DuPont de Nemours, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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Acquisitions
NOTE 3 -ACQUISITIONS
Sinochem Acquisition
On September 29, 2025, DuPont signed an agreement to acquire Sinochem (Ningbo) RO Memtech Co., Ltd. ("Sinochem"). Sinochem is a reverse osmosis manufacturer in China and the Asia Pacific region, (the “Sinochem Acquisition”). A $56 million prepayment, paid with existing cash balances, was executed in September which is reflected within “Prepaid and other current assets” in the interim Condensed Consolidated Balance Sheets. The transaction closed on October 10, 2025, subsequent to quarter end and will be part of the Healthcare & Water Technologies segment after the Q4 2025 Segment Realignment.
The Company will apply the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” to the Sinochem Acquisition which requires that the Sinochem assets acquired and liabilities assumed be recognized on the Company’s balance sheet at their respective fair values as of the acquisition date. The Company expects to complete the preliminary purchase price allocation for the business combination during the fourth quarter of 2025. Due to the timing of the acquisition, as of the date of issuance of these interim Consolidated Financial Statements, the Company is not yet able to provide the amounts recognized as of the acquisition date for major classes of Sinochem assets acquired and liabilities assumed.
Donatelle Plastics Acquisition
On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC and certain related real estate (together, "Donatelle Plastics"), for a net purchase price of$365 million (the "Donatelle Plastics Acquisition") which includes the estimated fair value fora contingent earn-out liability of $40 million, further discussed below. Donatelle Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices. Donatelle Plastics is part of the Healthcare & Water Technologies business within the IndustrialsCo segment.
The purchase accounting and purchase price allocation for Donatelle Plastics are complete. The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase allocation is considered final. The fair values allocated to the assets acquired and liabilities assumed on July 28, 2024 include total assets of $268 million and total liabilities of $17 million. The goodwill acquired as part of the Donatelle Plastics Acquisition was $114 million resulting in total net consideration of $365 million. The fair value of total assets acquired primarily includes $201 million of other intangible assets and $36 million of property plant and equipment. The remaining assets acquired primarily include cash and cash equivalents and inventory.
The significant fair value estimates included in the allocation of purchase price are discussed below.
Other Intangible Assets
Other intangible assets with definite lives primarily include customer relationships of $151 million and developed technology of $47 million. Customer relationships and developed technology have useful lives of 20 years and 15 years, respectively. The customer-related intangible assets' estimated fair value was determined using the multi-period excess earnings method while the developed technology fair values were determined utilizing the relief from royalty method.
Goodwill
The excess of the consideration for Donatelle Plastics over the net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $114 million of goodwill, which has been assigned to the IndustrialsCo segment. Goodwill is primarily attributable to the optimization of the combined Healthcare & Water Technologies business within IndustrialsCo segment and Donatelle Plastics businesses’ global activities across sales and manufacturing, as well as expected future customer relationships. The goodwill associated with the acquisition of Donatelle Plastics is deductible for U.S. tax purposes.
Contingent Earn-out Liability
The purchase agreement includes annual contingent earn-out payments based upon customer specific revenue generated through December 31, 2029, with total accumulated earn-out payments of up to $85 million. The contingent earn-out liability was measured using a Monte Carlo simulation and the primary assumption used is the estimated likelihood the customer specific revenue is earned. The contingent earn-out liability estimate represents a recurring fair value measurement with significant unobservable inputs, considered to be Level 3 measurements under the fair value hierarchy. The fair value of the contingent earn-out liability at the acquisition date was $40 million.
The fair value of the contingent earn-out liability is sensitive to changes in the interest rates, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the customer specific revenue. The Company recognized an adjustment to reflect the latest developments in the future achievement of the customer specific revenue being earned. For the three and nine months ended September 30, 2025, this adjustment resulted in a benefit of $7 million and $19 million, respectively, reflected in "Sundry income (expense) - net" within the interim Consolidated Statements of Operations. The fair value of the contingent earn-out liability at September 30, 2025 and December 31, 2024 was $21 million and $40 million, respectively, reflected in “Other noncurrent obligations” on the interim Condensed Consolidated Balance Sheets.
The Company evaluated the disclosure requirements under ASC 805, Business Combinations and determined Donatelle Plastics was not considered a material business combination for purposes of disclosing either the earnings of Donatelle Plastics since the date of acquisition or supplemental pro forma information.
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