What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-02-08 compared with 2023-02-09 · 269 added, 259 removed, 522 unchanged (50% of the section changed)

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant's Common Equity and Related Stockholder Matters

The company's common stock is listed on the New York Stock Exchange, Inc.

The number of record holders of common stock was approximately 71,000 at January 31, 2023.

During 2022 and 2021, the company paid four quarterly dividends on its common stock.

See the below table for dividend information for each quarter during 2022 and 2021.

Fourth Quarter $ 0.15 $ 0.14

Third Quarter $ 0.15 $ 0.14

Second Quarter $ 0.14 $ 0.13

First Quarter $ 0.14 $ 0.13

Total $ 0.58 $ 0.54

See Part III, Item 11.

Executive Compensation for information relating to the company’s equity compensation plans.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES, continued

Issuer Purchases of Equity Securities

The following table summarizes information with respect to the company's purchase of its common stock during the three months ended December 31, 2023:

Month Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of the Company's Publicly Announced Share Buyback Programs 1

Approximate Value of Shares that May Yet Be Purchased Under the Programs 1

Month Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of the Company's Publicly Announced Share Buyback Program 1

Approximate Value of Shares that May Yet Be Purchased Under the Program 1

(Dollars in millions)

October 2022 1,919,628 $ 61.86 1,919,628 $ 2,331

November 2023 2,150,483 46.58 2,150,483 1,570

December 2023 1,545,477 45.04 1,545,477 1,500

Fourth quarter 2023 3,695,960 $ 45.94 3,695,960 $ 1,500

On September 13, 2022 and August 5, 2021, Corteva, Inc.

announced that its Board of Directors authorized a $2 billion share repurchase program and $1.5 billion share repurchase program, respectively, to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date.

On September 13, 2022, Corteva, Inc.

announced that its Board of Directors authorized a $2 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date.

The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES, continued

Stock Performance Graph

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Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include:

(i) failure to successfully develop and commercialize Corteva’s pipeline;

(ii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products;

(i) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products;

(ii) failure to successfully develop and commercialize Corteva’s pipeline;

(iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products;

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(xii) risk related to geopolitical and military conflict;

(xiii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems;

(xiv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva;

(xv) risks related to Corteva's global operations;

(xvi) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions;

(xvii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva;

(xviii) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs;

(xiii) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva;

(xiv) risks related to Corteva's global operations;

(xv) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions;

(xvi) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems;

(xvii) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs;

(xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva;

(xix) increases in pension and other post-employment benefit plan funding obligations;

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(xxi) risks related to pandemics or epidemics;

(xxii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others;

(xxii) Corteva’s intellectual property rights or defense against intellectual property claims asserted by others;

(xxiii) effect of counterfeit products;

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The following is a summary of results from continuing operations for the year ended December 31, 2023:

• The company reported net sales of $17,455 million, an increase of 11 percent versus the year ended December 31, 2021, reflecting a 10 percent increase in price and a 5 percent increase in volume, partially offset by a 3 percent unfavorable impact from currency and a 1 percent unfavorable impact from portfolio.

• Cost of goods sold ("COGS") totaled $10,436 million, up from $9,220 million for the year ended December 31, 2021, primarily driven by increased volumes and higher input costs, freight and logistics, which are primarily market-driven, partially offset by ongoing cost and productivity actions.

• Restructuring and asset related charges - net were $363 million, an increase from $289 million for the year ended December 31, 2021.

The year ended December 31, 2022 primarily included $272 million related to severance and related benefit costs, asset related charges, and contract termination charges associated with 2022 Restructuring Activities and $109 million of non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits, partially offset by a benefit associated with previous restructuring programs.

• The company reported net sales of $17,226 million, a decrease of 1 percent versus the year ended December 31, 2022, reflecting a 10 percent decrease in volume and a 1 percent unfavorable impact from currency, partially offset by a 7 percent price increase and a 3 percent favorable portfolio and other impact.

• Cost of goods sold ("COGS") totaled $9,920 million, down from $10,436 million for the year ended December 31, 2022, primarily driven by lower volumes, ongoing cost and productivity actions and a decrease in royalty expense, partially offset by higher input costs, which are primarily macro-economic driven.

• Restructuring and asset related charges - net were $336 million, a decrease from $363 million for the year ended December 31, 2022.

The year ended December 31, 2023 primarily included $217 million related to asset related charges, including non-cash impairment charges of $152 million, and contract termination charges associated with the Crop Protection Operations Strategy Restructuring Program, charges of $72 million of non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits and $42 million related to severance and related benefit costs, asset related charges and contract termination charges associated with the 2022 Restructuring Actions.

• Income from continuing operations after income taxes was $941 million, as compared to $1,216 million for the year ended December 31, 2022.

• Operating EBITDA was $3,224 million, which improved from $2,576 million for the year ended December 31, 2021, primarily driven by strong price execution, volume gains in all regions and productivity actions, partially offset by inflation and currency headwinds.

• Operating EBITDA was $3,381 million, which improved from $3,224 million for the year ended December 31, 2022, primarily driven by price execution and productivity actions, partially offset by lower volumes coupled with cost and currency headwinds.

Refer to page 44 for further discussion of the company's Non-GAAP financial measures.

In addition to the financial highlights above, the following events occurred during or subsequent to the year ended December 31, 2022:

In addition to the financial highlights above, the following events occurred during the year ended December 31, 2023:

• The company returned approximately $1.2 billion to shareholders during the year ended December 31, 2023 under its previously announced share repurchase programs and through common stock dividends.

• On July 22, 2022, the company's Board of Directors approved a 7.1 percent increase in the common stock dividend from $0.14 per share to $0.15 per share.

• During 2022, Corteva announced that it signed definitive agreements to acquire Stoller and Symborg, which will supplement the crop protection business with additional biological tools that complement evolving farming practices.

The acquisitions are expected to close in the first half of 2023 for an aggregate purchase price of $1.6 billion to be paid at closing, following regulatory approvals, which were obtained in February 2023, and satisfaction of customary closing conditions.

The company believes the following priorities will enable it to create significant value for its customers while delivering strong financial returns to its shareholders over the mid-term:

• On July 21, 2023, the company's Board of Directors approved a 6.7 percent increase in the quarterly common stock dividend from $0.15 per share to $0.16 per share.

The company continues to believe the following priorities will create significant value for its customers and shareholders over the mid-term:

• Accelerate performance and growth through a value creation network focused on four key catalysts:

(1) execute portfolio simplification by prioritizing core markets and crops where we can deliver top tier technology to our customers, (2) continue our path towards royalty neutrality, (3) improve product mix with a focus on differentiation and yield advantage, and (4) operational improvements focused on driving price and productivity actions.

• Increased investment in our industry leading innovation pipeline focused on delivering greater value and productivity to growers through more differentiated and sustainably advantaged solutions driving advancements in global food security and climate change.

• Disciplined capital deployment investing in growth and complementary M&A opportunities that provide attractive returns to shareholders.

(1) portfolio simplification that prioritizes core markets and crops, in which we deliver top tier technology to our customers, (2) a continued move towards royalty neutrality, (3) improve our product mix to focus on differentiation and yield advantage, and (4) operational improvements focused on driving price and productivity.

• Increased investment in our industry-leading innovation pipeline focused on delivering even greater value and productivity to growers through more differentiated and sustainably advantaged solutions, which in turn promise to strengthen global food security and help address the impacts of climate change.

• Deploy capital with discipline by balancing investment, growth, M&A opportunities and returning cash to shareholders.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Analysis of Operations

Global Economic Conditions

Economic activity continues to be impacted by ongoing factors driving volatility in global markets including the misalignment of supply and demand for labor, transportation and logistic services, energy, raw materials and other inputs, the inflation of (or unavailability of) raw material inputs and transportation and logistics services, currency fluctuations, military conflict between Russia and Ukraine and resulting economic sanctions, extreme weather and the evolution of the novel coronavirus disease ("COVID-19").

Corteva will continue to actively monitor global conditions and may take further actions altering its business operations that it determines are in the best interests of its stakeholders, or as required by federal, state, or local authorities.

These alterations or modifications may impact the company's business, including the effects on its customers, employees, and prospects, or on its financial results for the foreseeable future.

The ongoing factors driving volatility in global markets that could impact our business' earnings and cash flows include, but are not limited to, the factors discussed above, expectations of future planted area (as influenced by consumer demand, ethanol markets and government policies and regulations), trade and purchasing of commodities globally and relative commodity prices.

In response to Russia’s military conflict with Ukraine, in April 2022 the company announced its decision to withdraw from Russia and stop production and business activities ("Russia Exit").

Prior to these decisions, Russia contributed approximately 2 percent of the company's annual net sales.

Refer to the 2022 Restructuring Actions discussion below for additional information.

2022 Restructuring Actions

In connection with the company’s shift to a global business unit model, the company assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential.

