DuPont de Nemours Inc.
11/03/2026 | Press release | Distributed by Public on 11/03/2026 13:28
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the interim Consolidated Financial Statements and related notes to enhance the understanding of the Company's operations and present business environment. Components of management's discussion and analysis of financial condition and results of operations include:
•Overview
•Result of Operations
•Segment Results
•Changes in Financial Condition
OVERVIEW
DuPont is a leading provider of advanced solutions that improve everyday life across healthcare, water, construction and industrial markets. The Company is committed to helping customers advance their technology pipelines and provide solutions that address their unique challenges. From delivering clean water to enabling medical packaging solutions which enhance safety and performance, DuPont's innovations power the essential products and technologies people rely on every day.
As of September 30, 2026, the Company had $2.7 billion of working capital and approximately $1.7 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations.
Outlined below are material historical transactions and recent developments impacting this Quarterly Report on Form 10-Q.
Aramids Divestiture
On April 1, 2026, DuPont completed the sale of 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 (the "Aramids Note Receivable") and a non-controlling common equity interest (the "Aramids Equity Consideration"), valued at $325 million in the ARC Falcon Holdings LP ("Arclin") that holds the Arclin global materials business and the Aramids business being divested. The financial results of the Aramids divested business are reflected in DuPont's interim Consolidated Financial Statements as discontinued operations, along with comparative periods.
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"). As a result, the results of operations of the Electronics Business are reflected in DuPont's interim Consolidated Financial Statements as discontinued operations for all periods.
Recent Developments
Reverse Stock Split
On May 26, 2026, DuPont's Board of Directors (the "Board of Directors"), announced a reverse stock split of the Company's common stock, par value $0.01 per share, at a ratio of 1-for-3, as approved by shareholders, and amended the Certificate of Incorporation to reflect a corresponding reduction in the number of authorized shares of the Company's common stock (the "Reverse Stock Split"). The Reverse Stock Split became effective on June 24, 2026. All share and share-related information presented in these interim Consolidated Financial Statements have been retroactively adjusted in all periods presented to reflect the decreased number of shares resulting from the Reverse Stock Split and related impacts.
Macroeconomic Conditions
In February 2026, military conflict in the Middle East involving the United States, Israel, and Iran heightened geopolitical uncertainty. The Company does not have operations in Iran, and the conflict has not had a material impact on the Company's financial condition or results of operations to date. The impact on the Company's business, financial condition, or results of operations will depend on factors such as the severity and duration of the conflict, the scope and enforcement of related
governmental actions and the degree of disruption to global logistics and supply chains. The Company continues to monitor developments and assess potential impacts.
See Part II, Item 1A. Risk Factors for additional information.
International Emergency Economic Powers Act Tariffs
In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act, and the collecting agency subsequently ceased assessing those tariffs. While a refund process has been established, the ruling remains subject to further appeal by the U.S. government. Through September 30, 2026, the Company has received refunds for the first phase of claim submissions, which did not have a material impact on the Company's results of continuing operations. Further, in accordance with the Electronics Tax Matters Agreement, the Company shares with Qnity 44 percent of the refunds related to tariffs paid prior to November 1, 2025. The Company continues to monitor developments related to the ruling, the ultimate outcome of which could affect future results.
Dividends
On October 13, 2026, the Board of Directors declared a fourth quarter 2026 dividend of $0.60 per share, which is payable on December 15, 2026 to shareholders of record on November 30, 2026.
On June 24, 2026, the Board of Directors declared a third quarter 2026 dividend of $0.60 per share, which is payable on September 15, 2026 to shareholders of record on August 31, 2026.
The Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company's Board of Directors.
