Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the interim Consolidated Financial Statements and related notes to enhance the understanding of the Company’s operations and present business environment. Components of management’s discussion and analysis of financial condition and results of operations include:

• Overview

• Result of Operations

• Segment Results

• Changes in Financial Condition

OVERVIEW

DuPont is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life by applying diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, building and construction, healthcare and worker safety.

As of March 31, 2025, the Company has $1.8 billion of working capital and approximately $1.8 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations.

Outlined below are recent developments and material historical transactions impacting this Quarterly Report on Form 10-Q.

Intended Electronics Separation

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”). The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

Recent Developments

Macroeconomic Conditions

In recent months, the U.S. government has announced various actions related to trade, such as the imposition of new or increased tariffs on product imports from certain countries, including Canada, Mexico and China. There is significant uncertainty about the ultimate extent and duration of the tariffs, responsive actions from other countries and the resulting impacts, including on general economic conditions and on the Company’s financial condition, liquidity, or results of operations. Ultimately, these trade disputes and policy changes, including actions taken in response, have the potential to reduce the competitiveness of DuPont products and cause sales to decline, which could adversely affect the Company’s business, financial condition and results of operations. See Part II, Item 1A. Risk Factors for additional information.

2025 Segment Realignment

Effective in the first quarter of 2025, in light of the Intended 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 "2025 Segment Realignment"). As a result, commencing with the first quarter of 2025, the businesses to be separated as part of the Intended Electronics Separation are reported separately from the other 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.

Dividends

On April 29, 2025, the Board of Directors declared a second quarter 2025 dividend of $0.41 per share, payable on June 16, 2025, to shareholders of record on May 30, 2025.

On February 21, 2025, the Company announced that its Board of Directors declared a first quarter 2025 dividend of $0.41 per share which was paid on March 17, 2025, to shareholders of record on March 3, 2025.

RESULTS OF OPERATIONS

Summary of Sales Results			Three Months Ended March 31,
In millions			2025			2024
Net sales			$	3,066		$	2,931

The following table summarizes sales variances by segment and geographic region from the prior year:

Sales Variances by Segment and Geographic Region
Percentage change from prior year			Three Months Ended March 31, 2025
Local Price & Product Mix			Currency			Volume			Portfolio & Other			Total
ElectronicsCo			(2)		%	—		%	16		%	—		%	14		%
IndustrialsCo			(1)			(1)			3			(1)			—
Total			(2)		%	(1)		%	8		%	—		%	5		%
U.S. & Canada			(1)		%	—		%	1		%	1		%	1		%
EMEA 1			(1)			(3)			5			1			2
Asia Pacific			(2)			(1)			15			(2)			10
Latin America			(3)			—			6			—			3
Total			(2)		%	(1)		%	8		%	—		%	5		%

1.Europe, Middle East and Africa.

The Company reported net sales for the three months ended March 31, 2025 of $3.1 billion, up 5 percent from $2.9 billion for the three months ended March 31, 2024, due to a 8 percent increase in volume, partially offset by a 2 percent decrease in local price and product mix and a 1 percent unfavorable currency impact. The volume increase was primarily driven by ElectronicsCo (up 16 percent). Local price and product mix declined in ElectronicsCo (down 2 percent) and IndustrialsCo (down 1 percent). The 1 percent unfavorable currency impact compared with the same period last year was driven by EMEA (down 3 percent).

Cost of Sales

Cost of sales remained flat at $1.9 billion for both the three months ended March 31, 2025 and 2024. Cost of sales as a percentage of net sales for the three months ended March 31, 2025 was 63 percent compared with 65 percent for the three months ended March 31, 2024. The decrease as a percentage of sales for the three months ended March 31, 2025 as compared with the same period of the prior year was primarily due to increased productivity and the impact of product mix.

Research and Development Expenses ("R&D")

R&D expenses totaled $137 million in the first quarter of 2025, up from $125 million in the first quarter of 2024. R&D as a percentage of net sales was consistent period over period at 4 percent for the three months ended March 31, 2025 and 2024.

