Corteva (CTVA) 10-K risk factor changes: FY2021 vs FY2020

Any amount that exceeded DuPont’s earnings and profits would be treated first as a [removed: non-taxable] [added: non- taxable] return of capital to the extent of such stockholder’s tax basis in its shares of DuPont stock with any remaining amount being taxed as a gain on the DuPont stock.

Furthermore, under the terms of the Tax Matters Agreement, the company also generally will be responsible for any taxes imposed on DuPont or Dow that arise from the failure of the Corteva Distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the [added: failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to its, or its affiliates’, stock, assets or business, or any breach of its representations made in any representation letter provided to its counsel in connection with the tax opinion.]

[added: responsible for any taxes imposed on Corteva that arise from the] failure of [added: the Corteva Distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of] certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to [removed: its,] [added: such company’s] or its [removed: affiliates’,] [added: affiliates’] stock, assets or business, or any breach of [removed: its] [added: such company’s] representations made in [removed: any] [added: connection with the IRS Ruling or in the] representation letter provided to [removed: its] counsel in connection with the tax opinion.

If DuPont is required to recognize corporate level tax on either of the Distributions and certain related transactions under Section 355(e) of the Code, then under the Tax Matters Agreement, the company may be required to indemnify DuPont and/or [added: Dow for all or a portion of such taxes, which could be a material amount, if such taxes were the result of either direct or indirect transfers of Corteva common stock or certain reasons relating to the overall structure of the Merger and the Distributions.]

adversely affect its financial condition and results of operations.

DuPont and Dow will be separately

DuPont, Historical Dow or DowDuPont executed a fraudulent conveyance in connection with divestitures and spin-offs of any one of their historical operations, including Chemours.

If a court were to agree with such a plaintiff, then such court could void the Separation and Distribution as a fraudulent transfer or impose substantial liabilities on Corteva, which could materially adversely affect its financial condition and results of operations.

Part I

ITEM 1A.

RISK FACTORS, *continued*

DuPont and Dow will be separately responsible for any taxes imposed on Corteva that arise from the failure of the Corteva Distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to such company’s or its affiliates’ stock, assets or business, or any breach of such company’s representations made in connection with the IRS Ruling or in the representation letter provided to counsel in connection with the tax opinion.

The company agreed to numerous restrictions to preserve the tax-free treatment of the transactions separating it from DowDuPont in the United States, which may reduce Corteva’s strategic and operating flexibility.

The company’s ability to engage in certain transactions is limited or restricted to preserve, for U.S. federal income tax purposes, the tax-free nature of the Distributions by DowDuPont, and certain aspects of the Internal Reorganization and Business Realignment.

As a result of these limitations, under the Tax Matters Agreement that the company entered into with DuPont and Dow, for the two-year period following the Distribution, the company is prohibited, except in certain circumstances, from, among other things:

- entering into any transaction resulting in acquisitions of a certain percentage of its assets, whether by merger or otherwise;

- dissolving, merging, consolidating or liquidating;

- undertaking or permitting any transaction relating to Corteva stock, including issuances, redemptions or repurchases other than certain, limited, permitted issuances and repurchases;

- affecting the relative voting rights of Corteva stock, whether by amending Corteva’s certificate of incorporation or otherwise; or

- ceasing to actively conduct its business.

These restrictions may significantly limit Corteva’s ability to pursue certain strategic transactions or other transactions that the company may believe to otherwise be in the best interests of its stockholders or that might increase the value of its business.

Dow for all or a portion of such taxes, which could be a material amount, if such taxes were the result of either direct or indirect transfers of Corteva common stock or certain reasons relating to the overall structure of the Merger and the Distributions.

Corteva’s unaudited pro forma combined financial information is not necessarily representative of the results the company would have achieved as an independent, publicly traded company and may not be a reliable indicator of its future results.

The unaudited pro forma financial information of Corteva included herein (refer to supplemental unaudited pro forma financial statements on page 51) may not reflect what Corteva’s financial condition, results of operations and cash flows would have been had the company been an independent, publicly traded company comprised solely of DowDuPont’s agriculture business during the periods presented.

This is primarily because:

- The historical financial information of Corteva does not reflect the changes that the company experienced in connection with the Separation, including the Distribution.

- Prior to the Separation, Corteva’s business was operated under the corporate umbrella of DowDuPont.

As part of the DowDuPont corporate organization, Corteva’s business was principally operated by Historical DuPont, with certain portions of its business being operated by Historical Dow as part of its internal corporate organization, rather than being operated as part of a consolidated agriculture business.

- The historical financial information of Corteva reflects only corporate expenses of Historical DuPont and allocated corporate expenses from Historical Dow, and thus is not necessarily representative of the costs the company incurred for similar services as an independent company following the Separation.

In addition, the unaudited pro forma financial information included in this annual report is based on a number of estimates and assumptions.

These estimates and assumptions may prove to be inaccurate, and accordingly, Corteva’s unaudited pro forma financial information should not be assumed to be indicative of what the company’s financial condition or results of operations actually would have been as a standalone company during the time periods presented nor to be a reliable indicator of what its financial condition or results of operations actually may be in the future.

For additional information about the unaudited pro forma financial statements, Historical DuPont’s past financial performance and the basis of presentation of Corteva’s financial statements, see Corteva’s consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

The company had access to approximately $6.4 billion in committed and uncommitted unused credit lines at December 31, [removed: 2020] [added: 2021] and [removed: December 31, 2019.][added: 2020, respectively.]

Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the [removed: MOU (refer to Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements for further details on the MOU and Letter Agreement).][added: MOU.]

In November 2018, EID entered into a $3.0 billion five-year revolving credit facility and a $3.0 billion three-year revolving credit facility (the [removed: “2018 Revolving] [added: “Revolving] Credit Facilities”).

Corteva, Inc. became a party [removed: to] [added: at] the [removed: 2018 Revolving Credit Facilities upon] [added: time of] the Corteva Distribution.

In March 2020, the company drew down $500 million under the [removed: three year] [added: three-year] revolving credit facility to finance its short term liquidity needs as a result of the volatility and increased borrowing costs of commercial paper resulting from the unstable market conditions caused by the COVID-19 pandemic, and repaid that borrowing in full in June 2020.

At December 31, [removed: 2020] [added: 2021] the company was in compliance with these covenants.

Working capital is funded through multiple methods including [added: cash,] commercial paper, a receivable repurchase facility, [removed: factoring] [added: the Revolving Credit Facilities,] and [removed: cash from operations.][added: factoring.]

In February [removed: 2020, in line with seasonal working capital requirements,] [added: 2021,] the company entered into a committed receivable repurchase [removed: agreement] [added: facility] of up to [removed: $1.3] [added: $1] billion (the [removed: "2020] [added: "2021] Repurchase Facility") which expired in December [removed: 2020.][added: 2021.]

Under the [removed: 2020] [added: 2021] Repurchase Facility, [removed: the company] [added: Corteva] sold a portfolio of available and eligible outstanding customer notes receivables to participating institutions and simultaneously agreed to repurchase at a future date.

In February [removed: 2021,] [added: 2022,] the company entered into a new committed receivable repurchase facility of up to [removed: $1 billion] [added: $500 million] (the [removed: "2021] [added: "2022] Repurchase Facility") which expires in December [removed: 2021.][added: 2022.]

See further discussion of the [removed: 2021] [added: 2022] Repurchase Facility in Note [removed: 27] [added: 26] - Subsequent Events, to the Consolidated Financial Statements.

The company has factoring agreements with third-party financial institutions [removed: primarily in Latin America] to sell its trade receivables under both recourse and non-recourse agreements in exchange for cash proceeds in an effort to reduce its receivables risk.

Refer to Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial [removed: Statements] [added: Statements,] for more information on the company’s guarantees.

The [removed: additional] [added: 30 percent increase in] capacity [removed: was] [added: is] staged to come online over the [removed: subsequent] next [removed: few] [added: several] years.

The company's cash, cash equivalents and marketable securities at December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019] [added: 2020] are [removed: $3.8] [added: $4.5] billion and [removed: $1.8] [added: $3.8] billion, respectively, of which [removed: $3.1] [added: $2.9] billion [removed: at December 31, 2020] and [removed: $1.5] [added: $3.1] billion at December 31, [removed: 2019,] [added: 2021 and 2020, respectively,] was held by subsidiaries in foreign countries, including United States territories.

[added: At December 31, 2021, management believed that sufficient liquidity is available in the U.S. with] global operating cash flows, borrowing capacity from existing committed credit facilities, and access to capital markets and commercial paper markets.

| *(Dollars in millions)* | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Cash provided by [added: (used for)] operating activities | | | $ | [removed: 2,064] [added: 2,727] | | $ | [removed: 1,070] [added: 2,064] | | $ | [removed: 483] [added: 1,070] | |

Cash provided by [added: (used for)] operating activities for the year ended December 31, 2020 was $2,064 million compared to $1,070 million for the year ended December 31, 2019.

The increase in cash provided by [added: (used for)] operating activities was driven by an increase in net income, including a decrease in integration and separation costs, and improvement in working capital, partially offset by the absence of the net impact of cash earnings from EID ECP and EID Specialty Products entities, as a result of the Internal Reorganizations and Business Realignments in 2019.

Cash provided by [added: (used for)] operating activities for the year ended December 31, [removed: 2019] [added: 2021] was [removed: $1,070] [added: $2,727] million compared to [removed: $483] [added: $2,064] million for the year ended December 31, [removed: 2018.][added: 2020.]

| *(Dollars in millions)* | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Cash [removed: used for] [added: provided by (used for)] investing activities | | | $ | [removed: (674)] [added: (362)] | | $ | [removed: (904)] [added: (674)] | | $ | [removed: (505)] [added: (904)] | |

Cash [removed: used for] [added: provided by (used for)] investing activities was $(674) million for the year ended December 31, 2020 compared to $(904) million for the year ended December 31, 2019.

The change was [removed: due] primarily due to lower capital expenditures driven by the Internal Reorganizations and Business Realignments in 2019, partially offset by higher net purchases of investments and lower proceeds from sales of property, businesses, and consolidated companies.

Capital expenditures totaled [removed: $475] [added: $573] million, [removed: $1,163] [added: $475] million, and [removed: $1,501] [added: $1,163] million for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

The [removed: years] [added: year] ended December 31, 2019 [removed: and 2018] includes capital expenditures of $497 [removed: million and $988] million, [removed: respectively,] related to the EID Specialty Products and EID ECP (i.e., ethylene copolymers business, excluding its ethylene acrylic elastomers business) Entities.

The company expects [removed: 2021] [added: 2022] capital expenditures to be approximately [removed: $550] [added: $645] million.

| *(Dollars in millions)* | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Cash provided by (used for) financing activities | | | $ | [removed: 303] [added: (1,266)] | | $ | [removed: (2,929)] [added: 303] | | $ | [removed: (2,624)] [added: (2,929)] | |

This was partially offset by dividends to Corteva stockholders, repurchases of Corteva common stock and payments [added: for the acquisition of noncontrolling interests.]

