Slides
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Qnity Electronics, Inc. September 30, 2025 Form 10-Q Supplemental Materials November 18, 2025
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2 Forward looking statements & non-GAAP financial measures Forward Looking Statements On November 1, 2025, DuPont de Nemours, Inc. ("DuPont") completed the separation of its electronics business (the “Separation”) by way of a spin-off transaction, thereby creating Qnity Electronics, Inc. ("Qnity"), a new independent, publicly traded electronics company. This presentation contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "project," "believe," "seek," "see," "will," "would," "target," “stabilization,” “confident,” “preliminary,” “initial,” ”drive,” “innovate” and similar expressions and variations or negatives of these words. Statements that describe or relate to Qnity's business plans or prospects, goals, intentions, strategies, future operating or financial performance, outlook, Qnity's expectations regarding the Spin -Off, including without limitation statements regarding Qnity's strategic path, operating model and capital allocation plan to deliver above -market growth and strong profitability and statements that do not relate to historical or current fact, are examples of forward -looking statements. Forward- looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptio ns, many of which that are beyond Qnity’s control, that could cause actual results to differ materially from those expressed in a ny forward-looking statements. Forward-looking statements are not representations or warranties or guarantees of future results. Some of the important factors that could cause Qnity’s actual results to differ materially from those projected in any such forward -looking statements include, but are not limited to the possibility that the Separation does not achieve its intended benefits; the impact of the Separati on on Qnity’s business, including the impact on Qnity’s resources, systems, procedures and controls, diversion of management’s attention and the impact and possible disruption of existing relationships with customers, suppliers, employees and other business counterparties; the possibility of disruption, including disputes, litigation or unanticipated costs, in connection wi th the Separation; the uncertainty of the expected operational and financial performance of Qnity following completion of the Separation; the outcome of any pending or future litigation; the extent and cost of ongoing remediation obligations and potential future remediation obligations; indemnification of certain legacy liabilities and Qnity’s applicable percentage for the costs as described more fully in Qnity’s Exchange Act reports on file with the Securities and Exchange Commission (“SEC”); the risks and uncertainties, including increased costs and the ability to obtain raw materials and meet customer needs from, among other events, pandemics and responsive actions; adverse changes in worldwide economic, political, regulatory, international trade, geopolitical, capital markets and other external conditions; and other factors beyond Qnity’s control, including tariffs, inf lation, recession, military conflicts, natural and other disasters or weather -related events; the ability to offset increases in cost of inputs, including raw materials, energy and logistics; the risks associated with continuing or expanding trade disputes or restrictio ns, new or increased tariffs or export controls including on exports to China of U.S.-regulated products and technology; and other risk factors discussed in Qnity’s registration statement on Form 10 filed with the SEC as well as future filings with the SEC. Consequences of material differences in results as compared with those anticipated in the forward -looking statements could include, among other things, business or supply chain disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Qnity’s consolidated financial condition, res ults of operations, credit rating or liquidity. You should not place undue reliance on forward -looking statements, which speak only as of the date they are made. Qnity assumes no obligation to publicly provide revisions or updates to any forward -looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Non-GAAP Financial Measures This presentation includes information that does not conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are considered non-GAAP measures. The non-GAAP measures presented are not necessarily indicative of the future possible key performance indicators or non-GAAP measures of Qnity. Qnity believes these non-GAAP financial measures are useful to investors because they provide additional information related to the performance of Qnity on an as managed by DuPont basis and a standalone basis. These non-GAAP financial measures supplement disclosures prepared in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Reconciliations for these non-GAAP measures to their most directly comparable U.S. GAAP financial measures are provided in the Appendix. Non-GAAP measures included in this presentation are defined below. Operating EBITDA is defined as earnings (i.e., “Income before income taxes") before interest, depreciation, amortization, non- operating pension / OPEB benefits / charges, foreign exchange gains / losses , indirect legacy costs, and adjusted for significant items. The reference to Future Reimbursable Indirect Costs is deleted from the definition of Operating EBITDA as Qnity does not have Future Reimbursable Indirect Costs in any of the periods presented. Operating EBITDA Margin is defined as Operating EBITDA divided by Net Sales. Significant items are items that impact Qnity and arise outside the ordinary course of business that management believes may cause misinterpretation of underlying business performance, both historical and future, based on a combination of some or all of the item’s size, unusual nature and infrequent occurrence. Management classifies as significant items certain costs and expen ses associated with integration and separation activities related to transformational acquisitions and divestitures as they are considered unrelated to ongoing business performance. Indirect legacy costs relate to cost sharing arrangements executed between DuPont and Qnity at the time of the separation. Su ch costs include certain litigation and environmental-related shared costs and indirect cost sharing arrangements, and are excluded from Operating EBITDA, as defined above, as they are considered unrelated to ongoing Qnity business performance. Pro Forma Operating EBITDA is defined as Pro Forma earnings (i.e., “ Pro Forma Income before income taxes") before Proforma adjustments related to interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, foreign exchange gains / losses , indirect legacy costs, and adjusted for significant items. Adjusted Pro Forma Operating EBITDA is defined as Pro Forma Operating EBITDA less recurring management adjustments as presented in the Appendix. Adjusted Pro Forma Operating EBITDA Margin is defined as Adjusted Pro Forma Operating EBITDA divided by Net Sales. Organic Net Sales is defined as net sales excluding the impacts of currency and portfolio.