RESULTS OF OPERATIONS
| Summary of Sales Results | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Net sales | $ | 1,868 | $ | 1,795 | $ | 5,368 | $ | 5,156 | ||||||
The following table summarizes sales variances by segment from the prior year:
| Sales Variances by Segment | ||||||||||||||||||||||||||
| Percentage change from prior year |
Three Months Ended September 30, 2026 |
Nine Months Ended September 30, 2026 |
||||||||||||||||||||||||
|
Organic Sales 1
|
Currency | Portfolio & Other | Total |
Organic Sales 1
|
Currency | Portfolio & Other | Total | |||||||||||||||||||
| Healthcare & Water Technologies | 4 | % | - | % | - | % | 4 | % | 4 | % | 1 | % | - | % | 5 | % | ||||||||||
| Diversified Industrials | 5 | (1) | - | 4 | 3 | 1 | - | 4 | ||||||||||||||||||
| Total | 5 | % | (1) | % | - | % | 4 | % | 3 | % | 1 | % | - | % | 4 | % | ||||||||||
1.Organic sales (which includes both volume and selling price impacts), is defined as the change in net sales, absent the impacts from currency and portfolio. DuPont believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.
The Company reported net sales for the three months ended September 30, 2026 of $1.9 billion, up 4 percent from $1.8 billion for the three months ended September 30, 2025, due to a 5 percent increase in organic sales and a 1 percent unfavorable currency impact. Organic sales increased in Healthcare & Water Technologies (up 4 percent) and Diversified Industrials (up 5 percent). The currency impact was primarily driven by the strengthening of the U.S. dollar.
The Company reported net sales for the nine months ended September 30, 2026 of $5.4 billion, up 4 percent from $5.2 billion for the nine months ended September 30, 2025, due to a 3 percent increase in organic sales and a 1 percent favorable currency impact. Organic sales increased in Healthcare & Water Technologies (up 4 percent) and Diversified Industrials (up 3 percent). The currency impact was primarily driven by the weakening of the U.S. dollar compared to the Euro in the first half of 2026.
Cost of Sales
Cost of sales was $1.2 billion for both the three months ended September 30, 2026 and the three months ended September 30, 2025. Cost of sales for the three months ended September 30, 2026 primarily reflects increased sales volume and increased raw materials costs.
Cost of sales as a percentage of net sales was 64 percent and 66 percent for the three months ended September 30, 2026 and 2025, respectively. The decrease in cost of sales as a percentage of net sales was due to manufacturing productivity.
Cost of sales was $3.5 billion for the nine months ended September 30, 2026, slightly up from $3.4 billion and September 30, 2025. Cost of sales for the nine months ended September 30, 2026 primarily reflects increased sales volume and productivity initiatives.
Cost of sales as a percentage of net sales was 64 percent and 66 percent for the nine months ended September 30, 2026 and 2025, respectively. The decrease in cost of sales as a percentage of net sales was due to manufacturing productivity.
Research and Development Expenses ("R&D")
R&D expenses totaled $42 million in the third quarter of 2026, down from $52 million in the third quarter of 2025. R&D as a percentage of net sales for the three months ended September 30, 2026 was relatively consistent at 2 percent compared with 3 percent for the three months ended September 30, 2025.
R&D expenses totaled $131 million in the first nine months of 2026, down from $155 million in the first nine months of 2025. R&D as a percentage of net sales for the nine months ended September 30, 2026 was relatively consistent period over period at 2 percent compared with 3 percent for the nine months ended September 30, 2025.
R&D costs in 2025 include indirect costs, such as those related to corporate and shared service functions previously allocated to the Electronics and Aramids businesses, that did not meet the criteria for discontinued operations and remained reported within continuing operations.
Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $260 million in the third quarter of 2026, slightly down from $261 million in the third quarter of 2025. SG&A as a percentage of net sales for the three months ended September 30, 2026 was relatively consistent period over period at 14 percent compared with 15 percent for the three months ended September 30, 2025.
For the first nine months of 2026, SG&A expenses were $784 million, up from $757 million in the first nine months of 2025. SG&A as a percentage of net sales was consistent period over period at 15 percent for the nine months ended September 30, 2026 and 2025.
Amortization of Intangibles
Amortization of intangibles was $68 million in the third quarter of 2026, down from $71 million in the third quarter of 2025. In the first nine months of 2026, amortization of intangibles was $204 million, down from $220 million in the same period of the prior year. The decrease for the three and nine months ended September 30, 2026 as compared with the same periods of the prior year was primarily due to the absence of amortization in the current period from fully amortized assets.
Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $6 million and $49 million charges for the three and nine months ended September 30, 2026, respectively, primarily reflecting activity related to the 2026 DuPont Restructuring Program. Comparatively, Restructuring and asset related charges - net for the three and nine months ended September 30, 2025 were $18 million and $57 million, respectively, primarily reflecting charges related to the Transformational Separation-Related Restructuring Program. See Note 5 to the interim Consolidated Financial Statements for additional information.
Acquisition, Integration and Separation Costs
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, 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 $15 million and $22 million in costs for the three and nine months ended September 30, 2026, respectively, primarily related to costs to achieve cost savings targets following the Aramids Divestiture and Electronics Separation. Comparatively, the Company recorded $62 million and $167 million in costs for the three and nine months ended September 30, 2025, respectively, which were primarily related to preparations for the Electronics Separation and Aramids Divestiture.
Equity in Earnings (Loss) of Nonconsolidated Affiliates
The Company's share of earnings from nonconsolidated affiliates was $5 million for the three months ended September 30, 2026, up from zero in the third quarter of 2025. In the first nine months of 2026, the Company's share of earnings of nonconsolidated affiliates was $13 million. The Company's share in the loss of nonconsolidated affiliates was $6 million first nine months of 2025. The increase in earnings of nonconsolidated affiliates over the three and nine month periods was primarily driven by higher equity earnings from Derby in the first nine months of 2026 compared to 2025. See Note 10 to the interim Consolidated Financial Statements for additional information.
Sundry Income (Expense) - Net
Sundry income (expense) - net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments, losses on debt extinguishments and assets, non-operating pension and other post-employment benefit plan credits or costs, interest rate swap mark-to-market adjustments, interest rate swap net interest settlement and certain litigation matters.
Sundry income (expense) - net in the third quarter of 2026 was income of $38 million compared with income of $24 million in the third quarter of 2025. The increase in income was primarily driven by foreign exchange gains in 2026 compared to losses in the prior-year period. Sundry income (expense) - net for the first nine months of 2026 was income of $116 million compared with income of $115 million in the first nine months of 2025. The slight increase was primarily driven by foreign exchange gains in 2026 compared to losses in the prior-year-period, offset by the absence of a non-cash mark-to-market gain related to the 2022 Swaps and 2024 Swaps. See Notes 6 and 17 to the interim Consolidated Financial Statements for additional information.
Interest Expense
Interest expense was $40 million and $85 million for the three months ended September 30, 2026 and 2025, respectively, and $121 million and $252 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in interest expense from the prior year for both periods is primarily due to the changes in capital structure during 2025 as a result of the Electronics Separation, partially offset by a reduction in capitalized interest and interest expense from the interest rate swap.
Provision for Income Taxes on Continuing Operations
The effective tax rate on continuing operations for the third quarter of 2026 was 38.7 percent, compared with an effective tax rate of (12.1) percent for the third quarter of 2025. The increase in the effective tax rate was primarily attributable to transaction-related tax benefits recognized in the prior-year period in connection with the separation and spin-off of the Electronics business, as well as U.S. provision-to-return adjustments recorded in 2026. For the first nine months of 2026, the effective tax rate on continuing operations was 29.5 percent, compared with 22.6 percent for the first nine months of 2025. The increase in the effective tax rate for 2026 was primarily attributable to the absence of transaction-related tax benefits recognized in 2025 in connection with the separation and spin-off of the Electronics business, as well as U.S. provision-to-return adjustments recorded in 2026.
SEGMENT RESULTS
The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBITDA as earnings (i.e., "Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits ("OPEB") / charges, and foreign exchange gains / losses, excluding costs related to activities the Company will or continues to undertake post-closing of the Aramids Divestiture and Electronics Separation, and for which it is or will be reimbursed ("Future Reimbursable Indirect Costs"), environmental remediation costs, including certain investigate, remediate and restoration costs, associated with discontinued or divested operations, businesses or product lines ("Corporate DDOB Remediation Costs"), and is adjusted for significant items.
