Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the Company's reports filed or submitted under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.
As of December 31, 2025, the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excluded Sinochem (Ningbo) RO Memtech Co., Ltd., which was acquired by the Company in October 2025. The total assets and total net sales of Sinochem (Ningbo) RO Memtech Co., Ltd. excluded from management’s assessment of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2025. Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting in the year of acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission.
The Company has completed its evaluation of its internal controls and has concluded that the Company's system of internal controls over financial reporting was effective as of December 31, 2025 (see page F-2).
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ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
On February 13, 2026, the Company committed to a plan aimed at reducing costs, streamlining operations, and aligning its organizational and cost structure with its strategic priorities. The Company currently anticipates incurring pre-tax restructuring and other costs of approximately $100 million to $150 million, starting in the first quarter of 2026 and continuing through 2028.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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DuPont de Nemours, Inc.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information related to Directors, certain executive officers and certain corporate governance matters (including identification of Audit Committee members and financial expert(s)) is contained in the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.
Information related to DuPont’s insider trading policies and procedures applicable to directors, officers and employees, and to the Company itself is contained in the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference. A copy of the Company's Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information related to executive compensation and the Company's equity compensation plans is contained in the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information with respect to beneficial ownership of DuPont de Nemours, Inc. common stock by each Director and all Directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.
Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of DuPont de Nemours, Inc. common stock is contained in the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.
Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Reportable relationships and related transactions, if any, as well as information relating to director independence are contained in the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of DuPont de Nemours, Inc. and are incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information with respect to fees and services related to the Company’s independent auditors, PricewaterhouseCoopers LLP, and the disclosure of the Audit Committee’s pre-approval policies and procedures are contained in the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of DuPont and are incorporated herein by reference.
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DuPont de Nemours, Inc.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Financial Statement Schedules:
1. Financial Statements (See the Index to the Consolidated Financial Statements on page F-1 of this report).
2. Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts
(In millions) For the years ended December 31, 2025 2024 2023
Accounts Receivable—Allowance for Doubtful Receivables
Balance at beginning of period $ 22 $ 36 $ 34
Additions charged to expenses 3 12 10
Deductions from reserves 1
( 7 ) ( 26 ) ( 8 )
Balance at end of period $ 18 $ 22 $ 36
Deferred Tax Assets—Valuation Allowance
Balance at beginning of period $ 748 $ 729 $ 695
Additions 2
74 103 47
Deductions from reserves 2
( 158 ) ( 84 ) ( 13 )
Balance at end of period $ 664 $ 748 $ 729
1. Deductions include write-offs, recoveries and currency translation adjustments.
2. Additions and Deductions include currency translation adjustments.
Financial Statement Schedules listed under the Securities and Exchange Commission ("SEC") rules but not included in this report are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto incorporated by reference.
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(b) Exhibits required to be filed by Item 601 of Regulation S-K (all of which are under Commission File No. 0001666700):
EXHIBIT NO. DESCRIPTION
2.1 **†
Separation and Distribution Agreement, effective as of November 1, 2025, by and between DuPont de Nemours, Inc. and Qnity Electronics, Inc. incorporated by reference to Exhibit 2.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025.
3.1
Third Amended and Restated Certificate of Incorporation of DuPont de Nemours, Inc. incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed April 30, 2021.
3.2
Amended and Restated Bylaws of DuPont de Nemours, Inc. incorporated by reference to Exhibit 3.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed March 30, 2023.
4.1
Description of Capital Stock incorporated by reference to Exhibit 4.1 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
4.2
Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the DuPont de Nemours. Inc. Current Report on Form 8-K filed on November 28, 2018.
4.3
Third Supplemental Indenture, dated September 15, 2025, by and between DuPont de Nemours, Inc. and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.2 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed October 2, 2025.
4. 4
Fourth Supplemental Indenture, dated October 2, 2025, by and between DuPont de Nemours, Inc. and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.3 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed October 2, 2025.
4. 5
Fifth Supplemental Indenture, dated November 7, 2025, by and between DuPont de Nemours, Inc. and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 19, 2025.
10.1 **†
Settlement Agreement, dated June 30, 2023, by and among The Chemours Company, The Chemours Company FC, LLC, DuPont de Nemours, Inc., Corteva Inc. and E. I. du Pont de Nemours and Company n/k/a EIDP, Inc. and representatives of certain U.S. public water systems as set out therein, incorporated by reference to Exhibit 2.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed June 30, 2023.
10.2
Memorandum of Understanding, dated January 22, 2021, by and among DuPont de Nemours, Inc., Corteva, Inc., E. I. du Pont de Nemours and Company and The Chemours Company, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 22, 2021.
10.3 **†
Tax Matters Agreement dated February 1, 2021, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 4, 2021.
10.4 **†
Separation and Distribution Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 2.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019.
10.5
Letter Agreement, effective as of June 1, 2019 by and between DuPont de Nemours, Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
10.6
Amended and Restated Tax Matters Agreement, effective as of June 1, 2019, by and among DowDuPont Inc., Corteva, Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
10.7
DuPont de Nemours, Inc. 2020 Equity and Incentive Plan, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8- K filed May 29, 2020.
10.8
DuPont Senior Executive Severance Plan, effective as of June 1, 2019, incorporated by reference to Exhibit 10.4 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019.
10.9
DuPont Management Deferred Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.5 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
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10.10
DuPont Stock Accumulation and Deferred Compensation Plan for Directors, effective June 1, 2019, incorporated by reference to Exhibit 10.6 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
10.11
DuPont Deferred Variable Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.7 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
10.12
DuPont Retirement Savings Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.8 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
10.13
DuPont Pension Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.9 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
10.14
DuPont Omnibus Incentive Plan effective June 1, 2019, incorporated by reference to Exhibit 10.10 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
10.15
Tax Matters Agreement, effective as of November 1, 2025, by and between DuPont de Nemours, Inc. and Qnity Electronics, Inc. incorporated by reference to Exhibit 10.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025.
10.16
Employee Matters Agreement, effective as of November 1, 2025, by and between DuPont de Nemours, Inc. and Qnity Electronics, Inc. incorporated by reference to Exhibit 10.2 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025.
10.17
Transition Services Agreement, effective as of November 1, 2025, by and between DuPont Specialty Products USA, LLC and EKC Advanced Electronics USA, LLC. incorporated by reference to Exhibit 10.3 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025.
10.18
Intellectual Property Cross-License Agreement, effective as of November 1, 2025, by and among DuPont de Nemours, Inc., Qnity Electronics, Inc., and certain of their respective affiliates incorporated by reference to Exhibit 10.4 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025.
10.19
Legacy Liabilities Assignment Agreement, effective as of November 1, 2025, by and between DuPont de Nemours, Inc. and Qnity Electronics, Inc. incorporated by reference to Exhibit 10.5 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025.
10.20 †
Transaction Agreement by and among DuPont de Nemours, Inc., ARC Falcon Holdings, L.P. and New Arclin U.S. Holding Corp., dated August 29, 2025, incorporated by reference to Exhibit 2.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed September 2, 2025.
10.21 †
Form of Judicial Consent Order (New Jersey) and Exhibit A thereto incorporated by reference to Exhibit 99.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed August 4, 2025.
19 *
DuPont de Nemours, Inc. Insider Trading Policy incorporated by reference to Exhibit 19 to DuPont de Nemours, Inc. Annual Report on Form 10-K for the year ended December 31, 2025.
21
Subsidiaries of the Registrant.
23
Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
24
Power of Attorney (included as part of signature page).
31.1 *
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
DuPont Incentive Compensation Clawback Policy, effective October 2, 2023.
101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith
**The Company has omitted certain schedules and other similar attachments to such agreement pursuant to Item 601(a)(5) of
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Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.
†Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
ITEM 16. FORM 10-K SUMMARY
None.
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DuPont de Nemours, Inc.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DUPONT DE NEMOURS, INC.
Registrant
Date: February 17, 2026
By: /s/ MADELEINE G. BARBER
Name: Madeleine G. Barber
Title: Vice President of Tax, Controller and Chief Accounting Officer
City: Wilmington
State: Delaware
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title(s) Date
/s/ ANTONELLA B. FRANZEN Senior Vice President and
Chief Financial Officer
(Principal Financial Officer) February 17, 2026
Antonella B. Franzen
/s/ MADELEINE G. BARBER Vice President of Tax, Controller and Chief Accounting Officer February 17, 2026
Madeleine G. Barber (Principal Accounting Officer)
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We, the undersigned directors and officers of DuPont de Nemours, Inc, hereby severally constitute Erik T. Hoover, Senior Vice President & General Counsel and Paige E. Fleming, Vice President, Associate General Counsel & Corporate Secretary, and each of them singly, as our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments or supplements to this Annual Report on Form 10-K and to cause same to be filed with the U.S. Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934.
Signature Title(s) Date
/s/ LORI D. KOCH Chief Executive Officer and Director February 17, 2026
Lori D. Koch
/s/ EDWARD D. BREEN Chairman February 17, 2026
Edward D. Breen
/s/ AMY G. BRADY Director February 17, 2026
Amy G. Brady
/s/ RUBY R. CHANDY Director February 17, 2026
Ruby R. Chandy
/s/ ALEXANDER M. CUTLER Director February 17, 2026
Alexander M. Cutler
/s/ ELEUTHERE I. DU PONT Director February 17, 2026
Eleuthère I. du Pont
/s/ LUTHER C. KISSAM, IV Director February 17, 2026
Luther C. Kissam, IV
/s/ JAMES A. LICO Director February 17, 2026
James A. Lico
/s/ FREDERICK M. LOWERY Director February 17, 2026
Frederick M. Lowery
Director February 17, 2026
Donald G. Macpherson
/s/ KURT B. MCMACKEN Director February 17, 2026
Kurt B. McMaken
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DuPont de Nemours, Inc.
Index to the Consolidated Financial Statements
Page(s)
Consolidated Financial Statements:
Management's Reports on Responsibility for Financial Statements and Internal Control over Financial Reporting
F- 2
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
F- 3
Consolidated Statements of Operations for the years ended December 31, 202 5 , 202 4 and 202 3
F- 6
Consolidated Statements of Comprehensive Income for the years ended December 31, 202 5 , 202 4 and 202 3
F- 7
Consolidated Balance Sheets as of December 31, 202 5 and December 31, 202 4
F- 8
Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 and 202 3
F- 9
Consolidated Statements of Equity for the years ended December 31, 202 5 , 202 4 and 202 3
F- 11
Notes to the Consolidated Financial Statements
F- 12
F-1
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Management's Reports on Responsibility for Financial Statements and
Internal Control over Financial Reporting
Management's Report on Responsibility for Financial Statements
Management is responsible for the Consolidated Financial Statements and the other financial information contained in this Annual Report on Form 10-K. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are considered by management to present fairly the Company's financial position, results of operations and cash flows. The financial statements include some amounts that are based on management's best estimates and judgments. The financial statements have been audited by the Company's independent registered public accounting firm, PricewaterhouseCoopers LLP. The purpose of their audit is to express an opinion as to whether the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company's financial position, results of operations and cash flows in conformity with GAAP. Their report is presented on the following pages.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:
i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.
Internal control over financial reporting has certain inherent limitations which may not prevent or detect misstatements. In addition, changes in conditions and business practices may cause variation in the effectiveness of internal controls.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013) . Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excluded Sinochem (Ningbo) RO Memtech Co., Ltd., which was acquired by the Company in October 2025. The total assets and total net sales of Sinochem (Ningbo) RO Memtech Co., Ltd. excluded from management’s assessment of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2025. Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting in the year of acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission staff.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, as stated in its report, which is presented on the following pages.
/s/ LORI D. KOCH /s/ ANTONELLA B. FRANZEN
Lori D. Koch
Chief Executive Officer Antonella B. Franzen
Chief Financial Officer
February 17, 2026
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of DuPont de Nemours, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of DuPont de Nemours, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2025 appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Sinochem (Ningbo) RO Memtech Co., Ltd. from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business combination during 2025. We have also excluded Sinochem (Ningbo) RO Memtech Co., Ltd. from our audit of internal control over financial reporting. Sinochem (Ningbo) RO Memtech Co., Ltd. is a wholly-owned subsidiary whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
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preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Interim and Annual Goodwill Impairment Assessments – Certain Reporting Units in the Diversified Industrials and Healthcare & Water Technologies Segments
As described in Notes 1 and 14 to the consolidated financial statements, as of December 31, 2025, the Company’s consolidated goodwill balance was $7.9 billion, the majority of which relates to certain reporting units in the Diversified Industrials and Healthcare & Water Technologies segments. Management tests goodwill for impairment at the reporting unit level annually during the fourth quarter, or more frequently when events or changes in circumstances indicate the fair value of a reporting unit has more likely than not declined below its carrying value. During the first quarter of 2025, the Company realigned its operating and reportable segments which changed the composition of certain reporting units. The associated reporting units' goodwill were assessed for impairment after the Q1 2025 segment realignment. For both the interim impairment assessment performed during the first quarter of 2025 and the annual impairment assessment performed during the fourth quarter of 2025, management performed quantitative testing on the reporting units using a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of market approach). As disclosed by management, under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Management uses internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for each reporting unit. Discounted cash flow valuations are completed using the following significant assumptions: projected revenue growth, EBITDA margins, weighted average costs of capital, and terminal growth rates. Under the market approach, management applies the Guideline Public Company Method, which uses projected earnings before interest, taxes, depreciation and amortization (EBITDA) and derived multiples from comparable market transactions. As a result of the interim and annual impairment assessments performed, management concluded the estimated fair values of the reporting units exceeded their carrying values and no impairments were identified.
The principal considerations for our determination that performing procedures relating to the interim and annual goodwill impairment assessments of certain reporting units in the Diversified Industrials and Healthcare & Water Technologies segments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue growth, EBITDA margins, the weighted average costs of capital, and the terminal growth rates for the income approach and market multiples for the market approach; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s interim and annual goodwill impairment assessments, including controls over the valuation of certain reporting units in the Diversified Industrials and Healthcare & Water Technologies segments and controls over the development of the significant assumptions related to projected revenue growth, EBITDA margins, the weighted average costs of capital, the terminal growth rates, and market multiples. These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the reporting units; (ii) evaluating the appropriateness of the income and market approaches used by management; (iii) testing the completeness and accuracy of underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected revenue growth, EBITDA margins, the weighted average costs of capital, and the terminal growth rates for the income approach and market multiples for the market approach. Evaluating management’s assumptions related to projected revenue growth and EBITDA margins involved considering (i) the current economic conditions and recent operating results of the reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions used by management were
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consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s income and market approaches and (ii) the reasonableness of the weighted average costs of capital, the terminal growth rates and market multiples assumptions.
Tax-Free Determination of the Electronics Separation and Certain Internal Distributions
As described in Notes 1 and 8 to the consolidated financial statements, on November 1, 2025, the Company completed the separation of its Electronics Business (the “Electronics Separation”) into an independent public company, Qnity Electronics, Inc. (“Qnity”), by way of the distribution to DuPont's stockholders. Management has determined that the Electronics Separation and certain internal distributions qualified as tax-free transactions under the applicable sections of the United States (U.S.) Internal Revenue Code. If the completed distribution of Qnity, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant income tax liabilities.
The principal considerations for our determination that performing procedures relating to the tax-free determination of the Electronics Separation and certain internal distributions is a critical audit matter are (i) the significant judgment by management in applying the relevant tax laws and regulations in determining the tax-free treatment of the Electronics Separation and certain internal distributions; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the tax-free determination of the Electronics Separation and certain internal distributions; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s determination of the tax-free treatment of the Electronics Separation and certain internal distributions. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in evaluating the information, including third party tax opinions, U.S. federal tax law, written tax advice and analyses prepared internally and by external tax advisors, certain representations from management, and other relevant evidence used by management to support management’s judgments and determination that the Electronics Separation and certain internal distributions qualified as tax-free, as well as the application of relevant tax laws and regulations.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 17, 2026
We have served as the Company’s auditor since 2019.
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DuPont de Nemours, Inc.
Consolidated Statements of Operations
(In millions, except for per share amounts) For the years ended December 31, 2025 2024 2023
Net sales $ 6,849 $ 6,719 $ 6,614
Cost of sales 4,486 4,499 4,442
Research and development expenses 193 203 192
Selling, general and administrative expenses 1,019 976 891
Amortization of intangibles 291 294 267
Restructuring and asset related charges - net 151 57 99
Goodwill impairment charge — — 668
Acquisition, integration and separation costs 203 90 19
Equity in (loss) earnings of nonconsolidated affiliates ( 7 ) ( 6 ) 1
Sundry income (expense) - net 14 ( 111 ) 80
Interest expense 313 366 396
Income (loss) from continuing operations before income taxes $ 200 $ 117 $ ( 279 )
Provision for (benefit from) income taxes on continuing operations 102 213 ( 217 )
Income (loss) from continuing operations, net of tax $ 98 $ ( 96 ) $ ( 62 )
(Loss) income from discontinued operations, net of tax ( 836 ) 834 524
Net (loss) income $ ( 738 ) $ 738 $ 462
Net income attributable to noncontrolling interests 41 35 39
Net (loss) income available for DuPont common stockholders $ ( 779 ) $ 703 $ 423
Per common share data:
Earnings (loss) per common share from continuing operations - basic $ 0.21 $ ( 0.23 ) $ ( 0.15 )
(Loss) earnings per common share from discontinued operations - basic ( 2.08 ) 1.91 1.09
(Loss) earnings per common share - basic $ ( 1.87 ) $ 1.68 $ 0.94
Earnings (loss) per common share from continuing operations - diluted $ 0.21 $ ( 0.23 ) $ ( 0.15 )
(Loss) earnings per common share from discontinued operations - diluted ( 2.07 ) 1.91 1.09
(Loss) earnings per common share - diluted $ ( 1.86 ) $ 1.68 $ 0.94
Weighted-average common shares outstanding - basic 417.5 419.2 449.9
Weighted-average common shares outstanding - diluted 419.2 419.2 449.9
See Notes to the Consolidated Financial Statements.
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DuPont de Nemours, Inc.
Consolidated Statements of Comprehensive Income
(In millions) For the years ended December 31, 2025 2024 2023
Net (loss) income $ ( 738 ) $ 738 $ 462
Other comprehensive income (loss), net of tax
Cumulative translation adjustments 735 ( 575 ) 38
Pension and other post-employment benefit plans ( 12 ) ( 60 ) ( 92 )
Derivative instruments ( 71 ) 32 ( 41 )
Separation of M&M Divestitures — — ( 32 )
Total other comprehensive income (loss) $ 652 $ ( 603 ) $ ( 127 )
Comprehensive (loss) income $ ( 86 ) $ 135 $ 335
Comprehensive income attributable to noncontrolling interests, net of tax 48 22 31
Comprehensive (loss) income attributable to DuPont $ ( 134 ) $ 113 $ 304
See Notes to the Consolidated Financial Statements.
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DuPont de Nemours, Inc.
Consolidated Balance Sheets
In millions, except share and per share amounts December 31, 2025 December 31, 2024
Assets
Current Assets
Cash and cash equivalents
$ 715 $ 1,792
Restricted cash and cash equivalents 42 6
Accounts and notes receivable - net 1,669 1,342
Inventories
1,172 1,130
Prepaid and other current assets 121 125
Assets of discontinued operations 1,856 16,380
Total current assets
$ 5,575 $ 20,775
Property
Property, plant and equipment 7,029 6,931
Less: Accumulated depreciation 3,565 3,477
Property, plant and equipment - net $ 3,464 $ 3,454
Other Assets
Goodwill
7,915 7,561
Other intangible assets
2,936 3,178
Restricted cash and cash equivalents - noncurrent — 36
Investments and noncurrent receivables 432 418
Deferred income tax assets
282 237
Deferred charges and other assets
971 977
Total other assets
$ 12,536 $ 12,407
Total Assets $ 21,575 $ 36,636
Liabilities and Equity
Current Liabilities
Short-term borrowings $ 60 $ 1,848
Accounts payable
995 1,054
Income taxes payable
54 79
Accrued and other current liabilities
882 784
Liabilities of discontinued operations 314 1,731
Total current liabilities
$ 2,305 $ 5,496
Long-Term Debt 3,134 5,323
Other Noncurrent Liabilities
Deferred income tax liabilities
405 524
Pension and other post-employment benefits - noncurrent 432 432
Other noncurrent obligations
1,196 1,068
Total other noncurrent liabilities
$ 2,033 $ 2,024
Total Liabilities $ 7,472 $ 12,843
Commitments and contingent liabilities
Stockholders' Equity
Common stock (authorized 1,666,666,667 shares of $ 0.01 par value each; issued 2025: 409,195,445 shares; 2024: 417,994,343 shares)
4 4
Additional paid-in capital
38,718 47,922
Accumulated deficit ( 24,278 ) ( 23,076 )
Accumulated other comprehensive loss ( 525 ) ( 1,500 )
Total DuPont stockholders' equity
$ 13,919 $ 23,350
Noncontrolling interests
184 443
Total equity
$ 14,103 $ 23,793
Total Liabilities and Equity $ 21,575 $ 36,636
See Notes to the Consolidated Financial Statements.
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DuPont de Nemours, Inc.
Consolidated Statements of Cash Flows
(In millions) For the years ended December 31, 2025 2024 2023
Operating Activities
Net (loss) income $ ( 738 ) $ 738 $ 462
(Loss) income from discontinued operations ( 836 ) 834 524
Net income (loss) from continuing operations $ 98 $ ( 96 ) $ ( 62 )
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 647 635 580
Provision (credit) for deferred income tax and other tax related items 13 ( 92 ) ( 308 )
Earnings of nonconsolidated affiliates less than (in excess of) dividends received 8 5 ( 2 )
Net periodic pension benefit cost (credit) 3 ( 1 ) 23
Periodic benefit plan contributions ( 44 ) ( 43 ) ( 49 )
Net gain on assets, businesses and investments ( 3 ) ( 4 ) ( 11 )
Restructuring and asset related charges - net 151 57 99
Stock based compensation 38 56 57
Goodwill impairment charge — — 668
Loss on debt extinguishment 99 74 —
Interest rate swap (gain) loss ( 31 ) 138 —
Interest rate swap termination ( 123 ) — —
Donatelle contingent earn-out true-up ( 19 ) — —
Other net loss (income) 36 ( 23 ) 57
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable ( 201 ) ( 83 ) 163
Inventories ( 10 ) 61 117
Accounts payable 61 ( 36 ) ( 232 )
Other assets and liabilities, net ( 163 ) 117 ( 255 )
Cash provided by operating activities - continuing operations $ 560 $ 765 $ 845
Investing Activities
Capital expenditures ( 333 ) ( 285 ) ( 302 )
Proceeds and adjustments to proceeds from sales of property and businesses, net of cash divested — ( 7 ) 1,236
Acquisitions of property and businesses, net of cash acquired ( 55 ) ( 313 ) ( 1,761 )
Purchases of investments — — ( 32 )
Proceeds from sales and maturities of investments — — 1,334
Other investing activities, net 14 43 6
Cash (used for) provided by investing activities - continuing operations $ ( 374 ) $ ( 562 ) $ 481
Financing Activities
Changes in short-term borrowings 60 — —
Distribution from Electronics at spin-off 4,100 — —
Payments on long-term debt and fees ( 4,134 ) ( 687 ) ( 300 )
Purchases of common stock and forward contracts ( 500 ) ( 500 ) ( 2,000 )
Proceeds from issuance of Company stock 32 50 27
Employee taxes paid for share-based payment arrangements ( 26 ) ( 27 ) ( 27 )
Distributions to noncontrolling interests ( 9 ) ( 5 ) ( 4 )
Dividends paid to stockholders ( 597 ) ( 635 ) ( 651 )
Cash transferred to Electronics at spin-off ( 664 ) — —
Payment of excise tax on purchase of treasury stock ( 8 ) ( 21 ) —
Other financing activities, net ( 4 ) ( 1 ) ( 1 )
Cash used for financing activities - continuing operations $ ( 1,750 ) $ ( 1,826 ) $ ( 2,956 )
Cash Flows from Discontinued Operations
Cash provided by operations - discontinued operations 852 1,082 1,073
Cash used for investing activities - discontinued operations ( 313 ) ( 287 ) ( 342 )
Cash used for financing activities - discontinued operations ( 118 ) ( 21 ) ( 33 )
Cash provided by discontinued operations $ 421 $ 774 $ 698
Effect of exchange rate changes on cash, cash equivalents and restricted cash 11 ( 62 ) ( 36 )
Decrease in cash, cash equivalents and restricted cash $ ( 1,132 ) $ ( 911 ) $ ( 968 )
(Continued on the following page)
See Notes to the Consolidated Financial Statements.
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DuPont de Nemours, Inc.
Consolidated Statements of Cash Flows
(In millions) For the years ended December 31, 2025 2024 2023
Cash, cash equivalents and restricted cash from continuing operations, beginning of period 1,834 2,755 3,723
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period 58 48 49
Cash, cash equivalents and restricted cash at beginning of period $ 1,892 $ 2,803 $ 3,772
Cash, cash equivalents and restricted cash from continuing operations, end of period 757 1,834 2,755
Cash, cash equivalents and restricted cash from discontinued operations, end of period 3 58 48
Cash, cash equivalents and restricted cash at end of period $ 760 $ 1,892 $ 2,803
(In millions) For the years ended December 31, 2025 2024 2023
Supplemental cash flow information
Cash paid during the year for:
Interest, net of amounts capitalized - from continuing operations $ 362 $ 394 $ 408
Income taxes, net of refunds - from continuing operations 127 184 168
Income taxes, net of refunds - from discontinued operations 204 132 226
See Notes to the Consolidated Financial Statements.
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DuPont de Nemours, Inc.
