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What changed in DuPont's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of DuPont's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+469 added−462 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-14)

Top changes in DuPont's 2025 10-K

469 paragraphs added · 462 removed · 280 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

39 edited+25 added−60 removed11 unchanged
Biggest changeThrough training and professional development initiatives, promoting a respectful and welcoming culture, and emphasizing the importance of health, safety and well-being, the Company’s aim is to create an environment that fully supports the needs of its employees providing opportunity for financial and career growth, an inclusive and collegial experience and purpose in doing work that matters. 13 Table of Contents The Company is committed to upholding a workplace culture that prioritizes the wellbeing and fulfillment of our employees and strongly believes that this approach not only aligns with our values but also positively impacts our long-term performance.
Biggest changeThe Company’s aim is to create an environment that fully supports the needs of its employees providing opportunity for financial and career growth, an inclusive and collegial experience and purpose in doing work that matters, through: Training and Professional Development The Company has prioritized learning and career development opportunities for leaders and all employees.
The contents of the Company’s websites, including those referenced above and elsewhere in this report, are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document DuPont has or in the future may file with the SEC, and any references to the Company’s websites are intended to be inactive textual references only. 15 Table of Contents
The contents of the Company’s websites, including those referenced above and elsewhere in this report, are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document DuPont has or in the future may file with the SEC, and any references to the Company’s websites are intended to be inactive textual references only. 13 Table of Contents
These reports are made available, without charge, as soon as is reasonably practicable after the Company files or furnishes them electronically with the SEC. 14 Table of Contents DuPont webcasts its quarterly earnings calls and certain events it participates in or hosts with members of the investment community under For Investors section, in the "About Us" section of the Company’s website.
These reports are made available, without charge, as soon as is reasonably practicable after the Company files or furnishes them electronically with the SEC. DuPont webcasts its quarterly earnings calls and certain events it participates in or hosts with members of the investment community under For Investors section, in the "About Us" section of the Company’s website.
INTELLECTUAL PROPERTY The Company’s businesses differentially manage their respective intellectual property estates to support Company strategic priorities, which can include leveraging intellectual property within and across product lines. 12 Table of Contents Trade Secrets: Trade secrets are an important part of the Company's intellectual property.
INTELLECTUAL PROPERTY The Company’s businesses differentially manage their respective intellectual property estates to support Company strategic priorities, which can include leveraging intellectual property within and across product lines. Trade Secrets: Trade secrets are an important part of the Company's intellectual property.
Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations.
Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, Aramids Business, and Electronics Business, do not meet the criteria for discontinued operations and remain reported within continuing operations.
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 Future Reimbursable Indirect Costs, and adjusted for significant items. 11 Table of Contents INDUSTRY SEGMENTS AND GEOGRAPHIC REGION RESULTS See Note 5 to the Consolidated Financial Statements for net sales by business or major product line.
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 future reimbursable indirect costs, remediation costs associated with divested businesses, and is adjusted for significant items. 10 Table of Contents INDUSTRY SEGMENTS AND GEOGRAPHIC REGION RESULTS See Note 5 to the Consolidated Financial Statements for net sales by business or major product line.
The Company continues to provide no-cost Employee Assistance Program ("EAP") services to all employees globally and their immediate household members. All employees also have the support of the Company’s Health Services teams, which provides onsite and intranet-based services to support and monitor the health and welfare of employees.
The Company provides no-cost Employee Assistance Program ("EAP") services to all employees globally and their immediate household members. All employees also have the support of the Company’s Health Services teams, which provides onsite and internet-based services to support and monitor the health and welfare of employees.
At December 31, 2024, the Company has subsidiaries in about 50 countries worldwide and manufacturing operations in about 24 countries. See Note 23 to the Consolidated Financial Statements for details on the location of the Company's sales and property.
At December 31, 2025, the Company has subsidiaries in about 50 countries worldwide and manufacturing operations in about 20 countries. See Note 23 to the Consolidated Financial Statements for details on the location of the Company's sales and property.
The Company actively works to mitigate impacts of such conditions. DISTRIBUTION Most products are marketed primarily through the Company's sales organization, although for some product lines, more emphasis is placed on sales through distributors. The Company has a diverse worldwide network which markets and distributes the Company's brands to customers globally.
DISTRIBUTION Most products are marketed primarily through the Company's sales organization, although for some product lines, more emphasis is placed on sales through distributors. The Company has a diverse worldwide network which markets and distributes the Company's brands to customers globally.
The Company’s larger manufacturing and research sites have onsite clinics where employees can get occupational care, first aid treatment, travel vaccinations and referrals for off-site medical care. The Company continuously strives for zero workplace injuries, occupational illnesses and incidents.
The Company’s larger manufacturing and research sites have onsite clinics where employees can get occupational care, first aid treatment, travel vaccinations and referrals for off-site medical care. The Company continuously strives for zero workplace injuries, occupational illnesses and incidents. The Company’s safety metrics are continually measured against this goal.
DuPont employees have access to online health resources through our global wellness provider to help them improve their overall well-being, including a health assessment, healthy habit building and tracking, videos and content to reduce stress and increase resilience, better sleep habits, nutrition guides, company wellness challenges, and financial wellness education.
Emphasizing the Importance of Health, Safety and Well-Being DuPont employees have access to online health resources through the Company's global wellness provider to help them improve their overall well-being, including a health assessment, healthy habit building and tracking, videos and content to reduce stress and increase resilience, nutrition guides, company wellness challenges, and financial wellness education.
The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.
Future Reimbursable Indirect Costs are reported within continuing operations in Corporate but are excluded from Operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate and are included within Operating EBITDA.
The term of these patents is approximately twenty years from the filing date in general, but varies depending on country and type of patent protection. DuPont's significant patent estate may be leveraged to align with the Company’s strategic priorities within and across product lines. At December 31, 2024, the Company owned about 12,800 patents and patent applications globally.
The term of these patents is approximately twenty years from the filing date in general, but varies depending on country and type of patent protection. DuPont's patent estate may be leveraged to align with the Company’s strategic priorities within and across product lines.
The comprehensive income related to the M&M Businesses has not been segregated and are included in the Consolidated Statements of Comprehensive Income, for the year ended December 31, 2024, 2023 and 2022, as applicable.
The comprehensive income related to the M&M Businesses, Aramids Business, and Electronics Business has not been segregated and is included in the Consolidated Statements of Comprehensive Income, for the years ended December 31, 2025, 2024 and 2023, as applicable.
DuPont provides programming to equip leaders with the skills needed to support our employees through effective leadership. Annually, our senior leadership identifies key talent based on performance, potential and aspiration to develop for advancement. The Company's success also depends on the well-being of employees, including physical, mental and emotional health.
DuPont provides programming to equip leaders with the skills needed to support our employees through effective leadership. Annually, senior leadership identifies key talent based on performance, potential and aspiration to develop for advancement.
DuPont is a Delaware corporation formed in 2015 (formerly, DowDuPont Inc.), for the purpose of effecting an all-stock merger of equals transactions between The Dow Chemical Company ("TDCC") and E. I. du Pont de Nemours and Company ("EID").
Transformational Journey DuPont is a Delaware corporation formed in 2015 (formerly, DowDuPont Inc.), for the purpose of effecting the all-stock merger of equals transactions between The Dow Chemical Company ("TDCC") and E. I. du Pont de Nemours and Company (n/k/a as EIDP, Inc., "EIDP"), which became effective on August 31, 2017.
The Consolidated Financial Statements included in this annual report present the financial position of DuPont as of December 31, 2024 and 2023, the results of operations of DuPont for the years ended December 31, 2024, 2023 and 2022, and the Consolidated Statements of Cash Flows giving effect to the M&M Divestitures as if it had occurred on January 1, 2022, with the historical financial results of the businesses divested as part of the M&M Divestitures (the "M&M Businesses") reflected as discontinued operations, as applicable.
The revenues and certain expenses of the M&M Businesses, Aramids Business, and Electronics Business are classified as discontinued operations in the current and historical periods. 5 Table of Contents The Consolidated Financial Statements included in this annual report present the financial position of DuPont as of December 31, 2025 and 2024, the results of operations of DuPont for the years ended December 31, 2025, 2024 and 2023, and the Consolidated Statements of Cash Flows giving effect to the M&M Divestitures, Aramids Divestiture, and Electronics Separation as if each had occurred on January 1, 2023, with the historical financial results of the businesses divested as part of the aforementioned divestitures (the "M&M Businesses", “Aramids Business”, and “Electronics Business”) reflected as discontinued operations, as applicable.
ITEM 1. BUSINESS Throughout this Annual Report on Form 10-K, except as otherwise noted by the context, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries.
ITEM 1. BUSINESS Throughout this Annual Report on Form 10-K, except as otherwise noted by the context, the terms "DuPont" or "Company" used herein mean DuPont de Nemours, Inc. and its consolidated subsidiaries. DuPont is a leading provider of advanced solutions that improve everyday life across healthcare, water, construction and industrial markets.
SOURCES AND AVAILABILITY OF MAJOR RAW MATERIALS The Company uses a wide variety of raw materials in the manufacturing of products. The prices of raw materials are driven by global supply and demand. In recent years, raw material prices and availability have been affected by worldwide economic conditions, including supply chain disruptions and inflationary cost pressures.
The prices of raw materials, including the price of energy, are driven by global supply and demand. In recent years, raw material prices and availability have been affected by worldwide economic conditions, including supply chain disruptions and inflationary cost pressures. The Company actively works to mitigate impacts of such conditions.
Spectrum is a recognized leader in advanced manufacturing of specialty medical devices and components with a strategic focus on key therapeutic areas such as structural heart, electrophysiology, surgical robotics and cardiovascular. Spectrum is presented within the Industrial Solutions business.
Acquisitions On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group ("Spectrum") from AEA Investors. Spectrum is a recognized leader in the advanced manufacturing of specialty medical devices and components with a strategic focus on key therapeutic areas such as structural heart, electrophysiology, surgical robotics and cardiovascular.
The Company is committed to ensuring fair access to growth and fulfillment opportunities for its employees and to positively impacting communities in which it operates. In furtherance of these commitments, the Company supports several employee-led resource groups which are open to all employees. Organizational culture is only as strong and resilient as its leaders; therefore, DuPont invests in leadership development.
Promoting a Respectful and Welcoming Culture The Company is committed to ensuring fair access to growth and fulfillment opportunities for its employees and to positively impacting communities in which it operates. In furtherance of these commitments, the Company supports several employee-led resource groups which are open to all employees. DuPont regularly gathers feedback from our employees and analyzes its progress.
To ensure that the Company is consistently fulfilling this commitment, DuPont regularly gathers feedback from our colleagues and analyzes our progress. Annually, an enterprise-wide engagement survey is conducted, which provides insight into employee morale and aspects of workplace culture like core values, commitment to ethical behavior, teamwork and employee development.
Annually, an enterprise-wide engagement survey is conducted, which provides insight into employee morale and aspects of workplace culture like core values, commitment to ethical behavior, teamwork and employee development.
ENVIRONMENTAL REGULATORY MATTERS DuPont operates global manufacturing, product handling and distribution facilities that are subject to a broad array of environmental laws and regulations.
Ownership rights in trademarks do not expire if the trademarks are continued in use and properly protected. ENVIRONMENTAL REGULATORY MATTERS DuPont operates global manufacturing, product handling and distribution facilities that are subject to a broad array of environmental laws and regulations.
Additional corporate governance information, including DuPont’s amended and restated charter, amended and restated bylaws, corporate governance guidelines, Board committee charters, and code of business conduct and ethics, is available under Corporate Governance in the "For Investors" section of the Company’s website. Nothing on the DuPont websites shall be deemed incorporated by reference into this Annual Report on Form 10-K.
Corporate governance information, including DuPont’s amended and restated charter, amended and restated bylaws, corporate governance guidelines, Board committee charters, and code of business conduct and ethics, is available under Corporate Governance in the "For Investors" section of the Company’s website.
Health Services also assesses health risks across DuPont to find out which health concerns are most important to the Company's employees, conducts medical surveillance exams based on occupational risks and regulatory compliance priorities flagged by DuPont’s Environmental, Health and Safety team. As of December 31, 2024, the Company employed approximately 24,000 people worldwide.
Health Services also assesses health risks across DuPont to find out which health concerns are most important to the Company's employees, conducts medical surveillance exams based on occupational risks and regulatory compliance priorities flagged by DuPont’s Environmental, Health and Safety team. 12 Table of Contents AVAILABLE INFORMATION The Company is subject to the reporting requirements under the Securities Exchange Act of 1934.
The results of Corporate & Other also include the sales and activity of certain divested businesses including the operations of the Biomaterials business unit divested in May 2022. Corporate & Other also includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable segments.
CORPORATE Corporate includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable segments. Corporate also includes DuPont's equity interest in Derby Holdings Group related to the Delrin ® Divestiture.
Approximately 80 percent of the Company’s patent estate has a remaining term of more than 5 years. Trademarks: The Company owns or licenses many trademarks that have significant recognition at the consumer retail level and/or the product line to product line level. Ownership rights in trademarks do not expire if the trademarks are continued in use and properly protected.
More than 70 percent of the Company’s patent estate associated with its continuing operations has a remaining term of more than 5 years. 11 Table of Contents Trademarks: The Company owns or licenses many trademarks that have significant recognition at the consumer retail level and/or the product line level.
All employees take part in a mix of on-the-job training and appropriate learning and training opportunities focusing on topics that are the most critical and relevant to each employees’ job function. Employees have the freedom to create meaningful development plans, identify goals, and take steps to achieve them.
The Company offers a wide set of training, education and development opportunities, both formally and informally, throughout the year. All employees take part in a mix of on-the-job training and appropriate learning and training opportunities focusing on topics that are the most critical and relevant to each employee's job function.
Approximately 34 percent of employees were in Asia Pacific, 16 percent were in the EMEA, 5 percent were in Latin America and 45 percent were in the U.S and Canada. Within the United States, about 6,000 employees were in non-exempt or hourly-rate positions. AVAILABLE INFORMATION The Company is subject to the reporting requirements under the Securities Exchange Act of 1934.
Approximately 18 percent of employees were in Asia Pacific, 24 percent were in EMEA, 8 percent were in Latin America and 50 percent were in the U.S and Canada. Within the United States, about 4,000 employees were in non-exempt or hourly-rate positions.
Donatelle Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices. Donatelle Plastics is presented within the Industrial Solutions business. On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group from AEA Investors.
Spectrum is primarily reported within the Healthcare Technologies business within the Healthcare & Water Technologies segment On July 28, 2024, the Company completed the acquisition of Donatelle Plastics, LLC ("Donatelle"). Donatelle is a medical device company specializing in the design, development and manufacture of medical components and devices.
