RISK FACTORS, continued
−Removed: Corteva’s business, results of operations and financial condition could be adversely affected by environmental, litigation and other commitments and contingencies.
−Removed: As a result of Corteva’s operations, including past operations and those related to divested businesses and discontinued operations of EIDP, Corteva incurs environmental operating costs for pollution abatement activities including waste collection and disposal, installation and maintenance of air pollution controls and wastewater treatment, emissions testing and monitoring and obtaining permits.
−Removed: Corteva also incurs environmental operating costs related to environmental related research and development activities including environmental field and treatment studies as well as toxicity and degradation testing to evaluate the environmental impact of products and raw materials.
−Removed: In addition, Corteva maintains and periodically reviews and adjusts its accruals for probable environmental remediation and restoration costs.
−Removed: Corteva expects to continue to incur environmental operating costs since it will operate global manufacturing, product handling and distribution facilities that are subject to a broad array of environmental laws and regulations.
−Removed: These rules are subject to change by the implementing governmental agency, which Corteva monitors closely.
−Removed: Corteva’s environmental policy requires that its operations fully meet or exceed legal and regulatory requirements.
−Removed: In addition, Corteva expects to continue certain voluntary programs, and could consider additional voluntary actions, to reduce air emissions, minimize the generation of hazardous waste, decrease the volume of water use and discharges, increase the efficiency of energy use and reduce the generation of persistent, bioaccumulative and toxic materials.
−Removed: Costs to comply with complex environmental laws and regulations, as well as internal voluntary programs and goals, are significant and Corteva expects these costs will continue to be significant for the foreseeable future.
−Removed: Over the long-term, such expenditures are subject to considerable uncertainty and could fluctuate significantly.
−Removed: Corteva accrues for environmental matters when it is probable that a liability has been incurred and the amount can be reasonably estimated.
−Removed: As remediation activities vary substantially in duration and cost from site to site, it is difficult to develop precise estimates of future site remediation costs.
−Removed: Corteva expects to base such estimates on several factors, including the complexity of the geology, the nature and extent of contamination, the type of remedy, 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.
−Removed: Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may be materially higher than Corteva’s accruals.
−Removed: Corteva faces risks arising from various unasserted and asserted litigation matters arising out of the normal course of its current and former business operations, including intellectual property, commercial, product liability, environmental and antitrust lawsuits.
−Removed: Corteva has noted a trend in public and private suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public and the environment, including waterways and watersheds.
−Removed: Claims alleging harm to the public and the environment may be brought against Corteva, notwithstanding years of scientific evidence and regulatory determinations supporting the safety of crop protection products.
−Removed: The litigation involving Monsanto’s Roundup ® non-selective glyphosate containing weedkiller products has resulted in negative publicity and sentiment and may lead to similar suits with respect to glyphosate-containing products and/or other established crop protection products.
−Removed: Claims and allegations that Corteva’s products or products that Corteva manufactures or markets on behalf of third parties are not safe could result in litigation, damage to Corteva’s reputation and have a material adverse effect on Corteva’s business.
−Removed: It is not possible to predict the outcome of these various proceedings and any potential impact on Corteva.
−Removed: An adverse outcome in any one or more of these matters may result in losses not fully covered by Corteva's insurance policies, and could be material to Corteva's financial results.
−Removed: Various factors or developments can lead to changes in current estimates of liabilities.
−Removed: Such factors and developments may include, but are not limited to, additional data, safety or risk assessments, as well as a final adverse judgment, significant settlement or changes in applicable law.
−Removed: A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on Corteva.
−Removed: The company, pursuant to the respective Separation Agreements, is entitled to cost sharing and indemnification from Chemours, Dow and DuPont, as applicable, for certain litigation, environmental, workers’ compensation and other liabilities related to its historical operations.
−Removed: In connection with the recognition of liabilities related to these matters, Corteva records an indemnification asset when recovery is deemed probable.
−Removed: These estimates of recovery are subject to various factors and developments that could result in differences from future estimates or the actual recovery.
−Removed: As of December 31, 2024, the indemnification assets pursuant to the Chemours Separation Agreement and the Corteva Separation Agreement are in aggregate $90 million within accounts and notes receivable - net and $423 million within other assets in the company’s Consolidated Balance Sheets.