Consolidated Statements of Equity
In millions Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comp (Loss) Income Treasury Stock Noncontrolling Interests Total Equity
2023
Balance at January 1, 2023 $ 5 $ 48,420 $ ( 21,065 ) $ ( 791 ) $ — $ 448 $ 27,017
Net income — — 423 — — 39 462
Other comprehensive loss — — — ( 119 ) — ( 8 ) ( 127 )
Dividends ($ 1.44 per common share)
— ( 651 ) — — — — ( 651 )
Common stock issued/sold
— 27 — — — — 27
Stock-based compensation — 51 — — — — 51
Distributions to noncontrolling interests — — — — — ( 37 ) ( 37 )
Purchases of treasury stock — — — — ( 1,600 ) — ( 1,600 )
Excise tax on purchase of treasury stock — — ( 21 ) — — — ( 21 )
Retirement of treasury stock
( 1 ) — ( 2,212 ) — 2,213 — —
Forward contracts for share repurchase — ( 400 ) — — — — ( 400 )
Settlement of forward contracts for share repurchase — 613 — — ( 613 ) — —
Other
— ( 1 ) 1 — — 4 4
Balance at December 31, 2023 $ 4 $ 48,059 $ ( 22,874 ) $ ( 910 ) $ — $ 446 $ 24,725
2024
Net income — — 703 — — 35 738
Other comprehensive loss — — — ( 590 ) — ( 13 ) ( 603 )
Dividends ($ 1.52 per common share)
— ( 635 ) — — — — ( 635 )
Common stock issued/sold
— 50 — — — — 50
Stock-based compensation — 50 — — — — 50
Distributions to noncontrolling interests — — — — — ( 26 ) ( 26 )
Purchases of treasury stock — — — — ( 400 ) — ( 400 )
Excise tax on purchase of treasury stock — — ( 8 ) — — — ( 8 )
Retirement of treasury stock
— — ( 898 ) — 898 — —
Forward contracts for share repurchase — ( 100 ) — — — — ( 100 )
Settlement of forward contracts for share repurchase — 498 — — ( 498 ) — —
Other
— — 1 — — 1 2
Balance at December 31, 2024 $ 4 $ 47,922 $ ( 23,076 ) $ ( 1,500 ) $ — $ 443 $ 23,793
2025
Net loss — — ( 779 ) — — 41 ( 738 )
Other comprehensive income — — — 645 — 7 652
Dividends ($ 1.43 per common share)
— ( 597 ) — — — — ( 597 )
Common stock issued/sold
— 32 — — — — 32
Stock-based compensation — 34 — — — — 34
Distributions to noncontrolling interests — — — — — ( 39 ) ( 39 )
Purchases of treasury stock — — — — ( 400 ) — ( 400 )
Excise tax on purchases of treasury stock — — ( 4 ) — — — ( 4 )
Retirement of treasury stock
— — ( 400 ) — 400 — —
Forward contracts for share repurchase — ( 100 ) — — — — ( 100 )
Electronics Separation — ( 8,567 ) — 330 — ( 267 ) ( 8,504 )
Other
— ( 6 ) ( 19 ) — — ( 1 ) ( 26 )
Balance at December 31, 2025 $ 4 $ 38,718 $ ( 24,278 ) $ ( 525 ) $ — $ 184 $ 14,103
See Notes to the Consolidated Financial Statements.
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DuPont De Nemours, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Note Page
1 Summary of Significant Accounting Policies
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2 Recent Accounting Guidance
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3 Acquisitions
F- 20
4 Divestitures
F- 23
5 Revenue
F- 29
6 Restructuring and Asset Related Charges - Net
F- 31
7 Supplementary Information
F- 33
8 Income Taxes
F- 34
9 Earnings Per Share Calculations
F- 40
10 Accounts and Notes Receivable - Net
F- 41
11 Inventories
F- 41
12 Property, Plant and Equipment
F- 41
13 Nonconsolidated Affiliates
F- 42
14 Goodwill and Other Intangible Assets
F- 42
15 Short-Term Borrowings, Long-Term Debt and Available Credit Facilities
F- 46
16 Commitments and Contingent Liabilities
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17 Leases
F- 56
18 Stockholders' Equity
F- 58
19 Pension Plans and Other Post-Employment Benefits
F- 61
20 Stock-Based Compensation
F- 67
21 Financial Instruments
F- 73
22 Fair Value Measurements
F- 76
23 Segments and Geographic Regions
F- 78
24 Quarterly Financial Information (Una udited)
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying Consolidated Financial Statements of DuPont de Nemours, Inc. ("DuPont” or the "Company”) were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The significant accounting policies described below, together with the other notes that follow, are an integral part of the Consolidated Financial Statements.
The Consolidated Financial Statements include the accounts of the Company and subsidiaries in which a controlling interest is maintained. The Consolidated Financial Statements also include the accounts of joint ventures that are variable interest entities ("VIEs") in which the Company is the primary beneficiary due to the Company's power to direct the VIEs significant activities. For those consolidated subsidiaries in which the Company's ownership is less than 100 percent, the outside stockholders' interests are shown as noncontrolling interests. Investments in affiliates over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method.
The Company is also involved with certain joint ventures accounted for under the equity method of accounting that are VIEs. The Company is not the primary beneficiary, as the nature of the Company's involvement with the VIEs does not provide it the power to direct the VIEs significant activities. Future events may require these VIEs to be consolidated if the Company becomes the primary beneficiary. At December 31, 2025 and 2024, the maximum exposure to loss related to the nonconsolidated VIEs is not considered material to the Consolidated Financial Statements.
2025 Segment Realignment
In connection with Electronics Separation, defined below, in the fourth quarter 2025, the Company realigned its management and reporting structure. This realignment resulted in a change in reportable segments in the fourth quarter of 2025 which changed the manner in which the Company reports financial results by segment, (the "Q4 2025 Segment Realignment"). The financial results of the former Electronics Business are reflected in the Consolidated Financial Statements as discontinued operations and the Consolidated Financial Statements have been recast for all periods presented to reflect the new two segment reporting structure as described below:
• Healthcare & Water Technologies includes high-performance packaging, parts and components for medical device and biopharma markets as well as water filtration and purification technologies primarily for industrial wastewater & energy, municipal drinking water & desalination, and life sciences & specialty markets.
• Diversified Industrials includes building technologies, with a broad portfolio serving new-build and repair/remodel applications across non-residential and residential construction markets, and industrial technologies, which includes a portfolio of adhesive, wear and friction, and packaging solutions serving aerospace, automotive and printing and packaging markets.
DWDP Distributions
Effective August 31, 2017, E. I. du Pont de Nemours and Company ("EID") and The Dow Chemical Company ("TDCC") each merged with subsidiaries of DowDuPont Inc. (n/k/a "DuPont”) and, as a result, EID and TDCC became subsidiaries of the Company. On April 1, 2019, the Company completed the separation of the materials science business through the spin-off of Dow Inc., (“Dow”) including Dow’s subsidiary TDCC (the “Dow Distribution”). On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EID (subsequently renamed EIDP, Inc. (n/k/a "EIDP")), (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”). Following the Corteva Distribution, DuPont holds the specialty products business as continuing operations. DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc. (“DuPont”) (for certain events prior to June 1, 2019, the Company may be referred to as DowDuPont). Beginning on June 3, 2019, the Company's common stock is traded on the New York Stock Exchange under the ticker symbol "DD."
M&M Transactions
On November 1, 2022, DuPont completed the previously announced divestiture of the majority of its historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”), to Celanese Corporation (“Celanese”) for cash proceeds of $ 11.0 billion. On November 1, 2023, the Company closed the sale of the Delrin ® business to TJC LP ("TJC"), (the “Delrin ® Divestiture”). The Delrin ® Divestiture and together with the M&M Divestiture, collectively the "M&M Divestitures” and the businesses in scope of the M&M Divestitures collectively the "M&M Businesses".
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The results of operations for the year ended December 31, 2023, present the financial results of Delrin ® as discontinued operations through November 1, 2023. For the year ended December 31, 2023, the Consolidated Statements of Cash Flows present the cash flows of the Delrin ® Divestiture as discontinued operations for activity. The comprehensive income of the M&M Businesses have not been segregated and are included in the Consolidated Statements of Comprehensive Income for all periods presented. Unless otherwise indicated, the information in the notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the M&M Businesses. See Note 4 for more information.
Aramids Divestiture
On August 29, 2025, DuPont announced a definitive agreement to sell the Aramids business (the “Aramids Divestiture”) to Arclin, a portfolio company of an affiliate of TJC LP, (“TJC”), in return for pre-tax cash proceeds of approximately $ 1.2 billion, subject to customary transaction adjustments, a note receivable in the principal amount of $ 300 million and a non-controlling common equity interest (the "Aramids Equity Consideration"), valued at $ 325 million in the future Arclin holding company that will hold the Arclin global materials business and the Aramids business being divested. The transaction is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals. As a result, the financial results of the Aramids business being divested are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods. See Note 4 for more information.
Electronics Separation
On November 1, 2025, the Company completed the separation of its semiconductor and interconnect solutions businesses, (the "Electronics Business" and the separation of the Electronics Business, the “Electronics Separation”) into an independent public company, Qnity Electronics, Inc. (“Qnity”), by way of the distribution to DuPont's stockholders of record as of October 22, 2025, of all the issued and outstanding common stock of Qnity on November 1, 2025 (the “Qnity Distribution”). In connection with the Electronics Separation, Qnity paid a cash distribution to DuPont of approximately $ 4.1 billion. As a result, the financial results of the divested Electronics Business are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods. See Note 4 for more information.
Use of Estimates in Financial Statement Preparation
The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s Consolidated Financial Statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash equivalents represent investments with maturities of three months or less from time of purchase. They are carried at cost plus accrued interest, which approximates fair value.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents represents trust assets, cash held in escrow and cash within qualified settlement funds. These funds are restricted as to withdrawal or use under the terms of certain contractual agreements. Restricted cash is classified as a current or non-current asset based on the timing and nature of when or how the cash is expected to be used. See Note 7 and 16 for further information.
Marketable Securities
Marketable securities represent investments in fixed and floating rate financial instruments with maturities greater than three months and up to twelve months at time of purchase. Investments classified as held-to-maturity are recorded at amortized cost. The carrying value approximates fair value due to the short-term nature of the investments.
Fair Value Measurements
Under the accounting guidance for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
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The Company uses the following valuation techniques to measure fair value for its assets and liabilities:
Level 1 – Quoted market prices in active markets for identical assets or liabilities;
Level 2 – Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs);
Level 3 – Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability.
Foreign Currency Translation
The Company's worldwide operations utilize the U.S. dollar ("USD") or local currency as the functional currency, where applicable. The Company identifies its separate and distinct foreign entities and groups the foreign entities into two categories: 1) extension of the parent or foreign subsidiaries operating in a hyper-inflationary environment (USD functional currency) and 2) self-contained (local functional currency). If a foreign entity does not align with either category, factors are evaluated and a judgment is made to determine the functional currency.
For foreign entities where the USD is the functional currency, all foreign currency-denominated asset and liability amounts are re-measured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill, other intangible assets and other non-monetary items, which are re-measured at historical rates. Foreign currency income and expenses are re-measured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts re-measured at historical exchange rates. Exchange gains and losses arising from re-measurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.
For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are reported, net of their related tax effects, as a component of accumulated other comprehensive loss in equity. Assets and liabilities denominated in other than the local currency are re-measured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during the period.
The Company changes the functional currency of its separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.
Inventories
The Company's inventories are valued at the lower of cost or net realizable value. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead. The Company's inventories are generally accounted for under the average cost method. Stores and supplies are valued at cost or net realizable value, whichever is lower; cost is generally determined by the average cost method. The Company establishes allowances for obsolescence of inventory based upon quality considerations and assumptions about future demand and market conditions.
In periods of abnormally low production, certain fixed costs normally absorbed into inventory are recorded directly to cost of sales in the period incurred.
Property, Plant and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. When assets are surrendered, retired, sold, or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed from the Consolidated Balance Sheets and included in determining gain or loss on such disposals.
Goodwill and Other Intangible Assets
The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identifiable tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value.
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When testing goodwill for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in the amount by which the carrying value of the reporting unit exceeds its fair value, limited to the amount of goodwill at the reporting unit. The Company determines fair values for each of the reporting units using a combination of the income approach and market approach. Under the income approach, fair value is determined based on the net present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Under the market approach, the Company selects peer sets based on close competitors and reviews the EBITDA multiples to determine the fair value. When applicable, third-party purchase offers may be utilized to measure fair value. The Company applies a weighting to the market approach and income approach to determine the fair value. See Note 14 for further information on goodwill.
Indefinite-lived intangible assets are tested for impairment at least annually during the fourth quarter; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. When testing indefinite-lived intangible assets for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets is less than carrying value. If the Company chooses not to complete a qualitative assessment for indefinite-lived intangible assets or if the initial assessment indicates that it is more likely than not that the carrying value of indefinite-lived intangible assets exceeds the fair value, a quantitative test is required. Impairment exists when carrying value exceeds fair value. The Company's fair value methodology is primarily based on discounted cash flow techniques.
Definite-lived intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 5 to 20 years. The Company continually evaluates the reasonableness of the useful lives of these assets.
Impairment and Disposals of Long-Lived Assets
The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value of a long-lived asset group is considered for impairment when the total projected undiscounted cash flows from the assets are separately identifiable and are less than its carrying value. In that event, a loss would be recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset group. The Company's fair value methodology is an estimate of fair market value which is made based on prices of similar assets or other valuation methodologies, including present value techniques. Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed. Depreciation is recognized over the remaining useful life of the assets.
Acquisitions
In accordance with ASC 805, Business Combinations , acquisitions are recorded using the acquisition method of accounting. The Company includes the operating results of acquired entities from their respective dates of acquisition. The Company recognizes and measures the identifiable assets acquired and liabilities assumed as of the acquisition date fair value, where applicable. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired and liabilities assumed is recognized as goodwill. Costs incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded in the period the costs are incurred.
Leases
The Company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract, in accordance with ASC 842, Leases . A contract contains a lease if there is an identified asset and the Company has the right to control the asset. Operating lease right-of-use ("ROU") assets are included in "Deferred charges and other assets" on the Consolidated Balance Sheets. Operating lease liabilities are included in "Accrued and other current liabilities" and "Other noncurrent obligations" on the Consolidated Balance Sheets. Finance lease ROU assets are included in "Property, plant and equipment – net" and the corresponding lease liabilities are included in " Long-Term Debt " or "Short-term borrowings" on the Consolidated Balance Sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide the lessor's implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain
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those options will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-line basis over the lease term.
The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all asset classes. Additionally, for certain equipment leases, the portfolio approach is applied to account for the operating lease ROU assets and lease liabilities. In the Consolidated Statements of Operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term.
The Company has leases in which it is the lessor, these leases are classified as operating leases and lessor revenue and related expenses are not significant to the Company’s Consolidated Balance Sheets or Consolidated Statements of Operations. Lease income is recorded in "Selling, general, and administrative expenses" and "Research and development expenses". See Note 17 for additional information regarding the Company's leases.
Derivative Instruments
Derivative instruments are reported in the Consolidated Balance Sheets at their fair values. The Company utilizes derivatives to manage exposures to foreign currency exchange rates and commodity prices. Changes in the fair values of derivative instruments that are not designated as hedges are recorded in current period earnings. For derivative instruments designated as cash flow hedges, the gain or loss is reported in "Accumulated other comprehensive loss" ("AOCL") within the Consolidated Statements of Operations until it is cleared to earnings during the same period in which the hedged item affects earnings.
In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the maturation of the hedged transaction, the net gain or loss in AOCL generally remains in AOCL until the item that was hedged affects earnings. If a hedged transaction matures, or is sold, extinguished, or terminated prior to the maturity of a derivative designated as a hedge of such transaction, gains or losses associated with the derivative through the date the transaction matured are included in the measurement of the hedged transaction and the derivative is reclassified as for trading purposes. Derivatives designated as hedges of anticipated transactions are reclassified as for trading purposes if the anticipated transaction is no longer probable.
For derivative instruments designated as net investment hedges, the gain or loss is reported as a component of Other comprehensive income (loss) and recorded in AOCL. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated.
Net Foreign Investment Hedge
The Company has fixed-for-fixed cross currency swaps which are designated as a net investment hedge and has made an accounting policy election to account for the net investment hedge using the spot method. The Company has also elected to amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued. The cross-currency swap is marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within AOCL, net of amounts associated with excluded components which are recognized in "Interest expense" in the Consolidated Statements of Operations.
Interest Rate Swap Agreements
The Company has entered into fixed-to-floating interest rate swap agreements to hedge changes in the fair value of the Company’s long-term debt due to interest rate movements. Derivate instruments are recognized in the Consolidated Balance Sheets at fair value. When designated and qualifying under ASC 815, the Company applies hedge accounting where changes in the fair value of the interest swaps and changes in the fair value of the related hedged portion of long-term debt will be presented and will net to zero in "Interest expense" in the Consolidated Statements of Operations. When a hedging relationship is dedesignated or no longer qualifies for hedge accounting, the Company continues to measure the interest rate swaps at fair value with subsequent changes in fair value of the swaps and any gains or losses from net interest settlements associated with the dedesignated swaps, are recognized directly in earnings in “Sundry income (expense) – net” in the Consolidated Statements of Operations. Cash payments or receipts associated with interest rate swaps are classified as (operating activities) in the Consolidated Statements of Cash Flows.
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Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the Consolidated Balance Sheets in "Accrued and other current liabilities" and "Other noncurrent obligations" at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the Consolidated Balance Sheets as "Accounts and notes receivable – net."
Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.
Revenue Recognition
The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of Revenue from Contracts with Customers (ASC Topic 606), the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 5 for additional information on revenue recognition.
Cost of Sales
Cost of sales primarily includes the cost of manufacture and delivery, ingredients or raw materials, direct salaries, wages and benefits and overhead, non-capitalizable costs associated with capital projects and other operational expenses. No amortization of intangibles is included within costs of sales.
Research and Development
Research and development costs are expensed as incurred. Research and development expense includes costs (primarily consisting of employee costs, materials, contract services, research agreements, and other external spend) relating to the discovery and development of new products, and enhancement of existing products.
Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily include selling and marketing expenses, commissions, functional costs, and business management expenses.
Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments associated with the preparation and execution of activities related to strategic initiatives.
Litigation
Accruals for legal matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Legal costs, such as outside counsel fees and expenses, are charged to expense in the period incurred.
Restructuring and Asset Related Charges
Charges for restructuring programs generally include targeted actions involving employee severance and related benefit costs, contract termination charges, and asset related charges, which include impairments or accelerated depreciation/amortization of long-lived assets associated with such actions. Employee severance and related benefit costs are provided to employees under the Company’s ongoing benefit arrangements. These charges are accrued during the period when management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated. Contract termination charges primarily reflect costs to terminate a contract before the end of its term or costs that will continue to be incurred under the contract for its remaining term without economic benefit to the Company. Asset related charges reflect impairments to long-lived assets and indefinite-lived intangible assets no longer deemed recoverable and depreciation/amortization of long-lived assets, which is accelerated over their remaining economic lives.
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Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies, such as indemnifications, when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. The current portion of uncertain income tax positions is included in "Income taxes payable" and the long-term portion is included in "Other noncurrent obligations" in the Consolidated Balance Sheets.
NOTE 2 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09") to improve transparency and disclosure requirements for the rate reconciliation, income taxes paid and other tax disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, on a prospective basis. The disclosures have been implemented prospectively as required for the year ended December 31, 2025. See Note 8 for more information.
Accounting Guidance Issued But Not Adopted at December 31, 2025
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, "Income Statement: Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures" ("ASU 2024-03") to improve disclosures about the nature of expenses within line items on the statements of operations. The amendments in ASU 2024-03 are effective for the Company's 2027 annual report and subsequent interim periods; however, early adoption is permitted. The amendments can be applied prospectively or retrospectively to all periods presented. The Company is currently evaluating the impact of adopting this guidance.
In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”) to modernize the accounting for internal-use software costs and improve operability of the guidance across different software development project stages. The amendments in ASU 2025-06 are effective for the Company’s 2028 annual and quarterly reports; however, early adoption is permitted. The amendments can be applied prospectively, retrospectively, or using a modified transition approach. The Company is currently evaluating the impact of adopting this guidance.
In September 2025, the FASB issued Accounting Standards Update No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract” (“ASU 2025-07”) to establish accounting requirements for contracts that meet the characteristics-based definition of a derivative and are not otherwise excluded from the Topic's scope. The amendments in ASU 2025-07 are effective for the Company’s 2027 annual and quarterly reports; however, early adoption is permitted. The amendments can be applied prospectively or on a modified retrospective basis. The Company is currently evaluating the impact of adopting this guidance.
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NOTE 3 - ACQUISITIONS
Sinochem Acquisition
On October 10, 2025, DuPont completed the acquisition of Sinochem (Ningbo) RO Memtech Co., Ltd. ("Sinochem") for a net purchase price of $ 56 million (the “Sinochem Acquisition”). Sinochem is a reverse osmosis manufacturer in China and the Asia Pacific region. A $ 56 million prepayment, paid with existing cash balances, was executed in September 2025 and control of the business was transferred to the Company upon completion of the acquisition. Sinochem is a part of the Healthcare & Water Technologies segment.
The purchase accounting and purchase price allocation for Sinochem are complete. The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase allocation is considered final. The fair values allocated to the assets acquired and liabilities assumed on October 10, 2025 include total identifiable assets of $ 51 million and total liabilities of $ 2 million. Following the allocation of fair value to identifiable assets and liabilities, goodwill of $ 7 million was recorded. The fair value of total assets acquired primarily includes $ 40 million of property plant and equipment. The remaining assets acquired primarily include cash and cash equivalents.
The Company evaluated the disclosure requirements under ASC 805, Business Combinations and determined Sinochem was not considered a material business combination for purposes of disclosing either the earnings of Sinochem since the date of acquisition or supplemental pro forma information.
Donatelle Acquisition
On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC and certain related real estate (together, "Donatelle"), for a net purchase price of $ 365 million (the "Donatelle Acquisition"). The net purchase price included the estimated fair value, at the acquisition date, for a contingent earn-out liability of $ 40 million, further discussed below. Donatelle is part of the Healthcare & Water Technologies segment.
The purchase accounting and purchase price allocation for Donatelle are complete. The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase allocation is considered final. The fair values allocated to the assets acquired and liabilities assumed on July 28, 2024 include total identifiable assets of $ 268 million and total liabilities of $ 17 million. Following the allocation of fair value to identifiable assets and liabilities, goodwill of $ 114 million was recorded. The fair value of total assets acquired primarily includes $ 201 million of other intangible assets and $ 36 million of property, plant and equipment. The remaining assets acquired primarily include cash and cash equivalents and inventory.
The significant fair value estimates included in the allocation of purchase price are discussed below.
Other Intangible Assets
Other intangible assets with definite lives primarily include customer relationships of $ 151 million and developed technology of $ 47 million. Customer relationships and developed technology have useful lives of 20 years and 15 years, respectively. The customer-related intangible assets' estimated fair value was determined using the multi-period excess earnings method while the developed technology fair values were determined utilizing the relief from royalty method.
Goodwill
The excess of the consideration for Donatelle over the net fair value of assets acquired and liabilities assumed resulted in the recognition of $ 114 million of goodwill, which has been assigned to the Healthcare & Water Technologies segment. Goodwill is primarily attributable to the optimization of the combined Healthcare & Water Technologies segment and Donatelle businesses’ global activities across sales and manufacturing, as well as expected future customer relationships. The goodwill associated with the acquisition of Donatelle is deductible for U.S. tax purposes.
Contingent Earn-out Liability
The transaction agreement for the Donatelle Acquisition includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $ 85 million. The contingent earn-out liability was measured using a Monte Carlo simulation and the primary assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs, considered to be Level 3 measurements under the fair value hierarchy. The fair value of the contingent earn-out liability at the acquisition date was $ 40 million.
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The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue. The Company recognized an adjustment to reflect the latest developments in the future achievement of the customer specific revenue being earned. For the year ended December 31, 2025, this adjustment resulted in a benefit of $ 19 million reflected in "Sundry income (expense) – net" within the Consolidated Statements of Operations. The fair value of the contingent earn-out liability at December 31, 2025 and December 31, 2024 was $ 21 million and $ 40 million, respectively, reflected in “Other noncurrent obligations” on the Consolidated Balance Sheets.
The Company evaluated the disclosure requirements under ASC 805, Business Combinations and determined Donatelle was not considered a material business combination for purposes of disclosing either the earnings of Donatelle since the date of acquisition or supplemental pro forma information.
Spectrum Acquisition
On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”). Spectrum is primarily reported in the Healthcare Technologies business within the Healthcare & Water Technologies segment. The net purchase price was approximately $ 1,781 million, including a net upward adjustment of approximately $ 43 million for acquired cash and net working capital, among other items. The Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date.
The purchase accounting and purchase price allocation for Spectrum is complete. Final fair values of the assets acquired and liabilities assumed are presented in the following table:
Spectrum Assets Acquired and Liabilities Assumed on August 1, 2023
In millions
Fair value of assets acquired
Cash and cash equivalents $ 31
Accounts and notes receivable 68
Inventories 52
Property, plant and equipment 125
Other intangible assets 916
Deferred charges and other assets 34
Total Assets Acquired $ 1,226
Fair value of liabilities assumed
Accounts payable $ 21
Income taxes payable 17
Deferred income tax liabilities 177
Other noncurrent liabilities 44
Total Liabilities Assumed $ 259
Goodwill 814
Total Consideration $ 1,781
The significant fair value adjustments included in the allocation of purchase price are discussed below.
Other Intangible Assets
Other intangible assets with definite lives include acquired customer-related intangible assets of $ 772 million, developed technology of $ 126 million and trademark/tradename of $ 18 million. Acquired customer-related intangible assets, developed technology, and trademark/tradename have useful lives of 20 years, 15 years, and 5 years, respectively. The customer-related intangible assets' fair value was determined using the multi-period excess earnings method while the developed technology and trademark/tradename fair values were determined utilizing the relief from royalty method. The determination and allocation of fair value of other intangibles assets assumed is based on various assumptions and valuation methodologies requiring considerable management judgment, including estimates based on historical information, current market data and future expectations.
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Goodwill
The excess of the consideration for Spectrum over the net fair value of assets acquired and liabilities assumed resulted in the recognition of $ 814 million of goodwill, which has been assigned to the Healthcare & Water Technologies and Diversified Industrials segments. Goodwill is primarily attributable to the optimization of each segment and Spectrum businesses’ global activities across sales and manufacturing, as well as expected future customer relationships. Spectrum goodwill will no t be deductible for U.S. tax purposes.
The Company evaluated the disclosure requirements under ASC 805 and determined Spectrum was not considered a material business combination for purposes of disclosing the earnings of Spectrum since the date of acquisition or supplemental pro forma information.
Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments. For the year ended December 31, 2025, these costs were primarily related to the Electronics Separation and the Aramids Divestiture. For the year ended December 31, 2024, these costs were primarily related to the Electronics Separation. For the year ended December 31, 2023, these costs were primarily related to the Spectrum Acquisition.
These costs are recorded within "Acquisition, integration and separation costs" within the Consolidated Statements of Operations.