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Reconciliations
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4 3Q Adjusted Operating EBITDA: Carve Out & Pro Forma Operating EBITDA ($M) 1) Net Sales has been derived from our historical combined financial statements, which were prepared on a carve-out basis as we did not operate as a stand-alone entity in 2024 or during the period ended September 30, 2025. The financial information and metrics presented have been voluntarily provided and reflect Qnity on a projected standalone basis. 2) Carve-Out Adjusted Operating EBITDA is a non-GAAP financial measure and is defined as earnings (i.e., “Income before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, foreign exchange gains / losses, indirect legacy costs, and adjusted for significant items. 3) Adjusted Pro Forma Operating EBITDA is a non-GAAP financial measure and is defined as Pro Forma earnings (i.e., “ Pro Forma Income before income taxes") before Pro Forma adjustments related to interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, foreign exchange gains / losses, indirect legacy costs, and adjusted for significant items. Includes the pro forma and management adjustments expected to be incurred annually following spin- off related to stand-alone public company costs. 4) Adjusted Operating EBITDA Margin is defined as Adjusted Operating EBITDA divided by Net Sales. Adjusted Pro Forma Operating EBITDA Margin is defined as Adjusted Pro Forma Operating EBITDA divided by Net Sales. 5) For the purpose of Q3 2025 results, we have included the full amount of interest expense in the pro forma results. A portion of this expense is reflected in Q3 Carve results, due to the issuance of the Senior Secured Notes and Senior Unsecured Notes in August 2025. 6) Carve-out & Pro forma Other Expenses include non- operating pension / OPEB benefits / charges, foreign exchange gains / losses, net, and significant items including litigation/ environmental/legal costs, and restructuring expense. 7) Reflects a management adjustment to give effect to the Spin-Off of Qnity into an independent, publicly traded company, for the three months ended September 30, 2024 and September 30, 2025. The adjustment is not reflected net of tax. This is incremental to corporate costs reflected in the Carve-Out Adjusted Operating EBITDA. 8) Corporate includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, and other costs not absorbed by reportable segments. Q3 2024 Q3 2025 Carve Out Net Sales1 $1,148 $1,276 Semiconductor Technologies Segment 640 693 Interconnect Solutions Segment 508 583 Carve Out Net Income (GAAP) $207 $223 Provision for Income Taxes 43 49 Income before income taxes $250 $272 Depreciation and Amortization 102 94 Interest Expense5 - 14 Other Expenses/(Income) 6 7 2 Adjusted Operating EBITDA2 $359 $382 Semiconductor Technologies Segment 232 240 Interconnect Solutions Segment 135 152 Corporate Operating EBITDA8 (8) (10) Adjusted Operating EBITDA Margin4 31% 30% 4 Q3 2024 Q3 2025 Carve Out Net Sales1 $1,148 $1,276 Semiconductor Technologies Segment 640 693 Interconnect Solutions Segment 508 583 Carve Out Net Income – Pro Forma Adj. $149 $170 Management Adjustments7 (15) (15) Pro Forma & Management Adj. Net Income $134 $155 Provision for Income Taxes 39 50 Income before income taxes $173 $205 Depreciation and Amortization 102 95 Interest Expense5 63 65 Other Expenses/(Income)6 10 5 Adjusted Pro Forma Operating EBITDA3 $348 $370 Semiconductor Technologies Segment 230 235 Interconnect Solutions Segment 133 150 Corporate Operating EBITDA8 (15) (15) Adjusted Pro Forma Operating EBITDA Margin4 30% 29% Carve-Out 2024 & 2025 Results Adjusted Pro Forma Carve-Out 2024 & 2025 Results