−Removed: Any failure by, or inability to pay, these liabilities in line with the indemnification provisions of the Separation Agreements may have a material adverse effect on Corteva and its financial condition and results of operations.
−Removed: RISK FACTORS, continued
−Removed: In the ordinary course of business, Corteva may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses and issue guarantees of third-party obligations.
−Removed: If Corteva were required to make payments as a result, they could exceed the amounts accrued, thereby adversely affecting Corteva’s financial condition and results of operations.
−Removed: Corteva is dependent on its relationships or contracts with third parties with respect to certain of its raw materials or licenses and commercialization.
−Removed: Corteva is dependent on third parties in the research, development and commercialization of its products and enters into transactions including, but not limited to, supply agreements, licensing agreements, and manufacturing agreements in connection with Corteva’s business.
−Removed: The majority of Corteva’s corn hybrids and soybean varieties sold to customers contain biotechnology traits that Corteva licenses from third parties under long-term licenses.
−Removed: If Corteva loses its rights under such licenses, it could negatively impact Corteva’s ability to obtain future licenses on competitive terms, commercialize new products and generate sales from existing products.
−Removed: Corteva may elect to out-license its technology, including germplasm.
−Removed: There can be no guarantee that such out-licensing will not ultimately strengthen Corteva’s competition thereby adversely impacting Corteva’s results of operations.
−Removed: While Corteva relies heavily on third parties for multiple aspects of its business and commercialization activities, Corteva does not control many aspects of such third parties’ activities.
−Removed: Third parties may not complete activities on schedule or in accordance with Corteva’s expectations.
−Removed: Failure by one or more of these third parties to meet their contractual or other obligations to Corteva or to comply with applicable laws or regulations, or any disruption in the relationship between Corteva and one or more of these third parties could delay or prevent the development, approval or commercialization of Corteva’s products and could also result in non-compliance or reputational harm, all with potential negative implications for Corteva’s business.
−Removed: In addition, Corteva’s agreements with third parties may obligate it to meet certain contractual or other obligations to third parties.
−Removed: For example, Corteva may be obligated to meet certain thresholds or abide by certain boundary conditions.
−Removed: If Corteva were to fail to meet such obligations to the third parties, its relationship with such third parties may be disrupted.
−Removed: Such a disruption could negatively impact certain of Corteva’s licenses on which it depends, could cause reputational harm, and could negatively affect Corteva’s business, results of operations and financial condition.
−Removed: Corteva’s customers may be unable to pay their debts to Corteva, which could adversely affect Corteva’s results.
−Removed: Corteva offers its customers financing programs with credit terms generally less than one year from invoicing in alignment with the growing season.
−Removed: Due to these credit practices as well as the seasonality of Corteva’s operations, Corteva may need to issue short-term debt at certain times of the year to fund its cash flow requirements.
−Removed: Corteva’s customers may be exposed to a variety of conditions that could adversely affect their ability to pay their debts.
−Removed: For example, customers in economies experiencing an economic downturn or in a region experiencing adverse growing conditions may be unable to repay their obligations to Corteva, which could adversely affect Corteva’s results.
−Removed: Failure to effectively manage acquisitions, divestitures, strategic investments, restructurings, cost savings initiatives and other portfolio actions may not have the results anticipated.
−Removed: From time-to-time, Corteva evaluates acquisition candidates that may strategically fit Corteva’s business and/or growth objectives, along with making investments in strategic technologies through its Corteva Catalyst platform.
−Removed: If Corteva is unable to successfully integrate and develop acquired businesses, including its growth in biologicals, Corteva could fail to achieve expected increases in revenues and operating results, as well as anticipated investment returns, synergies and cost savings, which could have a material adverse effect on Corteva’s financial results.
−Removed: Corteva continually reviews its portfolio of assets for contributions to its objectives and alignment with its strategy.
−Removed: However, Corteva 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, which may affect Corteva’s earnings.
−Removed: Moreover, Corteva might incur asset impairment charges related to acquisitions or divestitures that reduce its earnings.
−Removed: In addition, if the execution of these transactions, investments, or portfolio actions is not successful, it could adversely impact Corteva’s financial condition, cash flows and results of operations.
−Removed: RISK FACTORS, continued
−Removed: Corteva’s liquidity, business, results of operations and financial condition could be impaired if it is unable to raise capital through the capital markets or short-term debt borrowings.