(In millions) For the years ended December 31, 2025 2024 2023
Acquisition, integration and separation costs $ 203 $ 90 $ 19
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NOTE 4 - DIVESTITURES
Electronics Separation
On November 1, 2025 (the "Distribution Date"), the Company completed the separation of its semiconductor and interconnect solutions businesses, (the "Electronics Business" and the separation of the Electronics Business, the “Electronics Separation”) into an independent public company, Qnity Electronics, Inc. (“Qnity”), by way of the distribution to DuPont's stockholders of record as of October 22, 2025, of all the issued and outstanding common stock of Qnity on November 1, 2025 (the “Qnity Distribution”). In connection with the Electronics Separation, Qnity paid a cash distribution to DuPont of approximately $ 4.1 billion. Certain internal distributions and reorganizations, and the Qnity Distribution on November 1, 2025 qualified as tax-free transactions under the applicable sections of the U.S. Internal Revenue Code. The Company has determined that the Electronics Separation represents a strategic shift that has had and will have a major effect on the Company’s operations and results.
The results of operations of the Electronics Business are presented as discontinued operations as summarized below through the Distribution Date.
For the Years Ended December 31,
In millions 2025 2024 2023
Net sales $ 3,940 $ 4,335 $ 4,036
Cost of sales 2,109 2,326 2,273
Research and development expenses 277 297 285
Selling, general and administrative expenses 414 505 437
Amortization of intangibles 173 232 262
Restructuring and asset related charges - net 9 9 34
Acquisition, integration and separation costs 323 78 —
Equity in earnings of nonconsolidated affiliates 42 37 16
Sundry income (expense) - net — 31 17
Interest expense 23 — —
Income from discontinued operations before income taxes $ 654 $ 956 $ 778
Provision for income taxes on discontinued operations 141 181 166
Income from discontinued operations, net of tax $ 513 $ 775 $ 612
Income from discontinued operations attributable to noncontrolling interests 31 33 28
Income from discontinued operations attributable to DuPont stockholders, net of tax $ 482 $ 742 $ 584
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The following table summarizes the major classes of assets and liabilities of the Electronics Business presented as discontinued operations as of December 31, 2024:
In millions December 31, 2024
Assets
Cash and cash equivalents $ 51
Accounts and notes receivable - net 669
Inventories 598
Prepaid and other current assets 37
Property, plant and equipment - net 1,560
Goodwill 8,252
Other intangible assets 1,654
Investments and noncurrent receivables 394
Deferred income tax assets 8
Deferred charges and other assets 154
Total assets of discontinued operations $ 13,377
Liabilities
Accounts payable $ 523
Income taxes payable 120
Accrued and other current liabilities 204
Deferred income tax liabilities 337
Pension and other post-employment benefits - noncurrent 85
Other noncurrent obligations 187
Total liabilities of discontinued operations $ 1,456
Agreements with Qnity Electronics, Inc.
In connection with the Qnity Distribution, DuPont has entered into certain agreements that provide for the allocation of DuPont’s assets, employees, liabilities and obligations among DuPont and Qnity, and provides a framework for DuPont’s relationship with Qnity following the Distributions. In connection with the Electronics Separation, effective November 1, 2025, DuPont and/or certain of its affiliates entered into certain agreements with Qnity and/or certain of its affiliates, including each of the following:
• Separation and Distribution Agreement - entered into a Separation and Distribution Agreement (the "Electronics Separation and Distribution Agreement") that sets forth, among other things, the agreements between the Company and Qnity regarding the principal transactions necessary to effect the Qnity Distribution. It also sets forth other agreements that govern certain aspects of the Company’s and Qnity’s ongoing relationship after the completion of the Qnity Distribution.
• Tax Matters Agreement - entered into a Tax Matters Agreement with Qnity (the “Electronics Tax Matters Agreement”). The Electronics Tax Matters Agreement governs the Company’s and Qnity’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
• Employee Matters Agreement - entered into an Employee Matters Agreement with Qnity (the “Employee Matters Agreement”). The Employee Matters Agreement identifies employees and employee-related liabilities (and attributable assets) contractually allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Company and Qnity as part of the Qnity Distribution and describes when and how the relevant transfers and assignments occur or will occur.
• Intellectual Property Cross-License Agreement - entered into an Intellectual Property Cross-License Agreement with Qnity, effective as of November 1, 2025 (the “IP Cross-License Agreement”). The IP Cross-License Agreement sets forth the terms and conditions pursuant to which the Company and Qnity may use, following the Qnity Distribution, certain patents, know-how (including trade secrets), copyrights and software contractually allocated to the other party under the electronics Separation and Distribution Agreement in the conduct of their respective businesses and natural evolutions thereof. The Company also licenses to Qnity certain engineering, safety, health and environmental standards that are contractually allocated to the Company under the Electronics Separation and Distribution Agreement and used by Qnity’s businesses as of the Distribution.
• Transition Services Agreement - entered into Transition Services Agreements with Qnity (the “Transition Services Agreements”). Pursuant to the Transition Services Agreements, the Company is providing certain transitional services
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to Qnity, and Qnity is providing certain transitional services to the Company The companies will reimburse each other for services provided.
• Legacy Liabilities Assignment Agreement - The Company entered into an assignment agreement with Qnity, effective as of November 1, 2025 (the “Legacy Liabilities Assignment Agreement”). Pursuant to the Legacy Liabilities Assignment Agreement, the Applicable Percentage (as defined in the Electronics Separation and Distribution Agreement) of any Legacy Liabilities (as defined in that certain Letter Agreement, dated as of June 1, 2019, by and between the Company (f/k/a DowDuPont Inc.) and Corteva, Inc. (the “Letter Agreement”) and any funding obligations of the Company under that certain Memorandum of Understanding, dated as of January 22, 2021, by and among the Company, Corteva, Inc., E. I. du Pont de Nemours and Company and The Chemours Company (the "MOU"), including with respect to the funding of the escrow account thereunder, will be contractually allocated to Qnity (and for which Qnity will indemnify the Company). For more information on the Letter Agreement and the MOU, see the discussion in Note 16.
On December 2, 2025, the Company and Qnity determined and agreed, pursuant to the Electronics Separation and Distribution Agreement, dated as of November 1, 2025, that the Applicable Percentage (as defined in the Electronics Separation and Distribution Agreement) of DuPont is 56 percent and of Qnity is 44 percent.
Indemnifications
In connection with the Qnity Distribution, Qnity and DuPont indemnify one another against certain litigation, environmental, income taxes, and other liabilities. At December 31, 2025, DuPont had recorded related indemnification assets of $ 159 million within "Accounts and notes receivable - net" and $ 248 million within "Deferred charges and other assets" and accrued related indemnification liabilities of $ 199 million within "Accrued and other current liabilities" and $ 95 million within "Other noncurrent obligations" on the Consolidated Balance Sheets.
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Aramids Divestiture
On August 29, 2025, DuPont announced a definitive agreement to sell the Aramids business (Kevlar ® and Nomex ® ), (the "Aramids Business") to TJC LP, (“TJC”), in a transaction for gross consideration of $ 1.8 billion (the “Aramids Divestiture”). In accordance with the transaction agreement, at the closing of the Aramids Divestiture, DuPont will receive pre-tax cash proceeds of approximately $ 1.2 billion, subject to customary transaction adjustments, an interest bearing note receivable of $ 300 million, and a noncontrolling common equity interest valued at $ 325 million, which, at the date of the definitive agreement, was expected to represent an approximate 17.5 percent stake at the time of the closing in the future Arclin holding company that will hold the Arclin global materials business and the Aramids Business (the "Equity Consideration"). The transaction is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals.
The Company has determined that the Aramids Business meets the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on the Company’s operations and results.
The results of operations of the Aramids Business are presented as discontinued operations as summarized below:
For the Years Ended December 31,
In millions 2025 2024 2023
Net sales $ 1,297 $ 1,332 $ 1,418
Cost of sales 1,024 1,054 1,120
Research and development expenses 28 31 31
Selling, general and administrative expenses 48 71 80
Amortization of intangibles 43 69 71
Restructuring and asset related charges - net 75 21 13
Goodwill impairment charges 768 — 136
Acquisition, integration and separation costs 55 — —
Equity in earnings of nonconsolidated affiliates 24 29 34
Sundry income (expense) - net 2 4 5
Loss from classification to held for sale 444 — —
(Loss) income from discontinued operations before income taxes $ ( 1,162 ) $ 119 $ 6
(Benefit from) provision for income taxes on discontinued operations ( 67 ) 20 22
(Loss) income from discontinued operations, net of tax $ ( 1,095 ) $ 99 $ ( 16 )
Income from discontinued operations attributable to noncontrolling interests — — 5
(Loss) income from discontinued operations attributable to DuPont common stockholders $ ( 1,095 ) $ 99 $ ( 21 )
During the third quarter of 2025, in connection with the announcement of the Aramids Divestiture and due to the changes in facts and circumstances relevant to potential impairment triggers, the Company performed an impairment analysis on the Aramids reporting unit's equity method investments. As a result of the analysis performed, the Company recorded pre-tax, non-cash impairment charges of $ 51 million to write-down the value of certain equity method investments. The charge was recognized in “Restructuring and asset related charges – net” in the summarized results of discontinued operations for the year ended December 31, 2025.
Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. Included within the fair value estimate calculation was the $ 300 million note receivable at a fair value of $ 181 million, $ 325 million Equity Consideration, and estimated cash proceeds of $ 1.1 billion, net of transaction adjustments. The fair value of the note receivable was determined using a market approach primarily based on current market interest rates for similar credit facilities and the duration of the note. The Equity Consideration fair value was determined using a contractually agreed-upon value per the transaction agreement. During the third quarter of 2025, in connection with the announcement of the Aramids Divestiture and due to the changes in facts and circumstances relevant to potential impairment triggers, the Company performed an impairment analysis on the Aramids business asset group. The Company determined that the estimated fair value of the Aramids business, less costs to sell, was lower than its carrying value and recorded a $ 437 million loss from classification to held for sale and a corresponding valuation allowance during the third quarter of 2025. The Company revised the estimated fair value, less costs to sell, of the Aramids business in the fourth quarter of 2025 and recorded an additional $ 7 million loss as a result of foreign currency changes, among others. At December 31, 2025, a valuation allowance of $ 406 million was recorded against the assets held for sale within "Assets of discontinued operations" in the Consolidated Balance Sheets. The Company will continue to revise the estimated fair value, less costs to sell, of the Aramids business between signing and the expected closing in 2026 to account for factors such as final selling costs, market changes affecting the seller note, currency fluctuations, and any updates will impact the valuation allowance.
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The following table summarizes the major classes of assets and liabilities of the Aramids Business classified as held for sale presented as discontinued operations at December 31, 2025 and December 31, 2024:
In millions December 31, 2025 December 31, 2024
Assets
Cash and cash equivalents $ 3 $ 7
Accounts and notes receivable - net 230 188
Inventories 453 402
Prepaid and other current assets 16 17
Property, plant and equipment - net 769 754
Goodwill — 754
Other intangible assets 496 538
Investments and noncurrent receivables 201 269
Deferred income tax assets 4 1
Deferred charges and other assets 90 73
Valuation allowance to adjust assets to estimated fair value less costs to sell $ ( 406 ) $ —
Total assets of discontinued operations $ 1,856 $ 3,003
Liabilities
Accounts payable $ 169 $ 143
Income taxes payable 8 3
Accrued and other current liabilities 60 43
Deferred income tax liabilities 33 54
Pension and other post-employment benefits - noncurrent 5 6
Other noncurrent obligations 39 26
Total liabilities of discontinued operations $ 314 $ 275
Mobility & Materials Divestitures
On November 1, 2022, DuPont completed the previously announced divestiture of the majority of the historic Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”). The Company also announced on February 18, 2022, that its Board of Directors approved the divestiture of the Delrin ® acetal homopolymer (H-POM) business, subject to entry into a definitive agreement and satisfaction of customary closing conditions, (the Delrin ® business together with the M&M Divestiture businesses, the "M&M Businesses”). On November 1, 2023, the Company closed the sale of the Delrin ® business to TJC LP ("TJC"), (the “Delrin ® Divestiture”). DuPont received cash proceeds of approximately $ 1.28 billion, which includes certain customary transaction adjustments, a note receivable in the amount of $ 350 million and acquired a 19.9 percent noncontrolling equity interest in Derby Group Holdings LLC, (“Derby”). The customary transaction adjustments primarily relate to $ 27 million of cash transferred with the Delrin ® Divestiture for which DuPont was reimbursed at closing resulting in net cash proceeds of $ 1.25 billion. TJC, through its subsidiaries, holds the 80.1 percent controlling interest in Derby. The Company accounts for its equity interest in Derby as an equity method investment based upon its noncontrolling equity interest, its $ 350 million intra-entity note receivable owed by an indirect, wholly owned subsidiary of Derby and its representation on the Derby board of directors. The note receivable has a maturity date of November 2031. The Company has limited continuing involvement with Derby including short term transition service agreements and insignificant sales to the Delrin ® business.
As a result of the Delrin ® Divestiture, and included as part of the $ 419 million gain on the sale, the Company initially recognized the 19.9 percent equity interest and the $ 350 million note receivable at fair values of $ 121 million and $ 224 million, respectively, which are recorded in "Investments and noncurrent receivables" in the Consolidated Balance Sheets. The fair value of the equity interest was determined using the enterprise value based on sales proceeds and a market approach primarily based on restricted stock studies. The fair value of the note receivable was determined using a market approach primarily based on current market interest rates for similar credit facilities and the duration of the note.
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The Company determined the sales of the M&M Businesses represent a strategic shift that has a major effect on the Company’s operations and results. For the years ended December 31, 2023 the Company recognized an after-tax gain of $ 480 million recorded in " (Loss) income from discontinued operations, net of tax " in the Company's Consolidated Statement Operations. For the year ended December 31, 2023, $ 419 million is related to the gain on the sale of Delrin ® , which is included in the Consolidated Statements of Cash Flows. The results of operations of the M&M Businesses are presented as discontinued operations as summarized below for all periods. The Delrin ® Divestiture is reflected through November 1, 2023:
For the Year Ended December 31, 2023
In millions
Net sales $ 460
Cost of sales 295
Research and development expenses 3
Selling, general and administrative expenses 2
Acquisition, integration and separation costs 1
195
Sundry income (expense) - net 9
Loss from discontinued operations before income taxes $ ( 26 )
Provision for income taxes on discontinued operations 31
Loss from discontinued operations, net of tax $ ( 57 )
Gain on sale, net of tax 2
480
Income from discontinued operations attributable to DuPont common stockholders $ 423
1. Includes costs related to the M&M Divestitures.
2. Gain includes purchase price adjustments related to the M&M Divestitures in 2023.
Pursuant to the Transaction Agreement, liabilities and assets related to the M&M Divestiture could not be directly assumed by Celanese and as a result, transferred by way of indemnification between both parties. In addition, pursuant to the Transaction Agreement, DuPont indemnifies Celanese against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the transaction.
Other Discontinued Operations Activity
The Company recorded a loss from discontinued operations, net of tax, of $ 836 million for the year ended December 31, 2025 and income from discontinued operations, net of tax, of $ 834 million and $ 524 million for the years ended December 31, 2024 and 2023, respectively.
Discontinued operations activity consists of the following:
(Loss) Income from Discontinued Operations, Net of Tax For the Years Ended December 31,
In millions 2025 2024 2023
Electronics Separation $ 513 $ 775 $ 612
Aramids Divestiture 1
( 1,095 ) 99 ( 16 )
M&M Divestitures 2
( 2 ) ( 27 ) 423
MOU Activity 3
( 201 ) ( 36 ) ( 426 )
Indemnification activity - environmental and legal 4
( 35 ) ( 24 ) ( 50 )
Tax related matters 5
( 6 ) 57 —
Other ( 10 ) ( 10 ) ( 19 )
(Loss) income from discontinued operations, net of tax 6
$ ( 836 ) $ 834 $ 524
1. The year ended December 31, 2025 reflects the loss from classification to held for sale of $ 444 million and goodwill impairment charges of $ 768 million.
2. The year ended December 31, 2024 primarily includes separation costs and purchase price adjustments.
3. Includes the activity subject to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva Inc ("Corteva"), E. I. du Pont de Nemours and Company ("EIDP") and the Company. The year ended December 31, 2025 includes a charge related to the State of New Jersey legal matters discussed further in Note 16. The year ended December 31, 2023 includes a charge related to the Water District Settlement Agreement, as defined in Note 16.
4. Primarily related to the DWDP Separation and Distribution Agreement and Letter Agreement between Corteva and EIDP and the Electronics Separation and Distribution Agreement with Qnity. For additional information on these matters, refer to Note 16.
5. The year ended December 31, 2024 includes tax indemnification activity associated with divested businesses.
6. The year ended December 31, 2025 amount is presented net of tax benefit of $ 90 million. The years ended December 31, 2024 and 2023 amounts are presented net of tax provision of $ 224 million and $ 131 million, respectively.
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NOTE 5 - REVENUE
Revenue Recognition
Products
Substantially all of DuPont's revenue is derived from product sales. Product sales consist of sales of DuPont's products to supply manufacturers and distributors. DuPont considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.
Revenue from product sales is recognized when the customer obtains control of the Company’s product, which occurs at a point in time, usually upon shipment, with payment terms typically in the range of 30 to 60 days after invoicing depending on business and geographic region. The Company elected the practical expedient to not adjust the amount of consideration for the effects of a significant financing component for all instances in which the period between payment and transfer of the goods will be one year or less. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company elected to use the practical expedient to expense cash and non-cash sales incentives as the amortization period for the costs to obtain the contract would have been one year or less. The transaction price includes estimates for reductions in revenue from customer rebates and rights of return on product sales. These amounts are estimated based upon the most likely amount of consideration to which the customer will be entitled. All estimates are based on historical experience, anticipated performance, and the Company’s best judgment at the time to the extent it is probable, that a significant reversal of revenue recognized will not occur. All estimates for variable consideration are reassessed periodically.
For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.
Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. Refer to Note 23 for the breakout of net sales by geographic region.
Effective in the fourth quarter of 2025, as a result of the separation of the Electronics Business, the Company realigned its management and reporting structure. This realignment resulted in a change in reportable segments in the fourth quarter of 2025 which changed the manner in which the Company reports financial results by segment. The financial results of the former Electronics business are reflected in the Consolidated Financial Statements as discontinued operations. The Net Trade Revenue table below has been recast for all periods presented to reflect the new structure.
Net Trade Revenue 2025 2024 2023
(In millions) For the years ended December 31,
Healthcare Technologies $ 1,758 $ 1,568 $ 1,459
Water Technologies 1,475 1,408 1,460
Healthcare & Water Technologies $ 3,233 $ 2,976 $ 2,919
Industrial Technologies $ 2,003 $ 2,040 $ 1,980
Building Technologies 1,613 1,703 1,715
Diversified Industrials $ 3,616 $ 3,743 $ 3,695
Total $ 6,849 $ 6,719 $ 6,614
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Contract Balances
From time to time, the Company enters into arrangements in which it receives payments from customers based upon contractual billing schedules. The Company records accounts receivables when the right to consideration becomes unconditional. Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers. The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.
The Company’s contract balances consisted primarily of trade accounts receivable of $ 920 million at December 31, 2025 and $ 800 million at December 31, 2024 included in “Accounts and notes receivable – net” in the Consolidated Balance Sheets. Deferred revenue, current and noncurrent were immaterial at December 31, 2025 and December 31, 2024.
Revenue recognized for the years ended December 31, 2025 and 2024 from amounts included in contract liabilities at the beginning of the period was immaterial. The Company did not recognize any asset impairment charges related to contract assets during the period.
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NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
The Company records restructuring liabilities that represent nonrecurring charges in connection with simplifying certain organizational structures and operations, including operations related to transformational projects such as divestitures and acquisitions. Charges for restructuring programs and asset related charges, which includes asset impairments, were $ 151 million, $ 57 million and $ 99 million for the years ended December 31, 2025, 2024 and 2023, respectively. These charges were recorded in "Restructuring and asset related charges - net" in the Consolidated Statements of Operations. The total liability related to restructuring programs was $ 44 million and $ 34 million at December 31, 2025 and December 31, 2024, respectively, recorded in "Accrued and other current liabilities" in the Consolidated Balance Sheets. Inventory write-offs associated with restructuring programs are recorded to "Cost of sales” in the Consolidated Statements of Operations. Restructuring activity consists of the following programs:
Transformational Separation-Related Restructuring Program
In March 2025, the Company approved targeted restructuring actions to streamline, right-size and optimize specific organizational structures in preparation for the Electronics Separation and the post-separation DuPont company. The restructuring program is expected to result in total pre-tax restructuring charges from continuing operations of approximately $ 90 million, incurred beginning in the first quarter of 2025 and expected to be completed in 2026. The Company recorded pre-tax restructuring charges of $ 69 million inception-to-date, consisting of severance and related benefit costs of $ 52 million, asset related charges of $ 12 million and $ 5 million of accelerated stock compensation expense.
The following table summarizes the charges incurred by segment related to the Transformational Separation-Related Restructuring Program:
Transformational Separation-Related Restructuring Program Charges by Segment 2025
(In millions) For the year ended December 31,
Healthcare & Water Technologies $ 15
Diversified Industrials 13
Corporate 41
Total $ 69
The following table summarizes the activities related to the Transformational Separation-Related Restructuring Program:
Transformational Separation-Related Restructuring Program Severance and Related Benefit Cost Asset Related Charges Total
In millions
Reserve balance at December 31, 2024 $ — $ — $ —
Restructuring charges 52 12 64
Adjustments against the reserve — ( 12 ) ( 12 )
Cash payments ( 18 ) — ( 18 )
Reserve balance at December 31, 2025
$ 34 $ — $ 34
Total liabilities related to the Transformational Separation-Related Restructuring Program were $ 34 million at December 31, 2025 recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets. The remaining $ 5 million at December 31, 2025 is recognized in "Additional paid-in capital" in the Consolidated Balance Sheets. The Company expects the program to be completed in 2026.
2023-2024 Restructuring Program
In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum Acquisition and Delrin ® Divestiture (the "2023-2024 Restructuring Program"). DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $ 147 million, inception-to-date, comprised of $ 89 million of severance and related benefit costs and asset related charges of $ 58 million. In connection with the 2023-2024 Restructuring Program, the Company recorded $ 25 million of net inventory write-offs in “Cost of sales” within the Consolidated Statements of Operations for the year ended December 31, 2024. The inventory write-offs are related to plant line closures within the Healthcare & Water Technologies segment. The raw material was written down to salvage value as it was only utilizable on the closed lines which were based on outdated technology and has a limited third party resale market. Refer to Note 23 for significant items by segment.
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The following table summarizes the charges incurred by segment related to the 2023-2024 Restructuring Program:
2023-2024 Restructuring Program Charges by Segment 2025 2024 2023
(In millions) For the years ended December 31,
Healthcare & Water Technologies 1
$ ( 2 ) $ 11 $ 38
Diversified Industrials 3 48 19
Corporate ( 2 ) — 32
Total $ ( 1 ) $ 59 $ 89
1. Amount excludes inventory write-offs recorded during 2024. Refer to Note 23 for additional information.
The following table summarizes the activities related to the 2023-2024 Restructuring Program:
2023-2024 Restructuring Program Severance and Related Benefit Cost Asset Related Charges Total
In millions
Reserve balance at December 31, 2023 $ 58 $ — $ 58
Restructuring charges 24 35 59
Reductions against the reserve ( 3 ) ( 35 ) ( 38 )
Cash payments ( 46 ) — ( 46 )
Reserve balance at December 31, 2024 $ 33 $ — $ 33
Restructuring charges ( 2 ) 1 ( 1 )
Adjustments against the reserve 1 ( 1 ) —
Cash payments ( 22 ) — ( 22 )
Reserve balance at December 31, 2025 $ 10 $ — $ 10
At December 31, 2025 and 2024, total liabilities related to the 2023-2024 Restructuring Program were $ 10 million and $ 33 million, respectively, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets. The program was substantially complete by the end of 2024.
2022 Restructuring Program
In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational structures following the M&M Divestitures (the "2022 Restructuring Program"). The Company recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $ 69 million inception-to-date, comprised of $ 55 million of severance and related benefit costs and asset related charges of $ 14 million. The Company recorded a pre-tax restructuring benefit of $ 2 million for the year ended December 31, 2024 and charges of $ 10 million for the year ended December 31, 2023.
Other Asset Related Charges
During the fourth quarter of 2025, due to the changes in facts and circumstances relevant to potential impairment triggers, the Company performed an impairment analysis on certain fixed assets and equity method investments. After the Electronics, Separation, the Company evaluated a previously capitalized consolidation system due to uncertainties around implementation timing, as well as potential developments and changes to technologies in the marketplace and concluded the use of the consolidation system could no longer be considered probable. As a result, due to the specificity of the design related to the system, the Company determined that the uncompleted system had a fair value of zero and recorded a pre-tax charge of $ 73 million during the year ended December 31, 2025. As a result of the aforementioned analysis, the Company recorded an additional pre-tax, non-cash impairment charges of $ 10 million to write-down the value of a certain equity method investment within the Healthcare & Water Technologies and Diversified Industrials segments during the year ended December 31, 2025.
Other
On February 13, 2026, the Company committed to a plan aimed at reducing costs, streamlining operations, and aligning its organizational and cost structure with its strategic priorities. The Company currently anticipates incurring pre-tax restructuring and other costs of approximately $ 100 million to $ 150 million, starting in the first quarter of 2026 and continuing through 2028.
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NOTE 7 - SUPPLEMENTARY INFORMATION
Sundry Income (Expense) - Net
(In millions) For the years ended December 31, 2025 2024 2023
Non-operating pension and other post-employment benefit ("OPEB") credits (costs) $ 5 $ 9 $ ( 13 )
Interest income 1, 2
98 74 155
Net gain on divestiture and sales of other assets and investments 3
3 4 11
Foreign exchange losses, net ( 34 ) ( 3 ) ( 77 )
Loss on debt extinguishment 4
( 114 ) ( 74 ) —
Interest rate swap mark-to-market gain (loss) 5
31 ( 138 ) —
Miscellaneous income (expenses) - net 6
25 17 4
Sundry income (expense) - net $ 14 $ ( 111 ) $ 80
1. The years ended December 31, 2025 and 2024 include non-cash interest income of $ 27 million and $ 26 million, respectively, related to the $ 350 million Delrin® related party note receivable. Refer to Note 4 for additional information.
2. The year ended December 31, 2023 includes interest on cash and marketable securities. Fluctuations in interest income are due to changes in cash balances and/or changes in interest rates.
3. The year ended December 31, 2023 primarily reflects income related to a land sale within the Diversified Industrials segment and gain adjustments from previously divested businesses.
4. The year ended December 31, 2025 includes $ 15 million of treasury transaction-related fees in addition to $ 99 million loss on debt extinguishment related to the Debt Exchange, Special Mandatory Redemption, Consent Solicitation and Tender Offer. The year ended December 31, 2024 reflects the loss on the partial redemption of an aggregate principal amount of the 2038 Notes. Refer to Note 15 for further details.
