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Item 9A. Controls and Procedures

2024-02-08 compared with 2023-02-09 · 623 added, 398 removed, 2646 unchanged (28% of the section changed)

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There have been no changes in the company's internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

Management’s assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2023 excluded the Stoller and Symborg acquisitions, which were completed in March 2023.

Total assets, excluding goodwill and other intangible assets, and net sales of Stoller and Symborg represent approximately 1 percent and 2 percent, respectively, of the company’s consolidated assets and net sales, as of and for the year ended December 31, 2023.

This exclusion is in accordance with the guidelines established by the Securities and Exchange Commission.

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in the Report of Independent Registered Public Accounting Firm contained in our 2023 Annual Report, which is also incorporated herein by reference.

a) Evaluation of Disclosure Controls and Procedures

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There have been no changes in EIDP's internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, EIDP's internal control over financial reporting.

This exclusion is in accordance with the guidelines established by the Securities and Exchange Commission.

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to this Item is incorporated herein by reference to the Proxy, including information within the sections entitled, "Election of Directors," "Corporate Governance," and "Delinquent Section 16(a) Reports".

Information with respect to this Item is incorporated herein by reference to the Proxy, including information within the sections entitled, "Election of Directors," and "Corporate Governance."

The company has adopted a Code of Financial Ethics for its CEO, CFO, and Controller that may be accessed from the company's website at www.corteva.com by clicking on "Investors" and then "Corporate Governance." Any amendments to, or waiver from, any provision of the code will be posted on the company's website at the above address.

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The names of our executive officers and their ages, titles, and biographies as of February 8, 2024 are set forth below:

Magro, age 53, was named Chief Executive Officer of Corteva effective November 2021.

Prior to joining Corteva on November 1, 2021, Mr.

Magro, age 54, was named Chief Executive Officer and director of Corteva effective November 2021.

Prior to joining Corteva, Mr.

Magro served as President and CEO of Nutrien Ltd.

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

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

While at Nutrien he also led the company through numerous M&A transactions thereby, expanding its global footprint.

Prior to this role, Mr.

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in 2009 following a productive career with NOVA Chemicals Corp.

From 2018 to 2022, Mr.

Magro served on the Canadian Pension Plan Investment Board.

In May 2022, Mr.

Magro joined the board of Ingredion, Incorporated, a leading global ingredient solutions provider.

Magro also currently serves on the board of directors of CropLife International, Business Roundtable and the IMAGINE Food Collective.

He is also a member of the University of Waterloo Dean's Advisory Council.

Magro has served on the board of directors of Ingredion Inc., a global provider of ingredient solutions to the food and beverage manufacturing industry since May 2022.

Magro previously served on the Canada Pension Plan Investment Board from 2018 until March 2022.

Anderson, age 74, was named Executive Vice President and Chief Financial Officer of Corteva effective April 2021.

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

Glenn is a member of the Iowa Business Council and currently vice chair for the Food Bank of Iowa Board of Directors.

Glenn is a member of the Iowa Business Council and currently serves as chair of both the Food Bank of Iowa and the Iowa Business Education Alliance board of directors.

Robert King, age 53, was named Executive Vice President, Crop Protection Business Unit of Corteva effective April 2022.

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From December 2019 to December 2020, he previously served as Vice President of Global Operations for PPG’s industrial segment.

King was also the Vice President of Global Supply Chain from July 2018 to December 2019 for Nutrien Ltd., where he worked for five years and was appointed to lead the centralization of the company’s supply chain.

Prior to this, he served as a Regional Manager at

King was also the Vice President of Global Supply Chain from July 2018 to December 2019 for Nutrien Ltd., where he worked for five years

and was appointed to lead the centralization of the company’s supply chain.

Prior to this, he served as a Regional Manager at Nutrien Ltd.

and as the Vice President of Nitrogen Operations and Services at Agrium Inc.

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Samuel Eathington , age 55, was named Executive Vice President, Chief Technology and Digital Officer of Corteva effective April 2022, where he is responsible for leading the company’s global research and development organization, building and expanding its industry-leading pipeline, and overseeing all aspects of Corteva’s digital farming strategy and investments.

He is also responsible for our sustainable innovation commitments.

He joined Corteva in November 2020 and served as senior vice president, chief technology officer from January 2021 until April 2022.

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

Fuerer , age 56, was named Senior Vice President, General Counsel and Secretary of Corteva effective May 2019, where he is responsible for legal, compliance, enterprise risk management, government and industry affairs and corporate communications.

Fuerer , age 57, was named Senior Vice President, General Counsel and Secretary of Corteva effective May 2019, where he is responsible for legal, compliance, and public affairs.

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

since June 2018 and prior to that served as associate general counsel supporting the agriculture division of DowDuPont after the Merger in September 2017.

since June 2018 and prior to that served as associate general counsel supporting the agriculture division of DowDuPont after their merger in September 2017.

From 2013 to 2017, he served as associate general counsel of DuPont with responsibility for the legal affairs of DuPont’s agriculture business and from 2012 to 2013 he served as the corporate secretary of DuPont.

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

Titus is a certified public accountant.

EXECUTIVE COMPENSATION

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Additions charged to expenses 225 87 97

Purchase Accounting Adjustments 8 — —

Deductions from reserves 2

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Amended and Restated Certificate of Incorporation of EIDP, Inc.

(incorporated by reference to Exhibit No.

3.3 to Corteva’s and EIDP’s Quarterly Report on Form 10-Q (Commission file numbers 001-38710 and 001-00815), filed on May 4, 2023)

Amended and Restated Bylaws of EIDP, Inc.

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

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

Registration Statement on Form S-8 (Commission file number 333-220324) filed September 1, 2017.

Amended and Restated Management Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Corteva’s and EIDP’s Quarterly Report on Form 10-Q (Commission file numbers 001-38710 and 001-00815), filed on August 4, 2023).

du Pont de Nemours and Company Stock Accumulation and Deferred Compensation Plan for Directors, (incorporated by reference to Exhibit 4.4 to DowDuPont Inc.

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

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

Supplemental Agreement to the Memorandum of Understanding between The Chemours Company, Corteva, Inc., E.

du Pont de Nemours and Company and DuPont de Nemours, Inc., dated September 5, 2023 (incorporated by reference to Exhibit 10.1 to Corteva’s Quarterly Report on Form 10-Q (Commission file number 001-38710), filed on November 9, 2023).

Corteva, Inc.

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

Amendment to EIDP, Inc.’s Retirement Savings Restoration Plan.

(incorporated by reference to Exhibit No.

10.2 to Corteva’s and EIDP’s Quarterly Report on Form 10-Q (Commission file numbers 001-38710 and 001-00815), filed on August 4, 2023

Subsidiaries of the Registrant.

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The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.

Corteva, Inc.

Clawback Policy

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Based on its assessment and those criteria, management concluded that the company maintained effective internal control over financial reporting as of December 31, 2023.

This exclusion is in accordance with the guidelines established by the Securities and Exchange Commission.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the company's internal control over financial reporting as of December 31, 2023, as stated in their report, which is presented on the following pages.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Corteva, Inc.

To the Board of Directors and Stockholders of Corteva, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded the Stoller Group, Inc.

(“Stoller”) and Quorum Vital Investment, S.L.

and its affiliates (“Symborg”) businesses from its assessment of internal control over financial reporting as of December 31, 2023 because they were acquired by the Company in purchase business combinations during 2023.

We have also excluded the Stoller and Symborg businesses from our audit of internal control over financial reporting.

These businesses, each of which is wholly owned, comprised, in the aggregate, total assets excluding goodwill and other intangible assets, and total net sales excluded from management’s assessment and our audit of internal control over financial reporting of approximately 1 percent and 2 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Definition and Limitations of Internal Control over Financial Reporting

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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Income (loss) from continuing operations after income taxes 941 1,216 1,822

(Loss) income from discontinued operations after income taxes ( 58 ) ( 53 ) ( 55 )

Income (loss) from discontinued operations after income taxes ( 194 ) ( 58 ) ( 53 )

Net income (loss) 747 1,158 1,769

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Deferred income tax liabilities 899 1,119

Pension and other post employment benefits - noncurrent 2,255 3,124

Pension and other post-employment benefits 2,467 2,255

Other noncurrent obligations 1,651 1,676

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Net income (loss) $ 747 $ 1,158 $ 1,769

(Income) loss from discontinued operations after income taxes 194 58 53

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

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Provision for (benefit from) deferred income tax ( 438 ) ( 288 ) 199

Net periodic pension and OPEB benefit, net ( 142 ) ( 1,292 ) ( 340 )

Net periodic pension and OPEB (credits) costs 138 ( 142 ) ( 1,292 )

Pension and OPEB contributions ( 149 ) ( 182 ) ( 247 )

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Other assets and liabilities ( 527 ) 142 57

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

Cash provided by (used for) operating activities - discontinued operations ( 40 ) ( 40 ) ( 42 )

Cash provided by (used for) operating activities 1,769 872 2,727

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Proceeds from sales of property, businesses, and consolidated companies - net of cash divested 57 73 75

Acquisitions of businesses - net of cash acquired ( 1,456 ) — —

Escrow funding associated with acquisitions — ( 36 ) —

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Proceeds from sales and maturities of investments 147 295 345

Proceeds from settlement of net investment hedge 42 — —

Other investing activities, net ( 2 ) ( 3 ) ( 1 )

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Dividends paid to stockholders ( 439 ) ( 418 ) ( 397 )

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

Other financing activities, net ( 49 ) ( 55 ) ( 30 )

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Issuance of Corteva stock 100 100

Acquisition of a noncontrolling interest in consolidated subsidiaries ( 37 ) ( 15 ) ( 52 )

Other - net ( 10 ) ( 10 )

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3 Recent Accounting Guidance

4 Business Combinations

6 Restructuring and Asset Related Charges - Net

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13 Goodwill and Other Intangible Assets

14 Long-Term Debt and Available Credit Facilities

15 Short-Term Borrowings, Long-Term Debt and Available Credit Facilities

16 Commitments and Contingent Liabilities

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Principles of Consolidation and Basis of Presentation

The consolidated financial statements contained in this Annual Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.

GAAP") for all periods presented and include the accounts of the company, its majority owned subsidiaries over which the company exercises control.

The Consolidated Financial Statements and other financial information included in this Annual Report, unless otherwise specified, have been presented to separately show the effects of discontinued 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 16 – Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information on discontinued operations activities.

On June 1, 2019, Corteva, Inc.

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

During the first quarter 2020, the company recorded an increase of $ 40 million to APIC relating to net assets recorded as transferred as part of the 2019 Internal Reorganizations that were retained.

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

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

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

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

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

Argentina contributes 4 percent and 3 percent to the company's annual net sales and segment operating EBITDA, respectively.

The company remeasures net monetary assets and translates the financial statements utilizing the official Argentine Peso (“Peso”) to USD exchange rate.

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

The devaluation of the Peso relative to the USD over the last several years has resulted in the recognition of exchange losses (refer to Note 7 – Supplementary Information, to the Consolidated Financial Statements).

As of December 31, 2022, a further 10 percent deterioration in the official Peso to USD exchange rate would reduce the USD value of our net monetary assets and negatively impact pre-tax earnings by approximately $ 15 million.

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

As of December 31, 2023, a further 10 percent deterioration in the official Peso to USD exchange rate would reduce the USD value of our net monetary assets and negatively

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

impact pre-tax earnings by approximately $ 10 million.

The company will continue to assess the implications to its operations and financial reporting.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The company is also involved with certain joint ventures accounted for under the equity method of accounting that are variable interest entities ("VIEs").

The company is not the primary beneficiary, as the nature of the company's involvement with the VIEs does not provide it the power to direct the VIEs significant activities.

The company is not the primary beneficiary, as the nature of the company's involvement with each VIE does not provide it the power to direct the VIE's significant activities.

Future events may require these VIEs to be consolidated if the company becomes the primary beneficiary.

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Restricted Cash Equivalents

Restricted cash equivalents primarily consist of trust assets and contributions to the escrow account for the settlement of legacy PFAS matters and the associated qualified spend.

Restricted cash equivalents primarily consist of trust assets and contributions to the escrow accounts for the settlement of certain legal matters and the settlement of legacy PFAS matters and the associated qualified spend.

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

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Under the accounting guidance for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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

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

The company uses the following hierarchy to classify assets and liabilities measured at fair value:

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

Level 2 – Significant other observable inputs (e.g.

quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs);

Level 2 – Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).

Level 3 – Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability.

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Foreign Currency Translation

The company's worldwide operations utilize the U.S.

dollar ("USD") or a related foreign currency as the functional currency, where applicable.

The company's worldwide operations utilize the USD or a related foreign currency as the functional currency, where applicable.

The company identifies its separate and distinct foreign entities and groups the foreign entities into two categories:

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As of December 31, 2023, approximately 60 % and 40 % of the company's inventories were accounted for under the first-in, first-out ("FIFO") and average cost methods, respectively.

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

As of December 31, 2022, approximately 55 % and 45 % of the company's inventories were accounted for under the FIFO and average cost methods, respectively.

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

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

See Note 12 – Property, Plant and Equipment, to the Consolidated Financial Statements, for further information.

Goodwill and Other Intangible Assets

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

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

Under the income approach, fair value is

The company determines fair values for each of the reporting units using a

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

discounted cash flow model (a form of the income approach) or the market approach.

Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

The company's significant assumptions in this analysis include future cash flow projections, weighted average cost of capital, the terminal growth rate, and the tax rate.

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Impairment exists when carrying value exceeds fair value.

The company performs an impairment assessment using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy.

The significant assumptions used in the calculation included projected revenue, the royalty rate, the discount rate, and the terminal growth rate.

