Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the interim Consolidated Financial Statements and related notes to enhance the understanding of the Company’s operations and present business environment. Components of management’s discussion and analysis of financial condition and results of operations include:
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Overview
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Result of Operations
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Segment Results
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Changes in Financial Condition
OVERVIEW
DuPont is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life by applying diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, building and construction, healthcare and worker safety.
As of June 30, 2025, the Company has $2.0 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
New Jersey Settlement Agreement
On August 3, 2025, DuPont together with Chemours and Corteva 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. The NJ Settlement is subject to approval from the Federal District Court of New Jersey (Camden), (the “NJ Court”). See Note 14 to the interim Consolidated Financial Statement for additional information.
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:
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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®).
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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 June 25, 2025, the Board of Directors declared a third quarter 2025 dividend of $0.41 per share, payable on September 15, 2025, to shareholders of record on August 29, 2025.
On April 29, 2025, the Company announced that its Board of Directors declared a second quarter 2025 dividend of $0.41 per share which was paid on June 16, 2025, to shareholders of record on May 30, 2025.
RESULTS OF OPERATIONS
| Summary of Sales Results | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| In millions | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Net sales | $ | 3,257 | $ | 3,171 | $ | 6,323 | $ | 6,102 | ||||||
The following table summarizes sales variances by segment and geographic region from the prior year:
| Sales Variances by Segment and Geographic Region | ||||||||||||||||||||||||||||||||
| Percentage change from prior year | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||
| Local Price & Product Mix | Currency | Volume | Portfolio & Other | Total | Local Price & Product Mix | Currency | Volume | Portfolio & Other | Total | |||||||||||||||||||||||
| ElectronicsCo | (2) | % | — | % | 8 | % | — | % | 6 | % | (2) | % | — | % | 12 | % | — | % | 10 | % | ||||||||||||
| IndustrialsCo | (1) | — | 2 | — | 1 | (1) | — | 2 | — | 1 | ||||||||||||||||||||||
| Total | (2) | % | 1 | % | 4 | % | — | % | 3 | % | (1) | % | — | % | 5 | % | — | % | 4 | % | ||||||||||||
| U.S. & Canada | (1) | % | — | % | 2 | % | 1 | % | 2 | % | (1) | % | — | % | 1 | % | 1 | % | 1 | % | ||||||||||||
| EMEA 1 | (1) | 2 | 3 | 1 | 5 | (1) | (1) | 4 | 1 | 3 | ||||||||||||||||||||||
| Asia Pacific | (2) | 1 | 6 | (1) | 4 | (2) | — | 10 | (2) | 6 | ||||||||||||||||||||||
| Latin America | (3) | — | (7) | — | (10) | (3) | — | (1) | — | (4) | ||||||||||||||||||||||
| Total | (2) | % | 1 | % | 4 | % | — | % | 3 | % | (1) | % | — | % | 5 | % | — | % | 4 | % |
1.Europe, Middle East and Africa.
The Company reported net sales for the three months ended June 30, 2025 of $3.3 billion, up 3 percent from $3.2 billion for the three months ended June 30, 2024, due to a 4 percent increase in volume and a 1 percent favorable currency impact partially offset by a 2 percent decrease in local price and product mix. The volume increase was primarily driven by ElectronicsCo (up 8 percent). Local price and product mix declined in ElectronicsCo (down 2 percent) and IndustrialsCo (down 1 percent).
Net sales for the six months ended June 30, 2025 were 6.3 billion, up 4 percent from $6.1 billion for the six months ended June 30, 2024, due to a 5 percent increase in volume partially offset by a 1 percent decrease in local price and product mix. The volume increase was primarily driven by ElectronicsCo (up 12 percent). Local price and product mix declined in ElectronicsCo (down 2 percent) and IndustrialsCo (down 1 percent).
Cost of Sales
Cost of sales remained flat at $2.0 billion for both the three months ended June 30, 2025 and 2024. Cost of sales as a percentage of net sales also remained flat at 63 percent for both the three months ended June 30, 2025 and 2024.