A portion of these indirect costs related to activities the Company continues to undertake post-closing of the M&M Divestitures, and for which it is reimbursed (“Future Reimbursable Indirect Costs”). Future Reimbursable Indirect Costs are reported within continuing operations in Corporate & Other but are excluded from Operating EBITDA as defined below.
A portion of these indirect costs include costs related to activities the Company will or continues to undertake post-closing of the M&M Divestitures, Aramids Divestiture, and Electronics Separation, and for which it is or will be reimbursed (“Future Reimbursable Indirect Costs”).
BASIS OF PRESENTATION The M&M Divestitures represent a strategic shift with a related major impact on DuPont's operations and results.
The M&M Divestitures, intended Aramids Divestiture, and Electronics Separation represent strategic shifts with related major impacts on DuPont's operations and results.
Unless otherwise indicated, the information in the Notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the M&M Businesses. 7 Table of Contents SEGMENT INFORMATION The revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the current and historical periods.
Unless otherwise indicated, the information in the Notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of discontinued operations. SEGMENT INFORMATION Effective in the fourth quarter of 2025, following the Electronics Separation, the Company realigned its management and reporting structure.
See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 23 in this annual report for additional information concerning the Company’s operating segments.
See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 23 in this annual report for additional information concerning the Company’s operating segments. 6 Table of Contents HEALTHCARE & WATER TECHNOLOGIES Healthcare & Water Technologies is a global leader in providing innovative high-performance products, components, and solutions across a number of industries including medical packaging, medical devices, water filtration and purification, and protective garments.
The costs of the M&M Businesses that are classified as discontinued operations include only direct operating expenses incurred prior to the M&M Divestiture on November 1, 2022 and costs which the Company stopped incurring upon the close of the Delrin® Divestiture.
The costs of the M&M Businesses, Aramids Business, and Electronics Business that are classified as discontinued operations include only direct operating expenses incurred by the businesses.
The Company provides extensive support, technical services and testing services for its customers, in addition to new product development. The Company believes that its proprietary product and process technologies, robust product and application development pipelines, customer intimacy, global manufacturing capability and local service capability enable it to compete successfully.
The Company believes that its proprietary product and process technologies, robust product and application development pipelines, well-known brands, customer intimacy, global manufacturing capability, and local service capability help strengthen its competitive position and enable it to compete successfully. SOURCES AND AVAILABILITY OF MAJOR RAW MATERIALS The Company uses a wide variety of raw materials in the manufacturing of products.
For more information see: (1) Environmental Proceedings on page 30 , (2) Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on page 37 , (3) Notes 1 and 16 to the Consolidated Financial Statements. SUSTAINABILITY DuPont’s purpose is to empower the world with the essential innovations to thrive.
For more information see: (1) Environmental Proceedings, (2) Management's Discussion and Analysis of Financial Condition and Results of Operations, (3) Notes 1 and 16 to the Consolidated Financial Statements. HUMAN CAPITAL As of December 31, 2025, the Company employed approximately 15,000 people worldwide, approximately 1,700 of which are dedicated to the Aramids Business.
SEASONALITY Certain of the Company's sales are seasonal as consumer electronics and North American and European construction end-market demand generally increases in the second and third fiscal quarters resulting in sales increases in Interconnect Solutions and Shelter Solutions, respectively. This seasonality is partially mitigated by the other products provided by the Company that have no material seasonal effect.
This network consists of the Company's sales and marketing organization partnering with distributors, independent retailers, cooperatives and agents throughout the world. SEASONALITY Certain of the Company's sales are seasonal as construction market demand for North America in Building Technologies generally increases in the second and third fiscal quarters.
The Company is continuously evaluating opportunities for existing and new product and service offerings to meet the anticipated demands of a low-carbon economy. Information about DuPont’s sustainability-related policies, programs, initiatives and goals is available under Sustainability in the "About Us" section of its website.
Information on DuPont’s sustainability strategy and related policies, programs, initiatives, goals and progress is available under Sustainability in the "About Us" section of its website. Nothing on the DuPont websites shall be deemed incorporated by reference into this Annual Report on Form 10-K.
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Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("DWDP Merger Agreement"), TDCC and EID each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, TDCC and EID became subsidiaries of DowDuPont (the "DWDP Merger").
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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.
Removed
Prior to the DWDP Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the DWDP Merger Agreement.
Added
As a result of the merger, TDCC and EIDP became subsidiaries of DowDuPont Inc. (the "DWDP Merger"). The DWDP Merger aimed to combine the strengths of both companies and then realign the assets to create three more focused and streamlined public companies.
Removed
For purposes of DowDuPont's financial statement presentation, TDCC was determined to be the accounting acquirer in the DWDP Merger and EID's assets and liabilities are reflected at fair value as of the DWDP Merger Effectiveness Time.
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(“Corteva”) including Corteva’s subsidiary EIDP, (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”). On its transformation journey from a specialty products company to a focused advanced solutions provider, DuPont has taken the following actions: • the divestiture in 2021 of the Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrance Inc.
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(“Corteva”) including Corteva’s subsidiary EID, (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”). Effective January 1, 2023, Corteva’s subsidiary EID changed its name to EIDP, Inc. (“EIDP”), and therefore references to EID reflect this name change as appropriate.
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(“IFF”) in a Reverse Morris Trust transaction (the “N&B Transaction”); • the divestiture in 2022 of the majority of the businesses comprising the historical Materials & Mobility (M&M) segment to Celanese Corporation (the “M&M Divestiture”); • the divestiture in 2023 of the Delrin® business, part of the historical M&M segment, to TJC LP ("TJC"), (the “Delrin® Divestiture” and together with the M&M Divestiture, referred to as the "M&M Divestitures"); • the entry in the third quarter of 2025 into a definitive agreement to sell the Aramids business (the “Aramids Divestiture”) to Arclin, a portfolio company of an affiliate of TJC, in a transaction that is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals; and • 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.
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DuPont is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life by applying diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety.
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(“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”). See Part II, Item 7 Management’s Discussion & Analysis and Notes 4 and 15 to the Consolidated Financial Statements for more information.
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Significant Transformational Divestitures On February 1, 2021, the Company completed the divestiture of the Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrance Inc. (“IFF”) in a Reverse Morris Trust transaction (the “N&B Transaction”) that resulted in IFF issuing shares to DuPont stockholders. See Note 4 to the Consolidated Financial Statements for more information.
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This realignment resulted in a change in reportable segments which changed the manner in which the Company reports its financial results (the "Q4 2025 Segment Realignment"), creating two new reportable segments: Healthcare & Water Technologies and Diversified Industrials.
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On February 18, 2022, the Company announced that it had entered an agreement on February 17, 2022, (the "Transaction Agreement") with Celanese Corporation ("Celanese") for divestiture of the majority of DuPont’s historic Mobility & Materials (“M&M”) segment, (the “M&M Divestiture”).
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As a result, the Consolidated Financial Statements have been recast for all periods presented to reflect the new two segment reporting structure as described below: • Healthcare & Water Technologies includes high-performance packaging, parts and components for medical device and biopharma markets as well as water filtration and purification technologies primarily for industrial wastewater & energy, municipal drinking water & desalination, and life sciences & specialty markets. • Diversified Industrials includes building technologies, with a broad portfolio serving new-build and repair/remodel applications across non-residential and residential construction markets, and industrial technologies, which includes a portfolio of adhesive, wear and friction, and packaging solutions serving aerospace, automotive and printing and packaging markets.
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The Auto Adhesives & Fluids, Multibase TM and Tedlar® product line, which were part of the historic M&M segment, are referred to as the "Retained Businesses". On November 1, 2022, DuPont and Celanese completed the M&M Divestiture and DuPont received cash proceeds of $11 billion which was subject to transaction adjustments in accordance with the Transaction Agreement.
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Healthcare & Water Technologies' innovation-driven portfolio addresses some of the world’s most critical challenges including an aging population and increasing complexity of high-performance medical devices, water scarcity, increasing regulatory requirements and the need for high-purity water.
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See Note 4 to the Consolidated Financial Statements for more information. As part of its announcement on February 18, 2022 regarding the M&M Divestiture, DuPont also announced the Board of Directors' approval for the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture").
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The segment leverages application development expertise, specialized manufacturing capabilities, and recognized brands to support customers’ product development, scale‑up, and operational requirements across regulated and mission‑critical applications. DuPont believes that its combination of differentiated technology, in-depth application expertise, and a commitment to quality and performance makes Healthcare & Water Technologies a preferred choice for customers seeking to develop their next-generation products.
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On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). The Delrin® Divestiture together with the M&M Divestiture, are referred to as the “M&M Divestitures”.
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Donatelle is part of the Healthcare Technologies business within the Healthcare & Water Technologies segment. On October 10, 2025, the Company completed the acquisition of Sinochem (Ningbo) RO Memtech Co., Ltd. ("Sinochem"). Sinochem is a reverse osmosis manufacturer located in China.
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Intended Electronics Separation On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”). On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).
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Sinochem is part of the Water Technologies business within the Healthcare & Water Technologies segment. 7 Table of Contents Details on Healthcare & Water Technologies' 2025 net sales, by business and geographic region, are as follows: Healthcare Technologies delivers specialized materials and product design, prototyping, and manufacturing services tailored for situations where technological advancement is paramount, and the assurance of quality and performance is required.
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DuPont also announced that it would retain the Water business. 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 a tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S.
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This business produces medical packaging, high-performance parts and components to meet stringent performance, quality, and regulatory requirements for the biopharma and medical device markets. Key offerings include specialty components for medical devices, TYVEK ® medical packaging and garments, as well as TYCHEM ® protective suits.
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Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing. 6 Table of Contents Financial Flexibility and Return of Excess Capital Following the M&M Divestiture, in November 2022, DuPont redeemed in full $2.5 billion in fixed-rate long term senior unsecured notes due November 2023.
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Water Technologies operates as a pure play provider of advanced water filtration and separation solutions, including elements, modules, and systems serving primarily industrial wastewater and energy markets, municipal and desalination applications, and life sciences and specialty sectors. Its product suite includes AMBERLITE™ ion exchange resins, FILMTEC™ reverse osmosis and nanofiltration elements and INGE™ and ITEGRATEC™ ultrafiltration modules.
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Following the announcement of the Previously Intended Business Separations, in the second quarter 2024, DuPont completed a partial redemption of $650 million aggregate principal amount of its 2038 Notes and entered into two forward-starting fixed-to-floating interest rate swap agreements (“2024 Swaps”) to hedge the changes in the fair value of the Company’s long-term debt due to interest rate change movements.
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Through these differentiated technologies, this business delivers reliable, high-performance solutions that meet growing global demand for efficient water purification and treatment. 8 Table of Contents DIVERSIFIED INDUSTRIALS The Diversified Industrials segment provides engineered products and integrated solutions that enhance safety, performance, durability and operational efficiency across construction and industrial end markets, including aerospace, automotive, electric vehicles, and broader industrial markets.
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In the fourth quarter of 2022, DuPont's Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock, (the "$5B Share Buyback Program”).
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The segment consists of the Building Technologies and Industrial Technologies businesses. Diversified Industrials develops technologies designed to enhance safety, performance, and operational efficiency for customers across these end markets. The segment leverages market-driven innovation, design capabilities, advanced manufacturing capabilities, and application development expertise, supported by a portfolio of established brands, to advance new product and solution development.
Removed
In the third quarter 2023, the Company completed the repurchase and retired a total of 46.8 million shares of common stock with $250 million of such repurchases completing the $1 billion share repurchase program approved in February 2022 and the remaining $3 billion under the $5B Share Buyback Program.
Added
Details on Diversified Industrials 2025 net sales, by business and geographic region, are as follows: Building Technologies provides solutions for the non‑residential, residential, and repair‑and‑remodel construction markets. The business delivers integrated systems designed to support energy efficiency, durability, and comfort.
Removed
In the first quarter of 2024, the Company completed the remaining $2 billion of buyback authority under the $5B Share Buyback Program repurchasing 27.9 million shares.
Added
Building Technologies solutions span the full building envelope and interior including TYVEK ® house wrap, STYROFOAM™ insulation, and CORIAN ® solid surface. Its products are designed to endure the full life of a structure: continuous insulation helps cut thermal leaks, wall systems reduce mold risk, and interior finishes are ultra-hygienic and flexible.
Removed
In the first quarter of 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (the "$1B Share Buyback Program”). The $1B Share Buyback Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.
Added
These technologies enable customers to meet a range of performance requirements and regulatory demands across diverse construction applications. 9 Table of Contents Industrial Technologies specializes in the design and production of engineered components, systems, and process solutions used in critical OEM and operational applications across industrial end markets such as automotive, aerospace, printing, and packaging.
Removed
In the second quarter of 2024, DuPont completed an accelerated stock repurchase transaction (“ASR") for the repurchase of about $500 million of common stock. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the transaction.
Added
The segment focuses on light-weighting vehicles, enhancing safety and efficiency, and improving reliability, durability, and performance for next-generation vehicle, aircraft and industrial platforms. The product portfolio offers precision-engineered shapes and components, specialized lubrication systems, structural bonding solutions, and industrial printing plates for use in demanding production environments.
Removed
In connection with the Previously Intended Business Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share buyback authority under the $1B Share Buyback Program.
Added
Industrial Technologies offers a variety of well-known brands, such as Vespel ® shapes and parts, MOLYKOTE ® specialty lubricants, BETAFORCE™ and BETASEAL™ structural adhesives, and Cyrel ® flexographic printing plates. These products help customers minimize downtime, improve product performance, and reduce the total cost of ownership in complex industrial applications.
Removed
For more information, see the discussion of Liquidity & Capital Resources in See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

66 edited+35 added−31 removed89 unchanged
Biggest changeDemand for the Company’s products, which impacts revenue and profit margins, will be affected by (i) the development and timing of the introduction of competitive products; (ii) the Company’s response to downward pricing trends to stay competitive; (iii) changes in customer preferences, order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases which may be affected by announced price changes and other factors outside of the Company's control; (iv) availability and cost of raw materials and energy, as well as the Company’s ability and success in passing through increases in such costs; (v) levels of economic growth in the geographic and end use markets served by the Company; (vi) changes in buying patterns thought to be temporary destocking could be indicative of loss of market share and (vii) the mega-trends in digital transformation, connectivity, automation and ethics, environmental impact and sustainability driven purchasing decisions.
