Intended Electronics Separation
On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of its Electronics business, which includes its semiconductor technologies and interconnect solutions businesses (the “Intended Electronics Separation”) by way of a spin-off transaction, thereby creating a new independent public company (“Qnity Electronics, Inc.” or “Qnity”). The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont’s Board of Directors, receipt of tax opinion from counsel, the completion and effectiveness of the Form 10 registration statement filed with the SEC, applicable regulatory approvals and satisfactory completion of financing.
Effective as of the beginning of the first quarter of 2025, in light of the Intended Electronics Separation, the Company realigned its management and reporting structure. This realignment resulted in a change in reportable segments in the first quarter of 2025 which changed the manner in which the Company reports financial results by segment. As a result, commencing with the first quarter of 2025, the businesses to be separated as part of the Intended Electronics Separation are reported separately from the other businesses of DuPont. DuPont’s most recent Consolidated Financial Statements have been recast for all periods presented to reflect the new two segment reporting structure.
The Intended Electronics Separation is not conditioned upon the completion of any of the Exchange Offers or Consent Solicitations, and none of the Exchange Offers or Consent Solicitations are conditioned upon the completion of the Intended Electronics Separation.
Qnity will enter into a Separation and Distribution Agreement with DuPont (the “Separation Agreement”), which will contain, among other things, the principles governing and the terms specifying the reorganization and separation of DuPont into its Electronics and Industrials businesses. Pursuant to the Separation Agreement, it is a condition to the consummation of the Intended Electronics Separation that Qnity complete a distribution to DuPont (the “Qnity Cash Distribution”) of approximately $4.122 billion, inclusive of $22 million of costs related to Qnity's notes issuance on August 15, 2025, plus the pre-funded interest on the Qnity notes through March 31, 2026 of $66 million (and any investment returns on any amounts held in escrow in respect of the Qnity notes issuance). The Qnity Cash Distribution is expected to be funded through a combination of the net proceeds of such Qnity notes issuance and borrowings under a senior secured term loan facility expected to be entered into by Qnity, as well as cash Qnity has on hand (which itself will be funded by initial contributions to Qnity by DuPont and from operations). For additional information regarding the Qnity notes issuance or the Qnity Cash Distribution, see the sections entitled “Recent Developments—Qnity Notes” and “Unaudited Pro Forma Financial Information”.
Under the Separation Agreement, among other things, Qnity will be contractually allocated, and directly pay or indemnify DuPont for, the Applicable Qnity Percentage (as defined below) of certain legacy liabilities and funding obligations. As to funding obligations, pursuant to a cost sharing arrangement related to future eligible PFAS costs entered into on January 22, 2021 by and among DuPont, Corteva and Chemours (the “Memorandum of Understanding”), DuPont is obligated to bear up to approximately $1.4 billion of Qualified Spend (as defined in the Memorandum of Understanding). As of June 30, 2025, DuPont has borne Qualified Spend of approximately $645 million and has recorded an indemnification liability for probable and reasonably estimable future Qualified Spend of $217 million. Additionally, as of June 30, 2025, DuPont has recognized a liability of $177 million, estimated in accordance with the Memorandum of Understanding, related to the NJ Settlement discussed below under the section entitled “Recent Developments”.
As to certain legacy and other liabilities allocated between DuPont and Corteva, pursuant to a letter agreement entered into on June 1, 2019 by and between DuPont and Corteva (the “Corteva Letter Agreement”), DuPont has recognized an accrual in respect of Legacy Liabilities (as defined in the Corteva Letter Agreement) (excluding, for the avoidance of doubt, Qualified Spend under the Memorandum of Understanding) of $33 million, as of June 30, 2025.