The company performs an impairment assessment using the multi-period excess earnings method (a form of the income approach) using Level 3 inputs within the fair value hierarchy.

The significant assumptions used in the calculation include future cash flow projections, the discount rate, and the terminal growth rate.

These significant assumptions involve management judgment and estimates relating to future operating performance and economic conditions that may differ from actual cash flows.

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Once these assets are no longer considered held and used, they are removed from the Consolidated Balance Sheets.

Acquisitions are recorded using the acquisition method of accounting and recognizes and measures the identifiable assets acquired and liabilities assumed as of the acquisition date at fair value, where applicable.

The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired and liabilities assumed is recognized as goodwill.

Costs incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded in the period the costs are incurred.

The company includes the operating results of acquired entities from their respective dates of acquisition.

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

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Depreciation is recognized over the remaining useful life of the assets.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Derivative Instruments

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

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

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Changes in factors and assumptions included in the strategic plans, including potential changes to the product portfolio in favor of internally developed biotechnology, could impact the rate of recognition of the relevant prepaid royalty.

At December 31, 2022, the balance of prepaid royalties reflected in other current assets and other assets in the Consolidated Balance Sheets was $ 224 million and $ 101 million, respectively.

The majority of the balance of prepaid royalties relates to the company’s wholly owned subsidiary, Pioneer Hi-Bred International, Inc.’s (“Pioneer”) non-exclusive license in the United States and Canada for the Monsanto Company's Genuity ® Roundup Ready 2 Yield ® glyphosate tolerance trait and Roundup Ready 2 Xtend ® glyphosate and dicamba tolerance trait for soybeans (“Roundup Ready 2 License Agreement”).

At December 31, 2023, the balance of prepaid royalties reflected in other current assets and other assets in the Consolidated Balance Sheets was approximately $ 105 million and $ 25 million, respectively.

The majority of the balance of prepaid royalties in other current assets relates to the company’s wholly owned subsidiary, Pioneer Hi-Bred International, Inc.’s (“Pioneer”) non-exclusive license in the United States and Canada for the Monsanto Company's Genuity ® Roundup Ready 2 Yield ® glyphosate

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

tolerance trait and Roundup Ready 2 Xtend ® glyphosate and dicamba tolerance trait for soybeans (“Roundup Ready 2 License Agreement”).

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

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jointly developed and own the Enlist E3 TM herbicide tolerance trait for soybeans which provides tolerance to 2, 4-D choline in Enlist Duo ® and Enlist One ® herbicides, as well as glyphosate and glufosinate herbicides.

In connection with the validation of breeding plans and large-scale product development timelines, during the fourth quarter of 2019, the company committed to accelerate the ramp up of the Enlist E3 TM trait platform in the company’s soybean

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

portfolio mix across all brands, including Pioneer ® brands, over the subsequent five years.

During the ramp-up period, the company has began to significantly reduce the volume of products with the Roundup Ready 2 Yield ® and Roundup Ready 2 Xtend ® herbicide tolerance traits, with expected minimal use of the trait platform thereafter for the remainder of the Roundup Ready 2 License Agreement (the “Transition Plan”).

In connection with the validation of breeding plans and large-scale product development timelines, during 2019 the company committed to accelerate the ramp up of the Enlist E3 TM trait platform in the company’s soybean portfolio mix across all brands, including Pioneer ® brands.

During the five-year ramp-up period, the company has began to significantly reduce the volume of products with the Roundup Ready 2 Yield ® and Roundup Ready 2 Xtend ® herbicide tolerance traits, with expected minimal use of the trait platform thereafter for the remainder of the Roundup Ready 2 License Agreement (the “Transition Plan”).

The rate of royalty expense has therefore increased significantly through higher amortization of the prepaid royalty as fewer seeds containing the respective trait are expected to be utilized.

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A receivable for an insurance recovery is generally recognized when the loss has occurred and collection is considered probable.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The company accounts for income taxes using the asset and liability method.

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

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

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Recently Adopted Accounting Guidance

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

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

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

The company adopted this guidance on January 1, 2022 and it did not have a material impact on the company’s disclosures.

Accounting Guidance Issued But Not Adopted as of December 31, 2022

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):

In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.

This ASU includes amendments that require a buyer in supplier finance programs to disclose key terms of the programs and related obligations, including a rollforward of such obligations.

This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023, and early adoption is permitted.

This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward requirements, which are effective for fiscal years beginning after December 15, 2023, and early adoption is permitted.

Retrospective application to all periods in which a balance sheet is presented is required, except for the rollforward requirement, which will be applied prospectively.

The adoption of this guidance will result in the company being required to include certain disclosures relating to supplier financing programs and related obligations.

The company adopted this guidance on January 1, 2023 which resulted in certain disclosures being added relating to supplier financing programs and related obligations.

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

Accounting Guidance Issued But Not Adopted as of December 31, 2023

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as reconciling items that meet a quantitative threshold.

Further, the ASU requires additional disclosures on income tax expense and taxes paid, net of refunds received, by jurisdiction.

The new standard is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply it retrospectively.

Early adoption is permitted.

The adoption of this guidance will result in the company being required to include enhanced income tax related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU includes amendments that expand the existing reportable segment disclosure requirements and requires disclosure of (i) significant expense categories and amounts by reportable segment as well as the segment’s profit or loss measure(s) that are regularly provided to the chief operating decision maker (the “CODM”) to allocate resources and assess performance;

(ii) how the CODM uses each reported segment profit or loss measure to allocate resources and assess performance;

(iii) the nature of other segment balances contributing to reported segment profit or loss that are not captured within segment revenues or expenses;

and (iv) the title and position of the individual or name of the group or committee identified as the CODM.

This guidance requires retrospective application to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The adoption of this guidance will result in the company being required to include enhanced disclosures relating to its reportable segments.

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement.

The amendments in this ASU are intended to facilitate consistency in the application of accounting guidance upon the formation of entities qualifying as joint ventures.

It generally requires the use of business combinations accounting at the joint venture formation date, which would result in the contributed assets/liabilities being

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

revalued to fair value and potentially result in the recognition of goodwill and other intangibles on the joint venture’s financial statements.

It does not alter the ongoing accounting for the joint venture’s operations.

This guidance is effective for joint ventures with formation dates on or after January 1, 2025.

Prospective application is required, with early adoption permitted.

Retrospective application can be elected for joint ventures formed before January 1, 2025.

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

NOTE 4 - BUSINESS COMBINATIONS

On March 1, 2023 ("Acquisition Date"), Corteva completed its previously announced acquisitions 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.

The operating results of Stoller and Symborg, since the Acquisition Date, did not have a material impact to the company's Consolidated Financial Statements for the year ended December 31, 2023.

Additionally, supplemental pro forma information have not been presented since the reported amounts in the company's Consolidated Financial Statements for the current period and comparative prior periods would not be materially different had these acquisitions occurred as of January 1, 2022.

Purchase Price Allocation

The company performed a preliminary purchase price allocation and assessment of the fair value of the assets acquired and liabilities assumed as of the Acquisition Date.

The company continues to evaluate aspects of net working capital and income tax related amounts and will finalize the purchase price allocation as it obtains the information necessary to complete the valuation during the measurement period.

The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the Acquisition Date.

The following table summarizes the preliminary purchase price allocation to the assets acquired and liabilities assumed for the Stoller and Symborg acquisitions, as of the Acquisition Date:

(In millions) Stoller 1

Cash and cash equivalents $ 97 $ —

Accounts and notes receivable 243 17

Inventories 81 10

Other current assets 9 2

Property, plant and equipment 71 3

Goodwill 383 129

Other intangible assets 645 300

Deferred income taxes 10 —

Other assets 5 1

Total assets acquired $ 1,544 $ 462

Short-term borrowings 59 —

Accounts payable 25 13

Income taxes payable 2 —

Accrued and other current liabilities 65 4

Long-term debt 2 —

Deferred income tax liabilities 150 74

Other noncurrent obligations 21 1

Total liabilities assumed $ 324 $ 92

Net assets acquired $ 1,220 $ 370

Includes preliminary measurement period adjustments, which were not material.

The significant fair value adjustments included in the preliminary purchase price allocation are discussed below.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Acquired inventories in connection with the acquisition of Stoller and Symborg are primarily comprised of finished goods and raw materials.

The fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort.

The fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value.

The fair value step-up was recognized within cost of goods sold, in the Consolidated Statements of Operations, as the inventory was sold.

Property, Plant & Equipment

Property, plant and equipment associated with Stoller is comprised of $ 31 million of machinery and equipment, $ 31 million of buildings, $ 7 million of land and land improvements, and $ 2 million of construction in progress.

The preliminary estimated fair value was primarily determined using a market approach for land and certain types of equipment, and a replacement cost approach for the remaining depreciable property, plant and equipment.

The market approach for certain types of equipment represents a sale comparison that measures the value of an asset through an analysis of sales and offerings of comparable assets.

The replacement cost approach used for all other depreciable property, plant and equipment measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjust for age and condition of the asset.

The excess of the consideration for Stoller and Symborg over the preliminary net fair value of assets acquired and liabilities assumed resulted in the recognition of goodwill, which has been assigned to the crop protection reporting unit.

Goodwill associated with these acquisitions is attributable to the assembled workforce and expanding the company’s addressable market position.

None of the goodwill recognized will be deductible for income tax purposes.

Other Intangible Assets

In connection with the acquisitions of Stoller and Symborg, the company recorded certain intangible assets, as shown in the table below, representing the preliminary fair values at the Acquisition Date.

Intangible Assets Stoller Symborg

(in millions) Fair Value Weighted-Average Amortization Period (Years) Fair Value Weighted-Average Amortization Period (Years)

Intangible assets with finite lives:

Customer-related $ 495 13 $ — —

Developed technology 106 13 238 12

Trademarks/ trade names 44 15 57 12

Total other intangible assets with finite lives $ 645 13 $ 295 12

Intangible assets with infinite lives:

IPR&D — — 5 —

Total other intangible assets with indefinite lives $ — — $ 5 —

Total intangible assets $ 645 $ 300

The preliminary customer-related and in-process research and development (“IPR&D”) intangible asset’s fair values were determined using the multi-period excess earnings method.

The preliminary developed technology fair values were determined utilizing the relief from royalty method for Stoller and the multi-period excess earnings method for Symborg.

The trademark/trade name fair values were determined utilizing the relief from royalty method.

NOTE 5 - REVENUE

Revenue Recognition

Substantially all of Corteva's revenue is derived from product sales.

Product sales consist of sales of Corteva's products to farmers, distributors, and manufacturers.

Substantially all of Corteva's revenue is derived from product sales, which consist of sales of Corteva's products to farmers, distributors, and manufacturers.

Corteva considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer.

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However, the company has some long-term contracts which can span multiple years.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Revenue from product sales is recognized when the customer obtains control of the company's product, which occurs at a point in time according to shipping terms.

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The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Licenses of Intellectual Property

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Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations.

The company applies the practical expedient to disclose the transaction price allocated to remaining performance obligations for only those contracts with an original duration of one year or more.

The company applies the practical expedient to disclose the transaction price allocated to the remaining performance obligations for only those contracts with an original duration of more than one year.

The transaction price allocated to remaining performance obligations with an original duration of more than one year related to material rights granted to customers for contract renewal options were $ 134 million and $ 131 million at December 31, 2023 and December 31, 2022, respectively.

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Included in other noncurrent obligations in the Consolidated Balance Sheets.

Revenue recognized during the year ended December 31, 2022, December 31, 2021, and December 31, 2020 from amounts included in deferred revenue at the beginning of the period was $ 3,150 million, $ 2,613 million, and $ 2,540 million, respectively.

Revenue recognized during the year ended December 31, 2023, 2022, and 2021 from amounts included in deferred revenue at the beginning of the period was $ 3,342 million, $ 3,150 million, and $ 2,613 million, respectively.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Disaggregation of Revenue

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Seed and Crop Protection.

The company disaggregates its revenue by major product line and geographic region, as the company believes it best depicts the nature, amount and timing of its revenue.

The company disaggregates its revenue by major product line and geographic region, as the company believes it best depicts the nature, amount and timing of its revenue and cash flows.

Net sales by major product line are included below:

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

For the Year Ended December 31,

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NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

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 separate announcement to withdraw from Russia (“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.

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 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.

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.

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 net 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 restructuring 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).

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 $ 2 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 charges related to the 2022 Restructuring Actions related to the segments, as well as corporate expenses, for the year ended December 31, 2022 were as follows:

(In millions) For the Year Ended December 31, 2022

Crop Protection 41

Corporate expenses 111

This amount excludes the pre-tax charges impacting the Seed segment recorded to cost of goods sold and other income (expense) - net in the company's Consolidated Statement of Operations, relating to inventory write-offs of $33 million, and a gain on sale of a business of $15 million, settlement costs associated with the Russia Exit, and charges associated with the exit of a non-strategic asset of $5 million, respectively.

This amount also excludes the Russian Seed Sale, which impacted the Seed segment.

The following table is a summary of charges incurred related to 2022 Restructuring Actions for the year ended December 31, 2022:

The charges of $ 217 million related to the Crop Protection Operations Strategy Program for the year ended December 31, 2023 impacted the crop protection segment.

This amount excludes charges relating to spare parts write-offs, which also impacted the crop protection segment, included in cost of goods sold, in the company’s Consolidated Statement of Operations.

See Note 23 – Segment Information, to the Consolidated Financial Statements, for additional information.

The following table is a summary of charges incurred related to the Crop Protection Strategy Operations Program for the year ended December 31, 2023:

(In millions) For the Year Ended December 31, 2023

Severance and related benefit costs $ 111

Asset related charges 1

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Total restructuring and asset related charges - net 2

Contract terminations includes early lease terminations.