As a result of this assessment, the company has committed to restructuring actions that, combined with the impact of the company’s Russia Exit (collectively the “2022 Restructuring Actions”), is expected to result in total net pre-tax restructuring and other charges of $350 million to $420 million, comprised of $105 million to $120 million of severance and related benefit costs, $125 million to $150 million of asset related charges, $65 million to $80 million of costs related to contract terminations (including early lease terminations) and $55 million to $70 million of other charges.

Cash payments related to these charges are anticipated to be $180 million to $210 million, of which approximately $90 million has been paid through December 31, 2022, and primarily relate to the payment of severance and related benefits, contract terminations and other charges.

On March 1, 2023, Corteva completed its previously announced acquisition of all the outstanding equity interests in Stoller Group Inc.

(“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L.

and its affiliates (“Symborg”), an expert in microbiological technologies.

The purchase price for Stoller and Symborg was $1,220 million, inclusive of a working capital adjustment, and $370 million, respectively.

These acquisitions supplement the crop protection business with additional biological tools that complement evolving farming practices.

See Note 4 - Business Combinations, to the Consolidated Financial Statements, for additional information.

Crop Protection Operations Strategy Restructuring Program

On November 5, 2023, management of the company approved a plan to further optimize its Crop Protection network of manufacturing and external partners (the "Crop Protection Operations Strategy Restructuring Program").

The plan includes the exit of the company’s production activities at its site in Pittsburg, California, as well as ceasing operations in select manufacturing lines at other locations.

The company expects to record aggregate pre-tax restructuring and asset related charges of $410 million to $460 million, comprised of $70 million to $90 million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment charges and $20 million to $30 million of costs related to contract terminations.

Reductions in workforce are subject to local regulatory requirements.

Future cash payments related to these charges are anticipated to be $90 million to $120 million, which primarily relate to the payment of severance and related benefits and contract terminations.

During the year ended December 31, 2023, the company paid $3 million associated with these charges.

The restructuring actions associated with these charges are expected to be substantially complete in 2024.

The total pre-tax restructuring and other charges included $48 million associated with the Russia Exit for the year ended December 31, 2022.

The Russia Exit net pre-tax charges consisted of $6 million of severance and related benefit costs, $6 million of asset related charges, and $26 million of costs related to contract terminations (including early lease terminations).

During the year ended December 31, 2023, the company recorded pre-tax restructuring and asset related charges of $229 million consisting of $217 million and $12 million recognized in restructuring and asset related charges – net and cost of goods sold, respectively, in the company’s Consolidated Statement of Operations, which primarily related to asset-related charges and contract termination charges.

Asset-related charges include non-cash impairments charges of $152 million, which were recognized during the year ended December 31, 2023 and consisted of $92 million and $60 million relating to operating lease assets and property, plant and equipment, respectively, associated with the exit of the company’s production activities at its site in Pittsburg, California.

The Crop Protection Operations Strategy Restructuring Program is expected to contribute to the company’s ongoing cost and productivity improvement efforts through achieving an estimated $100 million of savings on a run rate basis by 2025.

Future actions by the company or changes in circumstances from current assumptions, including any site disposition gains or losses, may cause actual results and future cash payments to differ.

See Note 6 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements for additional information.

2022 Restructuring Actions

In connection with the company’s shift to a global business unit model during 2022, the company assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential.

As a result of this assessment, the company committed to restructuring actions during the second quarter of 2022, which included the company’s Russia Exit (collectively the “2022 Restructuring Actions”).

Through the year ended December 31, 2023, the company recorded pre-tax restructuring and other charges of $373 million inception-to-date under the 2022 Restructuring Actions, consisting of $131 million of severance and related benefit costs, $116 million of asset related charges, $67 million of costs related to contract terminations (including early lease terminations) and $59 million of other charges.

The company does not anticipate any additional material charges from the 2022 Restructuring Actions as actions associated with this charge are substantially complete.

Cash payments related to these charges are anticipated to be up to $210 million, of which approximately $150 million has been paid through December 31, 2023, and primarily relate to the payment of severance and related benefits, contract terminations and other charges.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

The total pre-tax restructuring and other charges recognized through the year ended December 31, 2023 included $53 million associated with the Russia Exit.

The Russia Exit pre-tax restructuring charges consisted of $6 million of severance and related benefit costs, $6 million of asset related charges, and $30 million of costs related to contract terminations (including early lease terminations).

Other pre-tax charges associated with the Russia Exit were recorded to cost of goods sold and other income (expense) – net in the Consolidated Statement of Operations, relating to inventory write-offs of $3 million and settlement costs of $8 million, respectively.

Additional pre-tax charges up to $20 million associated with the Russia Exit are possible, primarily associated with the collectibility of government receivables.

The company also recorded a pre-tax benefit of $3 million relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase, which consisted of $8 million of net sales and $5 million of cost of goods sold in the Consolidated Statement of Operations (“Russian Seed Sale”).

The 2022 Restructuring Actions are expected to contribute to the company’s ongoing cost and productivity improvement efforts through achieving an estimated $210 million to $220 million of savings on a run rate basis by 2025.

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announced that its Board of Directors authorized a $2 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2022 Share Buyback Plan").

The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors.

In connection with the 2022 Share Buyback Plan, the company repurchased and retired 10,026,000 shares in the open market for a cost (excluding excise taxes) of $500 million during the year ended December 31, 2023.

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").

In connection with the 2021 Share Buyback Plan, the company repurchased and retired 17,425,000 shares and 5,572,000 shares in

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

the open market for a total cost of $1 billion and $250 million during the years ended December 31, 2022 and 2021, respectively.

The timing, price and volume of purchases in connection with the 2022 and 2021 Share Buyback Plans will be based on market conditions, relevant securities laws and other factors.

The company completed the 2021 Share Buyback Plan during the first quarter of 2023 and repurchased and retired 4,098,000, 17,425,000 and 5,572,000 shares in the open market for a total cost of $250 million, $1 billion, and $250 million during the years ended December 31, 2023, 2022 and 2021, respectively.

On June 26, 2019, Corteva, Inc.

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Actions associated with the 2021 Restructuring Actions were substantially complete by the end of 2021.

The company expected the 2021 Restructuring Actions to contribute to the company’s ongoing cost and productivity improvement efforts and achieve an estimated $70 million of savings on a run rate basis by 2023, which was achieved in 2022.

See Note 5 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information.

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 of $173 million from inception-to-date under the Execute to Win Productivity Program, consisting of $120 million of asset related charges and $53 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 company expected $130 million of savings on a run rate basis by 2023, which was achieved in 2022.

See Note 6 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Results of Operations

For the Year Ended December 31,

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Net sales were $17,226 million for the year ended December 31, 2023, compared to $17,455 million for the year ended December 31, 2022.

The decrease was primarily driven by a 10 percent decrease in volume versus the prior year and a 1 percent unfavorable impact from currency, partially offset by a 7 percent increase in price and a 3 percent favorable portfolio and other impact.

Volume declines were driven by strategic product exits, crop protection channel inventory destocking, delayed farmer purchases, lower corn planted area in EMEA, reduced summer corn planted area and lower expected Safrinha corn planted area in Brazil, and the Russia Exit, partially offset by increased corn acres in North America.

The unfavorable currency impacts

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

were led by the Turkish Lira, Canadian Dollar and Chinese Renminbi.

Price gains were driven by continued execution on the company's price for value strategy, strong demand for new technology and strong execution in response to cost inflation led by EMEA, partially offset by challenging market dynamics in Latin America and North America.

The portfolio and other impact was driven by the biologicals acquisitions and the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase.

2022 versus 2021

Net sales were $17,455 million for the year ended December 31, 2022, compared to $15,655 million for the year ended December 31, 2021.

The increase was primarily driven by a 10 percent increase in price and a 5 percent increase in volume versus the prior year period, partially offset by a 3 percent unfavorable currency impact and 1 percent unfavorable portfolio impact.

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The portfolio impact was driven by a divestiture in Asia Pacific.

2021 versus 2020

Net sales were $15,655 million for the year ended December 31, 2021, compared to $14,217 million for the year ended December 31, 2020.

Volume increased 5 percent versus the year-ago period with increases in all regions, led by Latin America.

The volume increases were primarily driven by strong demand, the continued penetration of new and differentiated products and increased planted area.

Price increased 4 percent versus prior year, driven by a continued focus on the company's price for value strategy and pricing for higher raw material and logistical costs.

For the Year Ended December 31,

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COGS was $9,920 million (58 percent of net sales) for the year ended December 31, 2023 compared to $10,436 million (60 percent of net sales) for the year ended December 31, 2022.

The increase was primarily driven by increased volumes in crop protection, and higher input costs, freight and logistics, which are primarily market-driven.

The increases are partially offset by ongoing cost and productivity actions and a favorable impact from currency.

The market driven trends are expected to continue as global supply chains and logistics remain constrained across industries, with the potential for inflationary pressures easing in late 2023 on a year-over-year basis.

The decrease was primarily driven by lower volumes, ongoing cost and productivity actions and a decrease in royalty expense, partially offset by higher input costs, which are primarily macro-economic driven.