The Separation Agreement, among other things, provides for the allocation to Qnity of a portion of these legacy liabilities and funding obligations equal to the “Applicable Qnity Percentage”, which is the percentage that is equal to (a) the quotient of (i) the Pro Forma Operating EBITDA attributable to the Electronics business and assets (measured at the time of the distribution, but prior to giving effect to the distribution), divided by (ii) the Pro Forma Operating EBITDA (measured at the time of the distribution, but prior to giving effect to the distribution) of DuPont, multiplied by (b) 100. The exact calculation of the Applicable Qnity Percentage will not be determinable
until after the distribution and will depend on many factors, including the relative performance of the Electronics business and the performance of DuPont as measured immediately prior to the distribution and whether either Qnity or DuPont undertake strategic initiatives prior to the distribution. DuPont and Qnity intend to publicly disclose the actual numeric value of the Applicable Qnity Percentage and the Applicable DuPont Percentage once determined after the distribution. DuPont’s portion of these legacy liabilities and funding obligations is equal to the “Applicable DuPont Percentage”, which is the percentage equal to (a) 100%, minus (b) the Applicable Qnity Percentage. For additional information regarding the Applicable Qnity Percentage or Applicable DuPont Percentage, see “Unaudited Pro Forma Financial Information”.
DuPont and Qnity will also enter into certain transition services agreements (the “Transition Services Agreements”) pursuant to which (i) DuPont will provide certain transitional services to Qnity, and (ii) Qnity will provide certain transitional services to DuPont. The services, including services such as environmental support, engineering support, finance support, facilities and office services, information technology support, procurement support, product stewardship and regulatory support, operational excellence support and research and development support, will be provided for a limited time, generally for an initial term between six months and 14 months following the date of the distribution and, in some cases, with an option to extend the term for one or more additional periods until no later than December 31, 2027, and will be provided for specified fees, which are generally based on the cost of services provided plus 5%. For additional information regarding the Transition Services Agreements, see “Unaudited Pro Forma Financial Information”.
Recent Developments
Aramids Divestiture
On August 29, 2025, DuPont entered into a definitive agreement with Arclin, a portfolio company of an affiliate of TJC, L.P., pursuant to which, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals, DuPont has agreed to sell its aramids business (Kevlar® and Nomex®) in a transaction valuing the business at approximately $1.8 billion (the “Aramids Divestiture”). At the closing of the Aramids Divestiture, DuPont will receive pre-tax cash proceeds of approximately $1.2 billion, subject to customary transaction adjustments, a note receivable of $300 million (the “Note”) and a non-controlling common equity interest in the future combined company of Arclin and the aramids business, such equity interest currently valued at $325 million, which is expected to represent an approximate 17.5% stake at the time of the closing (the “Equity Consideration”). At the closing of the Aramids Divestiture, DuPont will recognize the Note and the Equity Consideration at their respective fair values. DuPont intends to hold the Note and Equity Consideration as corporate assets. The anticipated completion of the Aramids Divestiture is expected during the first quarter of 2026.
For the year ended December 31, 2024, the aramids business net sales were $1,332 million and on a preliminary discontinued operations basis, DuPont estimates the aramids business generated net income of approximately $98 million, Adjusted Earnings of $193 million, and Operating EBITDA of approximately $262 million. For the six months ended June 30, 2025, the aramids business net sales were $675 million, and DuPont preliminarily estimates that on a discontinued operations basis, aramids business generated a net loss of approximately $734 million, Adjusted Earnings of $89 million and Operating EBITDA of approximately $129 million. DuPont will reflect the aramids business as discontinued operations starting the third quarter of 2025. As the aramids business net income, Adjusted Earnings and Operating EBITDA figures are presented on a discontinued operations basis, they are not burdened by allocations of corporate costs. As the aramids business net income, Adjusted Earnings and Operating EBITDA figures are presented on a discontinued operations basis, they are not burdened by allocations of corporate costs.
Aramids Non-GAAP Measures
Indirect costs, such as those related to corporate and shared service functions previously allocated to the aramids business, do not meet the criteria for discontinued operations and will be reported within continuing operations in the respective periods. A portion of these historical indirect costs include costs related to activities the Company will undertake on behalf of the aramids business and for which it will be reimbursed in the future, for example, costs associated with the provision of transitional services (“Future Reimbursable Indirect Costs”).
Adjusted Earnings and Operating EBITDA for the aramids business discussed above are non-GAAP measures and do not reflect any allocation of corporate costs. Adjusted Earnings is defined as income excluding the after-tax impact of significant items, after-tax impact of amortization expense of intangibles, the after-tax impact of non-operating pension / other post employment benefits (“OPEB”) credits/costs and Future Reimbursable Indirect Costs. Adjusted Earnings is the numerator used in the calculation of Adjusted EPS. 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, and adjusted for significant items. Significant items are items that arise outside the ordinary course of business for the Company, that the Company’s management believes may cause misinterpretation of underlying business and investment performance, both historical and future, based on a combination of some or all of the item’s size, unusual nature and infrequent occurrence.
