--- ticker: CTVA company: CTVA filing_type: 10-K year_current: 2024 year_prior: 2023 risks_added: 0 risks_removed: 1 risks_modified: 2 risks_unchanged: 25 source: SEC EDGAR url: https://riskdiff.com/ctva/2024-vs-2023/ markdown_url: https://riskdiff.com/ctva/2024-vs-2023/index.md generated: 2026-06-01 --- # CTVA: 10-K Risk Factor Changes 2024 vs 2023 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 0 | | Risks removed | 1 | | Risks modified | 2 | | Unchanged | 25 | --- ## No Match in Current: If the Corteva Distribution or Merger, 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 and stockholders receiving Corteva common stock in the Corteva Distribution could be subject to significant tax and indemnification liability. *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* DowDuPont received an IRS Tax Ruling and tax opinion that, among other things, the Corteva Distribution and certain related transactions will qualify as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code (the "Code). The IRS Ruling and tax opinion relied on certain facts, assumptions, and undertakings, and certain representations from DowDuPont and Corteva, regarding the past and future conduct of both respective businesses and other matters. Despite the tax opinion and the IRS Ruling, the IRS could determine on audit that the Distribution or certain related transactions should be treated as a taxable transaction 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. If the Distributions fail to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to the overall structure of the Merger and the Distributions, then under the Tax Matters Agreement, the company and DuPont would share any liabilities of DuPont in accordance with its relative equity values on the first full trading day following the Corteva Distribution. Furthermore, under the terms of the Tax Matters Agreement, the company also generally will be responsible for any taxes imposed on DuPont or Dow that arise from the failure of the Corteva 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 its, or its affiliates', stock, assets or business, or any breach of its representations made in any representation letter provided to its counsel in connection with the tax opinion. DuPont and Dow will be separately responsible for any taxes imposed on Corteva that arise from the failure of the Corteva 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 company's or its affiliates' stock, assets or business, or any breach of such company's representations made in connection with the IRS Ruling or in the representation letter provided to counsel in connection with the tax opinion. Events triggering an indemnification obligation under the tax matters agreement include events occurring after the Corteva Distribution that cause DuPont to recognize a gain under Section 355(e) of the Code, if, as a result of the Merger or other transactions considered part of a plan with the Distributions, there is a 50 percent or greater change of ownership in DuPont or Corteva. In connection with the Merger, DowDuPont received a private letter ruling from the IRS and tax opinion regarding the proper time, manner and methodology for measuring common ownership in the stock of DowDuPont, Historical DuPont and Historical Dow for purposes of determining whether there has been a 50 percent or greater change of ownership under Section 355(e) of the Code as a result of the Merger. Notwithstanding the conclusions of the IRS Ruling and the tax opinion that there was not a 50 percent or greater change of ownership in DowDuPont, Historical DuPont or Historical Dow for purposes of Section 355(e) as a result of the Merger, the IRS could determine that the Distributions or a related transaction should nevertheless be treated as a taxable transaction to DuPont if it determines that any of the facts, assumptions, representations or undertakings of DowDuPont is not correct or that the Distributions should be taxable for other reasons. If DuPont is required to recognize corporate level tax on either of the Distributions and certain related transactions under Section 355(e) of the Code, then under the Tax Matters Agreement, the company may be required to indemnify DuPont and/or Dow for all or a portion of 23 23 23 Table Of ContentsPart IITEM 1A. RISK FACTORS, continued Table Of Contents Part I ITEM 1A. RISK FACTORS, continued such taxes, which could be a material amount, if such taxes were the result of either direct or indirect transfers of Corteva common stock or certain reasons relating to the overall structure of the Merger and the Distributions. To the extent that the company is responsible for any tax or indemnification liability under the Tax Matters Agreement, there could be a material adverse impact on Corteva's business, financial condition, results of operations and cash flows in future reporting periods. --- ## Modified: Sentiment towards climate change and other environmental, social and governance matters could adversely affect our stock price, results of operations, and access to capital. **Key changes:** - Reworded sentence: "Since 2020, Corteva has maintained certain commitments, aspirations, targets and initiatives as part of its sustainability programs." **Prior (2023):** Since 2020, Corteva has announced sustainability goals, including adopting its greenhouse gas emission reduction strategy and targets for 2030 and inclusion, diversity and equity goals for 2026. Execution of these strategies and the achievements of Corteva's sustainability goals is subject to risk and uncertainties, many of which are out of its control. Failure to achieve its sustainability goals within the currently projected costs and expected timeframes could damage Corteva's