Cost of sales was $4.0 billion for the six months ended June 30, 2025, up slightly from $3.9 billion for the six months ended June 30, 2024. Cost of sales increased for the six months ended June 30, 2025 primarily due to increased sales volume*.*
Cost of sales as a percentage of net sales for the six months ended June 30, 2025 was 63 percent compared with 64 percent for the six months ended June 30, 2024. The decrease as a percentage of sales for the six months ended June 30, 2025 compared to the prior period was primarily due to lower raw material costs.
Research and Development Expenses ("R&D")
R&D expenses totaled $142 million in the second quarter of 2025, up from $134 million in the second quarter of 2024. R&D as a percentage of net sales was consistent period over period at 4 percent for the three months ended June 30, 2025 and 2024.
R&D expenses totaled $279 million in the first six months of 2025, up from $259 million in the first six months of 2024. R&D as a percentage of net sales was consistent period over period at 4 percent for the six months ended June 30, 2025 and 2024.
Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $405 million in the second quarter of 2025, down from $418 million in the second 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 June 30, 2025 and 2024, respectively. The decrease for the three months ended June 30, 2025 as compared with the same period of the prior year was primarily due to a decrease in legal expenses.
For the first six months of 2025, SG&A expenses were $774 million, down from $802 million in the first six months of 2024. SG&A as a percentage of net sales decreased period over period at 12 percent and 13 percent for the six months ended June 30, 2025 and 2024, respectively. The decrease for the six months ended June 30, 2025 as compared with the same period of the prior year was primarily due to lower legal and personnel-related expenses.
Amortization of Intangibles
Amortization of intangibles was $140 million in the second quarter of 2025, down from $151 million in the second quarter of 2024. In the first six months of 2025, amortization of intangibles was $286 million, down from $300 million in the same period of the prior year. The decrease for the three and six months ended June 30, 2025 as compared with the same periods 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 $2 million in the second quarter of 2025, down from $8 million charges in the second quarter of 2024. In the first six months of 2025, restructuring and asset-related charges - net were $49 million, up from $47 million charges in the same period last year. The activity for the three and six months ended June 30, 2025 primarily related to the Transformational Separation-Related Restructuring Program. The activity for the three and six months ended June 30, 2024 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 June 30, 2025 there were no goodwill impairment charges, while goodwill impairment charges for the six months ended June 30, 2025 of $768 million related to the IndustrialsCo segment. For the three and six months ended June 30, 2024 there were no goodwill impairment charges. See Note 12 to the interim Consolidated Financial Statements 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 $154 million and $5 million for the three months ended June 30, 2025 and 2024, respectively, and $279 million and $8 million for the six months ended June 30, 2025 and 2024, respectively*.* For the three and six months ended June 30, 2025, these costs were associated with the Intended Electronics Separation, while the three and six months ended June 30, 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 $30 million in the second quarter of 2025, up from $23 million in the second quarter of 2024. In the first six months of 2025, the Company's share of earnings of nonconsolidated affiliates was $29 million, down from $35 million in the first six months of 2024. The increase for the three month period is due to a gain from equity earnings of Derby partially offset by lower equity earnings across the remaining affiliates. The decrease for the six month period 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 second quarter of 2025 was $13 million of expense compared with $87 million of expense in the second quarter of 2024. Interest rate swap loss was $27 million and $39 million for the three months ended June 30, 2025 and 2024, respectively, and included mark-to-market adjustments. Interest income was $20 million and $21 million for the three months ended June 30, 2025 and 2024, respectively. The three months ended June 30, 2025 and 2024 included $18 million and a $4 million, respectively, net foreign exchange loss. The three months ended June 30, 2024 included a $74 million loss on debt extinguishment.
In the first six months of 2025, sundry income (expense) - net was income of $88 million compared with an expense of $49 million in the first six months of 2024. The first six months of 2025 included $51 million gain related to interest rate swap activity including mark-to-market adjustments and interest income of $41 million, partially offset by foreign exchange losses of $21 million. The first six months of 2024 included a $74 million loss on debt extinguishment and $39 million loss of interest rate swap mark-to-market adjustments, partially offset by interest income of $41 million.
