10-K 0001666700-26-000013 (2026-02-17) vs 10-K 0001666700-25-000005 (2025-02-14)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 9,644 |
24.8% |
| MD&A | Item 7 | 16,118 |
40.4% |
| Legal Proceedings | Item 3 | 214 |
68.4% |
| Accounting Policies | 10-K text, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4,513 |
13.3% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 204 words changed in this paragraph; it is 48% similar to last year's version.
In the third fourth quarter 2023, DuPont entered into accelerated of 2025, the Company’s Board of Directors approved a new share repurchase agreements with three financial counterparties authorization of up to repurchase an aggregate of $2.0 $2 billion of common stock (the "$2B “$2B Authorization”). Under the $2B Authorization, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including accelerated share repurchase (“ASR”) transactions. The $2B Authorization will terminate once the authorized amount of shares have been repurchased and retired or when terminated by the Board of Directors. In the fourth quarter of 2025, DuPont entered into an ASR agreement with one counterparty for repurchase of about $500 million of common stock ("Q4 2025 ASR Transaction"). DuPont paid an aggregate of $2.0 billion $500 million to the counterparties and counterparty, whereby the counterparty is required to deliver a variable number of shares to the Company. DuPont received initial deliveries of 21.2 10.2 million shares in aggregate of DuPont common stock, stock at a price per share of $39.15, which were retired immediately and recorded as a reduction an increase to retained earnings accumulated deficit of $1.6 billion. The accelerated repurchase agreements under $400 million. In January 2026, the $2B Q4 2025 ASR Transaction were settled during the first quarter of 2024. was completed. The settlement resulted in the delivery of 6.7 approximately 2 million additional shares of DuPont common stock, which were retired immediately and will be recorded as a reduction of retained earnings an increase to accumulated deficit in the first quarter of 2024. 2026. In total, the Company repurchased 27.9 12.2 million shares at an average price of $71.67 $40.89 per share under the $2B Q4 2025 ASR Transaction. The completion of the $2B ASR Transaction completes the $5B Share Buyback Program.
Source: Item 7, 10-K 0001666700-26-000013 vs Item 7, 10-K 0001666700-25-000005
Accounting Policies 162 words changed in this paragraph; it is 45% similar to last year's version.
The Company has entered into a fixed-to-floating interest rate swap agreement agreements to hedge changes in the fair value of the Company’s long-term debt due to interest rate movements. Under Derivate instruments are recognized in the terms of the agreement, Consolidated Balance Sheets at fair value. When designated and qualifying under ASC 815, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount. The interest rate swaps are designated and carried as fair value hedges. Fair value applies hedge accounting has been applied and thus, where changes in the fair value of these the interest swaps and changes in the fair value of the related hedged portion of long-term debt will be presented and will net to zero in Sundry income (expense) - net "Interest expense" in the Consolidated Statements of Operations. When a hedging relationship is dedesignated or no longer qualifies for hedge accounting, the Company continues to measure the interest rate swaps at fair value with subsequent changes in fair value of the swaps and any gains or losses from net interest settlements associated with the dedesignated swaps, are recognized directly in earnings in “Sundry income (expense) - net” in the Consolidated Statements of Operations. Cash payments or receipts associated with interest rate swaps are classified as (operating activities) in the Consolidated Statements of Cash Flows.
Source: 10-K text, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001666700-26-000013 vs 10-K text, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001666700-25-000005
Risk Factors 145 words changed in this paragraph; it is 49% similar to last year's version.
The demand for product offerings that align with sustainability goals is expected to continue to increase. Customers are seeking products that are made using environmentally sound practices and materials, and which adhere to ethical and human rights standards. Demand for product offerings that are less carbon-intensive customers, end users, or customers other stakeholders across the healthcare, water, construction, and industrial markets, determine support their respective sustainability goals (in areas such as Substances of Concern, Circular Economy, Waste, Water, nature/biodiversity, Responsible Procurement, Human Rights) 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 in response to risks created by climate change. actions. Failure to timely react to these trends and manage the Company’s product portfolio and innovation activities responsively could decrease the competitiveness of the Company’s products and result in the de-selection of the Company as a partner of choice. In addition, the failure to set goals, take actions, make progress and report against, commensurate with relevant market competitors, the Company’s sustainability strategy, could harm the Company’s reputation, and its ability to compete and to attract top talent, and could result in increased investor activism and the deselection of the Company as a partner or supplier of choice.