5. The year ended December 31, 2025, reflects the non-cash mark-to-market net gain related to the 2022 Swaps and 2024 Swaps offset by the interest settlement loss on the 2022 Swaps, while the year ended December 31, 2024, reflects non-cash mark-to-market loss related to the 2022 Swaps and 2024 Swaps and the interest settlement loss on the 2022 Swaps. Refer to Note 21 for further details.
6. The year ended December 31, 2025 includes a benefit related to adjustments of the Donatelle contingent earn-out liability. Refer to Note 3 for further details.
Cash, Cash Equivalents and Restricted Cash
"Cash, cash equivalents and restricted cash, end of period" in the Consolidated Statements of Cash Flows includes the following:
At December 31, 2025 and 2024, the Company had "Cash and cash equivalents" in the Consolidated Balance Sheets of $ 715 million and $ 1,792 million, respectively.
At December 31, 2025 and 2024, the Company had restricted cash of $ 42 million and $ 6 million, respectively, within “Restricted cash and cash equivalents” in the Consolidated Balance Sheets, of which $ 37 million of the balance at December 31, 2025 is attributable to the MOU cost sharing arrangement. Additional information can be found in Note 16.
At December 31, 2025 and 2024, the Company had zero and $ 36 million, respectively, within "Restricted cash and cash equivalents - noncurrent" in the Consolidated Balance Sheets. The balance during 2024 is attributable to the MOU cost sharing arrangement.
Within discontinued operations related to the Aramids Divestiture and the Electronics Separation the Company has $ 3 million and $ 58 million within "Cash and cash equivalents" at December 31, 2025 and 2024, respectively. Additional information can be found in Note 4.
Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the Consolidated Balance Sheets were $ 882 million at December 31, 2025 and $ 784 million at December 31, 2024. Accrued payroll, which is a component of "Accrued and other current liabilities" was $ 238 million at December 31, 2025 and $ 228 million at December 31, 2024. At December 31, 2025 and December 31, 2024 the balance includes approximately $ 323 million and $ 167 million related to accrued indemnified current liabilities associated with the Electronics Separation, MOU and environmental obligations further discussed in Note 4 and Note 16. No other component of "Accrued and other current liabilities" was more than five percent of total current liabilities at December 31, 2025 and 2024.
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NOTE 8 - INCOME TAXES
Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income Taxes 2025 2024 2023
(In millions) For the years ended December 31,
Income (loss) from continuing operations before income taxes
Domestic $ ( 217 ) $ ( 398 ) $ ( 579 )
Foreign 417 515 300
Income (loss) from continuing operations before income taxes $ 200 $ 117 $ ( 279 )
Current tax expense
Federal $ ( 23 ) $ 133 $ 6
State and local 8 5 5
Foreign 104 167 80
Total current tax expense $ 89 $ 305 $ 91
Deferred tax expense (benefit)
Federal $ 46 $ ( 103 ) $ 20
State and local 5 ( 25 ) ( 22 )
Foreign ( 38 ) 36 ( 306 )
Total deferred tax expense (benefit) $ 13 $ ( 92 ) $ ( 308 )
Provision for (benefit from) income taxes on continuing operations 102 213 ( 217 )
Net income (loss) from continuing operations $ 98 $ ( 96 ) $ ( 62 )
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Reconciliation to U.S. Statutory Rate 2025
(In millions) For the year ended December 31, Amount Percent
U.S Federal Statutory Tax Rate $ 42 21.0 %
State and Local Income Taxes, Net of Federal Income Tax Effect 1
10 5.3
Foreign Tax Effects
China
Foreign Withholding Taxes 17 8.4
Other Adjustments ( 3 ) ( 1.5 )
Germany
Enacted Changes in Tax Law or Rates 6 3.2
Other Adjustments 9 4.7
Japan
Statutory Rate Difference 7 3.5
Provision to Return ( 5 ) ( 2.5 )
Other Adjustments 1 0.6
Luxembourg
Changes in Valuation Allowance ( 59 ) ( 29.9 )
Other Adjustments 2 1.1
Netherlands
Changes in Valuation Allowance 7 3.5
Nontaxable Items ( 6 ) ( 3.0 )
Provision to Return ( 8 ) ( 3.9 )
Other Adjustments 4 2.0
Switzerland
Statutory Rate Difference ( 11 ) ( 5.6 )
Local Tax Effects 6 3.1
Other Adjustments ( 2 ) ( 0.8 )
Other Foreign Jurisdictions 20 10.1
Effect of Cross-Border Tax Laws 2
Subpart F 19 9.4
Branch Income 8 4.0
Tax Credits ( 4 ) ( 2.0 )
Changes in Valuation Allowance ( 52 ) ( 26.6 )
Nontaxable or Nondeductible Items
Disallowed Deductions 7 3.4
Other Permanent Items 18 9.0
Changes in Unrecognized Tax Benefits 16 8.0
Other Adjustments
Deferred Tax Liability on Future Branch Income 73 36.9
Exchange Gains/(Losses) 3
26 13.0
Reversal of Deferred Tax Liabilities as a Result of Entity Classification Changes ( 29 ) ( 14.7 )
Goodwill Step-up ( 10 ) ( 4.8 )
Other Adjustments 4
( 7 ) ( 3.9 )
Effective Tax Rate $ 102 51.0 %
1. State taxes in Michigan and Minnesota make up the majority (greater than 50 percent) of the tax effect in this category.
2. Effect of Cross-Border Tax Laws are presented net of any related foreign tax credits.
3. Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized.
4. Includes impacts of foreign exchange/translation adjustments.
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Reconciliation to U.S. Statutory Rate 2024 2023
(In millions) For the years ended December 31,
Statutory U.S. federal income tax rate 21.0 % 21.0 %
Equity earnings effect 0.9 0.1
Foreign income taxed at rates other than the statutory U.S. federal income tax rate 30.0 ( 11.6 )
U.S. tax effect of foreign earnings and dividends 34.8 ( 7.8 )
Unrecognized tax benefits ( 4.6 ) ( 2.0 )
Acquisitions, divestitures and ownership restructuring activities 1
89.6 116.5
Exchange gains/losses 2
15.3 1.9
State and local income taxes ( 10.8 ) 5.0
Change in valuation allowance 5.3 —
Goodwill impairments — ( 50.3 )
Stock-based compensation 2.1 1.7
Foreign-derived intangible income (FDII) ( 7.2 ) 4.1
Other - net 5.7 ( 0.9 )
Effective tax rate 182.1 % 77.7 %
1. Includes a tax expense of $ 103 million and a tax benefit of $ 324 million in connection with internal restructurings involving foreign subsidiaries for the years ended December 31, 2024 and 2023, respectively.
2. Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized.
Deferred Tax Balances at December 31, 2025 2024
In millions
Deferred tax assets:
Tax losses and credit carryforwards 1
$ 829 $ 744
Lease liability 51 60
Pension and postretirement benefit obligations 16 71
Other accruals and reserves 140 119
Research and development 219 186
Inventory 5 5
Other – net 124 227
Gross deferred tax assets $ 1,384 $ 1,412
Valuation allowances 1
( 664 ) ( 748 )
Total deferred tax assets $ 720 $ 664
Deferred tax liabilities:
Investments ( 78 ) ( 60 )
Unrealized exchange losses, net ( 32 ) ( 36 )
Operating lease asset ( 51 ) ( 60 )
Property ( 255 ) ( 250 )
Intangibles ( 427 ) ( 545 )
Total deferred tax liabilities $ ( 843 ) $ ( 951 )
Total net deferred tax liability $ ( 123 ) $ ( 287 )
1. Primarily related to recorded tax benefits and the non-realizability of tax losses and credit carryforwards from operations in the United States, Europe and Asia Pacific.
Included in the 2025 deferred tax asset and liability amounts above is $ 113 million of a net deferred tax liability related to the Company’s investment in DSP Holdco, LLC, which is a partnership for U.S. federal income tax purposes. The Company and its subsidiaries owned in aggregate 100 percent of DSP Holdco, LLC and the assets and liabilities of DSP Holdco, LLC were included in the Consolidated Financial Statements of the Company. DSP Holdco, LLC is a newly formed entity in 2025.
Included in the 2024 deferred tax asset and liability amounts above is $ 179 million of a net deferred tax liability related to the Company’s investment in DuPont Specialty Products USA, LLC, which is a partnership for U.S. federal income tax purposes. The Company and its subsidiaries owned in aggregate 100 percent of DuPont Specialty Products USA, LLC and the assets and liabilities of DuPont Specialty Products USA, LLC were included in the Consolidated Financial Statements of the Company. At December 31, 2025, DuPont Specialty Products USA, LLC is no longer a partnership for U.S. federal income tax purposes.
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Operating Loss and Tax Credit Carryforwards Deferred Tax Asset
(In millions) As of December 31, 2025 2024
Operating loss carryforwards
Expire within 5 years $ 11 $ 5
Expire after 5 years or indefinite expiration 658 591
Total operating loss carryforwards $ 669 $ 596
Tax credit carryforwards
Expire within 5 years $ 58 $ 40
Expire after 5 years or indefinite expiration 102 108
Total tax credit carryforwards $ 160 $ 148
Total Operating Loss and Tax Credit Carryforwards $ 829 $ 744
Total Gross Unrecognized Tax Benefits 2025 2024 2023
In millions
Total unrecognized tax benefits at January 1, $ 428 $ 473 $ 470
Decreases related to positions taken on items from prior years — ( 32 ) ( 4 )
Increases related to positions taken on items from prior years 6 17 3
Increases related to positions taken in the current year 22 5 18
Settlement of uncertain tax positions with tax authorities ( 5 ) ( 21 ) ( 10 )
Decreases due to expiration of statutes of limitations ( 9 ) ( 5 ) ( 9 )
Exchange loss (gain) 16 ( 9 ) 5
Electronics Separation ( 34 ) — —
Total unrecognized tax benefits at December 31, 1
$ 424 $ 428 $ 473
Total unrecognized tax benefits that, if recognized, would impact the effective tax rate of continuing operations $ 260 $ 259 $ 304
Total amount of interest and penalties (benefit) recognized in "Provision for (benefit from) income taxes on continuing operations" $ 5 $ 3 $ 8
Total accrual for interest and penalties associated with unrecognized tax benefits $ 55 $ 43 $ 28
1. Total unrecognized tax benefits includes $ 160 million, $ 165 million and $ 165 million of benefits related to discontinued operations at December 31, 2025, 2024 and 2023.
Each year the Company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities. The impact, if any, of these audits to the Company’s unrecognized tax benefits is not estimable. Positions challenged by the tax authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's results of operations.
Tax years that remain subject to examination for the Company’s major tax jurisdictions are shown below:
Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2025
Earliest Open Year
Jurisdiction
Brazil 2019
Canada 2018
China 2014
Denmark 2022
Germany 2019
Japan 2018
The Netherlands 2019
Switzerland 2020
United States:
Federal income tax 1
2012
State and local income tax 2012
1. The U.S. Federal income tax jurisdiction is open back to 2012 with respect to EIDP pursuant to the DWDP Tax Matters Agreement.
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The undistributed foreign earnings of foreign subsidiaries and related companies that deemed to be permanently reinvested at December 31, 2025 may still be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. It is not practicable to calculate the unrecognized deferred tax liability on undistributed foreign earnings due to the complexity of the hypothetical calculation.
Income taxes paid Year Ended December 31, 2025
U.S. Federal $ 7
U.S. State 5
Non-U.S. 115
Total income taxes paid, net $ 127
Income taxes paid, net, for the periods ended December 31, 2024 and 2023 were $ 184 million and $ 168 million, respectively. Income taxes paid exceeds 5% of total income taxes paid, net of refunds, in the following jurisdictions. No individual U.S. state represents 5% of the total income taxes paid.
Income taxes paid Year Ended December 31, 2025
Japan $ 25
France $ 16
China $ 10
Switzerland $ 9
Electronics Separation
Certain internal distributions and reorganizations, and the distribution of Qnity on November 1, 2025 qualified as tax-free transactions under the applicable sections of the U.S. Internal Revenue Code. If the completed distribution of Qnity, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant income tax liabilities. To the extent that the Company is responsible for any income tax liabilities related to these matters, there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.
In connection with the Qnity Distribution, Qnity and DuPont indemnify one another against certain income taxes. At December 31, 2025, DuPont had recorded related tax indemnification assets of $ 66 million within "Accounts and notes receivable - net" and $ 137 million within "Deferred charges and other assets" and accrued related indemnification liabilities of $ 198 million within "Accrued and other current liabilities" and $ 93 million within "Other noncurrent obligations" on the Consolidated Balance Sheets. See Note 4 for additional information on the Electronics Separation.
Aramids Divestiture
The Company recorded a net income tax benefit of $ 74 million for the year ended December 31, 2025, in connection with a change in valuation allowance. $ 13 million of the aforementioned tax benefit is included in “Income (loss) from discontinued operations, net of tax” in the Consolidated Statements of Operations. The remaining $ 61 million of the tax benefit is included in “Provision for (benefit from) income taxes on continuing operations” in the Consolidated Statements of Operations. See Note 4 for additional information on the Aramids Divestitures.
2023 Internal Restructurings
The Company recorded a deferred tax benefit of $ 324 million for the year ended December 31, 2023, in connection with certain internal restructurings. These restructurings in certain instances relied upon legal entity and asset valuations. The aforementioned tax benefit is included in “Provision for (benefit from) income taxes on continuing operations” in the Consolidated Statements of Operations.
M&M Divestitures
The Company recorded a net tax expense of $ 21 million for the year ended December 31, 2023, in connection with certain internal restructurings. These restructurings involve both legal entities within the M&M Businesses and legal entities retained by DuPont and in certain instances relied upon legal entity valuations. The aforementioned net tax expense is included in “Income (loss) from discontinued operations, net of tax” in the Consolidated Statements of Operations. See Note 4 for additional information on the M&M Divestitures.
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Laird Performance Materials ("Laird PM") Acquisition
In 2021 the Company acquired Laird PM. In connection with the integration of Laird PM, the Company completed certain internal restructurings that were determined to be tax free under the applicable sections of the Internal Revenue Code. If the aforementioned transactions were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax liability. Laird PM was part of the Electronics Business.
N&B Transaction
Certain internal distributions and reorganizations that occurred during 2021 and 2020 in preparation for the N&B Transaction and the external distribution in 2021 qualified as tax-free transactions under the applicable sections of the Internal Revenue Code. If the aforementioned transactions were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax liability. Under the N&B Tax Matters Agreement, the Company would generally be allocated such liability and not be indemnified, unless certain non qualifying actions are undertaken by N&B or IFF. To the extent that the Company is responsible for any such liability, there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.
DWDP
For periods between the DWDP Merger and the DWDP Distributions, DuPont's consolidated federal income tax group and consolidated tax return included the Dow and Corteva entities. Generally, the consolidated tax liability of the DuPont U.S. tax group for each year was apportioned among the members of the consolidated group in accordance with the terms of the Amended and Restated DWDP Tax Matters Agreement. DuPont, Corteva and Dow intend that to the extent Federal and/or State corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with the Amended and Restated DWDP Tax Matters Agreement.
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NOTE 9 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the years ended December 31, 2025, 2024 and 2023:
Net Income for Earnings Per Share Calculations - Basic & Diluted
In millions
2025 2024 2023
Income (loss) from continuing operations, net of tax $ 98 $ ( 96 ) $ ( 62 )
Net income from continuing operations attributable to noncontrolling interests 10 2 6
Income (loss) from continuing operations attributable to common stockholders $ 88 $ ( 98 ) $ ( 68 )
(Loss) income from discontinued operations, net of tax ( 836 ) 834 524
Net loss from discontinued operations attributable to noncontrolling interests 31 33 33
(Loss) income from discontinued operations attributable to common stockholders ( 867 ) 801 491
Net (loss) income available to DuPont common stockholders $ ( 779 ) $ 703 $ 423
Earnings Per Share Calculations - Basic
Dollars per share
2025 2024 2023
Earnings (loss) from continuing operations attributable to common stockholders $ 0.21 $ ( 0.23 ) $ ( 0.15 )
(Loss) earnings from discontinued operations, net of tax ( 2.08 ) 1.91 1.09
(Loss) earnings available to common stockholders 1
$ ( 1.87 ) $ 1.68 $ 0.94
Earnings Per Share Calculations - Diluted
Dollars per share
2025 2024 2023
Earnings (loss) from continuing operations attributable to common stockholders $ 0.21 $ ( 0.23 ) $ ( 0.15 )
(Loss) earnings from discontinued operations, net of tax ( 2.07 ) 1.91 1.09
(Loss) earnings available to common stockholders 1
$ ( 1.86 ) $ 1.68 $ 0.94
Share Count Information
Shares in Millions
2025 2024 2023
Weighted-average common shares - basic 417.5 419.2 449.9
Plus dilutive effect of equity compensation plans 1.7 — —
Weighted-average common shares - diluted 419.2 419.2 449.9
Stock options, restricted stock units, and performance-based restricted stock units excluded from EPS calculations 2
1.9 6.0 6.0
1. Earnings per share amounts are computed independently for income from continuing operations, income from discontinued operations and net income attributable to common stockholders. As a result, the per share amounts from continuing operations and discontinued operations may not equal the total per share amounts for net income attributable to common stockholders.
2. These outstanding options to purchase shares of common stock, restricted stock units and performance based restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
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NOTE 10 - ACCOUNTS AND NOTES RECEIVABLE - NET
In millions December 31, 2025 December 31, 2024
Accounts receivable – trade 1
$ 910 $ 789
Indirect tax refunds receivable 2
115 137
Indemnified assets receivable – current 3
216 20
Income tax receivable 178 64
Other 4
250 332
Total accounts and notes receivable – net $ 1,669 $ 1,342
1. Accounts receivable – trade is net of allowances of $ 18 million at December 31, 2025 and $ 22 million at December 31, 2024. Allowances are equal to the estimated uncollectible amounts and current expected credit loss. That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.
2. Indirect tax refunds receivable includes receivables in relation to value added tax, general sales tax and other taxes.
3. The period over period increase to the indemnified assets receivable balance is a result of the Electronics Separation effective November 1, 2025. The indemnified assets include tax and legal related matters.
4. Other includes different groups of receivables and no individual group represents more than ten percent of total receivables.
Accounts receivable are carried at amounts that approximate fair value.
NOTE 11 - INVENTORIES
In millions December 31, 2025 December 31, 2024
Finished goods 1
$ 704 $ 703
Work in process 219 199
Raw materials 166 154
Supplies 83 74
Total inventories $ 1,172 $ 1,130
1. Finished goods are presented net of obsolete inventory.
NOTE 12 - PROPERTY, PLANT AND EQUIPMENT
Estimated Useful Lives (Years) December 31, 2025 December 31, 2024
In millions
Land and land improvements 1 - 25 $ 407 $ 384
Buildings 1 - 50 1,593 1,516
Machinery, equipment, and other 1 - 25 4,761 4,676
Construction in progress 268 355
Total property, plant and equipment $ 7,029 $ 6,931
Total accumulated depreciation $ 3,565 $ 3,477
Total property, plant and equipment – net $ 3,464 $ 3,454
In millions 2025 2024 2023
Depreciation expense $ 356 $ 341 $ 313
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NOTE 13 - NONCONSOLIDATED AFFILIATES
The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates") are recorded in "Investments and other noncurrent receivables" in the Consolidated Balance Sheets. The Company's net investment in nonconsolidated affiliates at December 31, 2025 and December 31, 2024 is $ 111 million and $ 126 million, respectively. In the fourth quarter of 2023, the Company acquired an equity interest in Derby Group Holdings LLC ("Derby"). See Note 4 and below for further information. The Company's dividends received from nonconsolidated affiliates is $ 1 million for the years ended December 31, 2025, 2024, and 2023.
The Company had an ownership interest in two nonconsolidated affiliates, with ownership interest (direct and indirect) ranging from 19.9 percent to 50 percent at December 31, 2025.
Sales to nonconsolidated affiliates represented less than 1 percent of total net sales for the years ended December 31, 2025 and 2024 and less than 2 percent for the year ended December 31, 2023. There were no purchases from nonconsolidated affiliates for the years ended December 31, 2025, 2024 and 2023.
Derby Equity Interest and Note Receivable
As a result of the Delrin ® Divestiture, on November 1, 2023, the Company received a 19.9 percent noncontrolling equity interest in Derby. As part of this transaction, DuPont received a note receivable of $ 350 million (the "Derby Note Receivable"). The financial results of Derby, subsequent to the transaction date, are included in DuPont's Consolidated Financial Statements with a three-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with DuPont’s accounting policy. DuPont's equity interest in Derby Holdings Group is reflected in Corporate. For the year ended December 31, 2025 and 2024, the Company recorded a loss of $ 8 million and $ 7 million in "Equity in earnings of nonconsolidated affiliates" on the Consolidated Statement of Operations. The carrying values of the equity interest as of December 31, 2025 and 2024, were $ 111 million and $ 117 million, respectively.
The Company recognized non-cash interest income on the Derby Note Receivable of $ 27 million and $ 26 million for the years ended December 31, 2025 and 2024, respectively. This income was reported in "Sundry income (expense) – net" on the Consolidated Statements of Operations, and accreted to the carrying value of the note receivable. The carrying values of the note receivable as of December 31, 2025 and 2024, were $ 265 million and $ 254 million, respectively.
NOTE 14 - GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024:
Healthcare & Water Technologies Diversified Industrials Total
In millions
Balance at December 31, 2023 $ 4,177 $ 3,480 $ 7,657
Goodwill recognized for Donatelle Acquisition 1
114 — 114
Goodwill recognized for Spectrum Acquisition 2
( 3 ) ( 1 ) ( 4 )
Currency Translation Adjustment ( 105 ) ( 102 ) ( 207 )
Other 1 — 1
Balance at December 31, 2024 $ 4,184 $ 3,377 $ 7,561
Goodwill recognized for Sinochem Acquisition 3
7 — 7
Currency Translation Adjustment 208 139 347
Balance at December 31, 2025 $ 4,399 $ 3,516 $ 7,915
1. On July 28, 2024, DuPont completed the acquisition of Donatelle, which is primarily included in the Healthcare & Water Technologies segment. See Note 3 for additional information.
2. In the third quarter 2024, the Company finalized the working capital settlements which impacted the residual goodwill recorded. See Note 3 for additional information.
3. In the fourth quarter of 2025, DuPont completed the Sinochem Acquisition, which is included in the Healthcare & Water Technologies segment. See Note 3 for additional information.
The Company tests goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value is below carrying value. As a result of the related acquisition method of accounting in connection with the DWDP Merger, EIDP’s assets and liabilities were measured at fair value resulting in increases to the Company’s carrying value of goodwill and other intangible assets that are heritage to EIDP assets, including the Aramids reporting unit. The fair value valuation increased the risk that any declines in financial projections, including changes to key assumptions, could have a material, negative impact on the fair value of the Company’s reporting units and assets, and therefore
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could result in an impairment. The Company’s significant assumptions in these analyses include projected revenue growth, EBITDA margins, weighted average costs of capital and terminal growth rates for the income approach and projected EBITDA and derived multiples from comparable market transactions for the market approach.
The Company's estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. Should future cash flows differ materially from the Company's estimate, or should there be a future market downturn, the Company may be required to perform additional impairment analyses that could result in a non-cash goodwill impairment charge.
In connection with the Q1 2025 Segment Realignment, the Company realigned its operating and reportable segments which changed the composition of certain reporting units. During the first quarter 2025, the associated reporting units' goodwill and indefinite-lived intangible assets were assessed for impairment before and after the Q1 2025 Segment Realignment, as described below.
Prior to the Q1 2025 Segment Realignment, the Company performed qualitative testing on five of its reporting units and performed quantitative testing on three of its reporting units. The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not (more than 50 percent) that the fair value of a reporting unit or asset is less than the respective carrying amount, including goodwill. The results of the qualitative assessments indicated that it was not more likely than not that the fair values of the five reporting units were less than their carrying values. The Protection reporting unit (aggregation of the Safety and Shelter businesses), formerly within the Water & Protection segment, and the Industrial Solutions reporting unit and the Donatelle reporting unit, formerly within the Electronics & Industrial segment, were tested by applying the quantitative assessment. The Company used a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of the market approach). No impairments were identified.
After the Q1 2025 Segment Realignment, the Company assessed and re-defined certain reporting units, including reallocation of goodwill on a relative fair value basis, as applicable, to reporting units impacted. The Company performed quantitative testing on all six reporting units. For the quantitative assessments, the Company used a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of the market approach). No impairments were identified except for the Aramids reporting unit (aggregation of the Nomex ® and Kevlar ® ), formerly within the Protection reporting unit in the Water & Protection segment and now presented as discontinued operations.
As a result of the analysis performed after the Q1 2025 Segment Realignment, the Company concluded that the carrying amount of the Aramids reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge of $ 768 million. Due to the Aramids Divestiture this charge is now reflected within discontinued operations. As a result of the first quarter 2025 impairment charges, there is no remaining goodwill within the Aramids reporting unit.
As part of its annual impairment test at October 1, 2025, the Company performed qualitative testing on three of its reporting units and performed quantitative testing on two of its reporting units. The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not (more than 50 percent) that the fair value of a reporting unit or asset is less than the respective carrying amount, including goodwill. The results of the qualitative assessments indicated that it is not more likely than not that the fair values of the three reporting units were less than their carrying values. The other two reporting units were tested by applying the quantitative assessment. The Company used a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of the market approach). No impairments were identified as the estimated fair value of each reporting unit exceeded its carrying value. Should adverse impacts from macroeconomic conditions, or other events occur indicating that the estimated future cash flows of the reporting unit have declined and the reporting unit is unable to meet or exceed its projections, the Company may be required to record future non-cash impairment charges related to goodwill.
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Effective as of January 1, 2024, Electronics & Industrial realigned certain of its product lines making up its lines of business (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies). During the first quarter of 2024, the realignment of the businesses within Electronics & Industrial served as a triggering event requiring the Company to perform an impairment analysis related to goodwill carried by certain reporting units as of January 1, 2024, prior to the realignment. As part of the realignment, the Company assessed and re-defined certain reporting units effective January 1, 2024, including reallocation of goodwill on a relative fair value basis, as applicable, to reporting units impacted. Goodwill impairment analyses were then performed for reporting units impacted in the Electronics and Industrial segment and no impairments were identified. The fair value of each reporting unit tested was estimated using a combination of a discounted cash flow model and market approach. The Company’s assumptions in estimating fair value include projected revenue growth, gross margins, selling, administrative, research and development expenses ("SARD"), capital expenditures, weighted average cost of capital, terminal growth rates, and the tax rate for the income approach and projected EBITDA and derived multiples from comparable market transactions for the market approach.
