | 79 | |
Noncurrent operating lease liabilities 3 | 285 | | 301 | |
Total operating lease liabilities | $ | 361 | | $ | 380 | |
1.Included in "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheets.
2.Included in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
3.Included in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets.
Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide the lessor’s implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments.
| | | | | | | | |
| Lease Term and Discount Rate for Operating Leases | September 30, 2025 | December 31, 2024 |
| Weighted-average remaining lease term (years) | 7.2 | 7.4 |
| Weighted average discount rate | 3.76 | % | 3.70 | % |
Maturities of lease liabilities were as follows:
| | | | | |
Maturity of Lease Liabilities at September 30, 2025 | Operating Leases |
| In millions |
| Remainder of 2025 | $ | 23 | |
| 2026 | 82 | |
| 2027 | 66 | |
| 2028 | 48 | |
| 2029 | 37 | |
| 2030 and thereafter | 155 | |
| Total lease payments | $ | 411 | |
| Less: Interest | 50 | |
| Present value of lease liabilities | $ | 361 | |
The Company has leases in which it is the lessor. In connection with the 2021 sale of the N&B businesses and the M&M Divestitures, DuPont entered into leasing agreements with International Flavors & Fragrance Inc. (“IFF”) and Celanese, whereby DuPont is leasing certain properties, including office spaces and R&D laboratories. These leases are classified as operating leases and lessor income and related expenses are not significant to the Company's interim Condensed Consolidated Balance Sheets or interim Consolidated Statement of Operations. Lease agreements where the Company is the lessor have final expirations through 2036.
NOTE 16 - STOCKHOLDERS' EQUITY
Share Repurchase Program
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").
In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three 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. The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $426 million. 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, under the $1B Share Buyback Program, DuPont entered into an ASR agreement with one counterparty for the repurchase of $500 million of common stock ("Q1 2024 ASR Transaction"). DuPont paid an aggregate of $500 million to the counterparty and received initial deliveries of 6.0 million shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $400 million. The remaining $100 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders' equity as of March 31, 2024.
In the second quarter of 2024, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $72 million. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction.
The Inflation Reduction Act of 2022 introduced a 1 percent nondeductible excise tax imposed on the net value of certain stock repurchases. The net value is determined by the fair market value of the stock repurchased during the tax year, reduced by the fair market value of stock issued during the tax year. The Company recorded total excise tax of zero and $9 million as a reduction to retained earnings for the three and nine months ended September 30, 2024, respectively. There was no excise tax recorded for the three and nine months ended September 30, 2025. The recorded excise tax is reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in the interim Condensed Consolidated Balance Sheets.
Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the nine months ended September 30, 2025 and 2024:
| | | | | | | | | | | | | | | |
| Accumulated Other Comprehensive Loss | | Cumulative Translation Adj | Pension and OPEB | Derivative Instruments | Total |
| In millions |
| 2024 | | | | | |
| Balance at January 1, 2024 | | $ | (931) | | $ | (55) | | $ | 76 | | $ | (910) | |
| Other comprehensive (loss) income before reclassifications | | 60 | | (41) | | — | | 19 | |
| Amounts reclassified from accumulated other comprehensive loss | | — | | (1) | | — | | (1) | |
| Net other comprehensive income (loss) | | $ | 60 | | $ | (42) | | $ | — | | $ | 18 | |
Balance at September 30, 2024 | | $ | (871) | | $ | (97) | | $ | 76 | | $ | (892) | |
| 2025 | | | | | |
| Balance at January 1, 2025 | | $ | (1,493) | | $ | (115) | | $ | 108 | | $ | (1,500) | |
| Other comprehensive income (loss) before reclassifications | | 757 | | (23) | | (74) | | 660 | |
| Amounts reclassified from accumulated other comprehensive loss | | — | | 5 | | — | | 5 | |
| Net other comprehensive income (loss) | | $ | 757 | | $ | (18) | | $ | (74) | | $ | 665 | |
Balance at September 30, 2025 | | $ | (736) | | $ | (133) | | $ | 34 | | $ | (835) | |
The tax effects on the net activity related to each component of other comprehensive loss were not significant for the three or nine months ended September 30, 2025 and 2024.
NOTE 17 - PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS
A summary of the Company's pension plans and other post-employment benefits can be found in Note 19 to the Consolidated Financial Statements included in the Company’s 2024 Annual Report.
The following sets forth the components of the Company's net periodic benefit costs (credits) for defined benefit pension plans:
| | | | | | | | | | | | | | |
| Net Periodic Benefit Costs for All Significant Plans | Three Months Ended
September 30, | Nine Months Ended
September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
Service cost 1 | $ | 4 | | $ | 6 | | $ | 12 | | $ | 21 | |
Interest cost 2 | 22 | | 20 | | 63 | | 62 | |
Expected return on plan assets 3 | (23) | | (25) | | (68) | | (75) | |
Amortization of prior service credit 4 | (1) | | (1) | | (2) | | (2) | |
Amortization of unrecognized net loss 5 | — | | — | | 1 | | — | |
Curtailment/settlement 6 | 3 | | 2 | | 3 | | 1 | |
| Net periodic benefit costs - Total | $ | 5 | | $ | 2 | | $ | 9 | | $ | 7 | |
| Less: Net periodic benefit credits - Discontinued operations | — | | (1) | | — | | (1) | |
| Net periodic benefit costs - Continuing operations | $ | 5 | | $ | 3 | | $ | 9 | | $ | 8 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
1.The service cost from continuing operations was $4 million and $11 million for the three and nine months ended September 30, 2025, respectively, compared with $6 million and $20 million for the three and nine months ended September 30, 2024, respectively.
