DuPont de Nemours (DD) Risk Factor Changes

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law in the United States.

The Company’s international operations expose it to fluctuations in foreign currencies relative to the U.S.

DuPont conducts business globally in about 50 countries.

The Company’s results are affected by its ability to foresee and respond to competitive conditions and customer preferences.

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 technolo…

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.

Any one or more of the above factors could significantly affect the Company’s business, results of operations, financial condition and cash flow.

DuPont has designed and implemented internal controls intended to restrict access to and unauthorized use of the Company’s confidential information and trade secrets.

Information technology system and/or network disruptions, whether caused by acts of sabotage, employee error, malfeasance or other actions, could have an adverse impact on the Company’s operations as well as the opera…

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 p…

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 negat…

DuPont’s financial results may be materially and adversely impacted by a variety of factors that have not yet been determined, including potential impairments of goodwill and other assets.

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, produc…

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…

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 impac…

Generally, corporate taxes resulting from the failure of a distribution to qualify for non-recognition treatment for U.S.

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.

At December 31, 2025, the Company has recorded an indemnification liability related to Stray Liabilities.

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 bus…

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 o…

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 DWD…

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 N&B Contribution and N&B Distribution failed to qualify for the treatment described above, DuPont would be required to generally recognize a taxable gain on the transactions and stockholders of DuPont who recei…

DuPont received an opinion of counsel and also obtained a private letter ruling from the IRS regarding certain matters impacting the U.S.

Prior to the closing of the M&M Divestitures, DuPont engaged in certain internal reorganization activities to separate into and to separately align the legal entities holding the M&M Business and the Delrin® business…

Generally, corporate taxes resulting from the failure of the Qnity Distribution to qualify for tax-free treatment for U.S.

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 certa…

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.

Risks Relating to the Qnity Distribution, M&M Divestitures, N&B Transaction, the DWDP Distributions and the Aramids Divestiture

research and development activities.

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…

Risks related to trade disputes, regulations and policies could adversely impact DuPont’s results of operations.

•GDP growth rate, especially in the U.S.

•fluctuations in foreign exchange rates

The demand for product offerings that align with sustainability goals is expected to continue to increase.

DuPont has designed and implemented internal controls intended to restrict access to and unauthorized use of the Company’s confidential information and trade secrets.

products with certain suppliers, as well as meet additional regulatory and compliance requirements and could result in higher cost and expenses.

The Company’s manufacturing processes and operations depend on the continued availability of energy and raw materials, the costs of which are subject to worldwide supply and demand as well as other factors beyond the…

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 o…

DuPont’s primary sources of liquidity to finance operations, including stock repurchases and dividends on its common stock, is cash generated by its businesses and access to the debt capital markets.

•although the Company expects to maintain investment grade ratings, resulting in downgrades of the Company’s credit ratings leading to increased borrowing costs to the Company.

•increasing the borrowing costs associated with the re-allocation or taking on of new debt; and

•exposing the Company to interest rate risk at the time of refinancing outstanding debt or on the portion of the Company’s debt obligations that are issued at variable rates;

•requiring the Company to dedicate significant cash flow to the Company’s debt, including, without limitation, the payment of principal and interest, payment of costs associated with the refinance, repayment, redempti…

The Intended Electronics Separation may have the effect of, among other things:

The Intended Electronics Separation may adversely impact DuPont’s ability to access the capital markets and its cost of capital.

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…

•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.

•tax costs or inefficiencies associated with the Intended Electronics Separation; and

•impact on relationships with employees, suppliers, customers, distributors, licensors and other stakeholders;

•unanticipated issues in creating information technology, communications programs, financial procedures and operations, and other systems, procedures and policies;

•the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the Intended Electronics Separation;

•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;

•costs or inefficiencies associated with dis-synergies, including due to increased borrowing costs;

•difficulties in standing the FutureCos and completing the Intended Electronics Separation in an efficient and effective manner to achieve business opportunities and growth prospects;

•unanticipated developments or changes, including changes in law, macroeconomic environment, market conditions or political or regulatory conditions, including as a result of executive orders;

•delays, both generally and as a result of failure to satisfy all of the required conditions to the Intended Electronics Separation;

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 ris…

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…

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 Sepa…

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 related to the Intended Electronics Separation

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States.

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, in…

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 Co…

Ultimately, changes in, and responses to, U.S.

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 u…

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…

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…

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 e…

disruptions.

DuPont’s operations require the continued availability of energy and raw materials and rely on third-party suppliers, contract manufacturers and service providers.

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.

The timing and outcome of the Aramids Divestiture is subject to risk and uncertainties.

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.

However, there can be no assurance that Qnity would have adequate resources to satisfy its obligations in full when due under the Core Electronics Agreements or Legacy Liabilities Assignment Agreement.

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”) prov…

Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Qnity pursuant to the Core Electronics Agreements and such third parties could seek damages, other monetary penalties (w…

Pursuant to the Electronics Separation and Distribution Agreement, the Employee Matters Agreement, effective as of November 1, 2025, between DuPont and Qnity, and the Electronics Tax Matters Agreement (collectively, t…

In connection with the Qnity Distribution, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Qnity.

and Dow and/or Corteva, as applicable, may not be able to fully satisfy their indemnification obligations.

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 t…

letter ruling were based, among other things, on various factual assumptions DuPont authorized and representations DuPont made to the IRS.