In connection with the preparation of the full year 2023 financial statements, the continuation of previously disclosed challenging macroeconomic environment in the residential, non-residential, and the repair and remodel construction markets, as well as incremental channel inventory destocking in healthcare and industrial end-markets served as a triggering event requiring the Company to perform an impairment analysis of the goodwill associated with its Protection reporting unit as of December 31, 2023. As a result of the analysis performed, the Company concluded that the carrying amount of the Protection reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge from continuing operations of $ 668 million, which is recorded within “Goodwill impairment charge” on the Consolidated Statements of Operations for the year ended December 31, 2023.
Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
December 31, 2025 December 31, 2024
In millions Gross
Carrying
Amount Accum Amort Net Gross Carrying Amount Accum Amort Net
Intangible assets with finite lives:
Developed technology $ 1,004 $ ( 574 ) $ 430 $ 1,158 $ ( 647 ) $ 511
Trademarks/tradenames
546 ( 305 ) 241 546 ( 271 ) 275
Customer-related 3,155 ( 1,315 ) 1,840 3,059 ( 1,090 ) 1,969
Other 31 ( 9 ) 22 27 ( 7 ) 20
Total other intangible assets with finite lives $ 4,736 $ ( 2,203 ) $ 2,533 $ 4,790 $ ( 2,015 ) $ 2,775
Intangible assets with indefinite lives:
Trademarks/tradenames
403 — 403 403 — 403
Total other intangible assets with indefinite lives $ 403 $ — $ 403 $ 403 $ — $ 403
Total $ 5,139 $ ( 2,203 ) $ 2,936 $ 5,193 $ ( 2,015 ) $ 3,178
During the fiscal year 2025, the Company retired fully amortized assets of $ 155 million of developed technology intangible assets.
During the fiscal year 2024, the Company retired fully amortized assets of $ 35 million of developed technology intangible assets.
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The following table provides the net carrying value of other intangible assets:
Net Intangibles by Segment December 31, 2025 December 31, 2024
In millions
Healthcare & Water Technologies $ 1,824 $ 1,962
Diversified Industrials 1,112 1,216
Total $ 2,936 $ 3,178
Total estimated amortization expense for the next five fiscal years is as follows:
Estimated Amortization Expense
In millions
2026 $ 272
2027 $ 258
2028 $ 235
2029 $ 217
2030 $ 209
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NOTE 15 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES AND OTHER OBLIGATIONS
The following tables summarize the Company's short-term borrowings, long-term debt and finance lease obligations:
Short-Term Borrowings December 31, 2025 December 31, 2024
In millions
Commercial paper 1
$ 60 $ —
Long-term debt due within one year 2
$ — $ 1,848
1. The weighted-average interest rate on commercial paper was 3.95 % at December 31, 2025.
2. Presented net of current portion of unamortized debt issuance costs.
Long-Term Debt December 31, 2025 December 31, 2024
In millions Amount Weighted Average Rate Amount Weighted Average Rate
Promissory notes and debentures 1 :
Final maturity 2025 $ — — $ 1,850 4.49 %
Final maturity 2028 1,350 4.73 % 2,250 4.73 %
Final maturity 2031 and thereafter 2
1,851 5.49 % 3,102 5.47 %
Other facilities:
Finance lease obligations 9 9
Less: Unamortized debt discount and issuance costs 3
76 40
Less: Long-term debt due within one year
— 1,848
Total $ 3,134 $ 5,323
1. Represents senior unsecured obligations of the Company (the remaining Existing Notes and the 2028 New Notes, defined below).
2. Includes an unamortized basis adjustment of $ 35 million and $ 48 million related to the dedesignation of the Company's interest rate swap agreements at December 31, 2025 and 2024, respectively, and a fair value hedging adjustment of $ 4 million, related to the Company's interest rate swap agreements at December 31, 2025. See Note 21 for additional information.
3. At December 31, 2025, the $ 76 million of unamortized debt discount and issuance costs is comprised of original unamortized issue fees of $ 21 million and additional capitalized unamortized fees of $ 55 million related to the Debt Exchange, Consent Solicitation and Tender Offer.
Principal payments of long-term debt for the five succeeding fiscal years are as follows:
Maturities of Long-Term Debt for Next Five Years at December 31, 2025
Total
In millions
2026 $ —
2027 $ —
2028 $ 1,350
2029 $ —
2030 $ —
The estimated fair value of the Company's long-term borrowings was determined using Level 2 inputs within the fair value hierarchy, as described in Note 22. Based on quoted market prices for the same or similar issues, or on current rates offered to the Company for debt of the same remaining maturities, the fair value of the Company's long-term borrowings, not including long-term debt due within one year, was $ 3,181 million and $ 5,368 million at December 31, 2025 and 2024, respectively.
Available Committed Credit Facilities
The following table summarizes the Company's credit facilities:
Committed and Available Credit Facilities at December 31, 2025
In millions Effective Date Committed Credit Credit Available Maturity Date Interest
Five-Year Revolving Credit Facility
April 2022 $ 2,000 $ 1,984 April 2028 Floating Rate
2025 $ 1 B Revolving Credit Facility
May 2025 1,000 1,000 May 2026 Floating Rate
Total Committed and Available Credit Facilities $ 3,000 $ 2,984
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Debt Exchange
In September 2025, in connection with the contemplated Electronics Separation, DuPont announced the commencement of offers to exchange any and all of its outstanding (i) 4.725 % Notes due 2028, (ii) 5.319 % Notes due 2038 and (iii) 5.419 % Notes due 2048 (respectively, the “2028 Notes”, the “2038 Notes” and the “2048 Notes” and collectively, the “Existing Notes” all issued in 2018) for new notes to be issued by DuPont (respectively, the “2028 New Notes”, the “2038 New Notes” and the “2048 New Notes” and collectively the “New Notes” and the exchanges of notes, collectively, the “Exchange Offers”). DuPont solicited consents from eligible holders of each series of Existing Notes (collectively, the “Consent Solicitations”) to adopt certain proposed amendments to the indenture governing the Existing Notes to eliminate substantially all of the restrictive covenants and amend certain other provisions in such indenture with respect to each series of Existing Notes. The Exchange Offers expired on September 30, 2025 with all validly tendered 2028 Notes accepted for exchange, totaling approximately $ 1.58 billion, representing 70.42 % of the outstanding amount. Therefore, sufficient consent was validly obtained on the 2028 Notes, and the proposed amendments were adopted. Sufficient consents to the proposed amendments were not received for the 2038 and 2048 Notes. The exchange offer was settled in October 2025 and in connection with the settlement of the Exchange Offers, DuPont issued $ 1.58 billion aggregate principal amount of the 2028 New Notes in exchange for the 2028 Notes tendered and accepted by DuPont, approximately $ 226 million aggregate principal amount of 2038 New Notes in exchange for the 2038 Notes tendered and accepted by DuPont and approximately $ 295 million aggregate principal amount of 2048 New Notes in exchange for the 2048 Notes tendered and accepted by DuPont.
Each series of the New Notes provides for special mandatory redemption as discussed below. Each series of the New Notes has the same interest rate, interest payment dates, maturity date and optional redemption provisions as the applicable series of Existing Notes; provided that the methodology for calculating any make-whole redemption price for the New Notes reflects the Securities Industry and Financial Markets Association model provisions. Interest is payable on the 2028 New Notes, 2038 New Notes and 2048 New Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2028, November 15, 2038 and November 15 2048, respectively.
Upon the completion of the Electronics Separation, the special mandatory redemption event was triggered under each series of New Notes (the "Special Mandatory Redemption Event"). As a result, DuPont was required to redeem $ 900 million principal amount of the 2028 New Notes, approximately $ 226 million principal amount of the 2038 New Notes and approximately $ 295 million principal amount of the 2048 New Notes (such redemption the "Special Mandatory Redemption"). The Company sent redemption notices to the holders of the New Notes on November 3, 2025 and the Special Mandatory Redemption was completed on November 7, 2025.
Consent Solicitation and Tender Offer
In November 2025, DuPont entered into a transaction support agreement (the “Transaction Support Agreement”) with certain noteholders (the “Supporting Holders”) that beneficially own $ 649 million (or approximately 83.9 %) of the 2038 Notes and $ 1,118 million (or approximately 60.25 %) of the 2048 Notes. DuPont agreed to launch and the Supporting Holders agreed to provide their consents with respect to their 2038 Notes and 2048 Notes in support of a solicitation of consents (the “Consent Solicitation”) with respect to the adoption of certain proposed amendments to the Indenture governing the applicable series of 2038 Notes and 2048 Notes and to tender $ 1,029 million aggregate principal amount of their 2048 Notes into a tender offer (the “Tender Offer”) to purchase for cash up to $ 739 million aggregate principal amount of the 2048 Notes (the "Tender Cap") at a purchase price equal to $ 1,000 per $1,000 aggregate principal amount of 2048 Notes plus accrued and unpaid interest (if any) thereon to, but excluding, the applicable settlement date of the Tender Offer. The requisite consents to adopt the proposed amendments were received and the Tender Offer was completed in November 2025. As a result of the Tender Offer, in November 2025, DuPont settled $ 739 million aggregate principal of the 2048 Notes.
The Exchange Offers and Consent Solicitation were accounted for as debt modifications and all creditor fees paid were capitalized and were set to amortize as an adjustment to “Interest expense” in the Consolidated Statement of Operations over the remaining term of the Existing Notes and New Notes. As a result of the Special Mandatory Redemption Event and Tender Offer, the respective Existing Notes and New Notes redeemed were derecognized at their carrying value. Related to the above activities, the Company incurred a loss of approximately $ 114 million to “Sundry income (expense) – net” in the Consolidated Statements of Operations, which consisted of the redemption premium, third party fees, write-off of deferred debt issuance costs, including capitalized creditor fees incurred as part of the Exchange Offers and Consent Solicitation and the basis adjustment from fair value hedge accounting on the Company’s interest rate swap agreements associated with the redeemed bonds.
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Qnity Financing
In August 2025, Qnity, a wholly-owned subsidiary of DuPont, issued $ 1.0 billion aggregate principal amount of 5.750 % senior secured notes due 2032 (the “Qnity Secured Notes”) and $ 750 million aggregate principal amount of 6.250 % senior unsecured notes due 2033 (the “Qnity Unsecured Notes,” and together with the Secured Notes, the “Qnity Notes”). Qnity also issued and fully allocated a senior secured revolving credit facility for $ 1.25 billion due 2030 and a senior secured term loan facility for $ 2.35 billion due 2032 in the third quarter 2025 (the “Qnity Credit Facilities”). The Qnity Credit Facilities became effective immediately prior to the Electronics Separation. Qnity used the net proceeds from the Qnity Notes, together with borrowings under the Credit Facilities and cash on hand, to finance the payment of a cash distribution to DuPont of approximately $ 4.1 billion, inclusive of financing related fees plus the pre-funded accrued interest deposit in connection with the issuance of notes (and any investment returns thereon). The gross proceeds held in escrow were released in connection with the completion of the Qnity Spin-Off on November 1, 2025. The obligations and liabilities associated with the Qnity Notes and the Qnity Credit Facilities were separated from the Company on November 1, 2025 upon consummation of the Qnity Distribution.
2024 Capital Structure Actions
On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $ 650 million aggregate principal amount of its 2038 notes, (the "2038 Notes") in accordance with their terms. The partial redemption occurred on June 15, 2024, at the redemption price set forth in the indenture of the 2038 Notes. The Company funded the repayment with cash on hand. As a result of the early redemption of the debt for the year ended December 31, 2024, the Company incurred a loss of approximately $ 74 million to "Sundry income (expense) - net" within the Consolidated Statements of Operations, which consisted of the redemption premium, write-off of the deferred debt issuance costs and the basis adjustment from fair value hedge accounting on the Company's interest rate swap agreements associated with this borrowing. See Note 21 for further detail on the dedesignation of the Company's interest rate swap agreements.
Floating Rate Senior Unsecured Notes
In November 2023, the $ 300 million Floating Rate Senior Unsecured Notes matured and was repaid at par plus the accrued and unpaid interest. The Company funded the repayment with cash on hand.
Fixed Rate Senior Unsecured Notes
In November 2025, the $ 1,850 million Fixed Rate Senior Unsecured Notes matured and was repaid at par plus the accrued and unpaid interest. The Company funded the repayment with cash proceeds from the Electronics Separation.
Revolving Credit Facilities
In May 2025, the Company entered into a $ 1 billion 364-day revolving credit facility (the "2025 $ 1 B Revolving Credit Facility"). The Company held another $ 1 billion 364-day revolving credit facility which expired in May 2025. There were no drawdowns under either facility during the year ended December 31, 2025. The 2025 $ 1 B 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 (the " Five-Year Revolving Credit Facility"). Upon the completion of the Electronics Separation, the amended facility decreased to $ 2.0 billion.
Commercial Paper
In April 2022, DuPont downsized its authorized commercial paper program from $ 3.0 billion to $ 2.5 billion (the “DuPont Commercial Paper Program”). In 2025 upon occurrence of the Electronics Separation, the Company reduced its authorized commercial paper program to $ 2.0 billion. At December 31, 2024 and 2023, the Company had no issuances outstanding of commercial paper. At December 31, 2025, the Company had $ 60 million outstanding of commercial paper.
Uncommitted Credit Facilities and Outstanding Letters of Credit
Unused bank credit lines on uncommitted credit facilities were approximately $ 475 million at December 31, 2025. These lines are available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of credit were approximately $ 137 million at December 31, 2025. These letters of credit support commitments made in the ordinary course of business.
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Debt Covenants and Default Provisions
The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The Existing Notes and 2028 New Notes also contain customary default provisions. The Five-Year Revolving Credit Facility and the 2025 $ 1 B Revolving Credit Facility contain a financial covenant requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60 . At December 31, 2025, the Company was in compliance with this financial covenant.
Supplier Financing
The Company and certain of its designated suppliers, at their sole discretion, participate in a supplier financing program with a financial institution serving as an intermediary. Under this program, the Company agrees to pay the financial institution the stated amount of confirmed invoices from its designated suppliers on the same terms and on the original maturity dates of the confirmed invoices, which have a weighted average payment term of approximately 130 days. The Company does not pay any annual subscription or service fee to the financial institution, nor does the Company reimburse its suppliers for any costs they incur to participate in the program. The Company’s obligations are not impacted by the suppliers’ decision to participate in this program. The Company or the financial institution may terminate the agreement upon at least 30 days’ notice. The amount of invoices outstanding confirmed as valid under the supplier financing programs are shown in the table below and recorded in “ Accounts payable ” in the Consolidated Balance Sheets.
The following table summarizes the outstanding obligations confirmed as valid under the supplier financing programs for the years ended December 31, 2025 and 2024:
Supplier Financing Program Activity Amount
In millions
Confirmed obligations outstanding as of January 1, 2024 $ 67
Invoices confirmed to financial institutions 273
Confirmed invoices paid to financial institution ( 270 )
Foreign currency exchange impact ( 1 )
Confirmed obligations outstanding as of December 31, 2024 $ 69
Invoices confirmed to financial institutions 237
Confirmed invoices paid to financial institution ( 244 )
Foreign currency exchange impact 1
Confirmed obligations outstanding as of December 31, 2025
$ 63
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NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES
Litigation, Environmental Matters, and Indemnifications
The Company and certain subsidiaries are involved in various lawsuits, claims and environmental actions that have arisen in the normal course of business with respect to product liability, patent infringement, government regulation, contract and commercial litigation, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain substances at various sites. In addition, in connection with divestitures and the related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. The Company records liabilities for ongoing and indemnification matters when the information available indicates that it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.
As of December 31, 2025, the Company has recorded indemnification assets of $ 216 million within "Accounts and notes receivable - net" and $ 397 million within "Deferred charges and other assets" and indemnification liabilities of $ 323 million within "Accrued and other current liabilities" and $ 291 million within "Other noncurrent obligations" within the Consolidated Balance Sheets. As of December 31, 2024, the Company has recorded indemnification assets of $ 20 million within "Accounts and notes receivable – net" and $ 298 million within "Deferred charges and other assets" and indemnification liabilities of $ 167 million within "Accrued and other current liabilities" and $ 208 million within "Other noncurrent obligations" within the Consolidated Balance Sheets. The increase in indemnification assets primarily reflects the allocation of certain liabilities to Qnity based on Qnity's Applicable Percentage of 44 percent. See Note 4 for further information. The increase in indemnification liabilities is primarily driven by the NJ Settlement, discussed below, and the Company's obligation to indemnify Qnity for certain tax related liabilities in accordance with the Electronics Tax Matters Agreement between Qnity and DuPont. See Note 8 for further information.
The Company’s accruals for indemnification liabilities related to the binding Memorandum of Understanding (“MOU”) between Chemours, Corteva, EIDP and the Company and to the DowDuPont ("DWDP") Separation and Distribution Agreement and the Letter Agreement between the Company and Corteva (together the “Agreements”) discussed below, are included in the balances above. Additionally, beginning in Q2 2025, the Company recognized a liability, estimated in accordance with the MOU, related to the State of New Jersey matters discussed below. As of December 31, 2025 the balance of this liability is $ 186 million.
PFAS Stray Liabilities: Future Eligible PFAS Costs
On July 1, 2015, EIDP, a Corteva subsidiary since June 1, 2019, completed the separation of EIDP’s Performance Chemicals segment through the spin-off of Chemours to holders of EIDP common stock (the “Chemours Separation”). On June 1, 2019, the Company completed the separation of its agriculture business through the spin-off of Corteva, including Corteva’s subsidiary EIDP.
On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into the MOU pursuant to which the parties have agreed to release certain claims that had been raised by Chemours including any claims arising out of or resulting from the process and manner in which EIDP structured or conducted the Chemours Separation, and any other claims that challenge the Chemours Separation or the assumption of Chemours Liabilities (as defined in the Chemours Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set forth in the MOU.
Pursuant to the MOU, the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of Qualified Spend, as defined in the MOU, is equal to $ 4 billion ("MOU limit") or (iii) a termination in accordance with the terms of the MOU. PFAS refers to per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”).
The parties have agreed that, during the term of this sharing arrangement, Qualified Spend up to $ 4 billion will be borne 50 percent by Chemours and 50 percent, up to a MOU limit of $ 2 billion, by the Company and Corteva. The Company and Corteva will split their 50 percent of Qualified Spend in accordance with the Agreements; accordingly, the Company's portion of the $ 2 billion MOU limit is approximately $ 1.4 billion. At December 31, 2025, the Company had paid Qualified Spend of approximately $ 700 million against its portion of the $ 2 billion MOU limit. In August 2025, Chemours, Corteva and DuPont have agreed to count the net present value of the settlement under the proposed Judicial Consent Order with the State of New Jersey, as discussed further below, against the $ 4 billion MOU limit. In addition, the parties agreed that relevant insurance proceeds received by a party will be netted against applicable costs included in the calculation of Qualified Spend. After the term of this arrangement, Chemours’ indemnification obligations under the Chemours Separation Agreement would continue unchanged.
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In order to support and manage any potential future eligible PFAS costs, the parties also agreed to establish an escrow account (the "MOU Escrow Account"). The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $ 100 million and DuPont and Corteva shall together deposit $ 100 million in the aggregate into the MOU Escrow Account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $ 50 million and DuPont and Corteva shall together deposit $ 50 million in the aggregate into the MOU Escrow Account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any calendar year beginning with 2022 through and including 2028. Additionally, if on December 31, 2028, the balance in the MOU Escrow Account (including interest) is less than $ 700 million, Chemours will make 50 percent of the deposits and DuPont and Corteva together will make 50 percent of the deposits necessary to restore the balance to $ 700 million. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the replenishment terms set forth in the MOU.
DuPont's aggregate MOU escrow deposits of $ 35 million, not including interest, at December 31, 2025 are reflected in "Restricted cash and cash equivalents" on the Consolidated Balance Sheets.
Under the Agreements, Divested Operations and Businesses ("DDOB") liabilities of EIDP not allocated to or retained by Corteva or the Company are categorized as relating to either (i) PFAS Stray Liabilities, if they arise out of actions related to or resulting from the development, testing, manufacture or sale of PFAS; or (ii) Non-PFAS Stray Liabilities, (and together with PFAS Stray Liabilities, the “EIDP Stray Liabilities”).
The Agreements provide that the Company and Corteva will each bear a certain percentage of the Indemnifiable Losses, described below, rising from EIDP Stray Liabilities and that the percentage changes as each company meets its respective threshold of $ 150 million for PFAS Stray Liabilities and $ 200 million for EIDP Stray Liabilities inclusive of Indemnifiable Losses of up to $ 150 million related to PFAS Stray Liabilities. The agreements provide that when all threshold are met, DuPont will bear 71 percent of Indemnifiable Losses related to EIDP Stray Liabilities and Corteva bears 29 percent. All thresholds have been met at December 31, 2025. DuPont has accrued for future Indemnifiable Losses related to EIDP Stray Liabilities and Qualified Spend accordingly.
Indemnifiable Losses, as defined in the DWDP Separation and Distribution Agreement, include, among other things, attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of EIDP Stray Liabilities. For certain Non-PFAS Liabilities, Corteva must spend specified amounts before costs associated with such matter will be considered Indemnifiable Losses.
In connection with the MOU and the Agreements, the Company has recognized the following indemnification liabilities related to eligible PFAS costs:
Indemnification Related Liabilities Associated with the MOU
In millions December 31, 2025 December 31, 2024 Balance Sheet Classification
Current indemnification liabilities $ 68 $ 99 Accrued and other current liabilities
Long-term indemnification liabilities 117 123 Other noncurrent obligations
Total indemnification liabilities accrued under the MOU 1, 2
$ 185 $ 222
1. As of December 31, 2025 and 2024, total indemnification liabilities accrued include $ 109 million and $ 128 million, respectively, related to Chemours environmental remediation activities at their site in Fayetteville, North Carolina under the Consent Order between Chemours and the North Carolina Department of Environmental Quality (the "NC DEQ"). This excludes amounts related to the State of New Jersey matters discussed further below.
2. As of December 31, 2025, DuPont has recorded an indemnification asset of $ 75 million, net of taxes, for Qnity's applicable percentage of liabilities associated with the MOU.
Future charges associated with the MOU will be recognized over the term of the agreement as a component of (loss)/income from discontinued operations to the extent liabilities become probable and estimable.
In 2004, EIDP settled the Leach litigation, which allowed certain Ohio and West Virginia residents to pursue personal injury claims for six health conditions that an expert panel later found had a “probable link” to PFOA. Following those findings, approximately 3,550 lawsuits were consolidated in multidistrict litigation in the Southern District of Ohio, (the “Ohio MDL”) which Chemours and EIDP resolved in 2017 for $ 670 million.
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After that settlement, roughly 100 additional cases were filed, nearly all of which were resolved in 2021 for $ 83 million. Thereafter, plaintiffs filed about 70 new cases in the Ohio MDL. Before trials began in 2024, EIDP and Chemours reached an agreement in principle to resolve all pending and certain pre‑suit claims. The parties finalized this settlement in November 2024, providing for two payments totaling approximately $ 59 million. DuPont paid $ 11 million toward the initial payment in December 2024 and accrued $ 10 million for its share of the contingent second payment, which was finalized and paid in March 2025. Following these dismissals, the Ohio MDL was terminated in February 2025. Any future personal injury claims will proceed in the courts where they are filed.
In November 2023, DuPont, Chemours and Corteva (for itself and EIDP) reached a settlement agreement with the State of Ohio designed to benefit Ohio's natural resources and the people of the State of Ohio. Among other things, and subject to certain limitations and preservations, the settlement resolves the State's claims relating to releases of PFAS in or into the State from the companies' facilities and claims relating to the manufacture and sale of PFAS-containing products and the State's claims related to AFFF. As part of the settlement, the companies agreed to pay the State of Ohio a combined total of $ 110 million, 80 percent of which the State has allocated to restoration of natural resources related to operation of the Washington Works facility. Consistent with the MOU, DuPont accrued its share of the settlement, approximately $ 39 million. In the fourth quarter of 2025, DuPont, Chemours and Corteva agreed to pay 80 percent of the settlement of which DuPont's portion is approximately $ 32 million. DuPont has accrued the remaining $ 7 million at December 31, 2025.
In July 2021, Chemours, Corteva (for itself and EIDP) and DuPont reached a resolution with the State of Delaware for $ 50 million among other consideration, that avoids litigation and addresses potential natural resources damages from known historical and current releases by the companies in or affecting Delaware. In 2022, the companies paid the settlement consistent with the MOU. DuPont's share was $ 13 million. The settlement provides for a potential Supplemental Payment to Delaware of up to a total of $ 25 million if certain conditions are met. The Company’s portion of the Settlement Payment, in accordance to the terms of the MOU, is $ 9 million which is accrued for as of December 31, 2025. The Supplemental Payment conditions were met with the payment of 80 percent of the November 2023 settlement with the State of Ohio and DuPont paid its portion of the Supplemental Payment in January 2026.
As of December 31, 2025, there are various cases alleging damages due to PFAS which are discussed below. Such actions often include claims alleging that EIDP's transfer of certain PFAS liabilities to Chemours resulted in a fraudulent conveyance or voidable transaction. With the exception of the fraudulent conveyance claims, which are excluded from the MOU, legal fees, expenses, costs, and any potential liabilities for eligible PFAS costs presented by the following matters will be shared in accordance with the MOU between Chemours, EIDP, Corteva and DuPont.
Beginning in April 2019, lawsuits alleging damages from the use of PFAS-containing aqueous film-forming foams (“AFFF”) were filed against EIDP and Chemours, and companies such as 3M that made AFFF. The majority of these lawsuits were consolidated in a multi-district litigation (the “AFFF MDL”) captioned In Re: Aqueous Film Forming Foams (AFFF) Products Liability Litigation that is pending in the United States District Court for the District of South Carolina (the “Court”). The matters pending in the AFFF MDL allege damages as a result of contamination, in most cases allegedly from migration from airports or military installations, or personal injury from exposure to AFFF. The plaintiffs in the MDL include, among others, water districts, individuals alleging personal injury and states attorneys general. DuPont has never made or sold AFFF, perfluorooctanesulfonic acid ("PFOS") or PFOS-containing products, and most of the actions in the AFFF MDL name DuPont as a defendant solely related to fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.
AFFF MDL Water District Settlement
In June 2023, Chemours, Corteva, EIDP, and DuPont entered into a $ 1.185 billion agreement to resolve PFAS‑related claims brought by a nationwide class of public water systems. DuPont fulfilled its $ 400 million funding obligation in the third quarter of 2023, which included $ 100 million previously held in escrow. Following final court approval in the second quarter of 2024, DuPont’s total contribution of $ 408 million, including interest, was released from restricted cash and the related liability was removed from the Company’s balance sheet.