Cash [removed: used for] [added: provided by (used for)] financing activities was [removed: $(2,929)] [added: $(1,266)] million for the year ended December 31, [removed: 2019] [added: 2021] compared to [removed: $(2,624)] [added: $303] million for the year ended December 31, [removed: 2018.][added: 2020.]

During [removed: 2020,] [added: 2021,] the company's Board of Directors authorized and paid [removed: four] quarterly dividends on its common stock of [removed: $0.13 per share each.][added: $0.13, $0.13, $0.14, and $0.14 in the first, second, third and fourth quarters, respectively.]

On June 26, 2019, the [removed: company announced that the] [added: company's] Board of Directors authorized a $1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration [removed: date.][added: date ("2019 Share BuyBack Plan").]

See Note 19 - Stockholders' Equity, to the Consolidated Financial [removed: Statements] [added: Statements,] for additional information related to the share buyback [removed: plan.][added: plans.]

Cash provided by [added: (used for)] operating activities

EID’s cash provided by [added: (used for)] operating activities for the year ended December 31, 2020 was $1,986 million compared to $996 million for the year ended December 31, 2019.

The change was primarily driven by the items noted on page [removed: 65,] [added: 58,] under the header "Cash provided by [added: (used for)] operating activities."

EID’s cash provided by [added: (used for)] operating activities for the year ended December 31, [removed: 2019] [added: 2021] was [removed: $996] [added: $2,689] million compared to [removed: $483] [added: $1,986] million for the year ended December 31, [removed: 2018.][added: 2020.]

CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS

This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning.

All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; environmental, social and governance (“ESG”) targets; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized.

Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva’s control.

While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition.

Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to successfully develop and commercialize Corteva’s pipeline; (ii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) effect of competition and consolidation in Corteva’s industry; (vi) effect of competition from manufacturers of generic products; (vii) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) failure to comply with competition and antitrust laws; (x) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (xi) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiii) effect of volatility in Corteva’s input costs; (xiv) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xv) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xvi) increases in pension and other post-employment benefit plan funding obligations; (xvii) risks related to environmental litigation and the indemnification obligations of legacy EID liabilities in connection with the separation of Corteva; (xviii) risks related to Corteva’s global operations; (xix) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xx) capital markets sentiment towards ESG matters; (xxi) risks related to COVID-19; (xxii) Corteva’s ability to recruit and retain key personnel; (xxiii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) Corteva’s dependence on intellectual property cross-license agreements; and (xxvi) other risks related to the Separation from DowDuPont.

Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business.

Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished.

Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A of this Form 10-K).

Overview

Refer to pages 3 - 5 for a discussion of the DowDuPont Merger, the Internal Reorganizations, and the Business Separations.

Basis of Presentation

*Dow AgroSciences ("DAS") Common Control Combination*

The transfer or conveyance of DAS to Corteva was treated as a transfer of entities under common control.

As such, the company recorded the assets, liabilities, and equity of DAS on its balance sheet at their historical basis.

Transfers of businesses between entities under common control requires the financial statements to be presented as if the transaction had occurred at the point at which common control first existed (the "Merger Effectiveness Time," or August 31, 2017 at 11:59 pm ET).

As a result, the accompanying Consolidated Financial Statements and Notes thereto include the results of DAS as of the Merger Effectiveness Time.

See Note 1 - Background and Basis of Presentation and Note 4 - Common Control Business Combination, to the Consolidated Financial Statements for additional information.

*Divestiture of EID ECP and EID Specialty Products Entities*

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

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

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

Items Affecting Comparability of Financial Results

In addition to the Analysis of Operations discussion based on GAAP as reported results, the following includes a supplemental Analysis of Operations discussion reflecting unaudited pro forma financial information, prepared in accordance with Article 11 of Regulation S-X that was in effect prior to recent amendments.

This unaudited pro forma financial information, for the year ended December 31, 2019 assumes the Merger, the debt retirement transactions related to paying off or retiring portions of EID’s existing debt liabilities (as discussed in Note 17 - Long-Term Debt and Available Credit Facilities, to the Consolidated Financial Statements), and the separation and distribution to DowDuPont stockholders of all the outstanding shares of Corteva common stock as if they had been consummated on January 1, 2016.

For additional information, see the Supplemental Unaudited Pro Forma Combined Financial Information in this section.

Overview

The following is a summary of results from continuing operations for the year ended December 31, 2021:

- The company reported net sales of $15,655 million, an increase of 10 percent versus the year ended December 31, 2020, reflecting a 5 percent increase in volume, a 4 percent increase in price, and a 1 percent favorable impact from currency.

Volume and price gains were driven by continued penetration of new products, continued focus on the company's price for value strategy and pricing for higher raw material and logistical costs.

- Cost of goods sold ("COGS") totaled $9,220 million, up from $8,507 million for the year ended December 31, 2020, primarily driven by increased volumes, higher input costs, freight and logistics, which are primarily market-driven, and unfavorable currency, partially offset by ongoing cost and productivity actions.

- Restructuring and asset related charges - net were $289 million, a decrease from $335 million for the year ended December 31, 2020.

The year ended December 31, 2021 primarily included $167 million related to severance and related benefit costs, asset related charges, and contract termination charges associated with 2021 Restructuring Activities and $125 million of non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

- Income from continuing operations after income taxes was $1,822 million, as compared to $756 million for the year ended December 31, 2020.

*•*Operating EBITDA was $2,576 million, up from $2,087 million for the year ended December 31, 2020, driven by strong price execution and volume gains in all regions and both segments.

In addition to the financial highlights above, the following events occurred during or subsequent to the year ended December 31, 2021:

The MOU replaces the 2017 amendment to the Chemours Separation Agreement (refer to Footnote 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements for further details).

The 2018 Revolving Credit Facilities became effective May 2019 in connection with the termination of the EID $4.5 billion Term Loan Facility and the $3.0 billion Revolving Credit Facility dated May 2014.

The proceeds of this offering are intended to be used for general corporate purposes, which may include discretionary contributions to the company’s U.S. principal pension plan and repayment of other indebtedness.

During 2019, the company's Board of Directors authorized a capital investment of approximately $145 million to increase Spinosyns fermentation capacity by 30% to address global market growth in insecticides that handle chewing insects in specialty and row crops.

In the fourth quarter of 2018, EID offered to purchase for cash approximately $6.2 billion of outstanding debt securities from each registered holder of the applicable series of debt securities (the “Tender Offers”).

EID retired $4.4 billion aggregate principal amount of such debt securities in connection with the Tender Offers, which expired on December 11, 2018.

The retirement of these debt securities was funded with cash contributions from DowDuPont.

The Act required companies to pay a one-time transition tax on the untaxed earnings of foreign subsidiaries (see Note 10 - Income Taxes, to the Consolidated Financial Statements for further details of The Act).

As a result of The Act's introduction of a 100 percent dividends received deduction regarding earnings of foreign subsidiaries, the Company has access to its cash outside the U.S. at a significantly reduced cost.

At December 31, 2020, management believed that it will have sufficient liquidity sources to fund operating needs in the U.S. with

The increase in cash provided by operating activities was primarily driven by lower pension contributions in 2019, as a result of the company’s 2018 discretionary pension contribution, and a decrease in integration and separation costs, partially offset by the net impact of lower net income and working capital changes as a result of the Internal Reorganizations and Business Realignments in 2019.

Cash used for investing activities was $(904) million for the year ended December 31, 2019 compared to $(505) million for the year ended December 31, 2018, primarily due to a decrease in net proceeds from sales and maturities of investments, partially offset by a reduction in capital expenditures as a result of the Internal Reorganizations and Business Realignments in 2019 and an increase in proceeds from sales of property, businesses and consolidated companies.

for the acquisition of noncontrolling interests.

The change was due to repayments of commercial paper and long-term debt and transfers of cash to DowDuPont in connection with the Internal Reorganization and Business Realignments in 2019, partially offset by a net increase in contributions from Dow and DowDuPont, primarily for repayment of long-term debt, and a decrease in distributions to Dow and DowDuPont which were used to fund a portion of DowDuPont’s dividend payments, and in 2018 to fund a portion of DowDuPont’s share repurchases.

The company repurchased $300 million under its share buyback plan since the Corteva Distribution and expects to repurchase the remaining $700 million in 2021.

During 2019, the company purchased and retired 824,000 shares for a total cost of $25 million.

During 2020, the company purchased and retired 8,503,000 shares for a total cost of $275 million.

The change was due to repayments of commercial paper and long-term debt, transfers of cash to DowDuPont in connection with the Internal Reorganization and Business Realignments in 2019, and a net decrease in contributions from Dow and DuPont, primarily for repayment of long-term debt, partially offset by proceeds received from the related party loan between EID and Corteva, Inc., and a decrease in distributions to Dow and DowDuPont which were used to fund a portion of DowDuPont’s dividend payments, and in 2018 to fund a portion of DowDuPont’s share repurchases.

possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made.

indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required.

| Operating lease and finance lease obligations1 | | | $ | 603 | | $ | 153 | | $ | 199 | | $ | 114 | | $ | 137 | |

| Long-term debt1 | | | 1,110 | | | 1 | | | — | | | 500 | | | 609 | | |

| Purchase obligations2 | | | | | | | | | | | | | | | | | |

| Information technology infrastructure & services | | | 52 | | | 32 | | | 20 | | | — | | | — | | |

| Raw material obligations | | | 1,486 | | | 480 | | | 629 | | | 317 | | | 60 | | |

| Other | | | 136 | | | 112 | | | 14 | | | 10 | | | — | | |

| Total purchase obligations | | | 1,674 | | | 624 | | | 663 | | | 327 | | | 60 | | |

| Pension and other post employment benefits | | | 5,434 | | | 264 | | | 584 | | | 920 | | | 3,666 | | |

| Workers' compensation | | | 66 | | | 11 | | | 28 | | | 12 | | | 15 | | |

| License agreements4 | | | 481 | | | 169 | | | 245 | | | 45 | | | 22 | | |

| Other5 | | | 287 | | | 113 | | | 54 | | | 31 | | | 89 | | |

| Total other long-term liabilities | | | 6,597 | | | 657 | | | 991 | | | 1,081 | | | 3,868 | | |

| Total contractual obligations6,7 | | | $ | 10,142 | | $ | 1,455 | | $ | 1,893 | | $ | 2,062 | | $ | 4,732 | |

3.The company's contractual obligations do not reflect an offset for recoveries associated with indemnifications by Chemours, Dow, and DuPont in accordance with the Chemours Separation Agreement and the Separation Agreement (related to the Corteva Distribution), respectively.

7.The timing and amount of escrow funding requirements under the MOU cannot be estimated, as a result of the cost sharing arrangement with DuPont, and have been excluded from the table.

Substantially all of the company's worldwide benefit

Therefore, as of November 30, 2018, active employees participating in the U.S. pension plans will not accrue additional benefits for future service and eligible compensation received.

