DuPont(DD) - 2025 Q2 - Quarterly Report

Registrant Information Company Details DuPont de Nemours, Inc. is a Delaware-incorporated large accelerated filer with common stock traded on the New York Stock Exchange under the symbol DD. As of August 1, 2025, the company had 418,716,685 shares of common stock outstanding - DuPont de Nemours, Inc. is a large accelerated filer[4][5] Common Stock Listing | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, par value $0.01 per share | DD | New York Stock Exchange | - As of August 1, 2025, the registrant had 418,716,685 shares of common stock outstanding[6] Company Overview and Forward-Looking Statements Overview DuPont announced its target to complete the separation of its Electronics business (Qnity Electronics, Inc.) by November 1, 2025, via a spin-off. This led to a realignment of management and reporting structure in Q1 2025, resulting in a new two-segment reporting structure for all presented periods - DuPont is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (Qnity Electronics, Inc.) by way of a spin-off transaction[11] - Effective in the first quarter of 2025, the Company realigned its management and reporting structure, resulting in a change in reportable segments (the '2025 Segment Realignment')[12] - The Consolidated Financial Statements have been recast for all periods presented to reflect the new two-segment reporting structure[12] Forward-Looking Statements The document contains forward-looking statements regarding future business and financial performance, subject to various risks and uncertainties. Key factors that could cause actual results to differ materially include the ability to complete the Intended Electronics Separation, its potential impacts, and risks related to PFAS costs, economic conditions, trade disputes, and sustainability strategies - Forward-looking statements address expected future business and financial performance and financial condition, often containing words like 'expect,' 'anticipate,' 'intend,' 'plan,' 'believe,' and similar expressions[13] - Important factors that could cause actual results to differ include the ability to effect the Intended Electronics Separation, its potential benefits and disruptions, and the uncertainty of financial performance post-separation[14] - Other risks include costs related to PFAS, indemnification of legacy liabilities, failure to realize expected benefits from portfolio changes, adverse changes in worldwide economic/political/regulatory conditions, and the ability to offset increased input costs[14][15] PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (Unaudited) This section presents DuPont's unaudited consolidated financial statements, including statements of operations, comprehensive income, balance sheets, cash flows, and equity, along with detailed notes. The financial results reflect the new two-segment reporting structure (ElectronicsCo and IndustrialsCo) effective in Q1 2025 due to the Intended Electronics Separation Consolidated Statements of Operations Consolidated Statements of Operations (Unaudited) | In millions, except per share amounts | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $3,257 | $3,171 | $6,323 | $6,102 | | Income (loss) from continuing operations, net of tax | $238 | $176 | $(310) | $359 | | (Loss) income from discontinued operations, net of tax | $(168) | $9 | $(202) | $23 | | Net income (loss) | $70 | $185 | $(512) | $382 | | Net income (loss) available for DuPont common stockholders | $59 | $178 | $(530) | $367 | | Earnings (loss) per common share - basic | $0.14 | $0.43 | $(1.27) | $0.87 | | Earnings (loss) per common share - diluted | $0.14 | $0.42 | $(1.27) | $0.87 | Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income (Unaudited) | In millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $70 | $185 | $(512) | $382 | | Total other comprehensive income (loss) | $507 | $(141) | $750 | $(377) | | Comprehensive income | $577 | $44 | $238 | $5 | | Comprehensive income attributable to DuPont | $559 | $43 | $207 | $3 | Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Unaudited) | In millions | June 30, 2025 | December 31, 2024 | | :---------- | :------------ | :---------------- | | Total current assets | $6,850 | $6,364 | | Total Assets | $36,559 | $36,636 | | Total current liabilities | $4,853 | $4,801 | | Total Liabilities | $13,043 | $12,843 | | Total equity | $23,516 | $23,793 | Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (Unaudited) | In millions | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :----------------------------- | :----------------------------- | | Cash provided by operating activities - continuing operations | $763 | $1,020 | | Cash used for investing activities - continuing operations | $(358) | $(302) | | Cash used for financing activities - continuing operations | $(390) | $(1,531) | | Cash used in discontinued operations | $(72) | $(439) | | Decrease in cash, cash equivalents and restricted cash | $(13) | $(1,294) | | Cash, cash equivalents and restricted cash at end of period | $1,879 | $1,509 | Consolidated Statements of Equity Consolidated Statements of