The settlement class includes U.S. Public Water Systems with current PFAS detections or required monitoring under federal or state law, but excludes governmental systems and small systems without PFAS detections or monitoring requirements. While excluded entities could pursue future claims, the Company cannot estimate any potential losses. As part of the court‑approved process, approximately 900 of the more than 14,000 potential class members opted out of the settlement, and the opt‑out period has closed.
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AFFF MDL Personal Injury Cases
The Court ordered the dismissal of personal injury claims by September 10, 2024, that do not meet certain evidentiary requirements unless they allege one of the following eight health conditions: high cholesterol, pregnancy induced hypertension, ulcerative colitis, thyroid disease, testicular cancer, kidney cancer, liver cancer or thyroid cancer. Cases that are dismissed pursuant to the Court’s order may be re-filed within four years if plaintiffs later meet the evidentiary requirements specified in the Court’s order. In the first quarter 2025, Plaintiffs’ counsel notified the Court that claims alleging high cholesterol and/or pregnancy-induced hypertension, will not be pursued.
In August 2025, to ensure efficient management of the docket and proper vetting of claims the court entered a case management order that, among other things: (1) indefinitely postponed the bellwether trial that was scheduled for October 20, 2025; and (2) required lead plaintiffs’ counsel to file in the AFFF MDL all of the unfiled cases on their client roster within 21 days. The court also entered a “channeling order” that states AFFF and other PFAS are so intermingled in the environment that virtually any case alleging personal injury from PFAS necessarily raises the question of whether the claimant was also exposed to AFFF, which should provide a basis for federal court jurisdiction. The channeling order therefore requests the JPML transfer such cases to the AFFF MDL for efficient administration. As anticipated, these orders have resulted in a substantial number of new matters being filed into the AFFF MDL. Consolidating personal injury cases into the AFFF MDL, rather than allowing them to proceed in diverse jurisdictions, allows for the Company to more effectively manage this docket.
At December 31, 2025 there are approximately 11,000 personal injury cases filed in the AFFF MDL. Many of the personal injury cases have included and continue to include multiple plaintiffs and, therefore, the number of plaintiffs who have asserted such claims is substantially higher than the number of cases noted above. Defendants will continue to review the docket and will move to dismiss claims that do not allege one of the identified health conditions. Defendants also continue to engage in discussions with a mediator in connection with these cases.
Some state attorneys general have filed lawsuits, on behalf of their respective states, against DuPont, outside of the AFFF MDL that allege environmental contamination by certain PFAS compounds distinct from AFFF. Generally, the states raise common law tort claims and seek economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to clean up contamination from certain PFAS compounds, and to abate the alleged nuisance. Most of these actions include fraudulent transfer claims related to the Chemours Separation and the DowDuPont separations.
State of New Jersey
In August 2025, DuPont together with Chemours and Corteva (for itself and EIDP) agreed to a proposed Judicial Consent Order with the State of New Jersey (the “NJ Settlement”) to resolve all outstanding claims by the State of New Jersey pending against the companies related to legacy use of a wide variety of substances of concern, including, but not limited to DNAPL ("dense non-aqueous phase liquids"), chemical solvents, and PFAS. Subject to approval from the Federal District Court of New Jersey (Camden), (the “NJ Court”), the Settlement will also resolve legacy claims related to four historic EIDP operating sites (Chambers Works, Parlin, Pompton Lakes and Repauno) in the State, including claims under the New Jersey Industrial Sites Recovery Act, alleged statewide PFAS contamination, including from the use of AFFF, any claims of fraudulent transfer, and claims for known natural resource damages from the Chambers Works, Parlin, Pompton Lakes and Repauno sites that the State of New Jersey and its departments have, or may have, in the future against the companies.
The NJ Settlement includes an aggregate cash payment to the State of New Jersey of $ 875 million, payable over a period of 25 years, which will be shared in accordance with the terms of the 2021 binding MOU between Chemours, Corteva and DuPont. Of the $ 875 million, $ 16.5 million is allocated to statewide natural resource damages unrelated to the four sites, 25 percent of which (about $ 4.125 million) relates to alleged statewide AFFF contamination. Accordingly, DuPont recorded a pre-tax charge in June 2025 of $ 177 million, reflected as discontinued operations in the Company's Consolidated Statement of Operations, reflecting the net present value, using an 8 percent discount rate, of $ 311 million which is estimated to be the Company’s share of the cash payment in accordance with the MOU. DuPont has recorded interest accretion of $ 9 million for the year ended December 31, 2025, resulting in a liability of $ 186 million as of December 31, 2025. The first of the scheduled annual payments will be due within 30 days of the date the Judicial Consent Order (“JCO”) is entered by the NJ Court, but no earlier than January 31, 2026. At December 31, 2025, $ 66 million is recorded in "Accrued and other current liabilities" and the remaining $ 120 million is recorded within "Other noncurrent obligations" within the Consolidated Balance Sheets. The Company intends to utilize the $ 35 million within the MOU Escrow Account for the first settlement payment in 2026. The parties have the right to prepay Settlement amounts at the discount rate set forth in the NJ Settlement agreement.
In addition to the cash payment, the NJ Settlement obligates the companies to continue to undertake remediation at the four sites, which will be determined in accordance with applicable law. Refer to the Environmental Matters section below. The NJ Settlement provides that the Company does not admit any liability or wrongdoing and does not waive any defenses.
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The NJ Settlement is subject to a public notice and comment period which closed on November 1, 2025. At a hearing on January 7, 2026, the State of New Jersey moved for the final approval of the settlement. The Court requested the State of New Jersey to provide additional information within 30 calendar days regarding the settlement, including its intended use of the proceeds.
Contingent upon the NJ Settlement being approved by the NJ Court, DuPont and Corteva will purchase Chemours’ interest in future, if any, insurance proceeds related to PFAS claims. DuPont and Corteva will make the purchase by contributing a total of $ 150 million ($ 106.5 million from DuPont, $ 43.5 million from Corteva) into an escrow fund ("NJ Escrow") to be applied to Chemours’ share of the NJ settlement. In exchange, Chemours shall assign to DuPont and Corteva its rights to $ 150 million of PFAS-related insurance proceeds plus a fee equal to the lesser of (a) $ 35 million, or (b) $ 3 million plus interest (at prime minus 2 percent) on the unrecovered fraction of $ 150 million, until Chemours’ share of insurance recoveries fully recoups the purchase price. After DuPont and Corteva have recovered the $ 150 million assigned by Chemours, plus the above fee, Chemours shall be entitled to its 50 percent share of further insurance recoveries, if any. The purchase price shall be paid, and the insurance proceeds recovered, by DuPont and Corteva in accordance with the sharing percentages in the Letter Agreement.
NJ Settlement payments or releases from the NJ Escrow to make Settlement payments, as applicable, shall be deemed credited against each of DuPont, Corteva and Chemours’s respective PFAS MOU escrow obligations for that year. Each of DuPont, Corteva and Chemours’s 2025 PFAS MOU escrow funding obligation will be suspended until the first payment of the NJ Settlement.
Other Matters
In April 2021, a historic DuPont Dutch subsidiary and the Dutch entities of Chemours and Corteva, received a civil summons issued by the Court of Rotterdam, the Netherlands, on behalf of four municipalities neighboring the Chemours Dordrecht facility. The municipalities are seeking liability declarations relating to the Dordrecht site’s current and historical PFAS operations and emissions. On September 27, 2023, the Court determined that the defendants were liable to the municipalities for (i) PFOA emissions between July 1, 1984 to March 1, 1998 and (ii) removal costs if deposited emissions on the municipalities' land infringes the applicable municipalities' property rights by an objective standard. Chemours entered into a Letter of Intent (“LOI”) with the municipalities on June 28, 2024, that includes the implementation of a specific remediation plan for the restoration of restricted vegetable gardens in certain areas of those municipalities to be funded by Chemours, sampling and developing a program to address the Merwelanden recreational lake, and further settlement discussions, including a fund to cover certain other expenditures aimed at environmental-related activities. The LOI contemplates the possibility of settling the court dispute, although still subject to further discussions which are ongoing with the municipalities and there is no guarantee that these discussions will result in a settlement. As of December 31, 2025, an accrual has been established for the Company's estimated portion of the loss associated with this matter.
Additionally, there are cases in Canada that allege harm from PFAS contamination including property and natural resource damage claims, both related and unrelated to AFFF.
In addition to the above matters, there are other legal matters pending that make claims related to PFAS. The Company is specifically named in some of these legal matters and some are pending against Chemours and/or Corteva/EIDP in which the Company is not named. Certain of these actions may purport to be class actions and seek damages in very large amounts. Regardless of whether the Company is named, the costs of litigation and future liabilities, if any, in these matters, are or may be eligible PFAS costs under the MOU and Indemnification Losses under the Agreements.
While Management believes it has appropriately estimated the liability associated with eligible PFAS matters and Indemnifiable Losses as of the date of this report, it is reasonably possible that the Company could incur additional eligible PFAS costs and Indemnifiable Losses in excess of the amounts accrued. It is not possible to predict the outcome of any such matters due to various reasons including, among others, future actions and decisions, as well as factual and legal issues to be resolved in connection with PFAS matters. As such, at this time DuPont is unable to develop an estimate of a possible loss or range of losses, if any, above the liability accrued at December 31, 2025. It is possible that additional costs or losses could have a significant effect on the Company’s financial condition and/or cash flows in the period in which they occur; however, costs qualifying as Qualified Spend are limited by the terms of the MOU.
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Other Litigation Matters
In addition to the matters described above, the Company is party to claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, governmental regulation, contract and commercial litigation, and other actions. Certain of these actions may purport to be class actions and seek damages in very large amounts. As of December 31, 2025, the Company has liabilities of $ 16 million associated with these other litigation matters. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company. In accordance with its accounting policy for litigation matters, the Company will expense litigation defense costs as incurred, which could be significant to the Company’s financial condition and/or cash flows in the period.
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies.
The NJ Settlement obligates the companies to continue to undertake remediation at the four sites (Chambers Works, Parlin, Pompton Lakes and Repauno), which will be determined in accordance with applicable law. DuPont is the primary responsible party for the Parlin site and established an accrual related to Parlin’s remediation obligations in connection with the DowDuPont merger and separation and does not anticipate recording additional charges for these remediation activities at this time. However, as part of the NJ Settlement, the companies have agreed to a binding third party review process of the remedial funding source (“RFS”) for each of the four sites (in the form of surety bond or similar financial instrument) to ensure available funds for future remediation at the sites, with DuPont responsible for the RFS at Parlin. This review process could result in additional remediation, and an increase to any of the four RFS, including for Parlin which could result in future changes to the Company’s environmental reserve estimates.
In addition, DuPont and Corteva will establish a reserve fund in the amount of $ 475 million (the “Reserve Fund”) to be funded (in the form of surety bond or similar financial instrument) in accordance with the sharing percentages in the Letter Agreement entered between the parties in 2019. The Reserve Fund is further financial security, separate from and secondary to the RFS, which will be accessible only in the event the RFS for a site has been exhausted and the party responsible is not otherwise performing the required remediation.
At December 31, 2025, the Company had accrued obligations of $ 253 million for probable environmental remediation and restoration costs. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the Consolidated Balance Sheets. It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration.
The accrued environmental obligations include the following:
Environmental Accrued Obligations
In millions December 31, 2025 December 31, 2024 Potential exposure above the amount accrued 1
Environmental remediation liabilities not subject to indemnity $ 32 $ 45 $ 108
Environmental remediation indemnified related liabilities:
Indemnifications related to Dow, Corteva and Qnity 2
87 83 160
MOU related obligations (discussed above) 3
134 146 39
Other environmental indemnifications — 1 3
Total environmental related liabilities $ 253 $ 275 $ 310
1. The environmental accrual represents management’s best estimate of the costs for remediation and restoration with respect to environmental matters, although it is reasonably possible that the ultimate cost with respect to these particular matters could range above the amount accrued as of December 31, 2025.
2. Pursuant to the DWDP Separation and Distribution Agreement and Letter Agreement, the Company is required to indemnify Dow and Corteva, and pursuant to the Electronics Separation and Distribution Agreement, Qnity, for certain clean-up responsibilities and associated remediation costs.
3. The MOU related obligations include the Company's estimate of its liability under the MOU for remediation activities based on the current regulatory environment.
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NOTE 17 - LEASES
The Company has operating leases for real estate, an airplane, railcars, fleet, certain machinery and equipment, and information technology assets. The Company’s leases have remaining lease terms of approximately 1 year to 25 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the Company will exercise that option. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability.
Certain of the Company's leases include residual value guarantees. These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term. The portion of residual value guarantees that are probable of payment is included in the related lease liability in the Consolidated Balance Sheets. At December 31, 2025, the Company has future maximum payments for residual value guarantees in operating leases of $ 13 million with final expirations through 2034. The Company's lease agreements do not contain any material restrictive covenants.
The components of lease cost for operating leases for the years ended December 31, 2025, 2024 and 2023 were as follows:
In millions 2025 2024 2023
Operating lease cost $ 91 $ 78 $ 76
Short-term lease cost 3 5 4
Variable lease cost 1
17 14 16
Less: Sublease income 2
5 4 4
Total lease cost $ 106 $ 93 $ 92
1. Variable lease cost excludes costs that have been capitalized into inventory of approximately $ 60 million in each year presented.
2. Reflects income associated with subleases, not inclusive of all lessor arrangements disclosed below.
Operating cash flows from operating leases related to continuing operations were $ 93 million, $ 77 million, and $ 73 million for the year ended December 31, 2025, 2024 and 2023, respectively.
New operating lease assets and liabilities entered into during the year ended December 31, 2025, 2024 and 2023 were $ 19 million, $ 33 million and $ 79 million, respectively. Supplemental balance sheet information related to leases was as follows:
In millions December 31, 2025 December 31, 2024
Operating Leases
Operating lease right-of-use assets 1
$ 209 $ 251
Current operating lease liabilities 2
52 51
Noncurrent operating lease liabilities 3
165 205
Total operating lease liabilities
$ 217 $ 256
1. Included in " Deferred charges and other assets " in the Consolidated Balance Sheets.
2. Included in " Accrued and other current liabilities " in the Consolidated Balance Sheets.
3. Included in " Other noncurrent obligations " in the Consolidated Balance Sheets.
Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the fixed minimum lease payments over the lease term. As most of the Company’s leases do not provide the lessor’s implicit rate, the Company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments.
Lease Term and Discount Rate for Operating Leases December 31, 2025 December 31, 2024
Weighted-average remaining lease term (years) 6.7 7.4
Weighted-average discount rate 3.45 % 3.54 %
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Maturities of lease liabilities were as follows:
Maturity of Lease Liabilities at December 31, 2025
Operating Leases
In millions
2026 $ 57
2027 45
2028 33
2029 21
2030 18
2031 and thereafter 61
Total lease payments $ 235
Less: Interest 18
Present value of lease liabilities $ 217
The Company has leases in which it is the lessor, with the largest being a result of the Electronics Separation and N&B Transaction. In connection with the Electronics Separation, N&B Transaction and the M&M Divestitures, DuPont entered into leasing arrangements with Qnity, IFF and Celanese, whereby DuPont is leasing certain properties, including office spaces and R&D laboratories. These leases are classified as operating leases. Lease agreements where the Company is the lessor have final expirations through 2040.
For the years ended December 31, 2025, 2024 and 2023 total lease income was $ 74 million, $ 69 million and $ 67 million, respectively, for which the net profits recognized from these leases were approximately $ 19 million, $ 17 million and $ 15 million, respectively. Total lease income for each period presented is recorded in " Selling, general, and administrative expenses " and "Research and development expenses". Contractual lease income for 2026 through 2040 ranges from $ 29 million to $ 104 million annually.
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NOTE 18 - STOCKHOLDERS' EQUITY
Share Repurchase Programs
In February 2022, the Company's Board of Directors authorized a $ 1.0 billion share buyback program which expires on March 31, 2023, (the “2022 Share Buyback Program”). As of September 30, 2022, the Company repurchased and retired a total of 11.9 million shares for $ 750 million under the 2022 Share Buyback Program. In November 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $ 5 billion of common stock (the “$ 5 B Share Buyback Program", together with the 2022 Share Buyback Program, the "2022 Stock Repurchase Programs") in addition to the $ 250 million remaining under the Company’s existing share repurchase program.
In November 2022, DuPont entered into accelerated share repurchase ("ASR") agreements with each of three financial institutions (the "$ 3.25 B ASR Transaction"). DuPont paid an aggregate of approximately $ 3.25 billion of common stock with $ 250 million of such repurchases under the 2022 Share Buyback Program and $ 3 billion under the $ 5 B Share Buyback Program. Pursuant to the terms of the $ 3.25 B ASR Transaction, DuPont paid an aggregate of $ 3.25 billion to the ASR Counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as an increase to accumulated deficit of $ 2.6 billion. The $ 3.25 B ASR Transaction was completed during the third quarter of 2023 with DuPont receiving and retiring an additional 8.0 million shares of DuPont common stock. In connection with the completion of the transaction the remaining $ 613 million based on the price of the shares at the time of delivery was settled as a forward contract indexed to DuPont common stock at the time of settlement, classified within stockholders’ equity. At the completion of the $ 3.25 B ASR Transaction, the Company had repurchased and retired a total of 46.8 million shares at an average price of $ 69.44 per share.
In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $ 2 billion of common stock ("$ 2 B ASR Transaction"). DuPont paid an aggregate of $ 2 billion to the counterparties and received initial deliveries of 21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as an increase to accumulated deficit of $ 1.6 billion. In the first quarter of 2024, the $ 2 B ASR Transaction was completed. The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, which were retired immediately and was recorded as an increase to accumulated deficit in the first quarter of 2024. In total, the Company repurchased 27.9 million shares at an average price of $ 71.67 per share under the $ 2 B ASR Transaction. The completion of the $ 2 B ASR Transaction effectively completes the $ 5 B 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 $ 1 B Share Buyback Program”). Under the $ 1 B 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.
Also in the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $ 500 million of common stock ("Q1 2024 ASR Transaction"). DuPont paid an aggregate of $ 500 million to the counterparty and received initial deliveries of 6.0 million shares of DuPont common stock, which were retired immediately and recorded as an increase to accumulated deficit of $ 400 million. The remaining $ 100 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders' equity as of March 31, 2024.
In the second quarter of 2024, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as an increase to accumulated deficit of $ 72 million. In total, the Company repurchased 6.9 million shares at an average price of $ 71.96 per share under the Q1 2024 ASR Transaction.
The $ 1 B Program expired on June 30, 2025.
In November 2025, the Company's Board of Directors approved a new share repurchase authorization of up to $ 2 billion of common stock (the “$ 2 B Authorization”). Under the $ 2 B Authorization, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, which may include accelerated share repurchase transactions. The $ 2 B Authorization will terminate once the authorized amount of shares have been repurchased and retired or when terminated by the Board of Directors. The timing and number of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.
In the fourth quarter of 2025, DuPont entered into an ASR agreement with one counterparty for repurchase of about $ 500 million of common stock ("Q4 2025 ASR Transaction"). DuPont paid an aggregate of $ 500 million to the counterparty,
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whereby the counterparty is required to deliver a variable number of shares to the Company. DuPont received initial deliveries of 10.2 million shares of DuPont common stock at a price per share of $ 39.15 , which were retired immediately and recorded as an increase to accumulated deficit of $ 400 million. In January 2026, the Q4 2025 ASR Transaction was completed. The settlement resulted in delivery of approximately 2 million shares of additional DuPont common stock which were retired immediately and will be recorded as an increase to accumulated deficit in the first quarter of 2026. In total, the Company repurchased 12.2 million shares at an average price of $ 40.89 per share under the Q4 2025 ASR Transaction.
The Inflation Reduction Act of 2022 introduced a 1 percent nondeductible excise tax imposed on the net value of certain stock repurchases made after December 31, 2022. The net value is determined by the fair market value of the stock repurchased during the tax year, reduced by the fair market value of stock issued during the tax year. The Company recorded total excise tax of $ 4 million and $ 8 million, respectively, as an increase to accumulated deficit for the years ended December 31, 2025 and 2024, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in our Consolidated Balance Sheets as of December 31, 2025 and 2024.
Common Stock
The following table provides a reconciliation of DuPont Common Stock activity for the years ended December 31, 2025, 2024 and 2023:
Shares of DuPont Common Stock Issued Held in Treasury
In thousands
Balance at January 1, 2023 458,124 —
Issued 1,225 —
Repurchased — 29,239
Retired ( 29,239 ) ( 29,239 )
Balance at December 31, 2023 430,110 —
Issued 1,513 —
Repurchased
— 13,629
Retired
( 13,629 ) ( 13,629 )
Balance at December 31, 2024 417,994 —
Issued 1,418 —
Repurchased
— 10,217
Retired
( 10,217 ) ( 10,217 )
Balance at December 31, 2025 409,195 —
Accumulated Deficit
There are no significant restrictions limiting the Company's ability to pay dividends. Dividends declared and paid to common stockholders during the years ended December 31, 2025, 2024 and 2023 are summarized in the following table:
Dividends Declared and Paid 2025 2024 2023
In millions
Dividends declared to common stockholders $ 597 $ 635 $ 651
Dividends paid to common stockholders $ 597 $ 635 $ 651
Loss from nonconsolidated affiliates included within "Accumulated deficit" was $ 10 million at December 31, 2025 and undistributed earnings of nonconsolidated affiliates, included within "Accumulated deficit" was $ 3 million at December 31, 2024.
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Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the years ended December 31, 2025, 2024 and 2023:
Accumulated Other Comprehensive Loss Cumulative Translation Adj Pension and OPEB Derivative Instruments 1
Total
In millions
2023
Balance at January 1, 2023 $ ( 968 ) $ 60 $ 117 $ ( 791 )
Other comprehensive income (loss) income before reclassifications 46 ( 83 ) ( 41 ) ( 78 )
Amounts reclassified from accumulated other comprehensive income — ( 9 ) — ( 9 )
Delrin ® Divestiture reclassification adjustment
( 9 ) ( 23 ) — ( 32 )
Net other comprehensive income (loss) $ 37 $ ( 115 ) $ ( 41 ) $ ( 119 )
Balance at December 31, 2023 $ ( 931 ) $ ( 55 ) $ 76 $ ( 910 )
2024
Other comprehensive (loss) income before reclassifications ( 562 ) ( 59 ) 32 ( 589 )
Amounts reclassified from accumulated other comprehensive income — ( 1 ) — ( 1 )
Net other comprehensive (loss) income $ ( 562 ) $ ( 60 ) $ 32 $ ( 590 )
Balance at December 31, 2024 $ ( 1,493 ) $ ( 115 ) $ 108 $ ( 1,500 )
2025
Other comprehensive income (loss) before reclassifications 728 ( 7 ) ( 71 ) 650
Amounts reclassified from accumulated other comprehensive income — ( 5 ) — ( 5 )
Net other comprehensive income (loss) $ 728 $ ( 12 ) $ ( 71 ) $ 645
Electronics Separation 328 2 — 330
Balance at December 31, 2025 $ ( 437 ) $ ( 125 ) $ 37 $ ( 525 )
1. Includes cumulative translation adjustment impact associated with derivative instruments.
The tax effects on the net activity related to each component of other comprehensive loss for the years ended December 31, 2025, 2024 and 2023 were as follows:
Tax Benefit (Expense) 2025 2024 2023
In millions
Pension and other post-employment benefit plans $ — $ 11 $ 26
Derivative instruments 20 ( 9 ) 12
Tax benefit from income taxes related to other comprehensive income (loss) items $ 20 $ 2 $ 38
A summary of the reclassifications out of AOCL for the years ended December 31, 2025, 2024 and 2023 is provided as follows:
Reclassifications Out of Accumulated Other Comprehensive Loss 2025 2024 2023 Income Classification
In millions
Cumulative translation adjustments $ — $ — $ ( 9 ) See (1) below
Pension and other post-employment benefit plans ( 6 ) ( 2 ) ( 35 ) See (1) below
Tax expense 1 1 3 See (1) below
Pension and other post-employment benefit plans,
after tax
( 5 ) ( 1 ) ( 32 )
Total reclassifications for the period, after tax $ ( 5 ) $ ( 1 ) $ ( 41 )
1. The activity for the year ended December 31, 2025 is classified within "Sundry income (expense) - net" as part of continuing operations, with a portion classified within"(Loss) income from discontinued operations, net of tax" as part of the Electronics Separation. The activity for the year ended December 31, 2024 is classified within "Sundry income (expense) - net" as part of continuing operations. The activity for the year ended December 31, 2023 is classified almost entirely within "(Loss) income from discontinued operations, net of tax" as part of the Delrin ® Divestiture, with a portion classified within "Sundry income (expense) - net" as part of continuing operations.
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NOTE 19 - PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS
The significant defined benefit pension and OPEB plans of the Company are summarized below. Unless otherwise noted, all values within this footnote are inclusive of balances and activity associated with the Electronics Business through the spinoff and all Aramids activity related to discontinued operations. The Company transferred standalone and split plans associated with the Electronics Business on the separation date.
Defined Benefit Pension Plans
DuPont has both funded and unfunded defined benefit pension plans covering employees in a number of non-US countries. The United Kingdom qualified plan is the largest pension plan held by DuPont.
DuPont's funding policy is consistent with the funding requirements of each country's laws and regulations. Pension coverage for employees of DuPont's non-U.S. consolidated subsidiaries is provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded. During 2025, the Company contributed $ 55 million to its benefit plans. DuPont expects to contribute approximately $ 55 million to its benefit plans in 2026.
The weighted-average assumptions used to determine pension plan obligations and net periodic benefit costs for all plans are summarized in the table below:
Weighted-Average Assumptions for Pension Plans Benefit Obligations
at December 31, Net Periodic Costs
for the Years Ended
2025 2024 2025 2024 2023
Discount rate 3.54 % 3.67 % 3.35 % 3.46 % 3.05 %
Interest crediting rate for applicable benefits 1.75 % 1.75 % 1.75 % 2.00 % 2.25 %
Rate of compensation increase 3.05 % 3.41 % 3.01 % 3.11 % 3.25 %
Expected return on plan assets N/A N/A 4.19 % 4.43 % 3.61 %
Other Post-employment Benefit Plans
The Company retained U.S. and foreign other post-employment benefit obligations with the U.S. long-term disabilities plan being the largest and accounting for most of the Company's total other post-employment benefit obligations. In comparison to the Company's defined benefit pension plans, the Company's other post-employment benefit plans are not significant. The total other post-employment benefits projected benefit obligation was $ 17 million as of December 31, 2025 and $ 27 million as of December 31, 2024. The decrease in the Company's OPEB projected benefit obligation is due to the portion that was spun off with the Electronics Business separation.
Assumptions
The Company determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics.