The tables below reconcile non-GAAP measures Arrow data prepared on a preliminary discontinued operations basis.
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| Reconciliation of Reported (loss) earnings to Adjusted earnings | Six Months Ended June 30, 2025 | Twelve Months Ended December 31, 2024 |
| In millions, (Unaudited) | Pretax Income (Loss) 1 | Net Income (Loss) 2 | Pretax Income (Loss) 1 | Net Income (Loss) 2 |
| Reported (loss) earnings (GAAP) | $ | (718) | $ | (734) | $ | 118 | $ | 98 |
| Less: Significant items | (789) | (784) | (21) | (16) |
| Less: Amortization of intangibles | (32) | (25) | (69) | (53) |
| Less: Non-op pension / OPEB benefit credits | 1 | 1 | 2 | 2 |
| Less: Future reimbursable indirect costs | (19) | (15) | (36) | (28) |
| Adjusted earnings (non-GAAP) | $ | 121 | | $ | 89 | | $ | 242 | $ | 193 |
1.Income (loss) from continuing operations before income taxes.
2.Net income (loss) from continuing operations.
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| Reconciliation of “Income from continuing operations, net of tax” to “Operating EBITDA” | Six Months Ended | Twelve Months Ended |
In millions (Unaudited) | June 30, 2025 | Dec. 31, 2024 |
(Loss) income from continuing operations, net of tax (GAAP) | $ (734)1 | $ | 98 | |
+ Benefit from (provision for) income taxes on continuing operations | 16 | (20) | |
(Loss) income from continuing operations before income taxes | $ | (718) | $ | 118 | |
+ Depreciation and amortization | 76 | 157 |
‘- Non-operating pension/OPEB benefit credits2 | 1 | 2 |
‘+Future reimbursable indirect costs | (17) | | (32) | |
- Significant items charge3 | (789) | | (21) |
Operating EBITDA (non-GAAP) | $ | 129 | | $ | 262 | |
1.Reflects a non-cash goodwill impairment charge of $768 million related to the aramids business that was recognized in the first quarter of 2025 in connection with DuPont’s 2025 segment realignment.
2.Included in “Sundry income (expense) - net”.
3.Significant items charge for the six months ended June 30, 2025 represents separation costs, restructuring and asset related charges, and a goodwill impairment charge ($768 million). Significant items charge for the twelve months ended December 31, 2024 primarily represents restructuring and asset related charges.
Qnity Notes
On August 15, 2025, Qnity issued $1,000,000,000 aggregate principal amount of 5.750% senior secured notes due 2032 and $750,000,000 aggregate principal amount of 6.250% senior unsecured notes due 2033 under Rule 144A and Regulation S under the Securities Act.
A total cash amount equal to the gross proceeds of the notes and the pre-funded interest on the notes through March 31, 2026 were deposited into and will be held in escrow, to be released in connection with the Intended Electronics Separation. If the Intended Electronics Separation is not consummated (x) on or prior to the earlier of (i) March 31, 2026 and (ii) the date on which Qnity notifies the escrow agent and the trustee for the secured notes and unsecured notes, respectively, that Qnity has determined that the Intended Electronics Separation will not be consummated or (y) within two business days of the escrow funds being released, then the notes offered thereto will be subject to a special mandatory redemption.
New Jersey Settlement Agreement
As discussed in DuPont’s most recent Quarterly Report on Form 10-Q, on August 3, 2025, DuPont, together with Chemours and Corteva, agreed to a proposed Judicial Consent Order with the State of New Jersey (the “NJ Settlement”) to resolve all outstanding claims by the State of New Jersey pending against the companies related to legacy use of a wide variety of substances of concern, including, but not limited to dense non-aqueous phase liquids, chemical solvents, and PFAS. The NJ Settlement is subject to approval from the Federal District Court of New Jersey (Camden).