Selling, General and Administrative Expenses ("SG&A")

SG&A expenses were $369 million in the first quarter of 2025, down from $384 million in the first quarter of 2024. SG&A as a percentage of net sales remained relatively consistent at 12 percent and 13 percent for the three months ended March 31, 2025 and 2024, respectively. The decrease for the three months ended March 31, 2025 as compared with the same period of the prior year was primarily due to lower personnel related expenses.

Amortization of Intangibles

Amortization of intangibles was $146 million in the first quarter of 2025, down from $149 million in the first quarter of 2024. The slight decrease for the three months ended March 31, 2025 as compared with the same period of the prior year was primarily due to the absence of amortization in the current period from fully amortized assets.

Restructuring and Asset Related Charges - Net

Restructuring and asset related charges - net were $47 million in the first quarter of 2025, up from $39 million charges in the first quarter of 2024. The activity for the first quarters of 2025 is primarily related to the Transformational Separation-Related Restructuring Program. The activity for the three months of 2024 is primarily related to the 2023-2024 Restructuring Program. See Note 6 to the interim Consolidated Financial Statements for additional information.

Goodwill Impairment Charges

For the three months ended March 31, 2025, goodwill impairment charges of $768 million related to the IndustrialsCo segment. For the three months ended March 31, 2024 there were no goodwill impairment charges. See Note 12 for additional information.

Acquisition, Integration and Separation Costs

Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees. The Company recorded $125 million and $3 million for the three months ended March 31, 2025 and 2024, respectively*.* For the three months ended March 31, 2025, these costs were associated with the Intended Electronics Separation, while the three months ended March 31, 2024 were primarily associated with the Spectrum Acquisition.

Equity in Earnings of Nonconsolidated Affiliates

The Company's share of the earnings of nonconsolidated affiliates was a $1 million loss in the first quarter of 2025, down from $12 million in the first quarter of 2024. The decrease in 2025 is due to a loss from equity earnings from Derby and lower equity earnings across all affiliates. See Note 11 to the interim Consolidated Financial Statements for additional information.

Sundry Income (Expense) - Net

Sundry income (expense) - net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments, losses on debt extinguishments and assets, non-operating pension and other post-employment benefit plan credits or costs, interest rate swap mark-to-market adjustments, interest rate swap net interest settlement and certain litigation matters. Sundry income (expense) - net in the first quarter of 2025 was $101 million of income compared with $38 million of income in the first quarter of 2024. The three months ended March 31, 2025, included a $78 million gain related to interest rate swap activity including mark-to-market adjustments. Interest income was $21 million and $20 million for the three months ended March 31, 2025 and 2024, respectively. The three months ended March 31, 2025 included a $3 million net foreign exchange loss while the three months ended March 31, 2024 included a $4 million net foreign exchange gain. See Notes 7 and 19 to the interim Consolidated Financial Statements for additional information.

Interest Expense

Interest expense was $83 million and $96 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in interest expense from the prior year is primarily due to the absence of interest expense on the partial redemption of $650 million aggregate principal amount of the 2038 notes and the dedesignation of 2022 Swaps. See Note 19 to the interim Consolidated Financial Statements for further detail on the 2022 Swaps.

Provision for Income Taxes on Continuing Operations

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attribute. The effective tax rate on continuing operations for the first quarter of 2025 was (27.7) percent, compared with an effective tax rate of 31.5 percent for the first quarter of 2024. The decrease of the effective tax rate for the first quarter of 2025 compared to the first quarter of 2024 was principally the result of the non-tax-deductible goodwill impairment charge of $768 million.

SEGMENT RESULTS

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ( "Donatelle Plastics"), (the "Donatelle Plastics Acquisition"). Donatelle Plastics is included within the IndustrialsCo segment.

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (“OPEB”) / charges, and foreign exchange gains / losses, excluding future reimbursable indirect costs, and adjusted for significant items.