−Removed: Any limitation on Corteva’s ability to raise money in the capital markets or through short-term debt borrowings could have a substantial negative effect on Corteva’s liquidity.
−Removed: Corteva’s ability to affordably access the capital markets and/or borrow short- term debt in amounts adequate to finance its activities could be impaired as a result of a variety of factors, including factors that are not specific to Corteva, such as a severe disruption of the financial markets and, in the case of debt securities or borrowings, interest rate fluctuations.
−Removed: Due to the seasonality of Corteva’s business and the credit programs Corteva may offer its customers, net working capital investment and corresponding debt levels will fluctuate over the course of the year.
−Removed: Corteva regularly extends credit to its customers to enable them to purchase Seed or Crop Protection products at the beginning of the growing season.
−Removed: The customer receivables may be used as collateral for short-term financing programs.
−Removed: Any material adverse effect upon Corteva’s ability to own or sell such customer receivables, including seasonal factors that may impact the amount of customer receivables Corteva owns, may materially impact Corteva’s access to capital.
−Removed: Corteva has additional agreements with financial institutions to establish programs that provide financing for select customers of Corteva’s Seed and Crop Protection products in the United States, Latin America, Europe and Asia.
−Removed: The programs are renewed on an annual basis.
−Removed: In most cases, Corteva guarantees the extension of such credit to such customers.
−Removed: If Corteva is unable to renew these agreements or access the debt markets to support customer financing, Corteva’s sales may be negatively impacted, which could result in increased borrowing needs to fund working capital.
−Removed: Corteva’s earnings, operations and business, among other things, will impact its credit ratings, costs and availability of financing.
−Removed: There can be no assurance that Corteva or EIDP will maintain its current or prospective credit ratings.
−Removed: A decrease in the ratings assigned to Corteva or EIDP by the ratings agencies may negatively impact Corteva’s liquidity, access to the debt capital markets and increase Corteva’s cost of borrowing and the financing of its seasonal working capital.
−Removed: Increases in pension and other post-employment benefit plan funding obligations may adversely affect Corteva’s results of operations, liquidity or financial condition.
−Removed: Through Corteva's ownership of EIDP, Corteva maintains EIDP defined benefit pension and other post-employment benefit plans.
−Removed: For some of these plans, including EIDP’s principal U.S.
−Removed: pension plan, Corteva continues as sponsor for the entire plan regardless of whether participants, including retirees, are or were associated with EIDP’s agriculture business.
−Removed: Corteva uses many assumptions in calculating its expected future payment obligations under these plans.
−Removed: Significant adverse changes in credit or market conditions could result in actual rates of returns on pension investments being lower than assumed.
−Removed: In addition, expected future payment obligations may be adversely impacted by changes in assumptions regarding participants, including retirees.
−Removed: In 2025, Corteva expects to contribute approximately $ 40 million to its pension plans other than the principal U.S.
−Removed: pension plan, and about $ 105 million for its other post-employment benefit ("OPEB") plans.
−Removed: While not anticipated for 2025, Corteva may make discretionary contributions to the principal U.S.
−Removed: pension plan.
−Removed: Corteva, furthermore, may be required to make significant contributions to its pension plans in the future, which could adversely affect Corteva’s results of operations, liquidity and financial condition.
−Removed: Global or regional health pandemics or epidemics could negatively impact the company's business, financial condition and results of operations.
−Removed: Corteva's business, financial condition, and results of operations could be negatively impacted by human or animal pandemics or epidemics.
−Removed: The severity, magnitude and duration of the pandemics is uncertain, rapidly changing and difficult to predict.
−Removed: Future pandemics or epidemics and resulting illness, travel restrictions and workforce and operational 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.
−Removed: 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.
−Removed: Government-pandemic or epidemic responses can significantly impact economic activity and markets around the world.
−Removed: Future outbreaks or pandemics could negatively impact customer demand and 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,
−Removed: RISK FACTORS, continued
−Removed: financial forecasting, and liquidity, including its access to capital markets and delays or modifications to the company's strategic plans and productivity initiatives.
−Removed: EIDP has identified a material weakness in its internal control over financial reporting, which could negatively impact the accurate and timely reporting of its results of operations and financial condition.
