DuPont de Nemours, Inc.
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
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Jun 30, 2026 · Filed Aug 4, 2026
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Divestitures
NOTE 3 -DIVESTITURES
On April 1, 2026, DuPont completed the Aramids Divestiture to Arclin, a portfolio company of an affiliate of TJC, in a transaction for gross consideration of $1.8 billion. In accordance with the transaction agreement, at the closing of the Aramids Divestiture DuPont received pre-tax cash proceeds of approximately $1.2 billion, subject to customary transaction adjustments, an interest bearing note receivable of $300 million (the "Aramids Note Receivable"), and acquired a common equity interest (the "Aramids Equity Consideration") of approximately 16 percent valued at $325 million in the New Arclin U.S. Holding Corp. ("Arclin"). Arclin holds the Arclin global materials business and the Aramids Business. The Company determined that the sale of the Aramids Business represented a strategic shift that has had a major effect on the Company’s operations and results.
The results of operations of the Aramids Divestiture are presented as discontinued operations as summarized below:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| In millions | 2026 | 2025 | 2026 | 2025 |
| Net sales | $— | $339 | $349 | $675 |
| Cost of sales | (17) | 269 | 263 | 536 |
| Research and development expenses | — | 7 | 7 | 15 |
| Selling, general and administrative expenses | — | 18 | 9 | 35 |
| Amortization of intangibles | — | 16 | — | 32 |
| Restructuring and asset related charges – net | — | — | 4 | 2 |
| Goodwill impairment charges | — | — | — | 768 |
| Acquisition, integration and separation costs | 19 | 25 | 19 | 35 |
| Equity in earnings of nonconsolidated affiliates | — | 8 | 6 | 13 |
| Sundry income (expense) – net | — | 1 | (3) | 2 |
| Gain on discontinued operations | (82) | — | (66) | — |
| Income (loss) from discontinued operations before income taxes | $80 | $13 | $116 | $(733) |
| Provision for income taxes on discontinued operations | 23 | 6 | 25 | 14 |
| Income (loss) from discontinued operations, net of tax | $57 | $7 | $91 | $(747) |
| Income from discontinued operations attributable to noncontrolling interests | — | 1 | — | 1 |
| Income (loss) from discontinued operations attributable to DuPont stockholders | $57 | $6 | $91 | $(748) |
As a result of the Aramids Divestiture, the Company incurred a total $378 million loss on the sale, which includes a $82 million gain recognized in the second quarter of 2026 when the carrying value of the Aramids Business’ disposal group was finalized. As part of the transaction, the Company initially recorded the 16 percent equity interest and the $300 million note receivable at fair values of $325 million and $183 million, respectively, which are recorded in "Investments and noncurrent receivables" in the interim Condensed Consolidated Balance Sheets. The Aramids Equity Consideration fair value was determined using a contractually agreed-upon value per the transaction agreement. 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 financial results of Arclin, subsequent to the transaction date, will be 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. Refer to Note 10 for additional information.
The following table summarizes the major classes of assets and liabilities of the Aramids Divestiture presented as discontinued operations at December 31, 2025:
| In millions | December 31, 2025 |
|---|---|
| Assets | |
| Cash and cash equivalents | $3 |
| Accounts and notes receivable – net | 230 |
| Inventories | 453 |
| Prepaid and other current assets | 16 |
| Property, plant and equipment – net | 769 |
| Other intangible assets | 496 |
| Investments and noncurrent receivables | 201 |
| Deferred income tax assets | 4 |
| Deferred charges and other assets | 90 |
| Valuation allowance to adjust assets to estimated fair value less costs to sell | (406) |
| Total assets of discontinued operations | $1,856 |
| Liabilities | |
| Accounts payable | $169 |
| Income taxes payable | 8 |
| Accrued and other current liabilities | 60 |
| Deferred income tax liabilities | 33 |
| Pension and other post-employment benefits – noncurrent | 5 |
| Other noncurrent liabilities | 39 |
| Total liabilities of discontinued operations | $314 |
On November 1, 2025, the Company completed the Electronics Separation. In connection with the Electronics Separation, Qnity paid a cash distribution to DuPont of approximately $4.1 billion. Certain internal distributions and reorganizations, as well as 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:
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | |
|---|---|---|
| In millions | ||
| Net sales | $1,170 | $2,288 |
| Cost of sales | 628 | 1,212 |
| Research and development expenses | 84 | 163 |
| Selling, general and administrative expenses | 126 | 244 |
| Amortization of intangibles | 50 | 105 |
| Restructuring and asset related charges – net | 2 | 8 |
| Acquisition, integration and separation costs | 74 | 139 |
| Equity in earnings of nonconsolidated affiliates | 13 | 22 |
| Sundry income (expense) - net | (3) | (3) |
| Income from discontinued operations before income taxes | $216 | $436 |
| Provision for income taxes on discontinued operations | 8 | 101 |
| Income from discontinued operations, net of tax | $208 | $335 |
| Income from discontinued operations attributable to noncontrolling interests | 10 | 16 |
| Income from discontinued operations attributable to DuPont stockholders | $198 | $319 |
Agreements with Qnity
In connection with the Qnity Distribution, DuPont and/or certain of its affiliates entered into certain agreements with Qnity and/or certain of its affiliates that provide for the allocation of DuPont's assets, employees, liabilities and obligations among DuPont and Qnity and a framework for DuPont's relationship with Qnity following the Qnity Distribution, including each of the following:
Electronics Separation and Distribution Agreement: The Electronics Separation and Distribution Agreement 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.