In December 2020, the company amended its retiree medical, dental and life insurance plans.

Effective January 1, 2022, the company will no longer provide retiree dental and life insurance benefits.

The company expects to contribute approximately $217 million to its OPEB plans in 2021, and expects the amount to decrease to approximately $140 million in 2022 as a result of the OPEB plan amendment.

The primary currencies for which the company has an exchange rate exposure are the Brazilian Real, Swiss franc, [added: Canadian dollar and] European Euro [removed: ("EUR"), and Canadian dollar.][added: ("EUR").]

These [removed: marketable] [added: debt] securities were classified as available-for-sale [added: marketable securities] and as such, fluctuations in foreign exchange were recorded in accumulated other comprehensive [removed: loss (AOCL)] [added: income (loss)] within the Consolidated Statements of Equity.

These fluctuations [removed: are] [added: were] subsequently reclassified from [removed: AOCL] [added: accumulated other comprehensive income (loss)] to earnings [removed: in] [added: during 2021, which was] the period in which the marketable securities [removed: are] [added: were] sold.

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

| *(Dollars in millions)* | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Foreign currency contracts | | | $ | [removed: (80)] [added: 44] | | $ | [removed: (18)] [added: (80)] | | $ | [removed: (388)] [added: (211)] | | $ | [removed: (296)] [added: (388)] | |

| Marketable securities | | | $ | [removed: 226] [added: —] | | $ | [removed: —] [added: 226] | | $ | [removed: (36)] [added: —] | | $ | [removed: —] [added: (36)] | |

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK][added: RISK, *continued*]

At December 31, 2021, the company no longer held these USD denominated marketable securities.

Part II

We evaluate and test products throughout the research and development phases, and each new technology undergoes further rigorous scientific studies and tests to [removed: ensure] [added: validate] that the product can be used effectively and that use of the technology is safe for humans and animals and does not cause undue harm to the [removed: environment.][added: environment when used in accordance with the directions for use.]

The regulatory approval processes and procedures globally are [added: becoming] increasingly more complex, which has resulted in additional [removed: tests, time investment] [added: testing needs, difficult to predict] and [added: longer approval timelines, and] higher development and maintenance costs.

We continue to invest on an ongoing basis to keep dossiers current, respond to regulators and meet [added: evolving] regulatory standards required by global regulatory frameworks.

Failure to comply with these regulations or future regulatory bans and [removed: restrictions on] [added: requirements related to] our products and their use may materially impact our financial performance.

Various countries in [removed: EMEA;] [added: EMEA,] Latin America, and Asia have banned GMOs entirely.

The EPA reevaluates pesticide tolerances [added: at least] every 10 years, taking into account ecological and human health risks, in addition to cumulative risks as a result of multiple routes of and sources of exposure.

[removed: Our] [added: The company's] European operations are subject to the European chemical regulation REACH (“Registration, Evaluation, Authorisation, and Restriction of Chemicals”) and the CLP (“Classification, Labeling, and Packaging of Substances and Mixtures”).

We continue to [removed: follow] [added: monitor] legislative and regulatory developments related to pollution and other environmental health and safety matters.

The company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are accessible on Corteva's website at [removed: http://www.corteva.com/] [added: http://investors.corteva.com] by clicking on the section labeled [removed: "Investors",] [added: "Financial Information",] then on [removed: "Financial Information."] [added: "SEC Filings."] These reports are made available, without charge, as soon as is reasonably practicable after the company files or furnishes them electronically with the [removed: SEC.][added: Securities and Exchange Commission.]

No portion of the company's [removed: website,] [added: website mentioned in this report,] or the materials contained on it, have been made part of this annual report on Form 10-K or incorporated herein by reference, unless such incorporation is specifically mentioned herein.

The regulatory approvals process for products that incorporate novel modes of action or new technologies can be particularly unpredictable and uncertain due to the then-current state of regulatory guidelines and objectives, as well as governmental policy considerations and [removed: non-governmental] [added: non- governmental] organization and other stakeholder considerations.

The successful development and commercialization of [removed: Corteva’s] [added: Corteva's] pipeline [removed: products, including Enlist E3™ and Conkesta E3® soybeans,] [added: products] will be necessary for [removed: Corteva’s] [added: Corteva's] growth.

For example, the commercial transition to the company’s Enlist E3™ and Conkesta E3® soybean technologies, which are packaged with its Enlist One® and Enlist Duo® herbicides, is expected to take the company several years to [removed: complete .][added: complete.]

These include concerns and claims that increased use of crop protection products, drift, inversion, volatilization and the use of biotechnology [added: traits meant to reduce the resistance of weeds or pests to control by crop protection products, could increase or accelerate such resistance and otherwise negatively impact health and the environment.]

[removed: Delays in obtaining regulatory approvals to import, including those related to the importation of crops grown from] seeds containing certain traits or treated with specific chemicals, may influence the rate of adoption of new products in globally traded crops.

[removed: The date at which] generic competition commences may be different from the date that the patent or regulatory exclusivity expires.

However, upon the loss or expiration of patent protection for one of Corteva’s products or of a product that Corteva licenses, or upon the [removed: “at-risk”] [added: “at- risk”] launch (despite pending patent infringement litigation against the generic product) by a generic manufacturer of a generic version of one of Corteva’s patented products or of a product that Corteva licenses, Corteva can lose a major portion of revenues for that product, which can have a material adverse effect on Corteva’s business.

Moreover, changes in environmental [removed: regulations] [added: regulations, including those related to climate change,] could inhibit or interrupt Corteva’s operations, or require modifications to its [removed: facilities.][added: facilities in the future.]

Business and/or supply chain disruptions, plant and/or power outages and information technology system and/or network disruptions, regardless of cause including acts of sabotage, employee error or other actions, geo-political activity, [added: military conflict,] local epidemics or pandemics, weather events and natural disasters could seriously harm Corteva’s operations as well as the operations of its customers and suppliers.

Business and/or supply chain disruptions may also be caused by security breaches, which could include, for example, [added: ransomware] attacks [added: and attacks] on information technology and infrastructure by hackers, viruses, breaches due to employee [removed: error or actions or other disruptions.]

Corteva and/or its suppliers may fail to effectively prevent, detect and recover from these or other security breaches and, as a consequence, such breaches could result in misuse of Corteva’s assets, business disruptions, loss of property including trade [added: secrets and confidential business information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, loss of sales and interference with regulatory and data privacy compliance.]

Corteva’s ability to affordably access the capital markets and/or borrow [removed: short-term] [added: short- term] debt in amounts adequate to finance its activities could be impaired as a result of a variety of factors, including factors that are not specific to Corteva, such as a severe disruption of the financial markets and, in the case of debt securities or borrowings, interest rate fluctuations.

A decrease in the ratings assigned to Corteva or EID by the ratings agencies may negatively impact Corteva’s [added: liquidity,] access to the debt capital markets and increase Corteva’s cost of borrowing and the financing of its seasonal working capital.

In [removed: 2021,] [added: 2022,] Corteva expects to contribute approximately [removed: $47] [added: $60] million to its pension plans other than the principal U.S. pension plan, and about [removed: $217] [added: $140] million for its other post-employment benefit ("OPEB") plans.

[removed: Additionally,] [added: While not anticipated for 2022,] Corteva may make potential discretionary contributions to the principal U.S. pension [removed: plan in 2021.][added: plan.]

Corteva expects to base such estimates on several factors, including the complexity of the geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties (“PRPs”) at multi-party sites and the number of, and financial [removed: viability of, other PRPs.]

Such factors and developments may include, but are not limited to, additional data, safety or risk assessments, as well as a final adverse judgment, significant [added: settlement or changes in applicable law.]

As of December 31, [removed: 2020,] [added: 2021,] the indemnification assets pursuant to the Chemours Separation Agreement and the Corteva Separation Agreement are in aggregate [removed: $98] [added: $72] million within accounts and notes receivable - net and [removed: $308] [added: $254] million within other assets in the company’s Consolidated Balance Sheet.

In the ordinary course of business, Corteva may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses and issue guarantees of [removed: third party] [added: third-party] obligations.

Corteva’s operations outside the United States are subject to risks and restrictions, including fluctuations in foreign-currency exchange rates; [added: inflation;] exchange [added: and price] control regulations; corruption risks; competitive restrictions; changes in local political or economic conditions; import and trade restrictions; import or export licensing requirements and trade policy; and other potentially detrimental domestic and foreign governmental practices or policies affecting U.S. companies doing business abroad.

Although Corteva has operations throughout the world, Corteva’s sales outside the United States in [removed: 2020] [added: 2021] were principally to customers in Brazil, Eurozone countries, and Canada.

[removed: Market uncertainty or an economic downturn in these] geographic areas could reduce demand for Corteva’s products and result in decreased sales volume, which could have a negative impact on Corteva’s results of operations.

In addition, if the execution [removed: or implementation] of [removed: acquisitions, divestitures, alliances, joint ventures and other] [added: these transactions, initiatives, or] portfolio actions is not successful, it could adversely impact Corteva’s financial condition, cash flows and results of operations.

[removed: COVID-19 and the related government-imposed restrictions, including stay at home orders, has significantly impacted other economic activity and markets around the world, which] [added: Future outbreaks or pandemics] could negatively impact the company's business, financial condition, and results of operations in numerous ways, including but not limited to those outlined below:

[removed: -] Current and future COVID-19 outbreaks and resulting illness, travel restrictions and workforce disruptions could impact Corteva's global supply chain, its operations and its routes to market or those of its suppliers, co-manufacturers, or customers/distributors.

- Increased volatility and pricing in the capital and commercial paper markets may [removed: reoccur] [added: re-occur] and impact the company's access to preferred sources of liquidity resulting in higher borrowing costs.

Therefore, the [removed: impact] [added: result] of the [removed: recent] [added: company’s consolidated results of operations in face of the ongoing] COVID-19 [removed: outbreak] [added: outbreak, or another pandemic,] and the unprecedented economic conditions [removed: resulting from it will have on the company's consolidated results of operations is uncertain, but could still] [added: which can result therefrom may] negatively impact the company's business operations, financial performance and results of operations in the future.

[removed: These patents could reduce the value of Corteva’s commercial or pipeline products or, to the extent they cover key technologies on which] Corteva has relied, require Corteva to seek to obtain licenses (and Corteva cannot ensure it would be able to obtain such a license on acceptable terms) or cease using the technology, no matter how valuable to Corteva’s business.

Additionally, under its indemnity provisions of the Separation Agreement, the company could find its liabilities increased as a result of a court concluding that Historical [added: DuPont, Historical Dow or DowDuPont executed a fraudulent conveyance in connection with divestitures and spin-offs of any one of their historical operations, including Chemours.]

The increase in timelines for regulatory approvals may result in the company not achieving its sustainability targets, or its anticipated returns on research and development investments.

As of January 2022, before registering any new conventional pesticide active ingredient, the EPA will evaluate the potential effects on listed species and their designated critical habitats under the Endangered Species Act (the “ESA”).