This amount also excludes the Russian Seed Sale, which impacted the Seed segment.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

A reconciliation of the December 31, 2021 to the December 31, 2022 liability balances related to the 2022 Restructuring Actions is summarized below:

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

Asset-related charges includes impairment charges related to operating lease assets and property, plant and equipment, as noted above.

This amount excludes charges relating to spare parts write-offs included in cost of goods sold, in the company’s Consolidated Statement of Operations, as noted above.

A reconciliation of the December 31, 2022 to the December 31, 2023 liability balances related to the Crop Protection Operations Strategy Program is summarized below:

(In millions) Asset Related 1

Contract Termination Total

Balance at December 31, 2022 $ — $ — $ —

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Balance at December 31, 2023 $ — $ — $ —

The liability for contract terminations includes lease obligations.

The cash impact of these obligations will be substantially complete in 2023.

Asset-related charges includes impairment charges related to operating lease assets and property, plant and equipment, as noted above.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

2022 Restructuring Actions

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

Through the year ended December 31, 2022, the company recorded net pre-tax restructuring charges of $ 160 million inception-to-date under the 2021 Restructuring Actions, consisting of $ 69 million of severance and related benefit costs, $ 45 million of asset related charges, $ 6 million of asset retirement obligations and $ 40 million of costs related to contract terminations (including early lease terminations).

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

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 separate announcement to withdraw from Russia (“Russia Exit”) (collectively the “2022 Restructuring Actions”).

Through the year ended December 31, 2023, the company recorded net 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.

The restructuring actions associated with these charges are substantially complete.

The total net 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 net 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.

The charges related to the 2022 Restructuring Actions related to the segments, as well as corporate expenses, for the years ended December 31, 2023 and 2022 were as follows:

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Corporate expenses 20 111

Total $ ( 7 ) $ 167

The following table is a summary of charges incurred related to 2021 Restructuring Actions for the years ended December 31, 2022 and 2021:

This amount excludes other pre-tax charges recorded during the years ended December 31, 2023 and 2022 impacting the Seed segment.

These charges consisted of inventory write-offs and gains (losses) on sale of businesses, assets and equity investments and settlement costs associated with the Russia Exit, which are included in cost of goods sold and other income (expense) - net, in the company's Consolidated Statement of Operations, respectively.

See Note 23 - Segment Information, to the Consolidated Financial Statements, for additional information.

The following table is a summary of charges incurred related to the 2022 Restructuring Actions for the years ended December 31, 2023 and 2022:

For the Year Ended December 31,

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Total restructuring and asset related charges - net 2

Contract terminations includes early lease terminations.

This amount excludes other pre-tax charges recorded during the year ended December 31, 2023 and 2022 included in cost of goods sold and other income (expense) – net, in the company’s Consolidated Statement of Operations, as noted above.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

A reconciliation of the December 31, 2022 to the December 31, 2023 liability balances related to the 2022 Restructuring Actions is summarized below:

(In millions) Severance and Related Benefit Costs Asset Related Contract Termination Total

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

Balance at December 31, 2022 $ 71 $ — $ 12 $ 83

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Balance at December 31, 2023 $ 48 $ 1 $ 9 $ 58

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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 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 Execute to Win Productivity Program charges related to the segments, as well as corporate expenses for the years ended December 31, 2022, 2021, and 2020, were as follows:

The liability for contract terminations includes lease obligations.

The cash impact of these obligations are substantially complete.

2021 Restructuring Actions

Through the year ended December 31, 2023, the company recorded net pre-tax restructuring charges of $ 167 million inception-to-date under the 2021 Restructuring Actions, consisting of $ 70 million of severance and related benefit costs, $ 45 million of asset related charges, $ 12 million of asset retirement obligations and $ 40 million of costs related to contract terminations (including early lease terminations).

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

The charges related to the 2021 Restructuring Actions related to the segments, as well as corporate expenses, for the years ended December 31, 2023, 2022 and 2021 were as follows:

For the Year Ended December 31,

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Total $ 7 $ ( 7 ) $ 167

The following table is a summary of charges incurred related to the Execute to Win Productivity Program for the years ended December 31, 2022, 2021 and 2020:

The following table is a summary of charges incurred related to the 2021 Restructuring Actions for the years ended December 31, 2023, 2022 and 2021:

For the Year Ended December 31,

(In millions) 2023 2022 2021

Severance and related benefit costs - net $ ( 8 ) $ ( 2 ) $ 63

Severance and related benefit costs $ 1 $ ( 5 ) $ 74

Asset related charges 6 — 51

Contract termination charges — ( 2 ) 42

Total restructuring and asset related charges - net $ 7 $ ( 7 ) $ 167

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The years ended December 31, 2022 and 2021 include a gain of $ 15 million and $ 19 million, respectively, relating to the sale of a business in the crop protection segment.

The year ended December 31, 2020 includes a loss of $( 53 ) million and a gain of $ 27 million relating to the sale of the La Porte site, for which the company signed an agreement in 2020, and closed during the first quarter of 2021, and the sale of a business in Asia Pacific in the crop protection segment, respectively.

Includes net pre-tax exchange gains (losses) of $( 284 ) million, $( 110 ) million and $( 67 ) million associated with the devaluation of the Argentine peso for the years ended December 31, 2023, 2022 and 2021, respectively.

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Includes losses from sale of receivables, tax indemnification adjustments related to changes in indemnification balances as a result of the application of the terms of the Tax Matters Agreement between Corteva and Dow and/or DuPont, and other items.

The years ended December 31, 2022 and 2021 also includes the Employee Retention Credit of $ 9 million and $ 60 million, respectively, 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 year ended December 31, 2022 also includes estimated settlement reserves of $( 87 ) million, losses associated with a previously held equity investment, legal accruals, settlement cost associated with the Russia Exit, and charges associated with the exit of a non-strategic asset.

The year ended December 31, 2021 includes a charge related to a contract termination with a third-party service provider of $( 54 ) million, a gain from the remeasurement of an equity investment of $ 47 million, and an officer indemnification payment.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The years ended December 31, 2023, 2022, and 2021 also includes an 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 years ended December 31, 2023 and 2022 also includes estimated settlement reserves and gains (losses) associated with the sale of businesses, assets and equity investments.

The year ended December 31, 2022 also includes legal accruals and settlement cost associated with the Russia Exit.

The year ended December 31, 2021 also includes a charge related to a contract termination with a third-party service provider, a gain from the remeasurement of an equity investment and an officer indemnification payment.

See Note 23 - Segment Information, to the Consolidated Financial Statements, for additional information on significant items.

The following table summarizes the impacts of the company's foreign currency hedging program on the company's results of operations.

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Net after-tax exchange gain (loss) $ ( 335 ) $ ( 234 ) $ ( 88 )

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Cash, cash equivalents and restricted cash equivalents

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Total cash, cash equivalents and restricted cash equivalents $ 3,158 $ 3,618

Restricted cash equivalents primarily relates to a trust funded by EIDP for cash obligations under certain non-qualified benefit and deferred compensation plans due to the Merger, which was a change in control event, and contributions to escrow accounts established for the settlement of certain legal matters, which are classified as current, and the settlement of legacy PFAS matters and the associated qualified spend, which is classified as noncurrent.

Restricted cash equivalents primarily relates to a trust funded by EIDP for cash obligations under certain non-qualified benefit and deferred compensation plans due to the Merger, which was a change in control event, and contributions to escrow accounts established for the settlement of certain legal matters and the settlement of legacy PFAS matters and the associated qualified spend.

All of the company's restricted cash equivalents are classified as current as of December 31, 2023 and 2022, except for the contributions to the escrow account established for the settlement of legacy PFAS matters and the associated qualified spend, which was classified as noncurrent at December 31, 2022.

Accounts payable

Accounts payable was $ 4,895 million and $ 4,126 million at December 31, 2022 and December 31, 2021, respectively.

Accounts payable - trade, which is a component of accounts payable, was $ 3,717 million and $ 3,023 million at December 31, 2022 and December 31, 2021, respectively.

Accounts payable was $ 4,280 million and $ 4,895 million at December 31, 2023 and 2022, respectively.

Accounts payable - trade, which is a component of accounts payable, was $ 2,952 million and $ 3,717 million at December 31, 2023 and 2022, respectively.

Included in accounts payable – trade was seed grower compensation of approximately $ 560 million and $ 470 million at December 31, 2023 and 2022, respectively, which is measured at fair value using level 2 inputs for each period presented.

Accrued discounts and rebates, which is a component of accounts payable, was approximately $ 1,170 million and $ 1,030 million at December 31, 2023 and 2022, respectively.

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

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 8 - INCOME TAXES

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Net income (loss) from continuing operations after taxes $ 941 $ 1,216 $ 1,822

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

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State and local incomes taxes - net 0.9 0.3 2.1

Impact of Swiss Tax Reform 4

Impact of Swiss Tax Changes 4

( 7.9 ) — 0.2

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Other – net ( 0.1 ) ( 0.3 ) 1.3

( 0.3 ) 1.3 1.2

Effective tax rate on income from continuing operations 13.9 % 14.7 % 22.3 %

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Includes a tax benefit of $(36) million for the year ended December 31, 2022, relating to the release of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil.

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

Includes net tax benefit of $(55) million for the year ended December 31, 2022, related to deferred tax assets established upon change in a U.S.

entity's tax characterization, as well as a net tax benefit of $(42) million for the year ended December 31, 2022, related to worthless stock deduction on Company's investment in a subsidiary after a change in the entity's legal structure.

Includes net tax charge of $46 million for the year ended December 31, 2023, associated with intellectual property realignment.

Includes net tax benefits of $(55) million and $(42) million for the year ended December 31, 2022, related to deferred tax assets established upon change in a U.S.

entity's tax characterization, and a worthless stock deduction on Company's investment in a subsidiary after a change in the entity's legal structure, respectively.

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

Further information about the company's foreign currency hedging program is included in Note 7 - Supplementary Information, and Note 20 - Financial Instruments, under the heading Foreign Currency Risk.

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

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Prior year amounts in "other - net" and "repatriation of foreign earnings" for the years ended December 31, 2021 and 2020 have been reclassified from their previous presentation to conform to the current year's presentation.

Includes net tax benefits of $(62) million and $(24) million for the year ended December 31, 2023, related to changes in deferred taxes and a tax currency change, respectively.

Includes the effect of withholding tax on distribution of foreign earnings to the U.S., net of U.S.

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Net Deferred Tax Asset (Liability) $ ( 315 ) $ ( 640 )

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

During the year ended December 31, 2022, the company adjusted the valuation allowances recorded against the net deferred tax asset position of various legal entities, the largest of which relates to a legal entity in Brazil that resulted in a tax benefit of $(36) million.

Prior year amounts in "other accruals and reserves" and "other – net" have been reclassified from their previous presentation to conform to the current year's presentation.

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

Primarily related to tax loss and credit carryforwards from operations in the United States, Switzerland, and Spain.

During the year ended December 31, 2023, the company adjusted the valuation allowances recorded against the net deferred tax asset position of various legal entities, the largest of which relates to legal entities in Switzerland and Argentina.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

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

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

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

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

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

Corteva, DuPont and Dow intend that to the extent federal and/or state corporate income tax

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with a tax sharing agreement and/or Tax Matters Agreement.

Corteva, DuPont and Dow intend that to the extent federal and/or state corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with a tax sharing agreement and/or Tax Matters Agreement.

See Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements for further information related to indemnifications between Corteva, DuPont and Dow.

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federal government enacted the Inflation Reduction Act of 2022 (“the Act”).

The Act includes tax provisions, among other things, which implements (i) a 15 percent minimum tax on book income of certain large corporations;

The Act includes tax provisions, among other things, which implement (i) a 15 percent minimum tax on book income of certain large corporations;

(ii) a one percent excise tax on net stock repurchases;

and (iii) several tax incentives to promote clean energy.

The company does not expect the Act to have a material impact on the company’s financial position, results of operations or cash flows.

The Act did not have a material impact on the company’s financial position, results of operations or cash flows.

In December 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two Model rules (also referred to as the global minimum tax or Global Anti-Base Erosion "GloBE" rules), which were designed to ensure multinational enterprises pay a certain level of tax within every jurisdiction they operate.

Several jurisdictions in which we operate have enacted these rules, with a January 1, 2024 effective date.

The company is monitoring developments and evaluating the potential impact.

At this time, the company does not anticipate a material tax charge as a result of implementation of these rules.

Corteva, Inc.

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Net income (loss) attributable to continuing operations noncontrolling interests 12 11 10

Income (loss) from continuing operations attributable to Corteva common stockholders 1,205 1,812 736

(Loss) income from discontinued operations attributable to Corteva common stockholders ( 58 ) ( 53 ) ( 55 )

Net income (loss) attributable to common stockholders $ 1,147 $ 1,759 $ 681

Income (loss) from continuing operations available to Corteva common stockholders 929 1,205 1,812

Income (loss) from discontinued operations available to Corteva common stockholders ( 194 ) ( 58 ) ( 53 )

Net income (loss) available to common stockholders $ 735 $ 1,147 $ 1,759

Earnings (Loss) Per Share Calculations - Basic For the Year Ended December 31,

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Earnings (loss) per share of common stock from continuing operations $ 1.31 $ 1.67 $ 2.46

(Loss) earnings per share of common stock from discontinued operations ( 0.08 ) ( 0.07 ) ( 0.07 )

Earnings (loss) per share of common stock from discontinued operations ( 0.27 ) ( 0.08 ) ( 0.07 )

Earnings (loss) per share of common stock $ 1.04 $ 1.59 $ 2.39

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Earnings (loss) per share of common stock from continuing operations $ 1.30 $ 1.66 $ 2.44

(Loss) earnings per share of common stock from discontinued operations ( 0.08 ) ( 0.07 ) ( 0.07 )

Earnings (loss) per share of common stock from discontinued operations ( 0.27 ) ( 0.08 ) ( 0.07 )

Earnings (loss) per share of common stock $ 1.03 $ 1.58 $ 2.37

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

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

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

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Total accounts and notes receivable - net $ 5,488 $ 5,701

Accounts receivable – trade and notes receivable – trade are net of allowances of $ 194 million and $ 210 million at December 31, 2022 and December 31, 2021, respectively.