Service cost and interest cost for all other plans are determined on the basis of the discount rates derived in determining those plan obligations. The discount rates utilized to measure the majority of pension and other postretirement obligations are based on the Aon AA corporate bond yield curves applicable to each country at the measurement date. DuPont utilizes the mortality tables and generational mortality improvement scales, where available, developed in each of the respective countries in which the Company holds plans.
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Summarized information on the Company's pension and other postretirement benefit plans is as follows:
Change in Projected Benefit Obligations of All Plans 2025 2024
In millions
Change in projected benefit obligations:
Benefit obligations at beginning of year $ 2,435 $ 2,704
Service cost 16 17
Interest cost 82 84
Plan participants' contributions 4 9
Actuarial changes in assumptions and experience
( 48 ) ( 49 )
Benefits paid ( 192 ) ( 208 )
Plan amendments 1 —
Transfer to Qnity at spin-off ( 411 ) —
Effect of foreign exchange rates 235 ( 122 )
Settlements/curtailments ( 66 ) —
Benefit obligations at end of year $ 2,056 $ 2,435
Change in Plan Assets and Funded Status of All Plans 2025 2024
In millions
Change in plan assets:
Fair value of plan assets at beginning of year $ 2,161 $ 2,424
Actual return on plan assets 47 ( 14 )
Employer contributions 55 51
Plan participants' contributions 4 9
Benefits paid ( 192 ) ( 208 )
Effect of foreign exchange rates 205 ( 101 )
Settlements ( 69 ) —
Transfer to Qnity at spin-off ( 346 ) —
Fair value of plan assets at end of year $ 1,865 $ 2,161
Funded status:
Plans with plan assets $ 230 $ 186
All other plans ( 421 ) ( 460 )
Funded status at end of year $ ( 191 ) $ ( 274 )
The following tables summarize the amounts recognized in the Consolidated Balance Sheets for all plans:
Amounts Recognized in the Consolidated Balance Sheets for All Plans December 31, 2025 December 31, 2024
In millions
Amounts recognized in the consolidated balance sheets:
Deferred charges and other assets $ 293 $ 291
Accrued and other current liabilities ( 47 ) ( 42 )
Pension and other postretirement benefits - noncurrent ( 437 ) ( 523 )
Net amount recognized $ ( 191 ) $ ( 274 )
Pretax amounts recognized in accumulated other comprehensive loss (income):
Net loss (gain) $ 173 $ 167
Prior service credit — ( 4 )
Pretax balance in accumulated other comprehensive loss at end of year
$ 173 $ 163
The accumulated benefit obligation for all pension plans was $ 2.0 billion and $ 2.4 billion at December 31, 2025 and December 31, 2024, respectively.
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Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets December 31, 2025 December 31, 2024
In millions
Accumulated benefit obligations $ 573 $ 646
Fair value of plan assets $ 120 $ 134
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets December 31, 2025 December 31, 2024
In millions
Projected benefit obligations $ 583 $ 683
Fair value of plan assets $ 120 $ 144
Net Periodic Benefit Costs for All Plans for the Years Ended December 31, 2025 2024 2023
In millions
Net Periodic Benefit Costs:
Service cost $ 16 $ 17 $ 25
Interest cost 82 84 99
Expected return on plan assets ( 88 ) ( 100 ) ( 92 )
Amortization of prior service credit ( 3 ) ( 3 ) ( 3 )
Amortization of unrecognized net loss (gain) 1 — ( 1 )
Curtailment/settlement/other (gain) loss ( 2 ) 1 ( 3 )
Net periodic benefit costs (credits) - Total $ 6 $ ( 1 ) $ 25
Less: Net periodic benefit costs - Discontinued operations 3 — 2
Net periodic benefit costs (credits) - Continuing operations 1
$ 3 $ ( 1 ) $ 23
Changes in plan assets and benefit obligations recognized in other comprehensive loss (income):
Net (gain) loss 2
$ ( 7 ) $ 70 $ 108
Amortization of prior service credit 3 3 3
Amortization of unrecognized (loss) gain ( 1 ) — 1
Curtailment revaluation (gain) loss ( 2 ) — —
Settlement benefit (charge) 6 ( 1 ) 3
Effect of foreign exchange rates 18 ( 1 ) 1
Transfer to Qnity at spin-off ( 1 ) — —
Plan amendments 1 — —
Total recognized in other comprehensive loss (income) $ 17 $ 71 $ 116
Total recognized in net periodic benefit costs (credits) and other comprehensive loss (income) $ 20 $ 70 $ 139
1. Refer to the separate table below for details of Net Periodic Benefit Costs for Plans in Continuing Operations.
2. The actuarial gain for the year ended December 31, 2025 was primarily due to increasing discount rates on the projected benefit obligations, partially offset by a loss on assets in excess of what was expected. The actuarial loss for the year ended December 31, 2024 was primarily due to losses on assets in excess of what was expected, partially offset by gains due to discount rates on the projected benefit obligations.
Net Periodic Benefit Costs for Plans in Continuing Operations for the Years Ended December 31, 2025 2024 2023
In millions
Net Periodic Benefit Costs:
Service cost $ 8 $ 8 $ 10
Interest cost 67 63 71
Expected return on plan assets ( 69 ) ( 73 ) ( 56 )
Amortization of prior service credit ( 2 ) ( 2 ) ( 1 )
Amortization of unrecognized net loss 2 1 1
Curtailment/settlement ( 3 ) 2 ( 2 )
Net periodic benefit costs (credits) - Continuing operations $ 3 $ ( 1 ) $ 23
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Estimated Future Benefit Payments
The estimated future benefit payments of continuing operations, reflecting expected future service, as appropriate, are presented in the following table:
Estimated Future Benefit Payments at December 31, 2025
In millions
2026 $ 164
2027 155
2028 155
2029 158
2030 153
Years 2031-2035 732
Total $ 1,517
Plan Assets
Plan assets consist primarily of equity and fixed income securities of U.S. and foreign issuers, and alternative investments such as insurance contracts, pooled investment vehicles and private market securities. At December 31, 2025, plan assets totaled $ 1.9 billion.
The Company establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. Strategic asset allocations in other countries are selected in accordance with the laws and practices of those countries. Where appropriate, asset liability studies are utilized in this process. The assets are managed by professional investment firms unrelated to the Company. Pension trust funds are permitted to enter into certain contractual arrangements generally described as derivative instruments. Derivatives are primarily used to reduce specific market risks, hedge currency and adjust portfolio duration and asset allocation in a cost-effective manner.
Equity securities primarily included investments in large- and small-cap companies located in both developed and emerging markets around the world. Global equity securities include varying market capitalization levels. U.S. equity investments are primarily large-cap companies. Fixed income securities included investment and non-investment grade corporate bonds of companies diversified across industries, U.S. treasuries, non-U.S. developed market securities, U.S. agency mortgage-backed securities, emerging market securities and fixed income related funds. Global fixed income investments include corporate-issued, government-issued and asset-backed securities. Corporate debt investments include a range of credit risk and industry diversification. U.S. fixed income investments are weighted heavier than non-U.S fixed income securities. Alternative investments primarily included investments in real estate, various insurance contracts and interest rate, equity, commodity and foreign exchange derivative investments and hedges. Other investments include cash and cash equivalents, pooled investment vehicles, hedge funds and private market securities such as interests in private equity and venture capital partnerships.
The weighted-average target allocation for plan assets of DuPont's pension plans is summarized as follows:
Target Allocation for Plan Assets at December 31, 2025 DuPont
Asset Category
Equity securities 2 %
Fixed income securities 9
Alternative investments 26
Hedge funds 17
Pooled investment vehicles 42
Other investments 4
Total 100 %
Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
For pension plan assets classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.
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For pension plan assets classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources. For other pension plan assets for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models.
For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Valuations of the investments are provided by investment managers or fund managers. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Valuations of insurance contracts are contractually determined and are based on exit price valuations or contract value. Adjustments to valuations are made where appropriate.
Certain pension plan assets are held in funds where fair value is based on an estimated net asset value per share (or its equivalent) as of the most recently available fund financial statements which are received on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Adjustments to valuations are made where appropriate to arrive at an estimated net asset value per share at the measurement date. Where available, audited annual financial statements are obtained and reviewed for the investments as support for the manager’s investment valuation. These funds are not classified within the fair value hierarchy.
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The following table summarizes the bases used to measure the Company’s pension plan assets at fair value for the years ended December 31, 2025 and 2024:
Basis of Fair Value Measurements December 31, 2025 December 31, 2024
In millions Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Cash and cash equivalents $ 18 $ 18 $ — $ — $ 52 $ 52 $ — $ —
Equity securities:
U.S. equity securities $ 19 $ 19 $ — $ — $ 20 $ 20 $ — $ —
Non - U.S. equity securities 24 24 — — 26 26 — —
Total equity securities $ 43 $ 43 $ — $ — $ 46 $ 46 $ — $ —
Fixed income securities:
Debt - government-issued $ 23 $ — $ 23 $ — $ 34 $ — $ 34 $ —
Debt - corporate-issued 4 — 4 — 4 — 4 —
Total fixed income securities $ 27 $ — $ 27 $ — $ 38 $ — $ 38 $ —
Alternative investments:
Real estate $ 90 $ — $ — $ 90 $ 75 $ — $ — $ 75
Insurance contracts 386 — — 386 468 — — 468
Derivatives - asset position 3 — 3 — — — — —
Derivatives - liability position — — — — ( 3 ) — ( 3 ) —
Total alternative investments $ 479 $ — $ 3 $ 476 $ 540 $ — $ ( 3 ) $ 543
Other Investments:
Pooled investment vehicles $ 767 $ 767 $ — $ — $ 685 $ 685 $ — $ —
Other investments 11 — $ 11 $ — — — — —
Total other investments $ 778 $ 767 $ 11 $ — $ 685 $ 685 $ — $ —
Subtotal $ 1,345 $ 828 $ 41 $ 476 $ 1,361 $ 783 $ 35 $ 543
Investments measured at net asset value:
Debt - government-issued $ 141 $ 147
Hedge funds 301 552
Private market securities 43 101
Pooled investment vehicles 10 —
Total investments measured at net asset value
$ 495 $ 800
Items to reconcile to fair value of plan assets:
Pension trust receivables 1
$ 25 $ —
Pension trust payables 2
— —
Total $ 1,865 $ 2,161
1. Primarily receivables for investment securities sold.
2. Primarily payables for investment securities purchased.
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The following table summarizes the changes in the fair value of Level 3 pension plan assets for the years ended December 31, 2025 and 2024:
Fair Value Measurement of Level 3 Pension Plan Assets Real Estate Insurance Contracts Total
In millions
Balance at January 1, 2024 $ 79 $ 524 $ 603
Actual return on assets:
Relating to assets held at December 31, 2024 ( 6 ) ( 56 ) ( 62 )
Purchases, sales and settlements, net 2 ( 3 ) ( 1 )
Transfers into Level 3 — 3 3
Balance at December 31, 2024 $ 75 $ 468 $ 543
Actual return on assets:
Relating to assets held at December 31, 2025 15 30 45
Purchases, sales and settlements, net — ( 89 ) ( 89 )
Transfers out of Level 3 1
— ( 23 ) ( 23 )
Balance at December 31, 2025 $ 90 $ 386 $ 476
1. Related to the Electronics Separation.
Defined Contribution Plans
The Company provides defined contribution benefits to its employees. The most significant is the U.S. Retirement Savings Plan ("the Plan"), which covers all U.S. full-service employees. This Plan includes a non-leveraged Employee Stock Ownership Plan ("ESOP"). Employees are not required to participate in the ESOP and those who do are free to diversify out of the ESOP. The purpose of the Plan is to provide retirement savings benefits for employees and to provide employees an opportunity to become stockholders of the Company. The Plan is a tax qualified contributory profit sharing plan, with cash or deferred arrangement and any eligible employee of the Company may participate. Currently, the Company contributes 100 percent of the first 6 percent of the employee's contribution election and also contributes 3 percent of each eligible employee's eligible compensation regardless of the employee's contribution. The Company's matching contributions vest immediately upon contribution. The 3 percent nonmatching employer contribution vests after employees complete three years of service. The Company's matching contributions to the Plan were $ 59 million in 2025 and $ 60 million in 2024. The Company's nonmatching contributions to the Plan were $ 32 million for both years ended in 2025 and 2024. In total, the Company's contributions to the Plan were $ 91 million in 2025 and $ 92 million in 2024. 2025 amounts are inclusive of Electronics Business through the spin-off and all Aramids activity related to discontinued operations. All amounts in 2024 are inclusive of Electronics Business and Aramids activity related to discontinued operations.
In addition, the Company made contributions to other defined contribution plans for both years ended in 2025 and 2024 in the amount of $ 32 million. 2025 amounts are inclusive of Electronics Business through the spin-off and Aramids activity related to discontinued operations. All amounts in 2024 are inclusive of Electronics Business and Aramids activity related to discontinued operations.
NOTE 20 - STOCK-BASED COMPENSATION
Effective with the DWDP Merger, on August 31, 2017, DowDuPont assumed all TDCC and EIDP equity incentive compensation awards outstanding immediately prior to the DWDP Merger. The TDCC and EIDP stock-based compensation plans were assumed by DowDuPont and remained in place with the ability to grant and issue DowDuPont common stock until the DWDP Distributions.
Immediately following the Corteva Distribution, DuPont adopted the DuPont Omnibus Incentive Plan ("DuPont OIP") which provides for equity-based and cash incentive awards to certain employees, directors, independent contractors and consultants. Upon adoption of the DuPont OIP, the TDCC and EIDP plans were rolled into the DuPont OIP as separate subplans and no longer granted new awards. All previously granted equity awards under these subplans have the same terms and conditions that were applicable to the awards under the TDCC and EIDP plans immediately prior to the DWDP Distributions. Due to reaching the plan term of the DuPont OIP, no further awards will be granted from the plan. Awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms.
During the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 EIP"), which allows the Company to grant options, share appreciation rights, restricted shares, restricted stock units ("RSUs"), share bonuses, other share-based awards, cash awards, each as defined in the 2020 EIP, or any combination of the foregoing. Under the 2020 EIP, a maximum of 14 million shares of common stock are available for award as of December 31, 2025. The
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approval of the 2020 Plan had no effect on the Company’s ability to make future grants under the DuPont OIP in accordance with its terms, and awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms.
A description of the Company's stock-based compensation is discussed below followed by a description of TDCC and EIDP stock-based compensation.
At the time of the M&M Divestiture, outstanding, unvested share-based compensation awards granted in 2022 and held by Employees transferred to Celanese were terminated and reissued as equity awards under the Celanese stock plan. Pre-2022 awards held by M&M Employees were settled by DuPont based on vesting conditions noted in respective grant agreements.
In connection with the Electronics Separation on November 1, 2025 (see Note 1), all outstanding stock-based compensation awards associated with Qnity employees converted into Qnity awards, became Qnity’s responsibility and were cancelled from DuPont plans, with the exception of certain awards granted to executive level employees. The conversion into Qnity awards was made with the intent to preserve the intrinsic value of each award immediately before and after the Separation. In addition, for awards associated with remaining DuPont employees, the number of shares underlying unvested stock awards was adjusted along with the exercise price and the number of shares underlying outstanding stock options. These adjustments were made with the intent to preserve the intrinsic value of each award immediately before and after the Separation and were determined using a ratio calculated using the DuPont share price based on the market closing price before and the average of the closing price from the first three days of trading after the Separation.
Certain awards that were outstanding with DuPont's executive employees prior to the separation converted into both DuPont and Qnity awards designed to mirror the DuPont and Qnity common stock that would have been held had the stock-based compensation award been outstanding. Similar to that described above, this conversion was done with the intent to preserve the intrinsic value of each award.
The terms of the outstanding awards remain the same and if unvested, continue to vest over the original vesting periods. The adjustments to shares underlying unvested stock awards and outstanding stock options did not result in a material stock-based compensation cost.
Accounting for Stock-Based Compensation
The Company grants stock-based compensation awards that vest over a specified period or upon employees meeting certain performance and/or retirement eligibility criteria. The fair value of equity instruments issued to employees is measured on the grant date. The fair value of liability instruments issued to employees is measured at the end of each quarter. The fair value of equity and liability instruments is expensed over the vesting period or, in the case of retirement, from the grant date to the date on which retirement eligibility provisions have been met and additional service is no longer required. The Company estimates expected forfeitures.
DuPont recognized share-based compensation expense in continuing operations of $ 38 million for the year ended December 31, 2025, $ 56 million for the year ended December 31, 2024 and $ 57 million for the year ended December 31, 2023, respectively. The income tax benefits related to stock-based compensation arrangements were $ 10 million, $ 12 million and $ 12 million for the years ended December 31, 2025, 2024 and 2023.
As of December 31, 2025, there was no unrecognized compensation cost as all stock option awards have vested. Total unrecognized pretax compensation cost in continuing operations related to RSUs and performance based stock units ("PSUs") of $ 50 million at December 31, 2025, is expected to be recognized over a weighted average period of 1.8 years. The total fair value of RSUs and PSUs vested in the year ended December 31, 2025 was $ 59 million. The weighted average grant-date fair value of RSUs and PSUs granted during 2025 was $ 80.37 .
DuPont 2020 Equity Incentive Plan
2020 EIP Stock Options
The exercise price of shares subject to option is equal to the market price of the Company's stock on the date of grant. Stock option awards expire 10 years after the grant date. The plan allows retirement-eligible employees of the Company to retain any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date.
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The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards and the assumptions set forth in the table below. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:
EIP Weighted-Average Assumptions 1
2022
Dividend yield 1.8 %
Expected volatility 26.4 %
Risk-free interest rate 1.9 %
Expected life of stock options granted during period (years) 6.0
1. No stock options were granted by the Company out of the EIP plan in 2025, 2024 or 2023.
The Company determines the dividend yield by dividing the annualized dividend on DuPont's common stock by the option exercise price. A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to DuPont's historical experience, adjusted for expected exercise patterns of in-the-money options.
The following table summarizes stock option activity for 2025 under the 2020 EIP:
EIP Stock Options Number of Shares
(in thousands) Weighted Average Exercise Price (per share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2025 509 $ 74.61
Exercised ( 83 ) $ 31.47
Qnity exits ( 85 ) $ 74.38
Share conversion 545 $ 53.13
Forfeited/Expired ( 4 ) $ 74.08
Outstanding at December 31, 2025 882 $ 31.58 5.98 $ 7,604
Exercisable at December 31, 2025 882 $ 31.58 5.98 $ 7,604
1. No awards were granted by the Company out of the EIP plan in 2025, 2024, and 2023.
Additional Information about EIP Stock Options 1
In millions, except per share amounts 2025 2024 2023
Weighted-average fair value per share of options granted 1
$ — $ — $ —
Total compensation expense for stock options plans 2
$ 10 $ 10 $ 10
Related tax benefit 2
$ 2 $ 2 $ 2
1. No stock options were granted by the Company out of the EIP plan in 2025, 2024, and 2023.
2. These amounts represent life to date.
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year end.
2020 EIP Restricted Stock Units and Performance Based Stock Units
The Company grants RSUs to certain employees that generally vest over a three-year period and, upon vesting, convert one -for-one to DuPont common stock. For grants issued prior to 2024, retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date. For grants issued in 2024, a retirement eligible employee retains a prorated portion of any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.
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The Company grants PSUs to senior leadership under the 2020 EIP. Vesting for PSUs granted is based upon achieving certain return on invested capital ("ROIC") targets and certain adjusted corporate net income annual growth targets, weighted evenly between the metrics and modified by a relative total shareholder return ("TSR") percentile ranking goal as compared to the S&P 500. The actual award, delivered as DuPont common stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the TSR metric, is based upon the market price of the underlying common stock as of the grant date and estimated using a Monte Carlo simulation.
Nonvested awards of RSUs and PSUs are shown below:
EIP RSUs and PSUs Number of Shares
(in thousands) Weighted Average Grant Date Fair Value
(per share)
Nonvested at January 1, 2025 2,204 $ 69.11
Granted 1,161 $ 80.37
Vested ( 921 ) $ 64.56
Qnity exits ( 666 ) $ 73.87
Share conversion 896 $ 53.84
Forfeited ( 212 ) $ 57.87
Nonvested at December 31, 2025 2,462 $ 37.57
DuPont Omnibus Incentive Plan
The DuPont OIP has two subplans that have the same terms and conditions of the TDCC and EIDP plans immediately prior to the DWDP Distributions. Awards previously granted under those plans that were nonvested will now vest in each subplan. No awards were granted by the Company out of the DuPont OIP plan in 2025, 2024 or 2023. All new awards will be granted by the EIP.
DuPont OIP Stock Options
The exercise price of shares subject to option is equal to the market price of the Company's stock on the date of grant. Stock option awards expire 10 years after the grant date. The plan allows retirement-eligible employees of the Company to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date.
The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. No awards were granted by the Company out of the DuPont OIP plan in 2025, 2024 and 2023.
The Company determines the dividend yield by dividing the annualized dividend on DuPont's common stock by the option exercise price. A historical daily measurement of volatility (using DowDuPont stock information after the DWDP Merger date and a weighted average of TDCC and EIDP prior to DWDP Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to DuPont's historical experience, adjusted for expected exercise patterns of in-the-money options.
The following table summarizes stock option activity for 2025 under the DuPont OIP:
OIP Stock Options Number of Shares
(in thousands) Weighted Average Exercise Price (per share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2025 1,390 $ 62.55
Exercised ( 292 ) $ 46.46
Qnity exits ( 251 ) $ 64.02
Share conversion 1,266 $ 43.99
Forfeited/Expired ( 18 ) $ 22.62
Outstanding at December 31, 2025 2,095 $ 26.04 4.12 $ 29,660
Exercisable at December 31, 2025 2,095 $ 26.04 4.12 $ 29,660
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Additional Information about OIP Stock Options 1
In millions, except per share amounts 2025 2024 2023
Total compensation expense for stock options plans 2
$ 23 $ 23 $ 23
Related tax benefit 2
$ 5 $ 5 $ 5
1. No awards were granted by the Company out of the OIP plan in 2025, 2024, or 2023.
2. These amounts represent life to date.
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year end.
DuPont OIP Restricted Stock Units and Performance Based Stock Units
The Company grants RSUs to certain employees that serially vested over a three-year period and, upon vesting, convert one -for-one to DuPont common stock. A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.
The Company grants PSUs to senior leadership under a subplan of the DuPont OIP. Vesting for PSUs granted is based upon achieving certain return on invested capital ("ROIC") targets and certain adjusted corporate net income annual growth targets, weighted evenly between the metrics and modified by a relative total shareholder return ("TSR") percentile ranking goal as compared to the S&P 500. The actual award, delivered as DuPont common stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the TSR metric, is based upon the market price of the underlying common stock as of the grant date and estimated using a Monte Carlo simulation.
As of December 31, 2025, there are no material nonvested awards of RSUs and no RSUs granted out of the DuPont OIP in 2025, 2024 and 2023.
TDCC Stock Incentive Plan
In connection with the DWDP Merger, on August 31, 2017 all outstanding TDCC stock options under the TDCC 2012 Stock Incentive Plan (the "2012 Plan") were converted into stock options with respect to DowDuPont Common Stock.
TDCC Stock Options
TDCC granted stock options to certain employees, subject to certain annual and individual limits, with terms of the grants fixed at the grant date. The exercise price of each stock option equals the market price of TDCC’s stock on the grant date. Options vest from one year to three years , and had a maximum term of 10 years. To measure the fair value of the awards on the date of grant, TDCC used the Black-Scholes option pricing model. No awards were granted by the Company out of the TDCC plan during 2025, 2024 and 2023.
EIDP Equity Incentive Plan
EIDP Stock Options
The exercise price of shares subject to option is equal to the market price of EIDP's stock on the date of grant. All options vest serially over a three-year period. Stock option awards expire ten years after the grant date. The plan allowed retirement-eligible employees of EIDP to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. There were no options granted out of the EIDP EIP in 2025, 2024 and 2023.
EIDP determined the dividend yield by dividing the annualized dividend on DowDuPont's Common Stock by the option exercise price. A historical daily measurement of volatility (using DowDuPont stock information after the DWDP Merger date and a weighted average of TDCC and EIDP prior to DWDP Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to EIDP's historical experience, adjusted for expected exercise patterns of in-the-money options.
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The following table summarizes stock option activity for 2025:
EIDP Stock Options Number of Shares
(in thousands) Weighted Average Exercise Price
(per share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2025 2,002 $ 73.77
Exercised ( 584 ) $ 37.93
Qnity exits ( 58 ) $ 88.02
Share conversion 1,646 $ 67.07
Forfeited/Expired ( 134 ) $ 36.75
Outstanding at December 31, 2025 2,872 $ 40.81 1.70 $ 4,881
Exercisable at December 31, 2025 2,872 $ 40.81 1.70 $ 4,881
EIDP Restricted Stock Units
EIDP issued RSUs that serially vested over a three-year period. A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. Additional RSUs were also granted periodically to key senior management employees. These RSUs generally vested over periods ranging from three years to five years . The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date. The awards have the same terms and conditions as were applicable to such equity awards immediately prior to the DWDP Merger closing date. As of December 31, 2025, there are no material nonvested awards of RSUs and no RSUs granted out of the EIDP EIP in 2025, 2024 and 2023.
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NOTE 21 - FINANCIAL INSTRUMENTS
The following table summarizes the fair value of financial instruments at December 31, 2025 and December 31, 2024:
Fair Value of Financial Instruments December 31, 2025 December 31, 2024
In millions Cost Gain Loss Fair Value Cost Gain Loss Fair Value
Cash equivalents $ 100 $ — $ — $ 100 $ 314 $ — $ — $ 314
Restricted cash equivalents 1
$ 42 $ — $ — $ 42 $ 42 $ — $ — $ 42
Total cash and restricted cash equivalents $ 142 $ — $ — $ 142 $ 356 $ — $ — $ 356
Long-term debt including debt due within one year 2
$ ( 3,134 ) $ 52 $ ( 99 ) $ ( 3,181 ) $ ( 7,171 ) $ 14 $ ( 57 ) $ ( 7,214 )
Derivatives relating to:
Net investment hedge 3
— 46 — 46 — 137 — 137
Foreign currency 4, 5
— — ( 10 ) ( 10 ) — 8 ( 8 ) —
Interest rate swap agreements 6
— — ( 42 ) ( 42 ) — — ( 206 ) ( 206 )
Total derivatives $ — $ 46 $ ( 52 ) $ ( 6 ) $ — $ 145 $ ( 214 ) $ ( 69 )
1. Refer to Note 7 and Note 16 for more information on Restricted cash equivalents.
2. At December 31, 2025 and 2024 the balance included unamortized basis adjustment of $ 35 million and $ 48 million related to the 2022 Swaps, discussed below. At December 31, 2025, the balance included a fair value hedging revaluation related to the 2022 Swaps of $ 4 million, discussed below. Fair value of long-term debt including debt due within one year is based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities and terms and represents a Level 2 fair value measurement.