The macro-economic driven trends are due to inflationary pressures impacting raw material inputs, which are expected to improve in 2024.

2022 versus 2021

COGS was $10,436 million (60 percent of net sales) for the year ended December 31, 2022 compared to $9,220 million (59 percent of net sales) for the year ended December 31, 2021.

The increase was primarily driven by increased volumes in both seed and crop protection, higher input costs, freight and logistics, which are primarily market-driven, and unfavorable currency, partially offset by ongoing cost and productivity actions.

The increase was primarily driven by increased volumes in crop protection, and higher input costs, freight and logistics, which were primarily market-driven.

The increases were partially offset by ongoing cost and productivity actions and a favorable impact from currency.

Research and Development Expense ("R&D")

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R&D expense was $1,337 million (8 percent of net sales) for the year ended December 31, 2023 and $1,216 million (7 percent of net sales) for the year ended December 31, 2022.

The increase was primarily driven by an increase in variable compensation and spending on field, lab and facilities supplies used in projects, partially offset by favorable currency.

The increase in R&D expense is in support of the company’s long-term growth plans and was primarily driven by an increase in salaries due to higher headcount and the associated spending on field, lab and facilities, and third-party research costs.

The increase was partially offset by a decrease in variable compensation.

2022 versus 2021

R&D expense was $1,216 million (7 percent of net sales) for the year ended December 31, 2022 and $1,187 million (8 percent of net sales) for the year ended December 31, 2021.

The increase was primarily driven by increases in contract labor, variable compensation and unfavorable currency, partially offset by ongoing cost and productivity actions.

The increase was primarily driven by an increase in variable compensation and spending on field, lab and facilities supplies used in projects, partially offset by favorable currency.

Selling, General and Administrative Expenses ("SG&A")

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SG&A was $3,176 million (18 percent of net sales) for the year ended December 31, 2023 and $3,173 million (18 percent of net sales) for the year ended December 31, 2022.

The decrease was primarily driven by favorable currency, lower functional spend and enterprise resource planning ("ERP") costs, and the favorable impact relating to deferred compensation plans due to market declines, partially offset by an increase in commissions expense, selling expense, travel and consulting fees.

The flat results were primarily driven by incremental costs from the Stoller and Symborg acquisitions, an unfavorable impact relating to deferred compensation plans due to market improvements and an increase in bad debt expense, partially offset by a decrease in selling expense, variable compensation, functional spend, commissions and consulting fees.

2022 versus 2021

SG&A was $3,173 million (18 percent of net sales) for the year ended December 31, 2022 and $3,209 million (20 percent of net sales) for the year ended December 31, 2021.

The increase was primarily driven by increases in commission expense, employee related benefit costs, salaries and wages, variable compensation, ERP costs and unfavorable currency, partially offset by a decrease in bad debt expense and ongoing cost and productivity actions.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

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Intangible asset amortization was $683 million for the year ended December 31, 2023 and $702 million for the year ended December 31, 2022.

The decrease was primarily driven by the expiration of the favorable supply contracts on November 1, 2022, at which point the contracts became fully amortized.

See Note 12 - Goodwill and Other Intangible Assets, to the Consolidated Financial Statements, for additional information for the above items.

The decrease was primarily driven by the expiration of the favorable supply contracts in the fourth quarter of 2022, at which point the contracts became fully amortized, partially offset by amortization relating to the intangible assets recognized in connection with the Stoller and Symborg acquisitions.

2022 versus 2021

Intangible asset amortization was $702 million for the year ended December 31, 2022 and $722 million for the year ended December 31, 2021.

The increase was primarily driven by the full year impact of the trade name asset, which changed from an indefinite lived intangible asset to definite lived with a useful life of 25 years in the fourth quarter of 2020.

The decrease was primarily driven by the expiration of the favorable supply contracts on November 1, 2022, at which point the contracts became fully amortized.

See Note 13 - Goodwill and Other Intangible Assets, to the Consolidated Financial Statements, for additional information.

Restructuring and Asset Related Charges - Net

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Restructuring and Asset Related Charges - Net $ 336 $ 363 $ 289

Restructuring and asset related charges - net were $336 million for the year ended December 31, 2023, which was primarily comprised of a $217 million charge related to the Crop Protection Operations Strategy Restructuring Program, a $72 million net charge related to non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits and $42 million related to severance and related benefit costs, asset related charges and contract termination charges (including early lease terminations) associated with the 2022 Restructuring Actions.

The $217 million net charge associated with the Crop Protection Operations Strategy Restructuring Program was primarily comprised of $214 million of asset related charges, which includes non-cash impairment charges of $152 million consisting of $92 million and $60 million related to operating lease assets and property, plant and equipment, respectively, associated with the exit of the company’s production activities at its site in Pittsburg, California.

Restructuring and asset related charges - net were $363 million for the year ended December 31, 2022, which was primarily comprised of a $272 million net charge related to the 2022 Restructuring Actions and $109 million of restructuring and asset related charges - net from non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

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These charges were partially offset by a benefit associated with previous restructuring programs.

Further evaluation of our operations, including decisions involving contract manufacturing opportunities, may result in additional asset related charges, which could be material to our income from continuing operations as reported under U.S.

Restructuring and asset related charges - net were $289 million for the year ended December 31, 2021, which was primarily comprised of a $167 million net charge related to the 2021 Restructuring Actions and $125 million of restructuring and asset related charges - net from non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

The $167 million net charge associated with the 2021 Restructuring Actions was comprised of $74 million of severance and related benefit costs, $45 million of asset related charges, $6 million of asset retirement obligations and $42 million of costs related to contract terminations (including early lease terminations).

Restructuring and asset related charges - net were $335 million for the year ended December 31, 2020, which was comprised of a $176 million net charge related to the Execute to Win Productivity Program and $159 million of restructuring and asset related charges - net from non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

The $176 million net charge associated with the Execute to Win Productivity Program was comprised of $113 million of asset related charges and $63 million of severance and related benefit costs.

See Note 6 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements for additional information.

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2023 versus 2022

Other income (expense) - net was $(60) million for the year ended December 31, 2022 and $1,348 million for the year ended December 31, 2021.

The change was primarily driven by a decrease in non-operating pension and other post-employment benefit credits due to the prior year impact of the December 2020 OPEB plan amendments, an increase in net exchange losses, estimated settlement reserves, the Employee Retention Credit benefit recognized in 2021 (see details below) and losses associated with a previously held equity investment.

The increases are partially offset by a decrease in loss on sale of receivables, an increase in interest income and the absence of charges related to an officer indemnification payment and a contract termination with a third-party service provider that were recognized in 2021.

Other income (expense) - net was $(448) million and $(60) million for the years ended December 31, 2023 and 2022, respectively.

Higher other expense was primarily driven by an increase in net exchange losses and estimated settlement reserves and an increase in non-operating pension and other post-employment costs in the current period versus a benefit in the prior period.

Higher other expense was partially offset by an increase in interest income and the absence of charges incurred in 2022 relating to certain legal matters and losses associated with a previously held equity investment.

2022 versus 2021

Other income (expense) - net was $(60) million for the year ended December 31, 2022 and $1,348 million for the year ended December 31, 2021.

The increase was primarily driven by an increase in non-operating pension and other post-employment benefit credits, driven by the 2020 OPEB Plan Amendments, a decrease in net exchange losses, and the Employee Retention Credit 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”).

The increases are partially offset by the 2021 officer indemnification payment and a charge related to a contract termination with a third-party service provider.

The change was primarily driven by a decrease in non-operating pension and other post-employment benefit credits due to the prior year impact of the December 2020 OPEB plan amendments, an increase in net exchange losses, estimated settlement reserves, the Employee Retention Credit 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”) recognized in 2021 and losses associated with a previously held equity investment.

See Note 7 - Supplementary Information, to the Consolidated Financial Statements for additional information.

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Interest expense was $233 million and $79 million for the years ended December 31, 2023 and 2022, respectively.

The change was primarily driven by higher interest rates on seasonal short-term borrowings and new foreign currency borrowings.

The change was primarily driven by higher interest rates, the issuance of Senior Notes in connection with the May 2023 Debt Offering, and an increase in short term borrowings.

2022 versus 2021

Interest expense was $79 million and $30 million for the years ended December 31, 2022 and 2021, respectively.

The change was primarily driven by lower average short-term borrowings and lower interest rates, partially offset by higher average long-term borrowings.

The change was primarily driven by higher interest rates on seasonal short-term borrowings and new foreign currency borrowings.

Provision for (Benefit from) Income Taxes on Continuing Operations

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Effective Tax Rate 13.9 % 14.7 % 22.3 %

For the year ended December 31, 2023, the company’s effective tax rate of 13.9 percent on pre-tax income from continuing operations of $1,093 million was favorably impacted by a $(65) million benefit related to U.S.

tax credits for increasing research activities, changes to deferred taxes and a tax currency change for legal entities within Switzerland in the amount of $(62) million and $(24) million, respectively, as well as favorable geographic mix of earnings.