2. The interest cost from continuing operations was $22 million and $62 million for the three and nine months ended September 30, 2025, respectively, compared with $20 million and $61 million for the three and nine months ended September 30, 2024, respectively.
3. The expected return on plan assets from continuing operations was $23 million and $67 million for the three and nine months ended September 30, 2025, respectively, compared with $24 million and $73 million for the three and nine months ended September 30, 2024, respectively.
4. The amortization of prior service credit from continuing operations was $1 million for both the three and nine months ended September 30, 2025, compared with a credit of $1 million for both the three and nine months ended September 30, 2024.
5. The amortization of unrecognized net loss from continuing operations was less than a million and $1 million for the three and nine months ended September 30, 2025, respectively, compared with an immaterial gain for the three and nine months ended September 30, 2024.
6. The curtailment and settlement loss from continuing operations was $3 million the three and nine months ended September 30, 2025, compared with a loss of $2 million and $1 million for the three and nine months ended September 30, 2024, respectively.
The continuing operations portion of the net periodic benefit costs, other than the service cost component, are included in "Sundry income (expense) - net" in the interim Consolidated Statements of Operations.
DuPont expects to make additional contributions in the aggregate of approximately $17 million by year-end 2025, including plans held in discontinued operations.
NOTE 18 - STOCK-BASED COMPENSATION
A summary of the Company's stock-based compensation plans can be found in Note 20 to the Consolidated Financial Statements included in the Company's 2024 Annual Report.
In the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 Plan") which allows the Company to grant options, share appreciation rights, restricted shares, restricted stock units ("RSUs"), share bonuses, other share-based awards, cash awards, or any combination of the foregoing. Under the 2020 Plan, a maximum of 13 million shares of common stock are available for award as of September 30, 2025.
DuPont recognized share-based compensation expense in continuing operations of $13 million and $17 million for the three months ended September 30, 2025 and 2024, respectively, and $52 million and $60 million for the nine months ended September 30, 2025 and 2024, respectively. The income tax benefits related to stock-based compensation arrangements were $3 million and $4 million for the three months ended September 30, 2025 and 2024 and $11 million and $13 million for the nine months ended September 30, 2025 and 2024, respectively.
The $52 million of share-based compensation expense for the nine months ended September 30, 2025 includes $9 million, respectively, recorded in "Restructuring and asset related charges - net" in the interim Consolidated Statements of Operations. Refer to Note 6 for further information.
In the first quarter of 2025, the Company granted 0.9 million RSUs and 0.1 million performance based stock units ("PSUs"). The weighted-average fair values per share associated with the grants were $81.62 per RSU and $87.86 per PSU.
In the second quarter of 2025, the Company granted 0.1 million RSUs. The weighted-average fair values per share associated with the grants were $66.65 per RSU.
There was minimal activity in the third quarter of 2025.
NOTE 19 - FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at September 30, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value of Financial Instruments | September 30, 2025 | December 31, 2024 |
| In millions | Cost | Gain | Loss | Fair Value | Cost | Gain | Loss | Fair Value |
Cash equivalents | $ | 265 | | $ | — | | $ | — | | $ | 265 | | $ | 314 | | $ | — | | $ | — | | $ | 314 | |
Restricted cash equivalents 1 | 1,867 | | — | | — | | 1,867 | | 42 | | — | | — | | 42 | |
| | | | | | | | |
| | | | | | | | |
| Total cash and restricted cash equivalents | $ | 2,132 | | $ | — | | $ | — | | $ | 2,132 | | $ | 356 | | $ | — | | $ | — | | $ | 356 | |
Long-term debt including debt due within one year 2 | $ | (8,899) | | $ | 28 | | $ | (132) | | $ | (9,003) | | $ | (7,171) | | $ | 14 | | $ | (57) | | $ | (7,214) | |
| Derivatives relating to: | | | | | | | | |
Net investment hedge 3 | $ | — | | $ | 43 | | $ | — | | $ | 43 | | $ | — | | $ | 137 | | $ | — | | $ | 137 | |
Foreign currency 4, 5 | — | | 8 | | (8) | | — | | — | | 8 | | (8) | | — | |
Interest rate swap agreements 6 | — | | — | | (126) | | (126) | | — | | — | | (206) | | (206) | |
| Total derivatives | $ | — | | $ | 51 | | $ | (134) | | $ | (83) | | $ | — | | $ | 145 | | $ | (214) | | $ | (69) | |
1.Refer to Note 7 and Note 14 or more information on Restricted cash equivalents.
2.At September 30, 2025 balance includes amount of Qnity debt, refer to note 13 for further details. At September 30, 2025 and December 31, 2024, the balance included unamortized basis adjustment of $46 million and $48 million, respectively, related to the 2022 Swaps, discussed below. Fair value of long-term debt including debt due within one year is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms and represents a Level 2 fair value measurement.
3.Classified as "Deferred charges and other assets" in the interim Condensed Consolidated Balance Sheets.