Healthcare & Water Technologies
| Healthcare & Water Technologies | Three Months Ended | Nine Months Ended | ||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Net sales | $ | 865 | $ | 832 | $ | 2,527 | $ | 2,412 | ||||||
| Operating EBITDA | $ | 263 | $ | 246 | $ | 765 | $ | 717 | ||||||
| Healthcare & Water Technologies | Three Months Ended | Nine Months Ended | ||||||
| Percentage change from prior year | September 30, 2026 | September 30, 2026 | ||||||
| Change in Net Sales from Prior Period due to: | ||||||||
|
Organic Sales1
|
4 | % | 4 | % | ||||
| Currency | - | 1 | ||||||
|
Portfolio & other
|
- | - | ||||||
|
Total
|
4 | % | 5 | % | ||||
1.Organic sales (which includes both volume and selling price impacts), is defined as the change in net sales, absent the impacts from currency and portfolio. DuPont believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.
Healthcare & Water Technologies net sales were $865 million for the three months ended September 30, 2026, up 4 percent from $832 million for the three months ended September 30, 2025. Net sales increased due to 4 percent organic sales growth. Organic sales growth in Healthcare & Water Technologies was driven by growth in personal protection and medical packaging in Healthcare Technologies and strength in industrial water, semiconductor and specialty markets within Water Technologies, partially offset by the continued disruptions in the Middle East. Third quarter 2025 includes an approximately $15 million benefit from order timing related to system cut-over activities in advance of the Electronics Separation.
Operating EBITDA was $263 million for the three months ended September 30, 2026, up 7 percent compared with $246 million for the three months ended September 30, 2025, primarily driven by the impact of organic growth and manufacturing productivity.
Healthcare & Water Technologies net sales were $2,527 million for the nine months ended September 30, 2026, up 5 percent from $2,412 million for the nine months ended September 30, 2025. Net sales increased due to 4 percent organic sales growth and a 1 percent increase from favorable currency impacts. Organic sales growth in Healthcare & Water Technologies was driven by organic sales increases within Healthcare Technologies. Within Healthcare Technologies, organic sales growth was driven by broad-based growth in medical packaging and biopharma end-markets. Organic sales were about flat in Water Technologies as strength in industrial water and semiconductor markets was offset by the continued disruptions in the Middle East. The favorable currency impact reflected the weakening of the U.S. dollar compared to the Euro. Third quarter 2025 includes an approximately $15 million benefit from order timing related to system cut-over activities in advance of the Electronics Separation.
Operating EBITDA was $765 million for the nine months ended September 30, 2026, up 7 percent compared with $717 million for the nine months ended September 30, 2025, primarily driven by the impact of organic growth and manufacturing productivity.
Diversified Industrials
| Diversified Industrials | Three Months Ended | Nine Months Ended | ||||||||||||
| In millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Net sales | $ | 1,003 | $ | 963 | $ | 2,841 | $ | 2,744 | ||||||
| Operating EBITDA | $ | 242 | $ | 219 | $ | 655 | $ | 603 | ||||||
| Diversified Industrials | Three Months Ended | Nine Months Ended | ||||||
| Percentage change from prior year | September 30, 2026 | September 30, 2026 | ||||||
| Change in Net Sales from Prior Period due to: | ||||||||
|
Organic Sales1
|
5 | % | 3 | % | ||||
| Currency | (1) | 1 | ||||||
|
Portfolio & other
|
- | - | ||||||
|
Total
|
4 | % | 4 | % | ||||
1.Organic sales (which includes both volume and selling price impacts), is defined as the change in net sales, absent the impacts from currency and portfolio. DuPont believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.
Diversified Industrials net sales were $1,003 million for the three months ended September 30, 2026, up 4 percent from $963 million for the three months ended September 30, 2025. Net sales increased due to 5 percent organic sales growth and a 1 percent unfavorable currency impact. Within Industrial Technologies, organic sales growth was driven by strength in aerospace markets coupled with growth in electric vehicle battery applications. In Building Technologies, organic sales growth was led by growth in North America and Asia Pacific. The unfavorable currency impact reflected the strengthening of the U.S. dollar compared to the Japanese Yen. Third quarter 2025 includes an approximately $15 million benefit from order timing related to system cut-over activities in advance of the Electronics Separation.