Accounts and notes receivable – trade are net of allowances of $ 205 million and $ 194 million at December 31, 2023 and 2022, respectively.

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

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Other includes receivables in relation to indemnification assets, value added tax, general sales tax and other taxes.

No individual group represents more than 5 percent of total receivables.

No individual group represents more than 5 percent of total current assets.

In addition, Other includes amounts due from nonconsolidated affiliates of $ 131 million and $ 148 million as of December 31, 2023 and 2022, respectively.

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Net provision for credit losses ( 13 )

Write-offs charged against allowance / other 1

Other - net of write-offs charged against allowance ( 3 )

Balance at December 31, 2022 $ 194

Net provision for credit losses 11

Write-offs charged against allowance / other ( 3 )

Other - net of write-offs charged against allowance —

Balance at December 31, 2023 $ 205

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NOTE 12 - PROPERTY, PLANT AND EQUIPMENT

(In millions) December 31, 2022 December 31, 2021

(In millions) December 31, 2023 1

December 31, 2022

Land and land improvements $ 440 $ 416

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Total property, plant and equipment - net $ 4,287 $ 4,254

Includes property, plant and equipment acquired in connection with the Stoller and Symborg acquisitions, which were completed on March 1, 2023.

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

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

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Depreciation expense $ 528 $ 521 $ 521

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 13 - GOODWILL AND OTHER INTANGIBLE ASSETS

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Balance as of December 31, 2022 $ 4,618 $ 5,344 $ 9,962

Acquisitions 2

Currency translation adjustment 53 78 131

Other goodwill adjustments 2

9 ( 19 ) ( 10 )

Balance as of December 31, 2023 $ 5,183 $ 5,422 $ 10,605

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

Consists primarily of the goodwill included in the sale of a business in the crop protection segment and the reassignment of former digital reporting unit goodwill from the seed to the crop protection segment.

Consists primarily of the goodwill included in the sale of a business in the crop protection segment and reallocation of the former digital reporting unit goodwill between the seed and the crop protection segments.

On March 1, 2023, the company completed the acquisitions of Stoller and Symborg, which are included in the crop protection segment.

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

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

Goodwill is evaluated for impairment using qualitative and / or quantitative testing procedures.

The company performs goodwill impairment testing at the reporting unit level which is defined as the operating segment or one level below the operating segment.

The company performs goodwill impairment testing at the reporting unit level, which is defined as the operating

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

segment or one level below the operating segment.

One level below the operating segment, or component, is a business in which discrete financial information is available and regularly reviewed by segment management.

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As of December 31, 2023, accumulated impairment losses on goodwill were $ 4,503 million.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Other Intangible Assets

The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:

(In millions) December 31, 2022 December 31, 2021

(In millions) December 31, 2023 1

December 31, 2022

Gross Accumulated

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Amortization Net

Intangible assets subject to amortization (Definite-lived):

Intangible assets subject to amortization (finite-lived):

Germplasm $ 6,291 $ ( 1,081 ) $ 5,210 $ 6,291 $ ( 826 ) $ 5,465

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Trademarks/trade names 2,111 ( 339 ) 1,772 2,009 ( 251 ) 1,758

Favorable supply contracts 1

395 ( 294 ) 101 395 ( 271 ) 124

395 ( 271 ) 124 405 ( 256 ) 149

Total other intangible assets with finite lives

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IPR&D 5 — 5 10 — 10

Total other intangible assets with indefinite lives 5 — 5 10 — 10

Total other intangible assets $ 13,078 $ ( 3,452 ) $ 9,626 $ 12,102 $ ( 2,763 ) $ 9,339

10 — 10 10 — 10

Total $ 12,102 $ ( 2,763 ) $ 9,339 $ 12,605 $ ( 2,561 ) $ 10,044

Effective November 1, 2022, the favorable supply contracts expired and were fully amortized.

P rimarily consists of sales and farmer networks, marketing and manufacturing alliances and noncompetition agreements.

The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $ 702 million, $ 722 million, and $ 682 million, for the year ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively.

Includes the intangible assets acquired in connection with the Stoller and Symborg acquisitions, which were completed on March 1, 2023.

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

Primarily consists of sales and farmer networks, marketing and manufacturing alliances and noncompetition agreements.

The aggregate pre-tax amortization expense from continuing operations for finite-lived intangible assets was $ 683 million, $ 702 million, and $ 722 million, for the years ended December 31, 2023, 2022, and 2021, respectively.

Total estimated amortization expense for the next five fiscal years is as follows:

(In millions)

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 14 - LEASES

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Certain of the company's leases include residual value guarantees.

These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term.

These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee generally declines over the course of the lease term.

The portion of residual value guarantees that are probable of payment are included in the related lease liability.

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The company's lease agreements do not contain any material restrictive covenants.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The components of lease cost for the years ended December 31, 2023, 2022 and 2021 were as follows:

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Included in other noncurrent obligations in the Consolidated Balance Sheet.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable.

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Financing leases 3.29 % 3.29 %

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Maturities of lease liabilities are as follows:

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Present value of lease liabilities $ 486 $ 2

NOTE 14 - LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

NOTE 15 - SHORT-TERM BORROWINGS, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

The following tables summarize Corteva's short-term borrowings and finance lease obligations and long-term debt:

Short-term borrowings and finance lease obligations

(In millions) December 31, 2023 December 31, 2022

Other loans - various currencies $ 1 $ 23

Long-term debt payable within one year 196 —

Finance lease obligations payable within one year 1 1

Total short-term borrowings and finance lease obligations $ 198 $ 24

Long-Term Debt

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Maturing in 2026 600 4.50 % —

Maturing in 2030 500 2.30 % 500 2.30 %

Maturing in 2033 600 4.80 % —

Foreign currency loans, various rates and maturities 196 14.80 % 181 14.80 %

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Total $ 2,291 $ 1,283

Principal payments of long-term debt are $ 181 million and $ 500 million for debt maturing in 2024 and 2025, respectively.

The estimated fair value of the company's long-term borrowings, was determined using Level 2 inputs within the fair value hierarchy, as described in Note 2 - Summary of Significant Accounting Policies.

Based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities, the fair value of the company's long-term borrowings, not including long-term debt due within one year, was $ 1,172 million and $ 1,120 million at December 31, 2022 and 2021, respectively.

Principal payments of long-term debt are $ 196 million, $ 500 million and $ 600 million for debt maturing in 2024, 2025 and 2026, respectively.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The estimated fair value of the company's short-term and long-term borrowings, including interest rate financial instruments was determined using Level 2 inputs within the fair value hierarchy, as described in Note 2 - Summary of Significant Accounting Policies.

Based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities, the fair value of the company's short-term borrowings and finance lease obligations was approximately carrying value.

The fair value of the company's long-term borrowings, including long-term debt due within one year, was $ 2,434 million and $ 1,172 million at December 31, 2023 and 2022, respectively.

Debt Offering

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”).

The proceeds of this offering are intended to be used for general corporate purposes, which may include funding of working capital, capital expenditures and share repurchases.

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.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

Available Committed Credit Facilities

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Revolving Credit Facility May 2022 2,000 2,000 May 2025 Floating Rate

364-Day Revolving Credit Facility May 2022 500 500 May 2023 Floating Rate

364-Day Revolving Credit Facility January 2023 500 500 January 2024 Floating Rate

Total Committed and Available Credit Facilities $ 5,500 $ 5,500

Revolving Credit Facilities

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 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.

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.

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

364-Day Revolving Credit Facility

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.

364-Day Revolving Credit Facilities

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.

Additionally, the 364 -Day Revolving Credit Facility contains a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60 .

Additionally, the 364 -Day Revolving Credit Facility contains a financial covenant requiring that the ratio of total indebtedness

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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 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.

Uncommitted Credit Facilities and Outstanding Letters of Credit

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These letters of credit support commitments made in the ordinary course of business.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES

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See below for additional information relating to the indemnification obligations under the Chemours Separation Agreement and the Corteva Separation Agreement.

Obligations for Supplier Finance Programs

The company enters into supplier finance programs with various finance providers in which the company agrees to pay the stated amount of confirmed invoices from participating suppliers by the original maturity date.

The company or the financial provider may terminate the agreement upon providing at least thirty days’ written notice.

The payment terms that the company has with its finance providers under supplier finance programs are less than one year.

At December 31, 2023 and 2022, the outstanding obligations under supplier finance programs was approximately $ 115 million and $ 220 million, respectively, and included within accounts payable in the interim Consolidated Balance Sheets.

Obligations for Customers and Other Third Parties

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

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Chemours/Performance Chemicals

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Meanwhile, a confidential arbitration process regarding the same and other claims proceeded (the “Arbitration”).

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

On January 22, 2021, Chemours, DuPont, Corteva and EIDP entered into a binding memorandum of understanding containing a settlement to resolve legal disputes originating from the Delaware Litigation and Arbitration, and to establish a cost sharing arrangement and escrow account to be used to support and manage potential future legacy per- and polyfluoroalkyl substances (“PFAS”) liabilities arising out of pre-July 1, 2015 conduct (the “MOU”).

The MOU replaces the 2017 amendment to the Chemours Separation Agreement.

The MOU replaced the 2017 amendment to the Chemours Separation Agreement.

According to the terms of the cost sharing arrangement within the MOU, Corteva and DuPont together, on one hand, and Chemours, on the other hand, agreed to a 50-50 split of certain qualified expenses related to PFAS liabilities incurred over a term not to exceed twenty years or $ 4 billion of qualified spend and escrow account contributions (see below for discussion of the escrow account) in the aggregate.

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Under the terms of the MOU, Corteva’s estimated aggregate share of the potential $ 2 billion is approximately $ 600 million.

In order to support and manage any potential future PFAS liabilities, the parties have also agreed to establish an escrow account ("MOU Escrow Account").

In order to support and manage any potential future PFAS liabilities, the parties also agreed to establish an escrow account ("MOU Escrow Account").

The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $ 100 million into an escrow account and DuPont and Corteva shall together deposit $ 100 million in the aggregate into an escrow account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $ 50 million into an escrow account and DuPont and Corteva shall together deposit $ 50 million in the aggregate into an escrow account.

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The company made its annual installment deposits due to the MOU Escrow Account through December 31, 2022.

These payments are classified as noncurrent restricted cash equivalents and included in other assets in the Consolidated Balance Sheets.

In connection with the Nationwide Water District Settlement (as defined below under the caption “Other PFOA Matters”), the MOU was supplemented to waive funding due to the MOU Escrow Account by Chemours, DuPont and Corteva for 2023 provided that each party fully funds its portion of the Nationwide Water District Settlement and said settlement is consummated.

In the event the Nationwide Water District Settlement is not consummated, Chemours, DuPont and Corteva will redeposit into the MOU Escrow Account the cash each withdrew to partially fund its respective contribution to the Water District Settlement Fund.

The funding obligation to the MOU Escrow Account with respect to 2024 and due September 30, 2024 will be waived if (i) between October 1, 2023 and September 30, 2024, the parties have entered into settlement

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

agreements resolving liabilities under the MOU that in the aggregate exceed $ 100 million ;

(ii) each company has fully funded its respective share, in accordance with the MOU, of such settlements;

and (iii) such settlements are consummated.

After the term of this arrangement, Chemours’ indemnification obligations under the original 2015 Chemours Separation Agreement, would continue unchanged, subject in each case to certain exceptions set out in the MOU.

Under the MOU, Chemours waived specified claims regarding the construct of its 2015 spin-off transaction, and the parties will dismiss the Pending Arbitr ation regarding those claims.

Under the MOU, Chemours waived specified claims regarding the construct of its 2015 spin-off transaction, and the parties dismissed the Pending Arbitr ation regarding those claims.

Additionally, the parties have agreed to resolve the Ohio MDL PFOA personal injury litigation (as discussed below).

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Under the Corteva Separation Agreement, certain legacy EIDP liabilities from discontinued and/or divested operations and businesses of EIDP (including Performance Chemicals) (a “stray liability”) were allocated to Corteva or DuPont.

For those stray liabilities allocated to Corteva (which may include a specified amount of liability associated with that liability), Corteva is responsible for liabilities in an amount up to that specified amount plus an additional $ 200 million and, for those stray liabilities allocated to DuPont (which may include a specified amount of liability associated with that liability), DuPont is responsible for liabilities up to a specified amount plus an additional $ 200 million.

For those stray liabilities allocated to Corteva and DuPont (which may include a specified amount of liability associated with that liability), Corteva and DuPont are responsible for liabilities in an amount up to that specified amount plus an additional $ 200 million each.

Once each company has met the $ 200 million threshold, Corteva and DuPont will share future liabilities proportionally on the basis of 29 % and 71 %, respectively;

provided, however,

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

that for PFAS, DuPont will manage such liabilities with Corteva and DuPont sharing the costs on a 50 % - 50 % basis starting from $ 1 and up to $ 300 million (with such amount, up to $ 150 million, to be credited to each company’s $ 200 million threshold) and once the $ 300 million threshold is met, then the companies will share proportionally on the basis of 29 % and 71 % respectively, subject to a $ 1 million de minimis requirement.