Equity (Unaudited) - Six Months Ended June 30, 2025 and 2024 | In millions | Balance at December 31, 2024 | Net (loss) income | Other comprehensive income | Dividends ($1.23 per common share) | Common stock issued/sold | Stock-based compensation | Distributions to non-controlling interests | Balance at June 30, 2025 | | :---------- | :--------------------------- | :---------------- | :------------------------- | :--------------------------------- | :----------------------- | :----------------------- | :----------------------------------------- | :----------------------- | | Total Equity | $23,793 | $(512) | $750 | $(515) | $4 | $18 | $(22) | $23,516 | Consolidated Statements of Equity (Unaudited) - Three Months Ended June 30, 2025 and 2024 | In millions | Balance at March 31, 2025 | Net income | Other comprehensive income | Dividends ($0.82 per common share) | Stock-based compensation | Balance at June 30, 2025 | | :---------- | :------------------------ | :--------- | :------------------------- | :--------------------------------- | :----------------------- | :----------------------- | | Total Equity | $23,268 | $70 | $507 | $(343) | $14 | $23,516 | Notes to the Consolidated Financial Statements (Unaudited) Note 1 - Summary of Significant Accounting Policies The unaudited interim Consolidated Financial Statements are prepared in accordance with U.S. GAAP for interim financial information. Effective Q1 2025, the Company realigned its management and reporting structure due to the Intended Electronics Separation, resulting in a new two-segment reporting structure (ElectronicsCo and IndustrialsCo) for all presented periods - The interim Consolidated Financial Statements are prepared in accordance with U.S. GAAP for interim financial information[32] - Effective in the first quarter of 2025, the Company realigned its management and reporting structure due to the Intended Electronics Separation, resulting in a change in reportable segments[33] - The Consolidated Financial Statements have been recast for all periods presented to reflect the new two-segment reporting structure: ElectronicsCo and IndustrialsCo[33][37] Note 2 - Recent Accounting Guidance DuPont adopted ASU 2023-07 (Segment Reporting) in Q1 2025, improving disclosures for reportable segments. The company is evaluating the impact of ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation Disclosures), effective for fiscal years beginning after December 15, 2024, and 2027, respectively - ASU 2023-07, 'Segment Reporting,' was adopted in Q1 2025, improving disclosure requirements for reportable segments, including significant segment expenses and CODM information[34] - The Company is evaluating the impact of ASU 2023-09, 'Income Taxes,' effective for fiscal years beginning after December 15, 2024, which aims to improve transparency and disclosure requirements for rate reconciliation and income taxes paid[35] - ASU 2024-03, 'Expense Disaggregation Disclosures,' effective for the Company's 2027 annual report, will improve disclosures about the nature of expenses within line items on the statements of operations[36] Note 3 - Acquisitions On July 28, 2024, DuPont acquired Donatelle Plastics, LLC for $365 million, including a $40 million contingent earn-out liability. The acquisition, specializing in medical devices, is part of the IndustrialsCo segment, adding $114 million in goodwill primarily for optimizing combined healthcare and water technologies businesses - DuPont completed the acquisition of Donatelle Plastics, LLC on July 28, 2024, for a net purchase price of $365 million[38] - The acquisition included a provisional recognition of $114 million of goodwill, assigned to the IndustrialsCo segment, primarily for optimizing combined Healthcare & Water Technologies businesses[40][43] - A contingent earn-out liability, initially valued at $40 million, is based on customer-specific revenue through December 31, 2029. As of June 30, 2025, this liability was adjusted by $12 million, resulting in a fair value of $28 million[44][45] Note 4 - Divestitures DuPont completed the M&M Divestitures (Mobility & Materials segment and Delrin® business) in 2022 and 2023, respectively, which represented a strategic shift. Discontinued operations resulted in a net loss of $168 million for the three months ended June 30, 2025, and $202 million for the six months ended June 30, 2025, primarily due to MOU activity and indemnification activity - The M&M Divestitures (Mobility & Materials segment and Delrin® business) were completed on November 1, 2022, and November 1, 2023, respectively, representing a strategic shift[47] (Loss) Income from Discontinued Operations, Net of Tax | In millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | M&M Divestitures | $— | $(4) | $— | $(10) | | MOU activity, net | $(165) | $(8) | $(179) | $(17) | | Indemnification activity - environmental and legal | $(2) | $— | $(21) | $(5) | | Tax related matters | $2 | $21 | $3 | $56 | | Other | $(3) | $— | $(5) | $(1) | | (Loss) income from discontinued operations, net of tax | $(168) | $9 | $(202) | $23 | - Acquisition, integration and separation costs were $154 million for Q2 2025 and $279 million for H1 2025, primarily associated with the Intended Electronics Separation[52] Note 5 - Revenue DuPont's revenue is primarily from product sales, disaggregated by segment and geographic region. Net sales for Q2 2025 increased 3% YoY to $3,257 million, and for H1 2025 increased 4% YoY to $6,323 million, driven by volume growth in ElectronicsCo. Asia Pacific remains the largest geographic region for net sales Net Trade Revenue by Segment and Business or Major Product Line (Unaudited) | In millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | ElectronicsCo | $1,170 | $1,104 | $2,288 | $2,088 | | IndustrialsCo | $2,087 | $2,067 | $4,035 | $4,014 | | Total | $3,257 | $3,171 | $6,323 | $6,102 | Net Trade Revenue by Geographic Region (Unaudited) | In millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | U.S. & Canada | $1,150 | $1,127 | $2,209 | $2,180 | | EMEA | $576 | $550 | $1,129 | $1,094 | | Asia Pacific | $1,417 | $1,368 | $2,750 | $2,584 | | Latin America | $114 | $126 | $235 | $244 | | Total | $3,257 | $3,171 | $6,323 | $6,102 | - Net sales attributed to China/Hong Kong were $603 million for Q2 2025 (down from $614 million in Q2 2024) and $1,190 million for H1 2025 (up from $1,129 million in H1 2024)[57] Note 6 - Restructuring and Asset Related Charges - Net DuPont incurred $2 million in restructuring charges for Q2 2025 and $49 million for H1 2025, primarily from the Transformational Separation-Related Restructuring Program, which aims to streamline operations for the Intended Electronics Separation and the future New DuPont company. The 2023-2024 Restructuring Program, largely complete by end of 2024, also contributed to charges - Restructuring and asset related charges were $2 million for Q2 2025 (down from $8 million in Q2 2024) and $49 million for H1 2025 (up from $47 million in H1 2024)[62] - The Transformational Separation-Related Restructuring Program, approved in March 2025, targets $100 million in pre-tax charges through 2026 to streamline organizational structures for the Intended Electronics Separation[63] Transformational Separation-Related Restructuring Program Charges by Segment (H1 2025) | (In millions) | Six Months Ended June 30, 2025 | | :------------ | :----------------------------- | | ElectronicsCo | $7 | | IndustrialsCo | $11 | | Corporate | $31 | | Total | $49 | Note 7 - Supplementary Information Sundry income (expense) - net was an expense of $13 million for Q2 2025 and income of $88 million for H1 2025, reflecting changes in interest rate swap gains/losses, foreign exchange, and a benefit from the Donatelle contingent earn-out liability adjustment. Restricted cash balances remained stable Sundry Income (Expense) - Net (Unaudited) | In millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Non-operating pension and other post-employment benefit credits | $1 | $3 | $4 | $10 | | Interest income | $20 | $21 | $41 | $41 | | Foreign exchange (losses) gains, net | $(18) | $(4) | $(21) | $— | | Loss on debt extinguishment | $— | $(74) | $— | $(74) | | Interest rate swap (loss) gain | $(27) | $(39) | $51 | $(39) | | Miscellaneous income (expense) - net | $11 | $6 | $13 | $13 | | Sundry income (expense) - net | $(13) | $(87) | $88 | $(49) | - The miscellaneous income (expense) - net for Q2 and H1 2025 includes a $12 million benefit related to an adjustment of the Donatelle contingent earn-out liability[45][71] - Restricted cash and cash equivalents (current and noncurrent) totaled $42 million at June 30, 2025, consistent with December 31, 2024, primarily attributable to the MOU cost sharing arrangement[72] Note 8 - Income Taxes DuPont's effective tax rate on continuing operations was 22.2% for Q2 2025 (down from 40.5% in Q2 2024) and (152.0)% for H1 2025 (down from 36.2% in H1 2024). The H1 2025 decrease was primarily due to a non-deductible $768 million goodwill impairment charge. The company is evaluating the impact of the recently enacted One Big Beautiful Bill Act on tax reform provisions - The effective tax rate on continuing operations for Q2 2025 was 22.2%, compared with 40.5% for Q2 2024, primarily due to discrete tax expenses in Q2 2024[75] - For H1 2025, the effective tax rate on continuing operations was (152.0)%, compared with 36.2% for H1 2024, principally due to a $768 million non-deductible goodwill impairment charge in Q1 2025[75] - The Company is evaluating the impact of the One Big Beautiful Bill Act, enacted July 4, 2025, which includes tax reform provisions such as immediate expensing of domestic R&D and revisions to foreign-sourced earnings[76] Note 9 - Earnings Per Share Calculations Basic and diluted earnings per common share from continuing operations were $0.54 for Q2 2025 (up from $0.40 in Q2 2024) and $(0.78) for H1 2025 (down from $0.82 in H1 2024). Net earnings per share (basic and diluted) were $0.14 for Q2 2025 and $(1.27) for H1 2025 Earnings (Loss) Per Share Calculations - Basic (Unaudited) | Dollars per share | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Earnings (loss) from continuing operations attributable to common stockholders | $0.54 | $0.40 | $(0.78) | $0.82 | | (Loss) earnings from discontinued operations, net of tax | $(0.40) | $0.02 | $(0.48) | $0.05 | | Earnings (loss) attributable to common stockholders | $0.14 | $0.43 | $(1.27) | $0.87 | Earnings (Loss) Per Share Calculations - Diluted (Unaudited) | Dollars per share | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Earnings (loss) from continuing operations attributable to common stockholders | $0.54 | $0.40 | $(0.78) | $0.82 | | (Loss) earnings discontinued operations, net of tax | $(0.40) | $0.02 | $(0.48) | $0.05 | | Earnings (loss) attributable to common stockholders | $0.14 | $0.42 | $(1.27) | $0.87 | Share Count Information (Unaudited) | Shares in millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Weighted-average common shares - basic | 418.9 | 417.8 | 418.7 | 420.3 | | Weighted-average common shares - diluted | 419.7 | 419.3 | 418.7 | 421.6 | Note 10 - Inventories Total inventories increased to $2,295 million at June 30, 2025, from $2,130 million at December 31, 2024, with finished goods representing the largest component Inventories (Unaudited) | In millions | June 30, 2025 | December 31, 2024 | | :---------- | :------------ | :---------------- | | Finished goods | $1,250 | $1,162 | | Work in process | $546 | $509 | | Raw materials | $359 | $332 | | Supplies | $140 | $127 | | Total inventories | $2,295 | $2,130 | Note 11 - Nonconsolidated Affiliates DuPont's net investment in nonconsolidated affiliates increased to $791 million at June 30, 2025. The company holds a 19.9% equity interest in Derby Group Holdings LLC, acquired as part of the Delrin® Divestiture, which contributed $8 million in income for Q2 2025 - The Company's net investment in nonconsolidated affiliates was $791 million at June 30, 2025, up from $778 million at December 31, 2024[81] - DuPont acquired a 19.9% non-controlling equity interest in Derby Group Holdings LLC as a result of the Delrin® Divestiture on November 1, 2023[83] - The Company recorded income of $8 million from Derby equity interest for the three months ended June 30, 2025, and recognized non-cash interest income of $6 million on the Derby Note Receivable for the same period[83][84] Note 12 - Goodwill and Other Intangible Assets Goodwill decreased to $16,240 million at June 30, 2025, primarily due to a $768 million non-cash impairment charge in Q1 2025 related to the Aramids reporting unit within the IndustrialsCo segment, identified after the 2025 Segment Realignment. Total other intangible assets also decreased to $5,163 million Changes in Goodwill Carrying Amounts (Unaudited) | In millions | ElectronicsCo | IndustrialsCo | Total | | :---------- | :------------ | :------------ | :---- | | Balance at December 31, 2024 | $8,251 | $8,316 | $16,567 | | Currency translation adjustment | $65 | $376 | $441 | | Impairment | $— | $(768) | $(768) | | Balance at June 30, 2025 | $8,316 | $7,924 | $16,240 | - A non-cash goodwill impairment charge of $768 million was recorded in Q1 2025 for the Aramids reporting unit within the IndustrialsCo segment, following the 2025 Segment Realignment[88] Net Intangibles by Segment (Unaudited) | In millions | June 30, 2025 | December 31, 2024 | | :---------- | :------------ | :---------------- | | ElectronicsCo | $1,578 | $1,655 | | IndustrialsCo | $3,585 | $3,715 | | Total | $5,163 | $5,370 | Note 13 - Short-Term Borrowings, Long-Term Debt, Available Credit Facilities and Other Obligations Long-term debt remained stable at $5,326 million at June 30, 2025. DuPont entered into a new $1 billion 364-day revolving credit facility and amended its $2.5 billion 5-year revolving credit facility in May 2025, extending its maturity to April 2028. The company also utilizes a supplier financing program with $96 million outstanding at June 30, 2025 - Long-term debt was $5,326 million at June 30, 2025, and $5,323 million at December 31, 2024[91] - In May 2025, the Company entered into a new $1 billion 364-day revolving credit facility and amended its $2.5 billion 5-year revolving credit facility to extend the maturity date to April 2028[94] - The amount of invoices outstanding under the supplier financing programs was $96 million at June 30, 2025, recorded in 'Accounts Payable'[96] Note 14 - Commitments and Contingent Liabilities DuPont is involved in various lawsuits and environmental actions, particularly related to PFAS. The company, along with Chemours and Corteva, agreed to share eligible PFAS costs up to $4 billion under an MOU, with DuPont's portion of the $2 billion MOU limit being approximately $1.4 billion. A proposed $875 million NJ Settlement for legacy substance claims, including PFAS, was agreed upon, with DuPont's share estimated at $311 million (NPV $177 million). The company also settled AFFF-related claims for $1.185 billion, with DuPont contributing $400 million - DuPont, Corteva, EIDP, and Chemours agreed to share certain eligible PFAS costs up to $4 billion under an MOU, with DuPont's portion of the $2 billion MOU limit being approximately $1.4 billion[102][103] - On August 3, 2025, DuPont, Chemours, and Corteva agreed to a proposed Judicial Consent Order with the State