−Removed: As described in the EIDP Management's Report on Internal Control over Financial Reporting within this Annual Report on Form 10-K, the management of EIDP identified a material weakness in its internal control over financial reporting with respect to the appropriate classification of the cash flows covering intercompany activities with Corteva, Inc., which resulted in the restatement of EIDP’s Consolidated Statements of Cash Flows within its financial statements for the year ending 2023 and a material misclassification of the Consolidated Statements of Cash Flows for each of the three subsequent quarters in 2024.
−Removed: While EIDP has developed a remediation plan, it will not be able to conclude whether the remediation of the material weakness was successful until sufficient time has passed to allow management to test the design and operational effectiveness of its enhanced controls.
−Removed: Not fully remediating the material weakness or identifying additional control weaknesses, could result in additional accounting errors or reporting delays that may negatively impact a company’s reputation or reduce its stock price.
−Removed: Sentiment towards sustainability matters could adversely affect our stock price, results of operations, and access to capital.
−Removed: Corteva has established certain strategies, commitments and initiatives as part of its sustainability programs.
−Removed: Execution of these strategies and the achievements of Corteva’s sustainability commitments are subject to certain risk and uncertainties, including regulatory action or inaction, changes in public or investor sentiment, and resource availability, many of which are out of its control.
−Removed: Failure to achieve its sustainability commitments within the expected timeframes and cost effectively could damage Corteva’s reputation, customer and investor relationships, or its access to financing.
−Removed: Further, dissatisfaction with 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.
−Removed: Risks Related to Our Intellectual Property
−Removed: Enforcing Corteva’s intellectual property rights, or defending against intellectual property claims asserted by others, could materially affect Corteva’s business, results of operations and financial condition.
−Removed: Intellectual property rights, including patents, plant variety protection, trade secrets, confidential information, trademarks, trade names and other forms of trade dress, are important to Corteva’s business.
−Removed: Corteva endeavors to protect its intellectual property rights in jurisdictions in which its products are produced or used and in jurisdictions into which its products are imported.
−Removed: However, Corteva may be unable to obtain protection for its intellectual property in key jurisdictions.
−Removed: Further, changes in government policies and regulations, including changes made in reaction to pressure from non-governmental organizations, or the public generally, could impact the extent of intellectual property protection afforded by such jurisdictions.
−Removed: Competitors are increasingly challenging intellectual property positions and the outcomes to these challenges, including those with Inari and Bayer, can be highly uncertain and negatively impact the value of Corteva's intellectual property and investment return on its research and development.
−Removed: Additionally, Corteva has been subject to claims that its products violate third party intellectual property rights.
−Removed: Defending such claims, even those without merit, could be time-consuming and expensive.
−Removed: In addition, any such claim could result in Corteva’s having to enter into, or continue, license agreements, develop non-infringing products or engage in litigation that could be costly.
−Removed: If challenges are resolved adversely, it could negatively impact Corteva’s ability to obtain licenses on competitive terms, develop and commercialize new products, generate sales from existing products or reduce its reliance on licensed technologies.
Corteva has designed and implemented internal controls to restrict use of, access to and distribution of its intellectual property.
2 unchanged sentences
Protecting intellectual property related to biotechnology is particularly challenging because theft is difficult to detect and biotechnology can be self-replicating.
−Removed: RISK FACTORS, continued
In addition, because of the rapid pace of technological change, the confidentiality of patent applications in some jurisdictions and/or the uncertainty in predicting the outcome of complex proceedings relating to ownership and the scope of patents relating to certain emerging technologies, competitors may be issued patents related to Corteva’s business unexpectedly.
25 unchanged sentences
They also have the first right to enforce their respective trade secrets and know-how licensed to Corteva.
−Removed: If DuPont or Dow, as applicable, fails to fulfill its obligations or chooses to not enforce the licensed patents, trade secrets or know-how under the Intellectual Property Cross-License Agreements, the company may not be able to prevent competitors from making, using and selling competitive products and services.
+Added: RISK FACTORS, continued
+Added: DuPont or Dow, as applicable, fails to fulfill its obligations or chooses to not enforce the licensed patents, trade secrets or know-how under the Intellectual Property Cross-License Agreements, the company may not be able to prevent competitors from making, using and selling competitive products and services.