Biggest changeDemand for the Company’s products, which impacts revenue and profit margins, is affected by (i) the development and timing of the introduction of competitive products; (ii) the Company’s response to downward pricing trends to stay competitive; (iii) changes in customer preferences, order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases which may be affected by announced price changes and other factors outside of the Company’s control; (iv) availability and cost of raw materials and energy, as well as the Company’s ability and success in passing through increases in such costs; (v) levels of economic growth in the geographic and end use markets served by the Company; (vi) changes in buying patterns thought to be temporary destocking could be indicative of loss of market share and (vii) the mega-trends in digital transformation, connectivity, automation and ethics, environmental impact and sustainability driven purchasing decisions. 21 Table of Contents Demand for product offerings that customers, end users, or other stakeholders across the healthcare, water, construction, and industrial markets, determine support their respective business and/or market strategy is expected to continue to increase, driven by end-user and customer demand, investor preference, and government legislative and market- and product-specific actions.
Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine on audit that either, or both, of the distributions and certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distributions should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the DWDP Tax Opinions.
Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine on audit that either, or both, of the DWDP Distributions and certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the DWDP Distributions should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the DWDP Tax Opinions.
Even if a distribution otherwise constituted a tax-free transaction to stockholders under Section 355 of the Code, the Company could be required to recognize corporate level tax on such distribution and certain related transactions under Section 355(e) of the Code if the IRS determines that, as a result of the DWDP Merger or other transactions considered part of a plan with such distribution, there was a 50 percent or greater change in ownership in the Company, Dow or Corteva, as relevant.
Even if the Corteva Distribution or the Dow Distribution otherwise constituted a tax-free transaction to stockholders under Section 355 of the Code, the Company could be required to recognize corporate level tax on such distribution and certain related transactions under Section 355(e) of the Code if the IRS determines that, as a result of the DWDP Merger or other transactions considered part of a plan with such distribution, there was a 50 percent or greater change in ownership in the Company, Dow or Corteva, as relevant.
Furthermore, under the terms of the DWDP Tax Matters Agreement, a party also generally will be responsible for any taxes imposed on the other parties that arise from the failure of either distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to such party, or such party's affiliates’, stock, assets or business, or any breach of such party's representations made in connection with the IRS Ruling or in any representation letter provided to a tax advisor in connection with certain tax opinions, including the DWDP Tax Opinions, regarding the tax-free status of the distributions and certain related transactions.
Furthermore, under the terms of the DWDP Tax Matters Agreement, a party also generally will be responsible for any taxes imposed on the other parties that arise from the failure of either of the DWDP Distributions to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to such party, or such party’s affiliates’, stock, assets or business, or any breach of such party’s representations made in connection with the IRS Ruling or in any representation letter provided to a tax advisor in connection with certain tax opinions, including the DWDP Tax Opinions, regarding the tax-free status of the DWDP Distributions and certain related transactions.
Notwithstanding the receipt of the Tax Opinion, the Internal Revenue Service (the “IRS”) could determine on audit that the distribution and/or certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion.
Notwithstanding the receipt of the Tax Opinion, the Internal Revenue Service (the “IRS”) could determine on audit that the Qnity Distribution and/or certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the Qnity Distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion.
DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the separations and DWDP Distributions. After the separations and DWDP Distributions, there are several significant areas where the liabilities of Dow and Corteva may become the Company’s obligations, either in whole or in part.
DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the DWDP Distributions. After the DWDP Distributions, there are several significant areas where the liabilities of Dow and Corteva may become the Company’s obligations, either in whole or in part.
If the distribution and/or certain related transactions fail to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law, it is expected that DuPont could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.
If the Qnity Distribution and/or certain related transactions fail to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law, it is expected that DuPont could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.
However, if a distribution fails to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to the overall structure of the DWDP Merger and the distributions, then under the DWDP Tax Matters Agreement, the Company and Corteva, on the one hand, and Dow, on the other hand, would share the tax liability resulting from such failure in accordance with the relative equity values of the Company and Dow on the first full trading day following the distribution of Dow, and the Company and Corteva would in turn share any such resulting tax liability in accordance with the relative equity values of the Company and Corteva on the first full trading day following the distribution of Corteva.
However, if the Corteva Distribution or the Dow Distribution fails to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to the overall structure of the DWDP Merger and the DWDP Distributions, then under the DWDP Tax Matters Agreement, the Company and Corteva, on the one hand, and Dow, on the other hand, would share the tax liability resulting from such failure in accordance with the relative equity values of the Company and Dow on the first full trading day following the Dow Distribution, and the Company and Corteva would in turn share any such resulting tax liability in accordance with the relative equity values of the Company and Corteva on the first full trading day following the Corteva Distribution.
While the cost sharing arrangement related to future PFAS eligible costs reduces uncertainty, its ultimate impact on the Company depends on a number of factors and uncertainties that include, but are not limited to: the achievement, terms and conditions of future agreements, if any, related to the cost sharing arrangement; the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations, including under Comprehensive Environmental Response, Compensation and Liability Act; changes in laws and regulations applicable to PFAS chemicals, changes in applicable health advisory levels and in chronic reference doses for PFAS in drinking water; the performance by each of the parties of their respective obligations under the cost sharing arrangement.
While the cost sharing arrangement under the MOU related to future PFAS eligible costs reduces uncertainty, the ultimate impact on the Company depends on a number of factors and uncertainties that include, but are not limited to: the achievement, terms and conditions of future agreements, if any, related to the cost sharing arrangement among the parties to the MOU; the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations, including under Comprehensive Environmental Response, Compensation and Liability Act; changes in laws and regulations applicable to PFAS chemicals, changes in applicable health advisory levels and in chronic reference doses for PFAS in drinking water; the performance by each of the parties to the MOU of their respective obligations under the cost sharing arrangement.
Generally, corporate taxes resulting from the failure of the distribution to qualify for tax-free treatment for U.S. federal income tax purposes would be imposed on DuPont.
Generally, corporate taxes resulting from the failure of the Qnity Distribution to qualify for tax-free treatment for U.S. federal income tax purposes would be imposed on DuPont.
There can be no guaranty that such actions would significantly mitigate the impact on the company’s business, results of operations, access to sources of liquidity or financial condition and the Company may experience materially adverse impacts to its business, results of operations, financial condition and cash flows as a result of related global economic impacts, including inflationary pressures that have occurred and may continue to occur in the future.
There can be no guarantee that such actions would significantly mitigate the impact on the company’s business, results of operations, access to sources of liquidity or financial condition and the Company may experience materially adverse impacts to its business, results of operations, financial condition and cash flows as a result of related global economic impacts, including inflationary pressures that have occurred and may continue to occur in the future.
Stray Liabilities include liabilities arising out of actions to the extent related to or resulting from EIDP’s development, testing, manufacture or sale of per- or polyfluoroalkyl substances, (“PFAS Stray Liabilities”), that are not otherwise defended and indemnified by Chemours. At December 31, 2024, the Company has recorded an indemnification liability related to Stray Liabilities.
Stray Liabilities include liabilities arising out of actions to the extent related to or resulting from EIDP’s development, testing, manufacture or sale of per- or polyfluoroalkyl substances (“PFAS Stray Liabilities”), that are not otherwise defended and indemnified by Chemours. At December 31, 2025, the Company has recorded an indemnification liability related to Stray Liabilities.
If challenges are resolved adversely, it could negatively impact the Company’s ability to obtain licenses on competitive terms, commercialize new products and generate sales from existing products. Any one or more of the above factors could significantly affect the Company’s business, results of operations, financial condition and cash flows.
If challenges are resolved adversely, it could negatively impact the Company’s ability to obtain licenses on competitive terms, commercialize new products and generate sales from existing products. Any one or more of the above factors could significantly affect the Company’s business, results of operations, financial condition and cash flow.
Violations of these laws could result in criminal or civil sanctions and even the mere allegation of such violations, could harm the Company’s ability to do business, its results of operations, financial position and reputation. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. 27 Table of Contents
Violations of these laws could result in criminal or civil sanctions and even the mere allegation of such violations, could harm the Company’s ability to do business, its results of operations, financial position and reputation. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. 25 Table of Contents
Under the Tax Matters Agreement by and between DuPont with N&B and IFF, N&B or IFF is generally required to indemnify DuPont for any taxes resulting from the separation of the Nutrition & Biosciences business (and any related costs and other damages) to the extent such amounts resulted from (i) certain actions taken by N&B or IFF involving the capital stock of N&B or IFF or any assets of the N&B group (excluding actions required by the documents governing the proposed transactions), or (ii) any breach of certain representations and covenants made by N&B or IFF.
Under the Tax Matters Agreement by and among DuPont, N&B and IFF, N&B or IFF is generally required to indemnify DuPont for any taxes resulting from the separation of the Nutrition & Biosciences business (and any related costs and other damages) to the extent such amounts resulted from (i) certain actions taken by N&B or IFF involving the capital stock of N&B or IFF or any assets of the N&B group (excluding actions required by the documents governing the proposed transactions), or (ii) any breach of certain representations and covenants made by N&B or IFF.
Since certain of the Company's assets at December 31, 2024 are heritage EIDP or were subsequently acquired, declines, if any, in projected cash flows could have a material, negative impact on the fair value of the Company’s reporting units and assets.
Since certain of the Company’s assets at December 31, 2025 are heritage EIDP or were subsequently acquired, declines, if any, in projected cash flows could have a material, negative impact on the fair value of the Company’s reporting units and assets.
A significant percentage of the Company’s net sales are generated from the Company’s international operations and are subject to economic, geo-political, foreign exchange and other risks. DuPont does business globally in about 50 countries.
A significant percentage of the Company’s net sales are generated from the Company’s international operations and are subject to economic, geo-political, foreign exchange and other risks. DuPont conducts business globally in about 50 countries.
Refer to Note 14 of the Consolidated Financial Statements for further information regarding future impairment risk for the Protection reporting unit. In accordance with US GAAP, at least annually, or more frequently if impairment indicators are identified, DuPont must assess both goodwill and indefinite-lived intangible assets for impairment.
Refer to Note 14 of the Consolidated Financial Statements for further information regarding future impairment risk for the Protection reporting unit. 20 Table of Contents In accordance with US GAAP, at least annually, or more frequently if impairment indicators are identified, DuPont must assess both goodwill and indefinite-lived intangible assets for impairment.
DuPont and/or the Company’s suppliers may fail to effectively prevent, detect and recover from these or other security breaches and, therefore, such breaches could result in misuse of the Company’s assets, loss of property including trade secrets and confidential or personal information, some of which is subject to privacy and security laws, and other business disruptions.
DuPont and/or the Company’s suppliers may fail to effectively prevent, detect and recover from these or other security breaches and, therefore, such breaches could result in misuse of the Company’s assets, loss of property including trade secrets and confidential or personal information, some of which is subject to privacy and security laws, and other business 19 Table of Contents disruptions.
The Company may be required to increase salary and/or benefits to attract top performers which could significantly increase the Company's costs and adversely impact its results of operations. 24 Table of Contents Risks Relating to Capital Resources and Liquidity Changes in the Company’s credit ratings could increase the Company’s cost of borrowing or restrict the Company’s ability to access debt capital markets.
The Company may be required to increase salary and/or benefits to attract top performers, which could significantly increase the Company’s costs and adversely impact its results of operations. Risks Relating to Capital Resources and Liquidity Changes in the Company’s credit ratings could increase the Company’s cost of borrowing or restrict the Company’s ability to access debt capital markets.
The Company’s tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of future earnings of the Company which could impact the valuation of the Company’s deferred tax assets. 26 Table of Contents On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law in the United States.
The Company’s tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of future earnings of the Company which could impact the valuation of the Company’s deferred tax assets. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law in the United States.
DuPont may be unable to meet the conditions under the Letter Agreement, if applicable. Even if the conditions under the Letter Agreement are met or are not applicable, DuPont may not be successful in separating underperforming or non-strategic assets, and gains or losses on the divestiture of, or lost operating income from, such assets may affect the Company’s earnings.
Even if the conditions under the Letter Agreement are met or are not applicable, DuPont may not be successful in separating underperforming or non-strategic assets, and gains or losses on the divestiture of, or lost operating income from, such assets may affect the Company’s earnings.
Dow and/or Corteva, as applicable, have agreed to indemnify it for such liabilities; however, such indemnities may not be sufficient to protect it against the full amount of such liabilities or from other remedies, and Dow and/or Corteva, as applicable, may not be able to fully satisfy their indemnification obligations.
Dow and/or Corteva, as applicable, have agreed to indemnify it for such liabilities; however, such indemnities may not be sufficient to protect it against the full amount of such liabilities or from other remedies, 15 Table of Contents and Dow and/or Corteva, as applicable, may not be able to fully satisfy their indemnification obligations.
The conclusions of the IRS private letter ruling were based, among other things, on various factual assumptions DuPont authorized and representations DuPont made to the IRS. If any of those assumptions or representations are, or become, inaccurate or incomplete, reliance on the IRS private letter ruling may be affected.
The conclusions of the IRS private 14 Table of Contents letter ruling were based, among other things, on various factual assumptions DuPont authorized and representations DuPont made to the IRS. If any of those assumptions or representations are, or become, inaccurate or incomplete, reliance on the IRS private letter ruling may be affected.
The distribution by DuPont to its stockholders of all the issued and outstanding shares of N&B through the Exchange Offer ("N&B Distribution") and the merger of N&B with a wholly-owned subsidiary of IFF ("N&B Merger") are expected to be tax-free to DuPont stockholders for U.S. federal income tax purposes (except to the extent that cash was paid to DuPont stockholders in lieu of fractional shares pursuant to the N&B Merger Agreement), and the N&B Contribution, defined below, N&B Distribution, and the one-time payment from N&B to DuPont of approximately $7.3 billion ("Special Cash Payment") are expected to result in no recognition of gain or loss by DuPont for U.S. federal income tax purposes.
The distribution by DuPont to its stockholders of all the issued and outstanding shares of N&B through the Exchange Offer (“N&B Distribution”) and the merger of N&B with a wholly-owned subsidiary of IFF (“N&B Merger”) are expected to be tax-free to DuPont stockholders for U.S. federal income tax purposes (except to the extent that cash was paid to DuPont stockholders in lieu of fractional shares pursuant to the N&B Merger Agreement), and the N&B Contribution, defined below, N&B Distribution, and the one-time payment from N&B to DuPont of approximately $7.3 billion (“Special Cash Payment”) are expected to result in no recognition of gain or loss by DuPont for U.S. federal income tax purposes.
Changes in tax laws or regulations, including further regulatory developments in connection with the IRA; multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (OECD) including the OECD's Global Anti-Base Erosion ("GloBE") rules under Pillar Two, which introduces a global minimum corporate tax rate set at 15 percent on multinational enterprises; and the OECD’s, European Commission’s and other major jurisdiction’s heightened interest in and taxation of large multi-national companies, increase tax uncertainty and could impact the Company’s effective tax rate and provision for income taxes.