During the second quarter of 2021, the aggregate amount of the company’s cash spent and liabilities accrued exceeded the stray liability thresholds, including PFAS, noted above.

Therefore, liabilities recognized subsequent to the second quarter of 2021 are shared at the reduced rates noted above.

provided, however, that for PFAS, DuPont managed such liabilities with Corteva and DuPont sharing the costs on a 50 % - 50 % basis starting from $ 1 and up to $ 300 million (with such amount, up to $ 150 million, to be credited to each company’s $ 200 million threshold) and once the $ 300 million threshold was met, the companies share proportionally on the basis of 29 % and 71 % respectively, subject to a $ 1 million de minimis requirement.

The aggregate amount of cash remitted by Corteva has exceeded the stray liability thresholds, including PFAS, noted above.

At December 31, 2023 and December 31, 2022, the indemnification assets were $ 44 million and $ 31 million, respectively, within accounts and notes receivable - net and $ 104 million and $ 105 million, respectively, within other assets in the Consolidated Balance Sheets.

At December 31, 2022 and December 31, 2021, the indemnification liabilities were $ 31 million and $ 20 million, respectively, within accrued and other current liabilities and $ 115 millions and $ 117 million, respectively, within other noncurrent obligations in the Consolidated Balance Sheets.

At December 31, 2023 and December 31, 2022, the indemnification liabilities were $ 30 million and $ 31 million, respectively, within accrued and other current liabilities and $ 106 million and $ 115 million, respectively, within other noncurrent obligations in the Consolidated Balance Sheets.

Discontinued Operations Activity

For the year ended December 31, 2022 and 2020, the company recorded charges of $ 13 million and income of $ 10 million, to (loss) income from discontinued operations after income taxes, in the Consolidated Statement of Operations, related to the adjustment of certain prior year tax positions for previously divested businesses.

For the year ended December 31, 2023 and 2022, the company recorded charges of $ 194 million and $ 58 million, to income (loss) from discontinued operations after income taxes, in the Consolidated Statement of Operations.

The after-tax charges recognized during the year ended December 31, 2023 included approximately $ 175 million associated with the settlement of certain legacy PFAS related legal matters that are subject to the MOU, including the Nationwide Water District Settlement and the State of Ohio related to natural resource damage claims, and charges associated with environmental remediation activities primarily at Chemours' Fayetteville Works facility.

The after-tax charges recognized during the year ended December 31, 2022 primarily related to charges of $ 36 million associated with environmental remediation activities primarily at Chemours' Fayetteville Works facility for estimated costs for off-site water systems and on-site surface water and groundwater remediation to address and abate PFAS discharges arising out of pre-July 1, 2015 conduct.

The increase is the result of changes in Chemours’ environmental remediation activities at the site under the Consent Order between Chemours and the NC DEQ.

The after-tax charges recognized during the year ended December 31, 2022 also includes charges of $ 13 million related to the adjustment of certain prior year tax positions for previously divested businesses.

The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory matters arising out of the normal course of its current businesses or legacy EIDP businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the separation of Corteva from DuPont.

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The company records accruals for legal matters when the information available indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Accruals may reflect the impact and status of negotiations, settlements, rulings, advice from counsel and other information and events that may pertain to a particular matter.

Accruals may reflect the impact and

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

status of negotiations, settlements, rulings, advice from counsel and other information and events that may pertain to a particular matter.

For the litigation matters discussed below, management believes that it is reasonably possible that the company could incur liabilities in excess of amounts accrued, the ultimate liability for which could be material to the results of operations and the cash flows in the period recognized.

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Certain claimants have also put forth remediation claims due to alleged property contamination from chlorpyrifos.

As of December 31, 2022, an accrual was established for the estimated resolution of certain claims.

As of December 31, 2023, an accrual has been established for the estimated resolution of certain claims.

Federal Trade Commission Investigation

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Several proposed private class action lawsuits were also filed in federal court alleging anticompetitive conduct based on the allegations set forth in the FTC lawsuit.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

In February 2023, these private lawsuits were centralized into a multi-district litigation in the U.S.

In February 2023, most of these private lawsuits were centralized into a multi-district litigation in the U.S.

District Court for the Middle District of North Carolina.

We believe any such lawsuits related to Corteva’s business practices are without merit.

Corteva expects to continue a meritorious defense of its business practices.

Bayer Dispute

In August 2022, Bayer filed a breach of contract/declaratory judgment lawsuit in Delaware state court against Corteva relating to an agrobacterium cross-license agreement and E3® soybeans.

Bayer alleges that Corteva practiced two Bayer patents in developing E3® soybeans, and therefore, is entitled to royalties pursuant to the terms of the cross-license agreement.

In April 2023, Corteva's motion to dismiss the complaint on the basis that, under the terms of the cross-license agreement and the law, E3® soybeans cannot infringe expired patents was denied.

At that time the court also denied Bayer’s motion to dismiss our invalidity counterclaim.

The trial date is expected to be set for mid-2025.

Litigation related to legacy EIDP businesses unrelated to Corteva’s current businesses

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EIDP is a party to various legal proceedings relating to the use of PFOA by its former Performance Chemicals segment for which potential liabilities would be subject to the cost sharing arrangement under the MOU as long as it remains effective.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Leach Settlement and Ohio MDL Settlement

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the first, a kidney cancer case, which resulted in a hung jury, while the second, Travis and Julie Abbott v.

E.I du Pont de Nemours and Company (the “Abbott Case”), a testicular cancer case, resulted in a jury verdict of $ 40 million in compensatory damages and $ 10 million for loss of consortium, plus interest.

du Pont de Nemours and Company (the “Abbott Case”), a testicular cancer case, resulted in a jury verdict of $ 40 million in compensatory damages and $ 10 million for loss of consortium, plus interest.

The loss of consortium award was subsequently reduced to $ 250,000 in accordance with state law limitations.

Following entry of the judgment by the court, EIDP filed post-trial motions to reduce the verdict, and to appeal the verdict on the basis of procedural and substantive legal errors made by the trial court.

In December 2022, the Sixth Circuit federal court ruled against the company’s appeal of the jury verdict.

EIDP's motion for en banc review was denied in February 2023.

Defense costs and future liabilities that may arise from these cases are subject to the terms and conditions of the MOU and the Corteva Separation Agreement.

As of December 31, 2022, an accrual was established for this matter.

After the denial of the company’s petition seeking review by the U.S.

Supreme Court, the judgement, inclusive of interest, was paid on November 30, 2023, with EIDP's share being approximately $ 6 million.

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

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As agreed to in the settlement, the plaintiffs' counsel filed a motion to dissolve the MDL.

In December 2022, the motion to dissolve the MDL was denied.

In August 2022, further ruling on the motion to dissolve the Ohio MDL was delayed by the district court pending the outcome of the Abbott Case by the U.S.

Sixth Circuit Court of Appeals.

As of December 31, 2023, 33 plaintiffs purporting to be Leach class members have filed personal injury cases, which are expected to proceed in the Ohio MDL.

Other PFOA Matters

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EIDP did not make firefighting foams, PFOS, or PFOS products.

While EIDP made surfactants and intermediaries that some manufacturers used in making foams, which may have contained PFOA as an unintended byproduct or an impurity, EIDP’s

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

products were not formulated with PFOA, nor was PFOA an ingredient of these products.

While EIDP made surfactants and intermediaries that some manufacturers used in making foams, which may have contained PFOA as an unintended byproduct or an impurity, EIDP’s products were not formulated with PFOA, nor was PFOA an ingredient of these products.

EIDP has never made or sold PFOA as a commercial product.

In March 2023, the U.S.

Environmental Protection Agency ("EPA") published proposed rules establishing a maximum contaminate level of four parts per trillion for PFOA in drinking water.

If such rules are adopted, a legal mandate with respect to acceptable PFOA levels in drinking water would be established.

Aqueous Firefighting Foams.

Approximately 3,400 cases have been filed against 3M and other defendants, including EIDP and Chemours, and most including Corteva and DuPont, alleging PFOS or PFOA environmental contamination and/or personal injury from the use of aqueous firefighting foams.

The majority of these cases have been transferred to a multi-district litigation proceeding in federal district court in South Carolina.

Approximately 3,000 of these cases were filed on behalf of firefighters who allege personal injuries (primarily kidney and testicular cancer) as a result of exposure to aqueous firefighting foams.

Approximately 270 of these cases were filed by water utility or municipal water districts.

Approximately 6,200 cases have been filed against 3M and other defendants, including EIDP and Chemours, and some including Corteva and DuPont, alleging PFOS or PFOA environmental contamination and/or personal injury from the use of aqueous firefighting foams.

The vast majority of these cases have been transferred to a multi-district litigation proceeding in federal district court in South Carolina (“SC MDL”).

Approximately 4,800 of the cases in the SC MDL were filed on behalf of firefighters who allege personal injuries (primarily prostate, kidney and testicular cancer) as a result of exposure to aqueous firefighting foams (“AFFF”).

Most of these recent cases assert claims that the EIDP and Chemours separation constituted a fraudulent conveyance.

The Stuart, Florida water district “bellwether” trial is scheduled for June 2023.

The court has encouraged all parties to discuss resolution of the water utility and water district category of cases, and has appointed a mediator to facilitate discussions between the parties.

Consistent with the Court's instruction and under the mutual obligations of the MOU, Corteva, EIDP, DuPont and Chemours have engaged with the plaintiff's counsel on the resolution of these cases.

Discovery is expected to take place in the first half of 2024 for potential bellwether cases.

On June 1, 2023, approximately 700 AFFF cases filed relating to U.S.

public water systems were included as

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

part of the Nationwide Water District Settlement (as defined below).

Additionally, in December 2023, a class action was filed in Canada against 3M and other defendants, including EIDP and Chemours, alleging PFOS and PFOA environmental contamination and personal injury from use of AFFF.

Nationwide Water District Settlement.

On June 1, 2023, Corteva, EIDP, Inc., DuPont, and Chemours (collectively, the “settling companies”) entered into a binding agreement in principle to comprehensively resolve all drinking water claims related to PFAS of a defined class of U.S.

public water systems that serve the vast majority of the United States population, including, but not limited to the AFFF claims in the SC MDL.

The federal district court in South Carolina (the “SC Court”) granted preliminary approval of the class settlement on August 22, 2023 (the “Nationwide Water District Settlement”).

PFAS, as defined in the settlement, includes PFOA and HFPO-DA, among a broad range of fluorinated organic substances.

Under the Nationwide Water District Settlement, in September 2023 the settling companies 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.

In exchange for the payment to the Water District Settlement Fund, the settling companies will receive a complete release of the claims described below from the Class (as defined below).

The class represented by the Nationwide Water District Settlement is composed of all Public Water Systems, as defined in 42 U.S.C.

§ 300f, with a current detection of PFAS or that are currently required to monitor for PFAS under the Environmental Protection Agency’s Fifth Unregulated Contaminant Monitoring Rule (“UCMR 5”) or other applicable federal or state law (the “Class”).

Approximately 88 percent of the U.S.

is served by systems required to test under UCMR 5.

The Class does not include water systems owned and operated by a State or the United States government;

small systems that have not detected the presence of PFAS and are not currently required to monitor for it under federal or state requirements;

and, unless they otherwise request to be included, water systems in the lower Cape Fear River Basin of North Carolina.

The Nationwide Water District Settlement addresses the timing and logistics of the settlement payment and conditions under which the settlement might not proceed, including a walk-away right that enables the settling companies to terminate the settlement if more than a confidential, agreed number of class members opt out.

A fairness hearing ahead of final approval of the settlement took place on December 14, 2023.

As part of the final approval process, the SC Court will establish a timetable for notice to class members, for hearings on approval, and for class members to opt out of the settlement.

A court-appointed claims administrator, under the oversight of a court-appointed special master, will be responsible for the management, allocation and distribution of the Water District Settlement Fund.

Class counsel, subject to the settling companies’ consent, will nominate the persons who, if approved by the SC Court, will serve as claims administrator and special master.

The total number of requests for exclusion (“opt-outs”) remains under review by the Notice Administrator.

It is expected that approximately 1,000 water districts may have opted-out of the settlement while most public water districts (approximately 93 percent of the Class) remain in the class settlement.

The deadline for water districts to withdraw their request for exclusion is March 1, 2024 and opt-outs remain subject to a court review process for compliance with other settlement terms.

The company continues to support this Nationwide Water District Settlement and final approval by the SC Court is expected to occur in the first quarter of 2024.

The Nationwide Water District Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by Corteva or EIDP.

As of December 31, 2023, an accrual has been established for this settlement.

If a settlement does not receive final approval, and plaintiffs elect to pursue their claims in court, the settling companies will continue to assert their strong legal defenses in pending litigation.

In late March of 2019, the New Jersey State Attorney General filed four lawsuits against EIDP, Chemours, and others alleging that operations at and discharges from former EIDP sites in New Jersey (Chambers Works, Pompton Lakes, Parlin and Repauno) damaged the State’s natural resources.

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These lawsuits include claims under the New Jersey Industrial Site Recovery Act (“ISRA”) and for fraudulent conveyance.

EIDP and Chemours are also defendants in two lawsuits by a private water utility provider in New Jersey and New York alleging damages from PFAS releases into the environment, that impacted water sources that the utilities use to provide water, as well as products liability, negligence, nuisance, and trespass claims.

EIDP is a defendant in three lawsuits, including an action by the State of Ohio based on alleged damage to natural resources, and an action by the City of Dayton claiming losses related to the investigation, remediation and monitoring of PFAS in water supplies.

The trial with respect to the natural resources lawsuit is scheduled for February 2024.

Beginning in April 2023, the lawsuits have been stayed subject to a court appointed mediation.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

as well as products liability, negligence, nuisance, and trespass claims.