2025 Notes
In addition to the Existing Notes, DuPont has 4.493% Notes due 2025 (the “2025 Notes”) outstanding, which DuPont expects to repay in full on or prior to its maturity date of November 15, 2025 in accordance with the Supplemental Indenture.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Overview
On May 22, 2024 DuPont announced its plan to separate its Electronics business by way of a spin-off transaction, thereby creating a new independent, publicly traded electronics company to be known as Qnity Electronics, Inc (“Qnity”). Upon the satisfaction or waiver by DuPont of the conditions to the Intended Electronics Separation, on the distribution date, DuPont will effect the pro rata distribution of all of the issued and outstanding shares of Qnity common stock to DuPont stockholders of record at the close of business, Eastern Time, on the record date for the distribution. The distribution date is currently anticipated to be November 1, 2025, and as result of the distribution, Qnity will become an independent, publicly traded company.
DuPont stockholders may also receive cash in lieu of any fractional shares of Qnity common stock that they would have received in the distribution. The distribution is intended to be generally tax free for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares. DuPont stockholders will not be required to make any payment, surrender or exchange their DuPont common stock or take any other action to receive their shares of Qnity common stock in the distribution. Until the Intended Electronics Separation occurs, Qnity will be a wholly owned subsidiary of DuPont, and consequently, DuPont’s board of directors has the discretion to abandon the intended distribution and to alter the terms of the distribution. As a result, DuPont cannot provide any assurances that the distribution will be completed.
Basis of Presentation
The following unaudited pro forma combined financial statements of DuPont were derived from its historical consolidated financial statements and are being presented to give effect to the Intended Electronics Separation, including receipt of the Qnity Cash Distribution, the Exchange Offers, and certain intended uses of proceeds (collectively, the “Transactions”). The unaudited pro forma combined statements do not give effect to the intended Aramids Divestiture. The unaudited pro forma Condensed Combined Balance Sheet as of June 30, 2025, gives effect to the Transactions as if they had occurred on June 30, 2025. The unaudited pro forma Combined Statements of Operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 reflect pro forma results of DuPont’s operations as if the Transactions had occurred on January 1, 2024, the beginning of the Company’s most recently completed fiscal year.
The unaudited pro forma combined financial statements should be read in conjunction with: (i) the accompanying notes to the unaudited pro forma combined financial statements, (ii) DuPont’s audited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in DuPont’s Form 8-K filed on May 2, 2025, collectively referred to as the "Recast 2024 Annual Report", which was filed in order to recast the Company's 2024 Annual Report on Form 10-K to reflect the changes in the Company's reportable segments; and (iii) DuPont’s unaudited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in DuPont’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025.
The unaudited pro forma combined financial statements, including the adjustments discussed above, are based upon available information at the time of this offering memorandum and consent solicitation statement, and related estimates and assumptions that we believe are reasonable and supportable. The unaudited pro forma combined financial statements are for informational purposes only and are not intended to be a complete presentation of DuPont’s operating results or financial position had the Transactions occurred as of and for the periods indicated, nor do they purport to project the results of operations or financial position for any future period or as of any future date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity. The unaudited pro forma combined financial statements have been adjusted to give effect to adjustments described in the accompanying notes to the unaudited pro forma combined financial information.
Beginning with DuPont’s annual report on Form 10-K for the period ended December 31, 2025, assuming the Intended Electronics Separation is consummated in 2025, the Electronics business will be reflected in DuPont’s historical financial statements as discontinued operations, including for periods prior to the consummation of the Transactions.