4.Classified as "Prepaid and other current assets" and "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets.
5.Presented net of cash collateral where master netting arrangements allow.
6.The loss on the 2022 and 2024 Swaps are classified as "Other noncurrent obligations" and "Accrued and other current liabilities", respectively in the interim Condensed Consolidated Balance Sheets.
Derivative Instruments
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks. The Company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.
Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the Company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps.
The Company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The Company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.
The notional amounts of the Company's derivative instruments were as follows:
| | | | | | | | |
| Notional Amounts | September 30, 2025 | December 31, 2024 |
| In millions |
| Derivatives designated as hedging instruments: | | |
| Net investment hedge | $ | 1,000 | | $ | 1,000 | |
| | |
| Derivatives not designated as hedging instruments: | | |
Foreign currency contracts 1 | $ | 60 | | $ | (1,176) | |
Interest rate swap agreements 2 | $ | 3,505 | | $ | 4,150 | |
1.Presented net of contracts bought and sold.
2.Includes notional amounts related to the 2022 Swaps and 2024 Swaps, described further below.
Derivatives Designated in Hedging Relationships
Net Foreign Investment Hedge
In the second quarter of 2021, the Company entered into a fixed-for-fixed cross currency swaps with an aggregate notional amount totaling $1 billion to hedge the variability of exchange rate impacts between the U.S. Dollar and Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $1 billion at an interest rate of 4.73 percent for €819 million at a weighted average interest rate of 3.26 percent. The cross-currency swap is designated as a net investment hedge and expires on November 15, 2028.
The Company has made an accounting policy election to account for the net investment hedge using the spot method. The Company has also elected to amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued. The cross-currency swap is marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within AOCL, net of amounts associated with excluded components which are recognized in interest expense in the interim Consolidated Statements of Operations.
Derivatives not Designated in Hedging Relationships
Foreign Currency Contracts
The Company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The Company also uses foreign currency exchange contracts to offset a portion of the Company's exposure to certain foreign currency-denominated revenues so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated revenues.
Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities. The amount charged on a pre-tax basis related to foreign currency derivatives not designated as hedges, which was included in “Sundry income (expense) - net” in the interim Consolidated Statements of Operations, was a loss of $24 million and a gain of $17 million for the three months ended September 30, 2025 and 2024, respectively. There was a loss of $7 million for both the nine months ended September 30, 2025 and 2024.
Interest Rate Swap Agreements
In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements ("2022 Swaps") with an aggregate notional principal amount totaling $1 billion to hedge changes in the fair value of the Company’s long-term debt due to interest rate change movements. These swaps converted $1 billion of the Company’s $1.65 billion principal amount of fixed rate notes due 2038 into floating rate debt for the portion of their terms through 2032 with an interest rate based on the Secured Overnight Financing Rate ("SOFR"). Under the terms of the agreements, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount. The 2022 Swaps expire on November 15, 2032 and are carried at fair value.
Since inception of the 2022 Swaps, fair value hedge accounting has been applied and thus, changes in the fair value of the 2022 Swaps and changes in the fair value of the related hedged portion of long-term debt were presented and net to zero in "Sundry income (expense) – net" in the interim Consolidated Statements of Operations. On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 Notes in accordance with their terms. The redemption was effective on June 15, 2024. As a result of the announced redemption, the Company dedesignated the current hedging relationship. At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $81 million of which $32 million was recognized as a component of the loss from partial extinguishment of debt. The remaining basis adjustment is amortized to interest expense over the remaining term of the 2038 Notes. The basis adjustment amortization for the three and nine months ended September 30, 2025 was $1 million and $2 million, respectively.
In June 2024, the Company entered into two forward-starting fixed-to-floating interest rate swap agreements (“2024 Swaps”) to hedge the changes in the fair value of the Company’s long-term debt due to interest rate change movements. One swap converted $2.15 billion principal amount of the fixed rate notes due 2048 into floating rate debt for the portion of their terms from 2025 through 2048 with an interest rate based on SOFR. The other swap converted $1 billion principal amount of the fixed rate notes due 2038 into floating rate debt for the portion of their terms from 2032 through 2038 with an interest rate also based on SOFR. The 2024 Swaps have a mandatory early termination date of December 15, 2025 and are carried at fair value. In September 2025, the Company settled 30 percent of the swap related to the 2048 notes for about $20 million, representing the respective allocation of the fair value of the swap at the time of settlement. At September 30, 2025, the mark-to-market value of the 2024 Swaps is $75 million recorded in “Accrued and other current liabilities” in the interim Condensed Consolidated Balance Sheets, and final settlement will depend on movements in interest rates. Fair value hedge accounting has not been applied.
The 2022 Swaps and 2024 Swaps are considered economic hedges of the Company’s fixed rate debt. As such, changes in the fair value and gain or loss from net interest settlement of the 2022 Swaps after the date of dedesignation and changes in the fair value and loss from cash settlement of the 2024 Swaps since inception have been recorded in “Sundry income (expense) – net” in the interim Consolidated Statements of Operations. The amount charged related to interest rate swaps not designated as accounting hedges, was a loss of $3 million and a gain of $191 million for the three months ended September 30, 2025 and 2024, respectively. There was a gain of $48 million and a gain of $152 million for the nine months ended September 30, 2025 and 2024, respectively. The cash outflow related to the partial settlement of the 2024 swaps was presented in "Cash provided by operating activities – continuing operations" within the interim Consolidated Statements of Cash Flows.