EPA also has initiated such evaluations for certain other active ingredients in response to existing or threatened litigation.

Where the EPA determines that a pesticide in the registration and re-evaluation processes “may affect” a listed species, the EPA must consult with the U.S. Fish and Wildlife Service and the National Marine Fisheries Service.

As part of its approval, registration, and reevaluation processes, the EPA may impose certain use restrictions on crop protection products under the ESA.

Under the citizen suit provisions, the ESA also includes citizen suit provisions that allow the public to bring suit in court against federal agencies when they believe a listed species is not being adequately protected by the EPA.

*European Farm to Fork Strategy*

In October 2021, a majority of the European Parliament adopted the Farm to Fork Strategy setting forth the European Union’s plans to increase organic farming.

As part of this strategy, the E.U. Commission has set aggressive 2030 targets to reduce by 50% the use and risk of chemical pesticides and the use of more hazardous pesticides by 50%.

Additionally, as part of this strategy, the E.U. Commission is targeting having 25% of the European Union’s agricultural land under organic farming by

2030.

The E.U. Commission is also expected to propose mandatory front-of-pack nutrition labelling and develop a food labelling framework covering the nutritional, climate, environmental and social aspects of food products.

While the company has a growing product portfolio supportive to organic agriculture, the implementation of this strategy may decrease the size of the market for its products within the European Union.

The uncertainty and increased length of regulatory approvals may reduce Corteva’s return on its research and development investments, and impede its ability to meet sales, profitability, or sustainability metrics.

Delays in obtaining regulatory approvals to import, including those related to the importation of crops grown from

The date at which

Corteva’s business is subject to various competition and antitrust, rules and regulations around the world, and as the size of its business grows, scrutiny of its business by legislators and regulators in these areas may intensify.

On July 9, 2021, President Biden issued an executive order promoting competition in the American economy.

The order encouraged further examination and efforts by U.S. regulatory agencies to avoid market concentrations for agricultural inputs, that could challenge the survival of family farms.

The executive order also directs the U.S. Secretary of Agriculture to take action to ensure that the intellectual property system, while still incentivizing innovation, does not also unnecessarily reduce competition in seed and other agricultural input markets beyond what is reasonably contemplated by the U.S. Patent Act and propose strategies for addressing those concerns across intellectual property, antitrust, and other relevant laws.

While the ultimate impact of the executive order will depend on the actions ultimately resulting from the U.S. regulatory authorities, actions taken by such authorities may increase the regulation and regulatory costs associated with the agriculture industry in the future and restrict the company from pursuing certain growth opportunities, including mergers and acquisitions.

Scrutiny from regulators in the U.S. and abroad may intensify as Corteva’s business presence grows.

This scrutiny and related investigations, even when not resulting in an enforcement action, may result in damage to a company’s reputation, significant

defense expense, as well as become a distraction to management.

Antitrust and competition enforcement actions may result in regulators imposing fines, penalties, or restrictions on a company’s business practices in a manner that may significantly impact its results of operations.

error or actions or other disruptions.

viability of, other PRPs.

Inflation, market uncertainty or an economic downturn in these

Failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives and other portfolio actions may not have the results anticipated.

Sentiment towards climate change and other environmental, social and governance (“ESG”) matters could adversely affect our stock price, results of operations, and access to capital.

Since 2020, Corteva has announced sustainability goals, including adopting its greenhouse gas emission reduction strategy and targets for 2030 and inclusion, diversity and equity goals for 2026.

Execution of these strategies and the achievements of Corteva’s sustainability goals is subject to risk and uncertainties, many of which are out of its control.

Failure to achieve its sustainability goals within the currently projected costs and expected timeframes could damage Corteva’s reputation, customer and investor relationships, or its access to financing.

Further, given investors' increased focus related to ESG matters, such a failure could cause stockholders to reduce their ownership holdings, all of which, in turn could adversely affect Corteva’s business, financial condition, results of operations and cash flows and reduce its stock price.

Increased market volatility resulting from COVID-19 disruptions has also limited the availability of certain manufacturing inputs.

COVID-19 and the related government-imposed restrictions, including stay at home orders, has significantly impacted other economic activity and markets around the world.

If we are unable to recruit and retain key personnel, our business may be harmed.

Much of Corteva’s future success depends on the continued service, availability and performance of our senior management and highly-skilled personnel across all levels of the organization.

Corteva’s senior management has acquired specialized knowledge and skills with respect to its business, and the loss of any of these individuals could harm its business, especially if we are not successful in developing adequate succession plans.

Our efforts to attract, develop, integrate and retain highly skilled employees with appropriate qualifications may be compounded by difficulties in recruiting, hiring and retaining urgently needed specialized employees at a regional level where there may be significant competition between employers.

In 2020, Corteva announced the launch of Brevant™ seeds in the U.S. for sale exclusively through retail locations in the Midwest and Eastern Corn Belt starting with 2021 planting.

As a global brand, Brevant™ seeds, which was originally launched in Latin America, Canada, and select European countries in 2018, provides farmers a greater choice with a high-performance retail solution.

Brevant™ provides multiple seed offerings including corn, soybeans, sunflowers and canola.

In connection with the validation of breeding plans and large-scale product development timelines focused on rapidly ramping up differentiated technology solutions, during the fourth quarter of 2019, the company began accelerating the ramp up of the Enlist E3TM trait platform in the company’s soybean portfolio mix across all brands, including Pioneer® brands, over the subsequent five years.

During the ramp-up period, the company is expected to significantly reduce the volume of products with the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits beginning in 2021, with expected minimal use of the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® traits thereafter for the remaining term of the non-exclusive license with the Monsanto Company.

Refer to Prepaid Royalties within the Critical Accounting Estimates section on page 71 for additional information.

In 2019, Corteva received import authorization from China for the Conkesta™ soybean insect control trait.

The trait approval had been in progress in China since 2014.

The receipt of China import approval is a necessary step for commercialization of Conkesta E3™ in Latin America, which the company is expecting the latter part of 2021, pending additional regulatory approvals.

In 2019, the company launched Qrome® corn products in U.S. Pioneer® brands.

Qrome® products offer growers high yield potential insect control options to help drive productivity for their operations by combining top-tier genetics and strong defensive traits.

In 2020, Qrome® products were expanded to the U.S. multi-channel and Canada Pioneer® brands.

The company acquired exclusive rights to the Clearfield® canola production system in North America from BASF in 2019.

The Clearfield® canola trait provides non-genetically modified tolerance to imidazolinone herbicides.

Clearfield® canola in the Pioneer® and Nexera® brands were already highly established in the market and integrated into the company’s breeding, production and commercial processes.

In addition, the company creates digital tools that provide both farmers and internal sales resources with platforms to support agronomic and operational decision-making, particularly in the areas of product selection, targeted crop protection application, and financial analysis, designed to help maximize yield and profitability.

*Distribution*

The seed segment has a diverse worldwide network which markets and distributes the company’s brands to customers, primarily through the company’s multi-channel, multi-brand strategy, which includes four differentiated channels: Pioneer agency model, regional brands, retail brands, as well as third parties through licensing and distribution channels.

The Pioneer agency model is unique to Corteva and represents sales made directly to farmers via independent sales representatives.

Through this agency model, the company interacts directly with farmers at multiple points in the growing season, from prior to planting all the way through harvest.

These regular interactions enable the company to provide the advice and service farmers need while giving the company real-time insights into the customers’ future ordering decisions.

The company’s regional brands connect to customers through regional brand employees and farmer-dealer networks.

Retail brands provide a one-stop shop for seed and chemistry solutions and may include sales to distributors, agricultural cooperatives, and dealers.

Finally, Corteva out-licenses traits and germplasm to third parties.

*Key Raw Materials*

The key raw materials for seed include corn and soybean seeds.

To produce high-quality seeds, the company contracts with third party growers globally.

Corteva focuses on production close to the customer to provide the seed product, which is suitable for that region and its weed, insect and disease challenges, weather, soil and other conditions.

The company conditions and packages the seeds using its own plants and third-party contract manufacturers.

By striking a balance between owning production facility assets directly and contracting with third party growers, the company believes it is best able to maintain flexibility to react to demand changes unique to each geography while minimizing costs.

The company seeks to collaborate with strategic seed growers and share its digital agronomy and product management knowledge with them.

The company’s third-party growers are an important part of its supply chain.

Corteva provides them with rigorous training, planning tools and access to a system that tests and advances products matched to specific geographic needs.

Part I

ITEM 1.

BUSINESS, *continued*

The seed segment's R&D and supply chain groups work seamlessly to select and maintain product characteristics that enhance the quality of its seed products and solutions.

Corteva focuses on customer-driven innovation to deliver superior germplasm and trait technologies.

With its large sets of digitized data and its seed field management solution, the company can manage its field operations efficiently and draw insights from data quickly and effectively.

This allows the company’s supply chain to react quickly to changing customer needs and provides R&D with tremendous amounts of data to analyze and incorporate into resource allocation decisions.

Even when the Company believes liabilities are not expected to be material or the probability of loss or [removed: of] an adverse unappealable final judgment is remote, the Company may consider settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company, including avoidance of future distraction and litigation defense cost, and its shareholders.

Corteva [removed: continues to cooperate with the Bureau’s inquiries, but] believes the likelihood of material liability is remote.

On May 26, 2020, Corteva received a subpoena from the Federal Trade Commission (“FTC”) directing it to submit documents pertaining to its crop protection products generally, as well as business plans, rebate programs, offers, pricing and marketing materials specifically related to its acetochlor, [removed: oxamyl and] [added: oxamyl,] rimsulfuron and other related products in order to determine whether Corteva engaged in unfair methods of competition through anticompetitive conduct.

On January 22, 2021, Chemours, DuPont, Corteva and EID entered into a binding memorandum of understanding containing a settlement to resolve legal disputes [removed: originating from the Delaware Litigation] [added: related to Chemours' responsibility for litigation] and [removed: Pending Arbitration,] [added: environmental liabilities allocated to it,] and to establish a cost sharing arrangement and escrow account to be used to support and manage potential future legacy [removed: per- and polyfluoroalkyl substances (“PFAS”)] [added: PFAS] liabilities arising out of pre-July 1, 2015 conduct (the “MOU”).

LEGAL [removed: PROCEEDINGS][added: PROCEEDINGS, *continued*]

Under the Separation Agreement, Corteva and DuPont will share [removed: any future] liabilities [added: under the decree] proportionally on the basis of 29% and 71%, respectively.

In February 2022, the Commissioner of the Bureau notified Corteva that the Bureau had discontinued the inquiry.

The Bureau made no final determination with respect to Corteva’s conduct, thereby retaining discretion to investigate or to take enforcement action in the future.

*Chlorpyrifos Lawsuits*

As of December 31, 2021, there were pending personal injury and remediation lawsuits filed against the former Dow Agrosciences LLC in California alleging injuries related to exposure to, or contamination by, chlorpyrifos, the active ingredient in Lorsban®, an insecticide used by commercial farms for field fruit, nut and vegetable crops.