These items were partially offset by the unfavorable tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions, which were not deductible in their local jurisdictions, a $46 million charge associated with intellectual property realignment, and a $32 million charge associated with repatriation of cash held outside of the U.S.

primarily from current year earnings.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

For the year ended December 31, 2022, the company’s effective tax rate of 14.7 percent on pre-tax income from continuing operations of $1,426 million was favorably impacted by tax benefits relating to the establishment of deferred taxes in connection with the impact of a change in a U.S.

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These items were partially offset by the unfavorable tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not deductible in their local jurisdictions, and a $24 million charge associated with repatriation of cash held outside of the U.S.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

primarily from current year earnings.

For the year ended December 31, 2021, the company’s effective tax rate of 22.3 percent on pre-tax income from continuing operations of $2,346 million was unfavorably impacted by the tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not deductible in their local jurisdictions, the tax impact of income from pension and other post-employment benefits, and a $23 million charge associated with repatriation of cash held outside of the U.S.

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tax credits for increasing research activities.

For the year ended December 31, 2020, the company’s effective tax rate of (12.0) percent on pre-tax income from continuing operations of $675 million was favorably impacted by a $(182) million tax benefit associated with the recognition of an elective cantonal component of the recent enactment of the Federal Act on Tax Reform and AHV Financing (“Swiss Tax Reform”), a $(51) million tax benefit 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, a $(14) million tax benefit related to a return to accrual adjustment to reflect a change in estimate on the impact of a tax law enactment in a foreign jurisdiction, as well as an additional $(14) million of net tax benefits associated with changes in accruals for certain prior year tax positions in various other jurisdictions.

These benefits were partially offset by the impacts of unfavorable geographic mix of earnings, the tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not deductible in their local jurisdictions, and a $19 million tax charge associated with a state tax valuation allowance in the U.S.

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

(Loss) Income from Discontinued Operations After Tax

Income (loss) from Discontinued Operations After Income Taxes

For the Year Ended December 31,

(In millions) 2023 2022 2021

(Loss) Income from Discontinued Operations After Income Taxes $ (58) $ (53) $ (55)

2022 versus 2021

(Loss) income from discontinued operations after income taxes was $(58) million for the year ended December 31, 2022 and $(53) million for the year ended December 31, 2021.

The year ended December 31, 2022 primarily reflects charges pursuant to the MOU with Chemours and DuPont, relating to PFAS environmental remediation activities primarily at Chemours' Fayetteville Works facility and adjustments of certain prior year tax positions for previously divested businesses.

See below for discussion of discontinued operations for the year ended December 31, 2021.

2021 versus 2020

(Loss) income from discontinued operations after income taxes was $(53) million for the year ended December 31, 2021 and $(55) million for the year ended December 31, 2020.

The year ended December 31, 2021 primarily reflects charges relating to PFAS environmental remediation activities at the Chemours Fayetteville Works facility and the settlement with the State of Delaware for PFAS related natural resource damage claims.

The year ended December 31, 2020 primarily reflects an after-tax charge of $(65) million as a result of the MOU, and the settlement of approximately 95 matters, as well as unfiled matters remaining in the Ohio MDL.

Income (loss) from Discontinued Operations After Income Taxes $ (194) $ (58) $ (53)

Income (loss) from discontinued operations after income taxes was $(194) million for the year ended December 31, 2023, which was primarily comprised of charges associated with the settlement of certain PFAS related legal matters that are subject to the MOU with Chemours and DuPont, including the Nationwide Water District Settlement and the State of Ohio for natural resources damage claims, and charges associated with PFAS environmental remediation activities primarily at Chemours' Fayetteville Works facility.

Income (loss) from discontinued operations after income taxes was $(58) million for the year ended December 31, 2022, which was primarily comprised of charges pursuant to the MOU with Chemours and DuPont, relating to PFAS environmental remediation activities primarily at Chemours' Fayetteville Works facility and adjustments of certain prior year tax positions for previously divested businesses.

Income (loss) from discontinued operations after income taxes was $(53) million for the year ended December 31, 2021, which was primarily comprised of charges relating to PFAS environmental remediation activities at the Chemours Fayetteville Works facility and the settlement with the State of Delaware for PFAS related natural resource damage claims.

See Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for further discussion.

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2023 versus 2022

EIDP’s interest expense was $124 million for the year ended December 31, 2022 and $80 million for the year ended December 31, 2021.

The change was primarily driven by the items noted on page 38, under the header “Interest Expense – 2022 versus 2021,” partially offset by lower interest expense incurred on the related party loan between EIDP and Corteva, Inc.

EIDP’s interest expense was $253 million and $124 million for the years ended December 31, 2023 and 2022, respectively.

The change was primarily driven by the items noted on page 37, under the header “Interest Expense – 2023 versus 2022,” and lower average borrowings on the related party loan between EIDP and Corteva, Inc.

See Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements for further information.

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2022 versus 2021

EIDP’s interest expense was $80 million for the year ended December 31, 2021 and $145 million for the year ended December 31, 2020.

The change was primarily driven by the items noted on page 38, under the header “Interest Expense – 2021 versus 2020,” and by lower interest expense incurred on the related party loan between EIDP and Corteva, Inc.

EIDP’s interest expense was $124 million and $80 million for the years ended December 31, 2022 and 2021, respectively.

The change was primarily driven by the items noted on page 37, under the header “Interest Expense – 2022 versus 2021,” partially offset by lower interest expense incurred on the related party loan between EIDP and Corteva, Inc.

See Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements for further information.

Provision for (Benefit from) Income Taxes

For the year ended December 31, 2022, EIDP had an effective tax rate of 14.4 percent on pre-tax income from continuing operations of $1,381 million, driven by the items noted on page 38, under the header “Provision for Income Taxes - 2022 and a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc.

Provision for (Benefit from) Income Taxes on Continuing Operations

For the year ended December 31, 2023, EIDP had an effective tax rate of 13.7 percent on pre-tax income from continuing operations of $1,073 million, driven by the items noted on page 37, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 2023 and a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc.

See Note 3 - Income Taxes, to the EIDP Consolidated Financial Statements for further information.

For the year ended December 31, 2021, EIDP had an effective tax rate of 22.2 percent on pre-tax income from continuing operations of $2,296 million, driven by the items noted on page 39, under the header “Provision for Income Taxes - 2021” and a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc.

For the year ended December 31, 2022, EIDP had an effective tax rate of 14.4 percent on pre-tax income from continuing operations of $1,381 million, driven by the items noted on page 38, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 2022 and a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc.

See Note 3 - Income Taxes, to the EIDP Consolidated Financial Statements for further information.

For the year ended December 31, 2020, EIDP had an effective tax rate of (18.3) percent on pre-tax income from continuing operations of $575 million, driven by the items noted on page 39, under the header “Provision for Income Taxes - 2020” and a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc.

For the year ended December 31, 2021, EIDP had an effective tax rate of 22.2 percent on pre-tax income from continuing operations of $2,296 million, driven by the items noted on page 38, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 2021” and a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc.

See Note 3 - Income Taxes, to the EIDP Consolidated Financial Statements for further information.

Corporate Outlook - 2024

The outlook for agriculture remains robust in 2023, with record demand for grain and oilseeds as ending stocks continue to be under pressure.

Commodity prices are above historical averages, and farmer balance sheets and income levels remain healthy, leading farmers to prioritize technology to maximize return.

The company expects an increase in U.S.

planted area and continues to monitor dynamic weather conditions around the world.

The global outlook for agriculture remains constructive overall in 2024.

There was record-setting demand for grain, oilseeds and biofuels in 2023 and we expect that to continue to grow in 2024.

On-farm demand remains steady and overall strong.

The Crop Protection industry is working to rebalance after the significant destocking in 2023, however we expect the industry to modestly improve as the imbalance between product going into the channel and on-farm consumption returns to alignment.

The company expects net sales to be in the range of $17.4 billion and $17.7 billion.

Operating EBITDA is expected to be in the range of $3.5 billion and $3.7 billion.

Operating Earnings Per Share is expected to be in the range of $2.70 and $2.90 per share, which reflects higher earnings and lower average share count, partially offset by forecasted higher effective tax rate and interest expense.

Operating Earnings Per Share is expected to be in the range of $2.70 and $2.90 per share, which reflects higher earnings, partially offset by interest expense and a higher base tax rate.

Cash provided by operating activities - continuing operations is expected to be in the range of $2.1 billion and $2.6 billion.

Free cash flow is expected to be in the range of $1.5 billion and $2.0 billion.

Refer to further discussion of Non-GAAP metrics on pages 44 - 46.

The above outlook does not contemplate any extreme weather events, operational disruptions, significant changes in customers' demand or ability to pay, further acceleration of currency and inflation impacts resulting from global economic conditions or the impact of the previously announced Biologicals acquisitions that are expected to close in the first half of 2023.

Corteva is not able to reconcile its forward-looking non-GAAP financial measures to its most comparable U.S.

The above outlook does not contemplate any extreme weather events, operational disruptions, significant changes in customers' demand or ability to pay or further acceleration of currency and inflation impacts resulting from macro-economic driven trends.