NOTE 20 - FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
| | | | | | | | | | |
Basis of Fair Value Measurements on a Recurring Basis of Significant Other Observable Inputs (Level 2) | September 30, 2025 | December 31, 2024 | | |
| In millions |
| Assets at fair value: | | | | |
Cash equivalents and restricted cash equivalents 1 | $ | 265 | | $ | 314 | | | |
| | | | |
Derivatives relating to: 2 | | | | |
| Net investment hedge | 43 | | 137 | | | |
| | | | |
Foreign currency contracts 3 | 17 | | 23 | | | |
| Total assets at fair value | $ | 325 | | $ | 474 | | | |
| Liabilities at fair value: | | | | |
| | | | |
Derivatives relating to: 2 | | | | |
| | | | |
| Interest rate swap agreements | 126 | | 206 | | | |
Foreign currency contracts 3 | 17 | | 23 | | | |
| Total liabilities at fair value | $ | 143 | | $ | 229 | | | |
1. Time deposits included in "Cash and cash equivalents" in the interim Condensed Consolidated Balance Sheets are held at amortized cost, which approximates fair value. "Restricted cash and cash equivalents" and "Restricted cash and cash equivalents - noncurrent" in the interim Condensed Consolidated Balance Sheets of $1,867 million and $42 million at September 30, 2025 and December 31, 2024, respectively, are deposited in money market funds and represent Level 1 fair value measurement investments which are held at amortized cost.
2. See Note 19 for the classification of derivatives in the interim Condensed Consolidated Balance Sheets.
3. Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the interim Condensed Consolidated Balance Sheets. The offsetting counterparty and cash collateral netting amounts for foreign currency contracts were $9 million and zero respectively, for both assets and liabilities as of September 30, 2025. The offsetting counterparty and cash collateral netting amounts were $15 million and zero, respectively, for assets and liabilities as of December 31, 2024.
As part of the Donatelle Plastics Acquisition, the purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $85 million. The contingent earn-out liability was established using a Monte Carlo simulation and the significant assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs. The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue. As of September 30, 2025, the Company recognized an adjustment of approximately $19 million related to reflect the latest developments in the future achievement of the customer specific revenue being earned. See Note 3 for additional information.
| | | | | | | | |
Basis of Fair Value Measurements on a Recurring Basis of Significant Unobservable Inputs (Level 3) | September 30, 2025 | December 31, 2024 |
| In millions |
| Liabilities at fair value: | | |
Contingent earn-out liabilities | $ | 21 | | $ | 40 | |
| Total liabilities at fair value | $ | 21 | | $ | 40 | |
2025 Fair Value Measurements on a Nonrecurring Basis
During the third quarter of 2025, in relation to the Aramids Divestiture meeting the criteria to be classified as held for sale, the Company recorded a valuation allowance against the Aramids Business assets held for sale. The impairment analysis was performed using Level 3 inputs within the fair value hierarchy. See Note 4 for further discussion.
During the first quarter of 2025, the Company recorded an impairment charge related to goodwill within the Aramids reporting unit presented within discontinued operations. The impairment analysis was performed using Level 3 inputs within the fair value hierarchy. See Note 12 for further discussion.
NOTE 21 - SEGMENTS AND GEOGRAPHIC REGIONS
The Company's segments are aligned with the market verticals they serve, while maintaining integration and innovation strengths within strategic value chains. DuPont is comprised of two operating segments: ElectronicsCo and IndustrialsCo. Major products by segment include: ElectronicsCo (CMP pads and slurries, photoresists and advanced coatings for lithography, removers and cleaners, dielectric and metallization solutions for advanced chip packaging, specialty thermal materials and laminates); and IndustrialsCo (medical packaging, medical silicones, specialty medical devices, water purification and separation, water filtration and purification resins, flexible packaging products, nonwovens, construction materials, auto adhesives and fluids). The Company operates globally in substantially all of its product lines. Transfers of products between operating segments are generally valued at cost, to the extent such transfers are applicable.
The revenues and certain expenses of the Aramids Divestiture are classified as discontinued operations in the current and historical periods.
Aramids Business costs that are classified as discontinued operations include only direct operating expenses incurred by the business. Indirect costs, such as those related to corporate and shared service functions previously allocated to the Aramids Business, 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 Aramids Divestitures, and for which it is 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 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 CODM utilizes Operating EBITDA to assess financial performance and allocate resources by comparing actual results to historical and previously forecasted results. 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 are provided on the following pages.