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5 YTD 3Q Adjusted Operating EBITDA: Carve Out & Pro Forma Operating EBITDA ($M) 1) Net Sales has been derived from our historical combined financial statements, which were prepared on a carve-out basis as we did not operate as a stand-alone entity in 2024 or during the period ended September 30, 2025. The financial information and metrics presented have been voluntarily provided and reflect Qnity on a projected standalone basis. 2) Carve-Out Adjusted Operating EBITDA is a non-GAAP financial measure and is defined as earnings (i.e., “Income before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, foreign exchange gains / losses, indirect legacy costs, and adjusted for significant items. 3) Adjusted Pro Forma Operating EBITDA is a non-GAAP financial measure and is defined as Pro Forma earnings (i.e., “ Pro Forma Income before income taxes") before Pro Forma adjustments related to interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, foreign exchange gains / losses, indirect legacy costs, and adjusted for significant items. Includes the pro forma and management adjustments expected to be incurred annually following spin- off related to stand-alone public company costs. 4) Adjusted Operating EBITDA Margin is defined as Adjusted Operating EBITDA divided by Net Sales. Adjusted Pro Forma Operating EBITDA Margin is defined as Adjusted Pro Forma Operating EBITDA divided by Net Sales. 5) For the purpose of Q3 2025 results, we have included the full amount of interest expense in the pro forma results. A portion of this expense is reflected in Q3 Carve results, due to the issuance of the Senior Secured Notes and Senior Unsecured Notes in August 2025. 6) Carve-out & Pro forma Other Expenses include non- operating pension / OPEB benefits / charges, foreign exchange gains / losses, net, and significant items including litigation/ environmental/legal costs, and restructuring expense. 7) Reflects a management adjustment to give effect to the Spin-Off of Qnity into an independent, publicly traded company, for the nine months ended September 30, 2024 and September 30, 2025. The adjustment is not reflected net of tax. This is incremental to corporate costs reflected in the Carve-Out Adjusted Operating EBITDA. 8) Corporate includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, and other costs not absorbed by reportable segments. YTD Q3 2024 YTD Q3 2025 Carve Out Net Sales1 $3,234 $3,564 Semiconductor Technologies Segment 1,834 1,981 Interconnect Solutions Segment 1,400 1,583 Carve Out Net Income (GAAP) $503 $620 Provision for Income Taxes 145 153 Income before income taxes $648 $773 Depreciation and Amortization 297 280 Interest Expense5 - 14 Other Expenses/(Income) 6 3 24 Adjusted Operating EBITDA2 $948 $1,091 Semiconductor Technologies Segment 638 713 Interconnect Solutions Segment 331 403 Corporate Operating EBITDA8 (21) (25) Adjusted Operating EBITDA Margin4 29% 31% 5 YTD Q3 2024 YTD Q3 2025 Carve Out Net Sales1 $3,234 $3,564 Semiconductor Technologies Segment 1,834 1,981 Interconnect Solutions Segment 1,400 1,583 Carve Out Net Income – Pro Forma Adj. $329 $450 Management Adjustments7 (45) (45) Pro Forma & Management Adj. Net Income $284 $405 Provision for Income Taxes 133 147 Income before income taxes $417 $552 Depreciation and Amortization 297 280 Interest Expense5 189 187 Other Expenses/(Income)6 12 34 Adjusted Pro Forma Operating EBITDA3 $915 $1,053 Semiconductor Technologies Segment 633 700 Interconnect Solutions Segment 327 398 Corporate Operating EBITDA8 (45) (45) Adjusted Pro Forma Operating EBITDA Margin4 28% 30% Carve-Out 2024 & 2025 Results Adjusted Pro Forma Carve-Out 2024 & 2025 Results
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6 Full Year Adjusted Operating EBITDA: Carve Out & Pro Forma Operating EBITDA ($M) 2024 ~ 2025E Carve Out Net Sales1 $4,335 $4,700 Semiconductor Technologies Segment 2,450 2,600 Interconnect Solutions Segment 1,885 2,100 Carve Out Net Income (GAAP) $724 $800 Provision for Income Taxes 177 200 Depreciation and Amortization 394 380 Interest Expense5 - 45 Other Expenses/(Income) 6 2 25 Adjusted Operating EBITDA2 $1,297 $1,450 Adjusted Operating EBITDA Margin4 30% 30% 6 2024 ~ 2025E Carve Out Net Sales1 $4,335 $4,700 Semiconductor Technologies Segment 2,450 2,600 Interconnect Solutions Segment 1,885 2,100 Carve Out Net Income – Pro Forma Adj. $492 $600 Management Adjustments7 (60) (60) Pro Forma & Management Adj. Net Income $432 $540 Provision for Income Taxes 161 195 Depreciation and Amortization 394 380 Interest Expense5 252 250 Other Expenses/(Income)6 13 35 Adjusted Pro Forma Operating EBITDA3 $1,252 $1,400 Adjusted Pro Forma Operating EBITDA Margin4 29% 30% Carve-Out 2024 & Estimated 2025 Results Adjusted Pro Forma Carve-Out 2024 & Estimated 2025 Results 1) Net Sales has been derived from our historical combined financial statements, which were prepared on a carve-out basis as we did not operate as a stand-alone entity in 2024 or during the period ended September 30, 2025. The estimated financial information and metrics presented have been voluntarily provided and reflect Qnity on a projected standalone basis. 