ELECTRONICSCO

ElectronicsCo is a leading provider of materials and solutions for semiconductor and electronics industries. The segment empowers its customers’ technology roadmaps to enable advancements in megatrends such as artificial intelligence, advanced computing and advanced connectivity. ElectronicsCo partners with leading semiconductor and advanced device manufacturers to address complex challenges and develop solutions that facilitate next-generation technological innovations. The segment is a leading provider of semiconductor fabrication consumables such as CMP materials and microlithography. In addition, the segment provides leading solutions for advanced packaging of semiconductors, key materials such as metallization processes for printed circuit boards, and assembly technologies such as thermal management and electromagnetic shielding. ElectronicsCo is a leading provider of cutting-edge materials for the manufacturing of displays for organic light emitting diode (OLED) and innovative elastomer solutions and parts for semiconductor equipment and other critical industrial applications.

ElectronicsCo			Three Months Ended
In millions			March 31, 2025			March 31, 2024
Net sales			$	1,118		$	984
Operating EBITDA			$	373		$	295
Equity in earnings of nonconsolidated affiliates			$	9		$	10

ElectronicsCo			Three Months Ended
Percentage change from prior year			March 31, 2025			March 31, 2024
Change in Net Sales from Prior Period due to:
Local price & product mix			(2)		%	(1)		%
Currency			—			(2)
Volume			16			1
Portfolio & other			—			—
Total			14		%	(2)		%

ElectronicsCo net sales were $1,118 million for the three months ended March 31, 2025, up 14 percent from $984 million for the three months ended March 31, 2024. Net sales increased due to a 16 percent increase in volume, slightly offset by a 2 percent decrease in local price and product mix. Volume growth in Interconnect Solutions was driven by continued broad-based demand, volume gains from AI-driven technology ramps, and benefits from content and share gains across Laird, laminates and metallization. Within Semiconductor Technologies, volume gains were driven by end-market demand, primarily due to advanced nodes, artificial intelligence ("AI") technology applications and increased demand in China.

Operating EBITDA was $373 million for the three months ended March 31, 2025, up 26 percent compared with $295 million for the three months ended March 31, 2024, primarily due to volume growth partially offset by growth investments to support advanced node transitions and AI technology ramps.

INDUSTRIALSCO

The IndustrialsCo segment is a leading provider of engineered products and integrated solutions primarily serving medical, including packaging and specialty medical devices, water filtration, worker safety, automotive, including electric vehicles, aerospace and building product end markets. The segment satisfies the growing needs of our customers and delivers solutions that make life safer and healthier. By uniting market-driven innovation with the strength of highly regarded brands, the segment strives to bring new products and solutions to solve customers' needs on a global scale.

IndustrialsCo			Three Months Ended
In millions			March 31, 2025			March 31, 2024
Net sales			$	1,948		$	1,947
Operating EBITDA			$	464		$	439
Equity in earnings of nonconsolidated affiliates			$	4		$	9

IndustrialsCo			Three Months Ended
Percentage change from prior year			March 31, 2025			March 31, 2024
Change in Net Sales from Prior Period due to:
Local price & product mix			(1)		%	(1)		%
Currency			(1)			—
Volume			3			(8)
Portfolio & other			(1)			6
Total			—		%	(3)		%

IndustrialsCo net sales remained flat at $1,948 million for the three months ended March 31, 2025 compared to $1,947 million for the three months ended March 31, 2024 due to a 3 percent increase in volume offset by 1 percent decreases in local price and product mix, unfavorable currency impact and portfolio and other. Volume gains in Healthcare & Water Technologies were mostly offset by a volume decline in Diversified Industrials. Healthcare & Water Technologies volume gains were driven by broad-based growth within Healthcare and strength in Water led by reverse osmosis. Within Diversified Industrials, volume declines were primarily due to declines in construction and automotive end-markets.

Operating EBITDA was $464 million for the three months ended March 31, 2025, up 6 percent compared with $439 million for the three months ended March 31, 2024, primarily due to increased productivity and savings from prior year restructuring actions.

CHANGES IN FINANCIAL CONDITION

Liquidity & Capital Resources

Information related to the Company's liquidity and capital resources can be found in the Company's 2024 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the three months ended March 31, 2025.