DuPont de Nemours, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
as of June 30, 2025
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| DuPont | Intended Electronics Separation | | DuPont Adjusted | | Transactions Pro Forma Adjustments | | DuPont
Pro Forma |
| (in millions) | As Reported | Note 1 | | (subtotal) | | Note 2 | | (total) |
| Assets | | | | | | | | |
| Current assets | | | | | | | | |
| Cash and cash equivalents | $ | 1,837 | | $ | (58) | | | $ | 1,779 | | | $ | (220) | | (a) | $ | 1,559 | |
| Restricted cash and cash equivalents | 5 | | — | | | 5 | | | | | 5 | |
| Accounts and notes receivable – net | 2,535 | | (707) | | | 1,828 | | | 127 | | (a), (b), (c) | 1,955 | |
| Inventories | 2,295 | | (658) | | | 1,637 | | | — | | | 1,637 | |
| Prepaid and other current assets | 178 | | (37) | | | 141 | | | 2 | | (a) | 143 | |
| Total current assets | $ | 6,850 | | $ | (1,460) | | | $ | 5,390 | | | $ | (91) | | | $ | 5,299 | |
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| Property, plant and equipment - net of accumulated depreciation | 5,910 | | (1,608) | | | 4,302 | | | — | | | 4,302 | |
| Other assets | | | | | | | | |
| Goodwill | 16,240 | | (8,316) | | | 7,924 | | | — | | | 7,924 | |
| Other intangible assets | 5,163 | | (1,584) | | | 3,579 | | | — | | | 3,579 | |
| Restricted cash and cash equivalents - noncurrent | 37 | | — | | | 37 | | | — | | | 37 | |
| Investments and noncurrent receivables | 1,112 | | (418) | | | 694 | | | — | | | 694 | |
| Deferred income tax assets | 252 | | (17) | | | 235 | | | — | | | 235 | |
| Deferred charges and other assets | 995 | | (161) | | | 834 | | | 301 | | (a), (b), (c), (d) | 1,135 | |
| Total other assets | $ | 23,799 | | $ | (10,496) | | | $ | 13,303 | | | $ | 301 | | | $ | 13,604 | |
| Total Assets | $ | 36,559 | | $ | (13,564) | | | $ | 22,995 | | | $ | 210 | | | $ | 23,205 | |
| Liabilities and Equity | | | | | | | | |
| Current liabilities | | | | | | | | |
| Short-term borrowings | $ | 1,849 | | $ | — | | | $ | 1,849 | | | $ | (1,339) | | (a) | $ | 510 | |
| Accounts payable | 1,699 | | (547) | | | 1,152 | | | — | | | 1,152 | |
| Income taxes payable | 158 | | (101) | | | 57 | | | — | | | 57 | |
| Accrued and other current liabilities | 1,147 | | (120) | | | 1,027 | | | (277) | | (a), (c), (d) | 750 | |
| Total current liabilities | $ | 4,853 | | $ | (768) | | | $ | 4,085 | | | $ | (1,616) | | | $ | 2,469 | |
| Long-term debt | 5,326 | | — | | | 5,326 | | | (2,135) | | (a) | 3,191 | |
| Other noncurrent liabilities | | | | | | | | |
| Deferred income tax liabilities | 844 | | (324) | | | 520 | | | 13 | | (a) | 533 | |
| Pension and other post employment benefits | 575 | | (95) | | | 480 | | | — | | | 480 | |
| Other noncurrent obligations | 1,445 | | (237) | | | 1,208 | | | (111) | | (a), (b), (c), (d) | 1,097 | |
| Total other noncurrent liabilities | $ | 2,864 | | $ | (656) | | | $ | 2,208 | | | $ | (98) | | | $ | 2,110 | |
| Total liabilities | $ | 13,043 | | $ | (1,424) | | | $ | 11,619 | | | $ | (3,849) | | | $ | 7,770 | |
| Equity | | | | | | | | |
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| Total DuPont’s stockholders’ equity | 23,064 | | (11,854) | | | 11,210 | | | 4,059 | | (a), (b),
(c) | 15,269 | |
| Noncontrolling interests | 452 | | (286) | | | 166 | | | — | | | 166 | |
| Total equity | $ | 23,516 | | $ | (12,140) | | | $ | 11,376 | | | $ | 4,059 | | | $ | 15,435 | |
| Total Liabilities and Equity | $ | 36,559 | | $ | (13,564) | | | $ | 22,995 | | | $ | 210 | | | $ | 23,205 | |
See accompanying Notes to the Unaudited Pro Forma Combined Financial Statements.
DuPont de Nemours, Inc.