See Notes 7 and 19 to the interim Consolidated Financial Statements for additional information.
Interest Expense
Interest expense was $84 million and $99 million for the three months ended June 30, 2025 and 2024, respectively, and $167 million and $195 million for the six months ended June 30, 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, among other factors, on where income is earned and the level of income relative to tax attributes. The effective tax rate on continuing operations for the second quarter of 2025 was 22.2 percent, compared with an effective tax rate of 40.5 percent for the second quarter of 2024. The lower effective tax rate for the second quarter of 2025 in comparison to the second quarter of 2024 was principally the result of certain discrete tax expenses incurred in the second quarter of 2024, including an international statutory tax settlement for which the Company is partially indemnified. For the first six months of 2025, the effective tax rate on continuing operations was (152.0) percent, compared with 36.2 percent for the first six months of 2024. The decrease of the effective tax rates in 2025 thus far was principally the result of a goodwill impairment charge of $768 million in the first quarter 2025, which is not deductible for tax purposes.
SEGMENT RESULTS
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.
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. On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), (the "Donatelle Plastics Acquisition") and is included within this segment.
| IndustrialsCo | Three Months Ended | Six Months Ended | ||||||||||||||||||
| In millions | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
| Net sales | $ | 2,087 | $ | 2,067 | $ | 4,035 | $ | 4,014 | ||||||||||||
| Operating EBITDA | $ | 509 | $ | 495 | $ | 973 | $ | 934 | ||||||||||||
| Equity in earnings of nonconsolidated affiliates | $ | 8 | $ | 8 | $ | 12 | $ | 17 |
| IndustrialsCo | Three Months Ended | Six Months Ended | |||||||||
| Percentage change from prior year | June 30, 2025 | June 30, 2025 | |||||||||
| Change in Net Sales from Prior Period due to: | |||||||||||
| Local price & product mix | (1) | % | (1) | % | |||||||
| Currency | — | — | |||||||||
| Volume | 2 | 2 | |||||||||
| Portfolio & other | — | — | |||||||||
| Total | 1 | % | 1 | % |
IndustrialsCo net sales were $2,087 million for the three months ended June 30, 2025, up 1 percent compared to $2,067 million for the three months ended June 30, 2024. Net sales increased due to a 2 percent increase in volume offset by a 1 percent decrease in local price and product mix. Volume gains in Healthcare & Water Technologies were partially offset by a volume decline in Diversified Industrials. Healthcare & Water Technologies volume gains were driven by growth for medical packaging and biopharma and continued strength in reverse osmosis. Within Diversified Industrials, volume declines were primarily due to weak demand in the construction end-markets. The decline in local price and product mix is within Diversified Industrials. Portfolio was flat reflecting sales activity associated with the acquisition of Donatelle which closed in July 2024, offset by the exit of a Tedlar® photovoltaic product line beginning in the fourth quarter of 2024.
Operating EBITDA was $509 million for the three months ended June 30, 2025, up 3 percent compared with $495 million for the three months ended June 30, 2024, primarily due to the impact of volume growth and increased productivity, partially offset by lower pricing.
IndustrialsCo net sales were $4,035 million for the six months ended June 30, 2025, up 1 percent compared to $4,014 million for the six months ended June 30, 2024. Net sales increased due to a 2 percent increase in volume offset by a 1 percent decrease in local price and product mix. Volume gains in Healthcare & Water Technologies were partially offset by a volume decline in Diversified Industrials. Healthcare & Water Technologies volume gains were driven by growth for medical packaging and biopharma and strength in reverse osmosis. Within Diversified Industrials, volume declines were primarily due to declines in construction and automotive end-markets. The decline in local price and product mix is within Diversified Industrials. Portfolio was flat reflecting sales activity associated with the acquisition of Donatelle which closed in July 2024, offset by the exit of a Tedlar® photovoltaic product line beginning in the fourth quarter of 2024.