Source: Item 1A, 10-K 0001666700-26-000013 vs Item 1A, 10-K 0001666700-25-000005
Legal Proceedings New paragraph this year (73 words), with no similar paragraph last year.
On March 25, 2025, Region 3 of EPA issued a Notice to Show Cause letter to the Company's Spruance facility in Richmond, Virginia. 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.
Source: Item 3, 10-K 0001666700-26-000013 vs Item 3, 10-K 0001666700-25-000005
Every change, by type
Sentences and paragraphs of DD's Risk Factors and MD&A, 10-K 2026-02-17 against 10-K 2025-02-14.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
In addition, the Electronics Separation and Distribution Agreement and that certain assignment agreement, effective as of November 1, 2025, between DuPont and Qnity (the “Legacy Liabilities Assignment Agreement”) provide that, among other things, each of DuPont and Qnity are responsible for their respective Applicable Percentage of certain legacy and other liabilities (including Legacy Liabilities (as defined in the Corteva Letter Agreement), funding obligations of DuPont under the MOU, legacy PFAS liabilities and liabilities related to businesses and operations of DuPont that were previously discontinued or divested).
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
The timing and outcome of the Aramids Divestiture is subject to risk and uncertainties.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
The Aramids Divestiture is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals. Factors that could affect DuPont’s ability to realize the anticipated benefits from the Aramids Divesture include, but are not limited to: (i) the parties’ ability to meet expectations regarding the timing, completion (if at all), accounting and tax treatment of the proposed transaction, including (x) any failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed transaction, (y) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies that could impact the value, timing or pursuit of the proposed transaction, and (z) risks and costs and pursuit and/or implementation, timing and impacts to business operations of the separation of business lines in scope for the proposed transaction; and (ii) the impact of the Aramids Equity Consideration on DuPont’s results of operations.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
DuPont’s operations require the continued availability of energy and raw materials and rely on third-party suppliers, contract manufacturers and service providers. The Company’s supply chains are complex and extend across multiple countries in all regions of the world, and, therefore, are subject to global economic and geopolitical dynamics and risks.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
Risks related to recent trade disputes, responsive actions, investigations by foreign governments, regulations and policies could have an adverse impact on our operations and reduce the competitiveness or availability of our products relative to local and global competitors.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
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. The extent, duration or escalation in specific trade tensions, such as between the U.S. and China, or in the global trade conflict more broadly, could be harmful to global economic growth, increase market uncertainty and volatility and adversely impact the Company’s business in or with China or other countries. The resulting impact on general economic conditions and on DuPont’s business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and DuPont’s ability to change its supply chains or otherwise execute its sourcing model to offset the effects of the tariffs and other trade barriers.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
In addition, the Company is subject to export control and economic sanctions laws and regulations that restrict the delivery of some products and services to certain countries (and nationals thereof), to certain end users, and for certain end uses. These restrictions have and may in the future prohibit the transfer of certain of DuPont’s products, services and technologies, and have and may in the future require us to obtain a license from the U.S. government before delivering the controlled item or service. Obtaining export licenses may be difficult, costly and time-consuming, and DuPont may fail to receive licenses it applies for on a timely basis or at all. The Company must also comply with export control and economic sanctions laws and regulations imposed by other countries. DuPont’s export and trade control compliance program may be ineffective or circumvented, exposing us to legal liabilities. Compliance with these laws could significantly limit the Company’s sales in the future.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
Ultimately, changes in, and responses to, U.S. trade controls have the potential to reduce the competitiveness of DuPont products and cause sales to decline, which could have a material adverse effect on the Company’s business, financial condition and results of operations. Such risks may be especially exacerbated as they relate to China and Hong Kong, a market that represented approximately 10 percent of the Company’s consolidated net sales for the year ended December 31, 2025.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
On April 4, 2025, the Company announced that it was aware of a report that the State Administration for Market Regulation of the People’s Republic of China (“SAMR”) initiated an investigation in connection with the Company’s Tyvek® business. SAMR has suspended the antitrust investigation process. DuPont Tyvek® sales to China in full year 2025 were approximately 1 percent of DuPont’s 2025 consolidated net sales.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States. The OBBBA modifies international corporate income tax law by, among other things, changing the tax rates for certain Global Intangible Low-Taxed Income (now known as Net CFC Tested Income) and Foreign-Derived Intangible Income (now known as Foreign Derived Deduction Eligible Income), modifying the allocation of expenses in calculating foreign tax credits, as well as changing foreign tax credit limitations. The OBBA introduced complex changes and it is possible that future clarifications of the provisions could create additional complexities and challenges. However, the Company believes that the overall impact of the OBBBA will not be material to its ongoing effective tax rate.