Corteva ended its production of Lorsban® in 2020.

Further information with respect to these proceedings is set forth under “Chlorpyrifos Lawsuits” in Note 18 – Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

On January 18, 2022, the U.S. District Court of the Southern District of Texas dismissed the felony charge for failing to implement a safety practice.

The company intends to move to dismiss the remaining charges and the trial is currently scheduled for October 2022.

A final consent decree was approved by the federal court in January 2022, pursuant to which EID agreed to pay a civil penalty of $3.1 million and attorney’s fees to the State of Texas.

Part I

ITEM 3.

LEGAL PROCEEDINGS, *continued*

*Netherlands Municipality Cases*

In April 2021, four municipalities in the Netherlands filed complaints alleging contamination of land and groundwater resulting from the emission of PFOA and GenX by Corteva, DuPont and Chemours.

Further information with respect to these proceedings is set forth under "Other PFOA Matters" in Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

*Settlement with the State of Delaware*

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

Further information with respect to this settlement is set forth under "Other PFOA Matters" in Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

*Nebraska Department of Environment and Energy, AltEn Facility*

The Environmental Protection Agency (“EPA”) and the Nebraska Department of the Environmental and Energy (“NDEE”) are pursuing investigations, response and removal actions, litigation and enforcement action related to an ethanol plant located near Mead, Nebraska and owned and operated by AltEn LLC (“AltEn”).

The agencies have alleged violations under the Resource Conservation and Recovery Act (“RCRA”) and other federal and state laws stemming from AltEn’s lack of compliance with the terms and conditions of its operating permits and other regulatory requirements.

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

On May 13, 2019, Chemours filed suit in the Delaware Court of Chancery against DuPont, EID, and Corteva, seeking, among other things, to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement (the “Delaware Litigation”).

On March 30, 2020, the Court of Chancery granted a motion to dismiss.

On December 15, 2020, the Delaware Supreme Court affirmed the judgment of the Court of Chancery.

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

Corteva cooperated fully with the government’s investigation and will vigorously defend against these charges.

These discussions continue.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

Indicate by check mark [removed: whether] [added: if] the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).

Indicate by check mark [removed: whether] [added: if] the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post such] files).

[removed: E.] [added: | [E.] I. du Pont de Nemours and Company [removed: ý][added: Financial Statements and Supplementary Data](#i2de353072e634cfa9de417e9818a0226_271) | | | | | | | | | F-[83](#i2de353072e634cfa9de417e9818a0226_271) | | |]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, [removed: or] a non-accelerated [removed: filer.][added: filer, a smaller reporting company, or an emerging growth company.]

See definition of [added: "large accelerated filer,"] "accelerated [removed: filer] [added: filer," "smaller reporting company,"] and [removed: large accelerated filer"] [added: "emerging growth company"] in Rule 12b-2 of the Exchange Act.

The aggregate market value of voting stock of Corteva, Inc. held by [removed: nonaffiliates] [added: non-affiliates] of the registrant (excludes outstanding shares beneficially owned by directors and officers and treasury shares) as of June 30, [removed: 2020] [added: 2021] was [removed: $20.0] [added: $32.5] billion.

As of February [removed: 4, 2021, 744,062,000] [added: 3, 2022, 727,021,000] shares of Corteva, Inc's common stock, $0.01 par value, were outstanding.

As of February [removed: 4, 2021,] [added: 3, 2022,] all of E. I. du Pont de Nemours and Company’s issued and outstanding common stock, comprised of 200 shares, $0.30 par value per share, is held by Corteva, Inc.

Information pertaining to certain Items in Part III of this report is incorporated herein by reference to portions of Corteva, Inc.'s definitive [removed: 2021] [added: 2022] Annual Meeting Proxy Statement to be filed within 120 days after the end of the year covered by this Annual Report on Form 10-K, pursuant to Regulation 14A (the Proxy).

| [Explanatory [removed: Note](#i83c194aa22b547efb164f376b32c135c_10)] [added: Note](#i2de353072e634cfa9de417e9818a0226_10)] | | | | | | | | | [removed: [2](#i83c194aa22b547efb164f376b32c135c_10)] [added: [2](#i2de353072e634cfa9de417e9818a0226_10)] | | |

[removed: | [PART I](#i83c194aa22b547efb164f376b32c135c_13) | | | | | | | | | | | |][added: Part I]

| | | | [Item [removed: 1.](#i83c194aa22b547efb164f376b32c135c_16)] [added: 1.](#i2de353072e634cfa9de417e9818a0226_16)] | | | [removed: [Business](#i83c194aa22b547efb164f376b32c135c_16)] [added: [Business](#i2de353072e634cfa9de417e9818a0226_16)] | | | [removed: [3](#i83c194aa22b547efb164f376b32c135c_16)] [added: [3](#i2de353072e634cfa9de417e9818a0226_16)] | | |

| | | | [Item [removed: 1A.](#i83c194aa22b547efb164f376b32c135c_19)] [added: 1A.](#i2de353072e634cfa9de417e9818a0226_19)] | | | [Risk [removed: Factors](#i83c194aa22b547efb164f376b32c135c_19)] [added: Factors](#i2de353072e634cfa9de417e9818a0226_19)] | | | [removed: [13](#i83c194aa22b547efb164f376b32c135c_19)] [added: [13](#i2de353072e634cfa9de417e9818a0226_19)] | | |

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[removed: | [PART II](#i83c194aa22b547efb164f376b32c135c_34) | | | | | | | | | | | |][added: Part I]

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| | | | [removed: Item 12.] [added: [Item 12.](#i2de353072e634cfa9de417e9818a0226_109)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i83c194aa22b547efb164f376b32c135c_109)] [added: Matters](#i2de353072e634cfa9de417e9818a0226_109)] | | | [removed: [87](#i83c194aa22b547efb164f376b32c135c_109)] [added: [75](#i2de353072e634cfa9de417e9818a0226_109)] | | |

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| [removed: [SIGNATURES](#i83c194aa22b547efb164f376b32c135c_127)] [added: [SIGNATURES](#i2de353072e634cfa9de417e9818a0226_127)] | | | | | | | | | [removed: [93](#i83c194aa22b547efb164f376b32c135c_127)] [added: [79](#i2de353072e634cfa9de417e9818a0226_127)] | | |

The separate EID financial statements and footnotes for areas that differ from Corteva, are included within this Annual Report on Form 10-K and begin on page [removed: F-89.][added: F-83.]

- "DowDuPont" refers to DowDuPont [removed: Inc,] [added: Inc.] and its subsidiaries prior to the Separation [added: (as defined below)] of Corteva;

- "Historical Dow" refers to [removed: the] [added: The] Dow Chemical Company and its consolidated subsidiaries prior to the Internal [removed: Reorganization;][added: Reorganization as defined on page 4;]

2021

| 9330 Zionsville Road, | | | Indianapolis, | | | Indiana | | | 46268 | | | | | | (833) | | | 267-8382 | | | | | |

| 9330 Zionsville Road, | | | Indianapolis, | | | Indiana | | | 46268 | | | | | | (833) | | | 267-8382 | | | | | |

Documents Incorporated by Reference

| [PART I](#i2de353072e634cfa9de417e9818a0226_13) | | | | | | | | | | | |

| [PART II](#i2de353072e634cfa9de417e9818a0226_34) | | | | | | | | | | | |

| | | | [Item 6.](#i2de353072e634cfa9de417e9818a0226_40) | | | [\[Reserved\]](#i2de353072e634cfa9de417e9818a0226_40) | | | [31](#i2de353072e634cfa9de417e9818a0226_40) | | |

| | | | [Item 9C.](#i2de353072e634cfa9de417e9818a0226_2805) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i2de353072e634cfa9de417e9818a0226_2805) | | | [72](#i2de353072e634cfa9de417e9818a0226_2805) | | |

Corteva was incorporated in Delaware in March 2018 and maintains its business headquarters in Indianapolis, Indiana.

In 2020, Corteva announced the launch of Brevant™ seeds in the U.S. for sale exclusively through retail locations in the Midwest and Eastern Corn Belt starting with 2021 planting.

As a global brand, Brevant™ seeds, which was originally launched in Latin America, Canada, and select European countries in 2018, provides farmers a greater choice with a high-performance retail solution.

Brevant™ provides multiple seed offerings including corn, soybeans, sunflowers and canola.

In connection with the validation of breeding plans and large-scale product development timelines focused on rapidly ramping up differentiated technology solutions, during the fourth quarter of 2019, the company began accelerating the ramp up of the Enlist E3TM trait platform in the company’s soybean portfolio mix across all brands, including Pioneer® brands, over the subsequent five years.

During the ramp-up period, the company is expected to significantly reduce the volume of products with the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits beginning in 2021, with expected minimal use of the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® traits thereafter for the remaining term of the non-exclusive license with the Monsanto Company.

Refer to Prepaid Royalties within the Critical Accounting Estimates section on page 63 for additional information.

In 2019, Corteva received import authorization from China for the Conkesta® soybean insect control trait, which was a necessary step for commercialization of Conkesta E3® soybeans in Latin America.

Conkesta E3® soybeans received regulatory approvals and was commercialized in the second half of 2021.

In 2019, the company launched Qrome® corn products in U.S. Pioneer® brands.

Qrome® products offer growers high yield potential insect control options to help drive productivity for their operations by combining top-tier genetics and strong defensive traits.

In 2020, Qrome® products were expanded to the U.S. multi-channel and Canada Pioneer® brands.

ITEM 1.

BUSINESS, *continued*

The company acquired exclusive rights to the Clearfield® canola production system in North America from BASF in 2019.

The Clearfield® canola trait provides non-genetically modified tolerance to imidazolinone herbicides.

Clearfield® canola in the Pioneer® and Nexera® brands were already highly established in the market and integrated into the company’s breeding, production and commercial processes.

In addition, the company creates digital tools that provide both farmers and internal sales resources with platforms to support agronomic and operational decision-making, particularly in the areas of product selection, targeted crop protection application, and financial analysis, designed to help maximize yield and profitability.

*Distribution*

The seed segment has a diverse worldwide network which markets and distributes the company’s brands to customers, primarily through the company’s multi-channel, multi-brand strategy, which includes four differentiated channels: Pioneer agency model, regional brands, retail brands, as well as third parties through licensing and distribution channels.

The Pioneer agency model is unique to Corteva and represents sales made directly to farmers via independent sales representatives.

Through this agency model, the company interacts directly with farmers at multiple points in the growing season, from prior to planting all the way through harvest.

These regular interactions enable the company to provide the advice and service farmers need while giving the company real-time insights into the customers’ future ordering decisions.

The company’s regional brands connect to customers through regional brand employees and farmer-dealer networks.

Retail brands provide a one-stop shop for seed and chemistry solutions and may include sales to distributors, agricultural cooperatives, and dealers.