The court dismissed the New York plaintiff's trespass claims and limited plaintiffs’ nuisance claims to abatement damages.

EIDP is a defendant in two lawsuits, including an action by the State of Ohio based on alleged damage to natural resources.

The natural resources damage claim was settled in December 2023 for $ 110 million and is pending final approval under Ohio's judicial consent order process.

If approved, Corteva’s share of the settlement under the MOU will be approximately $ 16 million.

The third lawsuit, a putative nationwide class action ("the Hardwick Class Action") brought on behalf of anyone who has detectable levels of PFAS in their blood serum seeks declaratory and injunctive relief, including the establishment of a “PFAS Science Panel.” In March 2022, the trial court certified a class covering anyone subject to Ohio laws having minimal levels of PFOA plus at least one other PFAS in their blood.

The trial court requested further briefing on whether the class should be extended to include other states that recognize analogous claims for relief.

Because EIDP and the other defendants were granted permission by the court to appeal the class certification decision, further briefing on the extension of the class for the trial court has been paused subject to the outcome of the appeal.

In December 2023, the Sixth Circuit Court of Appeals dismissed the Hardwick Class Action due to lack of standing by Mr.

The plaintiff's petition for an en banc review of the dismissal was denied in January 2024.

EIDP is a defendant in about 45 lawsuits, including a putative class action (the "Baker Class Action"), brought by persons who live in and around Hoosick Falls, New York.

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EIDP will challenge the certification, and continue to defend itself on the merits of the case, while seeking an out of court resolution.

EIDP is also one of more than ten defendants in a lawsuit brought by the Town of East Hampton, New York alleging PFOA and PFOS contamination of the town’s well water.

With the settlement of approximately 30 of the personal injury lawsuits, an accrual was established for this matter as of December 31, 2023.

EIDP is also one of more than 10 defendants in a lawsuit brought by the Town of East Hampton, New York alleging PFOA and PFOS contamination of the town’s well water.

Additionally, EIDP along with Chemours and others, have been named defendants in complaints filed by 20 water districts in Nassau County, New York alleging that the drinking water they provide to customers is contaminated with PFAS and seeking reimbursement for clean-up costs.

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Other Natural Resource Damage Cases.

EIDP is one of more than 30 defendants in lawsuits by Alabama and Georgia water utilities alleging contamination from PFCs, including PFOA, used by co-defendant carpet manufacturers to make their products more stain and grease resistant.

In addition, the states of Alaska, California, Florida, Illinois, Massachusetts, Michigan, Mississippi, New Hampshire, North Carolina, Pennsylvania, South Dakota, Vermont and Wisconsin, along with Guam and the Marina Islands, filed lawsuits against EIDP, Chemours, and others, claiming, among other things, PFC (including PFOA)

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

contamination of groundwater and drinking water.

In addition to the natural resource cases in New Jersey and New York, 24 states and 3 U.S.

territories, have filed lawsuits against EIDP, Chemours, and others, claiming, among other things, PFC (including PFOA) contamination of groundwater and drinking water.

Certain cases also name DuPont and Corteva as defendants and include claims of fraudulent conveyance.

The complaints seek reimbursement for past and future costs to investigate and remediate the alleged contamination and compensation for the loss of value and use of the state’s natural resources.

Due to overlapping AFFF allegations, virtually all of these cases have been transferred, or are pending transfer to the SC MDL.

These cases are largely in the discovery phase.

While the recent mediation of the natural resource case in North Carolina concluded without resolution, discussions continue between the parties to seek a resolution.

Mediation for cases in New Jersey are ongoing.

On July 13, 2021, Chemours, DuPont, EIDP and Corteva entered into a settlement agreement with the State of Delaware reflecting the companies' and the State's agreement to settle and fully resolve claims alleged against the companies regarding their historical Delaware operations, manufacturing, use and disposal of all chemical compounds, including PFAS.

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All amounts paid by the companies under the settlement are subject to the MOU and the Corteva Separation Agreement.

Due to the settlement of natural resource damages claims with the State of Ohio, the one-time Supplemental Payment will be triggered when the settlement is approved under the Ohio judicial consent order process, with Corteva’s share under the MOU being approximately $ 4 million.

Under the settlement, if the state sues other parties and those parties seek contribution from the companies, the companies will have protection from contribution up to the amounts previously paid under the settlement agreement.

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The municipalities seek to recover costs incurred due to the alleged emissions, including damages for investigation costs, construction project delays, depreciation of land, soil remediation, liabilities to contractors, and attorneys’ fees.

In September 2022, the court ordered a hearing on the merits to occur by May 2023.

In September 2023, the court entered a

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

second interlocutory judgment, ruling, inter alia, that defendants were liable to the municipalities for PFOA emissions during a certain time period, and the removal costs of deposited emissions on the municipalities land infringes their property rights by an objective standard.

While the parties continue to seek a resolution to these matters, a separate hearing related to damages is expected to be scheduled for the first half of 2024.

Additionally, the Office of Public Prosecutor in The Netherlands opened a criminal investigation against certain Dutch subsidiaries of Chemours and Historical DuPont, as well as each subsidiary's directors, alleging unlawful PFOA and GenX emissions from Chemours' Dordrecht facility.

Carpet Mill Cases.

The city of Rome, GA and Centre, Alabama water district alleged defendants, including EIDP, Chemours, other chemical suppliers and large carpet mills, discharged PFAS in their industrial wastewater, and that this wastewater after treatment, resulted in PFAS contamination of drinking water supplies.

The city of Rome sought damages for the cost of the installation of a water treatment system capable of removing PFCs from the water, injunctive relief requiring the defendants to clean up the contamination in the river ways, and punitive damages.

Additionally, the city of Rome sent a demand to EIDP asserting damages for the construction of a new utilities wastewater treatment system and upgrades to the city's water treatment system, along with future monitoring costs.

The City of Rome case has been settled and an accrual was established as of December 31, 2023.

The Centre Alabama water district carpet case has been stayed by the SC MDL.

Numerous carpet manufacturers, their alleged suppliers and former suppliers, including EIDP and Chemours, and certain municipal or utility defendants are also subject to several lawsuits in Georgia and Alabama, alleging negligence, nuisance and trespass related to the release of PFOA, and requesting injunctive relief related to PFOA contamination.

Fayetteville Works Facility, North Carolina

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One of these is a consolidated putative class action that asserts claims for medical monitoring and property damage on behalf of putative classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River.

Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, that seek actual and punitive damages as well as injunctive relief.

In a state court action over approximately 100 private property owners near the Fayetteville Works facility filed a complaint against Chemours and EIDP in May 2020.

The plaintiffs seek compensatory and punitive damages for their claims of private nuisance, trespass, and negligence allegedly caused by release of certain PFCs.

Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority (“CFPUA”) and Brunswick County, that seek actual and punitive damages as well as injunctive relief.

In a state court action approximately 100 private property owners near the Fayetteville Works facility filed a complaint against Chemours and EIDP in May 2020.

The plaintiffs seek compensatory and punitive damages for their claims of private nuisance, trespass, negligence and property damage allegedly caused by release of certain PFCs.

In March 2023, CFPUA filed a Delaware Chancery Court action claiming the spin-off of Chemours and the Dow and historical DuPont merger were unlawful and should be voided, so CFPUA is not precluded from recovering amounts its entitled in its pending litigation.

EIDP filed a motion to dismiss the Delaware Chancery Court action based upon failure to state a claim under Delaware law in June 2023, along with a counterclaim in October 2023.

CFPUA’s motion to stay the case was granted in January 2024.

Generally, site-related expenses related to GenX claims are subject to the cost sharing arrangements as defined in the MOU.

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For a discussion of the allocation of environmental liabilities under the Chemours Separation Agreement and the Corteva Separation Agreement, see page F-38.

During the year ended December 31, 2022 and 2021, company recorded charges of $ 36 million and $ 48 million, to (loss) income from discontinued operations after income taxes in the Consolidated Statement of Operations, related to the MOU.

The charges recorded for the year ended December 31, 2022 and 2021 primarily related to an increase in the environmental remediation accrual for Chemours' Fayetteville Works facility for estimated costs for off-site water systems and on-site surface water and groundwater remediation to address and abate PFAS discharges arising out of pre-July 1, 2015 conduct.

The increase is the result of changes in Chemours’ environmental remediation activities at the site under the Consent Order between Chemours and the NC DEQ.

Corteva, Inc.

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Total $ 279 $ 501 $ 654

Represents liabilities that are subject the $ 200 million threshold and sharing arrangements as discussed on page F-37, under the header "Corteva Separation Agreement."

Represents liabilities that are subject to the $ 200 million threshold and sharing arrangements as discussed on page F-39, under the header "Corteva Separation Agreement."

The company has recorded an indemnification asset related to these accruals, including $ 31 million related to the Superfund sites.

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Accrual balance includes $55 million for remediation of Superfund sites.

Amounts do not include possible impacts from the remediation elements of the EPAs October 2021 PFAS Strategic Roadmap (as applicable), except as disclosed on page F-41 relating to Chemours' remediation activities at the Fayetteville Works Facility pursuant to the Consent Order with the NC DEQ.

Amounts do not include possible impacts from the remediation elements of the EPAs October 2021 PFAS Strategic Roadmap (as applicable), except as disclosed on page F-44 relating to Chemours' remediation activities at the Fayetteville Works Facility pursuant to the Consent Order with the North Carolina Department of Environmental Quality ("NC DEQ").

Represents liabilities that are subject to the $150 million threshold and sharing agreements as discussed on page F-38, under the header "Chemours / Performance Chemicals."

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Chemours has accepted indemnity and defense for these matters, while reserving rights and declining EIDP’s demand relating to the ISRA and fraudulent transfer matters as alleged under the existing New Jersey natural resource lawsuits discussed on page F-42.

Further ruling on this proceeding has been stayed subject to court appointed mediation.

Nebraska Department of Environment and Energy, AltEn Facility

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Corteva is one of six seed companies, who were customers of AltEn (collectively, the "Facility Response Group"), participating in the NDEE’s Voluntary Cleanup Program to address certain interim remediation needs at the site.

In February 2022, Corteva, along with other members of the Facility Response Group, filed a lawsuit against AltEn and certain of its affiliates to preserve certain contractual and common law indemnification claims.

In February 2022, the Facility Response Group, filed a lawsuit against AltEn and certain of its affiliates to preserve certain contractual and common law indemnification claims.

As of December 31, 2023, an accrual was established for Corteva’s estimated voluntary contribution to the solid waste and wastewater remedial action plans for the AltEn location.

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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 purchased and retired 17,425,000 shares and 5,572,000 shares in the open market for a total cost of $ 1 billion and $ 250 million during the years ended December 31, 2022 and 2021, respectively.

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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The company completed the 2019 Share Buyback Plan during the third quarter of 2021 and repurchased and retired 24,705,000 shares between the years ended December 31, 2019 and 2021 in the open market.

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.

Shares repurchased pursuant to Corteva's share buyback plan are immediately retired upon repurchase.

Shares repurchased pursuant to Corteva's share buyback plans are immediately retired upon repurchase.

Repurchased common stock is reflected as a reduction of stockholders' equity.

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Noncontrolling Interest

In June 2020, the company completed the acquisition of the remaining 46.5 percent interest in the Phytogen Seed Company, LLC joint venture from J.

Boswell Company.

As the purchase of the remaining interest did not result in a change of control, the difference between the carrying value of the noncontrolling interest and the consideration paid, net of taxes was recorded within equity.

Corteva, Inc.

owns 100 percent of the outstanding common shares of EIDP.

However, EIDP has preferred stock outstanding to third parties which is accounted for as a noncontrolling interest in Corteva's Consolidated Balance Sheets.

However, EIDP has preferred stock outstanding to third parties which is accounted for as a non-controlling interest in Corteva's Consolidated Balance Sheets.

Each share of EIDP Preferred Stock - $4.50 Series and EIDP Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EIDP and was unaffected by the Corteva Distribution.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Below is a summary of the EIDP Preferred Stock at December 31, 2022 and December 31, 2021 which is classified as noncontrolling interests in the Corteva Consolidated Balance Sheets.

Below is a summary of the EIDP Preferred Stock at December 31, 2023 and 2022 which is classified as noncontrolling interests in the Corteva Consolidated Balance Sheets.

(Shares in thousands) Number of Shares

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$3.50 Series, callable at $102 700

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Other Comprehensive Income (Loss)

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Balance December 31, 2023 $ ( 2,458 ) $ ( 55 ) $ ( 353 ) $ 189 $ — $ ( 2,677 )

The cumulative translation adjustment gains for the year ended December 31, 2023 was primarily driven by the weakening of the U.S.

Dollar (“USD”) against the Swiss Franc ("CHF"), Brazilian Real ("BRL") and European Euro ("EUR").

The cumulative translation adjustment losses for the year ended December 31, 2022 was primarily driven by the strengthening of the U.S.

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Defined Benefit Pension Plans

The company has both funded and unfunded noncontributory defined benefit pension plans covering a majority of the U.S.

employees and employees in a number of other countries.

The company has both funded and unfunded noncontributory defined benefit pension plans covering employees in the U.S.

The principal U.S.

pension plan is the largest pension plan held by Corteva.

Effective January 1, 2007, a majority of new hires are not eligible to participate in the U.S.

Effective January 1, 2007, most new hires were no longer eligible to participate in the U.S.

defined benefit pension plans.

The company froze the pay and service amounts used to calculate the pension benefits for active employees who participate in these plans on November 30, 2018, resulting in the participants no longer accruing additional benefits.

On November 30, 2018, the company froze the pay and service amounts used to calculate the pension benefits for active employees who participate in the pension plan.