2) Carve-Out Adjusted Operating EBITDA is a non-GAAP financial measure and is defined as earnings (i.e., “Income before income taxes") before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, foreign exchange gains / losses, indirect legacy costs, and adjusted for significant items. 3) Adjusted Pro Forma Operating EBITDA is a non-GAAP financial measure and is defined as Pro Forma earnings (i.e., “ Pro Forma Income before income taxes") before Pro Forma adjustments related to interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, foreign exchange gains / losses, indirect legacy costs, and adjusted for significant items. Includes the pro forma and management adjustments expected to be incurred annually following spin- off related to stand-alone public company costs. 4) Adjusted Operating EBITDA Margin is defined as Adjusted Operating EBITDA divided by Net Sales. Adjusted Pro Forma Operating EBITDA Margin is defined as Adjusted Pro Forma Operating EBITDA divided by Net Sales. 5) For the purpose of 2025E full year estimated results, we have included the full amount of interest expense in the pro forma results. A portion of this expense will be reflected in Carve results, due to the issuance of the Senior Secured Notes and Senior Unsecured Notes in August 2025 and the Senior Secured Term Loan Facility entered into at the time of spin. 6) Carve-out & Pro forma Other Expenses include non- operating pension / OPEB benefits / charges, foreign exchange gains / losses, net, and significant items including litigation/ environmental/legal costs, and restructuring expense. 7) Reflects a management adjustment to give effect to the Spin-Off of Qnity into an independent, publicly traded company, for the twelve months ended December 31, 2024 and December 31, 2025. The adjustment is not reflected net of tax. This is incremental to corporate costs reflected in the Carve-Out Adjusted Operating EBITDA.
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ElectronicsCo Segment to Qnity Adjusted Pro Forma Operating EBITDA Bridges
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8 Third Quarter Ended September 30, 2025: ElectronicsCo Segment to Qnity Adjusted Pro Forma Operating EBITDA Bridge $403 $382 $370 Segment 3Q'25 Corp Costs Depr Adj Other Carve 3Q'25 Pro forma adj Management adj Adj PF 3Q'25 ($ Millions) ➢ Includes costs not previously charged to segment results. ➢ Qnity carve financials include $10 million of additional corporate expenses representing Qnity’s portion of DuPont’s corporate costs not reflected in the ElectronicsCo segment. ➢ Qnity carve financials include $9 million of lower benefit from depreciationexpense as a result of assets not included in the transaction perimeter. ➢ Other adjustments of $2 million related to stock-compensation expense and other miscellaneous expenses not reflected in the ElectronicsCo segment. ➢ Includes Pro forma adjustments, which give effect to the Spin-Off of Qnity into an independent, publicly traded company, for the three months ended September 30, 2025. ➢ Pro forma adj - reflects a benefit of $3 million related to the Transaction Accounting Adjustments and Autonomous Entity Adjustments, which impact Operating EBITDA. ➢ Managementadj – reflects incrementalrecurring costs of $15 million expected to be incurred following the Spin-Off in order to operate as a standalone public company. Key Differences *Represents3Q’25 results for DuPont’s ElectronicsCo segment, as disclosed per DuPont 3Q’25 earnings materials. See those applicable materials for non-GAAP reconciliations. **Operating EBITDA and Adjusted Pro Forma Operating EBITDA are measures defined herein. Operating EBITDA represents the aggregate of Semiconductor Technologies, Interconnect Solutions, and Corporate Segments’ Operating EBITDA as disclosed in the 3Q 2025 10-Q. Please refer to the reconciliation slides herein for the Non – GAAP reconciliations. 6 ElectronicsCo Segment Op EBITDA (DuPont)* Qnity Operating EBITDA Carve** Qnity Adjusted Pro Forma Operating EBITDA **
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9 9 months Year to Date September 30, 2025: ElectronicsCo Segment to Qnity Adjusted Pro Forma Operating EBITDA Bridge $1,149 $1,091 $1,053 Segment 3Q'25 YTD Corp Costs Depr Adj Other Carve 3Q'25 YTD Pro forma adj Management adj Adj PF 3Q'25 YTD ($ Millions) ➢ Includes costs not previously charged to segment results. ➢ Qnity carve financials include $31 million of additional corporate expenses representing Qnity’s portion of DuPont’s corporate costs not reflected in the ElectronicsCo segment. ➢ Qnity carve financials include $24 million of lower benefit from depreciationexpense as a result of assets not included in the transaction perimeter. ➢ Other adjustments of $3 million related to stock-compensation expense and other miscellaneous expenses not reflected in the ElectronicsCo segment. ➢ Includes Pro forma adjustments, which give effect to the Spin-Off of Qnity into an independent, publicly traded company, for the nine months ended September 30, 2025. ➢ Pro forma adj - reflects a benefit of $7 million related to the TransactionAccounting Adjustments and Autonomous Entity Adjustments, which impact Operating EBITDA. ➢ Managementadj – reflects incrementalrecurring costs of $45 million expected to be incurred following the Spin-Off in order to operate as a standalone public company. Key Differences *Represents3Q’25 YTD results for DuPont’s ElectronicsCo segment, as disclosed per DuPont 3Q’25 earnings materials. See those applicable materials for non-GAAP reconciliations. **Operating EBITDA and Adjusted Pro Forma Operating EBITDA are measures defined herein. Operating EBITDA represents the aggregate of Semiconductor Technologies, Interconnect Solutions, and Corporate Segments’ Operating EBITDA as disclosed in the 3Q 2025 10-Q. Please refer to the reconciliation slides herein for the Non – GAAP reconciliations. 6 ElectronicsCo Segment Op EBITDA (DuPont)* Qnity Operating EBITDA Carve** Qnity Adjusted Pro Forma Operating EBITDA **
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10 2025 Full Year Estimated (2025E): ElectronicsCo Segment to Estimated Qnity Adjusted Pro Forma Operating EBITDA Bridge $1,520 $1,450 $1,400 Segment FY 2025E* Corp Costs Depr Adj Other Carve FY 2025E** Pro forma adj Management adj Adj PF FY 2025E** ($ Millions) ➢ Includes costs not previously charged to segment results. ➢ Qnity carve financials include $35 million of additional corporate expenses representing Qnity’s portion of DuPont’s corporate costs not reflected in the ElectronicsCo segment. ➢ Qnity carve financials include $32 million of lower benefit from depreciation expense as a result of assets not included in the transaction perimeter. ➢ Other adjustments of $3 million related to stock-compensation expense and other miscellaneous expenses not reflected in the ElectronicsCo segment. ➢ Includes Pro forma adjustments, which give effect to the Spin-Off of Qnity into an independent, publicly traded company, for the twelve months ended December 31, 2025. ➢ Pro forma adj - reflects a benefit of $10 million related to the Transaction Accounting Adjustments and Autonomous Entity Adjustments , which impact Operating EBITDA. ➢ Management adj – reflects incremental recurring costs of $60 million expected to be incurred following the Spin-Off in order to operate as a standalone public company. Key Differences *Represents estimated FY2025 results of ElectronicsCo segment if it operated as a segment of DuPont for the entire year. **Adjusted Carve Out Operating EBITDA and Adjusted Pro Forma Operating EBITDA are measures defined on the reconciliation slides. 6 ElectronicsCo Segment Op EBITDA (DuPont)* Qnity Operating EBITDA Carve** Qnity Adjusted Pro Forma Operating EBITDA **
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