Unaudited Pro Forma Combined Statement of Operations
for the Six Months Ended June 30, 2025
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| DuPont | Intended Electronics Separation | | DuPont Adjusted | | Transactions Pro Forma Adjustments | | DuPont
Pro Forma |
| (in millions) | As Reported | Note 1 | | (subtotal) | | Note 2 | | (total) |
| Net sales | $ | 6,323 | | $ | (2,288) | | | $ | 4,035 | | | $ | — | | | $ | 4,035 | |
| Cost of sales | 3,961 | | (1,211) | | | 2,750 | | | (6) | | (e) | 2,744 | |
| Research and development expenses | 279 | | (163) | | | 116 | | | (10) | | (e) | 106 | |
| Selling, general and administrative expenses | 774 | | (244) | | | 530 | | | (30) | | (e) | 500 | |
| Amortization of intangibles | 286 | | (105) | | | 181 | | | — | | | 181 | |
| Restructuring and asset related charges – net | 49 | | (8) | | | 41 | | | — | | | 41 | |
| Goodwill impairment charges | 768 | | — | | | 768 | | | — | | | 768 | |
| Acquisition, integration and separation costs | 279 | | (140) | | | 139 | | | — | | | 139 | |
| Equity in earnings of nonconsolidated affiliates | 29 | | (22) | | | 7 | | | — | | | 7 | |
| Sundry income (expense) – net | 88 | | 3 | | | 91 | | | 3 | | (g) | 94 | |
| Interest expense | 167 | | — | | | 167 | | | (85) | | (g) | 82 | |
| Loss from continuing operations before income taxes | $ | (123) | | $ | (436) | | | $ | (559) | | | $ | 134 | | | $ | (425) | |
| Provision for income taxes on continuing operations | 187 | | (101) | | | 86 | | | 30 | | (h) | 116 | |
| Loss from continuing operations, net of tax | $ | (310) | | $ | (335) | | | $ | (645) | | | $ | 104 | | | $ | (541) | |
| Net income from continuing operations attributable to noncontrolling interests | 18 | | (12) | | | 6 | | | — | | | 6 | |
| Net loss from continuing operations attributable to DuPont common stockholders | $ | (328) | | $ | (323) | | | $ | (651) | | | $ | 104 | | | $ | (547) | |
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See accompanying Notes to the Unaudited Pro Forma Combined Financial Statements.
DuPont de Nemours, Inc.
Unaudited Pro Forma Combined Statement of Operations
for the Year Ended December 31, 2024
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| DuPont | Intended Electronics Separation | | DuPont Adjusted | | Transactions Pro Forma Adjustments | | DuPont
Pro Forma |
| (in millions) | As Reported | Note 1 | | (subtotal) | | Note 2 | | (total) |
| Net sales | $ | 12,386 | | $ | (4,335) | | | $ | 8,051 | | | $ | — | | | $ | 8,051 | |
| Cost of sales | 7,879 | | (2,324) | | | 5,555 | | | (15) | | (e) | 5,540 | |
| Research and development expenses | 531 | | (297) | | | 234 | | | (19) | | (e) | 215 | |
| Selling, general and administrative expenses | 1,552 | | (505) | | | 1,047 | | | (59) | | (e) | 988 | |
| Amortization of intangibles | 595 | | (232) | | | 363 | | | — | | | 363 | |
| Restructuring and asset related charges – net | 87 | | (9) | | | 78 | | | — | | | 78 | |
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| Acquisition, integration and separation costs | 168 | | (78) | | | 90 | | | 26 | | (f) | 116 | |
| Equity in earnings of nonconsolidated affiliates | 60 | | (37) | | | 23 | | | — | | | 23 | |
| Sundry income (expense) – net | (76) | | (31) | | | (107) | | | (98) | | (a), (g) | (205) | |
| Interest expense | 366 | | — | | | 366 | | | (175) | | (g) | 191 | |
| Income from continuing operations before income taxes | $ | 1,192 | | $ | (958) | | | $ | 234 | | | $ | 144 | | | $ | 378 | |
| Provision for income taxes on continuing operations | 414 | | (181) | | | 233 | | | 32 | | (h) | 265 | |
| Income from continuing operations, net of tax | $ | 778 | | $ | (777) | | | $ | 1 | | | $ | 112 | | | $ | 113 | |
| Net income from continuing operations attributable to noncontrolling interests | 35 | | (22) | | | 13 | | | — | | | 13 | |
| Net income from continuing operations available for DuPont common stockholders | $ | 743 | | $ | (755) | | | $ | (12) | | | $ | 112 | | | $ | 100 | |
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See accompanying Notes to the Unaudited Pro Forma Combined Financial Statements.