of New Jersey to resolve legacy claims for $875 million, payable over 25 years. DuPont's share of the cash payment is estimated at $311 million (NPV $177 million)[126][127] - 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, with DuPont paying its $400 million contribution in Q3 2023[119][120] Environmental Accrued Obligations (Unaudited) | In millions | June 30, 2025 | December 31, 2024 | | :---------- | :------------ | :---------------- | | Environmental remediation liabilities not subject to indemnity | $43 | $45 | | Environmental remediation indemnified related liabilities: | | | | Indemnifications related to Dow and Corteva | $83 | $83 | | MOU related obligations | $144 | $146 | | Other environmental indemnifications | $1 | $1 | | Total environmental related liabilities | $271 | $275 | Note 15 - Operating Leases Operating lease costs were $27 million for Q2 2025 and $55 million for H1 2025. Operating lease right-of-use assets totaled $410 million, and total operating lease liabilities were $415 million at June 30, 2025, with a weighted-average remaining lease term of 7.8 years Operating Lease Costs (Unaudited) | In millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease costs | $27 | $32 | $55 | $63 | Supplemental Balance Sheet Information Related to Leases (Unaudited) | In millions | June 30, 2025 | December 31, 2024 | | :---------- | :------------ | :---------------- | | Operating lease right-of-use assets | $410 | $403 | | Current operating lease liabilities | $83 | $84 | | Noncurrent operating lease liabilities | $332 | $322 | | Total operating lease liabilities | $415 | $406 | Lease Term and Discount Rate for Operating Leases (Unaudited) | | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Weighted-average remaining lease term (years) | 7.8 | 7.8 | | Weighted average discount rate | 3.89 % | 3.78 % | Note 16 - Stockholders' Equity DuPont completed its $5 billion share buyback program in Q1 2024 and a $500 million repurchase under a new $1 billion program in Q2 2024, retiring 6.9 million shares. The company recorded no excise tax on stock repurchases for Q2 and H1 2025, compared to $1 million and $9 million in the prior year periods, respectively - The $2 billion ASR Transaction, completed in Q1 2024, effectively completed the $5 billion Share Buyback Program[148] - Under the $1 billion Share Buyback Program, DuPont repurchased and retired $500 million of common stock (6.9 million shares at an average price of $71.96 per share) in Q1 and Q2 2024[149][151] - No excise tax on stock repurchases was recorded for the three and six months ended June 30, 2025, compared to $1 million and $9 million, respectively, in the prior year periods[152] Note 17 - Pension Plans and Other Post-Employment Benefits Net periodic benefit costs for defined benefit pension plans were $2 million for Q2 2025 and $4 million for H1 2025. DuPont expects to make additional contributions of approximately $29 million to these plans by year-end 2025 Net Periodic Benefit Costs for All Significant Plans (Unaudited) | In millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Service cost | $3 | $6 | $8 | $15 | | Interest cost | $21 | $22 | $41 | $42 | | Expected return on plan assets | $(23) | $(24) | $(45) | $(50) | | Amortization of prior service credit | $— | $— | $(1) | $(1) | | Amortization of unrecognized net loss | $1 | $— | $1 | $— | | Curtailment/settlement | $— | $(1) | $— | $(1) | | Net periodic benefit costs - Total | $2 | $3 | $4 | $5 | - DuPont expects to make additional contributions of approximately $29 million to pension and other post-employment benefit plans by year-end 2025[156] Note 18 - Stock-Based Compensation DuPont recognized $20 million in stock-based compensation expense for Q2 2025 and $40 million for H1 2025. In Q1 2025, the company granted 0.9 million RSUs and 0.1 million PSUs, with weighted-average fair values of $81.62 and $87.86 per share, respectively - Share-based compensation expense in continuing operations was $20 million for Q2 2025 (flat YoY) and $40 million for H1 2025 (down from $44 million YoY)[159] - In Q1 2025, the Company granted 0.9 million RSUs (weighted-average fair value $81.62 per share) and 0.1 million PSUs (weighted-average fair value $87.86 per share)[161] - The 2020 Equity and Incentive Plan has a maximum of 13 million shares of common stock available for award as of June 30, 2025[158] Note 19 - Financial Instruments DuPont uses derivative instruments to manage foreign currency, interest rate, and commodity price risks. The company has a $1 billion net investment hedge (cross-currency swap) expiring in 2028. Interest rate swap agreements (2022 Swaps and 2024 Swaps) are used as economic hedges, with a $27 million loss for Q2 2025 and a $51 million gain for H1 2025 recorded in 'Sundry income (expense) - net' Fair Value of Financial Instruments (Unaudited) | In millions | June 30, 2025 Fair Value | December 31, 2024 Fair Value | | :---------- | :----------------------- | :--------------------------- | | Cash equivalents | $356 | $314 | | Restricted cash equivalents | $42 | $42 | | Long-term debt including debt due within one year | $(7,301) | $(7,214) | | Derivatives relating to: Net investment hedge | $36 | $137 | | Foreign currency | $3 | $— | | Interest rate swap agreements | $(147) | $(206) | | Total derivatives | $(108) | $(69) | - The Company uses a $1 billion fixed-for-fixed cross-currency swap, expiring November 15, 2028, as a net investment hedge against U.S. Dollar and Euro exchange rate variability[171] - Interest rate swap agreements (2022 Swaps and 2024 Swaps) are considered economic hedges of fixed rate debt, resulting in a loss of $27 million for Q2 2025 and a gain of $51 million for H1 2025 in 'Sundry income (expense) - net'[175][177][178] Note 20 - Fair Value Measurements DuPont's recurring fair value measurements primarily include cash equivalents, restricted cash equivalents, and derivatives, categorized as Level 1 or Level 2 inputs. The contingent earn-out liability from the Donatelle Plastics Acquisition is a Level 3 recurring measurement, valued at $28 million at June 30, 2025. A nonrecurring goodwill impairment charge of $768 million was recorded in Q1 2025 for the Aramids reporting unit, using Level 3 inputs Basis of Fair Value Measurements on a Recurring Basis of Significant Other Observable Inputs (Level 2) (Unaudited) | In millions | June 30, 2025 | December 31, 2024 | | :---------- | :------------ | :---------------- | | Assets at fair value: Cash equivalents and restricted cash equivalents | $356 | $314 | | Derivatives relating to: Net investment hedge | $36 | $137 | | Foreign currency contracts | $15 | $23 | | Total assets at fair value | $407 | $474 | | Liabilities at fair value: Derivatives relating to: Interest rate swap agreements | $147 | $206 | | Foreign currency contracts | $12 | $23 | | Total liabilities at fair value | $159 | $229 | Basis of Fair Value Measurements on a Recurring Basis of Significant Unobservable Inputs (Level 3) (Unaudited) | In millions | June 30, 2025 | December 31, 2024 | | :---------- | :------------ | :---------------- | | Liabilities at fair value: Contingent earn-out liabilities | $28 | $40 | | Total liabilities at fair value | $28 | $40 | - A non-cash goodwill impairment charge of $768 million was recorded in Q1 2025 for the Aramids reporting unit within the IndustrialsCo segment, using Level 3 inputs[185] Note 21 - Segments and Geographic Regions DuPont operates with two segments: ElectronicsCo and IndustrialsCo, with Operating EBITDA as the key performance measure. ElectronicsCo reported Q2 2025 net sales of $1,170 million (up 6% YoY) and Operating EBITDA of $373 million (up 14% YoY), driven by AI-driven technology ramps and advanced nodes. IndustrialsCo reported Q2 2025 net sales of $2,087 million (up 1% YoY) and Operating EBITDA of $509 million (up 3% YoY), with volume gains in Healthcare & Water Technologies - DuPont is comprised of two operating segments: ElectronicsCo (Semiconductor Technologies, Interconnect Solutions) and IndustrialsCo (Healthcare & Water Technologies, Diversified Industrials)[186] Segment Net Sales and Operating EBITDA (Unaudited) | In millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | ElectronicsCo | | | | | | Net sales | $1,170 | $1,104 | $2,288 | $2,088 | | Operating EBITDA | $373 | $328 | $746 | $623 | | IndustrialsCo | | | | | | Net sales | $2,087 | $2,067 | $4,035 | $4,014 | | Operating EBITDA | $509 | $495 | $973 | $934 | - ElectronicsCo volume growth was driven by AI-driven technology ramps, advanced packaging, thermal management, and increased demand in advanced nodes and China[246][248] - IndustrialsCo volume gains were driven by growth in medical packaging, biopharma, and reverse osmosis, partially offset by weak demand in construction and automotive end-markets[241][243] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on DuPont's financial condition and operational results, highlighting the impact of the Intended Electronics Separation and the 2025 Segment Realignment. It details revenue trends, cost structures, segment performance, and changes in liquidity and capital resources, including significant legal settlements and ongoing restructuring efforts Overview DuPont is a global innovation leader in technology-based materials and solutions. The company maintains strong liquidity with $2.0 billion in working capital and $1.8 billion in cash. Key recent developments include the Intended Electronics Separation targeting November 1, 2025, a proposed NJ Settlement for legacy claims, and ongoing macroeconomic uncertainties impacting trade - DuPont is a global innovation leader providing technology-based materials and solutions across various markets including electronics, transportation, healthcare, and worker safety[209] - As of June 30, 2025, the Company had $2.0 billion of working capital and approximately $1.8 billion in cash and cash equivalents, expecting sufficient liquidity from operations and debt markets[210] - The Intended Electronics Separation is targeting completion by November 1, 2025, and the Company agreed to a proposed Judicial Consent Order with the State of New Jersey to resolve legacy claims[212][213] Results of Operations DuPont reported net sales of $3,257 