In addition, Corteva’s use of the intellectual property licensed to it under the Intellectual Property Cross-License Agreements is restricted to certain fields, which could limit Corteva’s ability to develop and commercialize certain products and services.
For example, the licenses granted to Corteva under the agreement will not extend to all fields of use that the company may decide to enter into in the future.
−Removed: These restrictions may make it more difficult, time consuming and/or expensive for Corteva to develop
−Removed: RISK FACTORS, continued
−Removed: and commercialize certain new products and services, or may result in certain of its products or services being later to market than those of its competitors.
−Removed: Risks Related to The Separation
−Removed: In connection with the Separation the company has assumed, and agreed to indemnify DuPont and Dow for, certain liabilities.
+Added: These restrictions may make it more difficult, time consuming and/or expensive for Corteva to develop and commercialize certain new products and services, or may result in certain of its products or services being later to market than those of its competitors.
+Added: Risks Related to the Corteva Separation
+Added: In connection with the Corteva Separation the company has assumed, and agreed to indemnify DuPont and Dow for, certain liabilities.
If the company is required to make payments pursuant to these indemnities, the company may need to divert cash to meet those obligations and its financial results could be negatively impacted.
7 unchanged sentences
Even if the company ultimately succeeds in recovering from DuPont and/or Dow, as applicable, any amounts for which the company is held liable, the company may be temporarily required to bear these losses itself.
−Removed: Additionally, the company generally has assumed and is responsible for the payment of its share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DowDuPont, (ii) certain liabilities of Historical DuPont relating to, arising out of or resulting from general corporate matters of Historical DuPont and discontinued and/or divested businesses and operations of Historical DuPont, including its spin-off of Chemours, and (iii) certain separation expenses not otherwise allocated to DuPont or Dow (or allocated specifically to Corteva) pursuant to the Corteva Separation Agreement, and third parties could seek to hold Corteva responsible for DuPont’s or Dow’s share of any such liabilities.
+Added: Additionally, the company generally has assumed and is responsible for the payment of its share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DowDuPont, (ii) certain liabilities of Historical DuPont relating to, arising out of or resulting from general corporate matters of Historical DuPont and discontinued and/or divested businesses and operations of Historical DuPont, including its Performance Chemicals spin-off, Chemours, and (iii) certain separation expenses not otherwise allocated to DuPont or Dow (or allocated specifically to Corteva) pursuant to the Corteva Separation Agreement, and third parties could seek to hold Corteva responsible for DuPont’s or Dow’s share of any such liabilities.
For more information, see Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, and Part I - Item 3 - Legal Proceedings.
2 unchanged sentences
In addition, even if the company ultimately succeeds in recovering from DuPont and/or Dow any amounts for which the company is held liable in excess of its agreed share, the company may be temporarily required to bear these losses itself and may not be able to fully insure itself to cover these risks.
−Removed: Risks related to the satisfaction of these indemnification obligations and temporarily bearing losses may be increased if DuPont completes the announced spin-off of its electronics business or if other divested businesses of Historical DuPont or Historical Dow do not or are unable to cover their liabilities or satisfy their indemnification obligations.
+Added: Risks related to the satisfaction of these indemnification obligations and temporarily bearing losses may be increased if DuPont's electronics business spin-off, Qnity Electronics, Inc., or if other divested businesses of Historical DuPont (including Chemours) or Historical Dow do not or are unable to cover their liabilities or satisfy their indemnification obligations.
Even if Corteva takes legal action to protect its rights with respect to such a transaction, these legal costs may be significant.
Each of the above risks could materially affect the company’s business, financial condition, results of operations and cash flows.
−Removed: DuPont is currently disputing with Corteva certain provisions of the Separation Agreement and Tax Matters Agreement.
−Removed: As discussed further in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, Corteva is engaging in a dispute resolution process with DuPont related to tax indemnification liabilities and the classification of potential liabilities from certain non-PFAS related disputes.
−Removed: Additional disputes between DuPont and Corteva may arise in the future.
−Removed: If these disputes are not resolved favorably for Corteva, there could be significant impacts to the current carrying value of its indemnification liabilities and cost sharing obligation under the Separation Agreement and the Tax Matters Agreement.