Operating EBITDA was $973 million for the six months ended June 30, 2025, up 4 percent compared with $934 million for the six months ended June 30, 2024, primarily due to the impact of volume growth and productivity and savings from prior year restructuring actions, partially offset by lower pricing.
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 | Six Months Ended | ||||||||||||
| In millions | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||
| Net sales | $ | 1,170 | $ | 1,104 | $ | 2,288 | $ | 2,088 | ||||||
| Operating EBITDA | $ | 373 | $ | 328 | $ | 746 | $ | 623 | ||||||
| Equity in earnings of nonconsolidated affiliates | $ | 14 | $ | 13 | $ | 23 | $ | 23 |
| ElectronicsCo | Three Months Ended | Six Months Ended | ||||||
| Percentage change from prior year | June 30, 2025 | June 30, 2025 | ||||||
| Change in Net Sales from Prior Period due to: | ||||||||
| Local price & product mix | (2) | % | (2) | % | ||||
| Currency | — | — | ||||||
| Volume | 8 | 12 | ||||||
| Portfolio & other | — | — | ||||||
| Total | 6 | % | 10 | % | ||||
ElectronicsCo net sales were $1,170 million for the three months ended June 30, 2025, up 6 percent from $1,104 million for the three months ended June 30, 2024. Net sales increased due to an 8 percent increase in volume, partially 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 primarily in advanced packaging and thermal management. Within Semiconductor Technologies, volume gains were driven by end-market demand, primarily due to advanced nodes and AI technology applications. Lower local price and product mix primarily due to product mix across both businesses.
Operating EBITDA was $373 million for the three months ended June 30, 2025, up 14 percent compared with $328 million for the three months ended June 30, 2024, primarily due to volume growth and lower legal costs, partially offset by strategic growth investments to support advanced node transitions and AI technology ramps.
ElectronicsCo net sales were $2,288 million for the six months ended June 30, 2025, up 10 percent from $2,088 million for the six months ended June 30, 2024. Net sales increased due to a 12 percent increase in volume, partially 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 primarily in advanced packaging and thermal management, laminates and metallization. Within Semiconductor Technologies, volume gains were driven by end-market demand, primarily due to advanced nodes, AI technology applications and increased demand in China*.* Lower local price and product mix primarily due to product mix across both businesses.
Operating EBITDA was $746 million for the six months ended June 30, 2025, up 20 percent compared with $623 million for the six months ended June 30, 2024, primarily due to volume growth and lower legal costs, partially offset by strategic growth investments to support advanced node transitions and AI technology ramps.
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 six months ended June 30, 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 | June 30, 2025 | December 31, 2024 | ||||||
| Cash and cash equivalents | $ | 1,837 | $ | 1,850 | ||||
| Total debt | $ | 7,175 | $ | 7,171 |
The Company's cash and cash equivalents at June 30, 2025 and December 31, 2024 were $1.8 billion and $1.9 billion, respectively, of which approximately $1.1 billion at both June 30, 2025 and December 31, 2024, were held by subsidiaries in foreign countries, including United States territories. 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. Due to the Intended Electronics Separation, the Company reevaluated its permanent reinvestment assertion and determined that certain foreign earnings would be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash and cash equivalents.
Total debt at June 30, 2025 and December 31, 2024 was $7,175 million and $7,171 million, respectively.
As of June 30, 2025, the Company is contractually obligated to make future cash payments of $7.3 billion and $3.9 billion 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, $318 million will be due in the next twelve months, and the remainder will be due subsequent to June 30, 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 June 30, 2025 is $92 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 and subject to market conditions, Qnity Electronics, Inc. intends to enter into secured credit facilities, including a senior secured revolving credit facility and a senior secured term loan facility, and issue senior secured and unsecured notes prior to the intended spin-off completion date of November 1, 2025. In addition and also 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. All such intended capital structure transactions will depend on liquidity considerations, contractual and legal restrictions, prevailing market conditions and other factors.