million for Q2 2025 (up 3% YoY) and $6,323 million for H1 2025 (up 4% YoY), primarily driven by volume increases in ElectronicsCo. Cost of sales remained flat in Q2 2025 but increased slightly in H1 2025 due to higher sales volume. Significant items impacting results include a $768 million goodwill impairment charge in H1 2025 and increased acquisition, integration, and separation costs related to the Intended Electronics Separation Summary of Sales Results (Unaudited) | In millions | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $3,257 | $3,171 | $6,323 | $6,102 | Sales Variances by Segment and Geographic Region (Unaudited) | Percentage change from prior year | Three Months Ended June 30, 2025 Total | Six Months Ended June 30, 2025 Total | | :-------------------------------- | :------------------------------------- | :----------------------------------- | | ElectronicsCo | 6 % | 10 % | | IndustrialsCo | 1 % | 1 % | | Total | 3 % | 4 % | | U.S. & Canada | 2 % | 1 % | | EMEA | 5 % | 3 % | | Asia Pacific | 4 % | 6 % | | Latin America | (10)% | (4)% | | Total | 3 % | 4 % | - Cost of sales remained flat at $2.0 billion for Q2 2025 (63% of net sales) and increased slightly to $4.0 billion for H1 2025 (63% of net sales), with the H1 increase primarily due to increased sales volume and lower raw material costs[222][223] - A $768 million goodwill impairment charge related to the IndustrialsCo segment was recorded for H1 2025, with no charges in Q2 2025 or the prior year periods[231] - Acquisition, integration and separation costs significantly increased to $154 million for Q2 2025 and $279 million for H1 2025, primarily associated with the Intended Electronics Separation[232] Segment Results ElectronicsCo saw strong performance with Q2 2025 net sales up 6% to $1,170 million and Operating EBITDA up 14% to $373 million, driven by AI-driven technology ramps and advanced nodes. IndustrialsCo reported Q2 2025 net sales up 1% to $2,087 million and Operating EBITDA up 3% to $509 million, with volume growth in Healthcare & Water Technologies offsetting declines in Diversified Industrials - ElectronicsCo net sales for Q2 2025 were $1,170 million (up 6% YoY) and Operating EBITDA was $373 million (up 14% YoY), driven by 8% volume increase[246][247] - ElectronicsCo volume growth was attributed to broad-based demand, AI-driven technology ramps, and content/share gains in advanced packaging and thermal management[246] - IndustrialsCo net sales for Q2 2025 were $2,087 million (up 1% YoY) and Operating EBITDA was $509 million (up 3% YoY), driven by 2% volume increase[241][242] - IndustrialsCo volume gains in Healthcare & Water Technologies (medical packaging, biopharma, reverse osmosis) were partially offset by declines in Diversified Industrials due to weak construction demand[241] Changes in Financial Condition DuPont's cash and cash equivalents decreased slightly to $1.8 billion at June 30, 2025, with total debt remaining stable at $7.175 billion. Cash provided by operating activities decreased to $763 million for H1 2025, while cash used for investing activities increased to $358 million. Financing activities used $390 million, a significant decrease from the prior year due to the absence of share buyback activities and debt redemption. The company declared a $0.41 per share dividend for Q3 2025 and is undertaking restructuring programs related to the Intended Electronics Separation Liquidity & Capital Resources (Unaudited) | In millions | June 30, 2025 | December 31, 2024 | | :---------- | :------------ | :---------------- | | Cash and cash equivalents | $1,837 | $1,850 | | Total debt | $7,175 | $7,171 | Cash Flow Summary (Unaudited) | In millions | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :----------------------------- | :----------------------------- | | Cash provided by operating activities - continuing operations | $763 | $1,020 | | Cash used for investing activities - continuing operations | $(358) | $(302) | | Cash used for financing activities - continuing operations | $(390) | $(1,531) | | Cash used in discontinued operations | $(72) | $(439) | - The decrease in cash from operating activities for H1 2025 was primarily due to increased cash used by net working capital and transaction costs related to the Intended Electronics Separation[266] - DuPont declared a third quarter 2025 dividend of $0.41 per share, payable on September 15, 2025[217][272] - The Transformational Separation-Related Restructuring Program, initiated in March 2025, has incurred $49 million in pre-tax charges to streamline operations for the planned Electronics separation[277] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section refers to Note 19 of the interim Consolidated Financial Statements for quantitative and qualitative disclosures about market risk, and to the Company's 2024 Annual Report on Form 10-K for further analysis of financial instruments and their sensitivity - Quantitative and qualitative disclosures about market risk are provided in Note 19 to the interim Consolidated Financial Statements[281] - Further analysis of the Company's utilization of financial instruments and