The information below reflects segment structure as of September 30, 2025.
| | | | | | | | | | | | | | |
| Segment Revenue, Significant Segment Expenses and Segment Operating EBITDA | Three Months Ended September 30, |
| 2025 | 2024 |
| (In millions) | ElectronicsCo | IndustrialsCo | ElectronicsCo | IndustrialsCo |
| Segment net sales | $ | 1,275 | | $ | 1,797 | | $ | 1,147 | | $ | 1,715 | |
Less 1: | | | | |
| Cost of sales | $ | 703 | | $ | 1,169 | | $ | 607 | | $ | 1,119 | |
| Selling, general and administrative expenses | 143 | | 203 | | 147 | | 190 | |
| Research and development expenses | 92 | | 48 | | 81 | | 42 | |
Amortization of intangibles & other segment items 2 | 49 | | 66 | | 55 | | 73 | |
| Add: | | | | |
| Equity in earnings of nonconsolidated affiliates | $ | 14 | | $ | 1 | | $ | 10 | | $ | (1) | |
Depreciation and amortization 3 | 101 | | 153 | | 112 | | 155 | |
| Segment operating EBITDA | $ | 403 | | $ | 465 | | $ | 379 | | $ | 445 | |
| | | | | | | | | | | | | | |
| Segment Revenue, Significant Segment Expenses and Segment Operating EBITDA | Nine Months Ended September 30, |
| 2025 | 2024 |
| (In millions) | ElectronicsCo | IndustrialsCo | ElectronicsCo | IndustrialsCo |
| Segment net sales | $ | 3,563 | | $ | 5,157 | | $ | 3,235 | | $ | 5,028 | |
Less 1: | | | | |
| Cost of sales | $ | 1,922 | | $ | 3,346 | | $ | 1,753 | | $ | 3,291 | |
| Selling, general and administrative expenses | 417 | | 598 | | 435 | | 585 | |
| Research and development expenses | 263 | | 136 | | 231 | | 133 | |
Amortization of intangibles & other segment items 2 | 155 | | 215 | | 172 | | 222 | |
| Add: | | | | |
| Equity in earnings of nonconsolidated affiliates | $ | 37 | | $ | 1 | | $ | 33 | | $ | 1 | |
Depreciation and amortization 3 | 306 | | 457 | | 325 | | 446 | |
| Segment operating EBITDA | $ | 1,149 | | $ | 1,320 | | $ | 1,002 | | $ | 1,244 | |
1.The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
2.Other segment items include immaterial other gains or losses and miscellaneous income and expenses.
3.Depreciation is a reconciling item to Segment Operating EBITDA as it is included within "Cost of sales", "Selling, general and administrative expenses" and "Research and development expenses".
Total reportable segment net sales are $3,072 million and $2,862 million for the three months ended September 30, 2025, and 2024, respectively, and $8,720 million and $8,263 million for the nine months ended September 30, 2025, and 2024, respectively.
| | | | | | | | | | | | | | | | | |
| Reconciliation of Segment Operating EBITDA to Income from Continuing Operations Before Income Taxes | Three Months Ended September 30, | Nine Months Ended September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
| IndustrialsCo segment operating EBITDA | $ | 465 | | $ | 445 | | $ | 1,320 | | $ | 1,244 | |
| ElectronicsCo segment operating EBITDA | 403 | | 379 | | 1,149 | | 1,002 | |
| Total segment operating EBITDA | $ | 868 | | $ | 824 | | $ | 2,469 | | $ | 2,246 | |
| + | Corporate Operating EBITDA 1 | $ | (28) | | $ | (33) | | $ | (108) | | $ | (122) | |
| - | Depreciation and amortization | 257 | | 267 | | 772 | | 777 | |
| + | Interest income 2 | 18 | | 14 | | 53 | | 55 | |
| - | Interest expense 3 | 84 | | 86 | | 250 | | 281 | |
| + | Non-operating pension/OPEB benefit (costs) credits | (1) | | 3 | | 2 | | 12 | |
| + | Foreign exchange losses, net | (11) | | (17) | | (33) | | (17) | |
| - | Future reimbursable indirect costs | 8 | | 8 | | 25 | | 24 | |
| + | Significant items (charge) benefit | (170) | | 122 | | (398) | | (51) | |
| Income from continuing operations before income taxes | $ | 327 | | $ | 552 | | $ | 938 | | $ | 1,041 | |
1.Corporate includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses, DuPont's equity interest in Derby related to the Delrin® Divestiture and other costs not absorbed by reportable segments.
2.The three and nine months ended September 30, 2025 excludes accrued interest income earned on employee retention credits and interest earned on cash held in escrow associated with the Qnity financing. Refer to details of significant items below.
3.The three and nine months ended September 30, 2025 excludes interest rate swap basis amortization and interest expense associated the Qnity notes. Refer to details of significant items below.
The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA above:
| | | | | | | | | | | | | | |
Significant Items by Segment for the Three Months Ended September 30, 2025 | ElectronicsCo | IndustrialsCo | Corporate | Total |
| In millions |
Restructuring and asset related charges - net 1 | $ | (1) | | $ | (13) | | $ | (6) | | $ | (20) | |
Acquisition, integration and separation costs 2 | — | | (1) | | (138) | | (139) | |
| | | | |
Interest rate swap mark-to-market loss 3 | — | | — | | (4) | | (4) | |
Qnity financing 4 | — | | — | | (5) | | (5) | |
Other benefits (credits), net 5 | — | | (2) | | — | | (2) | |
| | | | |
| Total | $ | (1) | | $ | (16) | | $ | (153) | | $ | (170) | |
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Acquisition, integration and separation costs related primarily to the Electronics Separation.
3. Includes the non-cash mark-to-market net gain related to the 2022 Swaps and 2024 Swaps offset by the cash settlement loss on the 2024 Swaps and the interest settlement loss on the 2022 Swaps. The three months ended September 30, 2025 also includes basis amortization on the 2022 Swaps ($1 million pre-tax, reflected in "Interest expense" within the interim Consolidated Statements of Operations). See Note 19 for additional information.