Corteva is not able to reconcile its forward-looking non-GAAP financial measures, except Free Cash Flow, to its most comparable U.S.

GAAP financial measures, as it is unable to predict with reasonable certainty items outside of the company’s control, such as Significant Items, without unreasonable effort (refer to page 45 for Significant Items recorded in the years ended December 31, 2022, 2021 and 2020).

However, during 2022 the company committed to restructuring activities relating to the 2022 Restructuring Actions, which are expected to be completed in 2023.

The total net pre-tax restructuring and other charges are not expected to be material to the company’s Consolidated Financial Statements.

However, during 2023, the company committed to restructuring activities to optimize the Crop Protection network of manufacturing and external partners, which are expected to be substantially complete in 2024.

The company expects to record approximately $180 million to $230 million net pre-tax restructuring charges during 2024 for these activities.

See Note 6 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information.

The company also expects non-operating charges associated with pension and OPEB costs to increase when compared to 2022, which is mainly due to an increase in discount rates and a decrease in asset returns due to lower pension plan assets.

Refer to the company's discussion on Long-Term Employee Benefits on page 57.

Additionally, beginning January 1, 2020, the company recognizes non-cash accelerated prepaid royalty amortization expense as a restructuring and asset related charge.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Reconciliation of Forward-Looking Cash Provided by (Used for) Operating Activities – Continuing Operations to Free Cash Flow 1

Year Ended December 31, 2024 1

(In millions) Low End High End

Cash provided by (used for ) operating activities - continuing operations $ 2,130 $ 2,630

Capital expenditures (630) (630)

Free Cash Flow (Non-GAAP) $ 1,500 $ 2,000

This represents the reconciliation of the company’s range provided for its forward-looking non-GAAP financial measure relating to Free Cash Flow.

Refer to further discussion of Non-GAAP metrics on pages 44 - 46.

Recent Accounting Pronouncements

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The segment offers crop protection solutions and digital solutions that provide farmers the tools they need to improve productivity and profitability, and help keep fields free of weeds, insects and diseases.

The segment is a leader in global herbicides, insecticides, nitrogen stabilizers and pasture and range management herbicides.

The segment is a leader in global herbicides, insecticides, nitrogen stabilizers, pasture and range management herbicides and biologicals.

Summarized below are comments on individual segment net sales and segment operating EBITDA for the years ended December 31, 2023, 2022 and 2021.

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A reconciliation of segment operating EBITDA to income (loss) from continuing operations after income taxes for the years ended December 31, 2023, 2022 and 2021 is included in Note 23 - Segment Information, to the Consolidated Financial Statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Seed For the Year Ended December 31,

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Segment operating EBITDA $ 2,117 $ 1,656 $ 1,512

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Seed 2023 vs.

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Total $ 577 7 % 9 % — % (2) % — %

Seed net sales were $9,472 million in 2023, up 5 percent from $8,979 million in 2022.

The sales increase was driven by a 13 percent increase in price, partially offset by a 6 percent decline in volume and a 2 percent unfavorable currency impact.

The increase in price was broad-based and driven by strong demand for top technology and operational execution globally, with global corn and soybean prices up 14 percent and 7 percent, respectively.

Pricing actions more than offset currency impacts in EMEA.

The decline in volume was driven by the 2022 decision to exit Russia, lower corn planted area in EMEA, reduced summer corn planted area and lower expected Safrinha corn planted area in Brazil, partially offset by increased corn acres in North America.

Unfavorable currency impacts were led by the Turkish Lira and the Canadian Dollar.

Seed operating EBITDA was $2,117 million in 2023, up 28 percent from $1,656 million in 2022.

Price execution, reduction of net royalty expense, and ongoing cost and productivity actions more than offset higher commodity and input costs, lower volumes, and the unfavorable impact of currency.

Segment operating EBITDA margin improved by approximately 390 basis points versus the prior-year period.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Seed net sales were $8,979 million in 2022, up 7 percent from $8,402 million in 2021.

The sales increase was driven by a 9 percent increase in price, partially offset by a 2 percent unfavorable currency impact.

The increase was driven by a 9 percent increase in price, partially offset by a 2 percent unfavorable currency impact.

The increase in price was driven by strong execution globally, led by North America and Latin America, with global corn and soybean prices up 9 percent and 11 percent, respectively.

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Segment operating EBITDA margin improved by approximately 45 basis points versus the prior-year period.

Seed net sales were $8,402 million in 2021, up 8 percent from $7,756 million in 2020.

The increase was driven by a 4 percent increase in price and a 4 percent increase in volume.

Local price gains were driven by strong adoption of new Seed technology, including price execution in Latin America and EMEA, with corn price up 5 percent globally.

These gains were partially offset by competitive pricing pressure in North America soybeans, where price was down 2 percent.

The increase in volume was driven by strong demand for corn in Brazil, coupled with higher soybean and corn sales in North America.

Seed operating EBITDA was $1,512 million in 2021, up 25 percent from $1,208 million in 2020.

Continued price execution, volume gains, ongoing cost and productivity actions, lower royalties, and lower bad debt expense more than offset higher input costs, higher freight and warehousing costs, and higher variable compensation costs.

Crop Protection For the Year Ended December 31,

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Total $ (722) (9) % 2 % (14) % (1) % 4 %

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Crop Protection 2022 vs.

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Total $ 1,223 17 % 11 % 9 % (3) % — %

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Crop Protection 2022 vs.

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Crop Protection

Crop protection net sales were $7,754 million in 2023, down 9 percent from $8,476 million in 2022.

The decrease was driven by a 14 percent decrease in volume and a 1 percent unfavorable impact from currency, partially offset by a 4 percent favorable impact from portfolio and a 2 percent increase in price.

The decrease in volume was driven by strategic product exits, channel inventory destocking, and delayed farmer purchases.

The increase in price was led by EMEA, and mostly reflected pricing for the value of our differentiated technology, including new products, and currency in EMEA, partially offset by challenging market dynamics in Latin America and North America.

Unfavorable currency impacts were led by the Turkish Lira and Chinese Renminbi.

The portfolio impact was driven by the Biologicals acquisitions, which added approximately $420 million of net sales.

Segment Operating EBITDA was $1,374 million in 2023, down 18 percent from $1,684 million from 2022.

Pricing execution, productivity actions, and the favorable impact from the Biologicals acquisitions were more than offset by lower volumes, higher input costs, and the unfavorable impact of currency.

Segment operating EBITDA margin declined by 215 basis points versus the prior-year period.

Crop protection net sales were $8,476 million in 2022, up 17 percent from $7,253 million in 2021.

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Segment operating EBITDA margin improved by approximately 330 basis points versus the prior-year period largely driven by pricing execution and new and differentiated technology.

Crop protection net sales were $7,253 million in 2021, up 12 percent from $6,461 million in 2020.

The increase was due to a 6 percent increase in volume, a 5 percent increase in price and a 2 percent favorable impact from currency, partially offset by a 1 percent unfavorable portfolio impact.

Volume gains were led by continued penetration of new products globally, with combined sales of over $1.4 billion in 2021, up nearly $450 million compared to the prior-year period, led by Enlist TM and Arylex TM herbicides and Isoclast TM insecticide.

These volume gains were partially offset by an approximate $275 million impact from the company's decision to phase out select low-margin products.

The increase in price was primarily driven by gains in North America and Latin America, including pricing for higher raw material and logistical costs.

Favorable currency impacts were primarily from the Euro.

The portfolio impact was driven by a divestiture in Asia Pacific.

Crop protection operating EBITDA was $1,202 million in 2021, up 20 percent from $1,004 million from 2020.

Pricing execution, continued penetration of new products, ongoing cost and productivity actions, and a favorable impact from currency more than offset higher input costs, including raw material and logistical costs, and higher variable compensation costs.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

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Operating EBITDA is defined as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits (costs), foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items.

Effective January 1, 2021, on a prospective basis, the company excludes from segment operating EBITDA net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting.

Non-operating benefits (costs) consists of non-operating pension and OPEB credits (costs), tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites, and the 2021 officer indemnification payment.

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Upon settlement, which is within the same calendar year of execution of the contract, the realized gain (loss) from the changes in fair value of the non-qualified foreign currency derivative contracts will be reported in the relevant non-GAAP financial measures, allowing quarterly results to reflect the economic effects of the foreign currency derivative contracts without the resulting unrealized mark to fair value volatility.

The company also uses Free Cash Flow as a non-GAAP measure to evaluate and discuss its liquidity position and ability to generate cash.

Free Cash Flow is defined as cash provided by (used for) operating activities – continuing operations, less capital expenditures.

Management believes that Free Cash Flow provides investors with meaningful information regarding the company’s ongoing ability to generate cash through core operations, and the company’s ability to service its indebtedness, pay dividends (when declared), make share repurchases, and meet its ongoing cash needs for its operations.

The company made the decision, which was retrospectively applied, to adjust the presentation of the Consolidated Statement of Cash Flows to separately show the cash provided by (used for) operating activities – discontinued operations, which was previously presented within cash provided by (used for) operating activities.