Operating EBITDA was $242 million for the three months ended September 30, 2026, up 11 percent compared with $219 million for the three months ended September 30, 2025, primarily driven by organic growth and manufacturing productivity.
Diversified Industrials net sales were $2,841 million for the nine months ended September 30, 2026, up 4 percent from $2,744 million for the nine months ended September 30, 2025. Net sales increased due to 3 percent organic sales growth and a 1 percent increase from favorable currency impacts. In Industrial Technologies, organic sales growth was driven by strength in aerospace markets. Organic sales growth in Building Technologies was led by growth in Asia Pacific. The favorable currency impact reflected the weakening of the U.S. dollar compared to the Euro, primarily in the first quarter of 2026. Third quarter 2025 includes an approximately $15 million benefit from order timing related to system cut-over activities in advance of the Electronics Separation.
Operating EBITDA was $655 million for the nine months ended September 30, 2026, up 9 percent compared with $603 million for the nine months ended September 30, 2025, primarily driven by organic growth, manufacturing productivity and favorable mix.
CHANGES IN FINANCIAL CONDITION
Liquidity & Capital Resources
Information related to the Company's liquidity and capital resources can be found in the Company's 2025 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. The discussion below provides the updates to this information for the nine months ended September 30, 2026.
The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to help ensure adequate liquidity and increase the Company's optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. The Company's primary source of incremental liquidity is cash flows from operating activities. Management expects the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company's and its subsidiaries' obligations as they come due.
| In millions | September 30, 2026 | December 31, 2025 | ||||||
| Cash and cash equivalents | $ | 1,652 | $ | 715 | ||||
| Total debt | $ | 3,094 | $ | 3,194 | ||||
The Company's cash and cash equivalents at September 30, 2026 and December 31, 2025 were $1.7 billion and $0.7 billion, respectively, of which approximately $0.6 billion at September 30, 2026 and December 31, 2025 were held by subsidiaries in foreign countries, including United States territories. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. Due to the Electronics Separation, the Company reevaluated its permanent reinvestment assertion and determined that certain foreign earnings would be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash and cash equivalents.
Total debt at September 30, 2026 and December 31, 2025 was $3,094 million and $3,194 million, respectively. The decrease was primarily due to the reduction in the commercial paper borrowing and the mark-to-market impact of the redesignated interest rate swap.
As of September 30, 2026, the Company is contractually obligated to make future cash payments of $3.2 billion and $2.0 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, all payments will be due subsequent to 2026. Related to interest, $165 million will be due in the next twelve months, and the remainder will be due subsequent to September 30, 2027. The majority of interest obligations will be due in 2031 or later.
Revolving Credit Facilities
In May 2026, the Company entered into a $750 million 364-day revolving credit facility (the "2026 $750 million Revolving Credit Facility"). Prior to entering the new facility, the Company held a $1 billion 364-day revolving credit facility that expired in May 2026. There were no drawdowns of either facility during the nine month period ended September 30, 2026. The new 2026 $750 million Revolving Credit Facility will be used for general corporate purposes.
In May 2026, the Company entered into a $2 billion five-year revolving credit facility (the "2026 Five-Year Revolving Credit Facility"). Prior to entering the new facility, the Company held another $2 billion five-year revolving credit facility that was terminated when the 2026 Five-Year Revolving Credit Facility became effective. There were no drawdowns of either facility during the nine month period ended September 30, 2026. The new 2026 Five-Year Revolving Credit Facility serves as a backstop to the Company's commercial paper and letter of credit issuance.
New Jersey Settlement Agreement
In August 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. The NJ Settlement was subject to the entry of a Judicial Consent Order ("JCO") by the Court which entered its final order on August 7, 2026. It is payable over 25 years. DuPont's first annual payment of $71 million was paid on September 8, 2026.
The NJ Settlement also requires the Company and Corteva to provide $475 million of additional financial assurance for remaining remediation obligations, with the Company responsible for 71 percent and Corteva responsible for 29 percent of such financial assurance. The surety bond supporting the financial assurance was put in place in October 2026.