4. Includes interest income earned on cash held in escrow ($9 million pre-tax) and interest expense ($14 million pre-tax) associated with the Qnity notes. See Note 13 for additional information.
5. Reflects legal costs within the IndustrialsCo segment associated with a pending intellectual property matter ($9 million pre-tax cost) offset by benefits related to an adjustment of the Donatelle contingent earn-out liability ($7 million pre-tax benefit).
| | | | | | | | | | | | | | |
Significant Items by Segment for the Three Months Ended September 30, 2024 | ElectronicsCo | IndustrialsCo | Corporate | Total |
| In millions |
Restructuring and asset related charges - net 1 | $ | 2 | | $ | (21) | | $ | (2) | | $ | (21) | |
Inventory write-offs 2 | — | | (2) | | — | | (2) | |
Acquisition, integration and separation costs 3 | — | | (3) | | (40) | | (43) | |
Interest rate swap mark-to-market gain 4 | — | | — | | 190 | | 190 | |
Other benefits (credits), net 5 | — | | (2) | | — | | (2) | |
| Total | $ | 2 | | $ | (28) | | $ | 148 | | $ | 122 | |
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Reflects an adjustment to raw material inventory write-offs recorded in “Cost of sales” within the interim Consolidated Statements of Operations in connection with restructuring actions related to plant line closures within the IndustrialsCo segment.
3. Acquisition, integration and separation costs related primarily to the Electronics Separation.
4. Includes the mark-to-market gain related to the 2022 Swaps and 2024 Swaps offset by the interest settlement loss on the 2022 Swaps. The three months ended September 30, 2024 also includes basis amortization on the 2022 Swaps ($1 million pre-tax, reflected in "Interest expense" within the interim Consolidated Statements of Operations). Refer to Note 19 for further details.
5. Reflects credit related to the amortization of an inventory step-up adjustment related to the Donatelle Plastics Acquisition ($2 million pre-tax benefit).
| | | | | | | | | | | | | | |
Significant Items by Segment for the Nine Months Ended September 30, 2025 | ElectronicsCo | IndustrialsCo | Corporate | Total |
| In millions |
Restructuring and asset related charges - net 1 | $ | (8) | | $ | (24) | | $ | (35) | | $ | (67) | |
Acquisition, integration and separation costs 2 | — | | — | | (383) | | (383) | |
| | | | |
Interest rate swap mark-to-market gain 3 | — | | — | | 46 | | 46 | |
Qnity financing 4 | — | | — | | (5) | | (5) | |
Other benefits (credits), net 5 | — | | 5 | | 6 | | 11 | |
| Total | $ | (8) | | $ | (19) | | $ | (371) | | $ | (398) | |
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Acquisition, integration and separation costs related primarily to the Electronics Separation.
3. Includes the non-cash mark-to-market net gain related to the 2022 Swaps and 2024 Swaps offset by the cash settlement loss on the 2024 swaps and the interest settlement loss on the 2022 Swaps. The nine months ended September 30, 2025 also includes basis amortization on the 2022 Swaps ($2 million pre-tax, reflected in "Interest expense" within the interim Consolidated Statements of Operations). See Note 19 for additional information.
4. Includes interest income earned on cash held in escrow ($9 million pre-tax) and interest expense ($14 million pre-tax) associated with the Qnity notes. See Note 13 for additional information.
5. Reflects benefits related to an adjustment of the Donatelle contingent earn-out liability ($19 million pre-tax cost) and accrued interest earned on employee retention credits ($6 million pre-tax benefit), offset by legal costs within the IndustrialsCo segment associated with a pending intellectual property matter ($14 million pre-tax benefit).
| | | | | | | | | | | | | | |
Significant Items by Segment for the Nine Months Ended September 30, 2024 | ElectronicsCo | IndustrialsCo | Corporate | Total |
| In millions |
Restructuring and asset related charges - net 1 | (2) | | $ | (47) | | $ | (7) | | $ | (56) | |
Inventory write-offs 2 | — | | (27) | | — | | (27) | |
Acquisition, integration and separation costs 3 | — | | (9) | | (42) | | (51) | |
Loss on debt extinguishment 4 | — | | — | | (74) | | (74) | |
Interest rate swap mark-to-market gain 5 | — | | — | | 151 | | 151 | |
Income tax items 6 | — | | — | | 8 | | 8 | |
Other benefits (credits), net 7 | — | | (2) | | — | | (2) | |
| Total | $ | (2) | | $ | (85) | | $ | 36 | | $ | (51) | |
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Reflects raw material inventory write-offs recorded in “Cost of sales” within the interim Consolidated Statements of Operations in connection with restructuring actions related to plant line closures within the IndustrialsCo segment.
3. Acquisition, integration and separation costs related primarily to the Electronics Separation.
4. Reflects the loss on extinguishment of debt related to the partial redemption of an aggregate principal amount of the 2038 Notes. Refer to Note 13 for further details.
5. Includes the non-cash mark-to-market gain related to the 2022 Swaps and 2024 Swaps offset by the interest settlement loss on the 2022 Swaps. The nine months ended September 30, 2024 also includes basis amortization on the 2022 Swaps ($1 million pre-tax, reflected in "Interest expense" within the interim Consolidated Statements of Operations). Refer to Note 19 for further details.