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
NOTE 1 - INTENDED ELECTRONICS SEPARATION
The Intended Electronics Separation adjustments reflect DuPont’s current best estimate of the operations, assets, liabilities, and equity of the Electronics business that will qualify as discontinued operations in accordance with the guidance set forth in ASC 205, Presentation of Financial Statements. These amounts are considered preliminary and as such, actual amounts could differ from these estimates. ASC 205 does not allow general corporate overhead expenses to be allocated to discontinued operations. As a result, these amounts differ from the results of the Electronics business on a management reporting and external reporting basis.
NOTE 2 – TRANSACTION PRO FORMA ADJUSTMENTS
The unaudited pro forma Condensed Combined Balance Sheet as of June 30, 2025 and the unaudited pro forma Combined Statements of Operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 reflect the following pro forma adjustments discussed below.
(a) Reflects in “Cash and cash equivalents” the receipt of (i) the Qnity Cash Distribution to DuPont of approximately $4,122 million, inclusive of $22 million of costs related to Qnity’s notes issuance on August 15, 2025, plus the pre-funded interest on the Qnity notes through March 31, 2026 of $66 million (and any investment returns on any amounts held in escrow in respect of the Qnity notes issuance, estimated at $16 million of interest income); plus (ii) $510 million of additional expected short-term funding by DuPont and offset by (A) $2,240 million, inclusive of $80 million of redemption costs, associated with the Exchange Offers, specifically the Special Mandatory Redemption Event (B) $1,850 million anticipated normal course payment of the 2025 Notes on or prior to its maturity date of November 15, 2025 (C) $661 million of cash expected to be held by Qnity at the time of the Intended Electronics Separation, inclusive of $58 million reflected in the Intended Electronics Separation and shown net of expected Qnity related debt costs estimated to be $89 million related to the Qnity notes issuance, Qnity’s establishment of a $2,350 million senior secured term loan facility and Qnity’s establishment of a 5-year revolving credit facility to be completed on or after October 31, 2025 and, inclusive of the $22 million discussed above, (D) $113 million related to the termination of the interest rate swaps due in 2038 and 2048 and the partial termination of the interest rate swaps due in 2032 and (E) $40 million of fees associated with the Exchange Offers.
The unaudited pro forma Condensed Combined Balance Sheet includes adjustments to short-term debt of $1,849 million, net of issuance costs, for the anticipated normal course payment of the 2025 Notes on or prior to its maturity date of November 15, 2025, offset by $510 million of additional expected short-term funding, such as commercial paper.
The unaudited pro forma Condensed Combined Balance Sheet also includes adjustments of $2,135 million to long-term debt reflecting $2,160 million associated with the Exchange Offers, specifically the Special Mandatory Redemption Event, and anticipated debt issuance costs related to the Exchange Offers of $14 million, offset by acceleration of exchange issuance costs and historical debt discount and issuance costs of $39 million associated with the Special Mandatory Redemption Event.
We expect to capitalize the $14 million of issuance costs associated with the Exchange Offers, of which $2 million is reflected in “Prepaid expenses and other current assets” and $12 million is reflected in “Deferred charges and other assets” on the unaudited pro forma Condensed Combined Balance Sheet and will be amortized over the remaining life of the notes.
The unaudited pro forma Condensed Combined Balance Sheet also includes adjustments to reduce “Accrued and other current liabilities” and “Other noncurrent obligations” by $91 million and $22 million, respectively, for the termination of the interest rate swaps due in 2038 and 2048 and the expected partial termination of the interest rate swaps due in 2032. The related tax impact of $13 million is reflected in “Accounts and notes receivable - net” and “Deferred income tax liabilities”.
The unaudited pro forma Combined Statement of Operations for the year ended December 31, 2024 include adjustments of $80 million for the redemption costs associated with the Exchange Offers and $39 million for the acceleration of exchange issuance costs and historical debt discount and issuance costs reflected in “Sundry income (expense), net”.
The unaudited pro forma Combined Statements of Operations for the twelve months ended December 31, 2024 reflects an increase to “Sundry income (expense), net” of $16 million for interest income earned associated with any amounts held in escrow in respect of the Qnity notes issuance discussed above.
Ultimately, the amount of cash and cash equivalents after giving effect to the Transactions will depend upon each of Qnity’s and DuPont’s cash flow prior to the Intended Electronics Separation and any adjustments to effect the desired capital structure and capital allocation strategy of each of DuPont and Qnity.