Upon the NJ Settlement being approved by the Court, DuPont and Corteva purchased Chemours' interest in future, if any, insurance proceeds related to claims submitted in connection with the AFFF MDL Water District Settlement ("Insurance Proceeds MOU"). DuPont and Corteva purchased the rights by contributing a total of $150 million ($106.5 million from DuPont, $43.5 million from Corteva in accordance with the sharing percentages in the Letter Agreement) into an escrow fund to be applied to Chemours' share of the NJ Settlement. At September 30, 2026, DuPont recorded a receivable of $86 million related to insurance proceeds, which were subsequently received in October 2026, in "Accounts and notes receivable - net" in the interim Condensed Consolidated Balance Sheets. See Note 13 to the interim Consolidated Financial Statements for more information.
Pursuant to the Legacy Liabilities Assignment Agreement, 44 percent of any funding obligations related to the NJ Settlement will be contractually allocated to Qnity (and for which Qnity will indemnify the Company). DuPont will indemnify Qnity for its portion of the insurance proceeds received under the Insurance Proceeds MOU. At September 30, 2026, DuPont recorded an indemnification payable of $20 million related to the aforementioned insurance proceeds recognized in September 2026. See Note 3 to the interim Consolidated Financial Statements for more information.
North Carolina Settlement Agreement
The Company, together with Chemours and Corteva/EIDP, is a defendant in litigation brought by the Attorney General of the State of North Carolina and certain municipalities in the vicinity of the Fayetteville Works site. These actions generally claim damages arising from alleged PFAS-related emissions and seek various forms of monetary, equitable, and other relief (the "NC Settlement"). On September 9, 2026, the Company, Chemours and Corteva/EIDP entered into a settlement agreement with the State of North Carolina and certain North Carolina municipalities and other local government entities to resolve these and certain other specified claims. It is payable over 15 years. The initial settlement payment of $103 million ($36 million from DuPont) was made on October 9, 2026.
The settlement also required the Company and Corteva to provide $135 million of financial assurance for Chemours' remaining obligations under the 2019 North Carolina Consent Order, with the Company responsible for 71 percent and Corteva responsible for 29 percent of such financial assurance. The Company expects the bond supporting the reserve fund to be in place by November 2026.
Pursuant to the Legacy Liabilities Assignment Agreement, 44 percent of the funding obligations related to these matters will be contractually allocated to Qnity (and for which Qnity will indemnify the Company). See Note 3 to the interim Consolidated Financial Statements for more information.
Cash Activity Related to the New Jersey and North Carolina Settlements
The following tables reflect cash activity related to the NJ Settlement, NC Settlement, Insurance Proceeds MOU and other insurance recoveries discussed in Note 13 to the interim Consolidated Financial Statements:
| Gross DuPont Cash (Paid) Received | Nine Months Ended September 30, 2026 | Expected Spend for the Three Months Ended December 31, 2026 |
Future Contractual Obligations 1
|
||||||||
| In millions | |||||||||||
| NJ Settlement | $ | (71) | $ | - | $ | (240) | |||||
| NC Settlement | - | (36) | (125) | ||||||||
| Insurance Proceeds MOU Buyout | (107) | - | - | ||||||||
| Insurance Recovery | - | 86 | - | ||||||||
| Total | $ | (178) | $ | 50 | $ | (365) | |||||
1.NJ Settlement to be paid through the year 2050 and NC Settlement to be paid through the year 2040. Refer to Note 13 for further details.
| Qnity's Portion of Cash Paid to (Received from) DuPont | Nine Months Ended September 30, 2026 | Expected Spend for the Three Months Ended December 31, 2026 |
Future Contractual Obligations 1
|
||||||||
| In millions | |||||||||||
|
NJ Settlement 2
|
$ | 27 | $ | - | $ | 86 | |||||
|
NC Settlement 2
|
- | 13 | 43 | ||||||||
| Insurance Proceeds MOU Buyout | 47 | - | - | ||||||||
| Insurance Recovery | - | (20) | - | ||||||||
| Total | $ | 74 | $ | (7) | $ | 129 | |||||
1.NJ Settlement to be paid through the year 2050 and NC Settlement to be paid through the year 2040. Refer to Note 13 for further details.