reputation, customer and investor relationships, or its access to financing. Further, given investors' increased focus related to ESG matters, such a failure could cause stockholders to reduce their ownership holdings, all of which, in turn could adversely affect Corteva's business, financial condition, results of operations and cash flows and reduce its stock price. **Current (2024):** Since 2020, Corteva has maintained certain commitments, aspirations, targets and initiatives as part of its sustainability programs. Execution of these strategies and the achievements of Corteva's sustainability aspirations and goals are subject to risk and uncertainties, many of which are out of its control. Failure to achieve its sustainability aspirations and goals within the currently projected costs and expected timeframes could damage Corteva's reputation, customer and investor relationships, or its access to financing. Further, given investors' increased focus related to sustainability matters, such a failure could cause stockholders to reduce their ownership holdings, all of which, in turn could adversely affect Corteva's business, financial condition, results of operations and cash flows and reduce its stock price. 19 19 19 Table Of ContentsPart IITEM 1A. RISK FACTORS, continued Table Of Contents Part I ITEM 1A. RISK FACTORS, continued --- ## Modified: Global or regional health pandemics or epidemics could negatively impact the company's business, financial condition and results of operations. **Key changes:** - Reworded sentence: "Corteva's business, financial condition, and results of operations could be negatively impacted by pandemics or epidemics." - Reworded sentence: "Future outbreaks or pandemics could negatively impact the company's business, financial condition, and results of operations in numerous ways, including but not limited to increased market volatility that impacts the company's hedging, financial forecasting, and liquidity, including its access to capital markets and delays or modifications to the company's strategic plans and productivity initiatives." **Prior (2023):** Corteva's business, financial condition, and results of operations could be negatively impacted by COVID-19 or other pandemics or epidemics. The severity, magnitude and duration of the pandemics and future outbreaks is uncertain, rapidly changing and difficult to predict. Increased market volatility resulting from COVID-19 disruptions has also limited the availability of certain manufacturing inputs. Current and future pandemics or epidemics and resulting illness, travel restrictions 19 19 19 Table Of ContentsPart IITEM 1A. RISK FACTORS, continued Table Of Contents Part I ITEM 1A. RISK FACTORS, continued and workforce disruptions could impact Corteva's global supply chain, its operations and its routes to market or those of its suppliers, co-manufacturers, or customers/distributors. These disruptions or the company's failure to effectively respond to them could increase product or distribution costs, alter the timing of recognizing manufacturing costs, or impact the delivery of products to customers. Government-pandemic or epidemic responses, including stay at home orders, can significantly impact other economic activity and markets around the world. Future outbreaks or pandemics could negatively impact the company's business, financial condition, and results of operations in numerous ways, including but not limited to those outlined below: •Temporary disruptions to the company's ability to operate or distribute its products in these markets. •Reductions to the company's forecasted profitability and continued global economic decline could trigger potential impairment of the carrying value of goodwill or other indefinite and definite-lived intangible assets. •Increased risk of collection of the company's customer receivables. •Increased market volatility that impacts the company's hedging, financial forecasting, and liquidity, including its access to capital markets. •Delays or modifications to the company's strategic plans and productivity initiatives. Therefore, the result of the company's consolidated results of operations in face of another pandemic or epidemic, and the unprecedented economic conditions which can result therefrom may negatively impact the company's business operations, financial performance and results of operations in the future. **Current (2024):** Corteva's business, financial condition, and results of operations could be negatively impacted by pandemics or epidemics. The severity, magnitude and duration of the pandemics is uncertain, rapidly changing and difficult to predict. Future pandemics or epidemics and resulting illness, travel restrictions and workforce disruptions could impact Corteva's global supply chain, its operations and its routes to market or those of its suppliers, co-manufacturers, or customers/distributors. These disruptions or the company's failure to effectively respond to them could increase product or distribution costs, alter the timing of recognizing manufacturing costs, or impact the delivery of products to customers or their ability to pay. Government-pandemic or epidemic responses, including stay at home orders, can significantly impact other economic activity and markets around the world. Future outbreaks or pandemics could negatively impact the company's business, financial condition, and results of operations in numerous ways, including but not limited to increased market volatility that impacts the company's hedging, financial forecasting, and liquidity, including its access to capital markets and delays or modifications to the company's strategic plans and productivity initiatives. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*