6. Reflects the impact of an international tax audit.
7. Reflects credit related to the amortization of an inventory step-up adjustment related to the Donatelle Plastics Acquisition ($2 million pre-tax credit).
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| Segment and Corporate Information | ElectronicsCo | IndustrialsCo | Corporate | Total |
| In millions |
As of September 30, 2025 | | | | |
| Assets of continuing operations | $ | 13,817 | | $ | 16,862 | | $ | 5,552 | | $ | 36,231 | |
| Investment in nonconsolidated affiliates | 419 | | 9 | | 108 | | 536 | |
As of December 31, 2024 | | | | |
| Assets of continuing operations | $ | 13,599 | | $ | 16,358 | | $ | 3,676 | | $ | 33,633 | |
| Investment in nonconsolidated affiliates | 382 | | 9 | | 117 | | 508 | |
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| Capital Expenditure Reconciliation to Consolidated Financial Statements | Three Months Ended September 30, | Nine Months Ended September 30, |
| In millions | 2025 | 2024 | 2025 | 2024 |
| IndustrialsCo | $ | 79 | | $ | 68 | | $ | 195 | | $ | 168 | |
| ElectronicsCo | 79 | | 62 | | 200 | | 145 | |
| Segment totals | $ | 158 | | $ | 130 | | $ | 395 | | $ | 313 | |
Accrual to cash adjustment 1 | (12) | | (31) | | 88 | | 63 | |
| Total | $ | 146 | | $ | 99 | | $ | 483 | | $ | 376 | |
1.Reflects the incremental cash spent or unpaid on capital expenditures; total capital expenditures are presented on a cash basis.
NOTE 22 - SUBSEQUENT EVENTS
Closing of the Qnity Spin-Off
On November 1, 2025, DuPont completed the previously announced separation of the Company's Electronics business, Qnity, Electronics, Inc., into a separate and independent public company (the "Electronics Separation") through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Qnity’s common stock, par value $0.01 per share, to holders of the Company’s common stock, par value $0.01 per share, as of the close of business on October 22, 2025 (the “Distribution”). At and for the three months ended September 30, 2025, the Electronics business represented approximately 38 percent and 42 percent of the Company's assets and net sales, respectively. The Company has determined that the Qnity spin-off represents a strategic shift that will have a major effect on the Company’s operations and results. As a result, beginning in the fourth quarter of 2025, Qnity's financial results will be reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.
Agreements with Qnity Electronics, Inc.
In connection with the Electronics Separation, effective November 1, 2025, DuPont and/or certain of its affiliates entered into certain agreements with Qnity and/or certain of its affiliates, including each of the following:
•Separation and Distribution Agreement;
•Tax Matters Agreement;
•Employee Matters Agreement;
•Intellectual Property Cross-License Agreement;
•Transition Services Agreement; and
•Legacy Liabilities Assignment Agreement.
Financing Transactions
As discussed in Note 13, the gross proceeds of approximately $1,750 million from the Qnity Notes were deposited into an escrow account and at September 30, 2025 were reflected in “Restricted cash and cash equivalents" in the interim Condensed Consolidated Balance Sheets. On November 1, 2025, the gross proceeds of the Qnity Notes and the pre-funded interest deposit and accrued interest income earned on the escrow were released in connection with the completion of the Distribution.
Debt Exchange and Special Mandatory Redemption Event
As referenced in Note 13, the Exchange Offers were completed and settled on October 2, 2025 and in connection with the settlement of the Exchange Offers, DuPont issued $1,584 million aggregate principal amount of the New 2028 Notes in exchange for the 2028 Notes tendered and accepted by DuPont, approximately $226 million aggregate principal amount of New 2038 Notes in exchange for the 2038 Notes tendered and accepted by DuPont and approximately $295 million aggregate principal amount of New 2048 Notes and (collectively with the New 2028 Notes and the New 2038 Notes, the “New Notes”) in exchange for the 2048 Notes tendered and accepted by DuPont.
Each series of the New Notes provides for special mandatory redemption as discussed below. Each series of the New Notes has the same interest rate, interest payment dates, maturity date and optional redemption provisions as the applicable series of Existing Notes; provided that the methodology for calculating any make-whole redemption price for the New Notes reflects the Securities Industry and Financial Markets Association model provisions. Interest is payable on the New 2028 Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2028. Interest is payable on the New 2038 Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2038. Interest is payable on the New 2048 Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2048.
Upon the completion of the Distribution, the special mandatory redemption event was triggered under each series of New Notes (the "Special Mandatory Redemption Event"). As a result, DuPont is required to redeem $900 million principal amount of the New 2028 Notes, approximately $226 million principal amount of the New 2038 Notes and approximately $295 million principal amount of the New 2048 Notes on the Special Mandatory Redemption Date (as defined below) (such redemption the "Special Mandatory Redemption"), at a redemption price (the “Special Mandatory Redemption Price”) equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest on each series of the New Notes discounted to the Special Mandatory Redemption Date (assuming each series of the New Notes matured on the applicable par call date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus (i) 25 basis points in the case of the New 2028 Notes and (ii) 30 basis points in the case of the New 2038 Notes and the New 2048 Notes, less (b) interest accrued to the Special Mandatory Redemption Date, and (2) 100% of the principal amount of the applicable series of the New Notes to be redeemed, plus, in either case, accrued and unpaid interest, if any, to, but excluding the Special Mandatory Redemption Date.