2.Calculated based on DuPont's after-tax liability.
Credit Ratings
The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value. At October 31, 2026, DuPont's credit ratings were as follows:
| Credit Ratings | Long-Term Rating | Short-Term Rating | Outlook | ||||||||
| Standard & Poor's | BBB+ | A-2 | Stable | ||||||||
| Moody's Investors Service | Baa1 | P-2 | Stable | ||||||||
| Fitch Ratings | BBB+ | F-2 | Stable | ||||||||
The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The 2026 Five-Year Revolving Credit Facility and the 2026 $750 million Revolving Credit Facility each contain a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At September 30, 2026, the Company was in compliance with this financial covenant.
Summary of Cash Flows
The Company's cash flows from operating, investing and financing activities from continuing operations and cash used in discontinued operations, as reflected in the interim Consolidated Statements of Cash Flows, are summarized in the following table.
|
Cash Flow Summary
|
Nine Months Ended | |||||||
|
In millions
|
September 30, 2026 | September 30, 2025 | ||||||
| Cash provided by (used for) continuing operations: | ||||||||
| Operating activities | $ | 1,042 | $ | 473 | ||||
|
Investing activities
|
$ | 920 | $ | (303) | ||||
|
Financing activities
|
$ | (842) | $ | (538) | ||||
|
Cash (used in) provided by discontinued operations
|
$ | (219) | $ | 2,279 | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | $ | (2) | $ | 23 | ||||
Cash provided by operating activities - continuing operations
In the first nine months of 2026, cash provided by operating activities of continuing operations was $1,042 million, compared with $473 million in the same period last year. The increase in cash provided by operating activities of continuing operations is primarily due to higher earnings and improvements in net working capital.
The table below reflects net working capital on a continuing operations basis:
|
Net Working Capital
|
September 30, 2026 | December 31, 2025 | ||||||
|
In millions (except ratio)
|
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Current assets
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$ | 4,744 | $ | 3,719 | ||||
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Current liabilities
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2,014 | 1,991 | ||||||
| Net working capital | $ | 2,730 | $ | 1,728 | ||||
| Current ratio | 2.36:1 | 1.87:1 | ||||||
Cash provided by (used for) investing activities - continuing operations
In the first nine months of 2026, cash provided by investing activities of continuing operations was $920 million, compared with cash used for investing activities of $303 million in the first nine months of 2025. The increase in cash provided by investing activities is primarily driven by the proceeds from the Aramids Divestiture.
Cash used for financing activities - continuing operations
In the first nine months of 2026, cash used for financing activities of continuing operations was $842 million compared with cash used of $538 million in the same period last year. The increase in cash used for financing activities of continuing operations is primarily attributable to an increase in share buyback activities and cash used to repay commercial paper borrowings, partially offset by lower dividends paid to stockholders and proceeds from the issuance of common stock in 2026.
Cash (used in) provided by discontinued operations
In the first nine months of 2026 cash used in discontinued operations was $219 million compared with cash provided by discontinued operations of $2,279 million in the same period last year. The activity for the nine months ended September 30, 2026 presents the cash flows of the Aramids Business as discontinued operations. The activity for the nine months ended September 30, 2025 presents the cash flows of the Aramids Business and the Electronics Business as discontinued operations. Cash used from discontinued operations reflects MOU activity, including the Insurance Proceeds MOU buyout and indemnification activity, refer to Note 3 to the interim Consolidated Financial Statements for additional information.
Dividends
On February 19, 2026, the Board of Directors declared a first quarter 2026 dividend of $0.60 per share, retrospectively adjusted for the Reverse Stock Split, which was paid on March 16, 2026 to shareholders of record on March 2, 2026.
On April 15, 2026, the Board of Directors declared a second quarter 2026 dividend of $0.60 per share, retrospectively adjusted for the Reverse Stock Split, which was paid on May 29, 2026, to shareholders of record on May 15, 2026.
On June 24, 2026, the Company announced that its Board declared a third quarter 2026 dividend of $0.60 per share payable on September 15, 2026, to shareholders of record on August 31, 2026.
On October 13, 2026, the Company announced that its Board declared a fourth quarter 2026 dividend of $0.60 per share payable on December 15, 2026, to shareholders of record on November 30, 2026.
The Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company's Board of Directors.
Share Buyback Programs
In the fourth quarter of 2025, the Company's Board of Directors approved the $2B Authorization. Under the $2B Authorization, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including accelerated share repurchase ("ASR") transactions. The $2B Authorization will terminate once the authorized amount of shares have been repurchased and retired or when terminated by the Board of Directors. 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, whereby the counterparty is required to deliver a variable number of shares to the Company. DuPont received initial deliveries of 3.4 million shares of DuPont common stock, 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 the delivery of approximately 700,000 shares of additional DuPont common stock, which were retired immediately and recorded as an increase to accumulated deficit of approximately $90 million. In total, the Company repurchased 4.1 million shares at an average price of $122.66 per share under the Q4 2025 ASR Transaction.
On May 5, 2026, the Company launched an accelerated share repurchase transaction under the $2B Authorization to repurchase $275 million, in aggregate, of common stock ("Q2 2026 ASR Transaction"). In the same month, the Q2 2026 ASR Transaction was completed. The Q2 2026 ASR transaction resulted in the delivery of approximately 1.8 million shares of additional DuPont common stock at a price per share of $148.91, which were retired immediately and recorded as an increase to accumulated deficit of approximately $270 million.
On August 4, 2026, the Company launched an accelerated share repurchase transaction under the $2B Authorization to repurchase $250 million, in aggregate, of common stock ("Q3 2026 ASR Transaction"). In the same month, the Q3 2026 ASR Transaction was completed. The Q3 2026 ASR transaction resulted in the delivery of approximately 1.8 million shares of additional DuPont common stock at a price per share of $139.17, which were retired immediately and recorded as an increase to accumulated deficit of approximately $252 million.
In September 2026, DuPont entered into a $100 million open market repurchase agreement ("Q3 2026 OMR") under the $2B Authorization and repurchased approximately 700,000 shares of DuPont common stock, at an average price of $128.80 per share, which were retired immediately and recorded as an increase of $86 million to "Accumulated Deficit" in the Consolidated Statements of Equity.
Subsequent to the quarter-end, in October 2026, the Q3 2026 OMR was completed. The settlement resulted in delivery of approximately 100,000 additional DuPont common Stock for $14 million at an average price of $129.45 per share, which were
retired immediately. In total, the Company repurchased approximately 800,000 shares at an average price of $128.89 per share under the Q3 2026 OMR.
On November 3, 2026, the Company announced that it expects to repurchase $250 million, in aggregate, of common stock under the $2B Authorization during the fourth quarter of 2026.
Pension and Other Post-Employment Plans
DuPont expects to make additional contributions in the aggregate of approximately $20 million by year-end 2026 to pension and other post-employment benefit plans. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.
Restructuring and Other Cost Savings
In February 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 "2026 DuPont Restructuring Program"). Anticipated pre-tax restructuring charges and asset related charges and other cost savings of approximately $100 million to $150 million, starting in the first quarter of 2026 and continuing through 2028, are expected under the program. The Company recorded pre-tax restructuring charges of $60 million inception-to-date, consisting of severance and related benefit costs of $59 million and $1 million of asset related charges. Total current liabilities related to the Company's plan to reduce costs, streamline operations, and align its organizational and cost structure with its strategic priorities were $50 million at September 30, 2026 recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Company expects the program to be substantially complete by the end of 2028.
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 future structure of DuPont (the "Transformational Separation-Related Restructuring Program"). The Company recorded pre-tax restructuring charges of $59 million inception-to-date, consisting of severance and related benefit costs of $48 million, $6 million of asset related charges and $5 million of accelerated restricted stock compensation expense. Total liabilities related to the Transformational Separation-Related Restructuring Program were $10 million at September 30, 2026 recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Company expects the program to be substantially complete in 2026.
See Note 5 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.
DuPont de Nemours Inc. published this content on November 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 03, 2026 at 19:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]