(b) Reflects $179 million of indemnification assets related to the liabilities contractually allocated to Qnity based on the Applicable Qnity Percentage, including certain legacy and other liabilities (including Legacy Liabilities (as defined in the Corteva Letter Agreement), and other legacy PFAS liabilities and other liabilities related to DuPont’s discontinued and divested operations and businesses not covered by the Corteva Letter Agreement); and $2 million of liabilities otherwise conveyed to Qnity under the Separation Agreement.
Assuming the distribution had occurred on July 1, 2025, based on the Agreement Pro Forma Operating EBITDA attributable to the Electronics business and assets for the twelve-month period ended June 30, 2025, the Applicable Qnity Percentage would be 44%. This illustrative percentage value used for purposes of these pro forma Combined Financial Statements is subject to change based on the relationship of the Pro Forma Operating EBITDA attributable to the Electronics business and assets relative to that of DuPont (as a whole), in each case prior to the distribution. The exact calculation will not be determinable until after the distribution and will depend on many factors including the relative performance of the Electronics business and the performance of DuPont as measured immediately prior to the distribution and whether either Qnity or DuPont undertake strategic initiatives prior to the distribution. We intend to publicly disclose the actual numeric value of the Applicable Qnity Percentage and the Applicable DuPont Percentage once determined after the distribution.
In connection with the foregoing, within the unaudited pro forma Condensed Combined Balance Sheet, $58 million and $121 million are included in “Accounts and notes receivable - net” and “Deferred charges and other assets”, respectively, and $2 million is reflected in “Other noncurrent obligations”.
(c) Reflects adjustment to income tax balances that are expected to be transferred to Qnity in connection with the consummation of the Intended Electronics Separation. The Tax Matters Agreement is expected to require certain payments between Qnity and DuPont for pre-separation tax liabilities and receivables. Accordingly, receivables of $56 million and $177 million have been recorded within “Accounts and notes receivable - net” and “Deferred charges and other assets”, respectively, as well as payables of $183 million and $81 million have been recorded within “Accrued and other current liabilities” and “Other noncurrent obligations”, respectively. These adjustments are based on the Applicable Qnity Percentage and may vary from the current expectation.
(d) Reflects the portion of leases to be allocated to Qnity. Included in the unaudited pro forma Condensed Combined Balance Sheet, adjustments to “Deferred charges and other assets” of $9 million, “Accrued and other current liabilities” of $3 million and “Other noncurrent obligations” of $6 million.
(e) Reflects income from certain services associated with transaction agreements we intend to enter into with Qnity, including the Transitional Services Agreements, certain product service agreements, contract manufacturing agreements and site services agreements. Included in the unaudited pro forma Combined Statement of Operations for the six months ended June 30, 2025 are adjustments to “Cost of Sales” of $6 million, “Research and development expenses” of $10 million and “Selling, general and administrative expenses” of $30 million. Included in the unaudited pro forma Combined Statement of Operations for the year ended December 31, 2024 are adjustments to “Cost of Sales” of $15 million, “Research and development expenses” of $19 million and “Selling, general and administrative expenses” of $59 million.
(f) Reflects $26 million of debt issuance costs associated with the Exchange Offers within the unaudited pro forma Combined Statements of Operations for the year ended December 31, 2024.
(g) Pro forma Combined Statements of Operations reflect a reduction to “Interest expense” of $85 million for the six months ended June 30, 2025 and $170 million for the year ended December 31, 2024 related the anticipated Special Mandatory Redemption Event of the New Notes and the anticipated normal course payment of the 2025 Notes on or prior to its maturity date of November 15, 2025, offset by the impact of expected short-term funding. Currently, the New Notes are estimated to have a weighted average interest rate of approximately 5.11%, excluding interest on commercial paper.
Included in the unaudited pro forma Combined Statement of Operations for the year ended December 31, 2024 are adjustments to reflect a reduction to “Interest expense” of $5 million and a $5 million benefit to “Sundry income (expense) - net” related to the expected partial termination of the interest rate swaps due in 2032. Pro forma Combined Statements of Operations for the six months ended June 30, 2025 reflect a $3 million benefit related to the expected partial termination of the interest rate swaps due in 2032.
(h) Reflects the income tax impact of the transaction pro forma adjustments at the applicable statutory income tax rates or a blended rate of approximately 22.5%, where applicable.