The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase the Company’s optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. The Company’s primary source of incremental liquidity is cash flows from operating activities. Management expects the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company’s and its subsidiaries' obligations as they come due. However, DuPont is unable to predict the extent of macroeconomic related impacts which depend on uncertain and unpredictable future developments. In light of this uncertainty, the Company has taken steps to further ensure liquidity and capital resources, as discussed below.

In millions			March 31, 2025			December 31, 2024
Cash and cash equivalents			$	1,762		$	1,850
Total debt			$	7,174		$	7,171

The Company's cash and cash equivalents at March 31, 2025 and December 31, 2024 were $1.8 billion and $1.9 billion, respectively, of which approximately $1.1 billion at both March 31, 2025 and December 31, 2024, were held by subsidiaries in foreign countries, including United States territories. The change in the balance in cash and cash equivalents held by subsidiaries in foreign countries is due to cash flows during the period, offset by repatriation. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash and cash equivalents.

Total debt at March 31, 2025 and December 31, 2024 was $7,174 million and $7,171 million, respectively.

As of March 31, 2025, the Company is contractually obligated to make future cash payments of $7.3 million and $4.0 million associated with principal and interest, respectively, on debt obligations. Related to the principal, $1.9 billion will be due in the next twelve months. The Company may address the maturity with cash on hand, issuance of commercial paper, utilizing existing credit facilities, accessing the debt capital markets or a combination of any of them. Related to interest, $359 million will be due in the next twelve months, and the remainder will be due subsequent to March 31, 2026. The majority of interest obligations will be due in 2030 or later.

In relation to the Company’s 2024 fixed-to-floating interest rate swap agreements, there is a mandatory early termination date of December 15, 2025. The mark-to-market value on these swaps at March 31, 2025 is $58 million recorded in “Accrued and other current liabilities” in the interim Consolidated Statements of Operations. The final settlement amount will depend on movements in interest rates. Refer to Note 19 to the Consolidated Financial Statements for more information on the Company’s interest rate swap agreements.

Capital Structure Actions

In connection with the Intended Electronics Separation, DuPont is considering potentially repaying, redeeming, repurchasing, or exchanging some or all of its other senior notes, which could include redemptions, tender offers, open market purchases, privately negotiated transactions, or other transactions or a combination of any of them, which will be on pricing terms that are determined at the time of any such transaction. Such transactions will depend on liquidity considerations, contractual and legal restrictions, prevailing market conditions and other factors.

Revolving Credit Facilities

The Company's current $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility") will expire on May 7, 2025. There were no drawdowns of either facility during the three month period ended March 31, 2025. The Company expects to enter a new 364-Day Revolving Credit Facility on May 7, 2025 with a maturity date of May 6, 2026. The new 364-Day Revolving Credit Facility will be used for general corporate purposes.

In May 2025, the Company expects to enter into an amendment of its $2.5 billion 5-year revolving credit facility with the maturity date extended to April 12, 2028. In addition, the amended facility will decrease to $2.0 billion upon the occurrence of the Intended Electronics Separation.

Credit Ratings

The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value. At April 30, 2024, DuPont's credit ratings were as follows:

Credit Ratings			Long-Term Rating			Short-Term Rating			Outlook
Standard & Poor’s			BBB+			A-2			Watch Negative
Moody’s Investors Service			Baa1			P-2			Negative
Fitch Ratings			BBB+			F-2			Watch Negative

In the second quarter of 2024, Standard & Poor’s and Fitch Ratings placed the Company on credit watch negative and Moody’s Investors Service placed the Company on outlook negative following the Company’s May 2024 separation announcement.

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The Five-Year Revolving Credit Facility and the $1B 364-Day Revolving Credit Facility contain a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At March 31, 2025, the Company was in compliance with this financial covenant.

Summary of Cash Flows

The Company’s cash flows from operating, investing and financing activities from continuing operations and cash used in discontinued operations, as reflected in the interim Consolidated Statements of Cash Flows, are summarized in the following table.