The Company sent redemption notices to the holders of the New Notes on November 3, 2025 and the Special Mandatory Redemption will be completed on November 7, 2025.
Consent Solicitation and Offer to Purchase
On November 3, 2025, DuPont entered into a transaction support agreement (the “Transaction Support Agreement”) with certain noteholders (the “Supporting Holders”) that beneficially own $649 million (or approximately 83.9%) of the 2038 Notes and $1,118 million (or approximately 60.25%) of the 2048 Notes, each issued pursuant to the Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. (n/k/a DuPont de Nemours, Inc.) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. (n/k/a DuPont de Nemours, Inc.) and the Trustee (collectively, the “Indenture”). Pursuant to the Transaction Support Agreement, (i) DuPont has agreed to launch, and the Supporting Holders have agreed to provide their consents with respect to their 2038 Notes and 2048 Notes (as applicable) in support of a solicitation of consents (the “Consent Solicitations”) with respect to the adoption of certain proposed amendments (the “Proposed Amendments”) to the Indenture governing the applicable series of 2038 Notes and 2048 Notes to expressly permit DuPont to consummate the Electronics Separation and the proposed sale of its Aramids Business, and (ii) DuPont has agreed to launch and the Supporting Holders have agreed to tender $1,029 million aggregate principal amount of their 2048 Notes into a tender offer (the “Tender Offer”) to purchase for cash up to $739 million aggregate principal amount of the 2048 Notes (the "Tender Cap") at a purchase price equal to $1,000 per $1,000 aggregate principal amount of 2048 Notes plus accrued and unpaid interest (if any) thereon to, but excluding, the applicable settlement date of the Tender Offer.
The Tender Offer is currently set to expire on December 3, 2025 (as such time and date may be extended by DuPont, the “Tender Expiration Date”). Holders may withdraw their tendered 2048 Notes prior to or at, but not after, 5:00 p.m., New York City time, on November 17, 2025 (as such date and time may be extended by DuPont). Payment for the 2048 Notes that are validly tendered prior to or at the Tender Expiration Date and that are accepted for purchase by DuPont will be made on the final settlement date thereof (which is expected to be two (2) business days after the Tender Expiration Date), provided that DuPont reserves the right, in its sole discretion, to make early payment for 2048 Notes that are validly tendered prior to or at 5:00 p.m., New York City time, on November 17, 2025 (such date and time, as it may be extended by DuPont, the “Early Tender Date”) and that are accepted for purchase on the date referred to as the “Early Settlement Date” (which is expected to be two (2) business days after the Early Tender Date). 2048 Notes validly tendered prior to or at the Early Tender Date will be accepted for purchase in priority to other 2048 Notes validly tendered after the Early Tender Date (whether or not there is an Early Settlement Date). If the aggregate principal amount of 2048 Notes validly tendered in the Tender Offer exceeds the Tender Cap, the amount of such 2048 Notes purchased will be determined on a prorated basis pursuant to the terms of the Tender Offer. 2048 Notes tendered after the Early Tender Date but prior to or at the Expiration Date will be eligible for purchase, and subject to proration, only if and to the extent that the aggregate principal amount of 2048 Notes that are validly tendered and accepted for purchase as of the Early Tender Date is less than the Tender Cap. If the Tender Offer is oversubscribed, proration will be required, the amount of which will not be knowable until after the Early Tender Date or the Tender Expiration Date, as applicable.
Following successful consummation of the Tender Offer, repayment at maturity of DuPont’s 4.493% Notes due 2025 and payment of the Special Mandatory Redemption of the New Notes, DuPont will have repaid approximately $4.0 billion aggregate principal amount of its senior notes, with total refinancing expenses of approximately $156 million (including redemption premiums and excluding swap termination expenses).
Share Repurchase Authorization
On November 6, 2025, the Company announced that its Board of Directors, post the Electronics Separation, approved a new share repurchase authorization of up to $2 billion of common stock (the “$2B Authorization”). Under the $2B Authorization, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, which may include accelerated share repurchase transactions. The $2B Authorization will terminate once the authorized amount of shares have been repurchased and retired or when terminated by the Board of Directors. 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. The Company expects to launch an accelerated share repurchase transaction under the authorization to repurchase $500 million, in aggregate, of common stock.
Interest Rate Swap Activity
In November 2025, the Company settled approximately 23% of the notional of the 2022 swaps related to the 2038 Notes and 100% of the notional of the 2024 swaps related to the 2038 Notes and the remaining 70% of the notional of the 2048 Notes for a total of $101 million, representing the respective allocation of the fair value of the swaps at the time of settlement.
Q4 2025 Segment Realignment
Effective in the fourth quarter of 2025, the Company will realign its management and reporting structure. This realignment will result in a change in reportable segments in the fourth quarter of 2025 which will change the manner in which the Company reports its financial results (the "Q4 2025 Segment Realignment"), creating two new reportable segments: Healthcare & Water Technologies and Diversified Industrials. Segment information in Note 21 is not reflective of the impact of Q4 2025 Segment Realignment.