Changes in tax laws or regulations, including further regulatory developments in connection with the IRA; multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (“OECD”) including the OECD’s Global Anti-Base Erosion (“GloBE”) rules under Pillar Two, which introduces a global 24 Table of Contents minimum corporate tax rate set at 15 percent on multinational enterprises; and the OECD’s, European Commission’s and other major jurisdiction’s heightened interest in and taxation of large multi-national companies, increase tax uncertainty and could impact the Company’s effective tax rate and provision for income taxes.
The Letter Agreement between the Company and Corteva limits DuPont’s ability to separate certain businesses and assets to third parties without assigning certain of its indemnification obligations under the DWDP Separation and Distribution Agreement to the transferee of such businesses and assets or meeting certain other alternative conditions.
The Letter Agreement limits DuPont’s ability to separate certain businesses and assets to third parties without assigning certain of its indemnification obligations under the DWDP Separation and Distribution Agreement to the transferee of such businesses and assets or meeting certain other alternative conditions.
Additionally, DuPont generally assumes and is responsible for the payment of the Company’s share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DuPont and (ii) certain separation expenses not otherwise allocated to Corteva or Dow (or allocated specifically to it) pursuant to the Core Agreements, and third parties may seek to hold it responsible for Dow’s or Corteva’s share of any such liabilities.
Additionally, DuPont generally assumes and is responsible for the payment of the Company’s share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DuPont and (ii) certain separation expenses in connection with the DWDP Distributions not otherwise allocated to Corteva or Dow (or allocated specifically to it) pursuant to the Core DWDP Agreements, and third parties may seek to hold it responsible for Dow’s or Corteva’s share of any such liabilities.
Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine that a distribution or a related transaction should nevertheless be treated as a taxable transaction to the Company if it determines that any of the Company’s facts, assumptions, representations or undertakings was not correct or that a distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the DWDP Tax Opinions that are not covered by the IRS Ruling.
Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine that the Corteva Distribution, the Dow Distribution or a related transaction should nevertheless be treated as a taxable transaction to the Company if it determines that any of the Company’s facts, assumptions, representations or undertakings was not correct or that the Corteva Distribution or the Dow Distribution should be taxable for 17 Table of Contents other reasons, including if the IRS were to disagree with the conclusions in the DWDP Tax Opinions that are not covered by the IRS Ruling.
Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Dow and Corteva, including those related to EIDP’s materials science and/or agriculture businesses, or for the conduct of such businesses prior to the distributions, and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other 18 Table of Contents remedies.
Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Dow and Corteva, including those related to EIDP’s materials science and/or agriculture businesses, or for the conduct of such businesses prior to the DWDP Distributions, and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other remedies.
The existence of share repurchase programs could cause the price of the Company’s common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for DuPont stock.
The existence of share repurchase authorization(s) could cause the price of the Company’s common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for DuPont stock.
To the extent that DuPont is responsible for any liability as a result of the failure of the distribution and/or certain related transactions to qualify for non-recognition treatment for U.S. federal income tax purposes, there could be a material adverse impact on DuPont’s business, financial condition, results of operations and cash flows in reporting periods following the Intended Electronics Separation.
To the extent that DuPont is responsible for any liability as a result of the failure of the Qnity Distribution and/or certain related transactions to qualify for non-recognition treatment for U.S. federal income tax purposes, there could be a material adverse impact on DuPont’s business, financial condition, results of operations and cash flows in subsequent reporting periods.
DuPont may not realize the anticipated benefits of future share repurchase programs and any failure to repurchase the Company’s common stock after DuPont has announced its intention to do so may negatively impact the Company’s stock price .
DuPont may not realize the anticipated benefits of current or future share repurchase authorizations and any failure to repurchase the Company’s common stock after DuPont has announced its intention to do so may negatively impact the Company’s stock price.
In connection with the separations and DWDP Distributions, DuPont, Dow and Corteva have entered into a Tax Matters Agreement, as amended (the "DWDP Tax Matters Agreement"), that allocates the responsibility for prior period consolidated taxes among Dow, Corteva and DuPont.
In connection with the DWDP Distributions, DuPont, Dow and Corteva entered into a Tax Matters Agreement, as amended (the “DWDP Tax Matters Agreement”), that allocates the responsibility for prior period consolidated taxes among Dow, Corteva and DuPont.
There can be no assurance that DuPont will be able to achieve or sustain any or all of the cost savings generated from restructuring actions. The Company’s results will be affected by competitive conditions and customer preferences.
There can be no assurance that DuPont will be able to achieve or sustain any or all of the cost savings generated from restructuring actions. The Company’s results are affected by its ability to foresee and respond to competitive conditions and customer preferences.
Generally, as described in Litigation, Environmental Matters and Indemnifications, losses from liabilities related to discontinued and/or divested operations and businesses of EIDP that are not primarily related to its agriculture business or specialty products business, (“Stray Liabilities”), are allocated to or shared by each of Corteva and DuPont.
Generally, as described in Litigation, Environmental Matters and Indemnifications in Note 16 to the Consolidated Financial Statements, losses from liabilities related to discontinued and/or divested operations and businesses of EIDP that are not primarily related to its agriculture business or specialty products business (“Stray Liabilities”), are allocated to or shared by each of Corteva and DuPont.
In addition, the Company may consider further reductions in or furloughing additional operations in response to further and/or deeper declines in demand and/or or supply chain disruptions.
In addition, the Company may consider reductions in force or furloughing operations in response to declines in demand and/or supply chain disruptions.
The completed distributions of Corteva and Dow were each conditioned upon the receipt of an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, the Company’s tax counsel, regarding the qualification of the applicable distribution along with certain related transactions as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code (such opinions, the “DWDP Tax Opinions”).
The completed DWDP Distributions were each conditioned upon the receipt of an opinion of counsel regarding the qualification of the applicable distribution along with certain related transactions as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code (such opinions, the “DWDP Tax Opinions”).
Estimating indemnified costs of environmental remediation and compliance activities is particularly difficult since such activities are dependent on the nature of and activity at specific sites; new and evolving analytical, operating and remediation technologies and techniques; agreed action plans; changes in environmental regulations; permissible levels of specific compounds in water, air or soil; enforcement theories and policies, including efforts to recover natural resource damages; and the presence and financial viability of other potentially responsible parties.
Estimating indemnified costs of environmental remediation and compliance activities is particularly difficult since such estimates are dependent on several factors, including the complexity of the geology; the nature of and activity at specific sites; the type of remedy; new and evolving analytical, operating and remediation technologies and techniques; agreed action plans; changes in environmental regulations; permissible levels of specific compounds in water, air or soil; enforcement theories and policies, including efforts to recover natural resource damages; the outcome of discussions with regulatory agencies and other potentially responsible parties (“PRPs”) at multi-party sites; and the number of, and financial viability of, other PRPs.
Under future share repurchase programs, DuPont may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws.
Under the $2B Authorization approved in the fourth quarter 2025 or any future share repurchase authorizations, DuPont may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws.
Risks Relating to the M&M Divestitures, N&B Transaction and the Dow and Corteva Distributions DuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of the Mobility & Materials business to Celanese and divestiture of the Delrin® business to TJC (the "M&M Divestitures"), fail to qualify for their intended tax treatment.
DuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of the Mobility & Materials business to Celanese and divestiture of the Delrin ® business to TJC (the “M&M Divestitures”), fail to qualify for their intended tax treatment.
However, there can be no assurance that such mitigation efforts will prevent future difficulty in obtaining sufficient and timely delivery of certain raw materials. DuPont also takes actions to offset the effects of higher energy and raw material costs through selling price increases, productivity improvements and cost reduction programs.
However, there can be no assurance that such mitigation efforts will prevent future difficulty in obtaining sufficient and timely delivery of certain raw materials. 18 Table of Contents DuPont takes actions to offset the effects of higher energy and raw material costs, which are subject to global supply and demand and other factors beyond the Company's control, through selling price increases, productivity improvements and cost reduction programs.
The Company’s profitability and margin growth will depend in part on the Company’s ability to maintain a streamlined operating model and drive sustainable improvements, through actions and projects, such as consolidation of manufacturing facilities, transitions to cost-competitive regions and product line rationalizations.
The Company’s profitability and margin growth will depend in part on the Company’s ability to maintain a streamlined operating model and drive sustainable improvements, through among other actions, leveraging technology, as well as artificial intelligence and machine learning (“AI”) and consolidation of manufacturing facilities, transitions to cost-competitive regions and product line rationalizations.
Despite these precautions, the Company’s confidential information and trade secrets are vulnerable to unauthorized access and use through employee error or actions, theft by employees or third parties, 22 Table of Contents cybersecurity incidents and other security breaches.
DuPont has designed and implemented internal controls intended to restrict access to and unauthorized use of the Company’s confidential information and trade secrets. Despite these precautions, the Company’s confidential information and trade secrets are vulnerable to unauthorized access and use through employee error or actions, theft by employees or third parties, cybersecurity incidents and other security breaches.
The Tax Opinion is expected to rely on certain facts, assumptions, and undertakings, and certain representations from DuPont and the Electronics FutureCo, regarding the past and future conduct of each of their respective businesses and other matters.
The Tax Opinion relied on certain facts, assumptions, and undertakings, and certain representations from DuPont and Qnity, regarding the past and future conduct of each of their respective businesses and other matters.
Pursuant to the DWDP Separation and Distribution Agreement, the DWDP Employee Matters Agreement, and the DWDP Tax Matters Agreement (collectively, the “Core Agreements”) with Dow and Corteva, as well as the Letter Agreement between DuPont and Corteva, DuPont has agreed to assume, and indemnify Dow and Corteva for, certain liabilities.
Pursuant to the DWDP Separation and Distribution Agreement, the Employee Matters Agreement, effective as of April 1, 2019, among DuPont, Dow and Corteva, and the DWDP Tax Matters Agreement (collectively, the “Core DWDP Agreements”), as well as the Letter Agreement, effective as of June 1, 2019, between DuPont and Corteva (the “Letter Agreement”), DuPont has agreed to assume, and indemnify Dow and Corteva for, certain liabilities.
In addition, if the execution or implementation of acquisitions, divestitures, alliances, joint ventures and other portfolio actions is not successful and/or the Company fails to effectively manage its cost as its portfolio evolves, it could adversely impact the Company’s business, results of operations, financial condition and cash flows. 23 Table of Contents Failure to maintain a streamlined operating model and sustain operational improvements may reduce the Company’s profitability or adversely impact the Company’s business, results of operations, financial condition and cash flows.
In addition, if the execution or implementation of acquisitions, divestitures, alliances, joint ventures and other portfolio actions is not successful and/or the Company fails to effectively manage its cost as its portfolio evolves, it could adversely impact the Company’s business, results of operations, financial condition and cash flows.
The percentage of net sales generated by the international operations of DuPont, including U.S. exports, was approximately 67 percent of net sales on a continuing operations basis for the year ended December 31, 2024.
The percentage of net sales generated by the international operations of DuPont, including U.S. exports, was approximately 53 percent of net sales on a continuing operations basis for the year ended December 31, 2025. DuPont expects the percentage of the Company’s net sales derived from international operations to continue to be significant.
It is expected that DuPont will receive a tax opinion from Skadden, Arps, Slate, Meagher & Flom LLP, its tax counsel, as a condition to the distribution, in form and substance acceptable to DuPont, substantially to the effect that, among other things, such distribution along with certain related transactions will qualify for non-recognition treatment under the Internal Revenue Code of 1986, as amended (the “Code,” and such opinion, the “Tax Opinion”).
DuPont received an opinion of counsel as a condition to the Qnity Distribution, in form and substance acceptable to DuPont, substantially to the effect that, among other things, the Qnity Distribution along with certain related transactions will qualify for non-recognition treatment under the Internal Revenue Code of 1986, as amended (the “Code”, and such opinion, the “Tax Opinion”).
Risks Relating to DuPont’s Business and Results of Operations Supply chain and operational disruptions, including those as a result of pandemics and climate change, and volatility in energy and raw material costs, could significantly increase costs and expenses, adversely impact the Company’s sales and earnings and impact access to sources of liquidity.
Risks Relating to DuPont’s Business and Results of Operations Supply chain and operational disruptions, including those that affect the Company's customers and suppliers, could significantly increase costs and expenses, adversely impact the Company’s sales and earnings and impact access to sources of liquidity.
Any one or more of the above factors could adversely affect the Company’s international operations and could significantly affect the Company’s business, results of operations, financial condition and cash flows. Risks Related to Regulatory Changes and Compliance Risks related to trade disputes, regulations and policies could adversely impact DuPont’s results of operations.
Any one or more of the above factors could adversely affect the Company’s international operations and could significantly affect the Company’s business, results of operations, financial condition and cash flows.
However, if certain of these internal reorganization activities fail to qualify for their intended tax treatment under U.S. federal, state, local tax and/or foreign tax law, DuPont could incur additional tax liabilities. 17 Table of Contents The separation and combination of DuPont’s Nutrition & Biosciences business with IFF could result in a significant tax liability to DuPont.
However, if certain of these internal reorganization activities fail to qualify for their intended tax treatment under U.S. federal, state, local tax and/or foreign tax law, DuPont could incur additional tax liabilities.
Under a tax matters agreement expected to be entered into between DuPont and the Electronics FutureCo, the responsibility for such taxes may be allocated between the FutureCos under certain circumstances and each FutureCo may be obligated to indemnify the other against any such taxes imposed on it.
Under the Tax Matters Agreement, effective as of November 1, 2025, between DuPont and Qnity (the “Electronics Tax Matters Agreement”), the responsibility for such taxes may be allocated between DuPont and Qnity under certain circumstances and each of DuPont and Qnity may be obligated to indemnify the other against any such taxes imposed on it.
Repurchasing common stock will reduce the amount of cash DuPont has available to fund working capital, capital expenditures, strategic acquisitions or business opportunities and other general corporate requirements, and the Company may fail to realize the anticipated benefits of these share repurchase programs. 21 Table of Contents The Company’s business, results of operations, financial condition and cash flows could be adversely affected by interruption or regulation of the Company’s information technology or network systems and storage of information and other business disruptions.
Repurchasing common stock will reduce the amount of cash DuPont has available to fund working capital, capital expenditures, strategic acquisitions or business opportunities and other general corporate requirements, and the Company may fail to realize the anticipated benefits of these share repurchase programs.
U.S. dollar fluctuations against foreign currency have an impact to commercial prices and raw material costs in some cases and could result in local price increases if the price or raw material costs is denominated in U.S. dollar.
U.S. dollar fluctuations against foreign currency have an impact to commercial prices and raw material costs in some cases and could result in local price increases if the price or raw material costs is denominated in U.S. dollar. 22 Table of Contents Sales and expenses of the Company’s non-U.S. businesses are also translated into U.S. dollars for reporting purposes and fluctuations of foreign currency against the U.S. dollar could impact U.S. dollar-denominated earnings.