Finally, Corteva out-licenses traits and germplasm to third parties.

*Key Raw Materials*

The key raw materials for seed include corn and soybean seeds.

To produce high-quality seeds, the company contracts with third-party growers globally.

Corteva focuses on production close to the customer to provide the seed product, which is suitable for that region and its weed, insect and disease challenges, weather, soil and other conditions.

The company conditions and packages the seeds using its own plants and third-party contract manufacturers.

By striking a balance between owning production facility assets directly and contracting with third-party growers, the company believes it is best able to maintain flexibility to react to demand changes unique to each geography while minimizing costs.

2020

| 974 Centre Road, | | | Wilmington, | | | Delaware | | | 19805 | | | | | | (302) | | | 485-3000 | | | | | |

| 974 Centre Road, | | | Wilmington, | | | Delaware | | | 19805 | | | | | | (302) | | | 485-3000 | | | | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Corteva, Inc. ý

Note on Incorporation by Reference

| | | | [Item 6.](#i83c194aa22b547efb164f376b32c135c_40) | | | [Selected Financial Data](#i83c194aa22b547efb164f376b32c135c_40) | | | [34](#i83c194aa22b547efb164f376b32c135c_40) | | |

| [E. I. du Pont de Nemours and Company Financial Statements and Supplementary Data](#i83c194aa22b547efb164f376b32c135c_277) | | | | | | | | | F-[89](#i83c194aa22b547efb164f376b32c135c_277) | | |

Subsequent to the Merger, Historical Dow and EID engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products through a series of tax-efficient transactions (collectively, the "Business Separations”).

outstanding shares of Dow’s common stock, par value $0.01 per share, to holders of DowDuPont's common stock, as of the close of business on March 21, 2019 (the “Dow Distribution” and together with the Corteva Distribution, the “Distributions”).

- on April 1, 2019, EID transferred and conveyed its Materials Science Entities to Dow;

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

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

Upon becoming an independent company, the capital structure of Corteva consisted of 748,815,000 authorized shares of common stock (par value of $0.01 per share), which represents the number of common shares issued on June 3, 2019.

attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

It also maintains [removed: one] [added: a] global business center in Johnston, Iowa, for its seed [removed: business and another in Indianapolis, Indiana, for its crop protection] business.

The company has [removed: 97] [added: 92] manufacturing sites in the following geographic regions:

| North America1 | | | 6 | | | [removed: 43] [added: 42] | | | [removed: 49] [added: 48] | | |

| EMEA2 | | | 4 | | | [removed: 16] [added: 15] | | | [removed: 20] [added: 19] | | |

| Latin America | | | 7 | | | [removed: 11] [added: 10] | | | [removed: 18] [added: 17] | | |

| Asia Pacific | | | [removed: 5] [added: 4] | | | [removed: 5] [added: 4] | | | [removed: 10] [added: 8] | | |

| Total | | | [removed: 22] [added: 21] | | | [removed: 75] [added: 71] | | | [removed: 97] [added: 92] | | |

In 2019, the company announced an expansion to increase its Spinosyns fermentation capacity (refer to page [removed: 63] [added: 56] for further discussion).

The company moved its headquarters from Wilmington, Delaware to Indianapolis, Indiana effective February 8, 2022.

The company operates out of its headquarters in Wilmington, Delaware.

The number of record holders of common stock was approximately [removed: 77,000] [added: 76,000] at January 31, [removed: 2021.][added: 2022.]

During [removed: 2019,] [added: 2021 and 2020,] the company paid [removed: two] [added: four] quarterly dividends on its common [removed: stock of $0.13 per share each.][added: stock.]

The following table [removed: provides] [added: summarizes] information with respect to the company's purchase of its common stock during the three months ended December 31, [removed: 2020:][added: 2021:]

| Month | | | Total Number of Shares Purchased | | | Average Price Paid per Share | | | Total Number of Shares Purchased as Part of the Company's Publicly Announced Share Buyback Program1 | | | Approximate Value of Shares that May Yet Be Purchased Under the [removed: Programs1] [added: Program1] (Dollars in millions) | | |

1 On [removed: June 26, 2019,] [added: August 5, 2021,] Corteva, Inc. announced that its Board of Directors authorized a [removed: $1] [added: $1.5] billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date.

[removed: ][added: ]

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES][added: SECURITIES, *continued*]

| | | | 6/3/2019 | | | 12/31/2019 | | | 12/31/2020 | | | [added: 12/31/2021 | | |]

| Corteva | | | $ | 100 | | $ | 120 | | $ | 161 | | [added: $ | 198 | |]

| S&P 500 Index | | | 100 | | | 119 | | | 141 | | | [added: 181 | | |]

| S&P 500 Chemicals Index | | | 100 | | | 112 | | | 129 | | | [added: 160 | | |]

The chart depicts a hypothetical $100 investment in each of the Corteva common stock, the S&P 500 Index and the S&P 500 Chemicals Index as of the closing price on June 3, 2019 and illustrates the value of each investment over time (assuming the reinvestment of dividends) until December 31, [removed: 2020.][added: 2021.]

See the below table for dividend information for each quarter during 2021 and 2020.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2021 | | | 2020 | | |

| Fourth Quarter | | | $ | 0.14 | | $ | 0.13 | |

| Third Quarter | | | $ | 0.14 | | $ | 0.13 | |

| Second Quarter | | | $ | 0.13 | | $ | 0.13 | |

| First Quarter | | | $ | 0.13 | | $ | 0.13 | |

| Total | | | $ | 0.54 | | $ | 0.52 | |

| October 2021 | | | 1,461,297 | | | $ | 42.91 | | 1,461,297 | | | $ | 1,387 | |

| November 2021 | | | 1,484,410 | | | 46.68 | | | 1,484,410 | | | 1,318 | | |

| December 2021 | | | 1,458,668 | | | 46.62 | | | 1,458,668 | | | 1,250 | | |

| Fourth quarter 2021 | | | 4,404,375 | | | $ | 45.41 | | 4,404,375 | | | $ | 1,250 | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In June 2019, the company began declaring quarterly dividends.

During 2020, the company paid four quarterly dividends on its common stock of $0.13 per share each.

| October 2020 | | | 2,862,214 | | | $ | 31.92 | | 2,862,214 | | | $ | 801 | |

| November 2020 | | | 555,355 | | | 37.54 | | | 555,355 | | | 780 | | |

| December 2020 | | | 2,061,079 | | | 38.81 | | | 2,061,079 | | | 700 | | |

| Fourth quarter 2020 | | | 5,478,648 | | | $ | 35.08 | | 5,478,648 | | | $ | 700 | |

The company repurchased $300 million under its share buyback plan since the Corteva Distribution and expects to repurchase the remaining $700 million in 2021.

Part II

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Not applicable.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | *Successor* | | | | | | | | | | | | *Predecessor* | | | | | |

| *(Dollars in millions, except per share)* | | | *For the Year Ended December 31, 2020* | | | *For the Year Ended December 31, 2019* | | | *For the Year Ended December 31, 2018* | | | *For the Period September 1 through December 31, 2017* | | | *For the Period January 1 through August 31, 2017* | | | *For the Year Ended December 31, 2016* | | |

| Summary of operations | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 14,217 | | $ | 13,846 | | $ | 14,287 | | $ | 3,790 | | $ | 6,894 | | $ | 8,133 | |

| | | | | | | | | | | | | | | | | | | | | |

| Income (loss) from continuing operations before income taxes | | | $ | 675 | | $ | (316) | | $ | (6,806) | | $ | (461) | | $ | (37) | | $ | (527) | |

| | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) attributable to Corteva | | | $ | 681 | | $ | (959) | | $ | (5,065) | | $ | 1,182 | | $ | 1,734 | | $ | 2,513 | |

| Basic earnings (loss) per share of common stock from continuing operations | | | $ | 0.98 | | $ | (0.38) | | $ | (9.08) | | $ | 2.34 | | $ | 0.40 | | $ | (0.29) | |

| Diluted earnings (loss) per share of common stock from continuing operations | | | $ | 0.98 | | $ | (0.38) | | $ | (9.08) | | $ | 2.34 | | $ | 0.40 | | $ | (0.29) | |

| Financial position at year-end | | | | | | | | | | | | | | | | | | | | |

| Working capital1 | | | $ | 6,220 | | $ | 5,281 | | $ | 3,740 | | $ | 4,468 | | | | | $ | 2,916 | |

| Total assets2,3 | | | $ | 42,649 | | $ | 42,397 | | $ | 108,683 | | $ | 120,366 | | | | | $ | 40,041 | |

| Borrowings and finance lease obligations | | | | | | | | | | | | | | | | | | | | |

| Short-term borrowings and finance lease obligations | | | $ | 3 | | $ | 7 | | $ | 2,154 | | $ | 2,752 | | | | | $ | 425 | |

| Long-term debt | | | $ | 1,102 | | $ | 115 | | $ | 5,784 | | $ | 10,299 | | | | | $ | 8,059 | |

| Total equity | | | $ | 25,063 | | $ | 24,555 | | $ | 75,153 | | $ | 79,593 | | | | | $ | 10,196 | |

| General | | | | | | | | | | | | | | | | | | | | |

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| Dividends per common share | | | $ | 0.52 | | $ | 0.26 | | | | | | | | $ | 1.14 | | $ | 1.52 | |

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1.Working capital represents current assets less current liabilities and excludes the assets and liabilities related to discontinued operations.

Refer to Note 1 Background and Basis of Presentation and Note 5 - Divestitures and Other Transactions, of the Consolidated Financial Statements for further information.

2.The company adopted ASC 842 in the first quarter of 2019, which allows for a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial adoption.

The company has elected to apply the transition requirements at the January 1, 2019 effective date rather than at the beginning of the earliest comparative period presented.

3.Periods prior to December 31, 2019 includes total assets of discontinued operations.

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

Part II

ITEM 7.

CONSOLIDATED FINANCIAL STATEMENTS OF E. I. DU PONT DE NEMOURS AND COMPANY

As of December 31, [removed: 2020,] [added: 2021,] the company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

There have been no changes in the company's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

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

As of December 31, [removed: 2020,] [added: 2021,] EID's CEO and CFO, together with management, conducted an evaluation of the effectiveness of EID's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

There have been no changes in EID's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, EID's internal control over financial reporting.

Part II

None.

On June 1, 2019, Corteva, Inc. became an independent, publicly traded company through the previously announced separation (the “Separation”) of the agriculture business of DowDuPont Inc. (“DowDuPont”).

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

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

Part III

Not applicable.

Part III

Each of the executive officers became officers of the company in May 2019 with the exception of [added: Mr. Charles Magro, Mr. David Anderson, and] Dr. Sam Eathington who became an executive officer in [added: November 2021, April 2021 and] January [removed: 2021.][added: 2021, respectively.]

[removed: Collins, Jr,*] [added: Magro,*] age [removed: 58,] [added: 52,] is the Chief Executive Officer of Corteva.