Commercial Paper
During the second quarter of 2025, the Company issued $299 million of commercial paper, which was subsequently repaid during the quarter. As of June 30, 2025, the Company had no commercial paper outstanding.
Revolving Credit Facilities
In May 2025, the Company entered into a $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). Prior to entering the new facility, the Company held another $1 billion 364-day revolving credit facility. There were no drawdowns of either facility during the six month period ended June 30, 2025. The new 364-Day Revolving Credit Facility will be used for general corporate purposes.
In May 2025, the Company amended its $2.5 billion 5-year revolving credit facility to extend the maturity date to April 2028. In addition, the amended facility will decrease to $2.0 billion upon the occurrence of the Intended Electronics Separation.
The amended 5-year revolving credit facility is generally expected to remain undrawn and serve as a backstop to the Company's commercial paper and letter of credit issuance. Therefore, the Company expects to reduce its authorized commercial paper program to $2.0 billion upon the occurrence of the Intended Electronics Separation.
New Jersey Settlement Agreement
In connection with the NJ Settlement the Company will incur costs and undertake certain funding obligations. See Note 14 to the interim Consolidated Financial Statement for additional information.
Credit Ratings
The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value. At August 1, 2025, 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 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 June 30, 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 | Six Months Ended | |||||||
| In millions | June 30, 2025 | June 30, 2024 | ||||||
| Cash provided by (used for) from continuing operations: | ||||||||
| Operating activities | $ | 763 | $ | 1,020 | ||||
| Investing activities | $ | (358) | $ | (302) | ||||
| Financing activities | $ | (390) | $ | (1,531) | ||||
| Cash used in discontinued operations | $ | (72) | $ | (439) | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | $ | 44 | $ | (42) | ||||
Cash Flows from Operating Activities - Continuing Operations
In the first six months of 2025, cash provided by operating activities of continuing operations was $763 million, compared with $1,020 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 net earnings. Changes in business working capital were primarily driven by higher trade receivables from increased sales, higher inventory based on volume growth partially offset by higher accounts payable resulting from purchases to support higher volumes.
The table below reflects net working capital on a continuing operations basis:
| Net Working Capital | June 30, 2025 | December 31, 2024 | ||||||
| In millions (except ratio) | ||||||||
| Current assets | $ | 6,850 | $ | 6,364 | ||||
| Current liabilities | 4,853 | 4,801 | ||||||
| Net working capital | $ | 1,997 | $ | 1,563 | ||||
| Current ratio | 1.41:1 | 1.33:1 |
Cash Flows from Investing Activities - Continuing Operations
In the first six months of 2025, cash used for investing activities of continuing operations was $358 million, compared with $302 million in the first six 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 six months of 2025, cash used for financing activities of continuing operations was $390 million compared with $1,531 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 and partial redemption of the 2038 notes in the prior year.
Cash Flows from Discontinued Operations
In the first six months of 2025 cash used from discontinued operations was $72 million compared with $439 million in the same period last year. The cash used from discontinued operations primarily includes MOU activity. 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.
On June 25, 2025, the Company announced that its Board declared a third quarter 2025 dividend of $0.41 per share payable on September 15, 2025, to shareholders of record on August 29, 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”). 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, 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.
Pension and Other Post-Employment Plans
DuPont expects to make additional contributions in the aggregate of approximately $29 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 $49 million inception-to-date, consisting of severance and related benefit costs of $40 million and $9 million of accelerated restricted stock compensation expense. Total liabilities related to the Transformational Separation-Related Restructuring Program were $40 million at June 30, 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 $198 million inception-to-date, consisting of severance and related benefit costs of $112 million and asset related charges of $86 million. At June 30, 2025 and December 31, 2024, total liabilities related to the 2023-2024 Restructuring Program were $24 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 $24 million in “Cost of Sales” within the interim Consolidated Statements of Operations for the six months ended June 30, 2025. 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.
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