If DuPont is required to make payments as a result, they could exceed the amounts accrued therefor, thereby adversely affecting the Company’s results of operations. 19 Table of Contents If the completed distribution of Corteva or Dow, in each case, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax and indemnification liability.
Each of these risks could negatively affect the Company’s business, financial condition, results of operations and cash flows. If the Corteva Distribution or the Dow Distribution, in each case, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax and indemnification liability.
If the intended distribution of the Electronics FutureCo, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then DuPont could be subject to significant tax liability.
Risks Relating to the Qnity Distribution, M&M Divestitures, N&B Transaction, the DWDP Distributions and the Aramids Divestiture If the Qnity Distribution, together with certain related transactions, including the cash distribution Qnity made to DuPont prior to the Qnity Distribution, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then DuPont could be subject to significant tax liability.
Supply chain disruptions, plant and/or power outages, labor shortages and/or strikes, geo-political activity, weather events and natural disasters, including hurricanes or flooding that impact coastal regions, and global health risks or pandemics could seriously harm the Company’s operations as well as the operations of the Company’s customers and suppliers.
Supply chain and operational disruptions, plant and/or power outages, labor shortages and/or strikes, geo-political activity, weather events and natural disasters, manmade disasters, perceived or actual global health risks or pandemics, governmental, legislative or regulatory actions, or other business continuity events, could adversely affect the Company's operations as well as the operations of its customers and suppliers.
Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities. In connection with the separations and DWDP Distributions, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Dow and/or Corteva, as applicable.
Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.
Trade regulations, policies and disputes can and have increased tariffs, trade barriers, limited the Company’s ability to sell certain products to certain customers, and otherwise impacted the Company’s global supply and distribution chains and 25 Table of Contents research and development activities.
Trade regulations, policies and disputes as well as geopolitical changes and trends such as populism, protectionism and economic nationalism can and have resulted in increased tariffs and trade barriers, which can and have limited DuPont’s ability to sell certain products to certain customers, and have otherwise impacted its global supply and distribution chains and research and development activities.
At December 31, 2024, the Company had recorded indemnification assets related to Stray Liabilities and other matters. Although the Company believes it is remote, there can be no assurance that any such third-party would have adequate resources to satisfy its indemnification obligation when due, or, would not ultimately be successful in claiming defenses against payment.
There can be no assurance that any such third party would have adequate resources to satisfy its indemnification obligation when due, or, would not ultimately be successful in claiming defenses against payment. Even if recovery from the third party is ultimately successful, DuPont may be temporarily required to bear these losses.
The Company’s results of operations could be adversely affected by litigation and other commitments and contingencies, including expected performance under and impact of the cost sharing arrangement.
On January 22, 2021, DuPont, Corteva, EIDP and Chemours entered into a Memorandum of Understanding (the “MOU”), setting forth a cost sharing arrangement related to future eligible PFAS costs. The Company’s results of operations could be adversely affected by litigation and other commitments and contingencies, including expected performance under and impact of the cost sharing arrangement.
As of the year ended December 31, 2024, the Company’s largest currency exposures are the European euro, Chinese renminbi, Japanese yen, South Korean won and Canadian dollar.
The Company’s international operations expose it to fluctuations in foreign currencies relative to the U.S. dollar, which could adversely affect the Company’s results of operations. As of the year ended December 31, 2025, the Company’s largest currency exposures are the European euro, Chinese renminbi, Japanese yen, Canadian dollar and Indian rupee.
China’s policy to enhance domestic supply in sectors where the Company competes, could impact future demand for the Company’s products. The costs of complying with evolving regulatory requirements could negatively impact the Company’s business, results of operations, financial condition and cash flows.
DuPont Tyvek ® sales to China in full year 2025 were approximately 1 percent of DuPont’s 2025 consolidated net sales. 23 Table of Contents The costs of complying with evolving regulatory requirements could negatively impact the Company’s business, results of operations, financial condition and cash flows.
See discussion of the Core Agreements in Note 4 to the Consolidated Financial Statements and Litigation, Environmental Matters and Indemnifications in Note 16 to the Consolidated Financial Statements. On January 22, 2021, DuPont, Corteva and Chemours entered into a cost sharing arrangement related to future eligible PFAS costs.
Each of these risks could negatively affect the Company’s business, financial condition, results of operations and cash flows. See discussion of the Core DWDP Agreements in Note 4 to the Consolidated Financial Statements and Litigation, Environmental Matters and Indemnifications in Note 16 to the Consolidated Financial Statements.
Even if recovery from the third-party is ultimately successful, DuPont may be temporarily required to bear these losses. Each of these risks could negatively affect the Company’s business, financial condition, results of operations and cash flows.
If DuPont is required to make payments pursuant to these indemnities to Qnity, DuPont may need to divert cash to meet those obligations, and the Company’s financial results could be negatively impacted.
Removed
Risks related to the Intended Electronics Separation DuPont may be unable to achieve all the benefits that it expects to achieve from the Intended Electronics Separation, if the Intended Electronics Separation is effected at all.
Added
Pursuant to the Electronics Tax Matters Agreement, any such additional tax liabilities incurred by DuPont (if any) will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage, as defined in the Separation and Distribution Agreement, effective as of November 1, 2025, between DuPont and Qnity (the “Electronics Separation and Distribution Agreement”).
Removed
The success of the Intended Electronics Separation ultimately depends on, among other things, DuPont's ability to internally separate the Electronics business in a manner that facilitates the Intended Electronics Separation on a U.S. federal income tax-free basis and enables the future Electronics company as well as “new” DuPont, as a diversified industrials-focused company, (the “FutureCos” and each, a “FutureCo”), to benefit from increased focus and agility in their respective industries.
Added
The Applicable Percentage for DuPont is 56 percent and for Qnity is 44 percent. The separation and combination of DuPont’s Nutrition & Biosciences business with IFF could result in a significant tax liability to DuPont.
Removed
DuPont, and each of its businesses, has and continues to benefit from efficiencies through the optimization of its global footprint, leveraging of corporate, procurement and functional services and costs across all of its businesses.
Added
Pursuant to the Electronics Tax Matters Agreement, such additional tax liabilities described in the preceding two sentences (if any) will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage.
Removed
While the Intended Electronics Separation is expected to create dis-synergies, the intent is to stand the FutureCos in a way that is favorably competitive for each FutureCo’s respective industry.
Added
Pursuant to the Electronics Tax Matters Agreement, any tax liabilities allocated to DuPont pursuant to the DWDP Tax Matters Agreement will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage. In connection with the DWDP Distributions, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Dow and/or Corteva, as applicable.
Removed
The separation and distribution transactions necessary to effectuate the Intended Electronics Separation will be complex, costly and time-consuming, and are subject to difficulties, uncertainties and unanticipated risks, each of which may diminish the benefits the Company expects to realize from the Intended Electronics Separation.
Added
Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may be materially higher than our accruals. At December 31, 2025, the Company had recorded indemnification assets related to Stray Liabilities and other matters.
Removed
These include, but are not limited to: • delays, both generally and as a result of failure to satisfy all of the required conditions to the Intended Electronics Separation; • unanticipated developments or changes, including changes in law, macroeconomic environment, market conditions or political or regulatory conditions, including as a result of executive orders; • difficulties in standing the FutureCos and completing the Intended Electronics Separation in an efficient and effective manner to achieve business opportunities and growth prospects; • costs or inefficiencies associated with dis-synergies, including due to increased borrowing costs; • the diversion of management’s attention from ongoing business concerns and performance shortfalls at the Company as a result of the devotion of management’s attention to the Intended Electronics Separation; • the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the Intended Electronics Separation; • unanticipated issues in creating information technology, communications programs, financial procedures and operations, and other systems, procedures and policies; • impact on relationships with employees, suppliers, customers, distributors, licensors and other stakeholders; • tax costs or inefficiencies associated with the Intended Electronics Separation; and • potential negative reactions from the financial markets if the Company fails to complete the Intended Electronics Separation, as currently expected, within the anticipated time frame or at all.
Added
If DuPont is required to make payments as a result, they could exceed the amounts accrued therefor, thereby adversely affecting the Company’s results of operations. 16 Table of Contents In connection with the Qnity Distribution, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Qnity.
Removed
If the Intended Electronics Separation is completed, each of the FutureCos will incur ongoing costs of operating as independent companies that will no longer be shared, and each of the FutureCos will be smaller, less diversified companies with more limited businesses concentrated in their respective industries than DuPont is today.
Added
In addition, certain liabilities (including Qnity’s Applicable Percentage of any Legacy Liabilities (as defined in the Electronics Separation and Distribution Agreement)) are allocated to or retained by Qnity through assumption or indemnification of DuPont.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed19 unchanged
Biggest changeThe CIO has sixteen years of cybersecurity experience, including seven years with DuPont, and the CISO has seventeen years of cybersecurity experience, including over three years with DuPont. Each of the CIO and CISO maintain industry recognized creden tials relevant to their roles.
Biggest changeThe CIO has three years of cybersecurity experience, including one year with DuPont, and the CISO has seventeen years of cybersecurity experience, both in the private and public sectors, including over four years with DuPont. Each of the CIO and CISO maintain industry recognized creden tials relevant to their roles.
Risk Factors of this Annual Report. 28 Table of Contents Governance Roles and Responsibilities Cybersecurity is an important part of our risk management processes and an area of focus for DuPont’s Board of Directors and management. The CIO and the CISO are primarily responsible for assessing and managing material risks from cybersecurity threats.
Risk Factors of this Annual Report. 26 Table of Contents Governance Roles and Responsibilities Cybersecurity is an important part of our risk management processes and an area of focus for DuPont’s Board of Directors and management. The CIO and the CISO are primarily responsible for assessing and managing material risks from cybersecurity threats.
For additional information about risks related to cybersecurity, see "The Company’s business, results of operations, financial condition and cash flows could be adversely affected by interruption of the Company’s information technology or network systems and other business disruptions” in Item 1A.
For additional information about risks related to cybersecurity, see the risk factor "The Company’s business, results of operations, financial condition and cash flows could be adversely affected by interruption of the Company’s information technology or network systems and other business disruptions” in Item 1A.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−0 removed2 unchanged
Biggest changeSites that are used by multiple segments are included more than once in the figures above. 2. Europe, Middle East, and Africa. The Company's principal sites include facilities which, in the opinion of management, are suitable and adequate for their use and have sufficient capacity, or plans to increase capacity, which meet the Company's current needs and expected near-term growth.
Biggest changeThe Company's principal sites include facilities which, in the opinion of management, are suitable and adequate for their use and have sufficient capacity, or plans to increase capacity, which meet the Company's current needs and expected near-term growth. Properties are primarily owned by the Company; however, certain properties are leased.
Properties are primarily owned by the Company; however, certain properties are leased. No title examination of the properties has been made for the purpose of this report and certain properties are shared with other tenants under long-term leases. 29 Table of Contents
No title examination of the properties has been made for the purpose of this report and certain properties are shared with other tenants under long-term leases. 27 Table of Contents
The number of manufacturing sites at December 31, 2024 is as follows: Geographic Region Electronics & Industrial Water & Protection Corporate & Other Total 1 Asia Pacific 18 9 1 28 EMEA 2 6 9 2 17 Latin America 4 — 1 5 U.S. & Canada 36 16 8 60 Total 64 34 12 110 1.
The number of manufacturing sites at December 31, 2025 is as follows: Geographic Region Healthcare & Water Technologies Diversified Industrials 3 Total 1 Asia Pacific 5 10 15 EMEA 2 8 7 15 Latin America 3 1 4 U.S. & Canada 18 30 48 Total 34 48 82 1.
Added
Sites that are used by multiple segments are included more than once in the figures above. 2. Europe, Middle East, and Africa. 3. Diversified Industrials includes 7 sites that are dedicated to the Aramids Business.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

0 edited+3 added−8 removed3 unchanged
Removed
EIDP Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La Place, Louisiana. EIDP sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015. Subsequent to this inspection, the U.S.
Added
New Jersey Directive PFAS This matter is resolved by the proposed Judicial Consent Order with the State of New Jersey reached in August 2025. See Note 16 to the Consolidated Financial Statements for more information.
Removed
Environmental Protection Agency (“EPA”), the U.S. Department of Justice (“DOJ”), the Louisiana Department of Environmental Quality (“Louisiana DEQ”), EIDP and Denka began discussions in the spring of 2017 relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair.
Added
Spruance Site, Richmond, Virginia-EPA Notice to Show Cause On March 25, 2025, Region 3 of EPA issued a Notice to Show Cause letter to the Company's Spruance facility in Richmond, Virginia.
Removed
For many years, Denka, EIDP, and DuPont, as the current landlord, continued to work with the EPA, DOJ and Louisiana DEQ to achieve an amicable resolution.
Added
The letter alleges violations of the Resource Conservation and Recovery Act ("RCRA") relating to the storage of hazardous waste at the site as well as alleged discharges of hazardous waste to the subsurface groundwater from an on-site impoundment. The Company is engaged in discussions with the EPA regarding this matter.
Removed
On February 28, 2023, the United States Government, on behalf of the EPA, filed a lawsuit against Denka in Federal Court in Louisiana claiming that Denka’s continued chloroprene emissions constitute an imminent damage to the public. A DuPont subsidiary is identified as a defendant in this matter simply as a landlord/property owner.
Removed
The lawsuit seeks injunctive relief requiring Denka to eliminate the alleged imminent and substantial endangerment posed by its chloroprene emissions from the facility. In January 2025, the Court set a pre-trial schedule with an anticipated 10-day trial to begin in the second quarter 2025.
Removed
New Jersey Directive PFAS On March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Directive and Notice to Insurers to a number of companies, including Chemours, DowDuPont, EIDP, and certain DuPont subsidiaries. NJDEP’s allegations relate to former operations of EIDP involving poly- and perfluoroalkyl substances, (“PFAS”), including PFOA and PFOA- replacement products.
Removed
The NJDEP seeks past and future costs of investigating, monitoring, testing, treating, and remediating New Jersey’s drinking water and waste systems, private drinking water wells and natural resources including groundwater, surface water, soil, sediments and biota.
Removed
The Directive seeks certain information as to future costs and information related to the historical uses of PFAS and replacement chemicals including “information ranging from use and discharge of the chemicals through wastewater treatment plants, air emissions, and sales of products containing the chemicals to current development, manufacture, use and release of newer chemicals in the state.”

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+7 added−4 removed0 unchanged
Biggest changeThe Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company's Board of Directors. At January 31, 2025, there were 60,030 stockholders of record. See Part III, Item 11. Executive Compensation for information relating to the Company’s equity compensation plans.
Biggest changeAt January 31, 2026, there were 55,987 stockholders of record. See Part III, Item 11. Executive Compensation for information relating to the Company’s equity compensation plans. Issuer Purchases of Equity Securities In the fourth quarter of 2025, the Company’s Board of Directors approved a new share repurchase authorization of up to $2 billion of common stock (the “$2B Authorization”).