3. Classified as "Deferred charges and other assets" in the Consolidated Balance Sheets.
4. Classified as "Prepaid and other current assets" and "Accrued and other current liabilities" in the Consolidated Balance Sheets.
5. Presented net of cash collateral where master netting arrangements allow.
6. The loss on the 2022 Swaps is classified as "Other noncurrent obligations" in the Consolidated Balance Sheets.
Derivative Instruments
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks. The Company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.
Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the Company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps.
The Company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The Company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.
The notional amounts of the Company's derivative instruments were as follows:
Notional Amounts December 31, 2025 December 31, 2024
In millions
Derivatives designated as hedging instruments:
Net investment hedge $ 1,000 $ 1,000
Interest rate swap agreements $ 774 $ —
Derivatives not designated as hedging instruments:
Foreign currency contracts 1
$ 1,014 $ ( 1,159 )
Interest rate swap agreements 2
$ — $ 4,150
1. Presented net of contracts bought and sold.
2. Includes notional amounts related to the 2022 Swaps and 2024 Swaps, described further below.
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Derivatives Designated in Hedging Relationships
Net Foreign Investment Hedge
In the second quarter of 2021, the Company entered into a fixed-for-fixed cross currency swaps with an aggregate notional amount totaling $ 1 billion to hedge the variability of exchange rate impacts between the U.S. Dollar and Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $ 1 billion at an interest rate of 4.73 percent for € 819 million at a weighted average interest rate of 3.26 percent. The cross-currency swap is designated as a net investment hedge and expires on November 15, 2028.
The Company has made an accounting policy election to account for the net investment hedge using the spot method. The Company has also elected to amortize the excluded components in interest expense in the related quarterly accounting period that such interest is accrued. The cross-currency swap is marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments within "Accumulated other comprehensive income" ("AOCL"), net of amounts associated with excluded components which are recognized in "Interest expense" in the Consolidated Statements of Operations.
Interest Rate Swap Agreements
In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements (the “2022 Swaps”) with an aggregate notional principal amount totaling $ 1 billion to hedge changes in the fair value of the Company’s fixed-rate notes due 2038 attributable to interest rate change movements. These swaps convert interest on the hedged portion of the 2038 Notes to a floating rate based on the Secured Overnight Financing Rate ("SOFR") through November 2032. The 2022 Swaps expire on November 15, 2032 and are carried at fair value.
On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $ 650 million aggregate principal amount of its 2038 Notes in accordance with their terms. The redemption was effective on June 15, 2024. As a result of the announced redemption, the Company dedesignated the current hedging relationship. At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $ 81 million of which $ 32 million was recognized as a component of the loss from partial extinguishment of debt recorded in "Sundry income (expense) – net" in the Consolidated Statements of Operations. The remaining $ 49 million basis adjustment is amortized to "Interest expense" in the Consolidated Statements of Operations over the remaining term of the 2038 Notes. The basis adjustment amortization recorded to "Interest expense" in the Consolidated Statement of Operations for the year ended December 31, 2024 was $ 1 million. Similarly, on November 7, 2025, DuPont redeemed an additional $ 226 million aggregate principal as part of the Special Mandatory Redemption. At the time of the Special Mandatory Redemption, the total amount recorded as a cumulative fair value basis adjustment on the 2038 notes was a loss of $ 46 million, of which $ 11 million was recognized as a component of the loss from partial extinguishment of debt recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations. As a result of the accelerated redemption, the fair value basis adjustment equaled approximately $ 35 million and the basis adjustment amortization recorded to "Interest expense" in the Consolidated Statement of Operations for the year ended December 31, 2025, was $ 2 million.
Following its actions in the fourth quarter of 2025 to achieve its post-Electronics Separation capital structure, $ 774 million aggregate principal amount of the Company's 2038 Notes remained outstanding. To align swap notional amount with the remaining debt, on November 3, 2025, the Company settled 23 percent of the notional of the 2022 Swaps related to the 2038 Notes for $ 10 million, representing the allocated fair value at settlement inclusive of accrued interest.
In November 2025, the Company redesignated 77 percent of the original 2022 Swaps as a partial-term fair value hedge of the remaining $ 774 million of the 2038 Notes through November 2032. No changes were made to the swap terms in connection with the redesignation. Upon redesignation, changes in the fair value of the hedging instruments and the hedged portion of the debt attributable to changes in the benchmark interest rate are recorded in interest expense. As of December 31, 2025, the only interest rate swaps outstanding are the redesignated 77 percent portion of the 2022 Swaps. The hedging instrument is presented at fair value within “Other noncurrent obligations,” with accrued interest presented in “Accrued and other current liabilities.”
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Derivatives not Designated in Hedging Relationships
Foreign Currency Contracts
The Company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The Company also uses foreign currency exchange contracts to offset a portion of the Company's exposure to certain foreign currency-denominated revenues so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated revenues.
Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency-denominated assets and liabilities. The amount charged on a pretax basis related to foreign currency derivatives not designated as a hedge, which was included in “Sundry income (expense) – net” in the Consolidated Statements of Operations, was a loss of $ 23 million for the year ended December 31, 2025 ($ 32 million loss for the year ended December 31, 2024 and $ 64 million loss for the year ended December 31, 2023).
Interest Rate Swap Agreements
The Company’s 2022 interest rate swap agreements (“2022 Swaps”) — including their original terms, dedesignation events, settlements, and subsequent redesignation are discussed in detail above within Derivatives Designated in Hedging Relationships. During periods when the 2022 Swaps were not designated in a qualifying hedge relationship, changes in fair value and net interest settlements were recorded in “Sundry income (expense) – net.”
In addition to the 2022 Swaps, the Company entered into two forward‑starting fixed‑to‑floating interest rate swap agreements in June 2024 (the “2024 Swaps”) that were not designated as hedging instruments. One of the 2024 Swaps converted $ 2.15 billion principal amount of the Company’s fixed‑rate notes due 2048 into floating rate debt for the portion of their terms from 2025 through 2048. The second 2024 Swap converted $ 1.0 billion principal amount of fixed‑rate notes due 2038 into floating rate debt for the portion of their terms from 2032 through 2038. Both 2024 Swaps were carried at fair value and included a mandatory early termination date of December 15, 2025. On December 31, 2024, the mark to market value of the 2024 Swaps was $ 116 million and was recorded to "Accrued and other current liabilities."
The Company settled 30 percent of the “2024 Swap” notional related to the 2048 Notes in September 2025 for approximately $ 20 million, representing the allocated fair value at the time of settlement. In November 2025, the Company settled the remaining 70 percent of the “2024 Swap” notional related to the 2048 Notes and 100 percent of the “2024 Swap” notional related to the 2038 Notes for a total of $ 92 million, also representing their respective fair values at the time of settlement.
Gains and losses related to interest rate swaps not designated as hedges — including the non‑designated periods of the 2022 Swaps and the 2024 Swaps — were recorded in “Sundry income (expense) – net.” The Company recognized a gain of $ 31 million for the year ended December 31, 2025 and a loss of $ 138 million for the year ended December 31, 2024. Cash flows associated with the settlement of non‑designated swaps are reflected within “Cash provided by operating activities – continuing operations” in the Consolidated Statements of Cash Flows.
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NOTE 22 - FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
Basis of Fair Value Measurements on a Recurring Basis of Significant Other Observable Inputs (Level 2)
December 31, 2025 December 31, 2024
In millions
Assets at fair value:
Cash equivalents 1
$ 142 $ 314
Derivatives relating to: 2
Net investment hedge 46 137
Foreign currency contracts 3
2 23
Total assets at fair value $ 190 $ 474
Liabilities at fair value:
Derivatives relating to: 2
Interest rate swap agreements 42 206
Foreign currency contracts 3
12 23
Total liabilities at fair value $ 54 $ 229
1. Time deposits included in "Cash and cash equivalents" in the Consolidated Balance Sheets are held at amortized cost, which approximates fair value. "Restricted cash and cash equivalents" and "Restricted cash and cash equivalents – noncurrent" in the Consolidated Balance Sheets at December 31, 2025 and 2024 included $ 42 million of money market funds representing Level 1 fair value measurement investments which are held at amortized cost.
2. See Note 21 for the classification of derivatives in the Consolidated Balance Sheets.
3. Assets and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Consolidated Balance Sheets. The offsetting counterparty and cash collateral amounts were $ 2 million and zero , respectively, for both assets and liabilities as of December 31, 2025. The offsetting counterparty and cash collateral amounts were $ 15 million and zero , respectively, for both assets and liabilities as of December 31, 2024.
As part of the Donatelle Acquisition, the purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $ 85 million. The contingent earn-out liability was established using a Monte Carlo simulation and the significant assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs. The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue. Changes in the fair values of the contingent earn-out liability will be recognized in "Sundry income (expense) – net" in the Consolidated Statements of Operations. The fair value of the contingent earn-out liability is reflected in “Other noncurrent obligations” on the Consolidated Balance Sheets. See Note 3 for additional information.
Basis of Fair Value Measurements on a Recurring Basis of Significant Unobservable Inputs (Level 3)
December 31, 2025 December 31, 2024
In millions
Liabilities at fair value:
Contingent earn-out liabilities
$ 21 $ 40
Total liabilities at fair value $ 21 $ 40
For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. For time deposits classified as held-to-maturity investments and reported at amortized cost, fair value is based on an observable interest rate for similar securities. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks.
For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatility obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.
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For all other assets and liabilities for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models.
There were no transfers between Levels 1 and 2 during the years ended December 31, 2025 and December 31, 2024.
Fair Value Measurements on a Nonrecurring Basis
The following table summarizes the basis used to measure certain assets at fair value on a nonrecurring basis:
Basis of Fair Value Measurements on a Nonrecurring Basis 1
Significant Other Unobservable Inputs (Level 3) Total Losses
In millions
At December 31, 2025
Assets at fair value:
Investments in nonconsolidated affiliates $ 10 $ ( 10 )
At December 31, 2023
Assets at fair value:
Goodwill $ 4,037 $ ( 668 )
1. The Company did not incur any losses associated with fair value measurements on a nonrecurring basis for the years ended December 31, 2025 and 2024.
2025 Fair Value Measurements on a Nonrecurring Basis
During the fourth quarter of 2025, the Company recorded an impairment charge related to an investment in nonconsolidated affiliate within the Diversified Industrials and Healthcare & Water Technologies segments. The impairment analysis was performed using Level 3 inputs within the fair value hierarchy.
During the third quarter of 2025 and updated in the fourth quarter of 2025, in relation to the Aramids Divestiture meeting the criteria to be classified as held for sale, the Company recorded a valuation allowance against the Aramids Business assets held for sale. The impairment analysis was performed using Level 3 inputs within the fair value hierarchy. See Note 4 for further discussion.
During the first quarter of 2025, the Company recorded an impairment charge related to goodwill within the Aramids reporting unit presented within discontinued operations. The impairment analysis was performed using Level 3 inputs within the fair value hierarchy. See Note 14 for further discussion.
2023 Fair Value Measurements on a Nonrecurring Basis
During the fourth quarter of 2023, the Company recorded an impairment charge related to goodwill within the Diversified Industrials segment. The impairment analysis was performed using Level 3 inputs within the fair value hierarchy. See Note 14 for further discussion.
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NOTE 23 - SEGMENTS AND GEOGRAPHIC REGIONS
The Company's segments are aligned with the market verticals they serve, while maintaining integration and innovation strengths within strategic value chains. DuPont is comprised of two operating segments: Healthcare & Water Technologies and Diversified Industrials. Major products by segment include: Healthcare & Water Technologies (specialty components for medical devices, TYVEK ® medical packaging and garments, TYCHEM ® protective suits, AMBERLITE™ ion exchange resins, FILMTEC™ reverse osmosis and nanofiltration elements and INGE™ and ITEGRATEC™ ultrafiltration modules); and Diversified Industrials (TYVEK ® house wrap, STYROFOAM™ insulation, CORIAN ® solid surface, Vespel ® shapes and parts, MOLYKOTE ® specialty lubricants, BETAFORCE™ and BETASEAL™ structural adhesives and Cyrel ® flexographic printing plates). The Company operates globally in substantially all of its product lines. Transfers of products between operating segments are generally valued at cost, to the extent such transfers are applicable.
The revenues and certain expenses of the M&M Divestitures, Aramids Business, and Electronics Business are classified as discontinued operations in the current and historical periods. Corporate includes DuPont's equity interest in Derby Holdings Group related to the Delrin ® Divestiture.
The costs of the M&M Businesses, Aramids Business, and Electronics Business that are classified as discontinued operations include only direct operating expenses incurred by the businesses. Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, Aramids Business, and Electronics Business, do not meet the criteria for discontinued operations and are reported within continuing operations. A portion of these indirect costs include costs related to activities the Company will or continues to undertake post-closing of the M&M Divestitures, Aramids Divestiture, and Electronics Separation, and for which it is or will be reimbursed (“Future Reimbursable Indirect Costs”). Future Reimbursable Indirect Costs are reported within continuing operations in Corporate but are excluded from Operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate and are included within Operating EBITDA.
The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM"), the Chief Executive Officer, assesses performance and allocates resources. The CODM utilizes Operating EBITDA to assess financial performance and allocate resources by comparing actual results to historical and previously forecasted results. The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, excluding future reimbursable indirect costs, remediation costs associated with divested businesses, and is adjusted for significant items. Reconciliations of these measures are provided on the following pages.
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Sales are attributed to geographic regions based on customer location; long-lived assets are attributed to geographic regions based on asset location.
Net Trade Revenue by Geographic Region 2025 2024 2023
(In millions) For the years ended December 31,
United States $ 3,188 $ 3,139 $ 2,917
Canada 227 232 229
EMEA 1
1,468 1,379 1,383
Asia Pacific 2
1,640 1,647 1,754
Latin America 326 322 331
Total $ 6,849 $ 6,719 $ 6,614
1. Europe, Middle East and Africa.
2. Net sales attributed to China/Hong Kong, for the years ended December 31, 2025, 2024 and 2023 were $ 708 million, $ 763 million, and $ 851 million, respectively.
Long-lived Assets by Geographic Region December 31,
In millions 2025 2024 2023
United States $ 1,964 2,106 2,119
Canada 24 24 21
EMEA 1
1,151 1,045 1,100
Asia Pacific 288 247 293
Latin America 37 32 34
Total $ 3,464 $ 3,454 $ 3,567
1. Europe, Middle East and Africa.
2. Long-lived assets of Luxembourg, for the years ended December 31, 2025, 2024 and 2023 were $ 784 million, $ 716 million, and $ 770 million, respectively.
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Segment Revenue, Significant Segment Expenses and Segment Operating EBITDA For the years ended December 31,
2025 2024 2023
In millions Healthcare & Water Technologies Diversified Industrials Healthcare & Water Technologies Diversified Industrials Healthcare & Water Technologies Diversified Industrials
Segment net sales $ 3,233 $ 3,616 $ 2,976 $ 3,743 $ 2,919 $ 3,695
Less 1 :
Cost of sales $ 2,013 $ 2,422 $ 1,893 $ 2,506 $ 1,839 $ 2,557
Selling, general and administrative expenses 350 447 329 438 286 391
Research and development expenses 81 93 84 91 75 87
Amortization of intangibles & other segment items 2
189 97 179 115 170 92
Add:
Equity in earnings of nonconsolidated affiliates $ 2 $ ( 1 ) $ 1 $ 1 $ 1 $ —
Depreciation and amortization 3
370 244 352 245 316 224
Segment Operating EBITDA $ 972 $ 800 $ 844 $ 839 $ 866 $ 792
1. The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
2. Other segment items include immaterial other gains or losses and miscellaneous income and expenses.
3. Depreciation is a reconciling item to Segment Operating EBITDA as it is included within Cost of sales, "Selling, general and administrative expenses" and "Research and development expenses".
Total reportable segment net sales are $ 6,849 million, $ 6,719 million and $ 6,614 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Reconciliation of Segment Operating EBITDA to Income from continuing operations before income taxes For the years ended December 31,
In millions 2025 2024 2023
Healthcare & Water Technologies Segment Operating EBITDA $ 972 $ 844 $ 866
Diversified Industrials Segment Operating EBITDA 800 839 792
Reportable Segment Operating EBITDA $ 1,772 $ 1,683 $ 1,658
+ Corporate Operating EBITDA 1
$ ( 144 ) $ ( 152 ) $ ( 114 )
- Depreciation and amortization 647 635 580
+ Interest income 2
72 74 155
- Interest expense 3
311 365 396
+ Non-operating pension/OPEB benefit credits (costs) 1
5 9 ( 13 )
+ Foreign exchange gains (losses), net 1
( 34 ) ( 3 ) ( 77 )
- Future reimbursable indirect costs 89 100 106
- Remediation costs associated with divested businesses 12 14 22
+ Significant items charge ( 412 ) ( 380 ) ( 784 )
Income from continuing operations before income taxes $ 200 $ 117 $ ( 279 )
1. Corporate includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses, DuPont's equity interest in Derby related to the Delrin® Divestiture and other costs not absorbed by reportable segments.
2. The year ended December 31, 2025 excludes accrued interest income earned on employee retention credits and interest earned on cash held in escrow associated with the Qnity financing. Refer to details of significant items below.
3. The year ended December 31, 2025 excludes interest rate swap basis amortization. Refer to details of significant items below.
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The following tables summarize the pre-tax impact of significant items that are excluded from Operating EBITDA above:
Significant Items for the Year Ended December 31, 2025 Healthcare & Water Technologies Diversified Industrials Corporate Total
In millions
Restructuring and asset related charges - net 1
$ ( 16 ) $ ( 22 ) $ ( 113 ) $ ( 151 )
Acquisition, integration and separation costs 2
— — ( 203 ) ( 203 )
Interest rate swap mark-to-market gain 3
— — 29 29
Loss on debt extinguishment 4
— — ( 114 ) ( 114 )
Qnity financing 5
— — 15 15
Other benefit (credits), net 6
( 3 ) — 15 12
Total $ ( 19 ) $ ( 22 ) $ ( 371 ) $ ( 412 )
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Acquisition, integration and separation costs related primarily to the Electronics Separation.
3. The twelve months ended December 31, 2025 includes the non-cash mark-to-market net gain related to the 2022 Swaps and 2024 Swaps offset by the interest settlement loss on the 2022 Swaps. The year ended December 31, 2025 also includes basis amortization on the 2022 Swaps ($ 2 million pre-tax, reflected in "Interest expense" within the Consolidated Statements of Operations). See Note 21 for additional information.
4. The year ended December 31, 2025 includes $ 15 million of treasury transaction-related fees in addition to $ 99 million loss on debt extinguishment related to the Debt Exchange, Special Mandatory Redemption, Consent Solicitation and Tender Offer. Refer to Note 15 for further details.
5. Reflects interest income earned on cash held in escrow associated with the Qnity notes. See Note 15 for additional information.
6. Includes benefits related to an adjustment of the Donatelle contingent earn-out liability ($ 19 million pre-tax benefit), accrued interest earned on employee retention credits ($ 11 million pre-tax benefit) and a benefit related to an indemnification receivable for a tax matter ($ 3 million pre-tax benefit), offset by legal costs within the Healthcare & Water Technologies segment associated with a pending intellectual property matter ($ 22 million pre-tax cost).
Significant Items for the Year Ended December 31, 2024 Healthcare & Water Technologies Diversified Industrials Corporate Total
In millions
Restructuring and asset related charges - net 1
$ ( 2 ) $ ( 55 ) $ — $ ( 57 )
Inventory write-offs 2
( 25 ) — — ( 25 )
Acquisition, integration and separation costs 3
( 12 ) — ( 78 ) ( 90 )
Loss on debt extinguishment 4
— — ( 74 ) ( 74 )
Interest rate swap mark-to-market loss 5
— — ( 139 ) ( 139 )
Income tax items 6
— — 7 7
Other benefit (credits), net 7
( 2 ) — — ( 2 )
Total $ ( 41 ) $ ( 55 ) $ ( 284 ) $ ( 380 )
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Reflects inventory write-offs recorded in “Cost of sales” in connection with restructuring actions. See Note 6 for additional information.
3. Acquisition, integration and separation costs related primarily to the Electronics Separation.
4. Reflects the loss on extinguishment of debt related to the partial redemption of an aggregate principal amount of the 2038 Notes. Refer to Note 15 for further details.
5. Includes the non-cash mark-to-market loss related to the 2022 Swaps and 2024 Swaps including the interest settlement loss on the 2022 Swaps and basis amortization on the 2022 Swaps ($ 1 million pre-tax, reflected in "Interest expense" within the Consolidated Statements of Operations). Refer to Note 21 for further details.
6. Reflects the impact of an international tax audit.
7. Reflects the amortization of an inventory step-up adjustment related the Donatelle Acquisition.
Significant Items for the Year Ended December 31, 2023 Healthcare & Water Technologies Diversified Industrials Corporate Total
In millions
Restructuring and asset related charges - net 1
$ ( 22 ) $ ( 20 ) $ ( 57 ) $ ( 99 )
Acquisition, integration and separation costs 2
( 19 ) — — ( 19 )
Goodwill impairment charges 3
— ( 668 ) — ( 668 )
Other benefit (credits), net 4
— 1 1 2
Total $ ( 41 ) $ ( 687 ) $ ( 56 ) $ ( 784 )
1. Includes restructuring actions and asset related charges. See Note 6 for additional information.
2. Acquisition, integration and separation costs related to the Spectrum Acquisition.
3. Reflects a non-cash goodwill impairment charge in the Protection Reporting unit (aggregation of Safety and Shelter businesses).
4. Includes a gain on divestiture reflected in "Sundry income (expense) – net."
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Segment and Corporate Information Healthcare & Water Technologies Diversified Industrials Corporate Total
In millions
For the Year Ended December 31, 2025
Assets of continuing operations $ 9,463 $ 7,512 $ 2,744 $ 19,719
Investment in nonconsolidated affiliates — — 111 111
Capital expenditures 133 162 — 295
For the Year Ended December 31, 2024
Assets of continuing operations $ 8,994 $ 7,093 $ 4,169 $ 20,256
Investment in nonconsolidated affiliates 2 8 116 126
Capital expenditures 141 153 — 294
For the Year Ended December 31, 2023
Assets of continuing operations $ 9,004 $ 7,402 $ 5,398 $ 21,804
Investment in nonconsolidated affiliates 1 8 121 130
Capital expenditures 152 142 — 294
Total Asset Reconciliation at December 31, 2025 2024 2023
In millions
Assets of continuing operations $ 19,719 $ 20,256 $ 21,804
Assets of discontinued operations 1,856 16,380 16,748
Total assets $ 21,575 $ 36,636 $ 38,552
Capital Expenditure Reconciliation to Consolidated Financial Statements For the years ended December 31,
In millions 2025 2024 2023
Segment and Corporate Totals $ 295 $ 294 $ 294
Other 1
38 ( 9 ) 8
Total $ 333 $ 285 $ 302
1. Reflects the incremental cash spent or unpaid on capital expenditures; total capital expenditures are presented on a cash basis.
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NOTE 24 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
As discussed in Note 4, as a result of the Electronics Separation and Aramids Divestiture, historical net income of the Electronics and Aramids businesses are reported in DuPont's consolidated financial statements as discontinued operations. The below provides unaudited summarized quarterly financial information on this basis to allow for meaningful comparison of continuing operations.
Quarterly Financial Information (Unaudited) First Quarter Second Quarter Third Quarter Fourth Quarter
In millions
Year ending December 31, 2025:
Net sales $ 1,612 $ 1,749 $ 1,795 $ 1,693
Cost of sales 1,069 1,143 1,179 1,095
Income (loss) from continuing operations before income taxes $ 97 $ 78 $ 91 $ ( 66 )
Income (loss) from continuing operations, net of tax $ 80 $ 24 $ 102 $ ( 108 )
(Loss) income from discontinued operations, net of tax $ ( 661 ) $ 46 $ ( 209 ) $ ( 12 )
Net (loss) income $ ( 581 ) $ 70 $ ( 107 ) $ ( 120 )
Net (loss) income available for DuPont common stockholders $ ( 589 ) $ 59 $ ( 123 ) $ ( 126 )
Per common share data:
Earnings (loss) per common share from continuing operations - basic 1
$ 0.19 $ 0.06 $ 0.23 $ ( 0.27 )
(Loss) earnings per common share from discontinued operations - basic 1
( 1.59 ) 0.08 ( 0.53 ) ( 0.03 )
(Loss) earnings per common share - basic 1
$ ( 1.41 ) $ 0.14 $ ( 0.29 ) $ ( 0.30 )
Earnings (loss) per common share from continuing operations - diluted 1
$ 0.19 $ 0.06 $ 0.23 $ ( 0.27 )
(Loss) earnings per common share from discontinued operations - diluted 1
( 1.59 ) 0.08 ( 0.53 ) ( 0.03 )
(Loss) earnings per common share - diluted 1
$ ( 1.40 ) $ 0.14 $ ( 0.29 ) $ ( 0.30 )
Year ending December 31, 2024:
Net sales $ 1,599 $ 1,717 $ 1,714 $ 1,689
Cost of sales 1,098 1,131 1,134 1,136
Income (loss) from continuing operations before income taxes $ 28 $ 1 $ 287 $ ( 199 )
Income (loss) from continuing operations, net of tax $ 2 $ ( 28 ) $ 221 $ ( 291 )
Income from discontinued operations, net of tax $ 196 $ 210 $ 243 $ 185
Net income (loss) $ 198 $ 182 $ 464 $ ( 106 )
Net income (loss) available for DuPont common stockholders $ 188 $ 178 $ 454 $ ( 117 )
Per common share data:
Earnings (loss) per common share from continuing operations - basic 1
$ — $ ( 0.06 ) $ 0.53 $ ( 0.70 )
Earnings per common share from discontinued operations - basic 1
0.44 0.49 0.56 0.42
Earnings (loss) per common share - basic 1
$ 0.44 $ 0.43 $ 1.09 $ ( 0.28 )
Earnings (loss) per common share from continuing operations - diluted 1
$ — $ ( 0.06 ) $ 0.52 $ ( 0.70 )
Earnings per common share from discontinued operations - diluted 1
0.44 0.49 0.56 0.42
Earnings (loss) per common share - diluted 1
$ 0.44 $ 0.43 $ 1.08 $ ( 0.28 )
1. Earnings (loss) per share amounts for the year may not equal the sum of the quarterly earnings (loss) per common share amounts due to the change in average share calculations.
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