See Note 1 – Background and Basis of Presentation, to the Consolidated Financial Statements, for additional information.

As a result, the definition for Free Cash Flow was revised to utilize cash provided by (used for) operating activities – continuing operations.

The change in definition did not have a material impact to prior years’ Free Cash Flow.

Management made this decision to better present the liquidity generated from the company’s ongoing business operations.

Under the revised definition, Free Cash Flow was $307 million and $2,196 million for the years ended December 31, 2022 and 2021, respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

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Refer to Note 18 - Pension Plans and Other Post-Employment Benefits, to the Consolidated Financial Statements, for additional information.

Effective January 1, 2021, on a prospective basis, the company excludes net unrealized gains or losses from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting.

There was no unrealized mark-to-market (gain) loss for the year ended December 31, 2020.

Significant Items

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Restructuring and asset related charges - net $ 336 $ 363 $ 289

Equity securities mark-to-market gain — (47) —

Employee Retention Credit (9) (60) —

Contract termination — 54 —

Estimated settlement expense 1

Inventory write-offs 2

(Gain) loss on sale of business and assets (15) — 53

Loss on exit of non-strategic asset 5 — —

AltEn facility remediation charges 33 — —

Seed sale associated with Russia Exit 2

Spare parts write-off 3

(Gain) loss on sale of business, assets and equity investments 2

Settlement costs associated with the Russia Exit 2

Seed sale associated with Russia Exit 2,4

Acquisition-related costs 5

Employee Retention Credit (3) (9) (60)

Equity securities mark-to-market gain — — (47)

Contract termination — — 54

AltEn facility remediation charges 10 33 —

Total pretax significant items (benefit) charge 579 502 236

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Consists of estimated Lorsban® related charges.

Includes a benefit of $3 million relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase.

It consists of $8 million of net sales and $5 million of cost of goods sold.

Incremental gains (losses) associated with activities related to the 2022 Restructuring Actions.

Incremental loss associated with activities related to the Crop Protection Operations Strategy Restructuring Program.

Includes a benefit of $18 million and $3 million for the years ended December 31, 2023 and 2022, respectively, relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase.

It consists of $71 million and $8 million of net sales and $53 million and $5 million of cost of goods sold for the years ended December 31, 2023 and 2022, respectively.

Relates to acquisition-related costs, including transaction and third-party integration costs associated with the completed acquisitions of Stoller and Symborg as well as the recognition of the inventory fair value step-up.

See Note 4 - Business Combinations, to the Consolidated Financials Statements, for additional information.

Unless specifically addressed above, the income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.

The tax only significant item benefit for the year ended December 31, 2023 relates to the impact of changes to deferred taxes and a tax currency change for legal entities within Switzerland of $(62) million and $(24) million, respectively, as well as adjustments due to intellectual property realignment of $46 million and a change in estimate related to a worthless stock deduction in the U.S.

The tax only significant item benefit for the year ended December 31, 2022 relates to the impact of a change in a U.S.

legal entity's tax characterization, resulting in the establishment of deferred taxes, the release of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil and a worthless stock deduction in the U.S.

in the amount of $(55) million, $(36) million, and $(42) million, respectively.

The tax only significant item benefit for the year ended December 31, 2021 reflects a net benefit for the impact of changes in valuation allowances recorded against the net deferred tax asset positions of two legal entities in Brazil of $(57) million and $44 million, as well as an adjustment related to the impacts of Swiss Tax Reform of $4 million.

The tax only significant item benefit for the year ended December 31, 2020 reflects the impacts of the recognition of an elective cantonal component of the recent enactment of the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform") ($(182) million benefit) and a benefit due to an elective change in accounting method that alters the 2019 impact of the Separation on foreign tax provisions ($(29) million benefit),

legal entity's tax characterization, resulting in the establishment of deferred taxes, the release of a valuation

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

partially offset by a state tax valuation allowance in the U.S.

based on a change in judgment about the realizability of a deferred tax asset ($19 million charge).

allowance recorded against the net deferred tax asset position of a legal entity in Brazil and a worthless stock deduction in the U.S.

of $(55) million, $(36) million, and $(42) million, respectively.

Reconciliation of Income (Loss) from Continuing Operations Attributable to Corteva and Earnings (Loss) Per Share of Common Stock from Continuing Operations - Diluted to Operating Earnings (Loss) and Operating Earnings (Loss) Per Share

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711.9 724.5 741.6

Effective January 1, 2021, on a prospective basis, the company excludes net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting.

There was no unrealized mark-to-market (gain) loss for the year ended December 31, 2020.

Reconciliation of Cash Provided by (Used for) Operating Activities – Continuing Operations to Free Cash Flow

(In millions) Year Ended December 31,

2023 2022 2021

Cash provided by (used for) operating activities - continuing operations $ 1,809 $ 912 $ 2,769

Capital expenditures (595) (605) (573)

Free Cash Flow (Non-GAAP) $ 1,214 $ 307 $ 2,196

Liquidity & Capital Resources

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Total debt $ 2,489 $ 1,307

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

The company's credit ratings impact its access to the debt capital markets and cost of capital.

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has been assigned a long-term issuer credit rating of A- with Stable outlook by Standard & Poor's and an Issuer Default Rating of A with Stable outlook by Fitch Ratings.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

The company believes its ability to generate cash from operations and access to capital markets and commercial paper markets will be adequate to meet anticipated cash requirements to fund its operations, including seasonal working capital, capital spending, dividend payments, share repurchases and pension obligations.

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Corteva considers the borrowing costs and lending terms when selecting the source to fund its operations and working capital needs.

The company had access to approximately $6.0 billion and $6.4 billion at December 31, 2022 and 2021, respectively, in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the Foreign Currency Loans.

The company had access to approximately $6.0 billion at December 31, 2023 and 2022 in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the Foreign Currency Loans.

These facilities provide support to meet the company’s short-term liquidity needs and for general corporate purposes, which may include funding of discretionary and non-discretionary contributions to certain benefit plans, severance payments, repayment and refinancing of debt, working capital, capital expenditures, repurchases and redemptions of securities, funding of acquisitions and funding Corteva's costs and expenses.

In November 2018, EIDP entered into a $3 billion, 5-year revolving credit facility and a $3 billion, 3-year revolving credit facility (the “Revolving Credit Facilities”).

The 2018 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.

During May 2022, the Revolving Credit Facilities were refinanced for purposes of extending the maturity dates to 2027 and 2025 for the 5-year and 3-year revolving credit facilities, respectively, lowering the facility amount of the 3-year revolving credit facility to $2 billion and transitioning the interest rate to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin.

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.

At December 31, 2022, the company was in compliance with these covenants.

In May 2020, EIDP 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 used for general corporate purposes.

In May 2022, the company entered into a $500 million, 364-day revolving credit agreement (the “364-Day Revolving Credit Facility”) expiring in May 2023.

Borrowings under the 364-Day Revolving Credit Facility will have an interest rate equal to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin.

These facilities are provided to the company by highly rated and well capitalized global financial institutions.

In May 2023, the company issued $600 million of 4.50 percent Senior Notes due in 2026 and $600 million of 4.80 percent Senior Notes due in 2033 (the “May 2023 Debt Offering”).

In January 2023, the company amended and restated its May 2022 364-day revolving credit agreement (the “364-Day Revolving Credit Facility”) increasing the facility amount to $1 billion and extending the expiration date to January 2024.

Borrowings under the 364-Day Revolving Credit Facility have an interest rate equal to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin.

The 364-Day Revolving Credit Facility includes a provision under which the company may convert any advances outstanding prior to the maturity date into term loans having a maturity date up to one year later.

The 364-Day Revolving Credit Facility will be used for general corporate purposes including, but not limited to, the funding of seasonal working capital needs.

In February 2023, the company drew down $1 billion under the 364-Day Revolving Credit Facility, which was used for general corporate purposes, including funding seasonal working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions.

In May 2023, the company repaid the $1 billion loan using the proceeds from the May 2023 Debt Offering and subsequently, in July 2023, reduced the available credit from $1 billion to $500 million.

In January 2024, the company amended and restated the 364-Day Revolving Credit Facility to extend the expiration date to February 26, 2024.

The 364-Day Revolving Credit Facility contains customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings.

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At December 31, 2023, the company was in compliance with these covenants.

In January 2023, the company amended and restated the 364-Day Revolving Credit Facility agreement to increase the facility amount to $1 billion and extend the expiration date from May 2023 to January 2024.

In May 2022, EIDP entered into a $3 billion, 5 year revolving credit facility and a $2 billion, 3-year revolving credit facility (the "Revolving Credit Facilities”) expiring in May 2027 and May 2025, respectively.

Borrowings under the revolving credit facilities have an interest rate equal to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60.

At December 31, 2023, the company was in compliance with these covenants.

In May 2020, EIDP 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 were used for general corporate purposes.