As a result, no participants are currently accruing additional benefits in the pension plan.

The company's funding policy is consistent with the funding requirements of federal laws and regulations.

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As a result of these changes, the company recorded a $ 939 million decrease in other post-employment benefits ("OPEB") benefit obligations as of December 31, 2020 with a corresponding prior service benefit within other comprehensive income for the year ended December 31, 2020.

During 2021, a substantial amount of the prior service benefit within other comprehensive income (loss) in 2020 was recognized in other income (expense) - net in the Consolidated Statement of Operations.

A substantial amount of the prior service benefit within other comprehensive income (loss) in 2020 was recognized in other income (expense) - net in the Consolidated Statement of Operations during 2021 with the remainder recognized during 2022.

The company also provides disability benefits to employees.

Employee disability benefit plans are insured in many countries.

Such plans are generally self-insured, primarily in the U.S.

In most countries, employee disability benefit plans are insured.

In the U.S., these plans are generally self-insured.

Obligations and expenses for self-insured plans are reflected in the change in projected benefit obligations table on page F-51.

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Pre-tax cash requirements to cover actual net claims costs and related administrative expenses were $ 97 million, $ 122 million, and $ 198 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Changes in cash requirements reflect the net impact of per capita health care costs, demographic changes, plan amendments and changes in participant premiums, co-pays and deductibles.

Changes in cash requirements reflect the net impact of per capita health care costs, demographic changes, plan amendments and changes in participant premiums, co-payments and deductibles.

In 2024, the company expects to contribute approximately $ 115 million for its OPEB plans.

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As of December 31, 2023, 2022 and 2021, health care cost trend rates do not impact the benefit obligations for the OPEB plans because of the 2020 OPEB Plan Amendments.

For the year ended December 31, 2020, the health care cost trend rate was assumed to be 7.0 percent for next year.

Within the U.S., the company determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment.

plan, the company determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment.

Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics.

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In the U.S., Corteva calculates service costs and interest costs by applying individual spot rates from a yield curve (based on high-quality corporate bond yields) to the separate expected cash flows components of service cost and interest cost.

Service cost and interest cost for all other plans are determined on the basis of the single equivalent discount rates derived in determining those plan obligations.

The discount rates utilized to measure the pension and other post employment benefit obligations are based on the yield of high-quality corporate fixed income investments at the measurement date.

Service cost and interest cost for all other plans are determined based on the single equivalent discount rates derived in determining those plan obligations.

benefit plans, the discount rates utilized to measure the pension and other post-employment benefit obligations are based on the yield of high-quality corporate fixed income investments at the measurement date.

Future expected actuarially determined cash flows are individually discounted at the spot rates under the Aon AA_Above Median yield curve (based on high-quality corporate bond yields) to arrive at the plan’s obligations as of the measurement date.

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Benefits paid ( 1,304 ) ( 1,460 ) ( 117 ) ( 142 )

Plan amendments — ( 15 ) — —

( 257 ) ( 1,080 ) — —

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Funded status at end of the period $ ( 1,685 ) $ ( 1,398 ) $ ( 925 ) $ ( 1,021 )

Relates to transfers of certain benefit obligations and related assets associated with the principal U.S.

Primarily r elates to transfers of certain benefit obligations and related assets associated with the principal U.S.

pension plan to an insurance company through the purchase of nonparticipating group annuity contracts.

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Pretax balance in accumulated other comprehensive income (loss) at end of year $ ( 465 ) $ ( 215 ) $ 252 $ 214

The gain related to the change in pension and OPEB plan benefit obligations for the period ended December 31, 2022 is mainly due to an increase in discount rates.

The loss related to the change in pension and OPEB plan benefit obligations for the period ended December 31, 2023 is mainly due to the reduction in the discount rate.

The accumulated benefit obligation for all pension plans was $ 13.4 billion and $ 14.0 billion at December 31, 2023 and 2022, respectively.

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are invested through a single master trust fund.

The strategic asset allocation for this trust fund is approved by the Pension Investment Committee.

The general principles guiding U.S.

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Corteva 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.

The strategic asset allocation for this trust fund is approved by the Pension Investment Committee.

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

Where appropriate, asset liability studies are utilized in this process.

plan assets are managed by investment professionals employed by Corteva.

The remaining assets are managed by professional investment firms unrelated to the company.

plan assets are managed by investment professionals employed by Corteva, and plan assets for non-U.S.

plans are managed by professional investment firms unrelated to the company.

Corteva's pension investment professionals have discretion to manage the assets within established asset allocation ranges approved by the Pension Investment Committee.

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equity investments are primarily large-cap companies.

Global equity securities include varying market capitalization levels.

Global fixed income investments include corporate-issued, government-issued and asset-backed securities.

equity securities include varying market capitalization levels.

Fixed income securities include corporate-issued, government-issued and asset-backed securities of both U.S.

Corporate debt investments include a range of credit risk and industry diversification.

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For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment.

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These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance.

Adjustments to valuations are made where appropriate.

Adjustments to valuations are made

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

where appropriate.

Where available, audited financial statements are obtained and reviewed for the investments as support for the manager’s investment valuation.

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Real estate funds 52 — — 52

Derivatives – asset position 2 — 2 —

Other 55 — — 55

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Debt – asset-backed 695 — 695 —

Hedge funds 3 — — 3

Private market securities 4 — — 4

Real estate funds 132 — — 132

Derivatives – asset position 2 — 2 —

Other 62 — — 62

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The following table summarizes the changes in fair value of Level 3 pension plan assets for the years ended December 31, 2023 and 2022:

Fair Value Measurement of Level 3 Pension Plan Assets U.S.

Fair Value Measurement of

Level 3 Pension Plan Assets U.S.

equity securities Non-U.S.

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Purchases, sales and settlements, net ( 2 ) 1 — — — ( 1 ) ( 12 ) ( 14 )

Transfers in or out of Level 3, net — 12 — 11 — 99 — 122

Balance at December 31, 2022 $ 3 $ — $ — $ 3 $ 4 $ 132 $ 62 $ 204

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

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

As a result, in November 2017, EIDP contributed $ 571 million to the Trust.

At the Separation, Corteva transferred $ 39 million to DuPont.

Under the Trust agreement, the consummation of the Merger was a change in control event and resulted in a contribution to the Trust by EIDP.

Additionally, the Separation resulted in Corteva transferring a portion of the balance of the Trust to DuPont at the Separation date.

During the years ended December 31, 2023 and 2022, $ 47 million and $ 58 million, respectively, was distributed to EIDP according to the Trust agreement, and at December 31, 2023 and 2022, the balance in the Trust was $ 214 million and $ 251 million, respectively.

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In 2023, there were 284,174 PSUs granted.

Vesting for PSUs granted in 2022 is partially based on the realization of the Company’s improvement of its Return on Net Assets (“RONA”) and Operating Earnings Per Share ("EPS") during the Performance Period.Vesting for PSUs granted in 2021 and 2020 is partially based on the realization of the Company’s improvement of its Return on Invested Capital (“ROIC”) and Operating EPS during the Performance Period.

Vesting for PSUs granted in 2023 and 2022 is partially based on the realization of the Company’s improvement of its Return on Net Assets (“RONA”) and Operating Earnings Per Share ("EPS") during the Performance Period.

Vesting for PSUs granted in 2021 is partially based on the realization of the Company’s improvement of its Return on Invested Capital (“ROIC”) and Operating EPS during the Performance Period.

Performance and payouts are determined independently for each metric.

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$ 98 million and $ 124 million at December 31, 2023 and 2022, respectively, of held-to-maturity securities (primarily time deposits and foreign government bonds) classified as marketable securities in the Consolidated Balance Sheets, as these securities had maturities of more than three months to less than one year at the time of purchase;

and $ 27 million at December 31, 2022 of held-to-maturity securities (primarily foreign government bonds) classified as marketable securities and included in other assets in the Consolidated Balance Sheets, as these securities had maturities of more than one year at the time of purchase.

and $ 55 million and $ 27 million at December 31, 2023 and 2022, respectively, of held-to-maturity securities (primarily foreign government bonds) classified as marketable securities and included in other assets in the Consolidated Balance Sheets, as these securities had maturities of more than one year at the time of purchase.

The company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value.

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Notes to the Consolidated Financial Statements (continued)

The notional amounts of the company's derivative instruments were as follows:

Notional Amounts

(In millions)

December 31, 2022 December 31, 2021

Derivatives designated as hedging instruments:

Foreign currency contracts $ 953 $ 1,252

Commodity contracts

$ 1,167 $ 845

Derivatives not designated as hedging instruments:

Foreign currency contracts

Commodity contracts

The aggregate notional amounts for the company's derivative instruments that are designated and not designated as hedging instruments was a net buy (sell) position of $( 1,600 ) million and $ 2,559 million at December 31, 2023 and 2022, respectively.

Foreign Currency Risk

The company's objective in managing exposure to foreign currency fluctuations is to reduce earnings and cash flow volatility associated with foreign currency rate changes and to mitigate the exposure of certain investments in foreign subsidiaries against

changes in the Euro/USD exchange rate.

Accordingly, the company enters into various contracts that change in value as foreign exchange rates change to protect the value of its existing foreign currency-denominated assets, liabilities, commitments, investments and cash flows.

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The company also uses foreign currency exchange contracts to offset a portion of the company's exposure to certain forecasted transactions as well as the translation of foreign currency-denominated earnings.

The company also uses commodity contracts to offset risks associated with foreign currency devaluation in certain

The company also uses commodity contracts to offset risks associated with foreign currency devaluation in certain countries.

Commodity Price Risk

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Ending balance $ ( 71 ) $ 55 $ 47

At December 31, 2022, an after-tax net gain of $ 42 million is expected to be reclassified from accumulated other comprehensive income (loss) into earnings over the next twelve months.

At December 31, 2023, an after-tax net loss of $ 58 million is expected to be reclassified from accumulated other comprehensive income (loss) into earnings over the next twelve months.

Foreign Currency Contracts

The company enters into forward contracts to hedge the foreign currency risk associated with forecasted transactions within certain foreign subsidiaries.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two years .

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Reclassifications are made sooner if it appears that a forecasted transaction is not probable of occurring.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The following table summarizes the after-tax effect of foreign currency cash flow hedges on accumulated other comprehensive

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Foreign Currency Contracts

The company has designated € 450 million of forward contracts to exchange EUR as net investment hedges.

The purpose of these forward contracts is to mitigate FX exposure related to a portion of the company’s Euro net investments in certain foreign subsidiaries against changes in Euro/USD exchange rates.

These hedges will expire and be settled in 2023.

The company elected to apply the spot method in testing for effectiveness of the hedging relationship.

The company had designated € 450 million of forward contracts to exchange EUR as net investment hedges.

The purpose of these forward contracts is to mitigate foreign exchange exposure related to a portion of the company’s Euro net investments in certain foreign subsidiaries against changes in Euro/USD exchange rates.

These hedges expired and were settled in March 2023.

Prior to maturity, the company had elected to apply the spot method in testing for effectiveness of the hedging relationship.

Derivatives not Designated in Hedging Relationships

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The company utilizes options, futures and swaps that are not designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of inventory such as corn and soybeans.

The company uses commodity contracts to offset a portion of the company’s exposure to commodity price fluctuations so that gains and losses on the contracts offset changes in the commodity price over the relevant aggregate period.

The company uses forward agreements, with durations less than one year, to buy and sell USD priced commodities in order to reduce its exposure to currency devaluation for a portion of its local currency cash balances.

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Derivatives not designated as hedging instruments:

Foreign currency contracts

Other current assets 51 ( 40 ) 11

Foreign currency contracts Other current assets 83 ( 33 ) 50

Commodity Contracts Other current assets 2 — 2

Total asset derivatives

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Accrued and other current liabilities 38 ( 33 ) 5

Commodity contracts Accrued and other current liabilities 8 — 8

Total liability derivatives

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Foreign currency contracts Other current assets $ 41 $ — $ 41

Derivatives not designated as hedging instruments:

Foreign currency contracts

Other current assets 31 ( 20 ) 11

Commodity Contracts Other current assets 4 — 4

Derivatives not designated as hedging instruments:

Foreign currency contracts Other current assets 51 ( 40 ) 11

Total asset derivatives

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Foreign currency contracts Accrued and other current liabilities $ 9 $ — $ 9

Derivatives not designated as hedging instruments:

Foreign currency contracts

Accrued and other current liabilities 23 ( 20 ) 3

Commodity contracts Accrued and other current liabilities 3 — 3

Derivatives not designated as hedging instruments:

Foreign currency contracts Accrued and other current liabilities 58 ( 40 ) 18

Total liability derivatives

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OCI is defined as other comprehensive income (loss).

(in millions) Amount of (Loss) Gain Recognized in Income - Pre-Tax 1

(in millions) Amount of Gain (Loss) Recognized in Income - Pre-Tax 1

For the Year Ended December 31,

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Commodity contracts 2

122 42 ( 35 )

Total derivatives designated as hedging instruments

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Foreign currency contracts 3

( 28 ) ( 12 ) 18

Foreign currency contracts 2

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( 20 ) ( 21 ) ( 18 )

Commodity contracts 3

Total derivatives not designated as hedging instruments

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Recorded in cost of goods sold, in the Consolidated Statement of Operations.

Gain (loss) recognized in other income (expense) - net in the Consolidated Statement of Operations, was partially offset by the related gain on the foreign currency-denominated monetary assets and liabilities of the company's operations.

Recognized in other income (expense) - net, in the Consolidated Statement of Operations.

Note that the net loss from foreign currency contracts was partially offset by the related gain on the foreign currency-denominated monetary assets and liabilities of the company's operations.