their sensitivity can be found in Part II, Item 7A of the 2024 Annual Report on Form 10-K[281] Item 4. Controls and Procedures DuPont's Executive Chairman, CEO, and CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025. There were no material changes in internal control over financial reporting during the last fiscal quarter - As of June 30, 2025, the Company's Executive Chairman, CEO, and CFO concluded that disclosure controls and procedures are effective[283] - No material changes in internal control over financial reporting were identified during the last fiscal quarter[284] PART II - OTHER INFORMATION Item 1. Legal Proceedings DuPont is involved in various legal and environmental proceedings, including product liability, patent infringement, and environmental torts. Specific environmental proceedings include the dismissed EPA lawsuit against Denka's neoprene facility, the ongoing New Jersey PFAS Directive, and an EPA Notice to Show Cause regarding the Spruance Site - The Company is subject to various litigation matters, including product liability, patent infringement, and environmental actions, with further details in Note 14[285][286] - The EPA lawsuit against Denka Performance Elastomer LLC regarding chloroprene emissions from a divested neoprene facility was dismissed on March 7, 2025[288][289] - The New Jersey Department of Environmental Protection (NJDEP) issued a Directive in March 2019 concerning former operations involving PFAS, seeking costs for investigation, monitoring, testing, and remediation[290] - EPA Region 3 issued a Notice to Show Cause letter to DuPont's Spruance facility in Richmond, Virginia, alleging violations of the Resource Conservation and Recovery Act (RCRA) related to hazardous waste storage and discharges[291] Item 1A. Risk Factors New risk factors include the adverse impact of trade disputes, tariffs, and export controls, particularly concerning U.S.-China relations, which could reduce competitiveness and sales. China and Hong Kong represented approximately 19% of DuPont's 2024 consolidated net sales. Additionally, SAMR in China initiated and then suspended an antitrust investigation into the Company's Tyvek® business - Trade regulations, policies, and disputes, including new or increased tariffs on imports from countries like China, can adversely impact DuPont's operations, supply chains, and competitiveness[293] - DuPont is subject to export control and economic sanctions laws that restrict product and service delivery to certain countries, end-users, and end-uses, potentially limiting future sales[294] - China and Hong Kong represented approximately 19% of the Company's consolidated net sales for the year ended December 31, 2024, making these risks particularly significant[295] - The State Administration for Market Regulation of the People's Republic of China (SAMR) initiated and subsequently suspended an antitrust investigation into DuPont's Tyvek® business[296] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Purchases of Equity Securities For the three months ended June 30, 2025, DuPont made no purchases of its common stock. The company had previously completed its $500 million share repurchase under the $1 billion Share Buyback Program prior to its expiration on June 30, 2025 - There were no purchases of the Company's common stock for the three months ended June 30, 2025[298] - The Company repurchased and retired $500 million of common stock under the $1 billion Share Buyback Program prior to its expiration on June 30, 2025[298] Item 4. Mine Safety Disclosures This item is not applicable to DuPont - Mine Safety Disclosures are not applicable to the Company[300] Item 5. Other Information DuPont's Board of Directors terminated the Pension Restoration Plan effective April 29, 2025. In anticipation of the Intended Electronics Separation, the company is planning a series of tax-efficient Internal Separations to segregate its ElectronicsCo and IndustrialsCo assets and operations, involving multiple distributions in various jurisdictions - The DuPont Board of Directors terminated the Company's Pension Restoration Plan effective April 29, 2025[302] - DuPont is planning Internal Separations to internally separate its ElectronicsCo segment assets and operations from its IndustrialsCo segment assets and operations, intended to be tax-efficient[303] - These Internal Separations are expected to occur in the United States and various international jurisdictions, including China, Japan, Singapore, Taiwan, France, Italy, Netherlands, and Brazil[304] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and XBRL Interactive Data Files - The exhibits include Certifications Pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002[306] - XBRL Instance Document, Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, Label Linkbase, and Presentation Linkbase Documents are filed[306] SIGNATURES Signature Block The report was duly signed on behalf of DuPont de Nemours, Inc. by Michael G. Goss, Vice President and Controller, on August 5, 2025 - The report was signed by Michael G. Goss, Vice President and Controller, on August 5, 2025[309][310]