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: 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: The Intellectual Property 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 the 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 Qnity Distribution.
Transition Services Agreements: The Transition Services Agreements require the Company and Qnity to provide certain transitional services to Qnity and the Company, respectively. Each party will reimburse each other for services provided under the applicable Transition Services Agreement.
Legacy Liabilities Assignment Agreement: The Legacy Liabilities Assignment Agreement provides that 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 (the "Letter Agreement"), by and between the Company (f/k/a DowDuPont Inc. ("DWDP")) and Corteva, Inc. (the "Corteva") and any funding obligations of the Company under that certain Memorandum of Understanding, dated as of January 22, 2021 (the "MOU"), by and among the Company, Corteva, E. I. du Pont de Nemours ("EIDP") and Company and The Chemours Company ("Chemours"), 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). On December 2, 2025, the Company and Qnity determined and agreed, pursuant to the Electronics Separation and Distribution Agreement, that DuPont’s Applicable Percentage is 56 percent and Qnity’s is 44 percent. For more information on the Letter Agreement and the MOU, see the discussion in Note 13.
Indemnifications
In connection with the Qnity Distribution, Qnity and DuPont agreed to indemnify one another against certain litigation, environmental, income tax, and other liabilities. The Company has recognized the following indemnification assets and indemnification liabilities associated with Qnity:
| Indemnification Assets and Liabilities Associated with Qnity | |||
|---|---|---|---|
| In millions | June 30, 2026 | December 31, 2025 | Balance Sheet Classification |
| Current indemnification assets | $153 | $159 | Accounts and notes receivable — net |
| Long-term indemnification assets | 298 | 248 | Deferred charges and other assets |
| Total indemnification assets associated with Qnity | $451 | $407 | |
| Current indemnification liabilities | $209 | $199 | Accrued and other current liabilities |
| Long-term indemnification liabilities | 92 | 95 | Other noncurrent obligations |
| Total indemnification liabilities associated with Qnity | $301 | $294 | |
Other Discontinued Operations Activity
The Company recorded a loss of $44 million and income of $46 million from discontinued operations, net of tax, and for the three months ended June 30, 2026 and 2025, respectively, and loss of $30 million and $615 million for the six months ended June 30, 2026 and 2025, respectively.
Discontinued operations activity consists of the following:
| (Loss) Income from Discontinued Operations, Net of Tax | Three Months Ended June 30, | Six Months Ended June 30, | ||
|---|---|---|---|---|
| In millions | 2026 | 2025 | 2026 | 2025 |
| Electronics Separation | $(1) | $208 | $(9) | $335 |
| Aramids Divestiture 1 | 57 | 7 | 91 | (747) |
| MOU activity, net 2 | (154) | (165) | (161) | (179) |
| Other indemnification activity - environmental and legal 3 | 67 | (2) | 68 | (21) |
| Tax related matters 4 | (10) | 2 | (9) | 2 |
| Other | (3) | (4) | (10) | (5) |
| (Loss) income from discontinued operations, net of tax 5 | $(44) | $46 | $(30) | $(615) |
The six months ended June 30, 2025 primarily reflects goodwill impairment charges of $768 million.
For additional information on activity relating to the MOU, refer to Note 13. The three and six months ended June 30, 2026 includes a charge related to the State of North Carolina legal matters discussed further in Note 13. The three and six months ended June 30, 2025 includes a charge related to the State of New Jersey legal matters discussed further in Note 13.
Primarily related to the DWDP Separation and Distribution Agreement, the Letter Agreement, and the Electronics Separation and Distribution Agreement. For additional information on these matters, refer to Note 13.
Amounts include tax indemnifications.
Amounts for the three and six months ended June 30, 2026 are presented net of tax benefit of $28 million and $43 million, respectively. The three and six months ended June 30, 2025 amounts are presented net of tax benefit of $22 million and net of tax provision of $79 million, respectively.
Acquisition, Integration and Separation Costs
"Acquisition, integration and separation costs" within the interim Consolidated Statements of Operations primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees, other contractual transaction payments, and certain costs to achieve cost savings targets following the Electronics Separation and the Aramids Divestiture. The Company recorded $7 million and $55 million in costs for the three months ended June 30, 2026 and 2025, respectively, and $7 million and $105 million for the six months ended June 30, 2026 and 2025, respectively. In 2026, these costs were related to certain costs to achieve cost savings targets following the Electronics Separation and the Aramids Divestiture. In 2025, these costs were primarily related to preparations for the Electronics Separation and Aramids Divestiture.
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