RISK FACTORS, continued
−Removed: The Separation and related transactions may expose Corteva to potential liabilities arising out of state and federal fraudulent conveyance laws
+Added: The Corteva Separation and related transactions may expose Corteva to potential liabilities arising out of state and federal fraudulent conveyance laws
Although the company received a solvency opinion from an investment bank confirming that the company and DuPont were each adequately capitalized following the Corteva Distribution, the Separation could be challenged under various state and federal fraudulent conveyance laws.
16 unchanged sentences
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.
+Added: Risks related to our Proposed Separation
+Added: Corteva is subject to risks related to its plans to separate its seed and crop protection businesses in a spin-off that will result in two standalone public companies, including that the proposed separation may not be completed on the contemplated timeline or at all and may not achieve the intended benefits.
+Added: On October 1, 2025, Corteva announced its intent to separate its Seed and Crop Protection businesses into two standalone, publicly traded companies, in a transaction that is intended to qualify as a tax-free spin-off for U.S.
+Added: federal income tax purposes (the “Proposed Separation”).
+Added: The Proposed Separation is subject to the satisfaction of a number of customary conditions,
+Added: RISK FACTORS, continued
+Added: including, among others, the filing and effectiveness of a Form 10 registration statement with the SEC, receipt of a tax opinion from external counsel to the effect that, among other things, the transaction will qualify as a tax-free spin-off, and final approval by Corteva’s Board of Directors.
+Added: The ultimate timing of the Proposed Separation will depend on the readiness of each business to operate as an independent public company and the finalization of appropriate capital structures for each.
+Added: The failure to satisfy all of the required conditions for the Proposed Separation, as well as unanticipated developments, could delay, prevent or otherwise adversely affect the Proposed Separation.
+Added: These potential developments, many of which are outside of Corteva’s control, include, but are not limited to, disruptions in general or financial market conditions, material adverse changes in business or industry conditions, unanticipated costs, difficulties or delays in obtaining various regulatory and tax approvals or clearances, and stakeholder actions or challenges relating to the Proposed Separation or to other aspects of Corteva’s business or strategy.
+Added: Executing the Proposed Separation will require significant time and attention from Corteva’s senior management and employees, which could disrupt Corteva’s ongoing business, negatively impact Corteva’s relationships with employees, suppliers, customers, distributors, licensors and other stakeholders and adversely affect Corteva’s financial results and results of operations.
+Added: There can be no assurances that Corteva will be able to complete the Proposed Separation on the terms or on the timeline that was announced, if at all, or that the complexities, costs and dis-synergies associated with the Proposed Separation will not be significant or exceed expectations.
+Added: Moreover, although Corteva expects to maintain an investment grade credit rating, a downgrade in Corteva’s rating may lead to increased borrowing costs for Corteva.
+Added: In addition, there may be increased borrowing costs associated with the re-allocation or taking on of new debt in connection with the Proposed Separation.
+Added: If the Proposed Separation is completed, Corteva may not be able to achieve the full strategic and financial benefits that are expected to result from the Proposed Separation.
+Added: Following the Proposed Separation, the Seed and Crop Protection businesses will bear the full costs and responsibilities of operating a standalone public company and these dis-synergies may exceed expectations.
+Added: Moreover, the Seed and Crop Protection businesses will each be smaller, less diversified enterprises, and as a result, the separated companies may be more exposed to industry-specific risks and changing market conditions than Corteva is today.
+Added: The Proposed Separation also may prompt existing stockholders to divest holdings that no longer align with their investment objectives, potentially affecting the trading value of each company’s common stock following the Proposed Separation.
+Added: Further, there can be no assurance that the combined value of the common stock of the two companies will be equal to or greater than the value of Corteva’s common stock had the Proposed Separation not occurred.
+Added: In addition, while it is expected that Corteva will receive a tax opinion from external counsel to the effect that, among other things, the Proposed Separation will qualify as a tax-free spin-off for U.S.
+Added: federal income tax purposes, any such opinion is not binding on the U.S.
+Added: Internal Revenue Service.
+Added: Accordingly, the U.S.
+Added: Internal Revenue Service may reach conclusions with respect to the Proposed Separation that are different from the conclusion reached in such opinion.
+Added: If the Proposed Separation is ultimately determined to be taxable, either Corteva or Corteva’s stockholders could incur significant income tax liabilities.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.