The company enters into short-term and long-term foreign currency loans from time-to-time by accessing uncommitted revolving credit lines to fund working capital needs of foreign subsidiaries in the normal course of business (“Foreign Currency Loans”).

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Total unused bank credit lines on the Foreign Currency Loans at December 31, 2023 was approximately $50 million.

The company’s long-term Foreign Currency Loans have varying maturities through 2024.

The company’s long-term Foreign Currency Loans have varying maturities throughout 2024.

The company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations affecting manufacturing plants, mineral producing properties or research facilities located in the U.S.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

consolidated subsidiaries owning such plants, properties and facilities subject to certain limitations.

and the consolidated subsidiaries owning such plants, properties and facilities subject to certain limitations.

The outstanding long-term debt also contains customary default provisions.

In September 2023 and in accordance with the Nationwide Water District Settlement, Chemours, DuPont and Corteva established a settlement fund (the “Water District Settlement Fund”) and collectively contributed $1.185 billion, with Chemours contributing 50 percent, and DuPont and Corteva collectively contributing the remaining 50 percent pursuant to the terms of the Letter Agreement.

The settling companies utilized the balance in the MOU Escrow Account, along with amounts previously expected to be contributed to the MOU Escrow Account in 2023, among other sources, to make their respective contributions to the Water District Settlement Fund.

Refer to Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information.

The company has meaningful seasonal working capital needs based in part on providing financing to its customers.

Working capital is funded through multiple methods including cash, commercial paper, a receivable repurchase facility, the Revolving Credit Facilities, the 364-day Revolving Credit Facility, and factoring.

In February 2022, the company entered into a committed receivable repurchase facility of up to $500 million (the "2022 Repurchase Facility") which expired in December 2022.

In May 2023, in line with seasonal working capital requirements, the company entered into a committed receivable repurchase facility of up to $500 million (the "2023 Repurchase Facility") which expired in December 2023.

Under the 2023 Repurchase Facility, Corteva sold a portfolio of available and eligible outstanding customer notes receivables to participating institutions and simultaneously agreed to repurchase at a future date.

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Refer to Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for more information on the company’s guarantees.

The company's cash, cash equivalents and marketable securities at December 31, 2022 and December 31, 2021 are $3.3 billion and $4.5 billion, respectively, of which $2.0 billion and $2.9 billion at December 31, 2022 and 2021, respectively, was held by subsidiaries in foreign countries, including United States territories.

The company's cash, cash equivalents and marketable securities at December 31, 2023 and 2022 are $2.7 billion and $3.3 billion, respectively, of which $2.2 billion and $2.0 billion, respectively, was held by subsidiaries in foreign countries, including United States territories.

Cash, cash equivalents and marketable securities are concentrated subject to local restrictions with highly rated and well capitalized global financial institutions.

The underlying credit worthiness and exposures to these counterparties are monitored on a regular basis in line with the company’s overall risk management procedures.

Upon actual repatriation, such earnings could be subject to withholding taxes, foreign and/or U.S.

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with global operating cash flows, borrowing capacity from existing committed credit facilities, and access to capital markets and commercial paper markets

Capacity Expansion

During 2022, the company's previously announced expansion of Spinosyns fermentation capacity was completed.

Production began upon completion of the expansion and is on track to achieve the expected 30 percent increase in capacity over the next several years.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Summary of Cash Flows

For the Year Ended December 31,

(Dollars in millions) 2023 2022 2021

Cash provided by (used for) operating activities $ 872 $ 2,727 $ 2,064

Cash provided by (used for) operating activities for the year ended December 31, 2022 was $872 million compared to $2,727 million for the year ended December 31, 2021.

The change in cash provided by (used for) operating activities was driven by higher earnings offset by changes in working capital primarily driven by an increase in inventories reflecting a rebuild of safety stocks to support growth, higher input and commodity costs as well as the impact from market volatility, higher receivables from revenue growth and changes in deferred revenue due to lower increases in prepayments from customers.

Cash provided by (used for) operating activities for the year ended December 31, 2021 was $2,727 million compared to $2,064 million for the year ended December 31, 2020.

The increase in cash provided by (used for) operating activities was driven by an increase in net income, and improvement in working capital primarily driven by higher customer prepayments and higher accounts payable.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Cash provided by (used for) operating activities – continuing operations

$ 1,809 $ 912 $ 2,769

Cash provided by (used for) operating activities – continuing operations for the year ended December 31, 2023 was $1,809 million compared to $912 million for the year ended December 31, 2022.

The change was primarily driven by favorable changes in receivables due to lower crop protection sales and higher collections as well as favorable changes in inventories due to higher seed sales and lower crop protection purchases.

Partially offsetting these sources of cash were lower accounts payable driven by higher payments to third-party growers and higher seed production costs and the timing of payments to lenders for providing financing to select customers.

Cash provided by (used for) operating activities – continuing operations for the year ended December 31, 2022 was $912 million compared to $2,769 million for the year ended December 31, 2021.

The change was primarily driven by higher earnings offset by changes in working capital primarily driven by an increase in inventories reflecting a rebuild of safety stocks to support growth, higher input and commodity costs as well as the impact from market volatility, higher receivables from revenue growth and changes in deferred revenue due to lower increases in prepayments from customers.

For the Year Ended December 31,

(Dollars in millions) 2023

Cash provided by (used for) operating activities – discontinued operations

$ (40) $ (40) $ (42)

Cash provided by (used for) operating activities – discontinued operations for the years ended December 31, 2023 and 2022 was $(40) million.

The cash outflows were primarily related to PFAS activities that are subject to the MOU with Chemours and DuPont associated with environmental remediation activities primarily at Chemours’ Fayetteville Works facility and certain legal matters, which were paid in 2023.

Cash provided by (used for) operating activities – discontinued operations for the year ended December 31, 2022 was $(40) million compared to $(42) million for the year ended December 31, 2021.

The change was primarily related to PFAS activities that are subject to the MOU with Chemours and DuPont associated with environmental remediation activities primarily at Chemours’ Fayetteville Works facility and certain legal matters, which were paid in 2022.

For the Year Ended December 31,

(Dollars in millions) 2023 2022 2021

Cash provided by (used for) investing activities $ (1,987) $ (632) $ (362)

Cash provided by (used for) investing activities was $(1,987) million for the year ended December 31, 2023 compared to $(632) million for the year ended December 31, 2022.

The change was primarily due to higher purchases of investments, lower proceeds from sales and maturities of investments, escrow funding associated with acquisitions and higher capital expenditures.

The change was primarily due to the acquisitions of Stoller and Symborg and lower proceeds from sales and maturities of investments, partially offset by lower purchases of investments and the proceeds from the settlement of the net investment hedge.

Cash provided by (used for) investing activities was $(632) million for the year ended December 31, 2022 compared to $(362) million for the year ended December 31, 2021.

The change was primarily due to lower purchases of investments and proceeds of marketable securities, partially offset by higher capital expenditures.

The change was primarily due to higher purchases of investments, lower proceeds from sales and maturities of investments, escrow funding associated with acquisitions and higher capital expenditures.

Capital expenditures totaled $595 million, $605 million, and $573 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The company expects 2024 capital expenditures to be approximately $630 million.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

For the Year Ended December 31,

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Cash provided by (used for) financing activities was $(99) million for the year ended December 31, 2023 compared to $(1,180) million for the year ended December 31, 2022.

The change was primarily due to higher borrowings partially offset by higher repurchases of common stock, lower proceeds from stock options and higher dividends paid to stockholders.

The change was primarily due to the May 2023 Debt Offering and higher borrowings to fund working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions.

The change was also driven by lower share repurchases.

Cash provided by (used for) financing activities was $(1,180) million for the year ended December 31, 2022 compared to $(1,266) million for the year ended December 31, 2021.

The change was primarily due to lower borrowings and higher repurchases of Corteva common stock.

During 2022, the company's Board of Directors authorized and paid quarterly dividends on its common stock of $0.14, $0.14, $0.15, and $0.15 in the first, second, third and fourth quarters, respectively.

The change was primarily due to higher borrowings partially offset by higher repurchases of common stock, lower proceeds from stock options and higher dividends paid to stockholders.

During 2023, the company's Board of Directors authorized and paid quarterly dividends on its common stock of $0.15 in the first and second quarters and $0.16 in third and fourth quarters, respectively.

On September 13, 2022, Corteva, Inc.

The timing, price and volume of purchases in connection with the 2022 Share Buyback Plan will be based on market conditions, relevant securities laws and other factors.

On August 5, 2021, the company's 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 company repurchased approximately $1.3 billion under the 2021 Share Buyback Plan since the inception of the plan.

In connection with the 2021 Share Buyback Plan, the company repurchased and retired 17,425,000 shares and 5,572,000 shares during the years ended December 31, 2022 and 2021, respectively, in the open market for a total cost of $1 billion and $250 million, respectively.

On June 26, 2019, the company's 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").

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See Note 17 - Stockholders' Equity, to the Consolidated Financial Statements, for additional information related to the share buyback plans.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

For the full year 2024, the company expects repurchases of approximately $1.0 billion under the 2022 Share Buyback Plan discussed above.