Read it in 10-K 2026-02-17 at sec.gov ↗
RemovedRisk Factors
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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
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. 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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
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. These include, but are not limited to:
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
•delays, both generally and as a result of failure to satisfy all of the required conditions to the Intended Electronics Separation;
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
•unanticipated developments or changes, including changes in law, macroeconomic environment, market conditions or political or regulatory conditions, including as a result of executive orders;
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
•difficulties in standing the FutureCos and completing the Intended Electronics Separation in an efficient and effective manner to achieve business opportunities and growth prospects;
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
•costs or inefficiencies associated with dis-synergies, including due to increased borrowing costs;
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
•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;
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
•the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the Intended Electronics Separation;
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
•unanticipated issues in creating information technology, communications programs, financial procedures and operations, and other systems, procedures and policies;
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
•impact on relationships with employees, suppliers, customers, distributors, licensors and other stakeholders;
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedRisk Factors
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) (“OECD”) including the OECD's OECD’s Global Anti-Base Erosion ("GloBE") (“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.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Demand for product offerings that are less carbon-intensive customers, end users, or customers other stakeholders across the healthcare, water, construction, and industrial markets, determine support their respective sustainability goals (in areas such as Substances of Concern, Circular Economy, Waste, Water, nature/biodiversity, Responsible Procurement, Human Rights) 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 in response to risks created by climate change. actions.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine that a distribution 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 a distribution the Corteva Distribution or the Dow 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.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Estimating indemnified costs of environmental remediation and compliance activities is particularly difficult since such activities 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 presence number of, and financial viability of of, other potentially responsible parties. PRPs.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Under a tax matters agreement expected to be entered into the Tax Matters Agreement, effective as of November 1, 2025, between DuPont and the Electronics FutureCo, Qnity (the “Electronics Tax Matters Agreement”), the responsibility for such taxes may be allocated between the FutureCos DuPont and Qnity under certain circumstances and each FutureCo of DuPont and Qnity may be obligated to indemnify the other against any such taxes imposed on it.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Pursuant to the DWDP Electronics Separation and Distribution Agreement, the DWDP Employee Matters Agreement, effective as of November 1, 2025, between DuPont and Qnity, and the DWDP Electronics Tax Matters Agreement (collectively, the “Core Agreements”) with Dow and Corteva, as well as the Letter Agreement between DuPont and Corteva, Electronics Agreements”), DuPont has agreed to assume, and indemnify Dow and Corteva Qnity for, certain liabilities.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Supply chain and operational disruptions, plant and/or power outages, labor shortages and/or strikes, geo-political activity, weather events and natural disasters, including hurricanes manmade disasters, perceived or flooding that impact coastal regions, and actual global health risks or pandemics pandemics, governmental, legislative or regulatory actions, or other business continuity events, could seriously harm adversely affect the Company’s Company's operations as well as the operations of the Company’s its customers and suppliers.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
It is expected that DuPont will receive a tax received an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, its tax counsel, of counsel as a condition to the distribution, Qnity Distribution, in form and substance acceptable to DuPont, substantially to the effect that, among other things, such distribution 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,” “Code”, and such opinion, the “Tax Opinion”).
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Pursuant to the DWDP Separation and Distribution Agreement, the DWDP Employee Matters Agreement, effective as of April 1, 2019, among DuPont, Dow and Corteva, and the DWDP Tax Matters Agreement (collectively, the “Core Agreements”) with Dow and Corteva, DWDP Agreements”), as well as the Letter Agreement Agreement, effective as of June 1, 2019, between DuPont and Corteva, Corteva (the “Letter Agreement”), DuPont has agreed to assume, and indemnify Dow and Corteva for, certain liabilities.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
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 Qnity pursuant to the distributions, Core Electronics Agreements and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other remedies.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
With Asia Pacific as the Company’s largest region by revenue and China as the largest country within the Asia Pacific region and second largest globally by revenue, DuPont expects the percentage of the Company’s net sales derived from international operations to continue to be significant.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
However, if a distribution 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 distributions, 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 distribution of Dow, 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 distribution of Corteva. Corteva Distribution.