[removed: He previously] [added: Prior to joining Corteva, Ms. Cassidy] served as the [removed: chief operating officer] [added: head] of [added: human resources of] the agriculture division of DowDuPont Inc. since September 2017.

[removed: Friedman,*] [added: Anderson,*] age [removed: 53,] [added: 72,] is Executive Vice President and Chief Financial Officer of Corteva.

*Rajan Gajaria*, age [removed: 53,] [added: 54,] is Executive Vice President, Business Platforms of Corteva.

Glenn*, age [removed: 54,] [added: 55,] is Executive Vice President, Chief Commercial Officer of Corteva.

*Meghan Cassidy*, age [removed: 45,] [added: 46,] is Senior Vice President, Chief Human Resources [added: and Diversity] Officer of Corteva.

[removed: *Sam] [added: *Dr. Sam] Eathington*, age [removed: 52,] [added: 53,] joined Corteva in November 2020 and became Senior Vice President, Chief Technology Officer of Corteva in January 2021, where he is responsible for leading the company’s global research and development [removed: organization and] [added: organization,] building and expanding its industry-leading [removed: pipeline.][added: pipeline, and sustainability.]

Prior to assuming that role, Dr. Eathington spent [removed: more than two decades] [added: 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 [removed: 54,] [added: 55,] is Senior Vice President, General Counsel and Secretary of [removed: Corteva.][added: Corteva, where he is responsible for legal, compliance, enterprise risk management, and government affairs.]

*Brian Titus*, age [removed: 48,] [added: 49,] is Vice President, Controller and Principal Accounting Officer of Corteva.

*Charles V.

Prior to joining Corteva on November 1, 2021, he served as President and chief executive officer of Nutrien Ltd. ("Nutrien") from the company’s launch in 2018 until April 2021.

From 2014 to 2018, Mr. Magro served as President and chief executive officer of Agrium Inc., which merged with Potash Corporation of Saskatchewan to create Nutrien.

As President and CEO of Nutrien, Mr. Magro led more than 27,000 employees to achieve best-in-class engagement, top safety performance and exceptional business results.

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

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

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

Since 2018, Mr. Magro has served on the Canada Pension Plan Investment Board and will continue to serve on the board through March 2022.

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

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

Ingredion Inc., a global provider of ingredient solutions to the food and beverage manufacturing industry, elected Mr. Magro to its board of directors effective May 1, 2022.

*David J.

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

Prior to joining Corteva in April 2021, Mr. Anderson was interim chief financial officer at Criteo S.A., which he joined after serving as chief financial officer and chief operating officer at Nielsen Holdings plc.

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

Prior to that, Mr. Anderson was the chief financial officer for ITT, Inc., Newport News Shipbuilding Inc., and RJR Nabisco, Inc. Mr. Anderson is currently a Board member of American Electric Power and previously a Board member of Cardinal Health.

Effective February 18, 2022, Mr. Gajaria will retire from the company.

In February 2021, Ms. Cassidy became Chief Diversity Officer in addition to her human resources duties at Corteva.

Part III

*James C.

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

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

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

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

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

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

Mr. Collins currently serves on the board of directors of CropLife International and the U.S. China Business Council.

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

*Gregory R.

Mr. Friedman previously served as chief financial officer of the agriculture division of DowDuPont Inc. since September 2018.

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

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

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

On February 4, 2021, Mr. Friedman notified the Company of his intention to retire.

Ms. Cassidy previously served as the head of human resources of the agriculture division of DowDuPont Inc. since September 2017.

CONSOLIDATED FINANCIAL STATEMENTS OF E. I. DU PONT DE NEMOURS AND COMPANY

Information related to executive compensation and the company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Part III

Information with respect to beneficial ownership of Corteva, Inc. common stock by each director, executive officer, and all directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of Corteva, Inc. common stock is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Part III

Information with respect to this Item is incorporated herein by reference to the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Corteva, Inc., including information within the sections entitled, "Certain Relationships and Related Transactions", and "Director Independence."

Part III

Information with respect to this Item is incorporated herein by reference to the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meetings of Stockholders of Corteva, Inc., including information within the section entitled, “Ratification of Independent Registered Public Accounting Firm.”

3.EID Financial Statements (Starting on page [removed: F-89] [added: F-79] of this report).

| | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Balance at beginning of period | | | $ | [removed: 174] [added: 208] | | $ | [removed: 127] [added: 174] | | $ | [removed: 64] [added: 127] | |

| Additions charged to expenses | | | [removed: 154] [added: 97] | | | [removed: 69] [added: 56] | | | [removed: 80] [added: 20] | | |

| Deductions from [removed: reserves1] [added: reserves1,2] | | | [removed: (120)] [added: (4)] | | | [removed: (22)] [added: (18)] | | | [removed: (17)] [added: (22)] | | |

| Balance at end of period | | | $ | [removed: 208] [added: 210] | | $ | [removed: 174] [added: 208] | | $ | [removed: 127] [added: 174] | |

| Balance at beginning of period | | | $ | [removed: 457] [added: 453] | | $ | [removed: 669] [added: 457] | | $ | [removed: 559] [added: 669] | |

| Additions charged to [removed: expenses] [added: expenses1] | | | [removed: 56] [added: 6] | | | [removed: 20] [added: 52] | | | [removed: 451] [added: 69] | | |

| Deductions from [removed: reserves2] [added: reserves3] | | | [removed: (60)] [added: (184)] | | | [removed: (232)] [added: (60)] | | | [removed: (341)] [added: (232)] | | |

| Balance at end of period | | | $ | [removed: 453] [added: 366] | | $ | [removed: 457] [added: 453] | | $ | [removed: 669] [added: 457] | |

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

| [4.2](https://www.sec.gov/Archives/edgar/data/30554/000175567220000006/ctva-12312019xex42.htm) | | | | | | Description of [removed: E.I.] [added: E. I.] du Pont de Nemours and Company registered securities (incorporated by reference from Exhibit 4.2 to the Company’s Annual Report on Form 10-K (Commission file number 001-38710) filed February 14, 2020). | | |

| [removed: [10.10*](http://www.sec.gov/Archives/edgar/data/30554/000003055417000016/dd-ex1025_2017331xq1.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/30554/000003055415000070/dd-ex103_2015630xq2.htm)] | | | | | | [removed: Transaction Agreement, dated as of March 31, 2017, by and between] E. I. du Pont de Nemours and [removed: Company and FMC Corporation] [added: Company's Pension Restoration Plan, as last amended effective June 29, 2015] (incorporated by reference to Exhibit [removed: 10.25] [added: 10.3] to E. I. du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended [removed: March 31, 2017).] [added: June 30, 2015).] | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex43.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex43.htm)] | | | | | | The E. I. 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. | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex44.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex44.htm)] | | | | | | The E. I. du Pont de Nemours and Company Stock Accumulation and Deferred Compensation Plan for Directors, (incorporated by reference to Exhibit 4.4 to DowDuPont Inc. Registration Statement on Form S-8 (Commission file number 333-220324) filed September 1, 2017.) | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/30554/000003055415000070/dd-ex103_2015630xq2.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/30554/000003055415000070/dd-ex104_2015630xq2.htm)] | | | | | | E. I. du Pont de Nemours and [removed: Company's Pension Restoration Plan,] [added: Company’s Rules for Lump Sum Payments,] as last amended effective [removed: June 29, 2015] [added: May 15, 2014] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to E. I. du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2015). | | |

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

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

3.

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/30554/000003055415000070/dd-ex104_2015630xq2.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/30554/000003055414000043/dd-ex108_2014630xq2.htm)] | | | | | | E. I. du Pont de Nemours and Company’s [removed: Rules for Lump Sum Payments,] [added: Retirement Savings Restoration Plan,] as last amended effective May 15, [removed: 2014] [added: 2014.] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.08] to E. I. du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, [removed: 2015).] [added: 2014).] | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/30554/000003055414000043/dd-ex108_2014630xq2.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/30554/000003055412000011/dd-ex109xretirementincomep.htm)] | | | | | | E. I. du Pont de Nemours and Company’s Retirement [removed: Savings Restoration Plan,] [added: Income Plan for Directors,] as last amended [removed: effective May 15, 2014.] [added: January 2011] (incorporated by reference to Exhibit [removed: 10.08] [added: 10.9] to E. I. du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended [removed: June 30, 2014).] [added: March 31, 2012).] | | |

| [removed: [10.19*](http://www.sec.gov/Archives/edgar/data/1755672/000175567219000008/exhibit101.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1755672/000119312521310412/d249489dex102.htm)] | | | | | | Corteva, Inc. Severance Plan (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on [removed: June 26, 2019).] [added: October 28, 2021).] | | |

| [removed: [10.20*](http://www.sec.gov/Archives/edgar/data/1755672/000119312519163314/d753864dex102.htm)] [added: [10.19 *](https://www.sec.gov/Archives/edgar/data/1755672/000119312519163314/d753864dex102.htm)] | | | | | | Letter Agreement effective as of June 1, 2019 by and between DowDuPont Inc. and Corteva, Inc. (incorporated by reference to Exhibit 10.2 to Corteva's Current Report on Form 8-K (Commission file number 001-38710) filed June 3, 2019) | | |

| [removed: [10.21*](https://www.sec.gov/ix?doc=/Archives/edgar/data/1755672/000119312521014180/d108516d8k.htm)] [added: [10.20 *](https://www.sec.gov/ix?doc=/Archives/edgar/data/1755672/000119312521014180/d108516d8k.htm)] | | | | | | Memorandum of Understanding, dated January 22, 2021, by and among The Chemours Company, Corteva, Inc., E. I. du Pont de Nemours and Company and DuPont de Nemours, Inc. (incorporated by reference from the Form 8-K (Commission file number 001-38710) filed January 22, 2021) | | |

| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex103.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex103.htm)] | | | | | | Form of Award Terms for Options granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for U.S. grantees (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May 7, 2020). | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex104.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex104.htm)] | | | | | | Form of Award Terms for Performance Stock Units granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for U.S. grantees (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May 7, 2020). | | |

| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex105.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex105.htm)] | | | | | | Form of Award Terms for Restricted Stock Units granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for U.S. grantees (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May 7, 2020). | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567221000008/ctva-12312020xex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex21.htm)] | | | | | | Subsidiaries of the Registrant. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567221000008/ctva-12312020xex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex231.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - Corteva, Inc. | | |

| [removed: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567221000008/ctva-12312020xex232.htm)] [added: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex232.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - E. I. du Pont de Nemours and Company. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567221000008/ctva-12312020xex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex311.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of the company’s and EID’s Principal Executive Officer. | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567221000008/ctva-12312020xex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex312.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of the company’s and EID’s Principal Financial Officer. | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567221000008/ctva-12312020xex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex321.htm)] | | | | | | Section 1350 Certification of the company’s and EID’s Principal Executive Officer. 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. | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567221000008/ctva-12312020xex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex322.htm)] | | | | | | Section 1350 Certification of the company’s and EID’s Principal Financial Officer. 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. | | |

| /s/ [removed: James C. Collins, Jr.] [added: Charles V. Magro] | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Gregory R. Page | | | | | | Non-Executive Chairman of the Board of Directors and Director | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Lamberto Andreotti | | | | | | Director | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Klaus Engel | | | | | | Director | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Michael O. Johanns | | | | | | Director | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Rebecca B. Liebert | | | | | | Director | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Marcos M. Lutz | | | | | | Director | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Nayaki Nayyar | | | | | | Director | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Patrick J. Ward | | | | | | Director | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ [removed: Gregory R. Friedman] [added: David J. Anderson] | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