Stockholders are cautioned against drawing any conclusions from the data contained therein, as past results are not necessarily indicative of future performance. The chart illustrates the cumulative total return of the Company's stock based on a presumed investment of $100 on December 31, 2019 and a presumption that all dividends were reinvested.
The chart illustrates the cumulative total return of the Company's stock based on a presumed investment of $100 on December 31, 2020 and a presumption that all dividends were reinvested. The chart does not reflect the Company's forecast of future financial performance.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's common stock is traded on the NYSE under the ticker symbol "DD." During 2024 and 2023, the Company paid quarterly dividends on its common stock of $0.38 and $0.36 per share, respectively.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's common stock is traded on the NYSE under the ticker symbol "DD." In connection with the Electronics Separation, on November 1, 2025, DuPont shareholders received one share of common stock of Qnity for every two shares of common stock of DuPont held at the close of business on October 22, 2025.
See the discussion under Liquidity and Capital Resources starting on page 47 for more information. 31 Table of Contents Stockholder Return The form of the chart presented below is in accordance with the requirements of the U.S. Securities and Exchange Commission.
See Note 18 to the Consolidated Financial Statements for additional information. 29 Table of Contents Stockholder Return The form of the chart presented below is in accordance with the requirements of the U.S. Securities and Exchange Commission. Stockholders are cautioned against drawing any conclusions from the data contained therein, as past results are not necessarily indicative of future performance.
Removed
Issuer Purchases of Equity Securities In the first quarter of 2024, the Company’s Board of Directors approved the $1B Share Buyback Program authorizing the repurchase and retirement of up to $1 billion of common stock. For the three months ended December 31, 2024, there were no purchases of the Company’s common stock.
Added
On November 6, 2025, the Company’s Board of Directors declared a dividend of $0.20 per share of DuPont common stock which was paid on December 15, 2025 to shareholders of record on November 28, 2025. The Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company's Board of Directors.
Removed
At December 31, 2024, $500 million is the approximate dollar value of shares that may be purchased by the Company under this program. In connection with the Previously Intended Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share buyback authority under the $1B Share Buyback program.
Added
During 2025, the Board of Directors authorized and paid quarterly dividends of $0.41 per share to shareholders of record in the first, second, and third quarters, respectively. During 2024, the Board of Directors authorized and paid quarterly dividends of $0.38 per share to shareholders of record in the first, second, third and fourth quarters, respectively.
Removed
The chart does not reflect the Company's forecast of future financial performance.
Added
The following table provides information regarding purchases of the Company's common stock by the Company during the three months ended December 31, 2025: Issuer Purchases of Equity Securities Total number of shares purchased as part of the Company's publicly announced share repurchase program Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share repurchase program (In millions) Period Total number of shares purchased Average price paid per share $2B Authorization October — $ — — $ — November 1 10,217,114 $ 39.15 10,217,114 $ 1,500 December — $ — — $ 1,500 Fourth Quarter 2025 10,217,114 $ 39.15 10,217,114 $ 1,500 1.
Removed
Cumulative Total Return December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 DuPont $ 100.00 $ 113.31 $ 130.75 $ 113.25 $ 129.48 $ 130.81 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 S&P Industrials $ 100.00 $ 111.06 $ 134.52 $ 127.15 $ 150.20 $ 176.44 ITEM 6.
Added
In November 2025, DuPont entered into accelerated share repurchase agreements with one counterparty for repurchase of about $500 million of common stock (the "Q4 25 ASR Transaction"), under the $2B Authorization.
Added
DuPont received initial deliveries of 10.2 million shares of DuPont common stock at a price per share of $39.15, 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.
Added
The settlement resulted in a delivery of approximately 2 million shares which were retired immediately and will be recorded as an increase to accumulated deficit in the first quarter of 2026. In total, the Company repurchased 12.2 million shares at an average price of $40.89 per share under the Q4 2025 ASR Transaction.
Added
Cumulative Total Return December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 DuPont $ 100.00 $ 117.92 $ 104.89 $ 123.26 $ 127.85 $ 168.51 S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 S&P Industrials $ 100.00 $ 121.12 $ 114.48 $ 135.24 $ 158.87 $ 189.72 ITEM 6.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

156 edited+117 added−79 removed67 unchanged
Biggest changeThe 2022 Restructuring Program is considered substantially complete. 36 Table of Contents RESULTS OF OPERATIONS Summary of Sales Results For the Years Ended December 31, In millions 2024 2023 2022 Net sales $ 12,386 $ 12,068 $ 13,017 Sales Variances by Segment and Geographic Region - As Reported For the Year Ended December 31, 2024 For the Year Ended December 31, 2023 Percentage change from prior year Local Price & Product Mix Currency Volume Portfolio & Other Total Local Price & Product Mix Currency Volume Portfolio & Other Total Electronics & Industrial (2) % (1) % 8 % 6 % 11 % — % (1) % (11) % 2 % (10) % Water & Protection (1) (1) (2) — (4) 3 (1) (7) — (5) Corporate & Other 1 (1) (1) (3) (1) (6) 1 — 2 (7) (4) Total (1) % (1) % 2 % 3 % 3 % 2 % (1) % (8) % — % (7) % U.S. & Canada — % — % (1) % 6 % 5 % 3 % — % (9) % 2 % (4) % EMEA 2 (2) — (2) 1 (3) 3 1 (4) — — Asia Pacific (2) (2) 7 — 3 — (2) (11) (1) (14) Latin America (1) — — 3 2 1 — 7 2 10 Total (1) % (1) % 2 % 3 % 3 % 2 % (1) % (8) % — % (7) % 1.
Biggest changeSee Note 16 to the Consolidated Financial Statements for additional information. 36 Table of Contents RESULTS OF OPERATIONS Summary of Sales Results For the Years Ended December 31, In millions 2025 2024 2023 Net sales $ 6,849 $ 6,719 $ 6,614 Sales Variances by Segment and Geographic Region - As Reported For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 Percentage change from prior year Local Price & Product Mix Currency Volume Portfolio & Other Total Local Price & Product Mix Currency Volume Portfolio & Other Total Healthcare & Water Technologies — % 1 % 7 % 1 % 9 % — % — % (6) % 8 % 2 % Diversified Industrials (1) — (1) (1) (3) — (1) 1 1 1 Total (1) % — % 3 % — % 2 % — % — % (2) % 4 % 2 % U.S. & Canada — % (1) % 1 % 1 % 1 % — % — % (1) % 8 % 7 % EMEA 1 (1) 2 4 1 6 (1) 1 (1) 1 — Asia Pacific (1) — 5 (4) — (1) (2) (3) — (6) Latin America (2) — 3 — 1 — — (8) 5 (3) Total (1) % — % 3 % — % 2 % — % — % (2) % 4 % 2 % 1.
Restructuring In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program").
In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum acquisition and Delrin ® Divestiture (the "2023-2024 Restructuring Program").
The year ended December 31, 2024 included a $138 million net loss related to interest rate swap activity including mark-to-market adjustments and a $74 million loss on debt extinguishment partially offset by $73 million of interest income. The decrease in interest income period over period is due to the decreased cash balance in 2024.
The year ended December 31, 2024 included a $138 million net loss related to interest rate swap activity including mark-to-market adjustments and a $74 million loss on debt extinguishment, partially offset by $74 million of interest income. The decrease in interest income period over period is due to the decreased cash balance in 2024.
On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 Notes in accordance with their terms. The redemption was effective on June 15, 2024. As a result of the announced redemption, the Company dedesignated the then current hedging relationship.
On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 Notes in accordance with their terms. The redemption was effective on June 15, 2024. As a result of the announced redemption, the Company dedesignated the current hedging relationship.
These key assumptions are determined through evaluation of the Company as a whole, underlying business fundamentals and industry risk. The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing.
These key assumptions are determined through evaluation of the reporting unit as a whole, underlying business fundamentals and industry risk. The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing.
Donatelle Plastics Acquisition On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), for a net purchase price of $365 million (the "Donatelle Plastics Acquisition") which includes immaterial adjustments for acquired cash and net working capital. The net purchase price also includes the estimated fair value for a contingent earn-out liability of $40 million.
Donatelle Acquisition On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle"), for a net purchase price of $365 million (the "Donatelle Acquisition") which includes immaterial adjustments for acquired cash and net working capital. The net purchase price also included the estimated fair value for a contingent earn-out liability of $40 million.
Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.
Future Reimbursable Indirect Costs are reported within continuing operations in Corporate but are excluded from Operating EBITDA as defined below. The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”). Stranded Costs are reported within continuing operations in Corporate and are included within Operating EBITDA.
Inventory write-offs for plant line closures in connection with the 2023-2024 Restructuring Program were $25 million in "Cost of Sales" within the Consolidated Statements of Operations for the year ended December 31, 2024.
Inventory write-offs for plant line closures in connection with the 2023-2024 Restructuring Program were $25 million in "Cost of sales" within the Consolidated Statements of Operations for the year ended December 31, 2025.
These factors include, but are not limited to, the nature of specific 50 Table of Contents claims including unasserted claims, the Company's experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms, and the matter's current status.
These factors include, but are not limited to, the nature of specific claims including unasserted claims, the Company's experience with similar types of claims, the jurisdiction in which the matter 51 Table of Contents is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms, and the matter's current status.
The following table highlights the potential impact on the Company's pre-tax earnings due to changes in certain key assumptions with respect to the Company's pension plans based on assets and liabilities on a continuing operations basis at December 31, 2024: Pre-tax Earnings Benefit (Charge) (Dollars in millions) 1/4 Percentage Point Increase 1/4 Percentage Point Decrease Discount rate $ (1) $ 1 Expected rate of return on plan assets 5 (5) Additional information with respect to pension plans, liabilities and assumptions is discussed under "Long-term Employee Benefits" and in Note 19 to the Consolidated Financial Statements.
The following table highlights the potential impact on the Company's pre-tax earnings due to changes in certain key assumptions with respect to the Company's pension and OPEB plans based on assets and liabilities on a continuing operations basis at December 31, 2025: Pre-tax Earnings Benefit (Charge) (Dollars in millions) 1/4 Percentage Point Increase 1/4 Percentage Point Decrease Discount rate $ (1) $ 1 Expected rate of return on plan assets 5 (5) Additional information with respect to pension plans, liabilities and assumptions is discussed under "Long-term Employee Benefits" and in Note 19 to the Consolidated Financial Statements.
The increase is mainly due to higher expected net periodic benefit costs. 53 Table of Contents ENVIRONMENTAL MATTERS The Company operates global manufacturing, facilities that are subject to a broad array of environmental laws and regulations. Such rules are subject to change by the implementing governmental agency, and the Company monitors these changes closely.
The increase is mainly due to higher expected net periodic benefit costs. 55 Table of Contents ENVIRONMENTAL MATTERS The Company operates global manufacturing, facilities that are subject to a broad array of environmental laws and regulations. Such rules are subject to change by the implementing governmental agency, and the Company monitors these changes closely.
Applicable corporations will be allowed to claim a credit for the minimum tax paid against regular tax in future years. The Company is an applicable corporation subject to the CAMT requirements however, the Company did not incur a CAMT liability for 2024 and 2023.
Applicable corporations will be allowed to claim a credit for the minimum tax paid against regular tax in future years. The Company is an applicable corporation subject to the CAMT requirements however, the Company did not incur a CAMT liability for 2025 and 2024.
The unfavorable currency impact is primarily driven by the Japanese yen, and Chinese yuan, partially offset by the Euro.
The unfavorable currency impact is primarily driven by the Japanese yen and Chinese yen, partially offset by the Euro.
Other Contractual Obligations Purchase obligations represents enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or minimum quantities; fixed minimum or variable price provisions; and the approximate timing of the agreement.
Other Contractual Obligations Purchase obligations represent enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or minimum quantities; fixed minimum or variable price provisions; and the approximate timing of the agreement.
Where appropriate, asset-liability studies are also taken into consideration. For plans, the long-term expected return on plan assets pension expense is determined using the fair value of assets.
Where appropriate, asset-liability studies are also taken into consideration. For plans, the long-term expected return on plan assets is determined using the fair value of assets.
The following table summarizes the extent to which the Company's income for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 was affected by pre-tax charges related to long-term employee benefits, which include defined contributions and net periodic benefit costs (credits): For the Years Ended In millions December 31, 2024 December 31, 2023 December 31, 2022 Long-term employee benefit plan charges $ 123 $ 159 $ 138 The above charges (benefit) for pension and OPEB are determined as of the beginning of each period.
The following table summarizes the extent to which the Company's income for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 was affected by pre-tax charges related to long-term employee benefits, which include defined contributions and net periodic benefit costs (credits): For the Years Ended In millions December 31, 2025 December 31, 2024 December 31, 2023 Long-term employee benefit plan charges $ 129 $ 123 $ 159 The above charges (benefit) for pension and OPEB are determined as of the beginning of each period.
Refer to Note 15 to the Consolidated Financial Statements for additional information. Provision for (benefit from) Income Taxes on Continuing Operations The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes.
Refer to Note 15 to the Consolidated Financial Statements for additional information. 39 Table of Contents Provision for (benefit from) Income Taxes on Continuing Operations The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes.
On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable of $350 million and acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”).
Delrin ® Divestiture On November 1, 2023, the Company closed the sale of the Delrin ® business to TJC LP ("TJC"), (the “Delrin ® Divestiture”). DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable of $350 million and acquired a 19.9 percent noncontrolling equity interest in Derby Group Holdings LLC, (“Derby”).
If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that t he carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required.
If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial qualitative assessment indicates that it is more likely than not that t he carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required.
DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable of $350 million and acquired a 19.9 percent non-controlling equity interest in Derby Group Holdings LLC, (“Derby”).
DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable of $350 million and acquired a 19.9 percent noncontrolling equity interest in Derby Group Holdings LLC, (“Derby”).
Income Taxes The breadth of the Company's operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes the Company will ultimately pay.
Income Taxes The breadth of the Company's operations and divestiture activity and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes the Company will ultimately pay.
The effective tax rate differential was principally the result of the non-tax-deductible goodwill impairment charge of $804 million in the fourth quarter of 2023 partially offset by a $324 million tax benefit recorded in connection with an internal restructuring.
The effective tax rate differential was principally the result of $324 million tax benefit recorded in connection with an internal restructuring, partially offset by the non-tax-deductible goodwill impairment charge of $140 million in the fourth quarter of 2023.
The Company contributed $5 million to its funded pension plans for the year ended December 31, 2024. The Company contributed $9 million and $23 million to its funded pension plans for the years ended December 31, 2023 and 2022, respectively. All values within this Long-Term Employee Benefits section are inclusive of balances and activity associated with discontinued operations.