Read it in 10-K 2026-02-17 at sec.gov ↗
Quiet changesRisk Factors
Demand for the Company’s products, which impacts revenue and profit margins, will be is affected by (i) the development and timing of the introduction of competitive products;
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
On November 1, 2025, the Company completed the separation of its semiconductor and interconnect solutions businesses, (the "Electronics Business" and the separation of the Electronics Business, the “Electronics Separation”) into an independent public company, Qnity Electronics, Inc. (“Qnity”), by way of the distribution to DuPont's stockholders of record as of October 22, 2025, of all the issued and outstanding common stock of Qnity on November 1, 2025 (the “Qnity Distribution”). As a result, the financial results of the divested Electronics Business are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
On August 29, 2025, DuPont announced a definitive agreement to sell the Aramids business (the “Aramids Divestiture”) to Arclin, a portfolio company of an affiliate of TJC LP, (“TJC”), in return for pre-tax cash proceeds of approximately $1.2 billion, subject to customary transaction adjustments, a note receivable in the principal amount of $300 million and a non-controlling common equity interest (the "Aramids Equity Consideration"), valued at $325 million in the future Arclin holding company that will hold the Arclin global materials business and the Aramids business being divested. The transaction is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals. As a result, the financial results of the Aramids business being divested are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
Effective in the first quarter of 2025, in preparation for the Electronics Separation, the Company realigned its management and reporting structure. This realignment resulted in a change in reportable segments in the first quarter of 2025 which changed the manner in which the Company reported financial results by segment, (the "Q1 2025 Segment Realignment"). As a result, starting in the first quarter of 2025 and until the Electronics Separation, the businesses separated as part of the Electronics Separation were reported separately from the Industrials businesses of DuPont.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
Effective in the fourth quarter of 2025, following the Electronics Separation, the Company realigned its management and reporting structure. 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. The results of operations discussion included in Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as the segment information in the Consolidated Financial Statements, are reflective of the impact of the Q4 2025 Segment Realignment and reflect the two segment reporting structure for all periods presented.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
The M&M Divestitures, Aramids Divestiture, and Electronics Separation represent strategic shifts with related major impacts on DuPont's operations and results and are reported as discontinued operations.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
In connection with the Qnity Distribution, DuPont has entered into certain agreements that provide for the allocation of DuPont’s assets, employees, liabilities and obligations among DuPont and Qnity, and provides a framework for DuPont’s relationship with Qnity following the Distributions. In connection with the Electronics Separation, effective November 1, 2025, DuPont and/or certain of its affiliates entered into certain agreements with Qnity and/or certain of its affiliates, including each of the following:
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Separation and Distribution Agreement - entered into a Separation and Distribution Agreement (the "Electronics Separation and Distribution Agreement") that sets forth, among other things, the agreements between the Company and Qnity regarding the principal transactions necessary to effect the Qnity Distribution. It also sets forth other agreements that govern certain aspects of the Company’s and Qnity’s ongoing relationship after the completion of the Qnity Distribution.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Tax Matters Agreement - entered into a Tax Matters Agreement with Qnity (the “Electronics Tax Matters Agreement”). The Electronics Tax Matters Agreement governs the Company’s and Qnity’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Employee Matters Agreement - entered into an Employee Matters Agreement with Qnity (the “Employee Matters Agreement”). The Employee Matters Agreement identifies employees and employee-related liabilities (and attributable assets) contractually allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Company and Qnity as part of the Distribution and describes when and how the relevant transfers and assignments occur or will occur.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Intellectual Property Cross-License Agreement - entered into an Intellectual Property Cross-License Agreement with Qnity, effective as of November 1, 2025 (the “IP Cross-License Agreement”). The IP Cross-License Agreement sets forth the terms and conditions pursuant to which the Company and Qnity may use, following the Distribution, certain patents, know-how (including trade secrets), copyrights and software contractually allocated to the other party under the Electronics Separation and Distribution Agreement in the conduct of their respective businesses and natural evolutions thereof. The Company also licenses to Qnity certain engineering, safety, health and environmental standards that are contractually allocated to the Company under the Electronics Separation and Distribution Agreement and used by Qnity’s businesses as of the Distribution.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Transition Services Agreement - entered into Transition Services Agreements with Qnity (the “Transition Services Agreements”). Pursuant to the Transition Services Agreements, the Company is providing certain transitional services to Qnity and Qnity is providing certain transitional services to the Company. The companies will reimburse each other for services provided.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Legacy Liabilities Assignment Agreement - The Company entered into an assignment agreement with Qnity, effective as of November 1, 2025 (the “Legacy Liabilities Assignment Agreement”). Pursuant to the Legacy Liabilities Assignment Agreement, the Applicable Percentage (as defined in the Electronics Separation and Distribution Agreement) of any Legacy Liabilities (as defined in that certain Letter Agreement, dated as of June 1, 2019, by and between the Company (f/k/a DowDuPont Inc.) and Corteva, Inc. (the “Letter Agreement”) and any funding obligations of the Company under that certain Memorandum of Understanding, dated as of January 22, 2021, by and among the Company, Corteva, Inc., E. I. du Pont de Nemours and Company and The Chemours Company (the "MOU"), including with respect to the funding of the escrow account thereunder, will be contractually allocated to Qnity (and for which Qnity will indemnify the Company). For more information on the Letter Agreement and the MOU, see the discussion in Note 16 to the Consolidated Financial Statements.
Read it in 10-K 2026-02-17 at sec.gov ↗
RemovedMD&A
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”). 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 tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, previously reported within the historic Mobility & Materials segment, (the "Retained Businesses") were not included in the scope of the M&M Divestitures. The Retained Businesses are included in Corporate & Other.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
On November 1, 2022, the Company announced the termination of the previously announced agreement to acquire the outstanding shares of Rogers Corporation (“Rogers”) as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers Corporation Acquisition").
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
In May 2022, the Company completed the sale of its Biomaterials business unit, which included the Company's equity method investment in DuPont Tate & Lyle Bio Products, to the Huafon Group. Total consideration received related to the sale was approximately $240 million. In May 2022, a pre-tax gain of $26 million ($21 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations. The results of operations of the Biomaterials business unit are reported in Corporate & Other for 2022.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
The Company completed its share buyback programs that were open in 2022 and 2023.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
In the first half of 2024, the Company entered and completed a $500 million ASR transaction under the $1B Share Buyback Program. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction. 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. See the discussion under Liquidity and Capital Resources starting on page 47 for more information.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
1. Corporate & Other includes activities of the Retained Businesses and certain divested businesses including Biomaterials, Clean Technologies and Solamet®.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
The revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the historical periods. Certain expenses, including separation costs, of the M&M Businesses are classified as discontinued operations in the current period. In addition, the Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines within the historical Mobility & Materials segment (the "Retained Businesses") are not included in the scope of the M&M Divestitures and are included in Corporate & Other.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Effective as of January 1, 2024, Electronics & Industrial realigned certain product lines that comprise its business units (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies) that are intended to optimize business operations across the segment leading to enhanced value for customers and cost savings. The net trade revenue table, within Note 5 to the Consolidated Financial Statements, has been recast for all periods presented to reflect the new structure. The realignment did not result in changes to total Electronics & Industrial segment net sales.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
The Electronics & Industrial segment is a leading provider of materials and solutions for the fabrication and packaging of semiconductors and integrated circuits and provides innovative solutions for thermal management and electromagnetic shielding as well as metallization processes for metal finishing, decorative, and industrial applications. The segment is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics devices including mobile phones, computers, tablets, television monitors and other electronics applications used in a variety of industries. Electronics & Industrial is a leading provider of platemaking systems and photopolymer plates for the packaging graphics industry, digital printing inks and cutting-edge materials for the manufacturing of displays for organic light emitting diode ("OLED"). In addition, the segment produces innovative engineering polymer solutions, high performance parts, flexible packaging products, plastic and silicone extrusions, medical silicones, specialty lubricants and critical polymer-based components and devices for medical and other industrial markets.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
The Water & Protection segment is a leading provider of engineered products and integrated systems for a number of industries including worker safety, water purification and separation, aerospace, energy, medical packaging and building materials. The segment satisfies the growing global needs of businesses, governments, and consumers for solutions that make life safer, healthier, and better. By uniting market-driven science with the strength of highly regarded brands, the segment strives to bring new products and solutions to solve customers' needs faster, better and more cost effectively.
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedMD&A
The decrease in cash and cash equivalents at December 31, 2024 2025 compared to December 31, 2023 2024 was due to cash balance transferred to Qnity at separation, cash used in the current year to fund the Q1 2024 $500 million ASR Transaction, entered in the Donatelle Acquisition, partial redemption of 2038 Notes fourth quarter 2025, transaction costs related to the Electronics Separation, fees paid on the transactions discussed below under Debt Exchange, Consent Solicitation and Tender Offer, the Sinochem Acquisition and general corporate purposes.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
(In millions) Balance at December 31, 2022 $ 90 Remediation payments 1 (5) Net increase in remediation accrual 1 10 Net change, indemnification 2 53 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
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
As such, changes in Gains and losses related to interest rate swaps not designated as hedges, including the fair value and gain or loss from net interest settlement non‑designated periods of the 2022 Swaps after the date of dedesignation and changes in the fair value of the 2024 Swaps since inception have been Swaps, were recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Operating activities $560 $ 2,321 $ 2,191 $ 1,249 765 $845 Investing activities $(374) $ (849) $ 172 $ 9,004 (562) $481 Financing activities $(1,750) $ (1,847) $ (2,989) $ (7,646) (1,826) $(2,956) Cash used for provided by discontinued operations $421 $ (474) $ (306) $ (763) 774 $698 Effect of exchange rate changes on cash, cash equivalents and restricted cash $11 $ (62) $ (37) $ (148) $(36)
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
For the years year ended December 31, 2024 2024, DuPont recorded a pre-tax benefit related to the 2022 Restructuring Program in the amount of $2 million and for the year ended December 31, 2023, DuPont recorded a pre-tax charge related to the 2023-2024 2022 Restructuring Program in the amount of $89 million and $110 million, respectively. $10 million.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Healthcare & Water & Protection Technologies net sales were $5,423 $2,976 million for the year ended December 31, 2024, down 4 up 2% percent from $5,633 $2,919 million for the year ended December 31, 2023 due to a 2 percent decline in volume, and 1 percent declines related to local price and product mix and unfavorable currency impacts. 2023.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Electronics & Industrial Diversified Industrials net sales were $5,930 $3,743 million for the year ended December 31, 2024, up 11 1 percent from $5,337 $3,695 million for the year ended December 31, 2023. 2023 due to a 1 percent increase in volume and a 1 percent increase in portfolio actions, partially offset by a 1 percent unfavorable currency impact.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
The change in cash used for investing activities in 2024 versus the cash provided by investing activities in 2023 is primarily attributable to the absence of proceeds received from sales and maturity of investments and absence of proceeds from sales of property and business the Delrin® Divestiture partially offset by the impact of the change less cash used for acquisitions in cash paid for acquisition in each year. 2024.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
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. restructuring, partially offset by the non-tax-deductible goodwill impairment charge of $140 million in the fourth quarter of 2023.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
DuPont paid an aggregate of $2.0 billion to the counterparties and received initial deliveries of 21.2 10.2 million shares in aggregate of DuPont common stock, stock at a price per share of $39.15, which were retired immediately and recorded as a reduction an increase to retained earnings accumulated deficit of $1.6 billion. $400 million.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
DuPont paid an aggregate of $2.0 billion to the counterparties and received initial deliveries of 21.2 10.2 million shares in aggregate of DuPont common stock, stock at a price per share of $39.15, which were retired immediately and recorded as a reduction an increase to retained earnings accumulated deficit of $1.6 billion. $400 million.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
The Company reported net sales for the year ended December 31, 2024 of $12.4 $6.7 billion, up 3 2 percent from $12.1 $6.6 billion for the year ended December 31, 2023, due to a 2 percent increase in volume and a 3 4 percent increase in portfolio partially offset by 1 a 2 percent decreases due to local price and product mix as well as currency. decrease in volume.
Read it in 10-K 2026-02-17 at sec.gov ↗
Quiet changesMD&A
Actions related to the 2022 Restructuring Program are substantially complete.
Read it in 10-K 2026-02-17 at sec.gov ↗
