What changed in this filing

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Item 9A. Controls and Procedures

2022-02-10 compared with 2021-02-11 · 732 added, 961 removed, 2620 unchanged (39% of the section changed)

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a) Evaluation of Disclosure Controls and Procedures

EID maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in their reports filed or submitted under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

EID maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in EID's reports filed or submitted under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

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OTHER INFORMATION

On June 1, 2019, Corteva, Inc.

became an independent, publicly traded company through the previously announced separation (the “Separation”) of the agriculture business of DowDuPont Inc.

(“DowDuPont”).

The separation was effectuated through a pro rata distribution of all of the then-issued and outstanding shares of common stock, par value $0.01 per share, of Corteva, Inc., which was then a wholly-owned subsidiary of DowDuPont, to holders of record of DowDuPont common stock as of the close of business on May 24, 2019.

The Separation is intended to qualify as a tax-free spinoff for United States tax purposes under Section 355 of the Internal Revenue Code.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Executive Officers of the Registrant

Each of the executive officers became officers of the company in May 2019 with the exception of Dr.

Sam Eathington who became an executive officer in January 2021.

Collins, Jr, age 58, is the Chief Executive Officer of Corteva.

He previously served as the chief operating officer of the agriculture division of DowDuPont Inc.

since September 2017.

Prior to this appointment, Mr.

Collins was executive vice president of DuPont with responsibility for the company’s agriculture segment, including DuPont Pioneer and Crop Protection, since January 2016.

Prior to this, beginning in September 2013, he was senior vice president with responsibility for DuPont’s performance materials segment, was named to the position of executive vice president in December 2014, and added responsibility for the electronics & communications segment in July 2015.

Previously, Mr.

Collins was vice president for acquisition & integration of Danisco, since January 2011, and was named president of DuPont’s industrial biosciences segment in May of that year.

From 2004 to 2010, he was responsible for DuPont’s crop protection segment as vice president and general manager and then president.

Collins joined DuPont as an engineer in 1984 and held positions in engineering, supervision and business management at a variety of manufacturing sites.

In 1993, he joined the agriculture sales & marketing group where he served in a variety of roles across the globe supporting DuPont’s seed and crop protection businesses.

Collins currently serves on the board of directors of CropLife International and the U.S.

China Business Council.

He also serves on the Advisory Councils of the University of Tennessee Loan Oaks Farm and the Food Forever Initiative Global Crop Diversity Trust.

Friedman, age 53, is Executive Vice President and Chief Financial Officer of Corteva.

Friedman previously served as chief financial officer of the agriculture division of DowDuPont Inc.

since September 2018.

Prior to this appointment, he served as vice president of investor relations for DuPont since September 2014, general auditor and chief ethics & compliance leader from 2013 to 2014 and was chief financial officer of DuPont Pioneer from 2011 to 2013.

Prior to this, he served as assistant treasurer of DuPont from 2010 to 2011 with responsibility for financial risk management, cash operations and leasing.

From 2002 to 2010, he served in various business and finance leadership roles after joining DuPont in 2001 as chief financial officer of Polar Vision, Inc., a newly acquired electronics joint venture in Torrance, California.

On February 4, 2021, Mr.

Friedman notified the Company of his intention to retire.

Each of the executive officers became officers of the company in May 2019 with the exception of Mr.

Charles Magro, Mr.

David Anderson, and Dr.

Sam Eathington who became an executive officer in November 2021, April 2021 and January 2021, respectively.

Magro, age 52, is the Chief Executive Officer of Corteva.

Prior to joining Corteva on November 1, 2021, he served as President and chief executive officer of Nutrien Ltd.

("Nutrien") from the company’s launch in 2018 until April 2021.

From 2014 to 2018, Mr.

Magro served as President and chief executive officer of Agrium Inc., which merged with Potash Corporation of Saskatchewan to create Nutrien.

As President and CEO of Nutrien, Mr.

Magro led more than 27,000 employees to achieve best-in-class engagement, top safety performance and exceptional business results.

He also led the company through numerous M&A transactions, expanding globally and restructuring the industry.

Prior to this role, he held a variety of other key leadership positions with the company, including Chief Operating Officer, Chief Risk Officer, Executive Vice President of Corporate Development, and Vice President of Manufacturing.

He joined Agrium in 2009 following a productive career with NOVA Chemicals.

Since 2018, Mr.

Magro has served on the Canada Pension Plan Investment Board and will continue to serve on the board through March 2022.

Previously, he served as Vice Chairman of the International Fertilizer Association and past Chair and Board Member of The Fertilizer Institute.

He also served as a Board Steward for the World Economic Forum’s Food Systems Initiative, providing strategic leadership to build inclusive, sustainable, efficient, and healthy global food systems, as well as on the Boards of the International Plant Nutrition Institute, Nutrients for Life Foundation, the Business Council of Canada, and the Business Council of Alberta.

Ingredion Inc., a global provider of ingredient solutions to the food and beverage manufacturing industry, elected Mr.

Magro to its board of directors effective May 1, 2022.

Anderson, age 72, is Executive Vice President and Chief Financial Officer of Corteva.

Anderson is an experienced Chief Financial Officer, with a career spanning a number of diverse global companies across a range of industries.

Prior to joining Corteva in April 2021, Mr.

Anderson was interim chief financial officer at Criteo S.A., which he joined after serving as chief financial officer and chief operating officer at Nielsen Holdings plc.

He previously served as executive vice president and chief financial officer of Alexion Pharmaceuticals, which he joined following his tenure of more than a decade as the chief financial officer for Honeywell.

Prior to that, Mr.

Anderson was the chief financial officer for ITT, Inc., Newport News Shipbuilding Inc., and RJR Nabisco, Inc.

Anderson is currently a Board member of American Electric Power and previously a Board member of Cardinal Health.

Rajan Gajaria , age 54, is Executive Vice President, Business Platforms of Corteva.

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He joined Dow AgroSciences’ Indian joint venture partner in Mumbai in 1993, where he served in sales and marketing roles as well as in human resources before moving to the company’s global headquarters in Indianapolis, Indiana.

Effective February 18, 2022, Mr.

Gajaria will retire from the company.

Glenn , age 55, is Executive Vice President, Chief Commercial Officer of Corteva.

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in 1991, and held a variety of marketing roles in seed markets around the world.

Meghan Cassidy , age 45, is Senior Vice President, Chief Human Resources Officer of Corteva.

Cassidy previously served as the head of human resources of the agriculture division of DowDuPont Inc.

Meghan Cassidy , age 46, is Senior Vice President, Chief Human Resources and Diversity Officer of Corteva.

In February 2021, Ms.

Cassidy became Chief Diversity Officer in addition to her human resources duties at Corteva.

Prior to joining Corteva, Ms.

Cassidy served as the head of human resources of the agriculture division of DowDuPont Inc.

since September 2017.

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Cassidy’s early career was spent at Aramark, where she held progressive human resources roles before serving as vice president, executive development and corporate human resources.

Sam Eathington , age 52, joined Corteva in November 2020 and became Senior Vice President, Chief Technology Officer of Corteva in January 2021, where he is responsible for leading the company’s global research and development organization and building and expanding its industry-leading pipeline.

Sam Eathington , age 53, joined Corteva in November 2020 and became Senior Vice President, Chief Technology Officer of Corteva in January 2021, where he is responsible for leading the company’s global research and development organization, building and expanding its industry-leading pipeline, and sustainability.

A recognized leader in agricultural innovation, Dr.

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Prior to assuming that role, Dr.

Eathington spent more than two decades with Monsanto Corporation, rising through the ranks in quantitative traits and molecular breeding to become vice president, global plant breeding beginning in February 2011.

Fuerer , age 54, is Senior Vice President, General Counsel and Secretary of Corteva.

Eathington spent 19 years with Monsanto Corporation, rising through the ranks in quantitative traits and molecular breeding to become vice president, global plant breeding beginning in February 2011.

Fuerer , age 55, is Senior Vice President, General Counsel and Secretary of Corteva, where he is responsible for legal, compliance, enterprise risk management, and government affairs.

Fuerer previously served as general counsel of the agriculture division of DowDuPont Inc.

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Prior to joining DuPont’s corporate accounting group in 2010, he spent 14 years in public accounting, primarily with PricewaterhouseCoopers LLP, providing audit and transactional support services.

CONSOLIDATED FINANCIAL STATEMENTS OF E.

DU PONT DE NEMOURS AND COMPANY

EXECUTIVE COMPENSATION

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Balance at end of period $ 366 $ 453 $ 457

Classifications in the changes in the allowance for doubtful receivables for the period ended December 31, 2020 have been adjusted from their previous presentation.

Adjustments did not impact the amount of the provision or the allowance for doubtful receivables recorded in the Consolidated Statements of Operations or the Consolidated Balance Sheets.

Deductions include write-offs, recoveries collected and currency translation adjustments.

Deductions include currency translation adjustments.

Financial Statement Schedules listed under the Securities and Exchange Commission ("SEC") rules but not included in this report are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto incorporated by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, continued

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registered securities (incorporated by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K (Commission file number 001-38710) filed February 14, 2020).

Description of E.I.

Description of E.

du Pont de Nemours and Company registered securities (incorporated by reference from Exhibit 4.2 to the Company’s Annual Report on Form 10-K (Commission file number 001-38710) filed February 14, 2020).

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du Pont de Nemours and Company's Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015).

Transaction Agreement, dated as of March 31, 2017, by and between E.

du Pont de Nemours and Company and FMC Corporation (incorporated by reference to Exhibit 10.25 to E.

du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2017).

du Pont de Nemours and Company Management Deferred Compensation Plan, incorporated by reference to Exhibit 4.3 to DowDuPont Inc.

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du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2015).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, continued

du Pont de Nemours and Company’s Rules for Lump Sum Payments, as last amended effective May 15, 2014 (incorporated by reference to Exhibit 10.4 to E.

du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2015).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, continued

du Pont de Nemours and Company’s Retirement Savings Restoration Plan, as last amended effective May 15, 2014.

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du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended March 31, 2012).

du Pont de Nemours and Company's Senior Executive Severance Plan, as amended and restated effective December 10, 2015 (incorporated by reference to Exhibit 10.10 to E.

du Pont de Nemours and Company’s Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2015).

Letter Agreement between Charles Victor Magro and Corteva, Inc., dated October 25, 2021 (incorporated by reference to Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on October 28, 2021).

Letter Agreement between James C.

and Corteva, Inc., dated June 21, 2021 (incorporated by reference to Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on June 23, 2021).

Corteva, Inc.

Severance Plan (incorporated by reference to Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on June 26, 2019).

Severance Plan (incorporated by reference to Exhibit 10.2 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on October 28, 2021).

Letter Agreement effective as of June 1, 2019 by and between DowDuPont Inc.

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grantees (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May 7, 2020).

Form of Special CFO RSU Agreement (incorporated by reference from Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710) filed April 6, 2021).

Agreement dated March 18, 2021, among Corteva, Inc., Starboard Value LP and certain of its affiliates.

(incorporated by reference from Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710) filed March 19, 2021).

Corteva, Inc.

Global Omnibus Employee Stock Purchase Plan (incorporated by reference from Exhibit 4.3 to Corteva’s Registration Statement on Form S-8 (Commission file number 333-249887), filed November 5, 2020).

Subsidiaries of the Registrant.

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du Pont de Nemours and Company.

Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.

Rule 13a-14(a)/15d-14(a) Certification of the company’s and EID’s Principal Executive Officer.

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104 Cover Page Interactive Data File – The Cover Page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101.INS)

Upon request of the U.S.

Securities and Exchange Commission, (the “SEC”), Corteva hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement;

provided, however, that Corteva may omit confidential information pursuant to Item 601(b)(10) or request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Signature Title(s) Date

Chief Executive Officer and Director

/s/ Charles V.

Magro Chief Executive Officer and Director

(Principal Executive Officer)

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Lamberto Andreotti

/s/ Robert A.

Brown Director February 11, 2021

Everitt Director February 10, 2022

/s/ Klaus Engel Director February 10, 2022

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Johanns Director February 10, 2022

Juliber Director February 11, 2021

Giesselman Director February 10, 2022

Grimes Director February 10, 2022

/s/ Rebecca B.

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Nayaki Nayyar

Thomas Director February 11, 2021

Preete Director February 10, 2022

/s/ Patrick J.

Ward Director February 10, 2022

/s/ Gregory R.

Friedman Executive Vice President and Chief Financial Officer

Anderson Executive Vice President and Chief Financial Officer

(Principal Financial Officer) February 10, 2022

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Signature Title(s) Date

Chief Executive Officer and Director

/s/ Charles V.

Magro Chief Executive Officer and Director

(Principal Executive Officer)

February 10, 2022

/s/ Gregory R.

Friedman Executive Vice President,

Anderson Executive Vice President,

Chief Financial Officer and Director

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Index to the Consolidated Financial Statements

Consolidated Financial Statements:

Management's Reports on Responsibility for Financial Statements and Internal Control over Financial Reporting

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Financial Statements:

Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019

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Consolidated Balance Sheets as of December 31, 202 1 and 20 20

Consolidated Statements of Cash Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018

Consolidated Statements of Cash Flows for the years ended December 31, 202 1 , 20 20 , and 201 9

Consolidated Statements of Equity for the years ended December 31, 202 1 , 20 20 , and 201 9

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The purpose of their audit is to express an opinion as to whether the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the company's financial position, results of operations and cash flows in conformity with GAAP.

Their reports are presented on the following pages.

Their report is presented on the following pages.

Management's Report on Internal Control over Financial Reporting

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PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the company's internal control over financial reporting as of December 31, 2021, as stated in their report, which is presented on the following pages.

Chief Executive Officer and Director Gregory R.

Chief Executive Officer and Director David J.

Executive Vice President and

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We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, based on our audits and the report of other auditors with respect to the consolidated financial statements for the year ended December 31, 2018, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

We did not audit the combined financial statements of the Dow Agricultural Sciences Business, a business under common control of the Company, which statements reflect total assets of $7,773 million as of December 31, 2018, and total net sales of $5,646 million for the year ended December 31, 2018.

Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for the Dow Agricultural Sciences Business as of and for the year ended December 31, 2018, is based solely on the report of the other auditors.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 .

Basis for Opinions

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Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits and the report of other auditors provide a reasonable basis for our opinions.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill (Seed Reporting Unit) and Intangible Asset (Trade name) Impairment Assessments

As described in Notes 2 and 15 to the consolidated financial statements, the Company’s consolidated goodwill and intangible asset balances were $10.3 billion and $10.7 billion, respectively, as of December 31, 2020.

The goodwill associated with the seed reporting unit was $5.5 billion and the trademarks/trade names intangible assets were $1.9 billion as of December 31, 2020, which includes a trade name for which management changed the indefinite life assertion to definite-lived with a useful life of 25 years beginning on October 1, 2020.

Goodwill (Seed Reporting Unit) Impairment Assessment

As described in Notes 2 and 15 to the consolidated financial statements, the Company’s consolidated goodwill balance was $10.1 billion as of December 31, 2021, and the goodwill associated with the seed reporting unit was $5.4 billion.

Management tests goodwill for impairment at the reporting unit level at least annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value.

Indefinite-lived intangible assets are tested for impairment at least annually;

however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired.

During the second quarter of 2020, management determined a triggering event had occurred that required an interim impairment assessment for its seed and crop protection reporting units and trade name indefinite-lived intangible asset.

Prior to changing the useful life of the trade name asset, management tested the asset for impairment, concluding the asset was not impaired.

Management determined fair values for each of the reporting units using a discounted cash flow model.

Management’s significant assumptions in these analyses included future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.

Management performed the intangible asset impairment assessments using the relief from royalty method.

The significant assumptions used by management in the relief from royalty method included projected revenue, the royalty rate, the discount rate, and the terminal growth rate.

The principal considerations for our determination that performing procedures relating to the goodwill (seed reporting unit) and intangible asset (trade name) impairment assessments is a critical audit matter are (i) the significant judgment by management when developing the fair value measurements of the seed reporting unit and trade name intangible asset, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future cash flow projections, which included projected revenue, gross margin and other costs and expenses, the weighted average cost of capital, and the terminal growth rate as it relates to the fair value of the seed reporting unit, and management’s significant assumptions related to projected revenue, the royalty rate, the discount rate, and the terminal growth rate as it relates to the fair value of the trade name intangible asset, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Management performs an annual goodwill impairment test in the fourth quarter.

If management chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required.

Management performed quantitative testing on its seed reporting unit and determined that no goodwill impairment existed in 2021.

Management determined fair value for the seed reporting unit using a discounted cash flow model.

Management’s significant assumptions in this analysis included future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.

The principal considerations for our determination that performing procedures relating to the seed reporting unit goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value of the seed reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, the weighted average cost of capital, and the terminal value;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill (seed reporting unit) and intangible asset (trade name) impairment assessments, including controls over the valuations of the seed reporting unit and trade name intangible asset.

These procedures also included, among others, testing management’s process for developing the fair value estimates;

evaluating the appropriateness of the discounted cash flow models and relief from royalty method;

testing the completeness, accuracy, and relevance of underlying data used in the discounted cash flow models and relief from royalty method;

and evaluating the reasonableness of significant assumptions used

by management related to projected revenue, gross margin, other costs and expenses, the weighted average cost of capital and the terminal growth rate as it relates to the fair value of the seed reporting unit, and projected revenue, the royalty rate, the discount rate and the terminal growth rate as it relates to the fair value of the trade name intangible asset.

Evaluating management’s assumptions related to projected revenue, gross margin and other costs and expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow models and relief from royalty method and the significant assumptions related to the weighted average cost of capital and terminal growth rate used by management in developing the fair value of the seed reporting unit and the discount rate, the royalty rate, and the terminal growth rate used by management in developing the fair value of the trade name intangible asset.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the seed reporting unit.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate;

(ii) evaluating the appropriateness of the discounted cash flow model;

(iii) testing the completeness, accuracy, and relevance of underlying data used in the discounted cash flow model;

and (iv) evaluating the reasonableness of significant assumptions used by management related to projected revenue, the weighted average cost of capital, and the terminal value.

Evaluating management’s assumptions related to projected revenue and the terminal value involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the weighted average cost of capital and terminal value assumptions.

/s/ PricewaterhouseCoopers LLP

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We have served as the Company’s or its predecessor’s auditor since 1946.

Report of Independent Registered Public Accounting Firm

To Management of the Dow Agricultural Sciences Business

Opinion on the Financial Statements

We have audited the accompanying combined statements of income and comprehensive income, cash flows, and equity of the Dow Agricultural Sciences Business (the “Business”) for the year ended December 31, 2018, and the related notes (collectively referred to as the "financial statements") (not presented herein).

In our opinion, the financial statements present fairly, in all material respects, the results of operations and cash flows of the Business for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Business’ management.

Our responsibility is to express an opinion on the Business' financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Business in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Business is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Business’ internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Midland, Michigan

July 12, 2019

Corteva, Inc.

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Integration and separation costs — — 744

Goodwill impairment charge — — 4,503

Other income - net 1,348 212 215

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Income (loss) from continuing operations before income taxes 2,346 675 ( 316 )

Benefit from income taxes on continuing operations ( 81 ) ( 46 ) ( 31 )

Provision for (benefit from) income taxes on continuing operations 524 ( 81 ) ( 46 )

Income (loss) from continuing operations after income taxes 1,822 756 ( 270 )

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Net income (loss) 1,769 701 ( 941 )

Net income attributable to noncontrolling interests 20 18 38

Net income (loss) attributable to noncontrolling interests 10 20 18

Net income (loss) attributable to Corteva $ 1,759 $ 681 $ ( 959 )

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Basic earnings (loss) per share of common stock from continuing operations $ 2.46 $ 0.98 $ ( 0.38 )

Basic (loss) earnings per share of common stock from discontinued operations ( 0.07 ) ( 0.90 ) 2.32

Basic earnings (loss) per share of common stock from discontinued operations ( 0.07 ) ( 0.07 ) ( 0.90 )

Basic earnings (loss) per share of common stock $ 2.39 $ 0.91 $ ( 1.28 )

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Diluted earnings (loss) per share of common stock from continuing operations $ 2.44 $ 0.98 $ ( 0.38 )

Diluted (loss) earnings per share of common stock from discontinued operations ( 0.07 ) ( 0.90 ) 2.32

Diluted earnings (loss) per share of common stock from discontinued operations ( 0.07 ) ( 0.07 ) ( 0.90 )

Diluted earnings (loss) per share of common stock $ 2.37 $ 0.91 $ ( 1.28 )

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Comprehensive income (loss) 1,761 1,081 ( 2,065 )

Comprehensive income attributable to noncontrolling interests - net of tax 20 18 38

Comprehensive income (loss) attributable to noncontrolling interests - net of tax 10 20 18

Comprehensive income (loss) attributable to Corteva $ 1,751 $ 1,061 $ ( 2,083 )

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Income taxes payable 146 123

Deferred revenue 3,201 2,662

Accrued and other current liabilities 2,068 2,145

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Retained earnings (accumulated deficit) 524 —

Accumulated other comprehensive loss ( 2,890 ) ( 3,270 )

Accumulated other comprehensive income (loss) ( 2,898 ) ( 2,890 )

Total Corteva stockholders’ equity 25,384 24,824

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(In millions) For the Year Ended December 31,

2021 2020 2019 1

Operating activities

Net income (loss) $ 1,769 $ 701 $ ( 941 )

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:

Depreciation and amortization 1,243 1,177 1,599

(Benefit from) provision for deferred income tax ( 330 ) ( 477 ) 31

Net periodic pension benefit ( 409 ) ( 264 ) ( 321 )

Pension contributions ( 62 ) ( 121 ) ( 1,314 )

Net loss (gain) on sales of property, businesses, consolidated companies, and investments 3 ( 142 ) ( 11 )

Provision for (benefit from) deferred income tax 174 ( 330 ) ( 477 )

Net periodic pension and OPEB benefit, net ( 1,292 ) ( 340 ) ( 177 )

Pension and OPEB contributions ( 247 ) ( 269 ) ( 323 )

Net (gain) loss on sales of property, businesses, consolidated companies, and investments ( 21 ) 3 ( 142 )

Restructuring and asset related charges - net 289 335 339

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Accounts payable 524 ( 118 ) 149

Deferred revenue 574 71 632

Other assets and liabilities 93 253 ( 935 )

Cash provided by operating activities 2,064 1,070 483

Cash provided by (used for) operating activities 2,727 2,064 1,070

Investing activities

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Investments in and loans to nonconsolidated affiliates ( 4 ) ( 1 ) ( 10 )

Proceeds from sale of ownership interest in non-consolidated affiliates — 21 9

Proceeds from sale of ownership interest in nonconsolidated affiliates — — 21

Purchases of investments ( 204 ) ( 995 ) ( 138 )

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Other investing activities, net ( 1 ) ( 7 ) ( 13 )

Cash used for investing activities ( 674 ) ( 904 ) ( 505 )

Cash provided by (used for) investing activities ( 362 ) ( 674 ) ( 904 )

Financing activities

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Dividends paid to stockholders ( 397 ) ( 388 ) ( 194 )

Payment for acquisition of subsidiary's interest from the non-controlling interest ( 60 ) — —

Payment for acquisition of subsidiary's interest from the noncontrolling interest — ( 60 ) —

Distributions to DowDuPont — — ( 317 )

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Debt extinguishment costs — — ( 79 )

Other financing activities ( 28 ) ( 33 ) ( 88 )

Other financing activities, net ( 30 ) ( 28 ) ( 33 )

Cash provided by (used for) financing activities ( 1,266 ) 303 ( 2,929 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 7 ( 88 ) ( 244 )

Increase (decrease) on cash, cash equivalents and restricted cash 1,700 ( 2,851 ) ( 2,890 )

Cash, cash equivalents and restricted cash at beginning of period 2,173 5,024 7,914

Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents ( 136 ) 7 ( 88 )

Corteva, Inc.

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(In millions) For the Year Ended December 31,

Cash, cash equivalents and restricted cash at end of period 2

2021 2020 2019 1

Increase (decrease) on cash, cash equivalents and restricted cash equivalents 963 1,700 ( 2,851 )

Cash, cash equivalents and restricted cash equivalents at beginning of period 3,873 2,173 5,024

Cash, cash equivalents and restricted cash equivalents at end of period 2

$ 4,836 $ 3,873 $ 2,173

Supplemental cash flow information

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Income taxes 341 229 234

The cash flows for the years ended December 31, 2018 and 2019 includes cash flows of EID's ECP and Specialty Products Entities.

See page F-35 for reconciliation of cash and cash equivalents and restricted cash presented in Consolidated Balance Sheets to total cash, cash equivalents and restricted cash presented in the Consolidated Statements of Cash Flows.

The cash flows for the year ended December 31, 2019 includes cash flows of EID's ECP and Specialty Products Entities.

See page F-30 for reconciliation of cash and cash equivalents and restricted cash equivalents presented in the Consolidated Balance Sheets to total cash, cash equivalents and restricted cash equivalents presented in the Consolidated Statements of Cash Flows.

See Notes to the Consolidated Financial Statements beginning on page F-11.

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CONSOLIDATED STATEMENTS OF EQUITY

(In millions) Common Stock Preferred Stock Additional Paid-in Capital Divisional Equity Retained Earnings (Accum Deficit) Accumulated Other Comp Loss Treasury Stock Non-controlling Interests Total Equity

(In millions) Common Stock Additional Paid-in Capital "APIC" Divisional Equity Retained Earnings (Accum Deficit) Accumulated Other Comp Income (Loss) Non-controlling Interests Total Equity

Balance at January 1, 2019 $ — $ — $ 78,020 $ — $ ( 3,360 ) $ 493 $ 75,153

Net (loss) income ( 5,065 ) 38 ( 5,027 )

Other comprehensive loss ( 2,183 ) ( 2,183 )

Distributions to Dow and DowDuPont ( 2,806 ) ( 2,806 )

Issuance of DowDuPont stock 85 85

Share-based compensation 129 129

Contributions from Dow and DowDuPont 5,363 5,363

Other ( 4 ) 3 ( 1 )

Balance at December 31, 2018 $ — $ — $ 78,020 $ — $ ( 3,360 ) $ — $ 493 $ 75,153

Net (loss) income ( 641 ) ( 318 ) 18 ( 941 )

Other comprehensive loss ( 1,124 ) ( 1,124 )

Net income (loss) ( 641 ) ( 318 ) 18 ( 941 )

Other comprehensive income (loss) ( 1,124 ) ( 1,124 )

Common dividends ($0.26 per share) ( 97 ) ( 97 ) ( 194 )

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Reclassification of Divisional Equity to Additional Paid-in Capital 7 28,070 ( 28,077 ) —

Other ( 3 ) ( 10 ) ( 34 ) ( 47 )

Other - net ( 3 ) ( 10 ) ( 34 ) ( 47 )

Balance at December 31, 2019 $ 7 $ 27,997 $ — $ ( 425 ) $ ( 3,270 ) $ 246 $ 24,555

Net (loss) income 681 20 701

Net income (loss) 681 20 701

Other comprehensive income (loss) 380 380

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Common dividends ($0.52 per share) ( 194 ) ( 194 ) ( 388 )

Common Stock Repurchase ( 216 ) ( 59 ) ( 275 )

Repurchase of common stock ( 216 ) ( 59 ) ( 275 )

Issuance of Corteva stock 56 56

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Balance at December 31, 2020 $ 7 $ 27,707 $ — $ ( 2,890 ) $ 239 $ 25,063

Net income (loss) 1,759 10 1,769

Other comprehensive income (loss) ( 8 ) ( 8 )

Share-based compensation 59 ( 3 ) 56

Common dividends ($0.54 per share) ( 97 ) ( 300 ) ( 397 )

Repurchase of common stock ( 18 ) ( 932 ) ( 950 )

Issuance of Corteva stock 100 100

Other - net ( 10 ) ( 10 )

Balance at December 31, 2021 $ 7 $ 27,751 $ 524 $ ( 2,898 ) $ 239 $ 25,623

See Notes to the Consolidated Financial Statements beginning on page F-11.

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9 Supplementary Information

10 Income Taxes

11 Earnings Per Share of Common Stock

12 Accounts and Notes Receivable - Net

13 Inventories

14 Property, Plant and Equipment

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25 Segment Information

Quarterly Financial Data

26 Subsequent Events

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The company intends to leverage its rich heritage of scientific achievement to advance its robust innovation pipeline and continue to shape the future of responsible agriculture.

The company's broad portfolio of agriculture solutions fuels farmer productivity in approximately 140 countries.

The company's broad portfolio of agriculture solutions fuels farmer productivity around the globe.

Corteva has two reportable segments:

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See Note 25 - Segment Information, to the Consolidated Financial Statements, for additional information on the company's reportable segments.

Throughout this Annual Report on Form 10-K, except as otherwise noted by the context, the terms "Corteva" or "company" used herein mean Corteva, Inc.

Throughout these financial statements, except as otherwise noted by the context, the terms "Corteva" or "company" used herein mean Corteva, Inc.

and its consolidated subsidiaries (including EID) and the term “EID” used herein means E.

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On June 1, 2019, Corteva, Inc.

became an independent, publicly traded company through the previously announced separation (the “Separation”) of the agriculture business of DuPont de Nemours, Inc.

became an independent, publicly traded company through the completed separation (the “Separation”) of the agriculture business of DuPont de Nemours, Inc.

(formerly known as DowDuPont Inc.) (“DowDuPont” or “DuPont”).

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agriculture, materials science and specialty products through a series of tax-efficient transactions (collectively, the "Business Separations”).

Effective as of 5:00 pm ET on April 1, 2019, DowDuPont completed the previously announced separation of its materials science business into a separate and independent public company by way of a distribution of Dow Inc.

Effective as of 5:00 pm ET on April 1, 2019, DowDuPont completed the separation of its materials science business into a separate and independent public company by way of a distribution of Dow Inc.

(“Dow”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow’s common stock, par value $ 0.01 per share, to holders of DowDuPont's common stock, as of the close of business on March 21, 2019 (the “Dow Distribution” and together with the Corteva Distribution, the “Distributions”).

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As part of the Internal Reorganization:

• the assets and liabilities aligned with EID’s materials science business, including EID’s ethylene and ethylene copolymers business, excluding its ethylene acrylic elastomers business, (“EID ECP”) were transferred or conveyed to separate legal entities (the “Materials Science Entities”) that were ultimately conveyed by DowDuPont to Dow;

• the assets and liabilities aligned with the EID’s specialty products business were transferred or conveyed to separate legal entities (“EID Specialty Products Entities”);

• on April 1, 2019, EID transferred and conveyed its Materials Science Entities to DowDuPont;

• on May 1, 2019, EID distributed its Specialty Products Entities to DowDuPont;

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

• the assets and liabilities aligned with EID’s materials science business (“EID ECP”) were transferred or conveyed to separate legal entities that were ultimately conveyed by DowDuPont to Dow on April 1, 2019;

• the assets and liabilities aligned with EID’s specialty products business were transferred or conveyed to separate legal entities (“EID Specialty Products Entities”) that were ultimately distributed to DowDuPont on May 1, 2019;

• on May 2, 2019, DowDuPont conveyed Dow Ag Entities to EID and in connection with the foregoing, EID issued additional shares of its Common Stock to DowDuPont;

• on May 31, 2019, DowDuPont contributed EID to Corteva, Inc.

On May 6, 2019, the Board of Directors of DowDuPont approved the distribution of all the then issued and outstanding shares of common stock of Corteva, Inc., a wholly-owned subsidiary of DowDuPont, to DowDuPont stockholders.

On June 1, 2019, DowDuPont completed the Separation.

On May 6, 2019, the Board of Directors of DowDuPont approved the distribution of all the then issued and outstanding shares of common stock of Corteva, Inc., then a wholly-owned subsidiary of DowDuPont, to DowDuPont stockholders.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

2019, DowDuPont completed the Separation.

Each DowDuPont stockholder received one share of Corteva common stock for every three shares of DowDuPont common stock held at the close of business on May 24, 2019, the record date of distribution.

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Information related to the Corteva Distribution and its effect on the company's financial statements is discussed throughout these Notes to the Consolidated Financial Statements.

As a result of the Business Realignment and the Internal Reorganization discussed above, Corteva owns 100 % of the outstanding common stock of EID, and EID owns 100 % of DAS.

As a result of the Business Realignment and the Internal Reorganization discussed above, Corteva owns 100 % of the outstanding common stock of EID.

EID is a subsidiary of Corteva, Inc.

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transferred as part of the 2019 Internal Reorganizations that were retained.

Divestiture of EID ECP

The transfer of EID ECP meets the criteria for discontinued operations and as such, results of operations are presented as discontinued operations and have been excluded from continuing operations for all periods presented.

The comprehensive income (loss), stockholder's equity and cash flows related to EID ECP have not been segregated and are included in the Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Equity and Consolidated Statements of Cash Flows, respectively, for 2019 and all prior periods.

Amounts related to EID ECP are consistently included or excluded from the Notes to the Consolidated Financial Statements based on the respective financial statement line item.

Divestiture of EID ECP and EID Specialty Products Entities

The transfer of EID ECP and EID Specialty Products Entities meets the criteria for discontinued operations and as such, results of operations are presented as discontinued operations and have been excluded from continuing operations for all periods presented.

The comprehensive income (loss), stockholder's equity and cash flows related to EID ECP and EID Specialty Products Entities have not been segregated and are included in the Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Equity and Consolidated Statements of Cash Flows, respectively, for 2019.

Amounts related to EID ECP and EID Specialty Products Entities are consistently included or excluded from the Notes to the Consolidated Financial Statements based on the respective financial statement line item.

See Note 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements, for additional information.

Divestiture of EID Specialty Products Entities

The transfer of the EID Specialty Products Entities meets the criteria for discontinued operations and as such, results of operations are presented as discontinued operations and have been excluded from continuing operations for all periods presented.

The comprehensive income (loss), stockholder's equity and cash flows related to the EID Specialty Products Entities

Certain reclassifications of prior year's data have been made to conform to current year's presentation.

Since 2018, Argentina has been considered a hyper-inflationary economy under U.S.

GAAP and therefore the U.S.

Dollar (“USD”) is the functional currency for our related subsidiaries.

Argentina contributes approximately 5 percent to both the company's annual Sales and EBITDA.

We remeasure net monetary assets and translate our financial statements utilizing the official Argentine Peso (“Peso”) to USD exchange rate.

The ability to draw down Peso cash balances is limited at this time due to government restrictions and market availability of U.S.

The devaluation of the Peso relative to the USD over the last several years has resulted in the recognition of exchange losses (refer to Note 9 – Supplementary Information, to the Consolidated Financial Statements).

As of December 31, 2021, a further 10 percent deterioration in the official Peso to USD

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

have not been segregated and are included in the Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Equity and Consolidated Statements of Cash Flows, respectively, for 2019 and all prior periods.

Amounts related to the EID Special Products Entities are consistently included or excluded from the Notes to the Consolidated Financial Statements based on the respective financial statement line item.

See Note 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements, for additional information.

exchange rate would reduce the USD value of our net monetary assets and negatively impact pre-tax earnings by approximately $15 million.

We will continue to assess the implications to our operations and financial reporting.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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They are carried at cost plus accrued interest.

Restricted Cash

Restricted cash represents trust assets of $ 347 million and $ 409 million as of December 31, 2020 and 2019, respectively, and is included within other current assets on the Consolidated Balance Sheets.

Restricted Cash Equivalents

Restricted cash equivalents primarily consist of trust assets and contributions to the MOU Escrow Account of $ 377 million and $ 347 million as of December 31, 2021 and 2020, respectively.

The trust assets are classified as current and the contributions to the MOU Escrow Account are classified as noncurrent and included within other current assets and other assets, respectively, in the Consolidated Balance Sheets.

See Note 9 - Supplementary Information, to the Consolidated Financial Statements, for further information.

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The carrying value approximates fair value due to the short-term nature of the investments.

Investments classified as available-for-sale are carried at estimated fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income (loss) or current period earnings if an allowance for credit losses has been established.

Investments classified as debt securities that are available-for-sale are carried at estimated fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income (loss) or current period earnings if an allowance for credit losses has been established.

The cost of investments sold is determined by specific identification.

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A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The company uses the following valuation techniques to measure fair value for its assets and liabilities:

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The company uses the following valuation techniques to measure fair value for its assets and liabilities:

Level 1 – Quoted market prices in active markets for identical assets or liabilities;

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For foreign entities where the USD is the functional currency, all foreign currency-denominated asset and liability amounts are re-measured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill and other intangible assets, which are re-measured at historical rates.

Foreign currency income and expenses are re-measured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts re-measured at historical exchange rates.

Foreign currency income and expenses are re-measured at average exchange rates in effect during each month, except for expenses related to balance sheet amounts re-measured at historical exchange rates.

Exchange gains and losses arising from re-measurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.

For foreign entities where a related foreign currency is the functional currency, assets and liabilities denominated in the related foreign currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are reported, net of their related tax effects, as a component of accumulated other comprehensive loss in equity.

Assets and liabilities denominated in other than the functional currency are re-measured into the functional currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur.

Income and expenses are translated into USD at average exchange rates in effect during the period.

Income and expenses are translated into USD at average exchange rates in effect during each month.

The company changes the functional currency of its separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.

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cost is generally determined by the average cost method.

As of December 31, 2020, approximately 62 % and 38 % of the company's inventories were accounted for under the first-in, first-out ("FIFO") and average cost methods, respectively.

As of December 31, 2019, approximately 59 % and 41 % of the company's inventories were accounted for under the FIFO and average cost methods, respectively.

As of December 31, 2021 and December 31, 2020, approximately 60 % and 40 % of the company's inventories were accounted for under the first-in, first-out ("FIFO") and average cost methods, respectively.

Inventories accounted for under the FIFO method are primarily comprised of products with shorter shelf lives such as seeds.

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When assets are surrendered, retired, sold, or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed from the Consolidated Balance Sheets and included in determining gain or loss on such disposals.

Goodwill and Other Intangible Assets

The company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired.

Goodwill is tested for impairment at the reporting unit level at least annually,

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value.

Goodwill and Other Intangible Assets

The company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired.

Goodwill is tested for impairment at the reporting unit level at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value.

The company performs an annual goodwill impairment test in the fourth quarter.

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If the company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required.

If additional quantitative testing is required, the reporting unit's fair value is compared with its carrying amount, and an impairment charge, if any, is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, limited to the amount of goodwill associated with the reporting unit.

The company determines fair values for each of the reporting units using a discounted cash flow model (a form of the income approach) or the market approach.

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Once these assets are fully amortized, they are removed from the Consolidated Balance Sheets.

The company adopted ASU 2016-02, Leases (Topic 842), and associated ASUs related to Topic 842, in the first quarter of 2019.

Prior periods are not restated and continue to be reported under ASC 840.

Under Topic 842, the company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract.

The company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract.

A contract contains a lease if there is an identified asset and the company has the right to control the asset.

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The company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all asset classes.

In the Consolidated Statements of Operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

In the Consolidated Statements of Operations, lease expense for operating leases is recognized on a straight-line basis over the lease term.

For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term.

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In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.

The company's fair value methodology is an estimate of fair market value which is made based on prices of similar assets or other valuation methodologies including present value techniques.

Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

company's fair value methodology is an estimate of fair market value which is made based on prices of similar assets or other valuation methodologies including present value techniques.

Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased.

Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value.

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Changes in the fair values of derivative instruments that are not designated as hedges are recorded in current period earnings.

For derivative instruments designated as cash flow hedges, the (loss) gain is reported in accumulated other comprehensive loss until it is cleared to earnings during the same period in which the hedged item affects earnings.

For derivative instruments designated as net investment hedges, the (loss) gain is reported within accumulated other comprehensive loss until the subsidiary is divested.

In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the maturation of the hedged transaction, the net gain or loss in accumulated other comprehensive income ("AOCI") generally remains in AOCI until the item that was hedged affects earnings.

For derivative instruments designated as cash flow hedges, the gain (loss) is reported in accumulated other comprehensive income (loss) until it is cleared to earnings during the same period in which the hedged item affects earnings.

For derivative instruments designated as net investment hedges, the gain (loss) is reported within accumulated other comprehensive income (loss) until the subsidiary is divested.

In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the maturation of the hedged transaction, the net gain or loss in accumulated other comprehensive income (loss) generally remains in accumulated other comprehensive income (loss) until the item that was hedged affects earnings.

If a hedged transaction matures, or is sold, extinguished, or terminated prior to the maturity of a derivative designated as a hedge of such transaction, gains or losses associated with the derivative through the date the transaction matured are included in the measurement of the hedged transaction and the derivative is reclassified as for trading purposes.

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Each of these licensed technologies are now trademarks of the Bayer Group, which acquired the Monsanto Company in 2018.

The prepaid royalty asset relates to a series of up-front, fixed and variable royalty payments to utilize the traits in Pioneer’s soybean product mix.

The company’s historical expectation has been that the technology licensed under the Roundup Ready 2 License Agreement would be used as the primary herbicide tolerance trait platform in the Pioneer ® brand soybean through the term of the agreement.

The prepaid royalty asset relates to a series of up-front, fixed and variable royalty payments to utilize the traits in Pioneer’s soybean product mix.The company’s historical expectation has been that the technology licensed under the Roundup Ready 2 License Agreement would be used as the primary herbicide tolerance trait platform in the Pioneer ® brand soybean through the term of the agreement.

DAS and MS Technologies, L.L.C.

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The accelerated prepaid royalty amortization expense represents the difference between the rate of amortization based on the revised number of units expected to contain the Roundup Ready 2 Yield ® and Roundup Ready 2 Xtend ® trait technology and the variable cash rate per the Roundup Ready 2 License Agreement.

Further changes in factors and assumptions associated with usage of the trait platform licensed under the Roundup Ready 2 License Agreement, including the Transition Plan, could further impact the rate of recognition of the prepaid royalty and statement of operations presentation of the accelerated prepaid royalty amortization expense.

Further changes in factors and assumptions associated with usage of the trait platform licensed under the Roundup Ready 2 License Agreement, including the Transition Plan, could further impact the rate of recognition of the prepaid royalty and Consolidated Statement of Operations presentation of the accelerated prepaid royalty amortization expense.

Cost of Goods Sold

Cost of goods sold primarily includes the cost of manufacture and delivery, ingredients or raw materials, direct salaries, wages and benefits and overhead, non-capitalizable costs associated with capital projects, royalties and other operational expenses.

No amortization of intangibles is included within costs of goods sold.

No amortization of intangibles is included within cost of goods sold.

Research and Development

Research and development costs are expensed as incurred.

Research and development expense includes costs (primarily consisting of employee costs, materials, contract services, research agreements, and other external spend) relating to the discovery and development of new products, enhancement of existing products, and regulatory approval of new and existing products.

Selling, General and Administrative Expenses

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Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates.

The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date (see Note 10 - Income Taxes, to the Consolidated Financial Statements, for further information relating to the enactment of the Tax Cuts and Job Act).

The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date.

The company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination.

The current portion of uncertain income tax positions is included in income taxes payable or income tax receivable, and the long-term portion is included in other noncurrent obligations and other noncurrent assets in the Consolidated Balance Sheets.

Income tax related penalties are included in the provision for income taxes in the Consolidated Statements of Operations.

Interest accrued related to unrecognized tax benefits is included within the (benefit from) provision for income taxes from continuing operations in the Consolidated Statements of Operations.

The current portion of uncertain income tax positions is included in income taxes payable or income tax receivable, and the long-term portion is included in other noncurrent obligations or other noncurrent assets in the Consolidated Balance Sheets.

Income tax related penalties are included in the provision for (benefit from) income taxes in the Consolidated Statements of Operations.

Interest accrued related to unrecognized tax benefits is included within the provision for (benefit from) income taxes from continuing operations in the Consolidated Statements of Operations.

Earnings per Common Share

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The calculation of diluted earnings per common share reflects the effect of all potential common shares that were outstanding during the respective periods, unless the effect of doing so is antidilutive.

As a result of the Corteva Distribution, the company changed its reportable segments to seed and crop protection to reflect the manner in which the company's chief operating decision maker assesses performance and allocates resources.

The company also updated its reporting units to align with the level at which discrete financial information is available for review by management.

NOTE 3 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326):

Credit Losses - Measurement of Credit Losses on Financial Statements, which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected.

The amortized cost basis of financial assets should be reduced by expected credit losses to present the net carrying value in the financial statements at the amount expected to be collected.

The measurement of expected credit losses is based on past events, historical experience, current conditions and forecasts that affect the collectability of the financial assets.

Additionally, credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses.

The company adopted the guidance in the first quarter of 2020.

The primary impact of adoption related to the credit losses on accounts and notes receivable, which is applied using a cumulative-effect adjustment in the period of adoption, and prior periods are not restated.

The adoption of ASU 2016-13 did not have a material impact on the company's financial position, results of operations or cash flows.

See Note 10 - Accounts and Notes Receivable - Net, to the Consolidated Financial Statements, for additional information.

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808):

Clarifying the Interaction between Topic 808 and Topic 606, which provides guidance on whether certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account.

Accordingly, this amendment added unit of account guidance in Topic 606 when an entity is assessing whether the collaborative arrangement, or a part of the arrangement, is within the scope of Topic 606.

In addition, the amendment provides certain guidance on presenting the collaborative arrangement transaction together with Topic 606.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

ASU is to be applied retrospectively to the date of initial application of Topic 606.

The company adopted this guidance on January 1, 2020 and it did not have a material impact on the company's financial position, results of operations or cash flows.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848), which provides companies with optional financial reporting alternatives to reduce the cost and complexity associated with the accounting for contracts and hedging relationships affected by reference rate reform.

The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022.

The adoption of ASU 2020-04 did not have a material impact on the company's financial position, results of operations or cash flows, and will apply to future changes.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):

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The adoption of ASU 2021-01 did not have a material impact on the company’s financial position, results of operation or cash flows.

Accounting Guidance Issued But Not Adopted as of December 31, 2020

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes, which as part of the FASB’s Simplification Initiative to identify, evaluate, and improve areas of U.S.

Simplifying the Accounting for Income Taxes, which is part of the FASB’s Simplification Initiative to identify, evaluate, and improve areas of U.S.

GAAP for which cost and complexity can be reduced, while maintaining or improving the usefulness of the information provided to users of financial statements.

This ASU amends ASC 740, Income Taxes, by removing certain exceptions to the general principles, and clarifying and amending current guidance.

The new standard is effective for fiscal years, and periods within those fiscal years, beginning after December 15, 2020.

Early adoption is permitted, however all amended guidance must be adopted in the same period and should be reflected as of the beginning of the annual period if initially adopted and applied during an interim period.

The company does not expect the impact of adoption to be material.

The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

The company adopted this guidance on January 1, 2021 and it did not have a material impact on the company’s financial position, results of operation or cash flows.

Accounting Guidance Issued But Not Adopted as of December 31, 2021

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance, which requires business entities to disclose transactions with a governmental entity for which a grant or contribution accounting model is used in recognizing and measuring such transactions.

This standard is effective for fiscal years beginning after December 15, 2021, and early adoption is permitted.

The company is currently evaluating the impact of adopting this guidance.

NOTE 4 - COMMON CONTROL BUSINESS COMBINATIONS

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Based on an evaluation of the provisions of ASC 805 (Business Combinations), Corteva and DAS represented entities under common control, as both shared DowDuPont as their parent company.

As a result, the assets, liabilities and operations of Corteva and DAS were combined at their historical carrying amounts, and periods prior to the Internal Reorganizations are adjusted as if Corteva and DAS had been combined since the Merger Effectiveness Time, when the entities were first under common control.

As a result, the assets, liabilities and operations of

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Corteva and DAS were combined at their historical carrying amounts, and periods prior to the Internal Reorganizations are adjusted as if Corteva and DAS had been combined since the Merger Effectiveness Time, when the entities were first under common control.

Accordingly, in 2019, the accompanying Consolidated Financial Statements and Notes thereto were retrospectively revised to include the transferred net assets and results of operations of DAS beginning on September 1, 2017.

Refer to Note 1 - Background and Basis of Presentation, for additional information on the common control combination.

The following table provides supplemental results of EID and DAS, as previously reported, for the year ended December 31, 2018:

For the Year Ended December 31, 2018

(In millions) Historical EID Discontinued Operations and Other Adjustments 1

Net Sales $ 26,279 $ ( 17,638 ) $ 5,646 $ 14,287

(Loss) income from continuing operations before income taxes $ ( 4,793 ) $ ( 2,128 ) $ 115 $ ( 6,806 )

Loss from continuing operations after income taxes $ ( 5,013 ) $ ( 1,753 ) $ ( 9 ) $ ( 6,775 )

Reflects discontinued operations of EID's ECP and Specialty Products Entities and adjustments primarily related to the elimination of intercompany transactions between EID and DAS for periods subsequent to the Merger, as if they were combined affiliates, and adjustments made to align historical financial statement presentation of DAS and Corteva.

Intercompany balances and transactions with Historical EID and DAS have been eliminated.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 5 - DIVESTITURES AND OTHER TRANSACTIONS

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In connection with the Distributions, DuPont, Corteva, and Dow (together, the “Parties” and each a “Party”) entered into certain agreements to effect the separation, provide for the allocation of DowDuPont’s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among the Parties, and provide a framework for Corteva's relationship with Dow and DuPont following the separations and Distributions (collectively, the "Separation Agreements").

The Parties entered into, among other agreements, the following agreements:

• Separation and Distribution Agreement - Effective April 1, 2019, the Parties entered into an agreement that sets forth, among other things, the agreements among the Parties regarding the principal transactions necessary to effect the Distributions.

It also sets forth other agreements that govern certain aspects of the Parties’ ongoing relationships after the completion of the Distributions (the "Corteva Separation Agreement").

• Tax Matters Agreement - The Parties entered into an agreement effective as of April 1, 2019 as amended on June 1, 2019 that governs their 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.

• Employee Matters Agreement - The Parties entered into an agreement that identifies employees and employee-related liabilities (and attributable assets) to be allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments will occur.

• Intellectual Property Cross-License Agreement - Effective as of April 1, 2019 Corteva and Dow, and effective June 1, 2019 Corteva and DuPont entered into Intellectual Property Cross-License Agreements.

The Intellectual Property Cross-License Agreements set forth the terms and conditions under which the applicable Parties may use in their respective businesses, following each of the Distributions, certain know-how (including trade secrets), copyrights, and software, and certain patents and standards, allocated to another Party pursuant to the Corteva Separation Agreement.

• Letter Agreement - DuPont and Corteva entered into a Letter Agreement.

The Letter Agreement sets forth certain additional terms and conditions related to the Separation, including certain limitations on each party’s ability to transfer certain businesses and assets to third parties without assigning certain of such party’s indemnification obligations under the Corteva Separation Agreement to the other party to the transferee of such businesses and assets or meeting certain other alternative conditions.

Effective April 1, 2019, the Parties entered into the following agreements referred to herein as:

the Separation and Distribution Agreement (the “Corteva Separation Agreement”);

the Tax Matters Agreement;

the Employee Matters Agreement;

and the Intellectual Property Cross-License Agreement.

Effective June 1, 2019, in connection with the Corteva Distribution, Corteva and DuPont entered into the following agreements:

the Intellectual Property Cross-License Agreement (the “Corteva-DuPont IP Cross-License Agreement”);

the Letter Agreement;

and the Amended and Restated Tax Matters Agreement.

Pursuant to the Separation Agreements, DuPont and Corteva indemnifies the other against certain litigation, environmental, tax, workers' compensation and other liabilities that arose prior to the Corteva Distribution.

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At December 31, 2021, the indemnification assets are $ 25 million within accounts and notes receivable - net and $ 75 million within other assets in the Consolidated Balance Sheet.

At December 31, 2020, the indemnification liabilities are $ 5 million within accrued and other current liabilities and $ 79 million within other noncurrent obligations in the Consolidated Balance Sheet.

At December 31, 2021, the indemnification liabilities are $ 75 million within other noncurrent obligations in the Consolidated Balance Sheet.

Pursuant to the Separation Agreements, Dow and Corteva indemnifies the other against certain litigation, environmental, tax and other liabilities that arose prior to the Corteva Distribution.

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In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable.

At December 31, 2020, the indemnification assets are $ 5 million within accounts and notes receivable - net in the Consolidated Balance Sheet.

At December 31, 2021, the indemnification liabilities are $ 20 million within accrued and other current liabilities and $ 42 million within other noncurrent obligations in the Consolidated Balance Sheet.

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As a result, the financial results of EID ECP are reflected as discontinued operations, as summarized below:

For the Year Ended December 31,

(In millions) 2019 2018

(In millions) For the Year Ended December 31, 2019

Net sales $ 362

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Other income - net

Income from discontinued operations before income taxes 23 186

Provision for income taxes on discontinued operations 4 35

Income from discontinued operations after income taxes $ 19 $ 151

(Loss) income from discontinued operations before income taxes 23

Provision for (benefit from) income taxes on discontinued operations 4

(Loss) income from discontinued operations after income taxes $ 19

The following table presents the depreciation, amortization of intangibles, and capital expenditures of the discontinued operations related to EID ECP:

For the Year Ended December 31,

(In millions) 2019 2018

(In millions) For the Year Ended December 31, 2019

Depreciation $ 28

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As a result, the financial results of the EID Specialty Products Entities are reflected as discontinued operations, as summarized below:

For the Year Ended December 31,

(In millions) 2019 2018

(In millions) For the Year Ended December 31, 2019

Net sales $ 5,030

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(Loss) income from discontinued operations before income taxes ( 779 )

Provision for income taxes on discontinued operations 80 340

Provision for (benefit from) income taxes on discontinued operations 80

(Loss) income from discontinued operations after income taxes $ ( 859 )

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As a result of the Internal Reorganization, in the second quarter of 2019, EID assessed the recoverability of the goodwill within the electronics and communications, protection solutions, nutrition and health, transportation and advanced polymers, packaging and specialty plastics, industrial biosciences, and clean technologies reporting units, and the overall carrying value of the net assets in the disposal group that was distributed to DowDuPont on May 1, 2019.

As a result of this analysis, the company determined that the fair value of certain reporting units related to the EID specialty products businesses were below carrying value resulting in pre-tax, non-cash goodwill impairment charges totaling $ 1,102 million reflected in loss from discontinued operations after income taxes.

As a result of this analysis, the company determined that the fair value of certain reporting units related to the EID specialty products businesses were below carrying value resulting in pre-tax, non-cash goodwill impairment charges totaling $ 1,102 million reflected in (loss) income from discontinued operations after income taxes.

Revised financial projections reflect unfavorable market conditions, driven by slowed demand in the biomaterials business unit, coupled with challenging conditions in U.S.

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Based on updated projections, the company determined the fair value of an equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment.

As a result, management concluded the impairment was other-than-temporary and recorded an impairment charge of $ 63 million, reflected in loss from discontinued operations after income taxes.

As a result, management concluded the impairment was other-than-temporary and recorded an impairment charge of $ 63 million, reflected in (loss) income from discontinued operations after income taxes.

Additionally, this impairment is reflected within restructuring and asset related charges - net in the year ended December 31, 2019, within the table above.

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For the year ended December 31, 2019, the company recorded income from discontinued operations after income taxes related to the Divested Ag Business of $ 80 million related to changes in accruals for certain prior year tax positions.

For the year ended December 31, 2018, the company recorded a loss from discontinued operations before income taxes related to the Divested Ag Business of $( 10 ) million, $( 5 ) million after tax.

Performance Chemicals

On July 1, 2015, Historical DuPont completed the separation of its Performance Chemicals segment through the spin-off of all of the issued and outstanding stock of The Chemours Company (the "Chemours Separation").

In connection with the Chemours Separation, Historical DuPont and The Chemours Company ("Chemours") entered into a Separation Agreement (as amended, the "Chemours Separation Agreement"), discussed below, a Tax Matters Agreement and certain ancillary agreements, including an employee matters agreement, agreements related to transition and site services, and intellectual property cross licensing

arrangements.

In addition, the companies have entered into certain supply agreements.

Separation Agreement

The Chemours Separation Agreement sets forth, among other things, the agreements between the company and Chemours regarding the principal transactions necessary to effect the Chemours Separation and also sets forth ancillary agreements that govern certain aspects of the company’s relationship with Chemours after the separation.

Among other matters, the Chemours Separation Agreement and the ancillary agreements provide for the allocation between Historical DuPont and Chemours of

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the completion of the Chemours Separation.

Pursuant to the Chemours Separation Agreement, Chemours indemnifies the company against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the distribution.

The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments.

In 2017, EID and Chemours amended the Chemours Separation Agreement to provide for a limited sharing of potential future perfluorooctanoic acid (“PFOA”) liabilities for a period of five years beginning July 6, 2017.

In January 2021, Chemours, DuPont and Corteva entered into a binding memorandum of understanding ("MOU") amending the Chemours Separation Agreement, and thereby replacing the 2017 amendment.

In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable.

At December 31, 2020, the indemnified assets are $ 66 million within accounts and notes receivable - net and $ 257 million within other assets (along with the corresponding liabilities within accrued and other current liabilities and other noncurrent obligations on the Consolidated Balance Sheet).

Additionally, at December 31, 2020 the company recorded indemnification liabilities related to the MOU, primarily associated with environmental remediation related to PFAS, of $ 8 million within accrued and other current liabilities and $ 31 million within other noncurrent obligations in the Consolidated Balance Sheet with corresponding charges to (loss) income from discontinued operations after income taxes, during the year ended December 31, 2020.

In addition, in January 2021 Chemours, DuPont and Corteva agreed to settle approximately 95 matters, as well as unfiled matters remaining in the Ohio MDL, for $ 83 million, with Chemours contributing $ 29 million to the settlement, and DuPont and Corteva contributing $ 27 million each.

The company has recorded a liability for its share of the settlement, with a charge to (loss) income from discontinued operations after income taxes, during the year ended December 31, 2020.

See Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for further discussion of the amendment to the Chemours Separation Agreement, memorandum of understanding and certain litigation and environmental matters indemnified by Chemours.

Other Discontinued Operations Activity

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For the year ended December 31, 2019, the company recorded income from discontinued operations after income taxes of $ 89 million related to the adjustment of certain unrecognized tax benefits for positions taken on items from prior years from previously divested businesses.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 6 - REVENUE

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The company elected the practical expedient and does not adjust the promised amount of consideration for the effects of a significant financing component when the company expects it will be one year or less between when a customer obtains control of the company's product and when payment is due.

The company has elected to recognize shipping and handling activities when control has transferred to the customer as an expense in cost of goods sold.

When the company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to or at shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized.

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.

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All estimates are based on the company's historical experience, anticipated performance, and the company's best judgment at the time the estimate is made.

Estimates of variable consideration included in the transaction price utilize either the expected value method or most likely amount depending on the nature of the variable consideration.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

estimates are reassessed each reporting period and are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur upon resolution of uncertainty associated with the variable consideration.

Estimates of variable consideration included in the transaction price primarily utilize the expected value method based on historical experience.

These estimates are reassessed each reporting period and are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur upon resolution of uncertainty associated with the variable consideration.

The majority of contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as quantity times price per unit.

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The transaction price allocated to remaining performance obligations with an original duration of more than one year related to material rights granted to customers for contract renewal options were $ 123 million and $ 115 million at December 31, 2021 and December 31, 2020, respectively.

The company expects revenue to be recognized for the remaining performance obligations over the next 1 year to 6 years.

The company expects revenue to be recognized for the remaining performance obligations evenly over the period of 1 year to 6 years.

Contract Balances

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Corteva classifies deferred revenue as current or noncurrent based on the timing of when the company expects to recognize revenue.

Contract assets primarily include amounts related to contractual rights to consideration for completed performance not yet invoiced.

Contract assets primarily include amounts related to conditional rights to consideration for completed performance not yet invoiced.

Accounts receivable are recorded when the right to consideration becomes unconditional.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Contract Balances December 31, 2021 December 31, 2020

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Deferred revenue - current $ 3,201 $ 2,662

$ 2,662 $ 2,584

Deferred revenue - noncurrent 4

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Included in other assets in the Consolidated Balance Sheets.

Included in accrued and other current liabilities in the Consolidated Balance Sheets.

Included in other noncurrent obligations in the Consolidated Balance Sheets.

Revenue recognized during the year ended December 31, 2020 from amounts included in deferred revenue at the beginning of the period was $ 2,540 million ($ 2,146 million for the year ended December 31, 2019).

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Revenue recognized during the year ended December 31, 2021, December 31, 2020, and December 31, 2019 from amounts included in deferred revenue at the beginning of the period was $ 2,613 million, $ 2,540 million, and $ 2,146 million, respectively.

Disaggregation of Revenue

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Total $ 15,655 $ 14,217 $ 13,846

Prior periods have been reclassified to conform to current period presentation.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Sales are attributed to geographic regions based on customer location.

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Europe, Middle East, and Africa ("EMEA") .

Refer to Note 24 - Geographic Information, for the breakout of consolidated net sales by geographic region.

Refer to Note 24 - Geographic Information, for the breakout of consolidated net sales by geographic area.

NOTE 7 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

2021 Restructuring Actions

During the first quarter of 2021, Corteva approved restructuring actions designed to right-size and optimize its footprint and organizational structure according to the business needs in each region with the focus on driving continued cost improvement and productivity.

The company recorded net pre-tax restructuring charges in 2021 under the 2021 Restructuring Actions, as disclosed in the tables below.

The company does not anticipate any additional material charges from the 2021 Restructuring Actions as actions associated with this charge are substantially complete.

The charges related to the 2021 Restructuring Actions related to the segments, as well as corporate expenses, were as follows:

(In millions) For the Year Ended December 31, 2021

Crop Protection 55

Corporate expenses 81

The following table is a summary of charges incurred related to 2021 Restructuring Actions for the year ended December 31, 2021:

(In millions) For the Year Ended December 31, 2021

Severance and related benefit costs $ 74

Asset related charges 51

Contract termination charges 42

Total restructuring and asset charges - net $ 167

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 7 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

A reconciliation of the December 31, 2020 to the December 31, 2021 liability balances related to the 2021 Restructuring Actions is summarized below:

(In millions) Severance and Related Benefit Costs Asset Related 1

Contract Termination 2

Balance at December 31, 2020 $ — $ — $ — $ —

Charges to income from continuing operations 74 51 42 167

Payments ( 22 ) — ( 30 ) ( 52 )

Asset write-offs — ( 51 ) — ( 51 )

Balance at December 31, 2021 $ 52 $ — $ 12 $ 64

In addition, the company has a liability recorded for asset retirement obligations of $ 6 million as of December 31, 2021.

The liability for contract terminations includes lease obligations.

The cash impact of these obligations will be substantially complete by the end of 2022 .

Execute to Win Productivity Program

During the first quarter of 2020, Corteva approved restructuring actions designed to improve productivity through optimizing certain operational and organizational structures primarily related to the Execute to Win Productivity Program.

The company recorded net pre-tax restructuring charges in 2020 under the Execute to Win Program, as disclosed in the tables below.

Future cash payments related to this charge are anticipated to be $ 77 million, primarily related to the payment of severance and related benefits and asset retirement obligations.

The company does not anticipate any additional material charges from the Execute to Win Program as actions associated with this charge are substantially complete.

The company recorded net pre-tax restructuring charges of $ 185 million inception-to-date under the Execute to Win Productivity Program, consisting of $ 124 million of asset related charges and $ 61 million of severance and related benefit costs.

Actions associated with the Execute to Win Productivity Program were substantially complete by the end of 2020.

The Execute to Win Productivity Program charges related to the segments, as well as corporate expenses, were as follows:

(In millions) For the Year Ended December 31, 2020

For the Year Ended December 31,

(In millions) 2021 2020

Seed $ — $ 15

Crop Protection 11 98

Corporate expenses ( 2 ) 63

Total $ 9 $ 176

The below is a summary of charges incurred related to the Execute to Win Productivity Program for the year ended December 31, 2020:

(In millions) For the Year Ended December 31, 2020

For the Year Ended December 31,

(In millions) 2021 2020

Severance and related benefit costs - net $ ( 2 ) $ 63

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A reconciliation of the December 31, 2020 to the December 31, 2021 liability balances related to the Execute to Win Productivity Program is summarized below:

(In millions) Severance and Related Benefit (Credits) Costs Asset Related Charges Total

(In millions) Severance and Related Benefit (Credits) Costs Asset Related 1

Balance at December 31, 2020 $ 53 $ 3 $ 56

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Balance at December 31, 2021 $ 24 $ — $ 24

In addition to the above, the company has recorded asset retirement obligations of $ 21 million as of December 31, 2020.

The asset retirement obligations relate to the company’s required demolition and removal for buildings and equipment, primarily at third party leased sites and will be recognized as asset related charges over the remaining useful lives of the related assets.

The company’s leases require these assets be removed from leased land within 12 - 24 months of operations being ceased.

The company ceased substantially all operations in 2020 and the assets are expected to be removed within the contractual timeframe.

In addition, the company has a liability recorded for asset retirement obligations of $ 13 million as of December 31, 2021.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

DowDuPont Cost Synergy Program

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The Synergy Program was designed to integrate and optimize the organization following the Merger and in preparation for the Business Separations.

The company recorded net pre-tax restructuring charges of $ 845 million from inception-to-date under the Synergy Program, consisting of severance and related benefit costs of $ 317 million, contract termination costs of $ 193 million, and asset related charges of $ 335 million.

The company recorded net pre-tax restructuring charges of $ 833 million inception-to-date under the Synergy Program, consisting of severance and related benefit costs of $ 316 million, contract termination costs of $ 190 million, and asset related charges of $ 327 million.

Actions associated with the Synergy Program, including employee separations, were substantially complete by the end of 2019.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The Synergy Program net charges (benefits) related to the segments, as well as corporate expenses, were as follows:

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Total restructuring and asset related charges - net $ ( 12 ) $ — $ 92

Account balances and activity for the Synergy Program are summarized below:

(In millions) Severance and Related Benefit (Credits) Costs Costs Associated with Exit and Disposal Activities 1

Asset Related Charges Total

Balance at December 31, 2019 $ 29 $ 40 $ — $ 69

(Benefits) charges to income from continuing operations for the year ended December 31, 2020 ( 2 ) — 5 3

Payments ( 19 ) ( 10 ) 2 ( 27 )

Asset write-offs — — ( 7 ) ( 7 )

Balance at December 31, 2020 $ 8 $ 30 $ — $ 38

Relates primarily to contract terminations charges.

DowDuPont Agriculture Division Restructuring Program

During the fourth quarter of 2018 and in connection with the ongoing integration activities, DowDuPont approved restructuring actions to simplify and optimize certain organizational structures in preparation for the Business Separations.

The company recorded net pre-tax restructuring charges, from inception-to-date, as disclosed in the tables below.

The actions related to this program were completed in 2019.

The DowDuPont Agriculture Division Restructuring Program (benefits) charges related to the segments, as well as corporate expenses, were as follows:

(In millions) For the Year Ended December 31, 2019 For the Year Ended December 31, 2018

Crop Protection ( 4 ) 1

Corporate expenses ( 13 ) 78

Total $ ( 14 ) $ 84

The below is a summary of net (benefits) charges incurred related to the DowDuPont Agriculture Division Restructuring Program for the years ended December 31, 2019 and 2018:

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

(In millions) For the Year Ended December 31, 2019 For the Year Ended December 31, 2018

Severance and related benefit (credits) costs - net $ ( 17 ) $ 78

Asset related charges 3 6

Total $ ( 14 ) $ 84

Other Asset Related Charges

For the year ended December 31, 2020, the company recognized $ 159 million, in restructuring and asset related charges, net in the Consolidated Statement of Operations, from non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

For the years ended December 31, 2021 and 2020, the company recognized $ 125 million and $ 159 million, respectively, in restructuring and asset related charges - net in the Consolidated Statements of Operations, from non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

Asset Impairment

During the third and fourth quarters of 2019, the company recognized non-cash impairment charges of $ 54 million pre-tax ($ 41 million after-tax) and $ 90 million pre-tax ($ 69 million after-tax), respectively, in restructuring and asset related charges - net in the company's Consolidated Statements of Operations related to certain in-process research and development ("IPR&D") assets within the seed segment.

Refer to Note 15 - Goodwill and Other Intangible Assets, and Note 23 - Fair Value Measurements, for further information.

During the third quarter of 2018, the company recognized an $ 85 million pre-tax ($ 66 million after-tax) non-cash impairment charge in restructuring and asset related charges - net in the company's Consolidated Statements of Operations related to certain IPR&D within the seed segment.

During the year ended December 31, 2019, the company recognized non-cash impairment charges of $ 144 million pre-tax ($ 110 million after-tax) in restructuring and asset related charges - net in the company's Consolidated Statements of Operations related to certain in-process research and development ("IPR&D") assets within the seed segment.

Refer to Note 15 - Goodwill and Other Intangible Assets, and Note 23 - Fair Value Measurements, for further information.

In addition, in 2018, based on updated projections for the company’s investments in nonconsolidated affiliates in China related to the seed segment, management determined the fair values of the investments in nonconsolidated affiliates were below the carrying values and had no expectation the fair values would recover due to the continuing unfavorable regulatory environment including lack of intellectual property protection, uncertain product registration timing and limited freedom to operate.

As a result, management concluded the impairment was other than temporary and in the third quarter of 2018 recorded a non-cash impairment charge of $ 41 million in restructuring and asset related charges - net in the company's Consolidated Statements of Operations, none of which is tax-deductible.

Refer to Note 23 - Fair Value Measurements, for further information.

NOTE 8 - RELATED PARTY TRANSACTIONS

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Following the Merger and prior to the Dow Distribution, Corteva reported transactions with Historical Dow and its affiliates as related party transactions.

Purchases from Historical Dow and its affiliates were $ 42 million, and $ 149 million for the years ended December 31, 2019 and 2018, respectively.

Transactions with DowDuPont

In November 2017, DowDuPont's Board of Directors authorized an initial $ 4,000 million share repurchase program to buy back shares of DowDuPont common stock.

The $ 4,000 million share repurchase program was completed in the third quarter of 2018.

In February, May, August and November 2018, the DowDuPont Board declared first, second, third and fourth quarter dividends per share of DowDupont common stock payable on March 15, 2018, June 15, 2018, September 15, 2018 and December 14, 2018, respectively.

For the year ended December 31, 2018, EID declared and paid distributions in cash to DowDuPont of about $ 2,806 million primarily to fund a portion of DowDuPont's share repurchases and dividend payments for these periods.

In addition, in 2019 and 2018, DowDuPont contributed cash to Corteva to fund portions of the company's debt redemption/repayment transactions.

In 2019 DowDuPont contributed cash to Corteva to fund portions of the company's debt redemption/repayment transactions.

See Note 17 - Long-Term Debt and Available Credit Facilities, to the Consolidated Financial Statements, for additional information.

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Interest income $ 77 $ 56 $ 59

Equity in losses of affiliates - net — ( 9 ) ( 1 )

Net (loss) gain on sales of businesses and other assets 1

Net exchange losses 2,3

Equity in earnings (losses) of affiliates - net 14 — ( 9 )

Net gain (loss) on sales of businesses and other assets 1

Net exchange gains (losses) 2

( 54 ) ( 174 ) ( 99 )

Non-operating pension and other post employment benefit credit 4

Miscellaneous (expenses) income - net 5

Non-operating pension and other post employment benefit credit (costs) 3

1,318 368 191

Miscellaneous income (expenses) - net 4

( 28 ) ( 36 ) 9

Other income - net $ 1,348 $ 212 $ 215

The year ended December 31, 2021 includes a gain of $19 million relating to the sale of a business in Asia Pacific in the crop protection segment.

The year ended December 31, 2020 includes a loss of $( 53 ) million and a gain of $ 27 million relating to the expected sale of the La Porte site, for which the company signed an agreement in 2020, and the sale of a business in Asia Pacific in the crop protection segment, respectively.

2 Includes net pre-tax exchange losses of $( 82 ) million, $( 51 ) million and $( 68 ) million associated with the devaluation of the Argentine peso for the years ended December 31, 2020, 2019 and 2018, respectively.

3 Includes a $( 50 ) million foreign exchange loss for the year ended December 31, 2018 related to adjustments to foreign currency exchange contracts as a result of U.S.

tax reform, which is included within significant items.

4 Includes non-service related components of net periodic benefit credits (costs) (interest cost, expected return on plan assets, amortization of unrecognized (gain) loss, amortization of prior service benefit and settlement (loss) gain).

5 Miscellaneous (expenses) income - net, includes losses from sale of receivables, tax indemnification adjustments related to changes in indemnification balances as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont, and other items.

In addition, the year ended December 31, 2018 includes a $( 53 ) million loss related to the deconsolidation of a subsidiary (refer to Note 25 - Segment Information).

Refer to Note 12 - Accounts and Notes Receivable - Net, for additional information on losses on the sale of receivables.

Includes net pre-tax exchange gains (losses) of $( 67 ) million, $( 82 ) million and $( 51 ) million associated with the devaluation of the Argentine peso for the years ended December 31, 2021, 2020 and 2019, respectively.

Includes non-service related components of net periodic benefit credits (costs) (interest cost, expected long-term rate of return on plan assets, amortization of unrecognized gain (loss), amortization of prior service benefit and settlement gain (loss)).

Miscellaneous income (expenses) - net, includes losses from sale of receivables, tax indemnification adjustments related to changes in indemnification balances as a result of the application of the terms of the Tax Matters Agreement between Corteva and Dow and/or DuPont, and other items.

The year ended December 31, 2021 also includes the Employee Retention Credit of $ 60 million pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act (“CAA”) and American Rescue Plan Act (“ARPA”), a gain from the remeasurement of an equity investment of $ 47 million, a charge related to a contract termination with a third-party service provider of $( 54 ) million and the 2021 officer indemnification payment.

Corteva, Inc.

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The hedging program gains (losses) are largely taxable (tax deductible) in the United States (U.S.), whereas the offsetting exchange gains (losses) on the remeasurement of the net monetary asset positions are often not taxable (tax deductible) in their local jurisdictions.

The net pre-tax exchange gains (losses) are recorded in other income (expense) - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the Consolidated Statements of Operations.

The net pre-tax exchange gains (losses) are recorded in other income - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the Consolidated Statements of Operations.

For the Year Ended December 31,

(In millions) 2021 2020 2019

Subsidiary Monetary Position (Loss) Gain

Pre-tax exchange (loss) gain $ ( 263 ) $ ( 41 ) $ ( 221 )

Local tax benefits (expenses) 34 2 ( 31 )

Net after-tax impact from subsidiary exchange loss $ ( 229 ) $ ( 39 ) $ ( 252 )

Hedging Program (Loss) Gain

Subsidiary Monetary Position Gain (Loss)

Pre-tax exchange gain (loss) $ ( 72 ) $ ( 263 ) $ ( 41 )

Local tax (expenses) benefits ( 30 ) 34 2

Net after-tax impact from subsidiary exchange gain (loss) $ ( 102 ) $ ( 229 ) $ ( 39 )

Hedging Program Gain (Loss)

Pre-tax exchange gain (loss) $ 18 $ 89 $ ( 58 )

Tax (expenses) benefits ( 4 ) ( 21 ) 13

Net after-tax impact from hedging program exchange gain (loss) $ 14 $ 68 $ ( 45 )

Total Exchange (Loss) Gain

Pre-tax exchange loss $ ( 174 ) $ ( 99 ) $ ( 127 )

Tax benefits (expenses) 13 15 ( 52 )

Net after-tax exchange loss $ ( 161 ) $ ( 84 ) $ ( 179 )

Cash, cash equivalents and restricted cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash (included in other current assets) presented in the Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash presented in the Consolidated Statements of Cash Flows.

Total Exchange Gain (Loss)

Pre-tax exchange gain (loss) $ ( 54 ) $ ( 174 ) $ ( 99 )

Tax (expenses) benefits ( 34 ) 13 15

Net after-tax exchange gain (loss) $ ( 88 ) $ ( 161 ) $ ( 84 )

Cash, cash equivalents and restricted cash equivalents

The following table provides a reconciliation of cash and cash equivalents and restricted cash equivalents presented in the Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash equivalents presented in the Consolidated Statements of Cash Flows.

Corteva classifies restricted cash equivalents as current or noncurrent based on the nature of the restrictions, which are included in other current assets and other assets, respectively, in the Consolidated Balance Sheets.

(In millions) December 31, 2021 December 31, 2020

Cash and cash equivalents $ 4,459 $ 3,526

Restricted cash 347 409

Total cash, cash equivalents and restricted cash 3,873 2,173

EID entered into a trust agreement in 2013 (as amended and restated in 2017), establishing and requiring EID to fund a trust (the "Trust") for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement.

Under the Trust agreement, the consummation of the Merger was a change in control event.

Restricted cash at December 31, 2020 and December 31, 2019 is related to the Trust.

Accrued and other current liabilities

Accrued and other current liabilities were $ 4,807 million at December 31, 2020 and $ 4,434 million at December 31, 2019.

Refer to Note 6 - Revenue, for discussion of deferred revenue, which is a component of accrued and other current liabilities.

No other components of accrued and other current liabilities were more than 5 percent of total current liabilities.

Restricted cash equivalents 377 347

Total cash, cash equivalents and restricted cash equivalents $ 4,836 $ 3,873

Restricted cash equivalents primarily relates to (i) a trust funded by EID for cash obligations under certain non-qualified benefit and deferred compensation plans due to the Merger, which was a change in control event, and is classified as current;

and (ii) contributions to the MOU Escrow Account as further described in Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, which is classified as noncurrent.

Accounts payable

Accounts payable was $ 3,615 million at December 31, 2020 and $ 3,702 million at December 31, 2019.

Accounts payable - trade, which is a component of accounts payable, was $ 2,557 million at December 31, 2020 and $ 2,577 million at December 31, 2019.

Accounts payable - other, which is a component of accounts payable, was $ 1,058 million at December 31, 2020 and $ 927 million at December 31, 2019.

Accounts payable was $ 4,126 million and $ 3,615 million at December 31, 2021 and December 31, 2020, respectively.

Accounts payable - trade, which is a component of accounts payable, was $ 3,023 million and $ 2,557 million at December 31, 2021 and December 31, 2020, respectively.

Accounts payable - other, which is a component of accounts payable, was $ 1,103 million and $ 1,058 million at December 31, 2021 and December 31, 2020, respectively.

No other components of accounts payable were more than 5 percent of total current liabilities.

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NOTE 10 - INCOME TAXES

On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”) was enacted.

The Act reduced the U.S.

federal corporate income tax rate from 35 percent to 21 percent, required companies to pay a one-time transition tax (“transition tax”) on earnings of certain foreign subsidiaries that were previously tax deferred, created new provisions related to foreign sourced earnings, eliminated the domestic manufacturing deduction and moved to a territorial system.

At December 31, 2017, the Company had not completed its accounting for the tax effects of The Act;

however, as described below, the company made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax.

In accordance with Staff Accounting Bulletin 118 ("SAB 118"), income tax effects of The Act were refined upon obtaining, preparing, or analyzing additional information during the measurement period.

At December 31, 2018, the company had completed its accounting for the tax effects of The Act.

• As a result of The Act, the company remeasured its U.S.

federal deferred income tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent.

The company recorded a cumulative benefit of $( 2,847 ) million (which includes a $( 34 ) million benefit in the year ended December 31, 2018) to benefit from income taxes on continuing operations with respect to the remeasurement of the company's deferred tax balances.

Of the $( 34 ) million benefit, $( 114 ) million relates to the company's discretionary pension contribution in 2018, which was deducted on a 2017 tax return.

The remaining charges relate to purchase accounting adjustments made throughout 2018.

• The Act requires a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits (“E&P”), which results in a one-time transition tax.

The company recorded a cumulative charge of $ 928 million (which includes a $ 182 million charge in the year ended December 31, 2018) to benefit from income taxes on continuing operations with respect to the one-time transition tax.

• In the year ended December 31, 2018, the company recorded a $ 16 million charge to benefit from income taxes on continuing operations associated with an indirect impact of The Act related to prepaid tax on the intercompany sale of inventory.

For tax years beginning after December 31, 2017, The Act introduces new provisions for U.S.

taxation of certain global intangible low-taxed income (“GILTI”).

The company has made the policy election to record any liability associated with GILTI in the period in which it is incurred.

Domestic and foreign components of the income (loss) from continuing operations before income taxes and the provision for (benefit from) current and deferred tax expense (benefit) are shown below:

Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income Taxes For the Year Ended December 31,

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Foreign 329 222 317

Total current tax expense $ 259 $ 307 $ 302

Deferred tax (benefit) expense

Total current tax expense (benefit) $ 322 $ 259 $ 307

Deferred tax expense (benefit)

Federal $ 164 $ ( 116 ) $ ( 392 )

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Foreign ( 17 ) ( 251 ) ( 117 )

Total deferred tax benefit $ ( 340 ) $ ( 353 ) $ ( 333 )

Benefit from income taxes on continuing operations ( 81 ) ( 46 ) ( 31 )

Total deferred tax expense (benefit) $ 202 $ ( 340 ) $ ( 353 )

Provision for (benefit from) income taxes on continuing operations 524 ( 81 ) ( 46 )

Net income (loss) from continuing operations after taxes $ 1,822 $ 756 $ ( 270 )

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The effective income tax rate applicable to income (loss) from continuing operations before income taxes was different from the statutory U.S.

federal income tax rate due to the factors listed in the following table:

Reconciliation to U.S.

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1.9 3.5 ( 1.8 )

SAB 118 Impact of Enactment of U.S.

State and local incomes taxes - net 2.1 4.0 3.2

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Tax settlements and expiration of statute of limitations — 0.4 3.9

Goodwill impairment 8

Other - net 2.3 2.2 ( 0.9 )

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GAAP results.

Includes a tax benefit of $( 51 ) million for the year ended December 31, 2020, related to a return to accrual adjustment associated with an elective change in accounting method for the 2019 tax year impact of The Act's foreign tax provisions.

See Notes 4 - Common Control Business Combination, and Note 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements, for additional information.

Includes a net tax charge of $ 50 million related to repatriation activities to facilitate the Business Separations for the year ended December 31, 2018.

Includes a net tax charge of $ 25 million for the year ended December 31, 2018 related to an internal legal entity restructuring associated with the Business Separations.

Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized.

Further information about the company's foreign currency hedging program is included in Note 9 - Supplementary Information, and Note 22 - Financial Instruments, under the heading Foreign Currency Risk.

Reflects a net tax charge of $ 164 million associated with the company's completion of the accounting for the tax effects of The Act for the year ended December 31, 2018.

Reflects tax benefits of $( 182 ) million primarily driven by the recognition of an elective cantonal component of the recent enactment of the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform") for the year ended December 31, 2020.

Reflects tax benefits of $( 38 ) million associated with the enactment of the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform"), for the year ended December 31, 2019.

Reflects the impact of the non-tax-deductible, non-cash impairment charge for the agriculture reporting unit and corresponding $ 75 million tax charge associated with a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil for the year ended December 31, 2018.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Significant components of our net deferred tax asset (liability) were attributable to:

Deferred Tax Balances at December 31, 2021 2020

(In millions) Assets Liabilities Assets Liabilities

Property $ — $ 170 $ — $ 369

$ — $ 341 $ — $ 297

Tax loss and credit carryforwards 2,3

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Total $ 1,829 $ 2,611 $ 2,286 $ 2,715

Net Deferred Tax Liability $ ( 429 ) $ ( 633 )

Net Deferred Tax Asset (Liability) $ ( 782 ) $ ( 429 )

Prior year classifications in property and other accruals and reserves have been adjusted from their previous presentation.

Adjustments did not impact the amount of the net deferred tax asset (liability) recorded in the Consolidated Balance Sheets.

Primarily related to the realization of recorded tax benefits on tax loss and credit carryforwards from operations in the United States, Brazil, and Spain.

In connection with the company's 2021 internal legal entity restructuring, the company reduced various state net operating loss carryforwards and corresponding full valuation allowances by $ 61 million.

There was no impact on the statement of operations.

During the year ended December 31, 2020, the company established a $ 19 million state tax valuation allowance in the U.S.

based on a change in judgement about the realizability of a deferred tax asset.

During the year ended December 31, 2019, the company released a valuation allowance against the net deferred tax asset position of a legal entity in Switzerland in connection with an internal merger, resulting in a tax benefit of $( 34 ) million.

During the year ended December 31, 2018, the company established a full valuation allowance against the net deferred tax asset position of a legal entity in Brazil due to revised financial projections, resulting in tax expense of $ 75 million.

See Note 15 - Goodwill and Other Intangible Assets, to the Consolidated Financial Statements, for additional information.

However, it is reasonably possible that sufficient positive evidence required to release all, or a portion, of certain valuation allowance in certain jurisdictions will exist within the next 12 months.

Details of the company’s operating loss and tax credit carryforwards are shown in the following table:

Operating Loss and Tax Credit Carryforwards Deferred Tax Asset

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Total Operating Loss and Tax Credit Carryforwards $ 464 $ 497

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

Total Gross Unrecognized Tax Benefits For the Year Ended December 31,

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Decreases due to expiration of statutes of limitations ( 16 ) ( 7 ) —

Exchange loss (gain) ( 3 ) — ( 13 )

Exchange (gain) loss — ( 3 ) —

Total unrecognized tax benefits as of end of period $ 377 $ 395 $ 426

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Total accrual for interest and penalties associated with unrecognized tax benefits at end of period $ 11 $ 18 $ 24

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Each year the company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates.

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however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made.

As of December 31, 2021, the company has made advance deposits of approximately $ 102 million to a foreign taxing authority, partially as a prerequisite to petition the court related to an open tax examination.

These payments are accounted for as a prepaid asset, included in other assets in the Consolidated Balance Sheets.

Tax years that remain subject to examination for the company’s major tax jurisdictions are shown below:

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Undistributed earnings of foreign subsidiaries and related companies that are deemed to be indefinitely invested amounted to $ 3,681 million at December 31, 2021.

As a result of the Act, distributions of profits from non-U.S.

Distributions of profits from non-U.S.

subsidiaries are not expected to cause a significant incremental U.S.

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For periods between the Merger Effectiveness Time and the Corteva Distribution, Corteva and its subsidiaries were included in DowDuPont's consolidated federal income tax group and consolidated tax return.

Generally, the consolidated tax liability of the DowDuPont U.S.

Generally, the consolidated tax liability of the

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

DowDuPont U.S.

tax group for each year was apportioned among the members of the consolidated group based on each member’s separate taxable income.

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Income (loss) from continuing operations after income taxes $ 1,822 $ 756 $ ( 270 )

Net income attributable to continuing operations noncontrolling interests 20 13 29

Net income (loss) attributable to continuing operations noncontrolling interests 10 20 13

Income (loss) from continuing operations attributable to Corteva common stockholders 1,812 736 ( 283 )

(Loss) income from discontinued operations, net of tax ( 53 ) ( 55 ) ( 671 )

Net income attributable to discontinued operations noncontrolling interests — 5 9

Net income (loss) attributable to discontinued operations noncontrolling interests — — 5

(Loss) income from discontinued operations attributable to Corteva common stockholders ( 53 ) ( 55 ) ( 676 )

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common stock distributed to holders of DowDuPont's common stock on June 1, 2019, plus 0.6 million of additional shares in which accelerated vesting conditions have been met.

Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.

These outstanding potential shares of common stock relating to stock options, restricted stock units and performance-based restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been anti-dilutive .

Diluted earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.

These outstanding potential shares of common stock relating to stock options, restricted stock units and performance-based restricted stock units were excluded from the calculation of diluted earnings (loss) per share because (i) the effect of including stock options and restricted stock units would have been anti-dilutive;

and (ii) the performance metrics have not yet been achieved for the outstanding potential shares relating to performance-based restricted stock units, which are deemed to be contingently issuable.

Corteva, Inc.

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Total accounts and notes receivable - net $ 4,811 $ 4,926

Accounts receivable – trade and notes receivable - trade are net of allowances of $ 208 million at December 31, 2020 and $ 174 million at December 31, 2019.

Allowances are equal to the estimated uncollectible amounts.

The allowance at December 31, 2020 is equal to the expected credit losses and was developed using a loss-rate method.

The allowance at December 31, 2019 is equal to the estimated uncollectible amounts and is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.

Accounts receivable – trade and notes receivable – trade are net of allowances of $ 210 million and $ 208 million at December 31, 2021 and December 31, 2020, respectively.

Allowances are equal to the estimated uncollectible amounts and are based on the expected credit losses and were developed using a loss-rate method.

Notes receivable – trade primarily consists of receivables for deferred payment loan programs for the sale of seed products to customers.

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Accounts and notes receivable are carried at the expected amount to be collected, which approximates fair value.

The following table summarizes changes in the allowance for doubtful receivables for the twelve months ended December 31, 2020:

The company establishes the allowance for doubtful receivables using a loss-rate method where the loss rate is developed using past events, historical experience, current conditions and forecasts that affect the collectability of the financial assets.

The following table summarizes changes in the allowance for doubtful receivables for the year ended December 31, 2021 and 2020, respectively:

(In millions)

Balance at December 31, 2019 $ 174

Additions charged to expense 154

Write-offs charged against allowance ( 8 )

Recoveries collected ( 101 )

Net provision for credit losses 1

Write-offs charged against allowance / other 1

Balance at December 31, 2020 $ 208

Net provision for credit losses 1

Write-offs charged against allowance / other 1

Balance at December 31, 2021 $ 210

Prior year classifications in the changes in the allowance for doubtful receivables have been adjusted from their previous presentation.

Adjustments did not impact the amount of the provision or the allowance for doubtful receivables recorded in the Consolidated Statements of Operations or the Consolidated Balance Sheets.

The company enters into various factoring agreements with third-party financial institutions to sell its trade receivables under both recourse and non-recourse agreements in exchange for cash proceeds.

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The trade receivables sold that remained outstanding under these agreements which include an element of recourse as of December 31, 2021 and December 31, 2020 were $ 166 million and $ 157 million, respectively.

The net proceeds received were included in cash provided by operating activities in the Consolidated Statements of Cash Flows.

The difference between the carrying amount of the trade receivables sold and the sum of the cash received is recorded as a loss on sale of receivables in other income (expense) - net in the Consolidated Statements of Operations.

The loss on sale of receivables were $ 55 million, $ 44 million, and $ 25 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The guarantee obligations recorded as of December 31, 2020 and December 31, 2019 in the Consolidated Balance Sheets were not material.

See Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information on the company’s guarantees.

The net proceeds received were included in cash provided by (used for) operating activities in the Consolidated

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Statements of Cash Flows.

The difference between the carrying amount of the trade receivables sold and the sum of the cash received is recorded as a loss on sale of receivables in other income - net in the Consolidated Statements of Operations.

The loss on sale of receivables were $ 54 million, $ 55 million, and $ 44 million for the years ended December 31, 2021, 2020 and 2019, respectively.

See Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information on the company’s guarantees.

NOTE 13 - INVENTORIES

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amortized, as of December 31, 2019.

During the years ended December 31, 2019 and 2018, the company recognized $ 272 million and $ 1,554 million in cost of goods sold in the Consolidated Statements of Operations, respectively, related to the amortization of the step-up.

During the year ended December 31, 2019, the company recognized $ 272 million in cost of goods sold in the Consolidated Statements of Operations related to the amortization of the step-up.

NOTE 14 - PROPERTY, PLANT AND EQUIPMENT

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Total property, plant and equipment - net $ 4,329 $ 4,396

Buildings, machinery and equipment and land improvements are depreciated over useful lives on a straight-line basis ranging from 1 year to 25 years.

Capitalizable costs associated with computer software for internal use are amortized on a straight-line basis over 1 year to 8 years.

Buildings, machinery and equipment and land improvements are depreciated over useful lives on a straight-line basis ranging from 2 to 25 years.

Capitalizable costs associated with computer software for internal use are amortized on a straight-line basis over 2 to 7 years.

For the Year Ended December 31,

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The following table summarizes changes in the carrying amount of goodwill by segment for the years ended December 31, 2021 and 2020, respectively.

(In millions) Agriculture Crop Protection Seed Total

(In millions) Crop Protection Seed Total

Balance as of December 31, 2019 $ 4,743 $ 5,486 $ 10,229

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Other goodwill adjustments and acquisitions 1

Realignment of segments ( 10,179 ) 4,726 5,453 —

Balance as of June 1, 2019 $ — $ 4,726 $ 5,453 $ 10,179

Currency translation adjustment — 28 32 60

Other goodwill adjustments and acquisitions 2

( 29 ) — ( 29 )

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Balance as of December 31, 2021 $ 4,672 $ 5,435 $ 10,107

Primarily consists of the acquisition of a distributor in Greece.

Primarily consists of the goodwill included in the sale of businesses in the crop protection segment.

Consists of the goodwill included in the sale of a business in the seed segment.

The company tests goodwill for impairment annually (during the fourth quarter), or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value.

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The company’s reporting units include seed, crop protection and digital.

In connection with the change in reportable segments and reporting units in the second quarter of 2019, goodwill was reassigned from the former agriculture reporting unit to the seed, crop protection and digital reporting units using a relative fair value allocation approach.

As a result, the company performed a goodwill impairment assessment for the former agriculture reporting unit immediately prior to the realignment and the newly created reporting units immediately after the realignment.

Additionally, during the second quarter of 2020, the company determined a triggering event had occurred as a result of changes in the company's long-term projections driven largely by the impacts of the COVID-19 pandemic on the mid-term forecasted cash flows of the business, including, but not limited to currency fluctuations, expectations of future planted area (as influenced by consumer demand, ethanol markets and government policies and regulations) and relative commodity prices, which required an interim impairment assessment for its seed and crop protection reporting units and trade name indefinite lived intangible asset.

During the second quarter of 2020, the company determined a triggering event had occurred as a result of changes in the company's long-term projections driven largely by the impacts of the COVID-19 pandemic on the mid-term forecasted cash flows of the business, including, but not limited to currency fluctuations, expectations of future planted area (as influenced by consumer demand, ethanol markets and government policies and regulations) and relative commodity prices, which required an interim impairment assessment for its seed and crop protection reporting units and trade name indefinite lived intangible asset.

Based on the impairment analysis performed over the company’s trade name indefinite lived intangible asset it was determined that the fair value approximated the carrying value, and no impairment charge was necessary.

The company performed quantitative testing on all of its reporting units and determined that no goodwill impairments existed in 2021 and 2020.

During the third quarter of 2018, and in connection with strategic business reviews, the company assembled updated financial projections.

The revised financial projections of the agriculture reporting unit assessed and quantified the impacts of developing market conditions, events and circumstances that have evolved throughout 2018, resulting in a reduction in the forecasts of sales and profitability as compared to prior forecasts.

The reduction in financial projections was principally driven by lower growth in sales and margins in North America and Latin America and unfavorable currency impacts related to the Brazilian Real.

The lower growth expectation was driven by reduced planted area, an expected unfavorable shift to soybeans from corn in Latin America, and delays in expected product registrations.

In addition, decreases in commodity prices and higher than anticipated industry grain inventories were expected to impact farmers’ income and buying choices resulting in shifts to lower technologies and pricing pressure.

The company considered the combination of these factors and the resulting reduction in its

As of December 31, 2021, accumulated impairment losses on goodwill were $ 4,503 million.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

forecasted projections for the agriculture reporting unit and determined it was more likely than not that the fair value of the agriculture reporting unit was less than the carrying value, thus requiring the performance of an updated goodwill and intangible asset impairment analysis for the agriculture reporting unit as of September 30, 2018.

For the year ended December 31, 2018, the company performed an interim impairment analysis for the agriculture reporting unit using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs.

The company’s significant estimates in this analysis included, but were not limited to, future cash flow projections, Merger-related cost and growth synergies, the weighted average cost of capital, the terminal growth rate, and the tax rate.

The company believed the current assumptions and estimates utilized were both reasonable and appropriate.

The key assumption driving the change in fair value was the lower financial projections discussed above.

Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the company’s estimates.

If the company’s ongoing estimates of future cash flows are not met, the company may have to record additional impairment charges in future periods.

The company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategy.

These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns.

Based on the analysis performed, the company determined that the carrying amount of the agriculture reporting unit exceeded its fair value resulting in a pre-tax, non-cash goodwill impairment charge of $ 4,503 million, reflected in goodwill impairment charge in the company’s Consolidated Statement of Operations for the year ended December 31, 2018.

None of the charge was tax-deductible.

Other Intangible Assets

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Intangible assets subject to amortization (Definite-lived):

$ 6,265 $ ( 317 ) $ 5,948 $ 6,265 $ ( 63 ) $ 6,202

Germplasm $ 6,265 $ ( 571 ) $ 5,694 $ 6,265 $ ( 317 ) $ 5,948

Customer-related

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IPR&D 10 — 10 10 — 10

1,871 — 1,871

Total other intangible assets

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Total $ 12,605 $ ( 2,561 ) $ 10,044 $ 12,609 $ ( 1,862 ) $ 10,747

Beginning on October, 1, 2019, the company changed its indefinite life assertion of germplasm assets to definite lived with a useful life of 25 years.

The change is a result of a more focused development effort of new seed products coupled with an intent to out license select germplasm on a nonexclusive basis.

Prior to changing the useful life of the germplasm assets, the company tested the assets for impairment under ASC 350 - Intangibles, Goodwill and Other, concluding the assets were not impaired.

The increase in accumulated amortization for the year ended December 31, 2020 when compared to the year ended December 31, 2019 is due to 2020 including a full year of amortization of germplasm assets .

Beginning on October 1, 2020, the company changed its indefinite life assertion of its trade name asset to definite lived with a useful life of 25 years.

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For IPR&D and developed technology, the company concluded these projects were abandoned.

For other intangible assets, the company performed an impairment assessment using

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy.

For other intangible assets, the company performed an impairment assessment using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy.

The significant assumptions used in the calculation included projected revenue, royalty rates and discount rates.

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As a result, the company recorded a pre-tax, non-cash intangible asset impairment charge of $ 54 million ($ 41 million after-tax), which is reflected in restructuring and asset related charges - net, in the company's Consolidated Statements of Operations for the year ended December 31, 2019.

There were no indicators of impairment for the company’s other intangible assets that would suggest that the fair value is less than its carrying value at December 31, 2019, except for IPR&D.

There were no indicators of impairment for the company’s other intangible assets that suggested that the fair value was less than its carrying value at December 31, 2019, except for IPR&D.

As a result of the company’s decision, during the fourth quarter of 2019, to accelerate the ramp up of the Enlist E3 TM trait platform in the company’s soybean portfolio mix across all brands over the subsequent five years with minimal use of the Roundup Ready 2 Yield ® and Roundup Ready 2 Xtend ® traits thereafter for the remainder of the Roundup Ready 2 License Agreement, the company determined that certain IPR&D projects associated with Roundup Ready 2 Xtend ® were not recoverable and were impaired.

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As a result, the company recorded a pre-tax, non-cash intangible asset charge of $ 90 million ($ 69 million after-tax), which is reflected in restructuring and asset related charges - net, in the company's Consolidated Statements of Operations for the year ended December 31, 2019.

During 2018, in reviewing the indefinite-lived intangible assets, the company also determined that the fair value of certain IPR&D assets had declined as a result of delays in timing of commercialization and increases to expected research and development costs.

The company performed an analysis of the fair value using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy.

The key assumptions used in the calculation included projected revenue, royalty rates and discount rates.

These key assumptions involve management judgment and estimates relating to future operating performance and economic conditions that may differ from actual cash flows.

As a result, the company recorded a pre-tax, non-cash intangible asset impairment charge of $ 85 million ($ 66 million after tax), which is reflected in restructuring and asset related charges - net, in the company's Consolidated Statement of Operations for the year ended December 31, 2018.

The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $ 682 million, $ 475 million, and $ 391 million, for the year ended December 31, 2020, the year ended December 31, 2019, and the year ended December 31, 2018, respectively.

Amortization expense for the year ended December 31, 2020 related to the trade name asset was $ 19 million (see discussion above for change in the indefinite life assertion).

The estimated annual future amortization expense related to the trade name asset is approximately $ 75 million per year.

The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $ 722 million, $ 682 million, and $ 475 million, for the year ended December 31, 2021, December 31, 2020, and December 31, 2019, respectively.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Total estimated amortization expense for the next five fiscal years is as follows:

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The company has operating and finance leases for real estate, transportation, certain machinery and equipment, and information technology assets.

The company’s leases have remaining lease terms of 1 year to 51 years.

The company’s leases have remaining lease terms of 1 to 50 years.

For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the company will exercise that option.

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The variable lease payments are not presented as part of the initial ROU asset or lease liability.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Certain of the company's leases include residual value guarantees.

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The company's lease agreements do not contain any material restrictive covenants.

The components of lease cost were as follows:

The components of lease cost are as follows:

For the Year Ended December 31,

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New leases entered into during the years ended December 31, 2021 and December 31, 2020 were not material, on an individual basis .

Supplemental cash flow information related to leases was as follows:

Supplemental cash flow information related to leases is as follows:

For the Year Ended December 31,

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Financing cash outflows from finance leases $ 1 $ 1

Supplemental balance sheet information related to leases was as follows:

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Supplemental balance sheet information related to leases is as follows:

(In millions) December 31, 2021 December 31, 2020

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Accumulated depreciation

( 11 ) ( 10 )

Property, plant, and equipment, net

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The company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Lease Term and Discount Rate December 31, 2021 December 31, 2020

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Financing leases 3.29 % 3.28 %

Maturities of lease liabilities were as follows:

Maturities of lease liabilities are as follows:

Maturity of Lease Liabilities at December 31, 2021 Operating Leases Financing Leases

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Present value of lease liabilities $ 459 $ 4

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Maturity of Lease Liabilities at December 31, 2020 Operating Leases Financing Leases

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Present value of lease liabilities $ 529 $ 5

Net rental expense for operating leases accounted for under ASC 840, "Leases," was $ 225 million for the year ended December 31, 2018.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 17 - LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

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In May 2020, EID issued $ 500 million of 1.70 percent Senior Notes due 2025 and $ 500 million of 2.30 percent Senior Notes due 2030 (the May 2020 Debt Offering).

The proceeds of this offering are intended to be used for general corporate purposes, which may include discretionary contributions to the company’s U.S.

principal pension plan and repayment of other indebtedness.

The proceeds of this offering are intended to be used for general corporate purposes.

Available Committed Credit Facilities

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Total Committed and Available Credit Facilities $ 6,000 $ 6,000

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Revolving Credit Facilities

In November 2018, EID entered into a $ 3.0 billion, 5 year revolving credit facility and a $ 3.0 billion, 3 -year revolving credit facility (the "Revolving Credit Facilities”).

The 2018 Revolving Credit Facilities became effective May 2019 in connection with the termination of the EID $ 4.5 billion Term Loan Facility and the $ 3 billion Revolving Credit Facility dated May 2014 (discussed below).

The Revolving Credit Facilities became effective May 2019.

Corteva, Inc.

became a party at the time of the Corteva Distribution.

In May 2021, the company entered into an amendment that extended the maturity date of the 3-year revolving credit facility from May 2022 to May 2023.

Other than the change in maturity date, there were no material modifications to the terms of the credit facility.

The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working capital needs.

The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings.

Additionally, the Revolving Credit Facilities contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60 .

In March 2020, the company drew down $ 500 million under the $ 3.0 billion 3 -year revolving credit facility as a result of the volatility and increased borrowing costs of commercial paper resulting from the unstable market conditions caused by the

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

COVID-19 pandemic and repaid that borrowing in full in June 2020.

There were no additional borrowings and the unused commitments under the 3 -year revolving credit facility were $ 3.0 billion as of December 31, 2021.

Debt Redemptions/Repayments

In July 2018, EID fully repaid $ 1,250 million of 6 percent coupon bonds at maturity.

On November 13, 2018, EID launched a tender offer (the “Tender Offer”) to purchase $ 6.2 billion aggregate principal amount of its outstanding debt securities (the “Tender Notes”).

The Tender Offer expired on December 11, 2018 (the “Expiration Date”).

At the Expiration Date, $ 4,409 million aggregate principal amount of the Tender Notes had been validly tendered and was accepted for payment.

In exchange for such validly tendered Tender Notes, EID paid a total of $ 4,849 million, which included breakage fees and all applicable accrued and unpaid interest on such Tender Notes.

DowDuPont contributed cash (generated from its notes offering) to EID to fund the settlement of the Tender Offer and payment of associated fees.

EID recorded a loss from early extinguishment of debt of $ 81 million, for the year ended December 31, 2018, primarily related to the difference between the redemption price and the par value of the notes, mostly offset by the write-off of unamortized step-up related to the fair value step-up of EID’s debt.

On March 22, 2019, EID issued notices of redemption in full of all of its outstanding notes (the “Make Whole Notes”) listed in the table below:

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Following the redemption, the SMR Notes are no longer outstanding and no longer bear interest, and all rights of the holders of the SMR Notes have terminated.

EID recorded a loss on the early extinguishment of debt of $ 13 million for the year ended December 31, 2019, related to the difference between the redemption price and the par value of the Make Whole Notes, the Term Loan Facility, and the SMR Notes, partially offset by the write-off of unamortized step-up related to the fair value step-up of EID’s debt.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Uncommitted Credit Facilities and Outstanding Letters of Credit

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Indemnifications

In connection with acquisitions and divestitures as of December 31, 2020, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transactions.

In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transactions.

The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite.

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The maximum amount of potential future payments is generally unlimited.

See pages F-26 and F-23 for additional information relating to the indemnification obligations under the Chemours Separation Agreement and the Corteva Separation Agreement.

See below for additional information relating to the indemnification obligations under the Corteva Separation Agreement and the Chemours Separation Agreement.

Obligations for Customers and Other Third Parties

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These amounts represent the maximum potential amount of future (undiscounted) payments that the company could be required to make under the guarantees in the event of default by the guaranteed party.

Of the total maximum future payments at December 31, 2020, less than $ 1 million had terms greater than a year.

All of the maximum future payments at December 31, 2021, had terms less than one year.

The maximum future payments include $ 21 million and $ 17 million of guarantees related to the various factoring agreements that the company enters into with third-party financial institutions to sell its trade receivables at December 31, 2021 and December 31, 2020, respectively.

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For counterparties without an external rating or available credit history, a cumulative average default rate is used.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory matters arising out of the normal course of its current businesses or legacy EID businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the separation of Corteva from DuPont.

It is not possible to predict the outcome of these various proceedings, as considerable uncertainty exists.

However, the ultimate liabilities could be material to results of operations and the cash flows in the period recognized.

Indemnifications under Separation Agreements

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In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable.

See Note 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements, for additional information related to indemnifications.

See Note 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements, for additional information related to indemnifications between Corteva, DuPont and Dow.

Chemours/Performance Chemicals

Refer to Note 5 - Divestitures and Other Transactions, for additional discussion of the Chemours Separation Agreement.

In 2017, EID and Chemours amended the Chemours Separation Agreement to provide for a limited sharing of potential future liabilities related to alleged historical releases of perfluorooctanoic acids and its ammonium salts (“PFOA”) for a five-year period that began on July 6, 2017.

In addition, in 2017, Chemours and EID each paid $ 335 million to settle multi-district litigation in the U.S.

District Court for the Southern District of Ohio (“Ohio MDL”), thereby resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water as a result of the historical manufacture or use of PFOA at the Washington Works plant outside Parkersburg, West Virginia.

Pursuant to the Chemours Separation Agreement resulting from the 2015 spin-off of the Performance Chemicals segment from Historical DuPont, Chemours indemnifies the company against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the distribution.

The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments.

In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable.

In 2017, the Chemours Separation Agreement was amended to provide for a limited sharing of potential future liabilities related to alleged historical releases of perfluorooctanoic acids and its ammonium salts (“PFOA”) for a five-year period that began on

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

July 6, 2017.

In addition, in 2017, Chemours and EID settled multi-district litigation in the U.S.

District Court for the Southern District of Ohio (“Ohio MDL”), resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water as a result of the historical manufacture or use of PFOA at the Washington Works plant outside Parkersburg, West Virginia.

This plant was previously owned and/or operated by the performance chemicals segment of EID and is now owned and/or operated by Chemours.

The 2017 settlement did not resolve claims of certain class members who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017.

About 96 claims alleging personal injury were filed in the Ohio MDL since the 2017 settlement and a number of additional pre-suit claims for personal injury were asserted.

On May 13, 2019, Chemours filed suit in the Delaware Court of Chancery against DuPont, EID, and Corteva, seeking, among other things, to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement (the “Delaware Litigation”).

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Meanwhile, a confidential arbitration process regarding the same and other claims has proceeded (the “Pending Arbitration”).

For additional information regarding environmental indemnification, see discussion on page F-50.

On January 22, 2021, Chemours, DuPont, Corteva and EID entered into a binding memorandum of understanding containing a settlement to resolve legal disputes originating from the Delaware Litigation and Pending Arbitration, and to establish a cost sharing arrangement and escrow account to be used to support and manage potential future legacy per- and polyfluoroalkyl substances (“PFAS”) liabilities arising out of pre-July 1, 2015 conduct (the “MOU”).

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These expenses and escrow account contributions will be subject to the existing Letter Agreement, under which DuPont and Corteva will each bear 50 % of the first $ 300 million (up to $ 150 million each), and thereafter DuPont bears 71 % and Corteva bears the remaining 29 %.

In order to support and manage any potential future PFAS liabilities, the parties have also agreed to establish an escrow account.

In order to support and manage any potential future PFAS liabilities, the parties have also agreed to establish an escrow account ("MOU Escrow Account").

The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $ 100 million into an escrow account and DuPont and Corteva shall together deposit $ 100 million in the aggregate into an escrow account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $ 50 million into an escrow account and DuPont and Corteva shall together deposit $ 50 million in the aggregate into an escrow account.

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Over this period, Chemours will deposit a total of $ 500 million in the account and DuPont and Corteva will deposit an additional $ 500 million pursuant to the terms of the Letter Agreement.

Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $ 700 million, Chemours will make 50 % of the deposits and DuPont and Corteva together will make 50 % of the deposits necessary to restore the balance of the escrow account to $ 700

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU.

The MOU provides that no withdrawals from the MOU Escrow Account can be made before year six, except to fund mutually agreed upon third-party settlements in excess of $ 125 million.

Starting with year six, withdrawals can only be made to fund qualified spend if the parties’ aggregate qualified spend in that particular year is greater than $ 200 million.

Beginning with year 11, the amounts in the MOU Escrow Account can be used to fund any qualified spend.

During 2021, the company contributed its initial deposit into the MOU Escrow Account, which is classified as noncurrent restricted cash equivalents and is included in other assets in the interim Consolidated Balance Sheets.

After the term of this arrangement, Chemours’ indemnification obligations under the original 2015 Chemours Separation Agreement, would continue unchanged, subject in each case to certain exceptions set out in the MOU.

Under the MOU, Chemours waived specified claims regarding the construct of its 2015 spin-off transaction, and the parties will dismiss the pending arbitration regarding those claims (as discussed below).

Under the MOU, Chemours waived specified claims regarding the construct of its 2015 spin-off transaction, and the parties will dismiss the Pending Arbitr ation regarding those claims.

Additionally, the parties have agreed to resolve the Ohio MDL PFOA personal injury litigation (as discussed below).

The parties are expected to cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU on or prior to February 28, 2021.

The parties are expected to cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU.

During the years ended December 31, 2021 and 2020, the company recorded charges of $ 48 million and $ 65 million to (loss) income from discontinued operations after income taxes in the Consolidated Statement of Operations, related to the MOU.

The charges recorded for the year ended December 31, 2021 primarily relate to an increase in the environmental remediation accrual for Chemours' Fayetteville Works facility for estimated costs for on-site surface water and groundwater remediation to address and abate PFAS discharges arising out of pre-July 1, 2015 conduct.

The increase is the result of further detailed engineering and design work related to Chemours’ environmental remediation activities at the site under the Consent Order between Chemours and the North Carolina Department of Environmental Quality.

The charges recorded for the year ended December 31, 2020

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

primarily related to the execution of the MOU and the settlement of the Ohio MDL PFOA personal injury litigation (as discussed below).

Corteva Separation Agreement

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provided, however, that for PFAS, DuPont will manage such liabilities with Corteva and DuPont sharing the costs on a 50 % - 50 % basis starting from $ 1 and up to $ 300 million (with such amount, up to $ 150 million, to be credited to each company’s $ 200 million threshold) and once the $ 300 million threshold is met, then the companies will share proportionally on the basis of 29 % and 71 % respectively, subject to a $ 1 million de minimis requirement.

During the second quarter of 2021, the aggregate amount of the Company’s cash spent and liabilities accrued exceeded the stray liability thresholds, including PFAS, noted above.

Therefore, liabilities recognized subsequent to the second quarter of 2021 will be shared at the reduced rates noted above.

It is not possible to predict the outcome of these various proceedings, as considerable uncertainty exists.

The company records accruals for legal matters when the information available indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Accruals may reflect the impact and status of negotiations, settlements, rulings, advice from counsel and other information and events that may pertain to a particular matter.

For the litigation matters discussed below, management believes that it is reasonably possible that the company could incur liabilities in excess of amounts accrued, the ultimate liability for which could be material to the results of operations and the cash flows in the period recognized.

However, the company is unable to estimate the possible loss beyond amounts accrued due to various reasons, including, among others, that the underlying matters are either in early stages and/or have significant factual issues to be resolved.

In addition, even when the company believes it has substantial defenses, the company may consider settlement of matters if it believes it is in the best interest of the company.

Chlorpyrifos Lawsuits

As of December 31, 2021, there were pending personal injury lawsuits filed and additional asserted claims against the former Dow Agrosciences LLC, alleging injuries related to chlorpyrifos exposure, the active ingredient in Lorsban®, an insecticide used by commercial farms for field fruit, nut and vegetable crops.

Corteva ended its production of Lorsban® in 2020.

Chlorpyrifos products are restricted-use pesticides, which are not available for purchase or use by the general public, and may only be sold to, and used by, certified applicators or someone under the certified applicator's direct supervision.

These lawsuits do not relate to Dursban®, a residential type chlorpyrifos product that was authorized for indoor purposes, which was discontinued over two decades ago prior to the Merger and Corteva’s formation and Separation.

Claimants allege personal injury, including autism, developmental delays and/or decreased neurologic function, resulting from farm worker exposure and bystander drift and in utero exposure to chlorpyrifos.

Certain claimants have also put forth remediation claims due to alleged property contamination from chlorpyrifos.

Discovery is expected to continue through 2022.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Litigation related to legacy EID businesses unrelated to Corteva’s current businesses

PFAS, PFOA, PFOS and Other Related Liabilities

For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, which means per- and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").

For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").

EID is a party to various legal proceedings relating to the use of PFOA by its former Performance Chemicals segment for which potential liabilities would be subject to the cost sharing arrangement under the MOU as long as it remains effective.

Management believes that it is reasonably possible that EID could incur liabilities related to PFOA in excess of amounts accrued.

However, any such losses are not estimable at this time due to various reasons, including, among others, that the underlying matters are in their early stages and have significant factual issues to be resolved.

The company has recorded a liability of $ 21 million and an indemnification asset of $ 17 million at December 31, 2020, related to testing drinking water in and around certain former EID sites and offering treatment or an alternative supply of drinking water if tests indicate the presence of PFOA in drinking water at or greater than the national health advisory level established from time to time by the EPA.

Leach Settlement and Ohio MDL Settlement

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The settlement class has about 80,000 members.

In addition to relief that was provided to class members years ago, the settlement requires EID to continue providing PFOA water treatment to six area water districts and private well users and to fund, through an escrow account, up to $ 235 million for a medical monitoring program for eligible

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

class members.

As of December 31, 2021, approximately $ 2 million had been disbursed from the account since its establishment in 2012 and the remaining balance is approximately $ 1 million.

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The 2017 Ohio MDL settlement did not resolve claims of plaintiffs who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017.

The first trial for these claims, a kidney cancer case, resulted in a hung jury, while the second, Travis and Julie Abbot v.

The first was a consolidated trial of two cases;

the first, a kidney cancer case, which resulted in a hung jury, while the second, Travis and Julie Abbot v.

E.I du Pont de Nemours and Company (the “Abbot Case”), a testicular cancer case, resulted in a jury verdict of $ 40 million in compensatory damages and $ 10 million for loss of consortium.

The loss of consortium award was subsequently reduced to $250,000 in accordance with state law limitations.

Following entry of the judgment by the court, EID filed post-trial motions to reduce the verdict, and to appeal the verdict on the basis of procedural and substantive legal errors made by the trial court.

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In January 2021, Chemours, DuPont and Corteva agreed to settle the remaining approximately 95 matters, as well as unfiled matters, remaining in the Ohio MDL, with the exception of the Abbot case, for $ 83 million, with Chemours contributing $ 29 million to the settlement, and DuPont and Corteva contributing $ 27 million each.

The company has recorded a liability for its share of the settlement, with a charge to (loss) income from discontinued operations after income taxes, during the year ended December 31, 2020.

The company recorded a liability for its share of the settlement, with a charge to (loss) income from discontinued operations after income taxes in the Consolidated Statement of Operations, during the year ended December 31, 2020, and paid $ 27 million during the year ended December 31, 2021.

As agreed to in the settlement, the plaintiffs' counsel filed a motion to dissolve the MDL.

Other PFOA Matters

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EID is also one of more than ten defendants in a lawsuit brought by the Town of East Hampton, New York alleging PFOA and PFOS contamination of the town’s well water.

Additionally, EID, along with 3M, Chemours and Dyneon, have been named defendants in complaints filed by eight water districts in Nassau County, New York alleging that the drinking water they provide to customers is contaminated with PFAS and seeking reimbursement for clean-up costs.

Additionally, EID, along with 3M, Chemours and Dyneon, have been named defendants in complaints filed by eleven water districts in Nassau County, New York alleging that the drinking water they provide to

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

customers is contaminated with PFAS and seeking reimbursement for clean-up costs.

The water district complaints also include allegations of fraudulent transfer.

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DuPont and Corteva were subsequently added as defendants to these lawsuits.

These lawsuits include claims under the New Jersey Industrial Site Recovery Act (“ISRA”) and for fraudulent conveyance.

Alabama / Others .

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In addition, the states of Michigan, Mississippi, New Hampshire, South Dakota, and Vermont recently filed lawsuits against EID, Chemours, 3M and others, claiming, among other things, PFC (including PFOA) contamination of groundwater and drinking water.

The complaints seek reimbursement for past and future

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

costs to investigate and remediate the alleged contamination and compensation for the loss of value and use of the state’s natural resources.

The complaints seek reimbursement for past and future costs to investigate and remediate the alleged contamination and compensation for the loss of value and use of the state’s natural resources.

Motions to dismiss the Michigan, Vermont and New Hampshire cases have been denied.

EID is a defendant in three lawsuits:

an action by the State of Ohio based on alleged damage to natural resources, a putative nationwide class action brought on behalf of anyone who has detectable levels of PFAS in their blood serum, and an action by the City of Dayton claiming losses related to the investigation, remediation and monitoring of PFAS in water supplies.

The trial with respect to the natural resources lawsuit is scheduled for April 2023.

Netherlands .

In April 2021, four municipalities in the Netherlands filed complaints alleging contamination of land and groundwater resulting from the emission of PFOA and GenX by Corteva, DuPont and Chemours.

The municipalities seek to recover costs incurred due to the alleged emissions, including damages for investigation costs, construction project delays, depreciation of land, soil remediation, liabilities to contractors, and attorneys’ fees.

On July 13, 2021, Chemours, DuPont, EID and Corteva entered into a settlement agreement with the State of Delaware reflecting the companies' and the State's agreement to settle and fully resolve claims alleged against the companies regarding their historical Delaware operations, manufacturing, use and disposal of all chemical compounds, including PFAS.

Under the settlement, the companies will collectively pay $ 50 million to fund environmental projects, including sampling and community environmental justice and equity grants, which shall be utilized to fund the Natural Resources and Sustainability Trust (the “NRST Trust”).

If the companies, individually or jointly, within 8 years of the settlement, enter into a proportionally similar agreement to settle or resolve claims of another state for PFAS-related natural resource damages, for an amount greater than $ 50 million, the companies shall make a supplemental payment directly to the NRST Trust (“Supplemental Payment”) in an amount equal to such other states’ recovery in excess of $ 50 million.

Supplemental Payment(s), if any, will not exceed $ 25 million in the aggregate.

All amounts paid by the companies under the settlement are subject to the MOU and the Corteva Separation Agreement with Chemours bearing responsibility for 50 %, or $ 25 million, of the $ 50 million payment due to the NRST and DuPont and Corteva each bearing $ 12.5 million of the remaining amount, which Corteva paid in January 2022.

As of December 31, 2021, an accrual has been established in relation to this settlement and during the year ended December 31, 2021, the company recorded a charge of $ 11 million to (loss) income from discontinued operations after income taxes in the Consolidated Statement of Operations.

Under the settlement, if the state sues other parties and those parties seek contribution from the companies, the companies will have protection from contribution up to the amounts previously paid under the settlement agreement.

The companies will also receive a credit up to the amount of the payment if the state seeks natural resource damage claims against the companies outside the scope of the settlement’s release of claims.

Aqueous Firefighting Foams.

Approximately 2,050 cases have been filed against 3M and other defendants, including EID and Chemours, and more recently also including Corteva and DuPont, alleging PFOS or PFOA contamination of soil and groundwater from the use of aqueous firefighting foams.

Most of those cases claim some form of property damage and seek to recover the costs of responding to this contamination and damages for the loss of use and enjoyment of property and diminution in value.

Most of those cases claim some form of property damage and seek to recover the costs of responding to this contamination and damages for the loss of use and

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

enjoyment of property and diminution in value.

Most of these cases have been transferred to a multidistrict litigation proceeding in federal district court in South Carolina.

Approximately 1,860 of these cases were filed on behalf of firefighters who allege personal injuries (primarily kidney and testicular cancer) as a result of aqueous firefighting foams.

Approximately 140 of these cases were filed by water utility or municipal water districts.

Most of these recent cases assert claims that the EID and Chemours separation constituted a fraudulent conveyance.

A schedule of initial trials is expected to be established in 2021.

Discovery for these cases is expected to continue through 2022, with a water district “bellwether” trial expected for early 2023.

EID did not make firefighting foams, PFOS, or PFOS products.

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The plaintiffs seek compensatory and punitive damages for their claims of private nuisance, trespass, and negligence allegedly caused by release of PFAS.

In addition to the federal court actions, there is an action on behalf of about 100 plaintiffs who own wells and property near the Fayatteville Works facility.

In addition to the federal court actions, there is an action on behalf of about 100 plaintiffs who own wells and property near the Fayetteville Works facility.

The plaintiffs seek damages for nuisance allegedly caused by releases of certain PFCs from the site.

The plaintiffs’ claims for medical monitoring, punitive damages, public nuisance, trespass, unjust enrichment, failure to warn, and negligent manufacture were dismissed.

Generally, site-related expenses related GenX claims are subject to the cost sharing arrangements as defined in the MOU.

Environmental

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies.

At December 31, 2020, the company had accrued obligations of $ 329 million for probable environmental remediation and restoration costs, including $ 52 million for the remediation of Superfund sites.

These obligations are included in accrued and other current liabilities and other noncurrent obligations in the Consolidated Balance Sheets.

This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to $ 620 million above the amount accrued at December 31, 2020.

Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the company’s results of operations, financial condition and cash flows.

Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration.

At December 31, 2019, the company had accrued obligations of $ 336 million for probable environmental remediation and restoration costs, including $ 51 million for the remediation of Superfund sites.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Environmental

These obligations are included in accrued and other current liabilities and other noncurrent obligations in the Consolidated Balance Sheet.

It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the company’s results of operations, financial condition and cash flows.

Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation

technologies for handling site remediation and restoration.

For a discussion of the allocation of environmental liabilities under the Chemours Separation Agreement and the Corteva Separation Agreement, see the previous discussion on page F-46.

The above noted $ 329 million accrued obligations includes the following:

As of December 31, 2021

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Environmental remediation liabilities not subject to indemnity — 82 49

Indemnification liabilities related to the MOU 4

Total $ 220 $ 452 $ 592

Represents liabilities that are subject the $ 200 million thresholds and sharing arrangements as discussed on page F-51, under Corteva Separation Agreement.

Represents liabilities that are subject the $ 200 million threshold and sharing arrangements as discussed on page F-46, under Corteva Separation Agreement.

The company has recorded an indemnification asset related to these accruals, including $ 40 million related to the Superfund sites.

Accrual balance represents management’s best estimate of the costs of remediation and restoration, although it is reasonably possible that the potential exposure, as indicated, could range above the amounts accrued, as there are inherent uncertainties in these estimates.

Accrual balance excludes indemnification liabilities of $ 39 million to Chemours, related to the cost sharing arrangement under the MOU (see page F-27).

Accrual balance includes $68 million for remediation of Superfund sites.

Amounts do not include possible impacts from the remediation elements of the EPAs October 2021 PFAS Strategic Roadmap (as applicable) or possible revisions to Chemours’ Consent Order with the North Carolina Department of Environmental Quality, as any possible impacts, to the extent such items would be reimbursable under the MOU, are not yet determinable.

Represents liabilities that are subject to the $150 million threshold and sharing agreements as discussed on page F-44, under the header "Chemours / Performance Chemicals.

Chambers Works, New Jersey

On January 28, 2022, the State of New Jersey filed a request for a preliminary injunction against EID and Chemours seeking the establishment of a Remediation Funding Source (“RFS”) in an amount exceeding $ 900 million for environmental remediation at EID’s former Chambers Work facility in New Jersey.

The RFS primarily relates to non-PFAS remediation, which is not subject to the MOU.

Chemours has accepted indemnity and defense for these matters, while reserving rights and declining EID’s demand relating to the ISRA and fraudulent transfer matters as alleged under the existing New Jersey natural resource lawsuits discussed on page F-48.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 19 - STOCKHOLDERS' EQUITY

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Balance December 31, 2020 743,458,000

Issued 4,019,000

Repurchased and retired ( 20,950,000 )

Balance December 31, 2021 726,527,000

Share Buyback Plan

On June 26, 2019, Corteva, Inc.

announced that its Board of Directors authorized a $ 1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $ 0.01 per share, without an expiration date.

On August 5, 2021, Corteva, Inc.

announced that its Board of Directors authorized a $1.5 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2021 Share Buyback Plan").

The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors.

During the year ended December 31, 2020, the company purchased and retired 8,503,000 shares in the open market for a total cost of $ 275 million.

During the year ended December 31, 2019, the company purchased and retired 824,000 shares in the open market for a total cost of $ 25 million.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Shares repurchased pursuant to Corteva's share buyback plan are immediately retired upon purchase.

In connection with the 2021 Share Buyback Plan, the company purchased and retired 5,572,000 shares during the year ended December 31, 2021 in the open market for a total cost of $250 million.

On June 26, 2019, Corteva, Inc.

announced that its Board of Directors authorized a $ 1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $ 0.01 per share, without an expiration date ("2019 Share Buyback Plan").

In connection with the 2019 Share Buyback Plan, the company repurchased and retired 15,378,000 shares, 8,503,000 shares, and 824,000 shares in the open market for a total cost of $ 700 million, $ 275 million, and $25 million during the years ended December 31, 2021, 2020, and 2019, respectively.

Repurchases under the 2019 Share Buyback Plan were completed during the third quarter of 2021.

Shares repurchased pursuant to Corteva's share buyback plan are immediately retired upon repurchase.

Repurchased common stock is reflected as a reduction of stockholders' equity.

The company's accounting policy related to its share repurchases is to reduce its common stock based on the par value of the shares and to reduce its retained earnings for the excess of the repurchase price over the par value.

When Corteva has an accumulated deficit balance, the excess over the par value is applied to additional paid-in capital.

When Corteva has an accumulated deficit balance, the excess over the par value is applied to APIC.

When Corteva has retained earnings, the excess is charged entirely to retained earnings.

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Corteva, Inc.

owns 100 % of the outstanding common shares of EID.

owns 100 percent of the outstanding common shares of EID.

However, EID has preferred stock outstanding to third parties which is accounted for as a noncontrolling interest in Corteva's Consolidated Balance Sheets.

Each share of EID Preferred Stock - $4.50 Series and EID Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EID and was unaffected by the Corteva Distribution.

Each share of EID

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Preferred Stock - $4.50 Series and EID Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EID and was unaffected by the Corteva Distribution.

Below is a summary of the EID Preferred Stock at December 31, 2021 and December 31, 2020 which is classified as noncontrolling interests in the Corteva Consolidated Balance Sheets.

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$3.50 Series, callable at $102 700

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Other Comprehensive (Loss) Income

The changes and after-tax balances of components comprising accumulated other comprehensive (loss) income are summarized below:

Other Comprehensive Income (Loss)

The changes and after-tax balances of components comprising accumulated other comprehensive income (loss) are summarized below:

(In millions) Cumulative Translation Adjustment 1

Derivative Instruments Pension Benefit Plans Other Benefit Plans Unrealized Gain (Loss) on Investments 2

Derivative Instruments Pension Benefit Plans Other Benefit Plans Unrealized Gain (Loss) on Investments Total

Balance January 1, 2019 $ ( 2,793 ) $ ( 26 ) $ ( 620 ) $ 79 $ — $ ( 3,360 )

Other comprehensive (loss) income before reclassifications

( 1,576 ) ( 19 ) ( 724 ) 132 — ( 2,187 )

Amounts reclassified from accumulated other comprehensive income

— ( 5 ) 9 — — 4

Net other comprehensive (loss) income

( 1,576 ) ( 24 ) ( 715 ) 132 — ( 2,183 )

Balance December 31, 2018 $ ( 2,793 ) $ ( 26 ) $ ( 620 ) $ 79 $ — $ ( 3,360 )

Other comprehensive (loss) income before reclassifications

$ ( 274 ) $ 16 $ ( 723 ) $ ( 159 ) $ — $ ( 1,140 )

Amounts reclassified from accumulated other comprehensive loss

— 12 5 ( 1 ) — 16

Net other comprehensive (loss) income

( 274 ) 28 ( 718 ) ( 160 ) — ( 1,124 )

Other comprehensive income (loss) before reclassifications ( 274 ) 16 ( 723 ) ( 159 ) — ( 1,140 )

Amounts reclassified from accumulated other comprehensive income (loss) — 12 5 ( 1 ) — 16

Net other comprehensive income (loss) ( 274 ) 28 ( 718 ) ( 160 ) — ( 1,124 )

Impact of Internal Reorganizations

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Balance December 31, 2019 $ ( 1,944 ) $ 2 $ ( 1,247 ) $ ( 81 ) $ — $ ( 3,270 )

Other comprehensive (loss) income before reclassifications

$ ( 26 ) $ ( 81 ) $ ( 191 ) $ 670 $ ( 10 ) $ 362

Amounts reclassified from accumulated other comprehensive loss

— 12 5 1 — 18

Net other comprehensive (loss) income

( 26 ) ( 69 ) ( 186 ) 671 ( 10 ) 380

Other comprehensive income (loss) before reclassifications $ ( 26 ) $ ( 81 ) $ ( 191 ) $ 670 $ ( 10 ) $ 362

Amounts reclassified from accumulated other comprehensive income (loss) — 12 5 1 — 18

Net other comprehensive income (loss) ( 26 ) ( 69 ) ( 186 ) 671 ( 10 ) 380

Balance December 31, 2020 $ ( 1,970 ) $ ( 67 ) $ ( 1,433 ) $ 590 $ ( 10 ) $ ( 2,890 )

Other comprehensive income (loss) before reclassifications $ ( 573 ) $ 143 $ 996 $ 25 $ 3 $ 594

Amounts reclassified from accumulated other comprehensive income (loss) — ( 4 ) 41 ( 646 ) 7 ( 602 )

Net other comprehensive income (loss) ( 573 ) 139 1,037 ( 621 ) 10 ( 8 )

Balance December 31, 2021 $ ( 2,543 ) $ 72 $ ( 396 ) $ ( 31 ) $ — $ ( 2,898 )

The cumulative translation adjustment losses for the year ended December 31, 2021 was primarily driven by the strengthening of the U.S.

Dollar ("USD") against the European Euro ("EUR"), Swiss franc ("CHF") and Turkish Lira (“TRY”).

The cumulative translation adjustment losses for the year ended December 31, 2020 was primarily driven by the strengthening of the U.S.

Dollar ("USD") against the Brazilian Real ("BRL"), partially offset by the weakening of the U.S.

Dollar against the Swiss franc ("CHF") and European Euro ("EUR").

The cumulative translation adjustment losses for the years ended December 31, 2019 and 2018 were primarily driven by the strengthening of the U.S.

Dollar against the Brazilian Real and European Euro.

The unrealized loss on securities during the year ended December 31, 2020 is due to the remeasurement of USD denominated marketable securities held by certain foreign entities at December 31, 2020 with a corresponding offset to cumulative translation adjustment.

The tax benefit (expense) on the net activity related to each component of other comprehensive (loss) income was as follows:

The tax (expense) benefit on the net activity related to each component of other comprehensive income (loss) was as follows:

For the Year Ended December 31,

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Other benefit plans - net 188 ( 211 ) 52

Benefit from (provision for) income taxes related to other comprehensive income (loss) items $ ( 133 ) $ 275 $ 165

(Provision for) benefit from income taxes related to other comprehensive income (loss) items $ ( 172 ) $ ( 133 ) $ 275

Corteva, Inc.

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Amortization of pension benefit plans:

Prior service benefit 3,4

Prior service (benefit) cost 3,4

$ ( 2 ) $ ( 1 ) $ ( 1 )

Actuarial losses (gains) 3,4,5

Curtailment loss 3,4,5

Settlement loss (gain) 3,4,5

Actuarial (gains) losses 3,4,5

Settlement (gain) loss 3,4,5

Total before tax 54 6 5

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Amortization of other benefit plans:

Prior service benefit 3,4

Prior service (benefit) cost 3,4

$ ( 922 ) $ — $ —

Actuarial (gains) losses 3,4

Curtailment (gain) loss (1) — —

Total before tax ( 842 ) 1 ( 1 )

Tax benefit 2

Tax (benefit) expense 2

After-tax $ ( 646 ) $ 1 $ ( 1 )

Unrealized (Gain) Loss on Investments 4

Tax (benefit) expense 2

Total reclassifications for the period, after-tax $ ( 602 ) $ 18 $ 16

Reflected in cost of goods sold.

Reflected in benefit from income taxes from continuing operations.

Reflected in cost of goods sold in the Consolidated Statements of Operations.

Reflected in provision for (benefit from) income taxes from continuing operations in the Consolidated Statements of Operations.

These accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit (credit) cost of the company's pension and other benefit plans.

See Note 20 - Pension Plans and Other Post Employment Benefits, to the Consolidated Financial Statements, for additional information.

Reflected in other income (expense) - net.

A portion reflected in (Loss) income from discontinued operations after income taxes for the years ended December 31, 2019 and 2018.

Reflected in other income - net in the Consolidated Statements of Operations.

A portion reflected in (loss) income from discontinued operations after income taxes for the year ended December 31, 2019.

Corteva, Inc.

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Where permitted by applicable law, the company reserves the right to change, modify or discontinue the plans.

As a result of the Merger, the company re-measured its pension and OPEB plans.

The remeasurement of the company’s pension and OPEB plans is included in the fair value measurement of EID’s assets and liabilities as a result of the application of purchase accounting in connection with the Merger.

In addition, net losses and prior service benefits recognized in accumulated other comprehensive income (loss) were eliminated.

Historical Dow and EID did not merge their pension plans and OPEB plans as a result of the Merger.

In connection with the Corteva Distribution and Internal Reorganization, the company retained the benefit obligations relating to EID's principal U.S.

pension plan, several other U.S.

pension plans and OPEB.

Corteva entered into an employee matters agreement with DuPont which provides that employees of DuPont no longer participate in the benefits sponsored or maintained by the company as of the date of the Corteva Distribution and transferred certain of EID's pension and OPEB obligations and associated assets to DuPont.

As a result of the transfer at Separation, about $ 5.8 billion unfunded obligations of the pension and OPEB plans remained with Corteva, of which $ 319 million was supported by funding under the Trust agreement.

Defined Benefit Pension Plans

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pension plan is the largest pension plan held by Corteva.

Most employees hired on or after January 1, 2007 are not eligible to participate in the U.S.

Effective January 1, 2007, a majority of new hires are not eligible to participate in the U.S.

defined benefit pension plans.

The benefits under these plans are based primarily on years of service and employees' pay near retirement.

In November 2016, EID announced that it will freeze the pay and service amounts used to calculate pension benefits for active employees who participate in the U.S.

pension plans on November 30, 2018.

Therefore, as of November 30, 2018, employees participating in the U.S.

pension plans no longer accrue additional benefits for future service and eligible compensation received.

The company froze the pay and service amounts used to calculate the pension benefits for active employees who participate in these plans on November 30, 2018, resulting in the participants no longer accruing additional benefits.

The company's funding policy is consistent with the funding requirements of federal laws and regulations.

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Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded.

The company made a discretionary contribution of $ 1,100 million in the third quarter of 2018 to its principal U.S.

pension plan.

The company made total contributions of $ 49 million, $ 62 million, and $ 121 million to its pension plans other than the principal U.S.

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pension plan in 2022.

The company is evaluating potential discretionary contributions in 2021 to the principal U.S.

pension plan, that could reduce a portion of the underfunded benefit obligation.

Any discretionary contributions depend on various factors including market conditions and tax deductible limits.

The company does not anticipate making contributions to its principal U.S pension plan in 2022.

The weighted-average assumptions used to determine pension plan obligations for all pension plans are summarized in the table below:

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2.55 % 2.54 %

The rate of compensation increase excludes U.S.

pension plans since the employees who participate in the U.S.

pension plans no longer accrue additional benefits for future service and eligible compensation.

The weighted-average assumptions used to determine net periodic benefit costs for all pension plans are summarized in the table below:

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5.73 % 6.25 % 6.24 %

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

After November 30, 2018 the rate of compensation increase in the above tables excludes U.S.

The rate of compensation increase excludes U.S.

pension plans since the employees who participate in the U.S.

pension plans no longer accrue additional benefits for future service and eligible compensation as of that date.

pension plans no longer accrue additional benefits for future service and eligible compensation.

What changed 10-K

Item 9A. Controls and Procedures