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

The net gain (loss) relating to commodity contracts that are not designated as hedging instruments that were recorded in cost of goods sold, in the Consolidated Statement of Operations, are mostly offset by the related net gain (loss) on third-party grower contracts denominated as liabilities.

Debt Securities

The company’s debt securities at December 31, 2022 include foreign government bonds classified as held-to-maturity securities.

The company’s debt securities include foreign government bonds classified as held-to-maturity securities at December 31, 2023 and 2022.

The company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value, and are held by certain foreign subsidiaries in which the USD is the functional currency.

The following table summarizes the contractual maturities of the company's investments in debt securities at December 31, 2022:

Contractual Maturities of Debt Securities 1

Amortized Cost Fair Value

(In millions)

Within one year $ 83 $ 83

One to five years $ 27 $ 27

The company's debt securities at December 31, 2022 consists of foreign government bonds, which are classified as held-to-maturity.

The company's investments in debt securities at December 31, 2023 with a contractual maturity within one year and between one to five years was $ 85 million and $ 55 million, respectively.

During 2021, the company sold its U.S.

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The available-for-sale securities that were sold in 2021 were held by certain foreign subsidiaries in which the USD is not the functional currency.

The fluctuations in foreign exchange were initially recorded in accumulated other comprehensive income (loss) within the Consolidated Statements of Equity and subsequently reclassified to earnings when sold.

The gains and losses on these securities offset a portion of the foreign exchange fluctuations in earnings for the company.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

fluctuations in foreign exchange were initially recorded in accumulated other comprehensive income (loss) within the Consolidated Statements of Equity and subsequently reclassified to earnings when sold.

The gains and losses on these securities offset a portion of the foreign exchange fluctuations in earnings for the company.

The following table provides the investing results from available-for-sale securities for the year ended December 31, 2021:

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NOTE 21 - FAIR VALUE MEASUREMENTS

The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:

The table below summarizes the basis used to measure certain assets and liabilities relating to marketable securities and derivative assets and liabilities at fair value on a recurring basis.

Significant Other Observable Inputs December 31, 2023 December 31, 2022

(In millions) Level 1 Level 2 Level 1 Level 2

(In millions) Level 2 Level 2

Assets at fair value:

Marketable securities

$ — $ 124 $ — $ 86

Derivatives relating to:

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Commodity Contracts 5 4

Equity securities 2

Total assets at fair value $ 186 $ 220

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See Note 20 - Financial Instruments, to the Consolidated Financial Statements, for the classification of derivatives in the Consolidated Balance Sheets.

The company's equity securities are included in other assets in the Consolidated Balance Sheets.

For assets and liabilities classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

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See Note 20 - Financial Instruments, to the Consolidated Financial Statements, for further information on the types of instruments used by the company for risk management.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

There were no transfers between Levels 1 and 2 during the years ended December 31, 2023 and 2022.

For assets classified as Level 3 measurements, the fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity.

The fair value of the company’s interests held in trade receivable conduits is determined by calculating the expected amount of cash to be received using the key input of anticipated credit losses in the portfolio of receivables sold that have not yet been collected.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

portfolio of receivables sold that have not yet been collected.

Given the short-term nature of the underlying receivables, discount rate and prepayments are not factors in determining the fair value of the interests.

Fair Value Measurements on a Nonrecurring Basis

As part of the Crop Protection Operations Strategy Restructuring Program, the company plans to exit its production activities at its site in Pittsburg, California, as well as cease operations in select manufacturing lines at other locations.

As a result, the company recognized a pre-tax non-cash impairment charge of $152 million to restructuring and asset related charges – net, in the Consolidated Statement of Operations, consisting of a charge of $92 million and $60 million relating to operating lease assets and property, plant and equipment, respectively, which were classified as Level 3 measurements using unobservable inputs.

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

NOTE 22 - GEOGRAPHIC INFORMATION

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The company defines segment operating EBITDA as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, corporate expenses, 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 other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, environmental remediation and legal costs associated with legacy EIDP businesses and sites, and the 2021 officer indemnification payment.

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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.

Corteva, Inc.

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Reconciliation to Consolidated Financial Statements

Income (loss) from continuing operations after income taxes to segment operating EBITDA

For the Year Ended December 31,

Income (loss) from continuing operations after income taxes to segment operating EBITDA For the Year Ended December 31,

(In millions) 2023 2022 2021

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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 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.

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Segment assets to total assets (in millions)

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Total assets $ 42,996 $ 42,618

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Significant Pre-tax (Charges) Benefits Not Included in Segment Operating EBITDA

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( 7 ) — — ( 7 )

Gain on sale of business 3

Loss on exit of non-strategic asset 3

( 5 ) — — ( 5 )

Settlement costs associated with Russia Exit 3

Spare parts write-off 4

— ( 12 ) — ( 12 )

Gain (loss) on sale of business, assets and equity investments 3

Employee Retention Credit — 3 — 3

1 unchanged sentence

Seed sale associated with Russia Exit 3,5

Acquisition-related costs 6

— ( 45 ) — ( 45 )

Total $ ( 81 ) $ ( 476 ) $ ( 22 ) $ ( 579 )

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$ ( 228 ) $ ( 37 ) $ ( 98 ) $ ( 363 )

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

Estimated settlement expense 2

— ( 87 ) — ( 87 )

Inventory write-offs 3

( 33 ) — — ( 33 )

Gain (loss) on sale of business, assets and equity investments 3

( 5 ) 15 — 10

Settlement costs associated with Russia Exit 3

( 8 ) — — ( 8 )

Employee Retention Credit 6 3 — 9

Contract termination ( 30 ) ( 24 ) — ( 54 )

AltEn facility remediation charges ( 33 ) — — ( 33 )

Seed sale associated with Russia Exit 3,5

Total $ ( 298 ) $ ( 106 ) $ ( 98 ) $ ( 502 )

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$ ( 152 ) $ ( 59 ) $ ( 78 ) $ ( 289 )

Loss on sale of asset 5

— ( 53 ) — ( 53 )

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

Employee Retention Credit 37 23 — 60

Contract termination ( 30 ) ( 24 ) — (54)

Total $ ( 98 ) $ ( 60 ) $ ( 78 ) $ ( 236 )

Includes Board approved restructuring plans and asset related charges as well as accelerated prepaid amortization.

Includes restructuring plans and asset related charges as well as accelerated prepaid amortization expense.

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

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

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.

Includes a loss recorded in other income (expense) - net in the Consolidated Statement of Operations related to the sale of the La Porte site.

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 Financial Statements, for additional information.

Index to the Consolidated Financial Statements

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Based on its assessment and those criteria, management concluded that EIDP maintained effective internal control over financial reporting as of December 31, 2023.

Management’s assessment of the effectiveness of EIDP’s internal control over financial reporting as of December 31, 2023 excluded the Stoller and Symborg acquisitions, which were completed in March 2023.

Total assets, excluding goodwill and other intangible assets, and net sales of Stoller and Symborg represent approximately 1 percent and 2 percent, respectively, of EIDP’s consolidated assets and net sales, as of and for the year ended December 31, 2023.

This exclusion is in accordance with the guidelines established by the Securities and Exchange Commission.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of EIDP's internal control over financial reporting as of December 31, 2023, as stated in their report, which is presented on the following pages.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of EIDP, Inc.

To the Board of Directors and Stockholders of EIDP, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded the Stoller Group, Inc.

(“Stoller”) and Quorum Vital Investment, S.L.

We have also excluded the Stoller and Symborg businesses from our audit of internal control over financial reporting.

These businesses, each of which is wholly owned, comprised, in the aggregate, total assets, excluding goodwill and other intangible assets, and total net sales excluded from management’s assessment and our audit of internal control over financial reporting of approximately 1 percent and 2 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Definition and Limitations of Internal Control over Financial Reporting

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(ii) provide reasonable assurance that transactions are recorded as necessary to permit

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Income (loss) from continuing operations after income taxes 926 1,182 1,784

Loss (income) from discontinued operations after income taxes ( 58 ) ( 53 ) ( 55 )

Income (loss) from discontinued operations after income taxes ( 194 ) ( 58 ) ( 53 )

Net income (loss) 732 1,124 1,731

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Deferred income tax liabilities 899 1,119

Pension and other post employment benefits - noncurrent 2,255 3,124

Pension and other post-employment benefits 2,467 2,255

Other noncurrent obligations 1,651 1,675

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Net income (loss) $ 732 $ 1,124 $ 1,731

(Income) loss from discontinued operations after income taxes 194 58 53

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

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Provision for (benefit from) deferred income tax ( 438 ) ( 288 ) 199

Net periodic pension and OPEB benefit, net ( 142 ) ( 1,292 ) ( 340 )

Net periodic pension and OPEB (credits) costs 138 ( 142 ) ( 1,292 )

Pension and OPEB contributions ( 149 ) ( 182 ) ( 247 )

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Other assets and liabilities ( 913 ) 143 57

Cash provided by (used for) operating activities - continuing operations 1,408 879 2,731

Cash provided by (used for) operating activities - discontinued operations ( 40 ) ( 40 ) ( 42 )

Cash provided by (used for) operating activities 1,368 839 2,689

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Proceeds from sales of property, businesses, and consolidated companies - net of cash divested 57 73 75

Acquisitions of businesses - net of cash acquired ( 1,456 ) — —

Escrow funding associated with acquisitions — ( 36 ) —

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Proceeds from sales and maturities of investments 147 295 345

Proceeds from settlement of net investment hedge 42 — —

Other investing activities, net ( 2 ) ( 3 ) ( 1 )

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Proceeds from exercise of stock options 31 88 100

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

Other financing activities, net ( 54 ) ( 66 ) ( 42 )

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

Issuance of Corteva Stock 56 56

Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share) ( 5 ) ( 5 ) ( 10 )

Share-based compensation 59 ( 3 ) 56

Acquisition of noncontrolling interest in consolidated subsidiaries ( 37 ) ( 15 ) ( 52 )

Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share) ( 10 ) ( 10 )

Issuance of Corteva Stock 100 100

Other - net ( 12 ) 1 ( 11 )

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Other comprehensive income (loss) 92 92

Issuance of Corteva Stock 100 100

Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share) ( 10 ) ( 10 )

Share-based compensation 12 ( 2 ) 10

Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share) ( 10 ) ( 10 )

Issuance of Corteva Stock 88 88

Other - net ( 12 ) ( 2 ) ( 14 )

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Other comprehensive income (loss) 129 129

Issuance of Corteva Stock 88 88

Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share) ( 10 ) ( 10 )

Share-based compensation 28 ( 2 ) 26

Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share) ( 10 ) ( 10 )

Issuance of Corteva Stock 40 40

Other - net ( 3 ) ( 2 ) ( 1 ) ( 6 )

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Consolidated Financial Statements

• Note 4 - Business Combinations - refer to page F-18 of the Corteva, Inc.

Consolidated Financial Statements

• Note 5 - Revenue - refer to page F-19 of the Corteva, Inc.

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In the second quarter of 2019, EIDP entered into a related party revolving loan from Corteva, Inc., with a maturity date in 2024.

As of December 31, 2022 and 2021, the outstanding related party loan balance was $ 789 million and $ 2,162 million respectively (which approximates fair value), with interest rates of 6.52 % and 1.67 %, respectively, and is reflected as long-term debt - related party on EIDP's Consolidated Balance Sheet.

The company repaid the outstanding related party revolving loan balance during the fourth quarter of 2023.

As of December 31, 2022, the outstanding related party revolving loan balance was $ 789 million (which approximates fair value) with an interest rate of 6.52 %.

The balance at December 31, 2022 is reflected as long-term debt - related party on EIDP's Consolidated Balance Sheet.

Additionally, EIDP has incurred tax deductible interest expense of $ 20 million, $ 46 million and $ 50 million and paid interest of $ 40 million, $ 48 million and $ 51 million for the years ended December 31, 2023, 2022 and 2021, respectively, associated with the related party loan to Corteva, Inc.

EIDP and Corteva, including certain consolidated subsidiaries (collectively the “Participating Companies”), are party to a Master In-House Banking Agreement, which established banking arrangements to facilitate the management of the cash and liquidity needs of the Participating Companies.

As of December 31, 2023, EIDP had receivables from Corteva, Inc.

of $ 377 million included in other assets in the Consolidated Balance Sheets related to this agreement.

As of December 31, 2023 and 2022, EIDP had payables to Corteva, Inc.

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State and local income taxes - net 0.9 0.2 2.2

Impact of Swiss Tax Reform 4

Impact of Swiss Tax Changes 4

( 8.0 ) — 0.2

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Other – net 0.2 ( 0.3 ) 1.3

( 0.3 ) 1.3 1.4

Effective tax rate 13.7 % 14.4 % 22.2 %

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

Includes net tax benefit of $(55) million for the year ended December 31, 2022, related to deferred tax assets established upon change in a U.S.

Includes a tax charge of $46 million for the year ended December 31, 2023 associated with intellectual property realignment.

Includes net tax benefits of $(55) million and $(42) million for the year ended December 31, 2022, related to deferred tax assets established upon change in a U.S.

entity's tax characterization, and a worthless stock deduction on Company's investment in a subsidiary after a change in the entity's legal structure, respectively.

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

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

Includes net tax benefits of $(62) million and $(24) million for the year ended December 31, 2023, related to changes in deferred taxes and a tax currency change, respectively.

Includes the effect of withholding tax on distribution of foreign earnings to the U.S., net of U.S.

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The tables below reconcile income (loss) from continuing operations after income taxes to segment operating EBITDA, as differences exist between Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Reconciliation to Consolidated Financial Statements

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

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

Notes to the Consolidated Financial Statements (continued)

FORM 10-K SUMMARY

1 unchanged sentence

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 9A. Controls and Procedures