The total amount, timing, price and volume of purchases will be based on market conditions, relevant securities laws and other market and company specific factors.

EIDP Liquidity Discussion

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The below relates to EIDP only and is presented to provide a Liquidity discussion, only for the differences between EIDP and Corteva, Inc.

Cash provided by (used for) operating activities

EIDP’s cash provided by (used for) operating activities for the year ended December 31, 2022 was $839 million compared to $2,689 million for the year ended December 31, 2021.

The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities."

EIDP’s cash provided by (used for) operating activities for the year ended December 31, 2021 was $2,689 million compared to $1,986 million for the year ended December 31, 2020.

The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities."

Cash provided by (used for) operating activities - continuing operations

EIDP’s cash provided by (used for) operating activities - continuing operations for the year ended December 31, 2023 was $1,408 million compared to $879 million for the year ended December 31, 2022.

The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities - continuing operations," as well as changes in the balance of the related party Master In-House Banking Agreement where EIDP and Corteva, Inc.

are Participating Companies.

EIDP’s cash provided by (used for) operating activities - continuing operations for the year ended December 31, 2022 was $879 million compared to $2,731 million for the year ended December 31, 2021.

The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities - continuing operations."

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

Cash provided by (used for) operating activities - discontinued operations

EIDP’s cash provided by (used for) operating activities - discontinued operations for the year ended December 31, 2023 was $(40) million compared to $(40) million for the year ended December 31, 2022.

The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities - discontinued operations."

EIDP’s cash provided by (used for) operating activities - discontinued operations for the year ended December 31, 2022 was $(40) million compared to $(42) million for the year ended December 31, 2021.

The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities - discontinued operations."

Cash provided by (used for) investing activities

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EIDP’s cash provided by (used for) financing activities was $302 million for the year ended December 31, 2023 compared to $(1,147) million for the year ended December 31, 2022.

The change was primarily driven by higher borrowings partially offset by higher payments on debt.

The change was primarily due to the May 2023 Debt Offering and higher borrowings to fund working capital needs, capital spending, dividend payments and to partially fund the Stoller and Symborg acquisitions.

The change was also driven by lower payments on related party debt.

EIDP’s cash provided by (used for) financing activities was $(1,147) million for the year ended December 31, 2022 compared to $(1,228) million for the year ended December 31, 2021.

The change was primarily driven by lower proceeds from issuance of long-term debt partially offset by lower payments on long-term debt on related party debt.

The change was primarily driven by higher borrowings partially offset by higher payments on debt.

See Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements for further information on the related party loan between EIDP and Corteva, Inc.

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The company reviews these matters and reflects changes in estimates as appropriate.

Management believes that the following represent some of the more critical judgment areas in the application of the company's accounting policies which could have a material effect on the company's financial position, liquidity or results of operations.

Management believes that the following represent the more critical judgment areas in the application of the company's accounting policies which could have a material effect on the company's financial position, liquidity or results of operations.

Pension Plans and Other Post-Employment Benefits

Accounting for employee benefit plans involves numerous assumptions and estimates.

Accounting for employee benefit plans involves assumptions and estimates.

Discount rate and expected long-term rate of return on plan assets are two critical assumptions in measuring the cost and benefit obligation of the company's pension and OPEB plans.

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These and other assumptions are updated periodically to reflect the actual experience and expectations on a plan specific basis as appropriate.

As permitted by GAAP, actual results that differ from the assumptions are accumulated on a plan by plan basis and to the extent that such differences exceed 10 percent of the greater of the plan's benefit obligation or the applicable plan assets, the excess is amortized over the average remaining service period of active employees or the average remaining life expectancy of plan participants if all or almost all of a plan’s participants are inactive.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

by GAAP, actual results that differ from the assumptions are accumulated on a plan by plan basis and to the extent that such differences exceed 10 percent of the greater of the plan's benefit obligation or the applicable plan assets, the excess is amortized over the average remaining service period of active employees or the average remaining life expectancy of plan participants if all or almost all of a plan’s participants are inactive.

Substantially all of the company's benefit obligation for pensions and OPEB are attributable to the benefit plans in the U.S.

In the U.S., the single equivalent discount rate is developed by matching the expected cash flow of the benefit plans to a yield curve constructed from a portfolio of high quality fixed-income instruments provided by the plans' actuaries as of the measurement date.

The company measures the service and interest cost components utilizing a full yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.

The company primarily utilizes prevailing long-term high quality corporate bond indices to determine the discount rate, applicable to each country, at the measurement date for non-U.S.

Most of the company's benefit obligation for pensions and OPEB are attributable to the U.S.

benefit plans.

The weighted average discount rates used in developing the 2023 net periodic pension and OPEB costs are expected to be 5.17 percent and 5.09 percent, respectively.

Within the U.S., the company establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk.

Strategic asset allocations in other countries are selected in accordance with the laws and practices of those countries.

benefit plans, the single equivalent discount rate is developed by matching the expected cash flow of the benefit plans to a yield curve constructed from a portfolio of high quality fixed-income instruments provided by the plans' actuaries as of the measurement date.

For the non-U.S.

benefit plans, the company primarily utilizes prevailing long-term high quality corporate bond indices to determine the discount rate, applicable to each country, at the measurement date.

The weighted average discount rates used in developing the expected 2024 net periodic pension and OPEB costs were 4.97 percent and 4.92 percent, respectively.

plan, the company establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk.

Where appropriate, asset-liability studies are also taken into consideration.

The expected long-term rate of return on plan assets in the U.S.

is based upon historical real returns (net of inflation) for the asset classes covered by the investment policy, expected performance, and projections of inflation and interest rates over the long-term period during which benefits are payable to plan participants.

The expected long-term rate of return on plan assets is based upon historical real returns (net of inflation) for the asset classes covered by the investment policy, expected performance, and projections of inflation and interest rates over the long-term period during which benefits are payable to plan participants.

In determining the 2023 net periodic pension cost in the U.S., an assumption of 4.50 percent for expected long-term rate of return on plan assets was used.

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reflects the asset allocation of the plan and the effect of the company's active management of the plan's assets.

For the non-U.S.

plans, the strategic asset allocations are selected in accordance with the laws and practices for each country.

I n determining annual expense for the principal U.S.

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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.

At December 31, 2022, the company had accrued obligations of $512 million for probable

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

environmental remediation and restoration costs, including $61 million for the remediation of Superfund sites.

At December 31, 2023, the company had accrued obligations of $501 million for probable environmental remediation and restoration costs, including $55 million for the remediation of Superfund sites.

As remediation activities vary substantially in duration and cost from site to site, it is difficult to develop precise estimates of future site remediation costs.

The company's estimates are based on a number of factors, including the complexity of the geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties ("PRPs") at multi-party sites and the number of and financial viability of other PRPs.

Therefore, considerable uncertainty exists with respect to environmental remediation and costs, and, under adverse changes in circumstances, it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately $600 million above the accrued obligations amount.

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.

It is the opinion of the company’s management, however, that the possibility is remote that costs in excess of the range disclosed will have a material impact on the company’s results of operations, financial condition or cash flows.

For further discussion, see "Environmental Matters" section on page 58 and Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Legal Contingencies

The company's results of operations could be affected by significant litigation adverse to the company, including product liability claims, patent infringement and antitrust claims, and claims for third-party property damage or personal injury stemming from alleged environmental torts.

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.

Management makes adjustments to these accruals to reflect the impact and status of negotiations, settlements, rulings, advice of counsel and other information and events that may pertain to a particular matter.

Predicting the outcome of claims and lawsuits and estimating related costs and exposure involves substantial uncertainties that could cause actual costs to vary materially from estimates.

In making determinations of likely outcomes of litigation matters, management considers many factors.

These factors include, but are not limited to, the nature of specific claims including unasserted claims, the company's experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms, and the matter's current status.

Considerable judgment is required in determining whether to establish a litigation accrual when an adverse judgment is rendered against the company in a court proceeding.

In such situations, the company will not recognize a loss if, based upon a thorough review of all relevant facts and information, management believes that it is probable that the pending judgment will be successfully overturned on appeal.

A detailed discussion of significant litigation matters is contained in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Indemnification Assets

The company has entered into various agreements where the company is indemnified for certain liabilities by DuPont, Dow, and Chemours.

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 assessing the probability of recovery, the company considers the contractual rights under the separation agreements and any potential credit risk.

Future events, such as potential disputes related to recovery as well as the solvency of DuPont, Dow, and/or Chemours, could cause the indemnification assets to have a lower value than anticipated and recorded.

The company evaluates the recovery of the indemnification assets recorded when events or changes in circumstances indicate the carrying values may not be fully recoverable.

See Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information related to indemnifications.

The breadth of the company's operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes the company will ultimately pay.

The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business.

The resolution of these uncertainties may result in adjustments to the company's tax assets and tax liabilities.

It is reasonably possible that changes to the company’s global unrecognized tax benefits could be significant;

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity