What the changes say
- Corporate restructuring, tax liabilities from past spin-offs, and global trade tensions dominate the risk profile.
- International sales dropped from 67 percent to 53 percent of net sales.
- Share repurchase authorizations now carry stock price risk if not fulfilled.
What changed since the prior 10-K
New
- New
Risks Relating to the Qnity Distribution, M&M Divestitures, N&B Transaction, the DWDP Distributions and the Aramids Divestiture
DuPont faces risks relating to the Qnity Distribution, M&M Divestitures, N&B Transaction, DWDP Distributions, and the Aramids Divestiture.
- New
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
Inaccurate factual assumptions or representations made to the IRS could invalidate the private letter ruling, causing DuPont to incur significant taxable gains and tax liabilities for the N&B transaction.
- New
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
The IRS could disagree with DWDP tax opinions, and DuPont could be forced to share tax liabilities with Dow and Corteva based on relative equity values.
- New
The timing and outcome of the Aramids Divestiture is subject to risk and uncertainties
The Aramids Divestiture is expected to close around the end of the first quarter of 2026, and its timing, regulatory approvals, and anticipated benefits remain uncertain.
- NewRisks Relating to DuPont’s Business and Results of Operations
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
Failure to fulfill the $2 billion share repurchase authorization after announcement, including a $500 million ASR transaction entered in November 2025, could negatively impact DuPont's reputation and stock price.
- NewRisks Related to Regulatory Changes and Compliance
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
Trade disputes, tariffs, and protectionist policies, particularly between the U.S. and China, could restrict DuPont's product availability, supply chains, and sales.
Dropped
- DroppedRisks 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
Risks of being unable to achieve expected benefits from the Intended Electronics Separation.
- DroppedRisks related to the Intended Electronics Separation
The Intended Electronics Separation may adversely impact DuPont’s ability to access the capital markets and its cost of capital
Impact of the Intended Electronics Separation on DuPont's capital access and cost of capital.
- DroppedRisks related to trade disputes, regulations and policies could adversely impact DuPont’s results of operations
The Company’s business, results of operations and reputation could be adversely affected by industry-specific risks including process safety and product stewardship/regulatory compliance issues
Reworded
- 70% rewrittenRisks 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
Expanded to include specific mentions of third-party suppliers, contract manufacturers, labor shortages, strikes, and geopolitical activity disrupting supply chains.
Was: 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
- 58% rewritten
The separation and combination of DuPont’s Nutrition & Biosciences business with IFF could result in a significant tax liability to DuPont
Updated references from N&B separation mechanics to past tense and ongoing tax opinions.
- 54% rewritten
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
Updated references regarding DWDP Distributions tax opinions from specific counsel Skadden to generic opinion of counsel.
Was: 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
- 45% rewritten
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
Clarified internal reorganization risks regarding M&M Divestitures and Delrin divestiture to TJC.
- 42% rewritten
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
Updated Qnity Distribution tax opinion references from expected Skadden opinion to received opinion of counsel.
Was: 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
- 40% rewrittenRisks Relating to DuPont’s Business and Results of Operations
The Company’s results are affected by its ability to foresee and respond to competitive conditions and customer preferences
Updated customer preference and competitive condition factors affecting revenue and profit margins.
Was: The Company’s results will be affected by competitive conditions and customer preferences
- 35% rewritten
DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the DWDP Distributions
Added explicit mention of the Tax Matters Agreement entered into by DuPont, Dow, and Corteva.
Was: DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the separations and DWDP Distributions
- 35% rewrittenRisks Relating to Capital Resources and Liquidity
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
Updated international sales percentage from approximately 67 percent in 2024 to approximately 53 percent in 2025, and added specific currency exposures.
- 25% rewrittenRisks Related to Regulatory Changes and Compliance
Changes in the global and local tax regulatory environments in, and the distribution of income among, the various jurisdictions in which the Company operates, could adversely impact DuPont’s results of operations
- 21% rewrittenRisks Relating to DuPont’s Business and Results of Operations
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
All 26 risk factors
Headings as the filing states them, in filing order.
Other
- 01Risks Relating to the Qnity Distribution, M&M Divestitures, N&B Transaction, the DWDP Distributions and the Aramids DivestitureNew
- 02If 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 liability42% rewritten
- 03DuPont 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 treatment45% rewritten
- 04The separation and combination of DuPont’s Nutrition & Biosciences business with IFF could result in a significant tax liability to DuPont58% rewritten
- 05letter 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 affectedNew
- 06DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the DWDP Distributions35% rewritten
- 07If 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 liability54% rewritten
- 08other reasons, including if the IRS were to disagree with the conclusions in the DWDP Tax Opinions that are not covered by the IRS RulingNew
- 09The timing and outcome of the Aramids Divestiture is subject to risk and uncertaintiesNew
Risks Relating to DuPont’s Business and Results of Operations
- 10Supply 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 liquidity70% rewritten
- 11DuPont 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 priceNew
- 12The 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
- 13Enforcing the Company’s intellectual property rights, or defending against intellectual property claims asserted by others, could adversely affect the Company’s business, results of operations, financial condition and cash flows
- 14An impairment of goodwill or intangible assets could negatively impact the Company’s financial results
- 15Failure to effectively manage acquisitions, divestitures, alliances and other portfolio actions could adversely impact the Company’s business, results of operations, financial condition and cash flows
- 16Failure 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 flows21% rewritten
- 17The Company’s results are affected by its ability to foresee and respond to competitive conditions and customer preferences40% rewritten
- 18The Company invests resources in technology and its operational assets to satisfy anticipated demand. There is no guarantee that demand will support the Company’s new investments
- 19Attracting, developing, and retaining talented employees is essential to the Company’s successful delivery of products and services, ability to innovate, including developing new products and technologies, and ability to identify trends and develop new markets
Risks Relating to Capital Resources and Liquidity
- 20Changes 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 credit ratings are important to the Company’s cost of capital
- 21A 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 risks35% rewritten
- 22DuPont has a balance sheet hedging program and actively looks for opportunities in managing currency exposures related to earnings. However, foreign exchange hedging activities bear a financial cost and may not always be available to it or be successful in completely mitigating such exposures
Risks Related to Regulatory Changes and Compliance
- 23Risks 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 competitorsNew
- 24DuPont is subject to risks which include, but are not limited to, product safety or quality; shifting consumer preferences and public perception; federal, state, and local regulations on manufacturing or labeling; packaging, environmental, health and safety regulations; and customer product liability claims
- 25Changes in the global and local tax regulatory environments in, and the distribution of income among, the various jurisdictions in which the Company operates, could adversely impact DuPont’s results of operations25% rewritten
- 26The Company’s business, results of operations and reputation could be harmed by improper conduct by its employees, agents or business partners
Other DuPont de Nemours 10-Ks
- FY2024 10-K risk factors23 risks
Risk section is dominated by complex historical corporate separations, tax liabilities from divestitures, and global operational dependencies.
Filed Feb 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.