Cash Flow Summary			Three Months Ended
In millions			March 31, 2025			March 31, 2024
Cash provided by (used for) from continuing operations:
Operating activities			$	382		$	493
Investing activities			$	(247)		$	(202)
Financing activities			$	(206)		$	(691)
Cash used in discontinued operations			$	(31)		$	(31)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			$	13		$	(25)

Cash Flows from Operating Activities - Continuing Operations

In the first three months of 2025, cash provided by operating activities of continuing operations was $382 million, compared with $493 million in the same period last year. The decrease in cash provided by operating activities of continuing operations is primarily from increase in cash used by net working capital, net impact from changes in variable compensation and transaction cost related to the Intended Electronics Separation partially offset by higher earnings.

The table below reflects net working capital on a continuing operations basis:

Net Working Capital			March 31, 2025			December 31, 2024
In millions (except ratio)
Current assets			$	6,464		$	6,364
Current liabilities			4,632			4,801
Net working capital			$	1,832		$	1,563
Current ratio			1.4:1			1.33:1

Cash Flows from Investing Activities - Continuing Operations

In the first three months of 2025, cash used for investing activities of continuing operations was $247 million, compared with $202 million in the first three months of 2024. The increase in cash used for investing activities of continuing operations is primarily attributable to higher capital expenditures.

Cash Flows from Financing Activities - Continuing Operations

In the first three months of 2025, cash used for financing activities of continuing operations was $206 million compared with $691 million in the same period last year. The decrease in cash used for financing activities of continuing operations is primarily attributable to the absence of share buyback activities.

Cash Flows from Discontinued Operations

In the first three months of 2025 and 2024, cash used from discontinued operations was $31 million. The cash used from discontinued operations primarily includes MOU activity and transaction costs. Refer to Notes 4 and 14 to the interim Consolidated Financial Statements for additional information.

Dividends

On February 21, 2025, the Board of Directors declared a first quarter 2025 dividend of $0.41 per share, paid on March 17, 2025, to shareholders of record on March 3, 2025.

On April 29, 2025, the Board of Directors declared a second quarter 2025 dividend of $0.41 per share, paid on June 16, 2025, to shareholders of record on May 30, 2025.

Share Buyback Programs

In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three intended financial counterparties to repurchase an aggregate of $2 billion of common stock ("$2B ASR Transaction"). In the first quarter of 2024, the $2B ASR Transaction was completed. In total, the Company repurchased 27.9 million shares at an average price of $71.67 per share under the $2B ASR Transaction. The completion of the $2B ASR Transaction effectively completed the $5B Share Buyback Program and the Company's stock repurchase authorization.

In the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B Share Buyback Program”). Under the $1B Share Buyback Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws. At this time and with the continued focus on the Intended Electronics Separation, the Company does not currently plan to complete the remaining authorization under the $1B Share Buyback Program.

In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of $500 million of common stock ("Q1 24 ASR Transaction"). In the second quarter 2024, the Q1 2024 ASR Transaction was completed. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction.

See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information.

Pension and Other Post-Employment Plans

DuPont expects to make additional contributions in the aggregate of approximately $42 million by year-end 2025 to pension and other post-employment benefit plans. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

Restructuring

In March 2025, the Company approved targeted restructuring actions to streamline, right-size and optimize specific organizational structures in preparation for the planned separation of the future Electronics company and the future New DuPont company, (the "Transformational Separation-Related Restructuring Program"). The Company recorded pre-tax restructuring charges of $46 million for the three months ended March 31, 2025, consisting of severance and related benefit costs of $38 million and $8 million of accelerated restricted stock compensation expense. Total liabilities related to the Transformational Separation-Related Restructuring Program were $38 million at March 31, 2025 recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Company expects the program to be substantially complete by the end of 2026.

In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum Acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program"). As a result, the Company recorded pre-tax restructuring charges of $200 million inception-to-date, consisting of severance and related benefit costs of $114 million and asset related charges of $86 million. At March 31, 2025 and December 31, 2024, total liabilities related to the 2023-2024 Restructuring Program were $32 million and $47 million, respectively, for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the interim Consolidated Balance Sheets. Inventory write-offs for plant line closures in connection with the 2023-2024 Restructuring Program were $25 million in "Cost of Sales" within the interim Consolidated Statements of Operations for the three months ended March 31, 2024. The Company expects the program to be substantially complete by the end of 2024.

See Note 6 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.