[removed: E.] [added: | Total E.] I. du Pont de Nemours and [removed: Company][added: Company stockholders’ equity | | | 23,459 | | | 21,601 | | |]

| /s/ [removed: James C. Collins, Jr.] [added: Charles V. Magro] | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ [removed: Gregory R. Friedman] [added: David J. Anderson] | | | | | | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#i83c194aa22b547efb164f376b32c135c_133)] [added: Reporting](#i2de353072e634cfa9de417e9818a0226_133)] | | | [removed: F-[2](#i83c194aa22b547efb164f376b32c135c_133)] [added: F-[2](#i2de353072e634cfa9de417e9818a0226_133)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i83c194aa22b547efb164f376b32c135c_145)] [added: 2019](#i2de353072e634cfa9de417e9818a0226_142)] | | | [removed: F-[7](#i83c194aa22b547efb164f376b32c135c_145)] [added: F-[5](#i2de353072e634cfa9de417e9818a0226_142)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i83c194aa22b547efb164f376b32c135c_148)] [added: 2019](#i2de353072e634cfa9de417e9818a0226_277)] | | | [removed: F-[8](#i83c194aa22b547efb164f376b32c135c_148)] [added: F-[84](#i2de353072e634cfa9de417e9818a0226_277)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i83c194aa22b547efb164f376b32c135c_151)] [added: 2020](#i2de353072e634cfa9de417e9818a0226_280)] | | | [removed: F-[9](#i83c194aa22b547efb164f376b32c135c_151)] [added: F-[85](#i2de353072e634cfa9de417e9818a0226_280)] | | |

| [Consolidated Statements of Cash [removed: Consolidated Statements of Cash] Flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i83c194aa22b547efb164f376b32c135c_157)] [added: 2019](#i2de353072e634cfa9de417e9818a0226_286)] | | | [removed: F-[10](#i83c194aa22b547efb164f376b32c135c_157)] [added: F-[86](#i2de353072e634cfa9de417e9818a0226_286)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i83c194aa22b547efb164f376b32c135c_160)] [added: 2019](#i2de353072e634cfa9de417e9818a0226_289)] | | | [removed: F-[12](#i83c194aa22b547efb164f376b32c135c_160)] [added: F-[88](#i2de353072e634cfa9de417e9818a0226_289)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i83c194aa22b547efb164f376b32c135c_166)] [added: Statements](#i2de353072e634cfa9de417e9818a0226_163)] | | | [removed: F-[13](#i83c194aa22b547efb164f376b32c135c_166)] [added: F-[11](#i2de353072e634cfa9de417e9818a0226_163)] | | |

Their [removed: reports are] [added: report is] presented on the following pages.

Management assessed the effectiveness of the company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in *Internal Control-Integrated Framework (2013)*.

Based on its assessment and those criteria, management concluded that the company maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

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, [removed: 2020,] [added: 2021,] as stated in their report, which is presented on the following pages.

[removed:  ][added:  ]

| [10.16](https://www.sec.gov/Archives/edgar/data/1755672/000119312521310412/d249489dex101.htm) | | | | | | 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). | | |

| [10.17](https://www.sec.gov/Archives/edgar/data/1755672/000119312521196816/d131949dex101.htm) | | | | | | Letter Agreement between James C. Collins, Jr. and Corteva, Inc., dated June 21, 2021 (incorporated by reference to Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on June 23, 2021). | | |

| [10.24](https://www.sec.gov/Archives/edgar/data/1755672/000119312521106971/d159355dex101.htm) | | | | | | Form of Special CFO RSU Agreement (incorporated by reference from Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710) filed April 6, 2021). | | |

| [10.25](https://www.sec.gov/Archives/edgar/data/1755672/000119312521086794/d48007dex101.htm) | | | | | | Agreement dated March 18, 2021, among Corteva, Inc., Starboard Value LP and certain of its affiliates. (incorporated by reference from Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710) filed March 19, 2021). | | |

| [10.26](https://www.sec.gov/Archives/edgar/data/1755672/000119312520287000/d826078dex43.htm) | | | | | | Corteva, Inc. Global Omnibus Employee Stock Purchase Plan (incorporated by reference from Exhibit 4.3 to Corteva’s Registration Statement on Form S-8 (Commission file number 333-249887), filed November 5, 2020). | | |

\`

| Charles V. Magro | | | | | | | | | | | | | | |

| /s/ David C. Everitt | | | | | | Director | | | | | | February 10, 2022 | | |

| David C. Everitt | | | | | | | | | | | | | | |

| /s/ Janet P. Giesselman | | | | | | Director | | | | | | February 10, 2022 | | |

| Janet P. Giesselman | | | | | | | | | | | | | | |

| /s/ Karen H. Grimes | | | | | | Director | | | | | | February 10, 2022 | | |

| Karen H. Grimes | | | | | | | | | | | | | | |

| /s/ Kerry J. Preete | | | | | | Director | | | | | | February 10, 2022 | | |

| Kerry J. Preete | | | | | | | | | | | | | | |

| David J. Anderson | | | | | | | | | | | | | | |

| February 10, 2022 | | | | | | | | |

| Charles V. Magro | | | | | | | | | | | | | | |

| David J. Anderson | | | | | | | | | | | | | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 202](#i2de353072e634cfa9de417e9818a0226_145)[1](#i2de353072e634cfa9de417e9818a0226_145)[, 20](#i2de353072e634cfa9de417e9818a0226_145)[20](#i2de353072e634cfa9de417e9818a0226_145)[, and 201](#i2de353072e634cfa9de417e9818a0226_145)9 | | | F-[6](#i2de353072e634cfa9de417e9818a0226_145) | | |

| [Consolidated Balance Sheets as of December 31, 202](#i2de353072e634cfa9de417e9818a0226_148)[1](#i2de353072e634cfa9de417e9818a0226_148) [and 20](#i2de353072e634cfa9de417e9818a0226_148)20 | | | F-[7](#i2de353072e634cfa9de417e9818a0226_148) | | |

| [Consolidated Statements of Cash](#i2de353072e634cfa9de417e9818a0226_154) [Flows for the years ended December 31, 202](#i2de353072e634cfa9de417e9818a0226_154)[1](#i2de353072e634cfa9de417e9818a0226_154)[, 20](#i2de353072e634cfa9de417e9818a0226_154)[20](#i2de353072e634cfa9de417e9818a0226_154)[, and 201](#i2de353072e634cfa9de417e9818a0226_154)9 | | | F-[8](#i2de353072e634cfa9de417e9818a0226_154) | | |

| [Consolidated Statements of Equity for the years ended December 31, 202](#i2de353072e634cfa9de417e9818a0226_157)[1](#i2de353072e634cfa9de417e9818a0226_157)[, 20](#i2de353072e634cfa9de417e9818a0226_157)[20](#i2de353072e634cfa9de417e9818a0226_157)[, and 201](#i2de353072e634cfa9de417e9818a0226_157)9 | | | F-[10](#i2de353072e634cfa9de417e9818a0226_157) | | |

February 10, 2022

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

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

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

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

February 10, 2022

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

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

| Deferred revenue | | | 574 | | | 71 | | | 632 | | |

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

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

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

| 6 | | | [Revenue](#i2de353072e634cfa9de417e9818a0226_181) | | | F-[24](#i2de353072e634cfa9de417e9818a0226_181) | | |

| 9 | | | [Supplementary Information](#i2de353072e634cfa9de417e9818a0226_190) | | | F-[29](#i2de353072e634cfa9de417e9818a0226_190) | | |

| 10 | | | [Income Taxes](#i2de353072e634cfa9de417e9818a0226_193) | | | F-[31](#i2de353072e634cfa9de417e9818a0226_193) | | |

| 13 | | | [Inventories](#i2de353072e634cfa9de417e9818a0226_202) | | | F-[37](#i2de353072e634cfa9de417e9818a0226_202) | | |

| 16 | | | [Leases](#i2de353072e634cfa9de417e9818a0226_214) | | | F-[40](#i2de353072e634cfa9de417e9818a0226_214) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | | | | | | |

| [10.16](http://www.sec.gov/Archives/edgar/data/30554/000003055412000011/dd-ex109xretirementincomep.htm) | | | | | | E. I. du Pont de Nemours and Company’s Retirement Income Plan for Directors, as last amended January 2011 (incorporated by reference to Exhibit 10.9 to E. I. 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). | | |

| | | | | | | | | |

| [10.17*](http://www.sec.gov/Archives/edgar/data/30554/000003055416000106/dd-12312015xex1010.htm) | | | | | | E. I. du Pont de Nemours and Company's Senior Executive Severance Plan, as amended and restated effective December 10, 2015 (incorporated by reference to Exhibit 10.10 to E. I. du Pont de Nemours and Company’s Annual Report on Form 10-K (Commission file number 1-815) for the year ended December 31, 2015). | | |

| [23.3](https://www.sec.gov/Archives/edgar/data/1755672/000175567221000008/ctva-12312020xex233.htm) | | | | | | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. | | |

| * | | | Upon request of the U.S. Securities and Exchange Commission, (the “SEC”), Corteva hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement; provided, however, that Corteva may omit confidential information pursuant to Item 601(b)(10) or request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished. | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| February 11, 2021 | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| James C. Collins, Jr. | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Robert A. Brown | | | | | | Director | | | | | | February 11, 2021 | | |

| Robert A. Brown | | | | | | | | | | | | | | |

| /s/ Lois D. Juliber | | | | | | Director | | | | | | February 11, 2021 | | |

| Lois D. Juliber | | | | | | | | | | | | | | |

| /s/ Lee M. Thomas | | | | | | Director | | | | | | February 11, 2021 | | |

| Lee M. Thomas | | | | | | | | | | | | | | |

| Gregory R. Friedman | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| February 11, 2021 | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| James C. Collins, Jr. | | | | | | | | | | | | | | |

| Gregory R. Friedman | | | | | | | | | | | | | | |

Corteva, Inc.

| [Reports of Independent Registered Public Accounting Firms](#i83c194aa22b547efb164f376b32c135c_136) | | | F-[3](#i83c194aa22b547efb164f376b32c135c_136) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

February 11, 2021

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

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

*Change in Accounting Principle*

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

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

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

Indefinite-lived intangible assets are tested for impairment at least annually; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired.

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

F-93

F-101