The Company contributed $6 million to its funded pension plans for the year ended December 31, 2025. The Company contributed $5 million and $9 million to its funded pension plans for the years ended December 31, 2024 and 2023, respectively. All values within this "Long-Term Employee Benefits" section are inclusive of balances and activity associated with discontinued operations.
See Note 6 to the Consolidated Financial Statements for additional information. Inventory write-offs associated with restructuring programs are recorded to "Cost of Sales” in the Consolidated Statements of Operations. Goodwill Impairment Charges For the years ended December 31, 2024 and 2022, there were no goodwill impairment charges.
See Note 6 to the Consolidated Financial Statements for additional information. Inventory write-offs associated with restructuring programs are recorded to "Cost of sales” in the Consolidated Statements of Operations. Goodwill Impairment Charges For the years ended December 31, 2025 and 2024, there were no goodwill impairment charges related to continuing operations.
At January 31, 2024, DuPont's credit ratings were as follows: Credit Ratings Long-Term Rating Short-Term Rating Outlook Standard & Poor’s BBB+ A-2 Watch Negative Moody’s Investors Service Baa1 P-2 Negative Fitch Ratings BBB+ F-2 Watch Negative The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations.
At January 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 increase in pre-tax charges for the year ended December 31, 2023, are primarily driven by the definitive agreement reached in June 2023 by Chemours, Corteva, EIDP and DuPont to comprehensively resolve all PFAS-related claims of a defined class of U.S. public water systems, (the “Water District Settlement Agreement”) for $1.185 billion in cash to be paid to a Qualified Settlement Fund, (the “Water District Settlement Fund”).
The decrease in pre-tax charges for the year ended December 31, 2024 compared to 2023 is primarily driven by the definitive agreement reached in June 2023 by Chemours, Corteva, EIDP and DuPont to comprehensively resolve all PFAS-related claims of a defined class of U.S. public water systems, (the “Water District Settlement Agreement”) for $1.185 billion in cash to be paid to a Qualified Settlement Fund, (the “Water District Settlement Fund”).
Pension and Other Post-Employment Plans The Company's funding policy is to contribute to defined benefit pension plans based on pension funding laws and local country requirements. Contributions exceeding funding requirements may be made at the Company's discretion. The Company expects to contribute approximately $56 million to its pension plans in 2025.
Pension and Other Post-Employment Plans The Company's funding policy is to contribute to defined benefit pension plans based on pension funding laws and local country requirements. Contributions exceeding funding requirements may be made at the Company's discretion. The Company expects to contribute approximately $55 million to its pension plans in 2026.
Total pre-tax charges of $46 million, $487 million and $96 million related to the MOU are reflected as a loss from discontinued operations for the year ended December 31, 2024, 2023 and 2022, respectively, in the Company's Consolidated Statements of Operations.
Total pre-tax charges of $235 million, $46 million and $487 million related to the MOU are reflected as a loss from discontinued operations for the year ended December 31, 2025, 2024 and 2023, respectively, in the Company's Consolidated Statements of Operations.
Donatelle Plastics Acquisition On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC for a net purchase price of $365 million, which includes the estimated fair value for a contingent earn-out liability of $40 million. The Company utilized existing cash balances to complete the acquisition.
Donatelle Acquisition On July 28, 2024, DuPont completed the Donatelle Acquisition for a net purchase price of $365 million, which included the estimated fair value for a contingent earn-out liability of $40 million. The Company utilized existing cash balances to complete the acquisition.
At December 31, 2024, the Company was in compliance with this financial covenant. Summary of Cash Flows The Company’s cash flows from operating, investing and financing activities, as reflected in the Consolidated Statements of Cash Flows, are summarized in the following table.
At December 31, 2025, the Company was in compliance with this financial covenant. 46 Table of Contents Summary of Cash Flows The Company’s cash flows from operating, investing and financing activities, as reflected in the Consolidated Statements of Cash Flows, are summarized in the following table.
In addition, the Company continually reviews its diverse portfolio of assets to ensure they are achieving their greatest potential and are aligned with the Company's growth strategy. Strategic decisions involving a particular group of assets may trigger an assessment of the recoverability of the related assets.
In addition, the Company continually reviews its diverse portfolio of assets to ensure they are achieving their greatest potential and are aligned with the Company's growth strategy. Strategic decisions involving a particular group of assets may trigger an assessment of the recoverability of the related assets. Such an assessment could result in impairment losses.
The Company made benefit payments of $46 million, $57 million, and $56 million to its unfunded plans, including OPEB plans, for the years ended December 31, 2024, 2023 and 2022, respectively. In 2025, the Company expects to contribute approximately $56 million to its funded pension plans and its remaining plans with no plan assets.
The Company made benefit payments of $49 million, $46 million, and $57 million to its unfunded plans, including OPEB plans, for the years ended December 31, 2025, 2024 and 2023, respectively. In 2026, the Company expects to contribute approximately $55 million to its funded pension plans and its remaining plans with no plan assets.
Components of management’s discussion and analysis of financial condition and results of operations include: • Overview • Analysis of Operations • Result of Operations • Segment Results • Outlook • Liquidity and Capital Resources • Recent Accounting Pronouncements • Critical Accounting Estimates • Long-Term Employee Benefits • Environmental Matters OVERVIEW As of December 31, 2024, the Company has $1.6 billion of net working capital and $1.9 billion in cash and cash equivalents.
Components of management’s discussion and analysis of financial condition and results of operations include: • Overview • Analysis of Operations • Result of Operations • Segment Results • Outlook • Liquidity and Capital Resources • Recent Accounting Pronouncements • Critical Accounting Estimates • Long-Term Employee Benefits • Environmental Matters OVERVIEW As of December 31, 2025, the Company has $1.7 billion of net working capital and $0.7 billion in cash and cash equivalents.
Restructuring Programs 2023-2024 Restructuring Program In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program").
The Company expects the program to be completed in 2026. 2023-2024 Restructuring Program In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum acquisition and Delrin ® Divestiture (the "2023-2024 Restructuring Program").
At December 31, 2024, total liabilities related to the 2023-2024 Restructuring Program were $47 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets. 2022 Restructuring Program In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational structures following the M&M Divestitures (the "2022 Restructuring Program").
At December 31, 2025, total liabilities related to the 2023-2024 Restructuring Program were $10 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets. 35 Table of Contents 2022 Restructuring Program In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational structures following the M&M Divestitures (the "2022 Restructuring Program").
Spectrum Acquisition On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”). Spectrum manufactures flexible packaging products, plastic and silicone extrusions, and components for the industrial, food and medical business sectors throughout the United States and international markets. Spectrum is part of the Electronics & Industrial segment.
Spectrum Acquisition On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”). Spectrum manufactures flexible packaging products, plastic and silicone extrusions, and components for the industrial, food and medical business sectors throughout the United States and international markets.
As of December 31, 2024, the Company is contractually obligated to make future cash payments of $111 million related to other miscellaneous obligations, the majority of which is due subsequent to 2025. 49 Table of Contents RECENT ACCOUNTING PRONOUNCEMENTS See Note 2 to the Consolidated Financial Statements for a description of recent accounting pronouncements.
As of December 31, 2025, the Company is contractually obligated to make future cash payments of $71 million related to other miscellaneous obligations, the majority of which is due subsequent to 2026. 50 Table of Contents RECENT ACCOUNTING PRONOUNCEMENTS See Note 2 to the Consolidated Financial Statements for a description of recent accounting pronouncements.
For the years ended December 31, 2023 through December 31, 2024, DuPont recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $94 million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of severance and related benefit costs.
For the years ended December 31, 2023 through December 31, 2025, DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $147 million, recognized in "Restructuring and asset related charges – net" in the Company's Consolidated Statements of Operations, comprised of $89 million of severance and related benefit costs and asset related charges of $58 million.
As of December 31, 2024, the Company is contractually obligated to make future cash payments of $129 million, of which $18 million will be due in the next twelve months and remainder will be due subsequent to 2025. See Note 16 to the Consolidated Financial Statements for more information.
As of December 31, 2025, the Company is contractually obligated to make future cash payments of $119 million, of which $35 million will be due in the next twelve months and remainder will be due subsequent to 2026. See Note 16 to the Consolidated Financial Statements for more information.
Environmental Remediation The Company has incurred environmental remediation costs, including indemnification remediation costs, of $21 million, $69 million and $12 million, for the years ended December 31, 2024, 2023 and 2022, respectively.
Environmental Remediation The Company has incurred environmental remediation costs, including indemnification remediation costs of $25 million, $21 million and $69 million, for the years ended December 31, 2025, 2024 and 2023, respectively.
Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations.
Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, Aramids Business, and Electronics Business, do not meet the criteria for discontinued operations and are reported within continuing operations.
DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $199 million inception-to-date, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of $114 million of severance and related benefit costs and asset related charges of $85 million.
DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $147 million inception-to-date, recognized in "Restructuring and asset related charges – net" in the Company's Consolidated Statements of Operations, comprised of $89 million of severance and related benefit costs and asset related charges of $58 million.
See "Pension Plans and Other Post-Employment Benefits" under the Critical Accounting Estimates section of this report for additional information on determining annual expense. For 2025, long term employee benefit expense from continuing operations is expected to increase by about $14 million compared to 2024.
See "Pension Plans and Other Post-Employment Benefits" under the Critical Accounting Estimates section of this report for additional information on determining annual expense. For 2026, long term employee benefit expense is expected to increase by about $12 million compared to 2025.
At December 31, 2024, total liabilities related to the 2022 Restructuring Program were $1 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.
At December 31, 2025, total liabilities related to the 2023-2024 Restructuring Program were $10 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.
The following table summarizes the Company's credit facilities: Committed and Available Credit Facilities at December 31, 2024 In millions Effective Date Committed Credit Credit Available Maturity Date Interest Five-Year Revolving Credit Facility 1 April 2022 $ 2,500 $ 2,484 April 2027 Floating Rate 2024 $1B Revolving Credit Facility 2 May 2024 1,000 1,000 May 2025 Floating Rate Total Committed and Available Credit Facilities $ 3,500 $ 3,484 1.
The following table summarizes the Company's credit facilities: Committed and Available Credit Facilities at December 31, 2025 In millions Effective Date Committed Credit Credit Available Maturity Date Interest Five-Year Revolving Credit Facility 1 April 2022 $ 2,000 $ 1,984 April 2028 Floating Rate 2025 $1B Revolving Credit Facility 2 May 2025 1,000 1,000 May 2026 Floating Rate Total Committed and Available Credit Facilities $ 3,000 $ 2,984 1.
Other miscellaneous obligations includes liabilities related to deferred compensation and other noncurrent liabilities.
Other miscellaneous obligations include liabilities related to deferred compensation and other noncurrent liabilities.
As of December 31, 2024, obligations of future lease payments are $469 million, of which $97 million will be due in the next twelve months and remainder will be due subsequent to 2025. Environmental remediation obligations represents costs for remediation and restoration with respect to environmental matters and Non-PFAS clean-up responsibilities.
As of December 31, 2025, obligations of future lease payments are $235 million, of which $57 million will be due in the next twelve months and remainder will be due subsequent to 2026. Environmental remediation obligations represent costs for remediation and restoration with respect to environmental matters and Non-PFAS clean-up responsibilities.
At December 31, 2024, the Company had a net deferred tax liability balance of $669 million, net of a valuation allowance of $772 million. Realization of deferred tax assets is expected to occur over an extended period of time.
At December 31, 2025, the Company had a net deferred tax liability balance of $123 million, net of a valuation allowance of $664 million. Realization of deferred tax assets is expected to occur over an extended period of time.
For the year ended December 31, 2024, the Company's effective tax rate was 34.7 percent on pre-tax income from continuing operations of $1,192 million.
For the year ended December 31, 2024, the Company's effective tax rate was 182.1 percent on pre-tax income from continuing operations of $117 million.
For the years ended December 31, 2024 and 2023, DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $89 million and $110 million, respectively .
For the years ended December 31, 2025 and 2024, DuPont recorded a pre-tax charge related to the Transformational Separation-Related Restructuring Program in the amount of $69 million . For the years ended December 31, 2024 and 2023, DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $59 million and $89 million, respectively .
Donatelle Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices. Donatelle Plastics part of Industrial Solutions within the Electronics & Industrial segment. See Note 3 to the Consolidated Financial Statements for additional information.
Donatelle is a medical device company specializing in the design, development and manufacture of medical components and devices. Donatelle is part of Healthcare Technologies within the Healthcare & Water Technologies segment. See Note 3 to the Consolidated Financial Statements for additional information.
The underlying factors affecting the Company’s overall tax rate are summarized in Note 8 to the Consolidated Financial Statements. 39 Table of Contents SEGMENT RESULTS The revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the historical periods.
The underlying factors affecting the Company’s overall tax rate are summarized in Note 8 to the Consolidated Financial Statements. 40 Table of Contents SEGMENT RESULTS The revenues and certain expenses of the M&M Divestitures, Aramids Business, and Electronics Business are classified as discontinued operations in the current and historical periods.
As of December 31, 2024, the Company is contractually obligated to make future cash payments of $96 million related to purchase obligations, of which $48 million will be due in the next twelve months and the remainder will be due subsequent to 2025. Lease obligations represents future finance and operating lease payments.
As of December 31, 2025, the Company is contractually obligated to make future cash payments of $81 million related to purchase obligations, of which $59 million will be due in the next twelve months and the remainder will be due subsequent to 2026. Lease obligations represent future finance and operating lease payments.
In addition, there was a $103 million tax expense recorded in connection with an internal restructuring. For the year ended December 31, 2023, the Company's effective tax rate was (5.8) percent on pre-tax income from continuing operations of $504 million.
In addition, there was a $103 million tax expense recorded in connection with an internal restructuring. For the year ended December 31, 2023, the Company's effective tax rate was 77.7 percent on pre-tax loss from continuing operations of $279 million.
The judgment became final in April 2024, therefore the $400 million contribution, plus interest, to the Water District Settlement Fund is reflected as a cash outflow within cash flows from discontinued operations during the year ended December 31, 2024.
The judgment became final in April 2024, therefore the $400 million contribution, plus interest, to the Water District Settlement Fund is reflected as a cash outflow within "Cash Flows from Discontinued Operations" during the year ended December 31, 2024. See Note 16 to the Consolidated Financial Statements for additional information.
The results of operations of the Biomaterials business unit are reported in Corporate & Other for 2022. 34 Table of Contents ANALYSIS OF OPERATIONS Joint Settlement Agreement On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into a binding Memorandum of Understanding (the “MOU”), pursuant to which the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS arising out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of qualified spend (as defined in the MOU) is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU.
Cost Sharing MOU On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into a binding Memorandum of Understanding (the “MOU”), pursuant to which the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS arising out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of qualified spend (as defined in the MOU) is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU.
Such an assessment could result in impairment losses. 51 Table of Contents The Company performs its annual goodwill impairment testing during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value is below carrying value, at the reporting unit level which is defined as the operating segment or one level below the operating segment.
The Company performs its annual goodwill impairment testing during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value is below carrying value, at the reporting unit level which is defined as the operating segment or one level below the operating segment.
The Delrin® Divestiture together with the M&M Divestiture (collectively the "M&M Divestitures" and the businesses in scope for the M&M Divestitures collectively the "M&M Businesses") represent a strategic shift that has a major impact on DuPont's operations and results.
The Delrin ® Divestiture together with the divestiture of the majority of the historic Mobility & Materials segment in 2022 (collectively the "M&M Divestitures" and the businesses in scope for the M&M Divestitures collectively the "M&M Businesses") represent a strategic shift that has a major impact on DuPont's operations and results.
For the years ended December 31, 2023 through December 31, 2024, DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $199 million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of $114 million of severance and related benefit costs and asset related charges of $85 million.
For the years ended December 31, 2023 through December 31, 2025, DuPont recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $69 million, recognized in "Restructuring and asset related charges – net" in the Company's Consolidated Statements of Operations, comprised of severance and related benefit costs. Actions related to the 2022 Restructuring Program are complete.
The Company recorded total excise tax of $8 million and $21 million, respectively, as a reduction to retained earnings for the years ended December 31, 2024 and 2023. See Part II, Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Note 18 to the Consolidated Financial Statements, for additional information.
The Company recorded total excise tax of $4 million and $8 million, respectively, as an increase to accumulated deficit for the years ended December 31, 2025 and 2024. See Part II, Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Note 18 to the Consolidated Financial Statements, for additional information.
The increase in amortization of intangibles in 2023 compared to 2022 was primarily due to the amortization of the intangible assets acquired in the Spectrum Acquisition in the third quarter of 2023 partially offset by the absence of amortization in 2023 from fully amortized assets. See Note 14 to the Consolidated Financial Statements for additional information on intangible assets.
The increase in amortization of intangibles in 2024 compared to 2023 was primarily due to the amortization of the intangible assets acquired in the Spectrum Acquisition in the third quarter of 2023. See Note 14 to the Consolidated Financial Statements for additional information on intangible assets.
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments. For the year ended December 31, 2024, these costs were primarily related to the Previously Intended Business Separations, including the Intended Electronics Separation.
Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments. For the year ended December 31, 2025, these costs were primarily related to the Electronics Separation and preparations for the Aramids Divestiture.
When applicable, third-party purchase offers may be utilized to measure fair value. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods.
When applicable, third-party purchase offers may be utilized to measure fair value. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results.
Donatelle Plastics is being integrated into Industrial Solutions within the Electronics & Industrial segment. 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'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.
Europe, Middle East and Africa. 2024 versus 2023 The Company reported net sales for the year ended December 31, 2024 of $12.4 billion, up 3 percent from $12.1 billion for the year ended December 31, 2023, due to a 2 percent increase in volume and a 3 percent increase in portfolio partially offset by 1 percent decreases due to local price and product mix as well as currency.
Europe, Middle East and Africa. 2025 versus 2024 The Company reported net sales for the year ended December 31, 2025 of $6.8 billion, up 2 percent from $6.7 billion for the year ended December 31, 2024, due to a 3 percent increase in volume partially offset by a 1 percent decrease due to local price and product mix.
The redemption was funded with the net proceeds from the M&M Divestiture. In November 2023, the $300 million Floating Rate Senior Unsecured Notes matured and was repaid at par plus the accrued and unpaid interest. The Company funded the repayment with cash on hand.
In November 2023, the $300 million Floating Rate Senior Unsecured Notes matured and was repaid at par plus the accrued and unpaid interest. The Company funded the repayment with cash on hand. In November 2025, the $1,850 million Fixed Rate Senior Unsecured Notes matured and was repaid at par plus the accrued and unpaid interest.
For the year ended December 31, 2023, cost of sales was $7.8 billion, down from $8.4 billion for the year ended December 31, 2022. Cost of sales decreased for the year ended December 31, 2023 primarily due to decreased sales volume and lower raw material, logistics and energy costs.
For the year ended December 31, 2024, cost of sales was $4.5 billion, up from $4.4 billion for the year ended December 31, 2023. Cost of sales increased for the year ended December 31, 2024 primarily due to increased sales volume and lower raw material, logistics and energy costs.
The senior unsecured notes (the "2018 Senior Notes") also contain customary default provisions. The Five-Year Revolving Credit Facility and 2024 $1B Revolving Credit Facility 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.
The Five-Year Revolving Credit Facility and the 364-Day Revolving Credit Facility 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.
Sundry income (expense) - net for the year ended December 31, 2024 was $76 million of expense compared with $102 million and $191 million of income in the years ended December 31, 2023 and 2022, respectively.
"Sundry income (expense) – net" for the year ended December 31, 2025 was $14 million of income compared with $111 million of expense and $80 million of income in the years ended December 31, 2024 and 2023, respectively.
Other Off-balance Sheet Arrangements The MOU Cost Sharing Agreement In connection with the cost sharing arrangement entered into as part of the MOU, the companies agreed to establish an escrow account to support and manage potential future eligible PFAS costs.
See Note 6 to the Consolidated Financial Statements for more information on the Company's restructuring programs. Other Off-balance Sheet Arrangements The MOU Cost Sharing Agreement In connection with the cost sharing arrangement entered into as part of the MOU, the companies agreed to establish an escrow account to support and manage potential future eligible PFAS costs.
The Company anticipates stable demand within the markets served by the Company’s other industrial-based product lines. 43 Table of Contents LIQUIDITY & CAPITAL RESOURCES The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase the Company’s optionality and financing efficiency as it relates to financing cost and balancing terms/maturities.
In Industrial Technologies, the Company expects low-single digit growth year over year driven by strength in aerospace and demand recovery within markets served by DuPont's remaining industrial-based product lines. 43 Table of Contents LIQUIDITY & CAPITAL RESOURCES The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase the Company’s optionality and financing efficiency as it relates to financing cost and balancing terms/maturities.
As of December 31, 2024, the Company is contractually obligated to make future cash payments of $7.3 billion and $4.0 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, $1.9 billion will be due in the next twelve months and the remainder will be due subsequent to 2025.
As of December 31, 2025, the Company is contractually obligated to make future cash payments of $3.2 billion and $2.1 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, all payments will be due subsequent to 2026.
The IRA also established an excise tax that imposes a 1 percent surcharge on stock repurchases, effective January 1, 2023. Refer to Note 18 to the Consolidated Financial Statements for further information on the 1 percent surcharge on stock repurchases.
The IRA also established an excise tax that imposes a 1 percent surcharge on stock repurchases, effective January 1, 2023. Refer to Note 18 to the Consolidated Financial Statements for further information on the 1 percent surcharge on stock repurchases. On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was enacted.
The Company expects 2025 capital expenditures to be about $660 million which includes separation-related capital expenditures. The Company may adjust its spending throughout the year as economic conditions develop.
The Company expects 2026 capital expenditures to be about $320 million. The Company may adjust its spending throughout the year as economic conditions develop.
Changes in the remediation accrual balance are summarized below: (In millions) Balance at December 31, 2022 $ 90 Remediation payments 1 (5) Net increase in remediation accrual 1 10 Net change, indemnification 2 53 Balance at December 31, 2023 $ 148 Remediation payments 1 (7) Net increase in remediation accrual 1 6 Net change, indemnification 2 (18) Balance at December 31, 2024 $ 129 1.
Changes in the remediation accrual balance are summarized below: In millions Balance at December 31, 2023 $ 148 Remediation payments 1 (7) Net increase in remediation accrual 1 6 Net change, indemnification 2 (18) Balance at December 31, 2024 $ 129 Remediation payments 1 (14) Net increase in remediation accrual 1 4 Net change, indemnification 2 5 Transferred to Qnity 3 (5) Balance at December 31, 2025 $ 119 1.
Capital Structure Actions In connection with the Previously Intended Business Separations, on June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 Notes, in accordance with their terms.
The majority of interest obligations will be due in 2031 or later. 2024 Capital Structure Actions On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 Notes (the "2038 Notes"), in accordance with their terms.
The year ended December 31, 2023 included interest income of $155 million and a $19 million net gain on divestiture and sales of other assets, primarily related to a land sale within the Water & Protection segment, partially offset by foreign currency exchange losses of $73 million.
The year ended December 31, 2023 included interest income of $155 million and a $11 million net gain on divestiture and sales of other assets, primarily related to a land sale within Healthcare & Water Technologies segment, partially offset by foreign currency exchange losses of $77 million. See Note 7 to the Consolidated Financial Statements for additional information.
Cash Flows used for Financing Activities - Continuing Operations Cash used for financing activities of continuing operations in 2024 was $1,847 million compared to cash used for financing activities of $2,989 million and $7,646 million in 2023 and 2022, respectively .
Cash Flows used for Financing Activities - Continuing Operations Cash used for financing activities of continuing operations in 2025 was $1,750 million compared to cash used for financing activities of $1,826 million and $2,956 million in 2024 and 2023, respectively .
At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $81 million of which $32 million was recognized as a component of the loss from partial extinguishment of debt. The remaining basis adjustment is amortized to interest expense over the remaining term of the 2038 Notes.
At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $81 million of which $32 million was recognized as a component of the loss from partial extinguishment of debt recorded in "Sundry income (expense) – net" in the Consolidated Statements of Operations.
In millions December 31, 2024 December 31, 2023 Cash and cash equivalents $ 1,850 $ 2,392 Total debt $ 7,171 $ 7,800 The Company's cash and cash equivalents at December 31, 2024 and December 31, 2023 were $1.9 billion and $2.4 billion, respectively, of which $1.1 billion at December 31, 2024 and $1.3 billion at December 31, 2023 were held by subsidiaries in foreign countries, including United States territories.
In millions December 31, 2025 December 31, 2024 Cash and cash equivalents $ 715 $ 1,792 Total debt $ 3,194 $ 7,171 The Company's cash and cash equivalents at December 31, 2025 and December 31, 2024 were $0.7 billion and $1.8 billion, respectively, of which $0.6 billion at December 31, 2025 and $1.1 billion at December 31, 2024 were held by subsidiaries in foreign countries, including United States territories.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIn the ordinary course of business, the Company enters into derivative instruments to hedge its exposure to foreign currency, interest rate and commodity price risks under established procedures and controls. For additional information on these derivatives and related exposures, see Note 21 to the Consolidated Financial Statements.
Biggest changeIn the ordinary course of business, the Company enters into derivative instruments to hedge its exposure to foreign currency, interest rate and commodity price risks under established procedures and controls.
The Company has not sustained credit losses from instruments held at financial institutions. The Company's sales are not materially dependent on any single customer. As of December 31, 2024, no one individual customer balance represented more than five percent of the Company's total outstanding receivables balance.
The Company has not sustained credit losses from instruments held at financial institutions. The Company's sales are not materially dependent on any single customer. As of December 31, 2025, no one individual customer balance represented more than five percent of the Company's total outstanding receivables balance.
The following table illustrates the fair values of outstanding foreign currency contracts at December 31, 2024 and 2023, and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, 2024 and 2023. The sensitivities for foreign currency contracts are based on a 10 percent adverse change in foreign exchange rates.
The following table illustrates the fair values of outstanding foreign currency contracts at December 31, 2025 and 2024, and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, 2025 and 2024. The sensitivities for foreign currency contracts are based on a 10 percent adverse change in foreign exchange rates.
Credit risk associated with its receivables balance is representative of the geographic, industry and customer diversity associated with the Company's global product lines. The Company also maintains strong credit controls in evaluating and granting customer credit. As a result, it may require that customers provide some type of financial guarantee in certain circumstances.
Credit risk associated with its receivables balance is representative of the geographic, industry and customer diversity associated with the Company's global product lines. 58 Table of Contents The Company also maintains strong credit controls in evaluating and granting customer credit. As a result, it may require that customers provide some type of financial guarantee in certain circumstances.
Length of terms for customer credit varies by industry and region. 56 Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data required by this Item are included herein, commencing on page F-1 of this report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
Length of terms for customer credit varies by industry and region. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data required by this Item are included herein, commencing on page F-1 of this report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
The net investment hedge serves to offset the foreign currency translation risk from the Company’s foreign operations. If the U.S. dollar weakened by 10 percent, the fair value of the net investment hedge would have been approximately $88 million lower as of December 31, 2024 and approximately $101 million lower as of December 31, 2023.
The net investment hedge serves to offset the foreign currency translation risk from the Company’s foreign operations. If the U.S. dollar weakened by 10 percent, the fair value of the net investment hedge would have been approximately $100 million lower as of December 31, 2025 and approximately $88 million lower as of December 31, 2024.
If the floating rates appreciated by 10 percent, the fair value of the interest rate swaps would have been approximately $165 million lower as of December 31, 2024 and approximately $26 million lower as of December 31, 2023.
If the floating rates appreciated by 10 percent, the fair value of the interest rate swaps would have been approximately $35 million lower as of December 31, 2025 and approximately $165 million lower as of December 31, 2024.
Foreign Currency Exchange Rate Risks The Company has significant international operations resulting in a large number of currency transactions from international sales, purchases, investments and borrowings. The primary currencies for which the Company has an exchange rate exposure are the European euro ("EUR"), Chinese renminbi ("CNY"), Japanese yen ("JPY"), South Korean won ("KRW") and Canadian dollar ("CAD").
Foreign Currency Exchange Rate Risks The Company has significant international operations resulting in a large number of currency transactions from international sales, purchases, investments and borrowings. The primary currencies for which the Company has an exchange rate exposure are the European euro ("EUR"), Chinese renminbi ("CNY"), Japanese yen ("JPY"), Canadian dollar ("CAD") and Indian rupee ("INR").
Fair Value Asset/(Liability) Fair Value Sensitivity In millions 2024 2023 2024 2023 Foreign currency contracts $ — $ 3 $ (181) $ (165) The Company uses cross currency swaps, designated as a net investment hedge, to hedge portions of its net investment in its European operations.
Fair Value Asset/(Liability) Fair Value Sensitivity In millions 2025 2024 2025 2024 Foreign currency contracts $ (10) $ — $ (163) $ (181) The Company uses cross currency swaps, designated as a net investment hedge, to hedge portions of its net investment in its European operations.
Added
Following the Company’s actions in the fourth quarter to achieve its post-Electronics capital structure, the company elected to redesignate its 2022 Interest Rate Swaps to align the swap notional with the remaining 2038 Notes. For additional information on these derivatives and related exposures, see Note 21 to the Consolidated Financial Statements.